MOTORCAR PARTS OF AMERICA INC - Annual Report: 2016 (Form 10-K)

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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 fiscal year ended March 31, 2016

OR

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

For the transition period from                to                       

Commission File No. 001-33861

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (310) 212-7910

Securities registered pursuant to Section 12(b) of the Act: common stock, $0.01 par value per share

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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  ☑ No ☐

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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, 2015, 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 $566,792,048 based on the closing sale price as reported on the NASDAQ Global Market.

There were 18,534,711 shares of common stock outstanding as of June 7, 2016.

 

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, 2016 or will be included in an amendment to this Form 10-K filed within 120 days of March 31, 2016.

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TABLE OF CONTENTS

 

PART I

 

 

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 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 program. 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 cannot be obtained from our customers, we will 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 program, and which have been physically received by us, are part of our raw material or work in process inventory included in long-term core inventory.

“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 are included in our on-hand finished goods inventory and in the remanufactured finished good product held for sale at customer locations. Used Cores returned by consumers to our customers but not yet returned to us continue to be classified as Remanufactured Cores until we physically receive these Used Cores. All Remanufactured Cores are included in our long-term core inventory or in our long-term core inventory deposit.

 

MOTORCAR PARTS OF AMERICA, INC.

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. Such forward-looking statements involve risks and uncertainties. Our actual results may differ significantly from the results discussed in any forward-looking statements. Discussions containing such forward-looking statements may be found in the material set forth under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as within this Form 10-K generally.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available free of charge to the public over the Internet at the SEC’s website at www.sec.gov. Our SEC filings are also available free of charge on our website www.motorcarparts.com. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F. Street, NE, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference Room.

 

PART I

Item 1.

Business

General

We are a leading manufacturer, remanufacturer, and distributor of aftermarket automotive parts for import and domestic cars, light trucks, heavy duty, agricultural and industrial applications. We sell our products predominantly in North America to the largest auto parts retail and traditional warehouse chains and to major automobile manufacturers for both their aftermarket programs and their warranty replacement programs (“OES”).

The current population of vehicles in the U.S. is approximately 253 million and the average age of these vehicles is approximately 11.5 years. While the aged vehicle population is favorable today, miles driven continues to fluctuate primarily based on fuel prices. We believe demand and replacement rates for aftermarket automotive parts generally increase with the age of vehicles and increases in miles driven.

The aftermarket for automobile parts is divided into two markets. The first market is the do-it-yourself (“DIY”) market, which is generally serviced by the large retail chain outlets. Consumers who purchase parts from the DIY channel 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. This market is serviced by the traditional warehouse distributors, the dealer networks, and the commercial divisions of retail chains. Generally, the consumer in this channel is a professional parts installer. Our products are distributed to both the DIY and DIFM markets.

Pursuant to the guidance provided under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for segment reporting, we have identified our chief executive officer as our chief operating decision maker (“CODM”), have reviewed the documents used by the CODM, and understand how such documents are used by the CODM to make financial and operating decisions. We have determined through this review process that our business comprises one reportable segment for purposes of recording and reporting our financial results.

Growth Strategies

We are focused on growing our share in all channels within the aftermarket, including DIY, DIFM and OES. We are well positioned for growth in all channels, in particular the DIFM market in three ways: (i) our auto parts retail customers are expanding their efforts to target the DIFM market, (ii) we sell our products under private label and our own brand names directly to suppliers that focus on professional installers, and (iii) we sell our products to original equipment manufacturers for distribution to the professional installer both for warranty replacement and their general aftermarket channels. We have been successful in growing sales to all channels of the aftermarket.

Our goal is to take advantage of multiple growth strategies. To accomplish this, key elements of our strategy include:

 

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Grow our 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 doing all we can to support our customers’ businesses. We remain dedicated to manage growth and continue to focus on enhancements to our infrastructure and making investments in resources to support our customers.

 

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Introduction of new product lines.  We continue to strive to expand our business by exploring new product lines including working with our existing customers to identify potential new product opportunities.  We expect to launch a new product line in the second quarter of fiscal 2017.

 

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The strategic acquisition of other companies or businesses.  We have in the past and intend to continue to making strategic acquisitions to grow our business. We maintain an in-house acquisition team that continuously works to identify potential new targets.

 

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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 planning, market share, and retail store layout information to our customers.

 

Products

Our current products include (i) rotating electrical products such as alternators and starters, (ii) wheel hub assemblies and bearings, and (iii) brake master cylinders.

Our products meet or exceed original equipment manufacturer specifications. We produce both new and remanufactured units. Remanufacturing generally creates a supply of parts at a lower cost to the end user than newly manufactured parts and makes available automotive parts which are no longer manufactured. Our remanufactured parts are generally sold at competitively lower prices than most new replacement parts. We believe most of our automotive parts are non-elective replacement parts in all makes and models of vehicles because they are required for a vehicle to operate.

We recycle materials, including metal from the Used Cores and corrugated packaging, in keeping with our focus of positively impacting the environment.

The increasing complexity of cars and light trucks and the number of different makes and models of these vehicles have resulted in a significant increase in the number of different automotive parts required to service vehicles. We carry over 13,000 stock keeping units (“SKUs”) for automotive parts that are sold under our customers’ widely recognized private label brand names and our Quality-Built^®, Pure Energy™, Xtreme^®, Reliance™ and other brand names.

Sales, Marketing and Distribution

We sell our products to the largest automotive chains in North America including Advance (inclusive of Carquest, Autopart International, and Worldpac), AutoZone, Genuine Parts (NAPA), O’Reilly, and Pep Boys, with an aggregate of approximately 24,000 retail outlets. In addition, we sell our products to OES customers, professional installers, and a diverse group of automotive warehouse distributors.

We publish printed and electronic catalogs with part numbers and applications for our products along with a detailed technical glossary and informational database. We believe that we maintain one of the most extensive catalog and product identification systems available to the market.

We ship our products from our facilities and fee warehouses located in North America.

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. During fiscal 2016, 2015 and 2014, sales to our three largest customers in the aggregate represented 87%, 86% and 83%, respectively, of our net sales, and sales to our largest customer, AutoZone, represented 48%, 56% and 53%, respectively, of our net sales. 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 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) store expansion or product development support. These contracts typically require that we meet ongoing standards related to fulfillment, price, and quality. Our contracts with major customers expire at various dates through April 2021.

 

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 available 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

The market for aftermarket automotive parts is highly competitive. We compete with several large and medium sized remanufacturers, including BBB Industries, Remy/BorgWarner Inc., and a large number of smaller regional and specialty remanufacturers. We also compete with overseas manufacturers, particularly those located in China, who are increasing their operations and could become a significant competitive force in the future.

We believe that the reputations for quality and customer service that a supplier provides are significant factors in our customers’ purchase decisions. We believe that our ability to provide quality replacement automotive parts, rapid and reliable delivery capabilities as well as promotional support distinguishes us from many of our competitors and provides a competitive advantage. In addition, we believe favorable pricing, our core exchange program, 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 with certain of our employees and other persons who have access to that information.

Operations

Production Process. The majority of our products are remanufactured. 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 ISO TS 16949 approved quality control program, which is implemented throughout the production process. ISO TS 16949 is an internationally recognized, world class, automotive quality system. 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,” replaced the more traditional assembly line approach we had previously utilized and eliminated a large number of inventory moves and the need to track inventory movement through the remanufacturing process. This lean manufacturing process has been fully implemented at all of our production facilities. 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.

 

Offshore Remanufacturing. The majority of our remanufacturing operations are conducted at our facilities in Mexico and Malaysia. We continue to maintain production of certain remanufactured units that require specialized service and/or rapid turnaround in our U.S. facilities. In addition, we operate shipping and receiving warehouses and testing facilities in Singapore and China for our products.

Used Cores. The majority of our Used Cores are obtained from customers using our core exchange program. The core exchange program consists of the following steps:

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Our customers purchase from us a remanufactured unit to be sold to their consumer.

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Our customers offer their consumers a credit to exchange their used unit (Used Core) at the time the consumer purchases a remanufactured unit.

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We, in turn, offer our customers a credit to send us these Used Cores. The credit reduces our accounts receivable.

Our customers are not obligated to send us all the Used Cores exchanged by their consumers. We have historically purchased Used Cores in the open market from core brokers who specialize in buying and selling Used Cores to supplement the supply of Used Cores sent to us by our customers. Although the open market 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.

The price of a finished remanufactured product sold to our customers is generally comprised of an amount for remanufacturing (“unit value”) and an amount separately invoiced for the Remanufactured Core included in the product (“Remanufactured Core charge”). The Remanufactured Core charge is equal to the credit we offer to induce the customer to use our core exchange program and send back the Used Cores to us. The ability to obtain Used Cores, materials and components of the types and quantities we need is essential to our ability to meet demand.

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

Return Rights. Under our customer agreements and general industry practice, our customers are allowed stock adjustments if their inventory of certain product lines exceeds the inventory necessary to support sales to end-user consumers (stock adjustment returns). Customers have various contractual rights for stock adjustment returns which are typically less than 5% of units sold. In some instances, we allow a higher level of returns in connection with significant restocking orders. In addition, we allow customers to return goods to us that their end-user consumers have returned to them. We allow this general right of return regardless of whether the returned item is or is not defective. We seek to limit aggregate returns to less than 20% of unit sales. Stock adjustment returns do not occur at any specific time during the year.

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.

 

Employees

We employed 2,663 full-time global employees as of March 31, 2016. We use independent contractors and temporary employees to supplement our workforce as needed. A union represents 2,080 of the employees at our Mexico facility. All other employees are non-union. We consider our relations with our employees to be satisfactory.

Governmental Regulation

Our operations are subject to federal, state and local laws and 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.

 

Item 1A.

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.

We rely on a few large 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 reduce our net income and operating results.

Our net sales are concentrated among a small number of large customers. During fiscal 2016, sales to our three largest customers in the aggregate represented 87% of our net sales, and sales to our largest customer represented 48% of our net sales. We are under ongoing pressure from our major customers to offer lower prices, extended payment terms, increased marketing and other allowances and other terms more favorable to these customers because our sales to these customers are concentrated, and the market in which we operate is very competitive. These 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. In addition, this customer concentration leaves us vulnerable to any adverse change in the financial condition of these customers. Changes in terms with, significant allowances for and collections from these customers could affect our operating results and cash flows. 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.

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 overseas 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:

●	exchange controls and currency restrictions;

●	currency fluctuations and devaluations;

●	changes in local economic conditions;

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

●	global sovereign uncertainty and hyperinflation in certain foreign countries;

●	laws and regulations relating to export and import restrictions;

●	exposure to government actions; and

●	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 offshore 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.

 

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 program with our customers, and component parts from third-party manufacturers. We generally purchase up to 20% of our 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. If there was a significant disruption in the supply of Used Cores, whether as a result of increased Used Core acquisitions by existing or new competitors or otherwise, our operating activities could be materially and adversely impacted. 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 any meaningful disruption in this supply would materially and adversely impact our operating results.

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

In light of the continuous pressure on pricing which we have experienced from our large customers, we may not be able to recoup the higher costs of our products due to changes in the prices of raw materials, particularly aluminum and copper. If we are unable to recover a substantial portion of our raw materials from Used Cores returned to us by our customers through the core exchange program, the prices of Used Cores that we purchase may reflect the impact of changes in the cost of raw materials. However, we are unable to determine what adverse impact, if any, sustained raw material price increases may have on our product costs or profitability.

Substantial and potentially increasing competition could reduce our market share and significantly harm our financial performance.

While we believe we are well-positioned in the automotive aftermarket, this market is very competitive. In addition, other overseas manufacturers, particularly those located in China, are increasing their operations and could become a significant competitive force in the future. We may not be successful competing against other companies, some of which are larger than us and have greater financial and other resources at their disposal. 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.

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 product designs that have resulted in greater reliability, the number of miles driven by consumers, and the average age of vehicles on the road. A reduction in the failure rates of automotive parts would adversely affect our sales and profitability.

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, 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 and net income to fluctuate.

 

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

Over the past several years, we have violated a number of the financial and other covenants contained in our credit agreements with our lenders. Our most recent waiver was in June 2013. If we fail to meet the financial covenants or the other obligations set forth in our credit agreements in the future, there is no assurance that our lenders will waive any such defaults. If obtained, any such waiver may impose significant costs or covenants on us.

Our stock price may be volatile and could decline substantially.

Our stock price may decline substantially as a result of developments in our business, the volatile nature of the stock market, and other factors beyond our control. The stock market 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, and (v) adverse changes in general market conditions or economic trends.

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 2016, approximately 10% 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 general and administrative expenses in current period earnings.

We may continue to make strategic acquisitions of other companies or businesses and these acquisitions 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.

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.

 

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

Any weakness in the credit markets could result in significant constraints on liquidity and availability of borrowing terms from lenders and accounts payable with vendors. Modest economic growth in most major industrial countries in the world and uncertain prospects for continued growth threaten to cause tightening of the credit markets, more stringent lending standards and terms, and higher interest rates. The persistence of these conditions could have a material adverse effect on our borrowings and the availability, terms and cost of such borrowings. In addition, deterioration in the U.S. economy could materially and adversely impact our operating results.

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 various 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:

●	significant delays in the delivery of cargo due to port security considerations;

●	imposition of duties, taxes, tariffs or other charges on imports;

●	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;

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

●	potential recalls or cancellations of orders for any product that does not meet our quality standards;

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

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

●	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;

●	natural disasters, disease epidemics and health related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;

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

●	our ability to enforce any 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.

In addition, because we depend on independent third parties to manufacture a significant portion of our wheel hub, master cylinder, 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.

Our failure to implement and maintain effective internal control over financial reporting could result in material misstatements in our financial statements.

Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) requires our management to assess the effectiveness of our internal control over financial reporting at the end of each fiscal year and certify whether or not internal control over financial reporting is effective.  Our independent accountants are also required to express an opinion with respect to the effectiveness of our internal controls. Any failure to maintain or implement new or improved internal controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to meet our periodic reporting obligations (which may result in our failure to maintain the listing standards for our common stock) or result in material misstatements in our financial statements.  Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting required under SOX.

 

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. A disruption in the shipping or cost of such merchandise may significantly decrease our sales and profits. In addition, if imported merchandise becomes more expensive or unavailable, 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 may be:

●	raw material shortages;

●	work stoppages;

●	strikes and political unrest;

●	problems with oceanic shipping, including shipping container shortages;

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

●	economic crises;

●	international disputes and wars;

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

●	import duties;

●	import quotas and other trade sanctions; and

●	increases in shipping rates.

Products manufactured overseas and imported into the U.S. and other countries are subject to import restrictions and duties.

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.

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

Cyber-attacks or other breaches of network or information technology security may cause equipment failure or disruption to our operations. Such attacks, which include the use of malware, computer viruses and other means for disruption or unauthorized access, on companies have increased in frequency, scope and potential harm in recent years. While, to the best of our knowledge, we have not been subject to cyber-attacks or to other cyber incidents which, individually or in the aggregate, have been material to our operations or financial conditions, 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. 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. While we maintain specific cyber insurance coverage, which would 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.

 

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.

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

A substantial portion of our operations are located in California and Baja California, Mexico, 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 event could cause us to lose inventory, delay delivery of orders to customers, cause us to incur additional expenses to repair, disrupt our operations and 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.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

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

(1)	We have the option to extend the lease term for six additional 30-day periods.

We believe the above mentioned facilities are sufficient to satisfy our foreseeable warehousing, production, distribution and administrative office space requirements for our current operations.

Item 3.

Legal Proceedings

We were a defendant in a case filed by an investment bank in state court in New York alleging breach of contract.  On May 13, 2016, we entered into a settlement agreement to avoid further litigation and to settle and resolve all causes of action, claims, and disputes. None of the parties admitted the allegations made by any other party. In connection with this lawsuit, we established a reserve of $1,100,000 as of March 31, 2016 and the related expense was recorded in fiscal 2016. This amount was paid in full on May 19, 2016. In addition, we have established a reserve of $218,000 in connection with a settlement agreement with one of the discontinued subsidiary’s suppliers.

We are also subject to various other lawsuits and claims in the normal course of business. Management does not believe that the outcome of these other matters will have a material adverse effect on its financial position or future results of operations.

Item 4.

Mine Safety Disclosures

Not applicable.

 

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 the trading symbol MPAA. The following table sets forth the high and low prices for our common stock during fiscal 2016 and 2015.

As of June 7, 2016, there were 18,534,711 shares of common stock outstanding held by 16 holders of record. We have never declared or paid dividends on our common stock. The declaration of any prospective dividends is at the discretion of the board of directors and will be dependent upon sufficient earnings, capital requirements and financial position, general economic conditions, state law requirements and other relevant factors. Additionally, our agreement with our lenders permits the payment of up to $10,000,000 of dividends per calendar year, subject to a minimum availability threshold and pro forma compliance with financial covenants.

Share Repurchase Program

In March 2010, our board of directors authorized a share repurchase program of up to $5,000,000 of our outstanding common stock from time to time in the open market and in private transactions at prices deemed appropriate by management. The program does not have an expiration date. Under this program we repurchased and retired a total 67,347 shares at a total cost of $389,000 through fiscal 2013. We did not repurchase any common stock during fiscal 2016, 2015, and 2014.

Equity Compensation Plan Information

The following summarizes our equity compensation plans as of March 31, 2016:

 

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(1)	Consists of (i) options issued pursuant to our 2003 Long-Term Incentive Plan, 2004 Non-Employee Director Stock Option Plan, and Second Amended and Restated 2010 Incentive Award Plan and (ii) RSUs issued under our 2014 Non-Employee Director Incentive Award Plan.

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

(3)	Consists of shares available for issuance under our Second Amended and Restated 2010 Incentive Award Plan and 2014 Non-Employee Director Incentive Award Plan.

 

Stock Performance Graph

The following graph compares the cumulative return to holders of our common stock for the five years ending March 31, 2016 with the NASDAQ Composite Index and the Zacks Retail and Wholesale Auto Parts Index. The comparison assumes $100 was invested at the close of business on March 31, 2011 in our common stock and in each of the comparison groups, and assumes reinvestment of dividends.

 

Item 6.

Selected Financial Data

The following selected historical consolidated financial information for the periods indicated below has been derived from and should be read in conjunction with our consolidated financial statements and related notes thereto.

Our selected income statement data below represents our continuing operations and excludes the results of the discontinued subsidiary between the acquisition in May 2011 and its bankruptcy in June 2013.

 

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(1)	The calculation of working capital excludes the impact of the discontinued subsidiary between the acquisition in May 2011 and its bankruptcy in June 2013.

 

Item 7.

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

Disclosure Regarding Private Securities Litigation Reform Act of 1995

This report contains certain forward-looking statements with respect to our future performance that involve risks and uncertainties. Various factors could cause actual results to differ materially from those projected in such statements. These factors include, but are not limited to: concentration of sales to a small number of customers, changes in the financial condition of or our relationship with any of our major customers, the increasing customer pressure for lower prices and more favorable payment and other terms, lower revenues than anticipated from new and existing contracts, the increasing demands on our working capital, the significant strain on working capital associated with large inventory purchases from customers, any meaningful difference between expected production needs and ultimate sales to our customers, investments in operational changes or acquisitions, our ability to obtain any additional financing we may seek or require, our ability to achieve positive cash flows from operations, potential future changes in our previously reported results as a result of the identification and correction of errors in our accounting policies or procedures or the potential material weaknesses in our internal controls over financial reporting, our failure to meet the financial covenants or the other obligations set forth in our credit agreement and the lenders’ refusal to waive any such defaults, increases in interest rates, the impact of high gasoline prices, consumer preferences and general economic conditions, increased competition in the automotive parts industry including increased competition from Chinese and other offshore manufacturers, difficulty in obtaining Used Cores and component parts or increases in the costs of those parts, political, criminal or economic instability in any of the foreign countries where we conduct operations, currency exchange fluctuations, unforeseen increases in operating costs, risks associated with cyber-attacks, risks associated with conflict minerals, and other factors discussed herein and in our other filings with the SEC.

Management Overview

We are a leading manufacturer, remanufacturer, and distributor of aftermarket automotive parts for import and domestic cars, light trucks, heavy duty, agricultural and industrial applications. We sell our products predominantly in North America to the largest auto parts retail and traditional warehouse chains and to major automobile manufacturers for both their aftermarket programs and their OES programs. Our products include (i) rotating electrical products such as alternators and starters, (ii) wheel hub assemblies and bearings, and (iii) brake master cylinders.

The current population of vehicles in the U.S. is approximately 253 million and the average age of these vehicles is approximately 11.5 years. While the aged vehicle population is favorable today, miles driven continues to fluctuate primarily based on fuel prices. We believe demand and replacement rates for aftermarket automotive parts generally increase with the age of vehicles and increases in miles driven.

The aftermarket for automobile parts is divided into two markets. The first market is the DIY market, which is generally serviced by the large retail chain outlets. Consumers who purchase parts from the DIY channel 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 DIFM market. This market is serviced by the traditional warehouse distributors, the dealer networks, and the commercial divisions of retail chains. Generally, the consumer in this channel is a professional parts installer. Our products are distributed to both the DIY and DIFM markets.

Pursuant to the guidance provided under the FASB ASC for segment reporting, we have identified our chief executive officer as CODM, have reviewed the documents used by the CODM, and understand how such documents are used by the CODM to make financial and operating decisions. We have determined through this review process that our business comprises one reportable segment for purposes of recording and reporting our financial results.

 

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. Actual results may differ from our estimates.

Our remanufacturing operations require that we acquire Used Cores, a necessary raw material, from our customers and 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.

Inventory

Non-core Inventory

Non-core inventory is comprised of (i) non-core raw materials, (ii) the non-core value of work in process, (iii) the non-core value of remanufactured finished goods, and (iv) purchased finished goods. Used Cores, the Used Core value of work in process, and the Remanufactured Core portion of finished goods are classified as long-term core inventory as described below under the caption “Long-term Core Inventory.” Used Cores are a source of raw materials used in the remanufacturing of our products.

Non-core inventory is stated at the lower of cost or market. The cost of non-core remanufactured inventory approximates average historical purchase prices paid for raw materials, and is based upon the direct costs of material and an allocation of labor and variable and fixed overhead costs. The cost of purchased finished goods inventory approximates average historical purchase prices paid, and an allocation of fixed overhead costs. The cost of non-core inventory is evaluated at least quarterly during the fiscal year and adjusted as necessary to reflect current lower of cost or market levels. These adjustments are determined for individual items of inventory within each of the three classifications of non-core inventory as follows:

•

Non-core raw materials are recorded at average cost, which is based on the actual purchase price of raw materials on hand. The average cost is updated quarterly. This average cost is used in the inventory costing process and is the basis for allocation of materials to finished goods during the production process.

•

Non-core work in process is in various stages of production and is valued at the average cost of materials issued to the open work orders. Historically, non-core work in process inventory has not been material compared to the total non-core inventory balance.

•

The cost of remanufactured finished goods includes the average cost of non-core raw materials and allocations of labor and variable and fixed overhead. The allocations of labor and variable and fixed overhead costs are determined based on the average actual use of the production facilities over the prior twelve 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, and spoilage from the calculation and expense these unallocated overhead as period costs. During fiscal 2016 and 2015 there were no unallocated overhead charged directly to cost of sales due to the usage of our U.S. facilities for wheel hub and brake master cylinder products. For the fiscal year ended March 31, 2014, approximately $1,070,000 was considered unallocated overhead charged directly to cost of sales.

 

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 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.

The quantity thresholds and reserve rates are subjective and are based on management’s judgment and knowledge of current and projected industry demand. The reserve estimates may, therefore, be revised if there are changes in the overall market for our products or market changes that in management’s judgment, impact our ability to sell or liquidate potentially excess or obsolete inventory. We recorded reserves of $3,626,000 and $2,675,000 for excess and obsolete inventory at March 31, 2016 and 2015, respectively, based on higher inventory levels to support our growth.

We record vendor discounts as reductions of inventories that are recognized as reductions 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. Because all cores are classified separately as long-term assets, the inventory unreturned balance includes only the added unit value of a finished good. The return rate is calculated based on expected returns within the normal operating cycle of 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.

Long-term Core Inventory

Long-term core inventory consists of:

•

Used Cores purchased from core brokers and held in inventory at our facilities,

•

Used Cores returned by our customers and held in inventory at our facilities,

•

Used Cores returned by end-users to customers but not yet returned to us which are classified as Remanufactured Cores until they are physically received by us,

•

Remanufactured Cores held in finished goods inventory at our facilities; and

•

Remanufactured Cores held at customer locations as a part of the finished goods sold to the customer. 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, in each case, for credit.

Long-term core inventory is recorded at average historical purchase prices determined based on actual purchases of inventory on hand. The cost and market value of Used Cores for which sufficient recent purchases have occurred are deemed the same as the purchase price for purchases that are made in arm’s length transactions.

Long-term core inventory recorded at average historical purchase prices is primarily made up of Used Cores for newer products related to more recent automobile models or products for which there is a less liquid market. We must purchase these Used Cores from core brokers because our customers do not have a sufficient supply of these newer Used Cores available for the core exchange program.

 

Used Cores obtained in core broker transactions are valued based on average purchase price. The average purchase price of Used Cores for more recent automobile models is retained as the cost for these Used Cores in subsequent periods even as the source of these Used Cores shifts to our core exchange program.

Long-term core inventory is recorded at the lower of cost or market value. In the absence of sufficient recent purchases, we use core broker price lists to assess whether Used Core cost exceeds Used Core market value on an item by item basis. The primary reason for the insufficient recent purchases is that we obtain most of our Used Core inventory from the customer core exchange program.

We classify all of our core inventories as long-term assets. The determination of the long-term classification is based on our view that the value of the cores is not consumed or realized in cash during our normal operating cycle, which is one year for most of the cores recorded in inventory. According to guidance provided under the FASB ASC, current assets are defined as “assets or resources commonly identified as those which are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business.” We do not believe that core inventories, which we classify as long-term, are consumed because the credits issued upon the return of Used Cores offset the amounts invoiced when the Remanufactured Cores included in finished goods were sold. We do not expect the core inventories to be consumed, and thus we do not expect to realize cash, until our relationship with a customer ends, a possibility that we consider remote based on existing long-term customer agreements and historical experience.

However, historically for a portion of finished goods sold, our customer will not send us a Used Core to obtain the credit we offer under our core exchange program. Therefore, based on our historical estimate, we derecognize the core value for these finished goods upon sale, as we believe they have been consumed and we have realized cash.

We realize cash for only the core exchange program shortfall. This shortfall represents the historical difference between the number of finished goods shipped to customers and the number of Used Cores returned to us by customers. We do not realize cash for the remaining portion of the cores because the credits issued upon the return of Used Cores offset the amounts invoiced when the Remanufactured Cores included in finished goods were sold. We do not expect to realize cash for the remaining portion of these cores until our relationship with a customer ends, a possibility that we consider remote based on existing long-term customer agreements and historical experience.

For these reasons, we concluded that it is more appropriate to classify core inventory as long-term assets.

Long-term Core Inventory Deposit

During fiscal 2016, we completed the core buy-back program with one of our largest customers. As a result of the completion of this buy-back program and related long-term core inventory reconciliations, $25,805,000 from long-term core inventory deposit was transferred to Remanufactured Cores held at customers’ locations within long-term core inventory. At March 31, 2015, $26,002,000 of Remanufactured Cores in connection with this core buy-back program was included in long-term core inventory deposit. The remaining long-term core inventory deposit represents 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, determined as noted under the caption “Long-Term Core Inventory”. 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 when our relationship with a customer ends, a possibility that we consider remote based on existing long-term customer agreement and historical experience.

 

Revenue Recognition

We recognize revenue when our performance is complete, and all of the following criteria have been met:

•

Persuasive evidence of an arrangement exists,

•

Delivery has occurred or services have been rendered,

•

The seller’s price to the buyer is fixed or determinable, and

•

Collectability is reasonably assured.

For products shipped free-on-board (“FOB”) shipping point, revenue is recognized on the date of shipment. For products shipped FOB destination, revenues are recognized on the estimated or actual date of delivery. We include shipping and handling charges in the gross invoice price to customers and classify the total amount as revenue. Shipping and handling costs are recorded in cost of sales.

Revenue Recognition; Net-of-Core-Value Basis

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 value. The unit value is recorded as revenue based on our then current price list, net of applicable discounts and allowances. Based on our experience, contractual arrangements with customers and inventory management practices, a significant portion of the remanufactured automobile parts we sell to customers are replaced by similar Used Cores sent back for credit by customers under our core exchange program. In accordance with our net-of-core-value revenue recognition policy, we do not recognize the Remanufactured Core value as revenue when the finished products are sold. We generally limit the number of Used Cores sent back under the core exchange program to the number of similar Remanufactured Cores previously shipped to each customer.

Revenue Recognition — Core Revenue

Full price Remanufactured Cores: When we ship a remanufactured product, we invoice certain customers for the Remanufactured Core value portion of the product at the full Remanufactured Core sales price but do not recognize revenue for the Remanufactured Core value at that time. For these Remanufactured Cores, we recognize core revenue based upon an estimate of the rate at which our customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under our core exchange program.

Nominal price Remanufactured Cores: We invoice other customers for the Remanufactured Core value portion of the product shipped at a nominal Remanufactured Core price. Unlike the full price Remanufactured Cores, we only recognize revenue from nominal Remanufactured Cores not expected to be replaced by a similar Used Core sent back under the core exchange program when we believe that we have met all of the following criteria:

•

We have a signed agreement with the customer covering the nominally priced Remanufactured Cores not expected to be sent back under the core exchange program, and the agreement must specify the number of Remanufactured Cores our customer will pay cash for in lieu of sending back a similar Used Core under our core exchange program and the basis on which the nominally priced Remanufactured Cores are to be valued (normally the average price per Remanufactured Core stipulated in the agreement).

•

The contractual date for reconciling our records and customer’s records of the number of nominally priced Remanufactured Cores not expected to be replaced by similar Used Cores sent back under our core exchange program must be in the current or a prior period.

•

The reconciliation must be completed and agreed to by the customer.

•

The amount must be billed to the customer.

 

Revenue Recognition; General Right of Return

We allow our customers to return goods to us that their end-user customers have returned to them, whether the returned item is or is not defective (warranty returns). In addition, under the terms of certain agreements with our customers and industry practice, our 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, we allow a higher level of returns in connection with significant restocking orders. In addition, we allow customers to return goods to us that their end-user consumers have returned to them. We seek to limit aggregate customer returns, including warranty and stock adjustment returns, to less than 20% of unit sales.

We provide for such anticipated returns of inventory by reducing revenue and the related cost of sales for the units estimated to be returned as further described under the captions “Customer Finished Goods Returns Accrual” and “Inventory Unreturned”.

Our 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. Stock adjustment returns do not occur at any specific time during the year, and the expected level of these returns cannot be reasonably estimated based on a historical analysis. Our 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 our customers.

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 products exceeds the anticipated sales to end-user customers. The customer finished goods returns accrual represents the non-core sales 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.

Accrued Core Payment

The accrued core payment represents the full Remanufactured Core sales price of Remanufactured Cores we have purchased from our customers, which are held by these customers and remain on their premises. At the same time, we record the long-term core inventory for the Remanufactured Cores purchased at its cost, determined as noted under the caption “Long-term Core Inventory”. The difference between the full Remanufactured Core sales price of Remanufactured Cores and its related cost is treated as sales allowance reducing revenue when the purchases are made.

The repayments for these Remanufactured Core Inventory purchases are made through the issuance of credits against that customer’s receivables either on a one time basis or over an agreed-upon period. The accrued core payments are recorded as current and non-current liability in the consolidated balance sheets based on whether repayments will occur within the normal operating cycle of one year.

Sales Incentives

We provide various marketing allowances to our customers, including sales incentives and concessions. 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.

 

Goodwill

We evaluate 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. We have concluded that there is one reporting unit and therefore, test goodwill for impairment at the entity level. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the carrying value of net assets to the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the reporting unit exceeds the fair value, goodwill is potentially impaired and the second step of the impairment test must be performed. In the second step, we would compare the implied fair value of the goodwill to its carrying value to determine the amount of the impairment loss, if any. We completed the required annual testing of goodwill for impairment during the fourth quarter of fiscal 2016, and determined through the qualitative assessment that our goodwill of $2,053,000 is not impaired.

Intangible Assets

Our intangible assets other than goodwill are finite–lived and amortized on a straight line basis over their respective useful lives. We analyze our finite-lived intangible assets for impairment when and if indicators of impairment exist. As of March 31, 2016, our intangible assets, net of amortization, were $4,573,000 and there were no indicators of impairment.

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 are (i) the current liability or refund due for federal, state and foreign income taxes and (ii) the change in the amount of the net deferred income tax asset, including the effect of any change in the valuation allowance.

Realization of deferred tax assets is dependent upon our ability to generate sufficient future taxable income. We review our deferred tax assets on a jurisdiction by jurisdiction basis to determine whether it is more likely than not that the deferred tax assets will be realized. We believe that it is more likely than not that our future taxable income will be sufficient to realize the recorded deferred tax assets. In evaluating this ability, we consider long-term agreements and Remanufactured Core purchase obligations with our major customers that expire at various dates through April 2021. We also periodically compare the forecasts to actual results. Although there can be no assurance that the forecasted results will be achieved, the history of income in all jurisdictions provides sufficient positive evidence that no valuation allowance is needed.

Financial Risk Management and Derivatives

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. As a result of our significant 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 changes in the fair value of foreign exchange contracts are accounted for as an increase or decrease to general and administrative expenses in current period earnings.

 

Share-based Payments

In accounting for share-based compensation awards, we follow the accounting guidance for equity-based compensation, which requires that we measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost associated with stock options is estimated using the Black-Scholes option-pricing model. The cost associated with restricted stock or restricted stock units is measured based on the number of shares granted and the closing price of our common stock on the grant date, subject to continued employment. The cost of equity instruments is recognized in the consolidated statements of income on a straight-line basis (net of estimated forfeitures) over the period during which an employee is required to provide service in exchange for the award. Also, excess tax benefits realized are reported as a financing cash inflow.

Recently Adopted Accounting Pronouncements

Debt Issuance Costs

In April 2015, the FASB issued guidance that requires debt issuance costs related to a recognized liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued guidance to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim period within those fiscal years. Early adoption of this guidance is permitted for financial statements that have not been previously issued. We adopted this guidance effective June 30, 2015, which resulted in the reclassification of debt issuance costs of $879,000 from other assets and is now presented as a direct deduction of $110,000 to the current portion of the term loan and $769,000 to the non-current portion of the term loan in the previously reported consolidated balance sheet at March 31, 2015. We elected to continue presenting debt issuance costs related to our revolving credit facilities as an asset. The adoption of this guidance did not have any other impact on our consolidated financial statements.

Discontinued Operations

In April 2014, the FASB issued guidance on reporting discontinued operations. The new guidance changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. The adoption of this guidance did not have any impact on our financial position, results of operations or cash flows.

Business Combinations

In September 2015, the FASB issued guidance simplifying the accounting for measurement-period adjustments. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and earlier adoption is permitted for financial statements that have not been issued. We adopted this guidance effective September 30, 2015, which resulted in no material effect on our financial position, results of operations, or cash flows (see Note 3).

 

New Accounting Pronouncements

Revenue Recognition

In May 2014, the FASB issued guidance codified in ASC 606, “Revenue Recognition - Revenue from Contracts with Customers”, which amends the guidance in the former ASC 605, “Revenue Recognition”. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period for a public company. A full or modified retrospective transition method is required. In August 2015, the FASB delayed the effective date by one year to annual periods beginning after December 15, 2017, and interim periods within that reporting period for a public company. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the impact of the provisions of this guidance to our consolidated financial statements.

Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

In August 2014, the FASB issued guidance which requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). If conditions or events raise substantial doubt that is not alleviated, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations and management’s plans that are intended to mitigate those conditions. The new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We do not expect any impact on our financial position, results of operations or cash flows from the adoption of this guidance.

Extraordinary Items

In January 2015, the FASB issued guidance that simplifies income statement presentation by eliminating the concept of extraordinary items. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We do not expect any impact on our consolidated financial statements from the adoption of this guidance.

Inventory

In July 2015, the FASB issued guidance that requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the impact of the provisions of this guidance to our consolidated financial statements.

Income Taxes

In November 2015, the FASB issued guidance that simplifies the presentation of deferred taxes by requiring that deferred tax assets and liabilities be presented as non-current on the balance sheet. This new guidance is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016, with early adoption permitted. The amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are currently evaluating the potential impact of this adoption on our consolidated financial statements.

 

Financial Instruments

In January 2016, the FASB issued guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. A reporting entity should apply the new guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We are currently evaluating the impact of the provisions of this guidance to our consolidated financial statements.

Leases

In February 2016, the FASB issued new guidance that requires balance sheet recognition of a right-of-use asset and lease liability by lessees for operating leases. The new guidance also requires new disclosures providing additional qualitative and quantitative information about the amounts recorded in the financial statements. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new guidance requires a modified retrospective approach with optional practical expedients. We are currently evaluating the impact of the provisions of this guidance to our consolidated financial statements.

Share-based Compensation

In March 2016, the FASB issued guidance that simplifies several aspects of the accounting for share-based payment transactions and states that, among other things, all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit in the income statement and an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2016 with early adoption permitted. We are currently evaluating the impact of the provisions of this guidance to our consolidated financial statements.

Subsequent Events

Credit Facility

In May 2016, we entered into a consent and second amendment to the Credit Facility (the “Second Amendment”) which, among other things, (i) increases the borrowing capacity of the revolving credit facility from $100,000,000 to $120,000,000, subject to certain borrowing base restrictions and a $15,000,000 sublimit for letters of credit, (ii) amends the definition and calculation of consolidated EBITDA, (iii) increases the maximum of amount of capital expenditures, and (iv) makes certain other amendments and modifications.

Vendor Agreement

In May 2016, we entered into an addendum to a vendor agreement with one of our major customers which, among other things, extended the term of this vendor agreement to April 2021 and required us to make payments or issue credits for certain customer allowances. These amounts have been included in other long-term obligations in our contractual obligations table in this management discussion and analysis and in commitments to provide marketing allowances under long-term customer contracts in Note 15 of the notes to consolidated financial statements.

 

Results of Operations

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

The following table summarizes certain key operating data from our continuing operations for the periods indicated:

 

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

Fiscal 2016 Compared to Fiscal 2015

Net Sales and Gross Profit

The following summarizes net sales and gross profit:

Net Sales. Our net sales for fiscal 2016 increased by $67,259,000, or 22.3%, to $368,970,000 compared to net sales for fiscal 2015 of $301,711,000. Our prior year net sales included the favorable impact of the recognition of previously deferred revenue related to the Remanufactured Cores of $16,331,000 partially offset by an accrued customer allowance of $3,706,000 for the buy-backs of Remanufactured Cores. The increase in our net sales was across all the product lines and reflects the full year impact of the new rotating electrical business awarded to us by a significant customer in January 2015. In addition, we began selling remanufactured brake master cylinder products in July 2015. Our sales of wheel hub products and brake master cylinder products represented 19.6% and 1.7%, respectively, of net sales for fiscal 2016, and 16.9% and 1.0%, respectively, of net sales for fiscal 2015. Our net sales in fiscal 2016 and 2015 were further impacted by returns and customer allowances as discussed in the Gross Profit paragraph below.

Gross Profit. Our gross profit percentage increased to 27.4% for fiscal 2016 from 27.0% for fiscal 2015. This increase was due primarily to overall lower per unit costs from an increased volume of purchases and production resulting in better absorption of overhead. The increase in our fiscal 2016 gross profit was partially offset by the following in connection with new business awarded to us: (i) $6,807,000 (consists of net sales offset of $7,548,000 less cost of goods sold offset of $741,000) of returns, customer allowances, and core inventory purchases in connection with certain rotating electrical products, (ii) $3,396,000 offset to net sales of customer allowances in connection with core inventory purchases for remanufactured brake master cylinder products, (iii) $3,352,000 (consists of net sales offset of $3,420,000 less cost of goods sold offset of $68,000) of returns associated with remanufactured brake master cylinder products, and (iv) $43,000 of start-up costs incurred related to a new product line. Our gross profit for fiscal 2015 was impacted by (i) $5,746,000 (offset to net sales) of customer allowances recorded for the core purchases in connection with the new business awarded to us in our rotating electrical product line, which we began shipping in January 2015, (ii) $5,003,000 (consists of net sales offset of $5,468,000 less cost of goods sold offset of $465,000) recorded in connection with the returns of certain wheel hub and new brake master cylinder products, (iii) $2,879,000 offset to net sales of customer allowance recorded in connection with certain core inventory purchases, (iv) $2,819,000 offset to net sales of initial warranty accrual set up for the new brake master cylinder products and the new business awarded to us in our existing product lines, (v) $1,070,000 offset to net sales of upfront customer allowances incurred, (vi) $537,000 (offset to net sales of $1,055,000 less cost of goods sold offset of $518,000) net expense recorded in connection with the returns of products associated with the new business awarded to us, and (vii) $189,000 of start-up costs incurred related to new brake master cylinder products.

 

Operating Expenses

The following summarizes operating expenses:

General and Administrative. Our general and administrative expenses for fiscal 2016 were $49,665,000, which represents an increase of $11,802,000, or 31.2%, from general and administrative expenses for fiscal 2015 of $37,863,000. The increase in general and administrative expenses was primarily due to (i) $9,250,000, net of insurance recoveries, for the litigation settlement with M&T Bank and the trustee in the bankruptcy cases relating to the discontinued subsidiary, (ii) $4,678,000 of increased loss recorded due to the change in the fair value of the warrant liability, (iii) $4,220,000 of increased bad debt expense resulting from the bankruptcy filing by one of our customers, (iv) $1,986,000 due to increased personnel to support our growth initiatives and other employee related expenses, (v) $1,121,000 of increased general and administrative expenses at our offshore locations to support our growth, (vi) $1,318,000 of legal reserve established in connection with the settlement agreements, (vii) $375,000 of increased share-based compensation expense, (viii) $281,000 of increased professional services, (ix) $293,000 of increased travel, and (x) $224,000 of increased maintenance and licensing expense for information technologies. These increases in general and administrative expenses were partially offset by (i) a $5,800,000 gain in connection with the settlement of litigation with FAPL and various of its subsidiaries, (ii) $2,051,000 of decreased legal fees, (iii) a $777,000 gain recorded due to the change in the fair value of the forward foreign currency exchange contracts during fiscal 2016 compared to a loss of $1,034,000 recorded during fiscal 2015, and (iv) a $990,000 gain recorded due to the change in the fair value of the contingent consideration in connection with our acquisition in May 2015. In addition, our fiscal 2015 general and administrative expenses included $2,002,000 of cash incentive compensation that was paid to certain executives.

Sales and Marketing. Our sales and marketing expenses for fiscal 2016 increased $2,114,000, or 26.9%, to $9,965,000 from $7,851,000 for fiscal 2015. The increase was due primarily to (i) $1,342,000 due to increased personnel to support our growth initiatives, (ii) $273,000 of increased commissions, (iii) $250,000 of increased advertising expenses, (iv) $154,000 of increased travel, and (v) $100,000 of increased marketing expenses in connection with the new rotating electrical business.

 

Research and Development. Our research and development expenses increased by $735,000, or 32.3%, to $3,008,000 for fiscal 2016 from $2,273,000 for fiscal 2015 due primarily to $418,000 of increased supplies expense and $345,000 due to increased personnel to support our growth initiatives partially offset by $51,000 of decreased travel.

Interest Expense

Interest Expense, net. Our interest expense, net for fiscal 2016 increased $3,179,000, or 24.3%, to $16,244,000 from $13,065,000 for fiscal 2015. The increase in interest expense was due primarily to the write-off of previous debt issuance costs of $5,108,000 in connection with the financing agreement which was terminated when we entered into a new credit facility in June 2015. In addition, interest expense increased due to a higher balance of receivables discounted during fiscal 2016 compared to fiscal 2015 and the amortization of interest on accrued core payments. These increases were partially offset by lower interest rates and lower average outstanding balances on our loans.

Provision for Income Taxes

Income Tax. Our income tax expense was $11,479,000, an effective tax rate of 52.1%, and $9,068,000, an effective tax rate of 44.2% during fiscal 2016 and 2015, respectively. The income tax rates were higher than the federal statutory rate for both periods primarily due to (i) state income taxes, which were partially offset by the benefit of lower statutory tax rates in foreign taxing jurisdictions, (ii) the impact of non-deductible executive compensation under Internal Revenue Code Section 162(m), and (iii) the non-deductible expenses in connection with the fair value adjustment on the warrants. The effective tax rate for fiscal 2016 was higher due primarily to a greater impact of non-deductible expenses in connection with the fair value adjustments on the warrants.

Fiscal 2015 Compared to Fiscal 2014

Net Sales and Gross Profit

The following summarizes net sales and gross profit from our continuing operations:

Net Sales. Our net sales for fiscal 2015 increased by $43,042,000, or 16.6%, to $301,711,000 compared to net sales for fiscal 2014 of $258,669,000. The increase in net sales was due primarily to (i) growth in the sales of our wheel hub products, including the full period impact of the introduction of our wheel hub products, which we launched in late June 2013, (ii) recognition of revenue related to the Remanufactured Cores of $16,331,000, which was previously deferred, partly offset by an accrued sales allowance of $3,706,000 for future buy-backs of Remanufactured Cores, (iii) growth in the unit sales of our rotating electrical products, and (iv) launch of new brake master cylinder products which we began selling in late July 2014.  In fiscal 2015, sales of wheel hub products and the new brake master cylinder products represented 16.9% and 1.0%, respectively, of net sales.

Gross Profit. Our gross profit percentage decreased to 27.0% for fiscal 2015 from 31.5% for fiscal 2014. Our gross profit for the fiscal 2015 was lower primarily due to changes in the mix of product sold. In addition, our gross profit for fiscal 2015 was impacted by (i) $5,746,000 of customer allowances recorded for the core purchases in connection with the new business awarded to us in our rotating electrical product line, which we began shipping in January 2015, (ii) $5,003,000 recorded in connection with the returns of certain wheel hub and new brake master cylinder products, (iii) $2,879,000 of customer allowance recorded in connection with certain core inventory purchases, (iv) $2,819,000 of initial warranty accrual set up for the new brake master cylinder products and the new business awarded to us in our existing product lines, (v) $1,070,000 of upfront customer allowances incurred, (vi) $537,000 net expense recorded in connection with the returns of products associated with the new business awarded to us, and (vii) $189,000 of start-up costs incurred related to new brake master cylinder products. In addition, our gross profit was impacted by lower per unit manufacturing costs due to better absorption of manufacturing overhead.

 

Operating Expenses

The following summarizes operating expenses from our continuing operations:

General and Administrative. Our general and administrative expenses for fiscal 2015 were $37,863,000, which represents a decrease of $1,821,000, or 4.6%, from general and administrative expenses for fiscal 2014 of $39,684,000. The decrease in general and administrative expenses was primarily due to (i) $7,949,000 of decreased loss recorded due to the change in the fair value of the Wanxiang warrant liability and (ii) our prior year general and administrative expenses included $2,035,000 of expense due to the change in the fair value of the Cerberus warrant liability partly offset by a gain of $216,000 recorded on the extinguishment of the Cerberus warrant. These decreases were partly offset by (i) $3,701,000 of increased legal fees related to the discontinued subsidiary, which was partially offset by decreased legal fees of $621,000 for all other corporate-related activities, (ii) $2,002,000 of cash incentive compensation to certain executives in fiscal 2015 compared to $528,000 in fiscal 2014, (iii) $900,000 of increased incentive compensation, (iv) $1,240,000 of increased share-based compensation, (v) $1,000,000 of reserve established in connection with certain legal cases, (vi) $556,000 of increased employee-related costs, (vii) $231,000 of increased bad debt expense, (viii) $192,000 of increased expense related to the change in the fair value of the forward foreign exchange contracts, and (ix) $192,000 of increased travel. In addition, our prior year general and administrative expenses included $870,000 of professional fees related to the discontinued subsidiary.

Sales and Marketing. Our sales and marketing expenses for fiscal 2015 increased $13,000, or 0.2%, to $7,851,000 from $7,838,000 for fiscal 2014, due primarily to an increase in advertising expense.

Research and Development. Our research and development expenses increased by $333,000, or 17.2%, to $2,273,000 for fiscal 2015 from $1,940,000 for fiscal 2014 due primarily to $254,000 of increased employee-related costs and $79,000 of increased supplies expense.

Interest Expense

Interest Expense, net. Our interest expense, net from continuing operations for fiscal 2015 decreased $5,224,000, or 28.6%, to $13,065,000 from $18,289,000 for fiscal 2014. The decrease in interest expense was due primarily to lower interest rates on long-term debt. In addition, our prior year interest expense included the write-off of debt issuance costs in connection with the amendment to the financing agreements and interest on certain vendor payables.  These decreases were partly offset by increased interest payments on receivables discount programs due to a larger balance of receivables discounted under the program during fiscal 2015 as compared to fiscal 2014.

 

Provision for Income Taxes

Income Tax. Our income tax expense was $9,068,000, an effective tax rate of 44.2%, and $7,333,000, an effective tax rate of 53.1% during fiscal 2015 and 2014, respectively. The primary change in the effective tax rate was due to the impact of non-deductible expenses in connection with the fair value adjustments on the warrants and the impact of the non-deductible executive compensation under Internal Revenue Code Section 162(m).

Income (Loss) from Discontinued Operations

Income (Loss) from Discontinued Operations. Our income from discontinued operations was $100,877,000 during fiscal 2014. The income from discontinued operations during fiscal 2014 consists of (i) a $118,095,000 gain on the deconsolidation of the discontinued subsidiary, including an income tax benefit of $1,374,000, (ii) a loss of approximately $20,464,000 in connection with the guarantee of obligations to certain suppliers of the discontinued subsidiary partly offset by income tax benefits of $9,156,000 recorded during fiscal 2014, and (iii) losses of approximately $5,910,000 incurred by the discontinued subsidiary from April 1, 2013 to May 31, 2013.

Liquidity and Capital Resources

Overview

At March 31, 2016, we had working capital of $8,702,000, a ratio of current assets to current liabilities of 1.1:1, and cash of $21,897,000, compared to working capital of $66,734,000, a ratio of current assets to current liabilities of 1.6:1, and cash of $61,230,000 at March 31, 2015. The significant change in working capital during fiscal 2016 was due to the repayment of our term loans from our cash balance at March 31, 2015. We generated cash during fiscal 2016 from operations, the use of receivable discount programs with certain of our major customers, and from our credit facility. The cash generated from these activities was used to: (i) repay our previous financing agreement which was terminated when we entered into a new credit facility in June 2015, (ii) build up our long-term core inventory to support higher sales, and (iii) make accrued core payments.

We believe our cash and cash equivalents, short-term investments, use of receivable discount programs, amounts available under our credit facility, and other sources are sufficient to satisfy our expected future working capital needs, repayment of the current portion of our term loans, capital lease commitments, and capital expenditure obligations over the next twelve months.

Cash Flows

Our cash flows from our continuing operations as reflected in the consolidated statement of cash flows for fiscal 2016, 2015, and 2014 are summarized as follows:

Fiscal 2016 Compared to Fiscal 2015

Net cash provided by our operating activities was $15,334,000 during fiscal 2016 compared to net cash used in operating activities of $9,457,000 during fiscal 2015. The significant changes in our operating activities for fiscal 2016 were due primarily to (i) increased operating results (net income plus net add-back for non-cash transactions in earnings), (ii) changes in our inventory levels to support our existing and future growth, and (iii) accrued core payments made in fiscal 2016 in connection with the program established in fiscal 2015,

 

Net cash used in investing activities was $7,582,000 and $3,868,000 during fiscal 2016 and 2015, respectively. This increase was due primarily to the acquisition of OE Plus, Ltd. in May 2015 and an increase in our short-term investments.

Net cash used in financing activities was $46,982,000 during fiscal 2016 compared to net cash provided by financing activities of $50,081,000 during fiscal 2015. The change in financing activities was due mainly to the increased net repayment of our long-term debt and an increase in stock options exercised compared to net proceeds received from our public offering in September 2014.

Fiscal 2015 Compared to Fiscal 2014

Net cash used in operating activities from our continuing operations was $9,457,000 during fiscal 2015 compared to net cash provided by operating activities from our continuing operations of $13,290,000 during fiscal 2014. Our prior year operating activities from our continuing operations included the receipt of an income tax refund of $16,472,000. In addition, our prior year accounts payable balances increased more significantly compared to fiscal 2015 as we increased our non-core inventory. The remaining change in cash used from our continuing operations was due to changes in our operating assets and liabilities. Our major use of cash from operations included building our inventory levels to support significant new business awarded to us.

Net cash used in investing activities from our continuing operations was $3,868,000 and $3,032,000 during fiscal 2015 and 2014, respectively. This change was due primarily to (i) purchases of equipment for our manufacturing facilities including for our wheel hub products and new brake master cylinder products and (ii) improvements to our facilities.

Net cash provided by financing activities from our continuing operations was $50,081,000 and $15,642,000 during fiscal 2015 and 2014, respectively. This change was due mainly to the net proceeds of $66,973,000 received from the public offering of our common stock in fiscal 2015 partly offset by the repayment of all amounts outstanding under our revolving loan compared to additional borrowing during fiscal 2014. In addition, fiscal 2014 included financing costs paid in connection with the amendment of our credit agreement.

Capital Resources

Debt

We are party to the following credit agreements.

We were party to a financing agreement (as amended, modified, and restated or supplemented, the “Financing Agreement”) with a syndicate of lenders party thereto, Cerberus Business Finance, LLC, as collateral agent, and PNC Bank, National Association, as administrative agent. The Financing Agreement was comprised of (i) a $95,000,000 term facility (the “Term Loans” and (ii) an up to $40,000,000 revolving facility subject to borrowing base restrictions and a $10,000,000 sublimit for letters of credit (the “Revolving Facility”). The interest rate on our Term Loans was 6.75% at March 31, 2015. The obligations under the Financing Agreement were repaid on June 3, 2015. The repayment of the Term Loans was accounted for as an extinguishment of debt and as a result, we wrote off $5,108,000 of previously deferred debt issuance costs associated with the Term Loans.

On June 3, 2015, we entered into a new $125,000,000 senior secured financing (the “Credit Facility”) with the lenders party thereto, and PNC Bank, National Association, as administrative agent, consisting of (i) a $100,000,000 revolving loan facility, subject to borrowing base restrictions and a $15,000,000 sublimit for letters of credit (the “New Revolving Facility”) and (ii) a $25,000,000 term loan facility (the “New Term Loans”). The loans under the Credit Facility mature on June 3, 2020. In connection with the Credit Facility, the lenders were granted a security interest in substantially all of our assets. Our Credit Facility permits the payment of up to $10,000,000 of dividends per calendar year, subject to a minimum availability threshold and pro forma compliance with financial covenants.

 

In November 2015, we entered into a consent and first amendment to the Credit Facility (the “First Amendment”) which (i) provided consent for us to enter into the litigation settlement agreement with M&T Bank and the trustee in the bankruptcy cases relating to the discontinued subsidiary and (ii) amended certain terms and provisions of the Credit Facility.

The New Term Loans require quarterly principal payments of $781,250 beginning October 1, 2015. The New Revolving Facility and New Term Loans made under the Credit Facility bear interest at rates equal to either LIBOR plus a margin of 2.50%, 2.75% or 3.00% or a reference rate plus a margin of 1.50%, 1.75% or 2.00%, in each case depending on the total leverage ratio as of the applicable measurement date. There is also a facility fee of 0.25% to 0.375%, depending on the total leverage ratio as of the applicable measurement date. The interest rate on our New Term Loans and New Revolving Facility was 2.94% and 3.53%, respectively, at March 31, 2016.

The Credit Facility, among other things, requires us to maintain certain financial covenants including a maximum total leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with all financial covenants as of March 31, 2016.

The following summarizes the financial covenants required under the Credit Facility:

In addition to other covenants, the Credit Facility places limits on our ability to incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, engage in asset sales, redeem or repurchase capital stock, alter the business conducted by us and our subsidiaries, transact with affiliates, prepay, redeem or purchase subordinated debt, and amend or otherwise alter debt agreements.

At March 31, 2016, we had $7,000,000 outstanding under the New Revolving Facility. In addition, $430,000 was reserved for standby letters of credit for workers’ compensation insurance and $600,000 for commercial letters of credit at March 31, 2016. We had no outstanding balance under the Revolving Facility at March 31, 2015. At March 31, 2016, $91,970,000, subject to certain adjustments, was available under the New Revolving Facility.

In August 2012, we entered into the Revolving Credit/Strategic Cooperation Agreement (the “WX Agreement”) with Wanxiang America Corporation (the “Supplier”) and the discontinued subsidiary. In connection with the WX Agreement, we also issued a warrant (the “Supplier Warrant”) to the Supplier to purchase up to 516,129 shares of our common stock for an initial exercise price of $7.75 per share exercisable at any time after August 22, 2014 and on or prior to September 30, 2017. The exercise price is subject to adjustments, among other things, for sales of common stock by us at a price below the exercise price.

The fair value of the Supplier Warrant using the Monte Carlo simulation model was $15,643,000 and $10,506,000 at March 31, 2016 and 2015, respectively. This amount is recorded as a warrant liability which is included in other liabilities in the consolidated balance sheets. During fiscal 2016 and 2015, expenses of $5,137,000 and $459,000, respectively, were recorded in general and administrative expenses due to the change in the fair value of this warrant liability.

 

Receivable Discount Programs

We use receivable discount programs with certain of our major 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 programs allow us to accelerate collection of customers’ receivables. While these programs have improved our liquidity, 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 programs expands or if the discount period is extended to reflect more favorable payment terms granted to customers.

The following is a summary of the receivable discount programs:

Off-Balance Sheet Arrangements

At March 31, 2016, we had no off-balance sheet financing or other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing or other debt arrangements or for other contractually narrow or limited purposes.

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 standards related to fulfillment, price, and quality. Our contracts with major customers expire at various dates through April 2021.

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 available 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 March 2010, our board of directors authorized a share repurchase program of up to $5,000,000 of our outstanding common stock from time to time in the open market and in private transactions at prices deemed appropriate by management. The program does not have an expiration date. Under this program we repurchased and retired a total 67,347 shares at a total cost of $389,000 through fiscal 2013. We did not repurchase any common stock during fiscal 2016, 2015, and 2014.

 

Capital Expenditures and Commitments

Our capital expenditures were $3,747,000 during fiscal 2016. A significant portion of these expenditures relate to the purchase of equipment for our office, manufacturing and warehouse facilities. We expect our fiscal 2017 capital expenditures to be approximately $4,000,000 to support current operations. In addition, we expect to invest additional amounts in connection with the expansion of our operations in Mexico, and are currently finalizing the timing and amount of such initiatives. We expect to use our working capital and incur additional capital lease obligations to finance these capital expenditures.

Contractual Obligations

The following summarizes our contractual obligations and other commitments as of March 31, 2016 and the effect such obligations could have on our cash flows in future periods:

---

(1)	Capital lease obligations represent amounts due under capital leases for various types of equipment.

(2)

Operating lease obligations represent amounts due for rent under our leases for all our office and warehouse facilities and for our Company automobile. The expiration date for the lease of our facility in Mexico is October 2016 and we have the option to extend the lease term for six additional 30-day periods, therefore, operating lease obligations for this facility are included in the above table through April 2017.

(3)	Term loan obligations represent the amounts due for principal payments as well as interest payments to be made. Interest payments were calculated based upon the interest rate for our term loan using the LIBOR option at March 31, 2016 which was 2.94%.

(4)	Accrued core payments represent the amounts due for principal and interest payments 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.

(5)

We are unable to reliably estimate the timing of future payments related to uncertain tax position liabilities at March 31, 2016 in the amount of $1,181,000; therefore, this amount has been excluded from the table above. However, future tax payment accruals related to uncertain tax positions are included in our consolidated balance sheets, reduced by the associated federal deduction for state taxes.

(6)

Other long-term obligations represent commitments we have with certain customers to provide marketing allowances in consideration for long-term agreements to provide products over a defined period, including our May 2016 addendum to a vendor agreement. We are not obligated to provide these marketing allowances should our business relationships end with these customers.

 

Related Party Transactions

Mr. Mel Marks served as a director of our Asian subsidiaries, in addition to his position as one of our directors. Mr. Marks received annual compensation of $150,000 for his services as a director of our Asian subsidiaries for fiscal 2016 and $50,000 for fiscal 2015, in addition to his regular compensation as one of our directors.

During fiscal 2014, we paid $304,000 to Houlihan Lokey Howard & Zukin Capital, Inc. in connection with the restructuring of the discontinued subsidiary. Scott Adelson, a member of our board of directors, is a co-president and global co-head of corporate finance for Houlihan Lokey Howard & Zukin Capital, Inc.  Mr. Adelson recused himself from, or was not present at, any board deliberation or vote related to such retention.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk relates to changes in interest rates and foreign currency exchange rates. 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 borrowing and receivable discount programs, which have interest costs that vary with interest rate movements. Our credit facility bears interest at variable base rates, plus an applicable margin. At March 31, 2016, our net debt obligations totaled $30,047,000. If interest rates were to increase 1%, our net annual interest expense would have increased by approximately $300,000. In addition, for each $10,000,000 of accounts receivable we discount over a period of 180 days, a 1% increase in interest rates would increase our interest expense by $50,000.

Foreign currency risk

We are exposed to foreign currency exchange risk inherent in our anticipated purchases and expenses denominated in currencies other than the U.S. dollar. We transact business in the following foreign currencies; Mexican pesos, Malaysian ringit, Singapore dollar, Chinese yuan, 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. 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, 2016 would have increased our general and administrative expenses by approximately $1,682,000. During fiscal 2016 and 2015, a gain of $777,000 and a loss of $1,034,000, respectively, were recorded in general and administrative expenses due to the change in the value of the forward foreign currency exchange contracts subsequent to entering into the contracts.

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

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures 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 made known to the officers who certify the Company’s financial reports and to other members of senior management and the board of directors 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(b) 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 March 31, 2016.

Management’s Report on Internal Control Over Financial Reporting

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 State 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.

Under the supervision and with the participation of management, including our chief executive officer, chief financial officer, and chief accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2016.

The effectiveness of our internal control over financial reporting as of March 31, 2016 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.

Changes in Internal Control Over Financial Reporting

There were no changes in MPA’s internal control over financial reporting during the fourth quarter ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, MPA’s internal control over financial reporting.

Item 9B.

Other Information

None.

 

PART III

Item 10.

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”).

Item 11.

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

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

Item 13.

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

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

 

PART IV

Item 15.

Exhibits, Financial Statement Schedules

a.	Documents filed as part of this report:

(1)

Index to Consolidated Financial Statements:

(2)

Schedules.

(3)

Exhibits:

 

 

 

 

 

 

 

 

 

---

*	Portions of this exhibit have been granted confidential treatment by the SEC.

**	Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment. A complete version of this exhibit has been filed separately with the SEC.

 

	MOTORCAR PARTS OF AMERICA, INC.
Dated: June 14, 2016	By:	/s/ David Lee
		David Lee
		Chief Financial Officer
Dated: June 14, 2016	By:	/s/ Kevin Daly
		Kevin Daly
		Chief Accounting Officer

/s/ Selwyn Joffe	Chief Executive Officer and Director	June 14, 2016
Selwyn Joffe	(Principal Executive Officer)
/s/ David Lee	Chief Financial Officer	June 14, 2016
David Lee	(Principal Financial Officer)
/s/ Kevin Daly	Chief Accounting Officer	June 14, 2016
Kevin Daly	(Principal Accounting Officer)
/s/ Scott Adelson	Director	June 14, 2016
Scott Adelson
/s/ Rudolph Borneo	Director	June 14, 2016
Rudolph Borneo
/s/ Philip Gay	Director	June 14, 2016
Philip Gay
/s/ Duane Miller	Director	June 14, 2016
Duane Miller
/s/ Jeffrey Mirvis	Director	June 14, 2016
Jeffrey Mirvis
/s/ David Bryan	Director	June 14, 2016
David Bryan
/s/ Joseph Ferguson	Director	June 14, 2016
Joseph Ferguson

	Page
Reports of Independent Registered Public Accounting Firm	51
Consolidated Balance Sheets	F-1
Consolidated Statements of Income	F-2
Consolidated Statements of Comprehensive Income	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

	/s/ Ernst & Young LLP
Los Angeles, California
June 14, 2016

	/s/ Ernst & Young LLP
Los Angeles, California
June 14, 2016

		2016				2015
ASSETS
Current assets:
Cash and cash equivalents		$	21,897,000			$	61,230,000
Short-term investments			1,813,000				699,000
Accounts receivable — net			8,548,000				24,799,000
Inventory— net			58,060,000				56,829,000
Inventory unreturned			10,520,000				7,833,000
Deferred income taxes			33,347,000				22,998,000
Prepaid expenses and other current assets			5,900,000				7,407,000
Total current assets			140,085,000				181,795,000
Plant and equipment — net			16,099,000				12,535,000
Long-term core inventory — net (Note 7)			241,100,000				188,950,000
Long-term core inventory deposits (Note 7)			5,569,000				31,571,000
Long-term deferred income taxes			236,000				261,000
Goodwill			2,053,000				-
Intangible assets — net			4,573,000				2,574,000
Other assets			3,657,000				3,195,000
TOTAL ASSETS		$	413,372,000			$	420,881,000
LIABILITIES AND SHAREHOLDERS'  EQUITY
Current liabilities:
Accounts payable		$	72,152,000			$	61,893,000
Accrued liabilities			9,101,000				10,096,000
Customer finished goods returns accrual			26,376,000				19,678,000
Accrued core payment			8,989,000				13,190,000
Revolving loan			7,000,000				-
Other current liabilities			4,698,000				2,471,000
Current portion of term loan			3,067,000				7,733,000
Total current liabilities			131,383,000				115,061,000
Term loan, less current portion			19,980,000				71,489,000
Long-term accrued core payment			17,550,000				23,880,000
Long-term deferred income taxes			14,315,000				7,803,000
Other liabilities			19,336,000				12,445,000
Total liabilities			202,564,000				230,678,000
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; 18,531,751 and 17,974,598 shares issued and outstanding at March 31, 2016 and 2015, respectively			185,000				180,000
Additional paid-in capital			203,650,000				191,279,000
Retained earnings			11,825,000				1,262,000
Accumulated other comprehensive loss			(4,852,000	)			(2,518,000	)
Total shareholders' equity			210,808,000				190,203,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	413,372,000			$	420,881,000

		2016				2015				2014
Net sales		$	368,970,000			$	301,711,000			$	258,669,000
Cost of goods sold			268,046,000				220,138,000				177,103,000
Gross profit			100,924,000				81,573,000				81,566,000
Operating expenses:
General and administrative			49,665,000				37,863,000				39,684,000
Sales and marketing			9,965,000				7,851,000				7,838,000
Research and development			3,008,000				2,273,000				1,940,000
Total operating expenses			62,638,000				47,987,000				49,462,000
Operating income			38,286,000				33,586,000				32,104,000
Interest expense, net			16,244,000				13,065,000				18,289,000
Income from continuing operations before income tax expense			22,042,000				20,521,000				13,815,000
Income tax expense			11,479,000				9,068,000				7,333,000
Income from continuing operations			10,563,000				11,453,000				6,482,000
Income from discontinued operations			-				-				100,877,000
Net income		$	10,563,000			$	11,453,000			$	107,359,000
Basic net income per share from continuing operations		$	0.58			$	0.68			$	0.45
Basic net income per share from discontinued operations			-				-				6.89
Basic net income per share		$	0.58			$	0.68			$	7.34
Diluted net income per share from continuing operations		$	0.55			$	0.65			$	0.42
Diluted net income per share from discontinued operations			-				-				6.59
Diluted net income per share		$	0.55			$	0.65			$	7.01
Weighted average number of shares outstanding:
Basic			18,233,163				16,734,539				14,633,946
Diluted			19,066,093				17,605,940				15,317,931

		2016				2015				2014
Net income		$	10,563,000			$	11,453,000			$	107,359,000
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on short-term investments (net of tax of $(8,000), $16,000, and $22,000, respectively			(13,000	)			24,000				34,000
Foreign currency translation loss			(2,321,000	)			(1,665,000	)			(65,000	)
Total other comprehensive loss, net of tax			(2,334,000	)			(1,641,000	)			(31,000	)
Comprehensive income		$	8,229,000			$	9,812,000			$	107,328,000

		Common Stock
		Shares				Amount				Additional Paid-in Capital Common  Stock				Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Income (Loss)				Total
Balance at March 31, 2013			14,460,979			$	145,000			$	114,737,000			$	(117,550,000	)		$	(846,000	)		$	(3,514,000	)
Compensation recognized under employee stock plans			-				-				969,000				-				-				969,000
Common stock issued under stock plans, net of shares withheld for employee taxes			606,666				6,000				5,760,000												5,766,000
Repurchase of options granted											(627,000	)											(627,000	)
Tax benefit from employee stock options exercised			-				-				(286,000	)			-				-				(286,000	)
Unrealized gain (loss) on investments, net of tax			-				-				-				-				34,000				34,000
Foreign currency translation			-				-				-				-				(65,000	)			(65,000	)
Net income			-				-				-				107,359,000				-				107,359,000
Balance at March 31, 2014			15,067,645			$	151,000			$	120,553,000			$	(10,191,000	)		$	(877,000	)		$	109,636,000
Compensation recognized under employee stock plans			-				-				2,210,000				-				-				2,210,000
Common stock issued under stock plans, net of shares withheld for employee taxes			123,734				1,000				1,246,000												1,247,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes			23,219				-				(806,000	)											(806,000	)
Tax benefit from employee stock options exercised			-				-				1,131,000				-				-				1,131,000
Common stock issued in connection with public offering			2,760,000				28,000				71,732,000				-				-				71,760,000
Stock issuance costs			-				-				(4,787,000	)											(4,787,000	)
Unrealized gain (loss) on investments, net of tax			-				-				-				-				24,000				24,000
Foreign currency translation			-				-				-				-				(1,665,000	)			(1,665,000	)
Net income			-				-				-				11,453,000				-				11,453,000
Balance at March 31, 2015			17,974,598			$	180,000			$	191,279,000			$	1,262,000			$	(2,518,000	)		$	190,203,000
Compensation recognized under employee stock plans			-				-				2,584,000				-				-				2,584,000
Common stock issued under stock plans, net of shares withheld for employee taxes			510,637				5,000				5,387,000				-				-				5,392,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes			46,516				-				(913,000	)			-				-				(913,000	)
Tax benefit from employee stock options exercised			-				-				5,313,000				-				-				5,313,000
Unrealized gain (loss) on investments, net of tax			-				-				-				-				(13,000	)			(13,000	)
Foreign currency translation			-				-				-				-				(2,321,000	)			(2,321,000	)
Net income			-				-				-				10,563,000				-				10,563,000
Balance at March 31, 2016			18,531,751			$	185,000			$	203,650,000			$	11,825,000			$	(4,852,000	)		$	210,808,000

		2016				2015				2014
Cash flows from operating activities:
Net income		$	10,563,000			$	11,453,000			$	107,359,000
Less income from discontinued operations			-				-				100,877,000
Income from continuing operations			10,563,000				11,453,000				6,482,000
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:
Depreciation			2,315,000				1,851,000				2,003,000
Amortization of intangible assets			621,000				670,000				739,000
Amortization of debt issuance costs			790,000				1,702,000				4,574,000
Write-off of debt issuance costs			5,108,000				-				-
Amortization of interest on accrued core payments			736,000				-				-
Loss due to the change in the fair value of the warrant liability			5,137,000				459,000				10,443,000
Gain due to the change in the fair value of the contingent consideration			(990,000	)			-				-
Gain on extinguishment of warrant liability			-				-				(216,000	)
Gain on redemption of short term investment			-				(4,000	)			-
Net provision for inventory reserves			4,518,000				1,635,000				1,620,000
Net (recovery of) provision for customer payment discrepancies			(299,000	)			91,000				(10,000	)
Net provision for (recovery of) doubtful accounts			4,404,000				184,000				(47,000	)
Deferred income taxes			(3,781,000	)			5,831,000				20,124,000
Share-based compensation expense			2,584,000				2,209,000				969,000
Impact of tax benefit on APIC pool from stock options exercised			-				-				569,000
Loss on disposal of plant and equipment			7,000				16,000				9,000
Changes in current assets and liabilities:
Accounts receivable			4,647,000				(2,790,000	)			(18,342,000	)
Inventory			3,054,000				(10,239,000	)			(14,478,000	)
Inventory unreturned			(2,687,000	)			(299,000	)			(552,000	)
Prepaid expenses and other current assets			2,765,000				(3,451,000	)			3,689,000
Other assets			(477,000	)			(491,000	)			(463,000	)
Accounts payable and accrued liabilities			6,620,000				3,621,000				18,965,000
Customer finished goods returns accrual			6,698,000				3,427,000				1,961,000
Deferred core revenue			-				(15,065,000	)			3,051,000
Long-term core inventory			(53,408,000	)			(46,466,000	)			(26,519,000	)
Long-term core inventory deposits			26,002,000				(2,196,000	)			(1,766,000	)
Accrued core payments			(11,266,000	)			37,070,000				-
Other liabilities			1,673,000				1,325,000				485,000
Net cash provided by (used in) operating activities from continuing operations			15,334,000				(9,457,000	)			13,290,000
Net cash provided by operating activities from discontinued operations			-				-				227,000
Net cash provided by (used in) operating activities			15,334,000				(9,457,000	)			13,517,000
Cash flows from investing activities:
Purchase of plant and equipment			(3,747,000	)			(3,734,000	)			(2,978,000	)
Purchase of business			(2,701,000	)			-				-
Additions to short term investments			(1,134,000	)			(134,000	)			(54,000	)
Net cash used in investing activities from continuing operations			(7,582,000	)			(3,868,000	)			(3,032,000	)
Net cash used in investing activities from discontinued operations			-				-				(295,000	)
Net cash used in investing activities			(7,582,000	)			(3,868,000	)			(3,327,000	)
Cash flows from financing activities:
Borrowings under revolving loan			29,000,000				-				10,000,000
Repayments under revolving loan			(22,000,000	)			(10,000,000	)			-
Borrowings under term loan			25,000,000				-				20,000,000
Repayments of term loan			(86,063,000	)			(8,400,000	)			(11,600,000	)
Payments for debt issuance costs			(2,337,000	)			-				(5,221,000	)
Payments on capital lease obligations			(374,000	)			(64,000	)			(196,000	)
Exercise of stock options			5,392,000				1,247,000				5,766,000
Excess tax benefits from stock-based compensation			5,313,000				1,131,000				(286,000	)
Cash used to net share settle equity awards			(913,000	)			(806,000	)			-
Repurchase of common stock and options, including fees			-				-				(627,000	)
Repurchase of warrants			-				-				(2,194,000	)
Proceeds from issuance of common stock			-				71,760,000				-
Stock issuance costs			-				(4,787,000	)			-
Net cash (used in) provided by financing activities from continuing operations			(46,982,000	)			50,081,000				15,642,000
Net cash used in financing activities from discontinued operations			-				-				(20,636,000	)
Net cash (used in) provided by financing activities			(46,982,000	)			50,081,000				(4,994,000	)
Effect of exchange rate changes on cash and cash equivalents			(103,000	)			(125,000	)			(31,000	)
Net (decrease) increase in cash and cash equivalents			(39,333,000	)			36,631,000				5,165,000
Cash and cash equivalents — Beginning of period from continuing operations			61,230,000				24,599,000				19,346,000
Cash and cash equivalents — Beginning of period from discontinued operations			-				-				88,000
Cash and cash equivalents — End of period			21,897,000				61,230,000				24,599,000
Less cash and cash equivalents — End of period from discontinued operations			-				-				-
Cash and cash equivalents — End of period from continuing operations		$	21,897,000			$	61,230,000			$	24,599,000
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net		$	9,812,000			$	11,369,000			$	14,647,000
Income taxes, net of refunds			3,762,000				4,918,000				(16,472,000	)
Non-cash investing and financing activities:
Property acquired under capital lease		$	2,454,000			$	274,000			$	303,000
Contingent consideration			1,320,000				-				-

		Years Ended March 31,
		2016				2015				2014
Income from continuing operations		$	10,563,000			$	11,453,000			$	6,482,000
Income from discontinued operations			-				-				100,877,000
Net income		$	10,563,000			$	11,453,000			$	107,359,000
Basic shares			18,233,163				16,734,539				14,633,946
Effect of dilutive stock options and warrants			832,930				871,401				683,985
Diluted shares			19,066,093				17,605,940				15,317,931
Net income per share:
Basic net income per share from continuing operations		$	0.58			$	0.68			$	0.45
Basic net income per share from discontinued operations			-				-				6.89
Basic net income per share		$	0.58			$	0.68			$	7.34
Diluted net income per share from continuing operations		$	0.55			$	0.65			$	0.42
Diluted net income per share from discontinued operations			-				-				6.59
Diluted net income per share		$	0.55			$	0.65			$	7.01

		Years Ended March 31,
		2016				2015				2014
Weighted average risk free interest rate			1.73	%			1.75	%			1.88	%
Weighted average expected holding period (years)			5.76				5.01				5.89
Weighted average expected volatility			46.84	%			46.02	%			48.15	%
Weighted average expected dividend yield			-				-				-
Weighted average fair value of options granted		$	14.14			$	9.65			$	5.16

				2016								2015
		Weighted Average Amortization  Period		Gross Carrying Value				Accumulated Amortization				Gross Carrying Value				Accumulated Amortization
Intangible assets subject to amortization
Trademarks		11 years		$	705,000			$	127,000			$	397,000			$	278,000
Customer relationships		13 years			5,900,000				1,905,000				6,211,000				3,756,000
Total				$	6,605,000			$	2,032,000			$	6,608,000			$	4,034,000

		Years Ended March 31,
		2016				2015				2014
Amortization expense		$	621,000			$	670,000			$	739,000

Year Ending March 31,
2017		$	580,000
2018			580,000
2019			580,000
2020			580,000
2021			580,000
Thereafter			1,673,000
Total		$	4,573,000

		2016				2015
Accounts receivable — trade		$	62,206,000			$	62,171,000
Allowance for bad debts			(4,284,000	)			(629,000	)
Customer allowances earned			(12,029,000	)			(7,221,000	)
Customer payment discrepancies			(703,000	)			(852,000	)
Customer returns RGA issued			(6,561,000	)			(7,029,000	)
Customer core returns accruals			(30,081,000	)			(21,641,000	)
Less: total accounts receivable offset accounts			(53,658,000	)			(37,372,000	)
Total accounts receivable — net		$	8,548,000			$	24,799,000

		Years Ended March 31,
		2016				2015				2014
Balance at beginning of period		$	10,904,000			$	8,039,000			$	6,205,000
Charged to expense			80,099,000				65,469,000				56,284,000
Amounts processed			(80,158,000	)			(62,604,000	)			(54,450,000	)
Balance at end of period		$	10,845,000			$	10,904,000			$	8,039,000

		2016				2015
Non-core inventory
Raw materials		$	17,394,000			$	18,836,000
Work-in-process			135,000				255,000
Finished goods			42,982,000				39,828,000
			60,511,000				58,919,000
Less allowance for excess and obsolete inventory			(2,451,000	)			(2,090,000	)
Total		$	58,060,000			$	56,829,000
Inventory unreturned		$	10,520,000			$	7,833,000
Long-term core inventory
Used cores held at the Company's facilities		$	34,405,000			$	27,417,000
Used cores expected to be returned by customers			10,781,000				9,799,000
Remanufactured cores held in finished goods			24,489,000				21,557,000
Remanufactured cores held at customers' locations (1)			172,600,000				130,762,000
			242,275,000				189,535,000
Less allowance for excess and obsolete inventory			(1,175,000	)			(585,000	)
Total		$	241,100,000			$	188,950,000
Long-term core inventory deposits (1)..		$	5,569,000			$	31,571,000

		2016				2015
Machinery and equipment		$	29,340,000			$	25,963,000
Office equipment and fixtures			10,527,000				8,602,000
Leasehold improvements			7,391,000				7,422,000
			47,258,000				41,987,000
Less accumulated depreciation			(31,159,000	)			(29,452,000	)
Total		$	16,099,000			$	12,535,000

		2016				2015
Cost		$	2,764,000			$	617,000
Less: accumulated depreciation			(370,000	)			(95,000	)
Total		$	2,394,000			$	522,000

Year Ending March 31,
2017		$	693,000
2018			684,000
2019			652,000
2020			586,000
2021			250,000
Total minimum lease payments			2,865,000
Less amount representing interest			(257,000	)
Present value of future minimum lease payments			2,608,000
Less current portion of lease payments			(592,000	)
Long-term portion of  lease payments		$	2,016,000

Year Ending March 31,
2017		$	9,536,000
2018			9,442,000
2019			8,567,000
Total accrued core payments			27,545,000
Less amount representing interest			(1,006,000	)
Present value of accrued core payments			26,539,000
Less current portion of accrued core payments			(8,989,000	)
Long-term portion of  accrued core payments		$	17,550,000

		2016				2015
Principal amount of term loan		$	23,438,000			$	84,500,000
Unamortized financing fees			(391,000	)			(5,278,000	)
Net carrying amount of term loan			23,047,000			$	79,222,000
Less current portion of term loan			(3,067,000	)			(7,733,000	)
Long-term portion of term loan		$	19,980,000			$	71,489,000

Year Ending March 31,
2017			3,125,000
2018			3,125,000
2019			3,125,000
2020			3,125,000
2021			10,938,000
Total payments		$	23,438,000

		Years Ended March 31,
		2016				2015
Receivables discounted		$	331,176,000			$	260,973,000
Weighted average days			341				336
Weighted average discount rate			2.3	%			2.0	%
Amount of discount as interest expense		$	7,257,000			$	4,917,000

		Gain (Loss) Recognized within General and Administrative Expenses
Derivatives Not Designated as		Years Ended March 31,
Hedging Instruments		2016				2015				2014
Forward foreign currency exchange contracts		$	777,000			$	(1,034,000	)		$	(842,000	)

		March 31, 2016																March 31, 2015
						Fair Value Measurements Using Inputs Considered as																Fair Value Measurements Using Inputs Considered as
		Fair Value				Level 1				Level 2				Level 3				Fair Value				Level 1				Level 2				Level 3
Assets
Short-term investments
Mutual funds		$	1,813,000			$	1,813,000				-				-			$	699,000			$	699,000				-				-
Liabilities
Accrued liabilities
Contingent consideration			224,000				-				-			$	224,000				-				-				-				-
Other current liabilities
Deferred compensation			1,813,000				1,813,000				-				-				699,000				699,000				-				-
Forward foreign currency exchange contracts			416,000				-			$	416,000				-				1,193,000				-			$	1,193,000				-
Other liabilities
Warrant liability			15,643,000				-				-				15,643,000				10,506,000				-				-			$	10,506,000
Contingent consideration			106,000				-				-				106,000				-				-				-				-

		March 31, 2016
Risk free interest rate			0.66	%
Expected life in years			1.50
Expected volatility			40.40	%
Dividend yield			-
Probability of future financing			0	%

		Years Ended March 31,
		2016								2015
		Supplier Warrant				Contingent Consideration				Supplier Warrant				Contingent Consideration
Beginning balance		$	10,506,000			$	-			$	10,047,000			$	-
Newly issued			-				1,320,000				-				-
Total (gain) loss included in net income			5,137,000				(990,000	)			459,000				-
Exercises/settlements			-				-				-				-
Net transfers in (out) of Level 3			-				-				-				-
Ending balance		$	15,643,000			$	330,000			$	10,506,000			$	-

Year Ending March 31,
2017		$	3,448,000
2018			1,767,000
2019			1,587,000
2020			1,296,000
2021			1,329,000
Thereafter			1,348,000
Total minimum lease payments		$	10,775,000

		Years Ended March 31,
		2016				2015				2014
Allowances incurred under long-term customer contracts		$	29,845,000			$	18,358,000			$	16,099,000
Allowances related to a single exchange of product			47,451,000				36,112,000				30,948,000
Allowances related to core inventory purchase obligations			2,268,000				15,540,000				2,506,000
Total customer allowances recorded as a reduction of revenues		$	79,564,000			$	70,010,000			$	49,553,000

Year Ending March 31,
2017		$	48,754,000
2018			14,311,000
2019			2,442,000
2020			1,345,000
2021			1,341,000
Total marketing allowances		$	68,193,000

		Years Ended March 31,
		2016				2015				2014
Customer A			48	%			56	%			53	%
Customer B			18	%			19	%			19	%
Customer C			21	%			11	%			11	%

		2016				2015
Customer A			37	%			48	%
Customer B			17	%			16	%
Customer C			15	%			12	%

		Years Ended March 31,
		2016				2015				2014
Rotating electrical products			78	%			82	%			89	%
Wheel hub products			20	%			17	%			11	%
Brake master cylinders products			2	%			1	%			-	%
			100	%			100	%			100	%

		Years Ended March 31,
		2016				2015				2014
Current tax expense
Federal		$	12,400,000			$	1,523,000			$	4,564,000
State			1,995,000				1,100,000				614,000
Foreign			803,000				527,000				599,000
Total current tax expense			15,198,000				3,150,000				5,777,000
Deferred tax (benefit) expense
Federal			(2,929,000	)			5,553,000				2,477,000
State			(757,000	)			93,000				(162,000	)
Foreign			(33,000	)			272,000				(759,000	)
Total deferred tax (benefit) expense			(3,719,000	)			5,918,000				1,556,000
Total income tax expense		$	11,479,000			$	9,068,000			$	7,333,000

		2016				2015
Assets
Accounts receivable valuation		$	6,438,000			$	3,100,000
Allowance for customer incentives			769,000				1,296,000
Inventory obsolescence reserve			1,431,000				1,056,000
Stock options			1,714,000				1,931,000
Intangibles, net			380,000				846,000
Estimate for returns			3,785,000				986,000
Accrued compensation			1,485,000				2,563,000
Net operating losses			2,070,000				3,007,000
Tax credits			1,660,000				832,000
Other			2,583,000				2,154,000
Total deferred tax assets		$	22,315,000			$	17,771,000
Liabilities
Property and equipment, net			(1,119,000	)			(807,000	)
Other			(2,124,000	)			(1,635,000	)
Total deferred tax liabilities		$	(3,243,000	)		$	(2,442,000	)
Less valuation allowance		$	-			$	-
Net deferred tax assets		$	19,072,000			$	15,329,000
Net current deferred income tax asset		$	33,347,000			$	22,998,000
Net long-term deferred income tax liability			(14,315,000	)			(7,803,000	)
Net current deferred income tax liability			(196,000	)			(127,000	)
Net long-term deferred income tax asset			236,000				261,000
Total		$	19,072,000			$	15,329,000

		Years Ended March 31,
		2016				2015				2014
Statutory federal income tax rate			35.0	%			35.0	%			34.0	%
State income tax rate, net of federal benefit			4.0	%			2.2	%			2.4	%
Change in deferred tax rate			-	%			(0.2	)%			(1.8	)%
Foreign income taxed at different rates			(0.8	)%			(0.9	)%			(7.2	)%
Warrants			8.2	%			0.8	%			25.7	%
Non-deductible executive compensation			2.2	%			3.4	%			1.6	%
Uncertain Tax Positions			0.4	%			2.5	%			(2.4	)%
Other income tax			3.1	%			1.4	%			0.8	%
			52.1	%			44.2	%			53.1	%

		Years Ended March 31,
		2016				2015				2014
Balance at beginning of period		$	1,117,000			$	540,000			$	827,000
Additions based on tax positions related to the current year			57,000				359,000				71,000
Additions for tax positions of prior year			217,000				336,000				-
Reductions for tax positions of prior year			(210,000	)			(118,000	)			(358,000	)
Settlements			-				-				-
Balance at end of period		$	1,181,000			$	1,117,000			$	540,000

		Number of Shares				Weighted Average Exercise Price
Outstanding at March 31, 2015			1,389,254			$	9.97
Granted			111,222			$	31.16
Exercised			(510,637	)		$	10.56
Cancelled			(5,773	)		$	23.22
Outstanding at March 31, 2016			984,066			$	11.98

			Options Outstanding																Options Exercisable
Range of Exercise price			Shares				Weighted Average Exercise Price				Weighted Average Remaining Life In Years				Aggregate Intrinsic Value				Shares				Weighted Average Exercise Price				Aggregate Intrinsic Value
$	4.17 to $6.25			80,000			$	5.22				3.03			$	2,621,000				80,000			$	5.22			$	2,621,000
$	6.46 to $7.43			370,167				6.51				6.56				11,650,000				370,167				6.51				11,650,000
$	9.32 to $9.90			208,399				9.33				7.40				5,971,000				122,933				9.33				3,522,000
$	10.01 to $19.94			142,016				13.49				2.39				3,478,000				125,350				12.69				3,170,000
$	22.93 to $34.17			183,484			$	27.82				8.93				1,865,000				22,062			$	23.07				328,000
				984,066			$	11.98				6.29			$	25,585,000				720,512			$	8.43			$	21,291,000

		Number of Shares				Weighted Average Grant Date Fair Value
Non-vested at March 31, 2015			181,443			$	16.84
Granted			49,702			$	31.50
Vested			(75,519	)		$	15.34
Cancelled			(2,099	)		$	20.05
Non-vested at March 31, 2016			153,527			$	22.28

		2016												2015
		Unrealized Gain (Loss) on Short-Term Investments				Foreign Currency Translation				Total				Unrealized Gain on Short-Term Investments				Foreign Currency Translation				Total
Beginning balance		$	345,000			$	(2,863,000	)		$	(2,518,000	)		$	321,000			$	(1,198,000	)		$	(877,000	)
Other comprehensive (loss) income, net of tax			(13,000	)			(2,321,000	)			(2,334,000	)			26,000				(1,665,000	)			(1,639,000	)
Amounts reclassified from other comprehensive income (loss), net of tax			-				-				-				(2,000	)			-				(2,000	)
Ending balance		$	332,000			$	(5,184,000	)		$	(4,852,000	)		$	345,000			$	(2,863,000	)		$	(2,518,000	)

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales		$	85,835,000			$	91,670,000			$	94,022,000			$	97,443,000
Cost of goods sold			59,844,000				69,850,000				65,123,000				73,229,000
Gross profit			25,991,000				21,820,000				28,899,000				24,214,000
Operating expenses:
General and administrative			11,360,000				18,219,000				8,802,000				11,284,000
Sales and marketing			2,280,000				2,632,000				2,671,000				2,382,000
Research and development			736,000				646,000				711,000				915,000
Total operating expenses			14,376,000				21,497,000				12,184,000				14,581,000
Operating income			11,615,000				323,000				16,715,000				9,633,000
Other expense:
Interest expense, net			8,437,000				2,613,000				2,516,000				2,678,000
Income (loss) before income tax expense (benefit)			3,178,000				(2,290,000	)			14,199,000				6,955,000
Income tax expense (benefit)			1,268,000				(898,000	)			6,451,000				4,658,000
Net income (loss)		$	1,910,000			$	(1,392,000	)		$	7,748,000			$	2,297,000
Basic net income (loss) per share		$	0.11			$	(0.08	)		$	0.42			$	0.12
Diluted net income (loss) per share		$	0.10			$	(0.08	)		$	0.41			$	0.12

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales		$	62,975,000			$	70,840,000			$	83,992,000			$	83,904,000
Cost of goods sold			45,159,000				52,420,000				59,564,000				62,995,000
Gross profit			17,816,000				18,420,000				24,428,000				20,909,000
Operating expenses:
General and administrative			5,392,000				9,812,000				12,628,000				10,031,000
Sales and marketing			1,826,000				1,837,000				2,281,000				1,907,000
Research and development			522,000				539,000				601,000				611,000
Total operating expenses			7,740,000				12,188,000				15,510,000				12,549,000
Operating income			10,076,000				6,232,000				8,918,000				8,360,000
Other expense:
Interest expense, net			3,413,000				3,339,000				3,165,000				3,148,000
Income before income tax expense			6,663,000				2,893,000				5,753,000				5,212,000
Income tax expense			2,714,000				1,418,000				2,826,000				2,110,000
Net income		$	3,949,000			$	1,475,000			$	2,927,000			$	3,102,000
Basic net income per share		$	0.26			$	0.09			$	0.16			$	0.17
Diluted net income per share		$	0.25			$	0.09			$	0.16			$	0.16

Years Ended March 31,		Description		Balance at beginning of period				Charge to (recovery of) bad debts expense				Amounts written off				Balance at end of period
2016		Allowance for doubtful accounts		$	629,000			$	4,404,000			$	749,000			$	4,284,000
2015		Allowance for doubtful accounts		$	854,000			$	184,000			$	409,000			$	629,000
2014		Allowance for doubtful accounts		$	1,019,000			$	(47,000	)		$	118,000			$	854,000

Years Ended March 31,		Description		Balance at beginning of period				Charge to (recovery of) discrepancies expense				Amounts Processed				Balance at end of period
2016		Allowance for customer-payment discrepancies		$	852,000			$	(299,000	)		$	(150,000	)		$	703,000
2015		Allowance for customer-payment discrepancies		$	577,000			$	91,000			$	(184,000	)		$	852,000
2014		Allowance for customer-payment discrepancies		$	514,000			$	(10,000	)		$	(73,000	)		$	577,000

Years Ended March 31,		Description		Balance at beginning of period				Provision for excess and obsolete inventory				Amounts written off				Balance at end of period
2016		Allowance for excess and obsolete inventory		$	2,675,000			$	4,518,000			$	3,567,000			$	3,626,000
2015		Allowance for excess and obsolete inventory		$	2,708,000			$	1,635,000			$	1,668,000			$	2,675,000
2014		Allowance for excess and obsolete inventory		$	2,498,000			$	1,620,000			$	1,410,000			$	2,708,000