Exhibit 1.01
Introduction
MOTORCAR PARTS OF AMERICA, INC.
Conflict Minerals Report
For The Year Ended December 31, 2024
This Conflict Minerals Report for Motorcar Parts of America, Inc. and its subsidiaries (the "Company," "MPA," "we," or "us") covers the reporting period from January 1, 2024, to December 31, 2024, and is presented in accordance with the Securities Exchange Act of 1934, Rule 13p-1 (the "Rule") and the requirements of Form SD.
The Rule implements reporting and disclosure requirements as directed by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Act") related to conflict minerals (as defined in the Act). The Rule imposes certain reporting obligations on SEC registrants whose products contain conflict minerals which are necessary to the functionality or production of their products.
This Conflict Minerals Report is filed as Exhibit 1.01 to our Specialized Disclosure Report on Form SD and is also posted on the MPA Corporate website under Governance.
MPA is a leading manufacturer, remanufacturer, and distributor of aftermarket automotive parts for import and domestic cars, light trucks, heavy duty, agricultural and industrial applications. Our products include (i) rotating electrical products such as alternators and starters, (ii) wheel hub assemblies and bearings, (iii) brake calipers and master cylinders, and (iv) other products which include turbochargers and brake power boosters. Our report also includes applicable and similar Heavy-Duty products by our Dixie Electric line, as well as our D&V Electronics Testers.
Our supply chain consists of many tiers. First, tier suppliers are those suppliers with whom we have a direct business relationship. There may be several tiers in the supply chain between our first-tier suppliers and a mine.
Conflict Minerals Program
To determine if we manufacture or contract to manufacture products that may contain Tin, Tantalum, Tungsten or Gold (3TG or "conflict minerals"), we review our volume of first tier (i.e., direct) suppliers and product lines to see who may use conflict minerals in their products or finished goods, by confirmation or CMRT request. Of the scope where the supplier base may contain 3TG minerals, we had a 97% response rate, and 50% confirmed no applicability.
We spoke with our product engineers and/or used the International Material Data System (IMDS) database, as applicable. IMDS is the automotive industry's material data system. It is a computer-based data system used primarily by automakers and Original Equipment Manufacturers (OEM) to manage regulatory material compliance of vehicles and vehicle parts.
Based on this internal assessment of our product materials, we concluded that Tin, Tantalum, Tungsten and/or Gold may be present in some of the products we manufacture (or remanufacture), or contract to manufacture, and may be necessary to their functionality. Applicable products include starters, alternators, armatures, rectifiers, regulators, and solenoids. Other applicable items within these products that may contain conflict minerals are brushes, diodes, slip rings, bushings, electronics transistors, solder wire, bonding wire, and electronic radial lead caps.
Conflict minerals are present in very small quantities, with Tin being the conflict mineral included in more products than any other.
Solenoids contain a combined average weight of approximately 12.1% Tin.
Rectifiers, including assemblies and capacitors, contain a combined average weight of approximately 12.11% Tin, and with very small traces of Gold with less than .01%.
Regulators contain a combined average weight of approximately 11.64 % for Tin.
Regulator Assemblies also contain a trace combined average amount of Tantalum and Tungsten, with reported combined weight of less than 0.01%, and traces of Gold approximately 1.61%.
Armatures contain a trace amount of Tin .03%; Starters contain Tin & Tantalum with Tin being .22% and Tantalum is very small trace amounts.
Alternators contain Tin, Gold & Tantalum with the latter two being very small trace amounts and Tin being less than the combined average weight of .03%.
The starters, alternators, armatures, rectifiers, regulators, and solenoids we purchase are not specially manufactured to our specifications but rather purchased as stock items. Often Tin, a conflict mineral, is a component of these purchased items, and sometimes Tantalum, Tungsten and Gold may be included. In our experience, the most common place where the conflict mineral appears is in the solder, which makes up a very small portion of the product.
2.
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REASONABLE COUNTRY OF ORIGIN INQUIRY
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MPA performed an internal assessment of its supply chain to identify those suppliers of products that contain or may contain conflict minerals. Although many of our suppliers and their sub-tier suppliers are not directly subject to the same conflict mineral laws and regulations, we nevertheless surveyed these suppliers with the expectation that they would in turn survey their direct suppliers, and so on, all the way down through the manufacturing supply chain to the processing facilities and mines. We did this to determine whether any of the necessary conflict minerals in our products originated in the Democratic Republic of Congo (DRC) or an adjoining country (as defined in the Act) or were from recycled or scrap sources. We identified thirty-three first tier suppliers of alternators, starters, armatures, rectifiers, regulators, and solenoids, or electronic test devices.
As a result of these efforts, MPA concluded that it is possible that some of the 3TG in products we manufacture, remanufacture, or contract to manufacture could originate from Covered Countries. Pursuant to the Rule, MPA therefore undertook due diligence measures on the source and chain of custody of these conflict minerals.
Due Diligence
Our due diligence measures have been designed to conform, in all material respects, to the framework provided by the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict- Affected and High-Risk Areas, Third Edition (OECD Guidance) and the related supplements for Tin, Tantalum, Tungsten and Gold.We performed due diligence measures relevant to the reporting period, including the actions described below, which are presented in alignment with the five steps of the OECD Guidance.
3.1. OECD Step 1-Establish Strong Company Management Systems.
3.1.1. Adopt a Policy Statement. Our Board of Directors adopted a Policy Statement on Conflict Minerals ("Conflict Minerals Policy"), which is posted on the Company's website.
3.1.2. Structure Internal Management Systems to Support Due Diligence Efforts.
3.1.2.1. Maintain a Conflict Minerals Team. The conflict minerals team (team) is sponsored by our SVP Operations RE/Supply Chain RE and includes representatives from our purchasing, engineering, quality control, and legal departments. The team monitors compliance with the Conflict Minerals Policy by the Company and our suppliers, and reports on program activities to executive management and the Audit Committee of our Board of Directors.
3.1.2.2. Engage Industry Members. Due to our position in the supply chain and limited insight into and lack of leverage over the deeper levels of the supply chain, we engage and actively cooperate with other industry members via our participation in the Automotive Industry Action Group (AIAG). We use the tools and programs developed by the Responsible Minerals Initiative (RMI), especially the Conflict Minerals Reporting Template (CMRT) and the Responsible Minerals Initiative Program (RMIP). We also use the AIAG CM-3 Guide for Conflict Minerals Reporting to the Automotive Industry, 6. Edition (AIAG Guide for Reporting).
3.1.3. Provide Awareness Letters and Offer Training.
3.1.3.1. Provide Awareness Letters. We provided direct suppliers awareness letters that communicated our Conflict Minerals Policy and expectations comply with the requirements of the Act. We did this to highlight the importance of a conflict- free supply chain.
3.1.3.2. Offer Training. We offered to conduct or arrange for training of Company and supplier personnel concerning requirements or expectations pertaining to conflict minerals.Focus areas offered training included completion of the CMRT, the importance of engaging the complete supply chain, and providing a response in a timely manner.
3.1.4. Establish a Grievance Mechanism. We maintained a company ethics reporting process that is available internally and externally to report concerns, including those related to conflict minerals. Guidance for using
the ethics reporting process is included in our Code of Business Conduct and Ethics available on our website und Investors / Governance.
3.1.5. Report Findings to Senior Management. We periodically reported information on the status of our conflict minerals program, including the source of conflict minerals in our supply chain to senior management and the Audit Committee of our Board of Directors.
3.2. OECD Step 2-Identify and Assess Risk in the Supply Chain.
3.2.1. Identify Risk in the Supply Chain. To identify risks in our supply chain, we require our direct suppliers to provide supply chain information using the CMRT on the necessary conflict minerals in their supply chain. We also asked our direct suppliers to confirm in a separate letter that the supplier has completed the CMRT to the "best of its knowledge and in good faith", including obtaining such CMRTs from its sub-tier suppliers.
3.2.2. Assess Risk in the Supply Chain.
3.2.2.1. Assess Product Reporting Risk. For most of our suppliers, we purchase only a few of the products they manufacture or contract to manufacture. As such, we recognize there is a risk that we can receive information on smelters or refiners in companywide CMRTs that include many smelters and refiners that are not in the supply chain for the products we manufacture or contract to manufacture. This presents a risk of compiling inaccurate information on the Tin, Tantalum, Tungsten and Gold smelters and refiners in our supply chain. We requested that suppliers provide us with a CMRT that included only the products we purchase, or some other user-defined scope that reduces the likelihood and extent of irrelevant or inaccurate smelters and refiner information.
3.2.2.2. Assess Smelters and Refiners Reporting Risk. Upon receipt of a CMRT from a supplier, we reviewed the responses for completeness, logic, and reasonableness. For example, we checked suppliers' CMRTs to make sure they had included smelters or refiners for the conflict minerals we know to be in the products we purchase from them.We evaluated suppliers' responses against the AIAG Guide for Reporting criteria. In accordance with these criteria, we requested additional information for suppliers' responses considered incomplete, inconsistent, or nonresponsive, with the goal of obtaining a complete list of all processing facilities and mines, inclusive of their countries or location of origin.
3.2.2.3. Assess Supply Chain Reporting Risk. We recognize that a company's awareness of the conflict minerals issue, and commitment to a conflict-free supply chain are components of our ability to obtain meaningful information, and to pursue a conflict-free supply chain. As a mechanism to identify and assess the risk of lack of awareness or inattention to conflict minerals, we checked the websites for many of our key suppliers to determine if they have conflict minerals policies. We reviewed these policies to check whether they require their own suppliers to pursue conflict-free suppliers for 3TG, and/ or whether they have implemented due diligence on the sourcing of their 3TG.
3.2.2.4. Assess Conflict Free Status Reporting Risk. The Company continued to receive supply chain responses through March 2024, for CY23. We compared the supplier's list of smelters or refiners with those on the RMI Responsible Minerals Initiative list, we did this because the list not only indicates the smelter's conformant status but also confirms if the entity is a valid smelter.
Determination
Of the 204 unique smelters or refiners 192 or 94% of them are listed as Compliant or "Conformant" on the RMI Responsible Minerals or CFSI Initiatives for Tin, Tantalum, Tungsten and Gold.
Two or 0.98% smelters or refiners for Tin and Gold are in the process of being validated through the audit process as considered "Active." 10 or 5% are considered "neither" Conformant nor Active at this time.
We have not been able to ascertain the status of the remaining 10 or 5% of the smelters or refiners currently considered as "neither" Conformant nor Active. Of the ten considered as "neither" five are Tin, five are Gold.
Moreover, 94% of our suppliers' responses have provided smelter and refinery information at a company level. Because we purchase only a very few products from the range of items they manufacture, we are not able to determine the source of Tin, Tantalum, Tungsten or Gold in the products we purchase from these suppliers.
Based on our efforts, we are unable to determine origin of all the Tin, Tantalum, Tungsten and Gold used in Company Products. Despite our efforts regarding RCOI and due diligence, we are unable to conclude with certainty the origin of the conflict minerals contained in the products we manufacture, remanufacture, and contract to manufacture, or procure via distributors. We have not concluded that we manufacture or contract to manufacture products that are DRC Conflict Free. Accordingly, we are not required by the Rule to obtain, and have not obtained, an independent private sector audit.
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