10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 10-Q

_____________________

(Mark One)

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

For the quarterly period ended September 30, 2023

OR

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

For the transition period from to

Commission file number: 0-18914

_____________________

Dorman Products, Inc.

(Exact name of registrant as specified in its charter)

_____________________

Pennsylvania	23-2078856
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3400 East Walnut Street, Colmar, Pennsylvania	18915
(Address of principal executive offices)	(Zip Code)

(215) 997-1800

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	DORM	NASDAQ Global Select Market

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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

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

Large Accelerated Filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of October 26, 2023, the registrant had 31,488,115 shares of common stock, par value $0.01 per share, outstanding.

DORMAN PRODUCTS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 30, 2023

		Page
PART I — FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations and Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Shareholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	23
ITEM 4.	Controls and Procedures	24
PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings	25
ITEM 1A.	Risk Factors	25
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
ITEM 3.	Defaults Upon Senior Securities	26
ITEM 4.	Mine Safety Disclosures	26
ITEM 5.	Other Information	26
ITEM 6.	Exhibits	26
Exhibit Index		27
Signatures		28

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net sales	$	488,186	$	413,470	$	1,435,492	$	1,232,468
Cost of goods sold	304,968		281,559		944,291		825,792
Gross profit	183,218		131,911		491,201		406,676
Selling, general and administrative expenses	119,010		89,814		353,681		268,400
Income from operations	64,208		42,097		137,520		138,276
Interest expense, net	12,215		2,344		36,733		5,140
Other (income) expense, net	(605)		65		(1,358)		(130)
Income before income taxes	52,598		39,688		102,145		133,266
Provision for income taxes	12,076		9,087		23,170		29,553
Net income	$	40,522	$	30,601	$	78,975	$	103,713
Other comprehensive income:
Change in foreign currency translation adjustment	$	(1,214)	$	(2,112)	$	(529)	$	(2,415)
Comprehensive Income	$	39,308	$	28,489	$	78,446	$	101,298
Earnings per share:
Basic	$	1.29	$	0.97	$	2.51	$	3.30
Diluted	$	1.28	$	0.97	$	2.50	$	3.29
Weighted average shares outstanding:
Basic	31,483		31,411		31,462		31,444
Diluted	31,555		31,545		31,540		31,561

See accompanying Notes to Condensed Consolidated Financial Statements

3

DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except for share data)	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	31,953	$	46,034
Accounts receivable, less allowance for doubtful accounts of $1,715 and $1,363	484,447		427,385
Inventories	625,593		755,901
Prepaids and other current assets	53,363		39,800
Total current assets	1,195,356		1,269,120
Property, plant and equipment, net	157,737		148,477
Operating lease right-of-use assets	107,645		109,977
Goodwill	443,220		443,035
Intangible assets, net	306,802		322,409
Other assets	49,594		48,768
Total assets	$	2,260,354	$	2,341,786
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	158,418	$	179,819
Accrued compensation	15,844		19,490
Accrued customer rebates and returns	192,014		192,116
Revolving credit facility	119,660		239,363
Current portion of long-term debt	12,500		12,500
Other accrued liabilities	34,612		35,007
Total current liabilities	533,048		678,295
Long-term debt	473,389		482,464
Long-term operating lease liabilities	95,200		98,221
Other long-term liabilities	15,484		28,349
Deferred tax liabilities, net	15,140		11,826
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 31,487,494 and 31,430,632 shares issued and outstanding in 2023 and 2022, respectively	315		314
Additional paid-in capital	97,342		88,750
Retained earnings	1,034,268		956,870
Accumulated other comprehensive loss	(3,832)		(3,303)
Total shareholders’ equity	1,128,093		1,042,631
Total liabilities and shareholders' equity	$	2,260,354	$	2,341,786

See accompanying Notes to Condensed Consolidated Financial Statements

4

DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended September 30, 2023
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at July 1, 2023	31,488,164	$	315	$	94,452	$	993,923	$	(2,618)	$	1,086,072
Exercise of stock options	460	—		37		—		—		37
Compensation expense under Incentive Stock Plan	—	—		2,901		—		—		2,901
Purchase and cancellation of common stock	(2,010)	—		(3)		(177)		—		(180)
Issuance of non-vested stock, net of cancellations	1,419	—		—		—		—		—
Other stock-related activity, net of tax	(539)	—		(45)		—		—		(45)
Change in foreign currency translation adjustment	—	—		—		—		(1,214)		(1,214)
Net income	—	—		—		40,522		—		40,522
Balance at September 30, 2023	31,487,494	$	315	$	97,342	$	1,034,268	$	(3,832)	$	1,128,093
	Three Months Ended September 24, 2022
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at June 25, 2022	31,425,224	$	314	$	82,192	$	910,194	$	(1,743)	$	990,957
Exercise of stock options	169	—		14		—		—		14
Compensation expense under Incentive Stock Plan	—	—		2,472		—		—		2,472
Purchase and cancellation of common stock	(14,700)	—		(26)		(1,496)		—		(1,522)
Issuance of non-vested stock, net of cancellations	9,626	—		812		—		—		812
Other stock-related activity, net of tax	(927)	—		(90)		(91)		—		(181)
Change in foreign currency translation adjustment	—	—		—		—		(2,112)		(2,112)
Net income	—	—		—		30,601		—		30,601
Balance at September 24, 2022	31,419,392	$	314	$	85,374	$	939,208	$	(3,855)	$	1,021,041
	Nine Months Ended September 30, 2023
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at December 31, 2022	31,430,632	$	314	$	88,750	$	956,870	$	(3,303)	$	1,042,631
Exercise of stock options	17,489	—		1,167		—		—		1,167
Compensation expense under Incentive Stock Plan	—	—		8,336		—		—		8,336
Purchase and cancellation of common stock	(11,850)	—		(21)		(987)		—		(1,008)
Issuance of non-vested stock, net of cancellations	76,747	1		1,003		—		—		1,004
Other stock-related activity, net of tax	(25,524)	—		(1,893)		(590)		—		(2,483)
Change in foreign currency translation adjustment	—	—		—		—		(529)		(529)
Net income	—	—		—		78,975		—		78,975
Balance at September 30, 2023	31,487,494	$	315	$	97,342	$	1,034,268	$	(3,832)	$	1,128,093
	Nine Months Ended September 24, 2022
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at December 25, 2021	31,607,509	$	316	$	77,451	$	856,409	$	(1,440)	$	932,736
Exercise of stock options	17,455	—		971		—		—		971
Compensation expense under Incentive Stock Plan	—	—		6,742		—		—		6,742
Purchase and cancellation of common stock	(201,135)	(2)		(362)		(19,353)		—		(19,717)
Issuance of non-vested stock, net of cancellations	13,847	—		1,189		—		—		1,189
Other stock-related activity, net of tax	(18,284)	—		(617)		(1,561)		—		(2,178)
Change in foreign currency translation adjustment	—	—		—		—		(2,415)		(2,415)
Net income	—	—		—		103,713		—		103,713
Balance at September 24, 2022	31,419,392	$	314	$	85,374	$	939,208	$	(3,855)	$	1,021,041

See accompanying Notes to Condensed Consolidated Financial Statements

5

DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022
Cash Flows from Operating Activities:
Net income	$	78,975	$	103,713
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and accretion	40,786		31,131
Fair value adjustment to contingent consideration	(13,400)		—
Provision for doubtful accounts	2,721		80
Provision (benefit) for deferred income taxes	3,319		(546)
Provision for stock-based compensation	8,407		6,742
Changes in assets and liabilities:
Accounts receivable	(59,786)		39,325
Inventories	130,156		(146,278)
Prepaids and other current assets	(6,597)		(7,228)
Other assets	(3,981)		157
Accounts payable	(21,615)		17,887
Accrued customer rebates and returns	(101)		11,712
Accrued compensation and other liabilities	(9,774)		(27,351)
Cash provided by operating activities	149,110		29,344
Cash Flows from Investing Activities:
Acquisition, net of cash acquired	67		595
Property, plant and equipment additions	(32,936)		(23,780)
Cash used in investing activities	(32,869)		(23,185)
Cash Flows from Financing Activities:
Payments of revolving credit line	(119,700)		(10,000)
Payments of long-term debt	(9,375)		—
Proceeds from exercise of stock options	1,167		971
Purchase and cancellation of common stock	(1,008)		(19,717)
Other stock-related activity	(1,389)		(664)
Cash used in financing activities	(130,305)		(29,410)
Effect of exchange rate changes on Cash and Cash Equivalents	(17)		(96)
Net Decrease in Cash and Cash Equivalents	(14,081)		(23,347)
Cash and Cash Equivalents, Beginning of Period	46,034		58,782
Cash and Cash Equivalents, End of Period	$	31,953	$	35,435
Supplemental Cash Flow Information
Cash paid for interest expense	$	38,613	$	4,366
Cash paid for income taxes	$	27,242	$	49,670

See accompanying Notes to Condensed Consolidated Financial Statements

6

DORMAN PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 24, 2022

(UNAUDITED)

1.    Basis of Presentation

As used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries. Our ticker symbol on the NASDAQ Global Select Market is “DORM.”

The accompanying unaudited condensed consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) for interim financial information and under the rules and regulations of the U.S. Securities and Exchange Commission. However, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023 or any future period. We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers and the introduction of new products and product lines to customers. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

2.    Acquisitions

On October 4, 2022 (the “Closing Date”), Dorman acquired 100% of the issued and outstanding equity interests of Super ATV, LLC ("SuperATV") (the “Transaction”), for aggregate consideration of $509.8 million (net of $6.8 million cash acquired), plus a potential earn-out payment to the sellers of SuperATV not to exceed $100 million in the aggregate, which remains subject to the achievement by SuperATV of certain revenue and gross margin targets in the years ending December 31, 2023 and December 31, 2024. In the nine months ended September 30, 2023, we received $0.3 million in cash as proceeds from the closing net working capital adjustments. SuperATV is a leading independent supplier to the powersports aftermarket with a family of highly respected brands spanning functional accessories and upgrades, as well as replacement parts for specialty vehicles.

The Transaction was accounted for as a business combination under the acquisition method of accounting. We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Our purchase price allocation for SuperATV assets acquired and liabilities assumed was complete as of September 30, 2023.

7

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:

(in thousands)
Accounts receivable	$	3,317
Inventories	90,428
Prepaids and other current assets	5,293
Property, plant and equipment	23,776
Goodwill	247,474
Identifiable intangible assets	157,500
Operating lease right-of-use assets	11,661
Other Assets	3,001
Accounts payable	(7,436)
Accrued compensation	(2,086)
Accrued customer rebates and returns	(1,609)
Other current liabilities	(8,726)
Long-term operating lease liabilities	(9,508)
Other long-term liabilities	(3,307)
Net cash consideration	$	509,778

The financial results of the Transaction have been included in the consolidated financial statements since the date of acquisition.

3.    Sales of Accounts Receivable

We have entered several customer-sponsored programs administered by unrelated financial institutions that permit us to sell (factor) certain accounts receivable at discounted rates to the financial institutions. Transactions under these agreements were accounted for as sales of accounts receivable and the related accounts receivable were removed from our Condensed Consolidated Balance Sheets at the times of the sales transactions. Sales of accounts receivable under these agreements, and related factoring costs, which were included in selling, general and administrative expenses, were as follows:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Sales of accounts receivable	$	233,513	$	239,926	$	713,190	$	778,051
Factoring costs	12,255		9,828		37,674		22,989

4.    Inventories

Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products and are stated at the lower of cost or net realizable value. Inventories were as follows:

(in thousands)	September 30, 2023		December 31, 2022
Raw materials	$	30,570	$	34,267
Bulk product	193,470		234,871
Finished product	393,271		478,032
Packaging materials	8,282		8,731
Total	$	625,593	$	755,901

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5.    Goodwill and Intangible Assets

Goodwill

Goodwill included the following:

(in thousands)
Balance at December 31, 2022	$	443,035
Measurement period adjustments for SuperATV acquisition	233
Foreign currency translation	(48)
Balance at September 30, 2023	$	443,220

Intangible Assets

Intangible assets included the following:

	September 30, 2023						December 31, 2022
Intangible assets subject to amortization	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(in thousands)
Customer relationships	$	175,430	$	29,388	$	146,042	$	175,430	$	21,643	$	153,787
Trade names	67,690		9,591		58,099		67,690		6,370		61,320
Product portfolio	107,800		8,012		99,788		107,800		2,953		104,847
Technology	2,167		1,006		1,161		2,167		820		1,347
Patents and other	2,230		518		1,712		1,430		322		1,108
Total	$	355,317	$	48,515	$	306,802	$	354,517	$	32,108	$	322,409

Amortization expense was $5.5 million and $3.0 million during the three months ended September 30, 2023 and September 24, 2022, respectively, and $16.5 million and $9.1 million during the nine months ended September 30, 2023 and September 24, 2022, respectively.

6.    Debt

As of September 30, 2023 and December 31, 2022, the weighted average interest rate on the outstanding borrowings under our credit facility was 6.92% and 5.78%, respectively.

7.    Commitments and Contingencies

Acquisitions

We have contingent consideration related to acquisitions due to the uncertainty of the ultimate amount of any payments that will become due as earnout payments if performance targets are achieved. If the remaining performance targets for the acquisitions are fully achieved, the maximum additional contingent payments to be made under the transaction documents would be $102.0 million in aggregate.

As of September 30, 2023 and December 31, 2022, we accrued $7.0 million and $20.0 million, respectively, representing the fair value of the estimated payments that we expect could become due in connection with the transactions. For the nine months ended September 30, 2023, we recorded a net decrease of $13.0 million to the contingent consideration liability, comprising a $13.4 million decrease in fair value based on the modeling of a range of performance outcomes relative to the achievement of targets established in the purchase agreement, partially offset by $0.4 million of accretion on the liability resulting from the passage of time. The net benefit was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

9

The contingent consideration liability is measured each reporting period and recorded at fair value. The inputs used to calculate the fair value of the contingent consideration liability are considered to be Level 3 inputs due to the lack of relevant observable market activity and significant management judgment. The approach to valuing the contingent consideration uses unobservable factors such as projected revenues and cost of goods sold over the term of the earnout period, discounted for the period over which the contingent consideration is measured, and volatility rates. Based upon these assumptions, the contingent consideration is then valued using a Monte Carlo simulation. An increase in future revenue and gross profit may result in a higher estimated fair value while a decrease in future revenue and gross profit may result in a lower estimated fair value of the contingent consideration liability.

Other Contingencies

We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, employment claims, competitive practices, intellectual property infringement, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of any of these matters could have a material adverse impact on the Company’s cash flows, financial position or results of operations in the period in which any such effects are recorded.

8.    Revenue Recognition

The following tables present our disaggregated revenue by type of major good / product line and geography.

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Powertrain	$	193,493	$	153,773	$	546,212	$	462,556
Chassis	181,723		174,707		559,509		513,301
Motor Vehicle body	97,843		72,717		283,468		215,764
Hardware	15,127		12,273		46,303		40,847
Total	$	488,186	$	413,470	$	1,435,492	$	1,232,468

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net sales to U.S. customers	$	448,360	$	380,842	$	1,317,353	$	1,138,683
Net sales to non-U.S. customers	39,826		32,628		118,139		93,785
Total	$	488,186	$	413,470	$	1,435,492	$	1,232,468

9.    Stock-Based Compensation

Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)

We issue RSAs and RSUs to participants in our equity plans in the form of time-based RSAs and RSUs and performance-based RSAs and RSUs.

Compensation cost related to RSA and RSU grants was $2.4 million and $1.8 million for the three months ended September 30, 2023 and September 24, 2022, respectively, and $6.7 million and $5.1 million for the nine months ended September 30, 2023 and September 24, 2022, respectively, and

10

was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSA and RSU activity for the nine months ended September 30, 2023:

	Shares	Weighted Average Fair Value
Balance at December 31, 2022	238,922	$	92.07
Granted	109,688	$	96.01
Vested	(70,550)	$	80.24
Canceled	(17,692)	$	83.49
Balance at September 30, 2023	260,368	$	97.51

For the nine months ended September 30, 2023, we granted 29,399 performance-based RSUs with a grant date fair value of $113.15 per share. For the nine months ended September 24, 2022, we granted 23,995 performance-based RSUs with a grant date fair value of $111.31 per share.

As of September 30, 2023, there was $16.0 million of unrecognized compensation cost related to unvested RSA and RSU grants that is expected to be recognized over a weighted average period of 2.2 years.

Stock Options

We grant stock options to participants in our equity plans. Compensation cost related to stock option grants was $0.5 million and $0.5 million for the three months ended September 30, 2023 and September 24, 2022, respectively, and $1.5 million and $1.3 million for the nine months ended September 30, 2023 and September 24, 2022, respectively, and was included as selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our stock option activity for the nine months ended September 30, 2023:

	Shares	Weighted Average Price		Weighted Average Remaining Term (years)	Aggregate Intrinsic Value  (in thousands)
Balance at December 31, 2022	268,119	$	84.03
Granted	79,404	$	91.13
Canceled	(6,510)	$	93.48
Exercised	(24,297)	$	72.33
Balance at September 30, 2023	316,716	$	86.51	5.6	$	982
Exercisable at September 30, 2023	136,117	$	80.50	4.6	$	704

As of September 30, 2023, there was $4.6 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 2.8 years.

Employee Stock Purchase Plan ("ESPP")

During the nine months ended September 30, 2023, we issued 14,975 shares under the ESPP. During the three and nine months ended September 24, 2022, we issued 8,712 shares and 13,327 shares, respectively, under the ESPP.

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10.    Earnings Per Share

Basic earnings per share was calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding unvested RSAs which are considered to be contingently issuable. To calculate diluted earnings per share, common share equivalents are added to the weighted average number of common shares outstanding. Common share equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards.

For the three months ended September 30, 2023 and September 24, 2022, there were approximately 294,000 shares and 31,000 shares, respectively, and for the nine months ended September 30, 2023 and September 24, 2022 there were approximately 295,000 shares and 32,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

The following table sets forth the computation of basic earnings per share and diluted earnings per share:

	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net income	$	40,522	$	30,601	$	78,975	$	103,713
Denominator:
Weighted average basic shares outstanding	31,483		31,411		31,462		31,444
Effect of stock-based compensation awards	71		134		78		117
Weighted average diluted shares outstanding	31,555		31,545		31,540		31,561
Earnings Per Share:
Basic	$	1.29	$	0.97	$	2.51	$	3.30
Diluted	$	1.28	$	0.97	$	2.50	$	3.29

11.    Common Stock Repurchases

We periodically repurchase, at the then current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”). 401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan. Shares are generally purchased by the Company from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons. The following table summarizes the repurchase and cancellation of common stock by the Company for the periods indicated:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Shares repurchased and canceled	2,010		—		11,850		20,385
Total cost of shares repurchased and canceled (in thousands)	$	181	$	—	$	1,009	$	2,140
Average price per share	$	89.99	$	—	$	85.11	$	104.99

Separately, our Board of Directors has authorized the repurchase of up to $600 million of our common stock through December 31, 2024 under a previously announced share repurchase program and subsequent authorizations. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion. The

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share repurchase program does not obligate us to acquire any specific number of shares. At September 30, 2023, $228.0 million was available for repurchase under this share repurchase program.

The following table summarizes the repurchase and cancellation of common stock under the share repurchase program:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Shares repurchased and canceled	—		14,700		—		180,750
Total cost of shares repurchased and canceled (in thousands)	$	—	$	1,523	$	—	$	17,577
Average price per share	$	—	$	103.57	$	—	$	97.24

12.    Income Taxes

At September 30, 2023, we had $3.2 million of net unrecognized tax benefits, all of which would lower our effective tax rate if recognized. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2023, accrued interest and penalties related to uncertain tax positions were not material.

We file income tax returns in the United States, Canada, China, India, and Mexico. The statute of limitations for tax years before 2019 is closed for U.S. federal income tax purposes. The statute of limitations for tax years before 2017 is closed for the states in which we filed. The statute of limitations for tax years before 2020 is closed for income tax purposes in Canada and China. The statute of limitations for tax years before 2019 is closed for income tax purposes in India. The statute of limitations for tax years before 2018 is closed for income tax purposes in Mexico.

13.    Related-Party Transactions

We lease our Colmar, PA facility and a portion of our Lewisberry, PA facility from entities in which Steven L. Berman, our Non-Executive Chairman, and certain of his family members are owners. Each lease is a non-cancelable operating lease. Total rental payments to those entities under these lease arrangements will be $2.9 million in fiscal 2023 and were $2.5 million in fiscal 2022. The lease for our corporate headquarters in Colmar, PA was renewed in December 2022, effective as of January 1, 2023, and will expire on December 31, 2027. The lease for our Lewisberry, PA operating facility was signed in September 2020 and will expire on December 31, 2027.

We also lease our facilities in Madison, IN and Shreveport, LA, from entities in which Lindsay Hunt, our President and Chief Executive Officer, Specialty Vehicles, and certain of her family members are owners. Each lease is a non-cancelable operating lease. Total rental payments to those entities under these lease arrangements will be $2.6 million in fiscal 2023. The leases for our operating facilities in Madison, IN and Shreveport, LA were renewed in October 2022 in connection with the acquisition of SuperATV and will expire on October 31, 2027.

We signed a warehouse storage and services agreement with a counterparty that is majority-owned by a family member of Lindsay Hunt. The agreement provides for indoor storage space and material handling services at agreed-upon rates. Total payments under the arrangement are expected to be $0.2 million in fiscal 2023. The agreement was signed in October 2020 and expired in October 2023, but was extended on a month-to-month basis.

We are a partner in a joint venture with one of our suppliers and own a minority interest in two other suppliers. Two of these investments are accounted for under the equity method and one is accounted for under the cost method.

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14.    Fair Value Disclosures

The carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. The carrying value of borrowings under our credit facility approximates fair value because these borrowings bear interest at rates indexed to a market rate (Term SOFR).

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in PART I, ITEM 1 of this Quarterly Report on Form 10-Q. As used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the global coronavirus pandemic, net sales, diluted earnings per share, gross profit, gross margin, selling, general and administrative expenses, income tax expense, income before income taxes, net income, cash and cash equivalents, indebtedness, liquidity, the Company’s share repurchase program, the Company’s outlook, the Company’s growth opportunities and future business prospects, operational costs and productivity initiatives, inflation, customs duties and mitigation of tariffs, long-term value, acquisitions and acquisition opportunities, investments, cost offsets, quarterly fluctuations, new product development, customer concessions, and fluctuations in foreign currency. Words such as “may,” “believe,” “demonstrate,” “expect,” “estimate,” “forecast,” “project,” “plan,” “anticipate,” “intend,” “should,” “will” and “likely” and similar expressions identify forward-looking statements. However, the absence of these words does not mean the statements are not forward-looking. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statements were made. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors (many of which are outside of our control) which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

Please refer to “Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” located in Part I of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as updated by our subsequent filings with the SEC, for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. The Company is under no obligation to, and expressly disclaims any such obligation to, update any of the information in this document, including but not limited to any situation where any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

Introduction

The following discussion and analysis, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with the unaudited condensed consolidated financial statements and footnotes thereto of Dorman Products, Inc. included in “ITEM 1. Financial Statements” of this Quarterly Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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This Quarterly Report on Form 10-Q contains the registered and unregistered trademarks or service marks of Dorman and are the property of Dorman Products, Inc. and/or its affiliates. This Quarterly Report on Form 10-Q also may contain additional trade names, trademarks or service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with or endorsement or sponsorship of us by these parties.

Overview

We are one of the leading suppliers of replacement and upgrade parts in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks, as well as specialty vehicles, including utility terrain vehicles (UTVs) and all-terrain vehicles (ATVs). As of December 31, 2022, we marketed approximately 129,000 distinct parts, many of which we designed and engineered. This number excludes private label stock-keeping units and other variations in how we market, package and distribute our products, includes distinct parts of acquired companies and reflects distinct parts that have been discontinued at the end of their lifecycle. Our products are sold under our various brand names, under our customers’ private label brands or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to consumers only from original equipment, or OE, manufacturers or salvage yards. These parts include, among other parts, leaf springs, intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, UTV windshields, and complex electronics modules.

We generate most of our net sales from customers in North America, primarily in the United States. Our products are sold primarily through: aftermarket retailers, including through their online platforms; dealers; national, regional and local warehouse distributors and specialty markets; and salvage yards. In addition, we sell specialty vehicle products through dealers and our online platform. We also distribute products outside the United States, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, the Middle East and Australia.

We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers as well as our ability and the ability of our suppliers to deliver products ordered by our customers. The introduction of new products and product lines to customers, as well as business acquisitions, may also cause significant fluctuations from quarter to quarter.

Critical Accounting Policies

There have been no material changes to the Company’s critical accounting policies as described in the Annual Report on Form 10-K for the year ended December 31, 2022.

New Product Development

New product development is an important success factor for us and has been a source of growth for us. We have made incremental investments to increase our new product development efforts to grow our business and strengthen our relationships with our customers. The investments primarily have been in the form of increased product development resources, increased customer and end-user awareness programs, and customer service improvements. These investments historically have enabled us to provide an expanding array of new product offerings and grow revenues at levels that generally have exceeded market growth rates.

In the nine months ended September 30, 2023, we introduced 2,820 new distinct parts to our customers and end-users, including 1,063 “New-to-the-Aftermarket” parts. We introduced 4,443 new

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distinct parts to our customers and end-users in the fiscal year ended December 31, 2022, including 1,565 “New-to-the-Aftermarket” parts.

One area of focus has been our complex electronics program, which capitalizes on the growing number of electronic components being utilized on today’s OE platforms. New vehicles contain an average of approximately 50 electronic modules, with some high-end luxury vehicles containing over 100 modules. Our complex electronics products are designed and developed in-house and tested to help ensure consistent performance, and our product portfolio is focused on further developing our leadership position in the category.

Another area of focus has been on products we market for the medium- and heavy-duty truck sector of the motor vehicle aftermarket industry. We believe that this sector provides many of the same growth opportunities that the passenger car and light-duty truck sector of the motor vehicle aftermarket industry has provided us. We specialize in offering parts to this sector that were traditionally only available from OE manufacturers or salvage yards, similar to how we approach the passenger car and light-duty truck sector.

Acquisitions

A key component of our strategy is growth through acquisitions. On October 4, 2022, we acquired Super ATV, LLC ("SuperATV"), a leading independent supplier to the powersports aftermarket with a family of highly respected brands spanning functional accessories and upgrades, as well as replacement parts for specialty vehicles. See Note 2, Acquisitions under Notes to Condensed Consolidated Financial Statements for additional information. We may acquire businesses in the future to supplement our financial growth, increase our customer base, add to our distribution capabilities or enhance our product development resources, among other reasons.

Industry Factors

The Company’s financial results are also impacted by various industry factors, including, but not limited to the number, age and condition of vehicles in operation at any one time, and the miles driven by those vehicles.

Vehicles in Operation

The Company’s products are primarily purchased and installed on a subsegment of the passenger and light-duty vehicles in operation in the United States (“VIO”), specifically weighted towards vehicles aged 8 to 13 years old. Each year, the United States seasonally adjusted annual rate (“US SAAR”) of new vehicles purchased adds a new year to the VIO. According to data from the Auto Care Association (“Auto Care”), the US SAAR experienced a decline from 2008 to 2011 as consumers purchased fewer new vehicles as a result of the Great Recession of 2008. We believe that the declining US SAAR during that period resulted in a follow-on decline in our primary VIO subsegment (8 to 13-year-old vehicles) commencing in 2016. However, following 2011 and the impact of the Great Recession of 2008, U.S. consumers began to increase their purchases of new vehicles which over time caused the US SAAR to recover and return to more historical levels. Consequently, we expect the VIO for vehicles aged 8 to 13 years old to continue to recover.

In addition, we believe that vehicle owners generally are operating their current vehicles longer than they did several years ago, performing necessary repairs and maintenance to keep those vehicles well maintained. We believe this trend has supported an increase in VIO, which increased to 293.4 million in 2022, a 1% increase over 2021. According to data published by Polk, a division of IHS Automotive, the average age of VIO increased to 12.4 years as of October 2022 from 12.2 years as of October 2021.

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Miles Driven

The number of miles driven is another important statistic that impacts our business. Generally, as vehicles are driven more miles, the more likely it is that parts will fail and there will be increased demand for replacement parts, including our parts. According to the U.S. Department of Transportation, the number of miles driven through October 2022 increased 1.5% year over year. We expect this increase in miles driven may continue, given that certain employers have begun to lift work-from-home policies implemented during the pandemic and, consequently, consumers may return to commuting to work on a more regular basis. However, global gasoline prices have remained high, which may negatively impact miles driven as consumers reduce travel or seek alternative methods of transportation.

Brand Protection

We operate in a highly competitive market. As a result, we are continuously evaluating our approach to brand, pricing and terms to our different customers and channels. For example, we maintain brand protection policies, which are designed to ensure that certain of our branded products are not advertised below certain approved pricing levels. In addition, we may pursue legal remedies when we see third parties violating our intellectual property rights, including those that violate our patents, wrongfully represent our products as their own or use our product images for their own marketing efforts.

Discounts, Allowances and Incentives

We offer a variety of customer discounts, rebates, defective and slow-moving product returns and other incentives. We may offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice. In addition, we may offer pricing discounts based on volume purchased from us or other pricing discounts related to programs under a customer’s agreement. These incentives can be in the form of “off-invoice” discounts and are immediately deducted from sales at the time of sale. For those customers that choose to receive their incentives on a quarterly or annual basis instead of “off-invoice,” we provide rebates and accrue for such payments as the related sales are made and reduce sales accordingly. Finally, rebates and discounts are provided to customers to support promotional activities such as advertising and sales force allowances.

Our customers, particularly our larger retail customers, regularly seek more favorable pricing and product return provisions, and extended payment terms when negotiating with us. We attempt to avoid or minimize these concessions as much as possible, but we have granted pricing concessions, indemnification rights and extended customer payment terms, and allowed a higher level of product returns in certain cases. These concessions impact net sales as well as our profit levels and may require additional capital to finance the business. We expect our customers to continue to exert pressure on our margins.

New Customer Acquisition Costs

We may incur customer acquisition costs where we incur change-over costs to induce a customer to switch from a competitor’s brand, including expanding new product lines into our existing customers. Change-over costs include the costs related to removing the new customer’s inventory and replacing it with our inventory, which is commonly referred to as a stock lift. New customer acquisition costs are recorded as a reduction to revenue when incurred.

Product Warranty and Overstock Returns

Many of our products carry a lifetime limited warranty, which generally covers defects in materials or workmanship and failure to meet specifications. In addition to warranty returns, we also

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may permit our customers to return new, undamaged products to us within customer-specific limits if they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established using historical information on the nature, frequency and average cost of the claim and the probability of the customer return. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims.

Foreign Currency

Many of our products and related raw materials and components are purchased from suppliers in the United States and a variety of non-U.S. countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. dollar and various foreign currencies between the time of execution of the purchase order and payment for the product.

To the extent that the U.S. dollar changes in value relative to those foreign currencies in the future, the prices charged by our suppliers for goods under new purchase orders may change in equivalent U.S. dollars. The largest portion of our overseas purchases comes from China. The Chinese yuan to U.S. dollar exchange rate has fluctuated over the past several years. Any future changes in the value of the Chinese yuan relative to the U.S. dollar may result in a change in the cost of goods that we purchase from China. However, the cost of the goods we procure is also affected by other factors including raw material availability, labor cost, and transportation costs.

We have subsidiaries located outside the United States with various functional currencies. Because our consolidated financial statements are denominated in U.S. dollars, the assets, liabilities, net sales, and expenses that are denominated in currencies other than the U.S. dollar must be converted into U.S. dollars using exchange rates for the current period. As a result, fluctuations in foreign currency exchange rates may impact our financial results.

Impact of Labor Market and Inflationary Costs

We have experienced broad-based inflationary impacts during the nine months ended September 30, 2023 as well as during the year ended December 31, 2022, due primarily to global transportation and logistics constraints, which have resulted in significantly higher transportation costs; tariffs; material costs; and wage inflation from an increasingly competitive labor market. Higher labor costs and material inflation costs may continue to negatively impact our results throughout the remainder of fiscal 2023, despite signs of global supply chain constraints easing. We attempt to offset inflationary pressures with cost-saving initiatives, price increases to customers and the use of alternative suppliers. There can be no assurance that we will be successful in implementing pricing increases in the future to recover increased inflationary costs.

Impact of Interest Rates

Our business is subject to interest rate risk under the terms of our customer accounts receivable sales programs, as a change in the Term Secured Overnight Financing Rate (“Term SOFR”) or alternative discount rate affects the cost incurred to factor eligible accounts receivable. Additionally, our outstanding borrowings under our credit facility bear interest at variable rates tied to Term SOFR or the applicable base rate. Under the terms of the credit facility, a change in interest rates affects the rate at which we can borrow funds thereunder and also impacts the interest cost on existing borrowings. During the nine months ended September 30, 2023 and the year ended December 31, 2022, we saw significant increases in Term SOFR and other reference rates, which impacted our

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results as discussed in Results of Operations that follows. Interest rates may increase in the future or may be held steady for prolonged periods, resulting in increased costs associated with our accounts receivable sales programs and outstanding borrowings.

Impact of Tariffs

In the third quarter of 2018, the Office of the United States Trade Representative (USTR) began imposing additional tariffs on products imported from China, including many of our products, ranging from 7.5% to 25%. The tariffs enacted to date increase the cost of many of the products that are manufactured for us in China. We have taken several actions to mitigate the impact of the tariffs including, but not limited to, price increases to our customers and cost concessions from our suppliers. We expect to continue mitigating the impact of tariffs primarily through selling price increases to offset the higher tariffs incurred. Tariffs are not expected to have a material impact on our net income but are expected to increase net sales and lower our gross and operating profit margins.

In January 2020, the USTR granted temporary tariff relief for certain categories of products being imported from China. The tariff relief granted by the USTR expired on most categories of products being imported from China at the end of 2020. However, in March 2022, the USTR reinstated tariff relief for certain categories of products imported from China. The reinstated tariff relief applies retroactively to October 12, 2021 and is scheduled to expire on December 31, 2023. The reinstated tariff relief applies to a limited number of our products and is not expected to materially impact our operating results.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in our Condensed Consolidated Statements of Operations:

	Three Months Ended*								Nine Months Ended*
(in thousands, except percentage data)	September 30, 2023				September 24, 2022				September 30, 2023				September 24, 2022
Net sales	$	488,186	100.0	%	$	413,470	100.0	%	$	1,435,492	100.0	%	$	1,232,468	100.0	%
Cost of goods sold	304,968		62.5	%	281,559		68.1	%	944,291		65.8	%	825,792		67.0	%
Gross profit	183,218		37.5	%	131,911		31.9	%	491,201		34.2	%	406,676		33.0	%
Selling, general and administrative expenses	119,010		24.4	%	89,814		21.7	%	353,681		24.6	%	268,400		21.8	%
Income from operations	64,208		13.2	%	42,097		10.2	%	137,520		9.6	%	138,276		11.2	%
Interest expense, net	12,215		2.5	%	2,344		0.6	%	36,733		2.6	%	5,140		0.4	%
Other (income) expense, net	(605)		-0.1	%	65		0.0	%	(1,358)		-0.1	%	(130)		-0.0	%
Income before income taxes	52,598		10.8	%	39,688		9.6	%	102,145		7.1	%	133,266		10.8	%
Provision for income taxes	12,076		2.5	%	9,087		2.2	%	23,170		1.6	%	29,553		2.4	%
Net income	$	40,522	8.3	%	$	30,601	7.4	%	$	78,975	5.5	%	$	103,713	8.4	%

*Percentage of sales information may not add due to rounding

Three Months Ended September 30, 2023 Compared to Three Months Ended September 24, 2022

Net sales increased 18% to $488.2 million for the three months ended September 30, 2023 from $413.5 million for the three months ended September 24, 2022. Net sales growth was primarily driven by the addition of SuperATV, price increases to offset inflation and the introduction of new products to the market. Net sales growth for the three months ended September 30, 2023 excluding SuperATV was 6%.

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Gross profit margin was 37.5% of net sales for the three months ended September 30, 2023 compared to 31.9% of net sales for the three months ended September 24, 2022. The increase in gross margin as a percentage of net sales was primarily due to sales of lower-cost inventory, price increases and the addition of SuperATV, which has a higher gross margin percentage than the Company average.

Selling, general and administrative expenses (“SG&A”) were $119.0 million, or 24.4% of net sales, for the three months ended September 30, 2023 compared to $89.8 million, or 21.7% of net sales, for the three months ended September 24, 2022. The increase in SG&A as a percentage of net sales was primarily due to the addition of SuperATV, which has higher SG&A expenses as a percentage of net sales than the Company average, an increase in variable compensation expense and the impact of higher interest rates on our customer accounts receivable factoring programs.

Our effective tax rate was 23.0% for the three months ended September 30, 2023 compared to 22.9% for the three months ended September 24, 2022. The effective tax rate was flat, with an increase from state tax expense and the effect of foreign operations offset by discrete benefits.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 24, 2022

Net sales increased 16% to $1,435.5 million for the nine months ended September 30, 2023 from $1,232.5 million for the nine months ended September 24, 2022. The increase in net sales reflected the addition of SuperATV in October 2022, the introduction of new products to the market, and price increases to offset inflation. Net sales growth for the nine months ended September 30, 2023 excluding SuperATV was 4%.

Gross profit margin was 34.2% of net sales for the nine months ended September 30, 2023 compared to 33.0% of net sales for the nine months ended September 24, 2022. The increase in gross margin as a percentage of net sales was primarily due to the addition of SuperATV, which has a higher gross margin percentage than the Company average, partially offset by the sell-through of high-cost inventory purchased in 2022 that was impacted by inflationary costs.

SG&A expenses were $353.7 million, or 24.6% of net sales, for the nine months ended September 30, 2023 compared to $268.4 million, or 21.8% of net sales, for the nine months ended September 24, 2022. The increase in SG&A as a percentage of net sales was primarily due to the impact of higher interest rates on our customer accounts receivable factoring programs and the addition of SuperATV, which has higher SG&A expenses as a percentage of net sales than the Company average. The increase was also impacted by higher amortization of intangible assets, and a charge recorded related to a customer bankruptcy filing, partially offset by a decrease in the nine months ended September 30, 2023 in the fair value estimate of a contingent consideration obligation for a potential earnout payment on a previous acquisition.

Our effective tax rate was 22.7% for the nine months ended September 30, 2023 compared to 22.2% for the nine months ended September 24, 2022. The increase in the effective tax rate was primarily due to an increase in state tax expense and the effect of foreign operations.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have been our invested cash and the cash flow we generate from our operations, including accounts receivable sales programs provided by certain customers. Cash and cash equivalents were $32.0 million at September 30, 2023 and $46.0 million at December 31, 2022. Working capital was $662.3 million at September 30, 2023 compared to $590.8 million at December 31, 2022. Shareholders’ equity was $1,128.1 million at September 30, 2023 and $1,042.6 million at December 31, 2022.

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Based on our current operating plan, we believe that our sources of available capital are adequate to meet our ongoing cash needs for at least the next twelve months. However, our liquidity could be negatively affected by extending payment terms to customers, a decrease in demand for our products, increases in interest rates, the outcome of contingencies or other factors. See Note 7, “Commitments and Contingencies”, in the accompanying condensed consolidated financial statements for additional information regarding commitments and contingencies that may affect our liquidity.

Payment Terms and Accounts Receivable Sales Programs

Over the past several years, we have continued to extend payment terms to certain customers as a result of customer requests and market demands. These extended terms have resulted in increased accounts receivable levels and significant uses of cash. Where available and when we deem appropriate, we participate in accounts receivable sales programs with several customers that allow us to sell our accounts receivable to financial institutions to offset the negative cash flow impact of these payment term extensions. However, any sales of accounts receivable through these programs ultimately result in us receiving a lesser amount of cash upfront than if we collected those accounts receivable ourselves in due course, resulting in accounts receivable factoring costs. Moreover, to the extent that any of these accounts receivable sales programs bear interest at rates tied to the Term SOFR or other reference rates, increases in these applicable rates increase our cost to sell our receivables and reduce the amount of cash we receive. See ITEM 3. Quantitative and Qualitative Disclosures about Market Risk for more information. Further extensions of customer payment terms would result in additional uses of cash or increased costs associated with the sales of accounts receivable.

During the nine months ended September 30, 2023 and September 24, 2022, we sold $713.2 million and $778.1 million of accounts receivable, respectively, under these programs. If receivables had not been sold over the previous twelve months, approximately $866.5 million and $722.3 million of additional accounts receivable would have been outstanding at September 30, 2023 and December 31, 2022, respectively, based on our standard payment terms. We had capacity to sell more accounts receivable under these programs if the needs of the business warranted.

During the nine months ended September 30, 2023 and September 24, 2022, factoring costs associated with these accounts receivable sales programs were $37.7 million and $23.0 million, respectively. The increase in factoring costs year over year was driven by higher Term SOFR and other reference rates.

Credit Agreement

The Company has a credit agreement that provides a $600.0 million revolving credit facility and also includes a $500.0 million term loan with quarterly amortization payment requirements. The credit agreement matures on October 4, 2027. As of September 30, 2023, there was $119.7 million in outstanding borrowings under the revolving credit facility, and $487.5 million in outstanding borrowings under the term loan. Also on that date, we had three outstanding letters of credit for $1.3 million in aggregate. Net of outstanding borrowings and letters of credit, we had $479.0 million available under the credit facility at September 30, 2023.

Our credit agreement contains affirmative and negative covenants. As of September 30, 2023, we were not in default with respect to our credit agreement.

Refer to Note 7, “Long-Term Debt” to the Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for additional information.

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Cash Flows

The following summarizes the activities included in the Condensed Consolidated Statements of Cash Flows:

	Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022
Cash provided by operating activities	$	149,110	$	29,344
Cash used in investing activities	(32,869)		(23,185)
Cash used in financing activities	(130,305)		(29,410)
Effect of foreign exchange on cash and cash equivalents	(17)		(96)
Net decrease in cash and cash equivalents	$	(14,081)	$	(23,347)

For the nine months ended September 30, 2023, cash provided by operating activities increased $119.8 million over the prior year period, driven by cash inflows for working capital versus cash outflows from working capital in the prior year period, primarily from inventory, as well as higher income.

Investing activities used cash of $32.9 million and $23.2 million during the nine months ended September 30, 2023 and September 24, 2022, respectively. The increase in cash used in investing activities during the nine months ended September 30, 2023 over the prior year period is primarily due to higher additions for property, plant and equipment from the inclusion of SuperATV in the current year period following its acquisition in October 2022.

Financing activities during the nine months ended September 30, 2023 included the repayment of $119.7 million of outstanding borrowings under our revolving credit facility, and $9.4 million of our term loan balance under our credit agreement. During the nine months ended September 24, 2022, we repaid $10.0 million of outstanding borrowing under our revolving credit facility and paid $16.1 million to repurchase 166,050 shares of common stock under our share repurchase plan. The remaining uses of cash from financing activities in each period resulted primarily from the repurchase of our common stock from our 401(k) Plan and income tax withholding in connection with the vesting of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk is the potential loss arising from adverse changes in interest rates. Accounts receivable factored under our customer-sponsored accounts receivable sales programs bear interest at rates tied to Term SOFR or alternative discount rates and result in us incurring costs as those accounts receivable are factored. Additionally, interest expense from our variable rate debt is impacted by reference rates.

Under the terms of our customer-sponsored programs to sell accounts receivable, a change in the reference rate would affect the amount of financing costs we incur, and the amount of cash we receive upon the sales of accounts receivable under these programs. A one-percentage-point increase in Term SOFR or the discount rates on the accounts receivable sales programs would have increased our factoring costs and reduced the amount of cash we would have received by approximately $2.0 million and $2.1 for the three months ended September 30, 2023 and September 24, 2022, respectively, and $6.0 million and $6.2 million for the nine months ended September 30, 2023 and September 24, 2022, respectively.

Under the terms of our credit agreement, a change in the reference rate or the lender’s base rate would affect the rate at which we could borrow funds thereunder. A one-percentage-point increase in the reference rate or base rate would have increased our interest expense on our variable rate debt

23

under our credit agreement by approximately $1.6 million and $0.6 million for the three months ended September 30, 2023 and September 24, 2022, respectively, and $5.3 million and $1.8 million for the nine months ended September 30, 2023 and September 24, 2022, respectively.

ITEM 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

On October 4, 2022, we completed our acquisition of Super ATV, LLC ("SuperATV"). We are in the process of evaluating the existing controls and procedures of SuperATV and integrating SuperATV into our internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for a period of one year following the date on which the acquisition is completed, we have excluded SuperATV from our assessment of the effectiveness of internal control over financial reporting as of September 30, 2023. Refer to Note 2 to the Condensed Consolidated Financial Statements for additional information.

Changes in Internal Control Over Financial Reporting

Except for the acquisition of SuperATV noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the three months ended September 30, 2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well-conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and controls.

24

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The information set forth under Note 7, “Commitments and Contingencies,” to the Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of this report is incorporated herein by reference.

ITEM 1A. Risk Factors

There have been no material changes in our risk factors from the risks previously reported in PART 1, ITEM 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022. You should carefully consider the factors discussed in PART I, ITEM 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

During the three months ended September 30, 2023, we purchased shares of our common stock as follows:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3)
July 2, 2023 through July 29, 2023	—	$	—	—	$	227,989,218
July 30, 2023 through August 26, 2023 (1)	2,049	$	89.97	—	$	227,989,218
August 27, 2023 through September 30, 2023 (2)	74	$	77.17	—	$	227,989,218
Total	2,123			—	$	227,989,218

(1)Includes 39 shares of our common stock withheld from participants for income tax withholding purposes in connection with the vesting of restricted stock awards (“RSAs”) during the period. The RSAs were granted to participants in prior periods pursuant to our 2008 Stock Option and Stock Incentive Plan (the “2008 Plan”). Also includes 2,010 shares purchased from the 401(k) Plan.

(2)Includes 74 shares of our common stock withheld from participants for income tax withholding purposes in connection with the vesting of RSAs during the period. The RSAs were granted to participants in prior periods pursuant to the 2008 Plan and our 2018 Stock Option and Stock Incentive Plan.

(3)On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program, authorizing the repurchase of up to $10 million of our outstanding common stock by the end of 2014. Through several actions taken since that time, including most recently in July 2022, our Board of Directors has expanded the program to $600 million and extended the program through December 31, 2024. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion.

25

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

Not Applicable

ITEM 5. Other Information

Clawback Policy

On October 25, 2023, the Compensation Committee of the Company’s Board of Directors adopted the Dorman Products, Inc. Incentive Compensation Clawback Policy (the “Policy”). The Policy was adopted to comply with the final clawback rules adopted by the U.S. Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and Listing Rule 5608, as promulgated by The Nasdaq Stock Market LLC. The Policy provides for the mandatory recovery of erroneously awarded incentive compensation from current and former officers of the Company, as defined in Rule 10D-1 ("Covered Officers"), in the event the Company is required to prepare an accounting restatement, as defined in the Policy. Under the Policy, the Company may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The Policy is effective with respect to compensation received on or after October 2, 2023 while the Company has a class of securities listed on a national securities exchange or a national securities association. The foregoing summary of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Director and Executive Officer Trading Arrangements

During the third quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Registration S-K).

ITEM 6. Exhibits

(a)Exhibits

The Exhibits included in this report are listed in the Exhibit Index on page 27, which is incorporated herein by reference.

26

EXHIBIT INDEX

10.1	Dorman Products, Inc. Incentive Compensation Clawback Policy as adopted on October 25, 2023.*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with this report). **
101	The following financial statements from the Dorman Products, Inc. Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.
104	The cover page from the Company’s Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2023, formatted in Inline XBRL (included as Exhibit 101).

*    Filed herewith

**    Furnished herewith

27

SIGNATURES

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

Dorman Products, Inc.

October 31, 2023

/s/ Kevin M. Olsen

Kevin M. Olsen

President, Chief Executive Officer

(principal executive officer)

October 31, 2023

/s/ David M. Hession

David M. Hession

Senior Vice President and

Chief Financial Officer

(principal financial and accounting officer)

28

EX-10.1

Exhibit 10.1

Dorman Products, Inc.

Incentive Compensation Clawback Policy

(As Adopted on October 25, 2023 Pursuant to Nasdaq Rule 5608)

1.Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Dorman Products, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herein and is intended to comply with Listing Rule 5608, as promulgated by The Nasdaq Stock Market LLC, as such rule may be amended from time to time (the “Listing Rules”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12 of this Policy.

2.Interpretation and Administration. The Committee shall have full authority to interpret and enforce the Policy; provided, however, that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements.

3.Covered Executives. The Policy applies to each current and former Executive Officer of the Company who serves or served as an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any such Restatement is actually filed) and (b) determined to have included Erroneously Awarded Compensation. For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under the Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as “Covered Executives.”

4.Recovery of Erroneously Awarded Compensation. If any Erroneously Awarded Compensation is Received by a Covered Executive, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of this Policy.

5.Forms of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any current or future compensation otherwise owed by the Company to the Covered Executive from time to time; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action permitted by law, as determined by the Committee. To the extent the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have the right to sue for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction or cancellation of outstanding and future compensation. Any reduction, cancellation or forfeiture of compensation

shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

6.No Indemnification. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Committee has determined to seek recoupment pursuant to this Policy.

7.Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee (or, if the Committee is not composed solely of Independent Directors, a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the following:

(a)the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; or

(b)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

8.Committee Determination Final. Any determination by the Committee with respect to the Policy shall be final, conclusive and binding on all interested parties.

9.Amendment. The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules.

10.Non-Exclusivity. Nothing in the Policy shall be viewed as limiting the right of the Company or the Committee to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules.

11.Successors. The Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

12.Defined Terms.

“Covered Executives” shall have the meaning set forth in Section 3 of this Policy.

“Erroneously Awarded Compensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement:

(A)The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and

(B)The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.

“Exchange” shall mean The Nasdaq Stock Market.

“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the Company if they perform such policy-making functions for the Company.

“Financial Reporting Measures” shall mean (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) total shareholder return (in each case, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission).

“Fiscal Year” shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of 9 to 12 months will be deemed a completed fiscal year.

“Incentive Compensation” shall mean any compensation (whether cash or equity-based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and long-term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include (i) awards that are granted, earned and vested exclusively upon completion of a specified employment period, without any performance condition, and (ii) bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the Policy unless such compensation is Received (1) while the Company has a class of securities listed on a national securities exchange or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules.

“Independent Director” shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable, under the Listing Rules, as of any determination date.

“Listing Rules” shall have the meaning set forth in Section 1 of this Policy.

Incentive Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

“Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

“Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kevin M. Olsen certify that:

1.I have reviewed this Form 10-Q of Dorman Products, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2023

/s/ Kevin M. Olsen

Kevin M. Olsen

President, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, David M. Hession certify that:

1.I have reviewed this Form 10-Q of Dorman Products, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2023

/s/ David M. Hession

David M. Hession

Senior Vice President and
Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This Certification is intended to accompany the Quarterly Report of Dorman Products, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), and is given solely for the purpose of satisfying the requirements of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. To the best of their knowledge, the undersigned, in their respective capacities as set forth below, hereby certify that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin M. Olsen

Kevin M. Olsen

President, Chief Executive Officer

Date: October 31, 2023

/s/ David M. Hession

David M. Hession

Senior Vice President and
Chief Financial Officer

Date: October 31, 2023

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

XML

Cover - shares	9 Months Ended
	Sep. 30, 2023	Oct. 26, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	0-18914
Entity Registrant Name	Dorman Products, Inc.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2078856
Entity Address, Address Line One	3400 East Walnut Street
Entity Address, City or Town	Colmar
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18915
City Area Code	215
Local Phone Number	997-1800
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	DORM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		31,488,115
Entity Central Index Key	0000868780
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Income Statement [Abstract]
Net sales	$ 488,186	$ 413,470	$ 1,435,492	$ 1,232,468
Cost of goods sold	304,968	281,559	944,291	825,792
Gross profit	183,218	131,911	491,201	406,676
Selling, general and administrative expenses	119,010	89,814	353,681	268,400
Income from operations	64,208	42,097	137,520	138,276
Interest expense, net	12,215	2,344	36,733	5,140
Other (income) expense, net	(605)	65	(1,358)	(130)
Income before income taxes	52,598	39,688	102,145	133,266
Provision for income taxes	12,076	9,087	23,170	29,553
Net income	40,522	30,601	78,975	103,713
Other comprehensive income:
Change in foreign currency translation adjustment	(1,214)	(2,112)	(529)	(2,415)
Comprehensive Income	$ 39,308	$ 28,489	$ 78,446	$ 101,298
Earnings per share:
Earning per share, basic (in dollars per share)	$ 1.29	$ 0.97	$ 2.51	$ 3.30
Earning per share, diluted (in dollars per share)	$ 1.28	$ 0.97	$ 2.50	$ 3.29
Weighted average shares outstanding:
Weighted average shares outstanding, basic (in shares)	31,483	31,411	31,462	31,444
Weighted average shares outstanding, diluted (in shares)	31,555	31,545	31,540	31,561

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 31,953	$ 46,034
Accounts receivable, less allowance for doubtful accounts of $1,715 and $1,363	484,447	427,385
Inventories	625,593	755,901
Prepaids and other current assets	53,363	39,800
Total current assets	1,195,356	1,269,120
Property, plant and equipment, net	157,737	148,477
Operating lease right-of-use assets	107,645	109,977
Goodwill	443,220	443,035
Intangible assets, net	306,802	322,409
Other assets	49,594	48,768
Total assets	2,260,354	2,341,786
Current liabilities:
Accounts payable	158,418	179,819
Accrued compensation	15,844	19,490
Accrued customer rebates and returns	192,014	192,116
Revolving credit facility	119,660	239,363
Current portion of long-term debt	12,500	12,500
Other accrued liabilities	34,612	35,007
Total current liabilities	533,048	678,295
Long-term debt	473,389	482,464
Long-term operating lease liabilities	95,200	98,221
Other long-term liabilities	15,484	28,349
Deferred tax liabilities, net	15,140	11,826
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 31,487,494 and 31,430,632 shares issued and outstanding in 2023 and 2022, respectively	315	314
Additional paid-in capital	97,342	88,750
Retained earnings	1,034,268	956,870
Accumulated other comprehensive loss	(3,832)	(3,303)
Total shareholders’ equity	1,128,093	1,042,631
Total liabilities and shareholders' equity	$ 2,260,354	$ 2,341,786

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts and customer credits	$ 1,715	$ 1,363
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	31,487,494	31,430,632
Common stock, shares outstanding (in shares)	31,487,494	31,430,632

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Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 25, 2021		31,607,509
Beginning balance at Dec. 25, 2021	$ 932,736	$ 316	$ 77,451	$ 856,409	$ (1,440)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)		17,455
Exercise of stock options	971		971
Compensation expense under Incentive Stock Plan	6,742		6,742
Purchase and cancellation of common stock (in shares)		(201,135)
Purchase and cancellation of common stock	(19,717)	$ (2)	(362)	(19,353)
Issuance of non-vested stock, net of cancellations (in shares)		13,847
Issuance of non-vested stock, net of cancellations	1,189		1,189
Other stock related activity, net of tax (in shares)		(18,284)
Other stock-related activity, net of tax	(2,178)		(617)	(1,561)
Change in foreign currency translation adjustment	(2,415)				(2,415)
Net income	103,713			103,713
Ending balance (in shares) at Sep. 24, 2022		31,419,392
Ending balance at Sep. 24, 2022	1,021,041	$ 314	85,374	939,208	(3,855)
Beginning balance (in shares) at Jun. 25, 2022		31,425,224
Beginning balance at Jun. 25, 2022	990,957	$ 314	82,192	910,194	(1,743)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)		169
Exercise of stock options	14		14
Compensation expense under Incentive Stock Plan	2,472		2,472
Purchase and cancellation of common stock (in shares)		(14,700)
Purchase and cancellation of common stock	(1,522)		(26)	(1,496)
Issuance of non-vested stock, net of cancellations (in shares)		9,626
Issuance of non-vested stock, net of cancellations	812		812
Other stock related activity, net of tax (in shares)		(927)
Other stock-related activity, net of tax	(181)		(90)	(91)
Change in foreign currency translation adjustment	(2,112)				(2,112)
Net income	30,601			30,601
Ending balance (in shares) at Sep. 24, 2022		31,419,392
Ending balance at Sep. 24, 2022	$ 1,021,041	$ 314	85,374	939,208	(3,855)
Beginning balance (in shares) at Dec. 31, 2022	31,430,632	31,430,632
Beginning balance at Dec. 31, 2022	$ 1,042,631	$ 314	88,750	956,870	(3,303)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)		17,489
Exercise of stock options	1,167		1,167
Compensation expense under Incentive Stock Plan	8,336		8,336
Purchase and cancellation of common stock (in shares)		(11,850)
Purchase and cancellation of common stock	(1,008)		(21)	(987)
Issuance of non-vested stock, net of cancellations (in shares)		76,747
Issuance of non-vested stock, net of cancellations	1,004	$ 1	1,003
Other stock related activity, net of tax (in shares)		(25,524)
Other stock-related activity, net of tax	(2,483)		(1,893)	(590)
Change in foreign currency translation adjustment	(529)				(529)
Net income	$ 78,975			78,975
Ending balance (in shares) at Sep. 30, 2023	31,487,494	31,487,494
Ending balance at Sep. 30, 2023	$ 1,128,093	$ 315	97,342	1,034,268	(3,832)
Beginning balance (in shares) at Jul. 01, 2023		31,488,164
Beginning balance at Jul. 01, 2023	1,086,072	$ 315	94,452	993,923	(2,618)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)		460
Exercise of stock options	37		37
Compensation expense under Incentive Stock Plan	2,901		2,901
Purchase and cancellation of common stock (in shares)		(2,010)
Purchase and cancellation of common stock	(180)		(3)	(177)
Issuance of non-vested stock, net of cancellations (in shares)		1,419
Issuance of non-vested stock, net of cancellations	0		0
Other stock related activity, net of tax (in shares)		(539)
Other stock-related activity, net of tax	(45)		(45)
Change in foreign currency translation adjustment	(1,214)				(1,214)
Net income	$ 40,522			40,522
Ending balance (in shares) at Sep. 30, 2023	31,487,494	31,487,494
Ending balance at Sep. 30, 2023	$ 1,128,093	$ 315	$ 97,342	$ 1,034,268	$ (3,832)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022
Cash Flows from Operating Activities:
Net income	$ 78,975	$ 103,713
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and accretion	40,786	31,131
Fair value adjustment to contingent consideration	(13,400)	0
Provision for doubtful accounts	2,721	80
Provision (benefit) for deferred income taxes	3,319	(546)
Provision for stock-based compensation	8,407	6,742
Changes in assets and liabilities:
Accounts receivable	(59,786)	39,325
Inventories	130,156	(146,278)
Prepaids and other current assets	(6,597)	(7,228)
Other assets	(3,981)	157
Accounts payable	(21,615)	17,887
Accrued customer rebates and returns	(101)	11,712
Accrued compensation and other liabilities	(9,774)	(27,351)
Cash provided by operating activities	149,110	29,344
Cash Flows from Investing Activities:
Acquisition, net of cash acquired	67	595
Property, plant and equipment additions	(32,936)	(23,780)
Cash used in investing activities	(32,869)	(23,185)
Cash Flows from Financing Activities:
Payments of revolving credit line	(119,700)	(10,000)
Payments of long-term debt	(9,375)	0
Proceeds from exercise of stock options	1,167	971
Purchase and cancellation of common stock	(1,008)	(19,717)
Other stock-related activity	(1,389)	(664)
Cash used in financing activities	(130,305)	(29,410)
Effect of exchange rate changes on Cash and Cash Equivalents	(17)	(96)
Net Decrease in Cash and Cash Equivalents	(14,081)	(23,347)
Cash and Cash Equivalents, Beginning of Period	46,034	58,782
Cash and Cash Equivalents, End of Period	31,953	35,435
Supplemental Cash Flow Information
Cash paid for interest expense	38,613	4,366
Cash paid for income taxes	$ 27,242	$ 49,670

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Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of PresentationAs used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries. Our ticker symbol on the NASDAQ Global Select Market is “DORM.”The accompanying unaudited condensed consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) for interim financial information and under the rules and regulations of the U.S. Securities and Exchange Commission. However, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023 or any future period. We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers and the introduction of new products and product lines to customers. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

On October 4, 2022 (the “Closing Date”), Dorman acquired 100% of the issued and outstanding equity interests of Super ATV, LLC ("SuperATV") (the “Transaction”), for aggregate consideration of $509.8 million (net of $6.8 million cash acquired), plus a potential earn-out payment to the sellers of SuperATV not to exceed $100 million in the aggregate, which remains subject to the achievement by SuperATV of certain revenue and gross margin targets in the years ending December 31, 2023 and December 31, 2024. In the nine months ended September 30, 2023, we received $0.3 million in cash as proceeds from the closing net working capital adjustments. SuperATV is a leading independent supplier to the powersports aftermarket with a family of highly respected brands spanning functional accessories and upgrades, as well as replacement parts for specialty vehicles.

The Transaction was accounted for as a business combination under the acquisition method of accounting. We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Our purchase price allocation for SuperATV assets acquired and liabilities assumed was complete as of September 30, 2023.

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:

(in thousands)
Accounts receivable	$	3,317
Inventories	90,428
Prepaids and other current assets	5,293
Property, plant and equipment	23,776
Goodwill	247,474
Identifiable intangible assets	157,500
Operating lease right-of-use assets	11,661
Other Assets	3,001
Accounts payable	(7,436)
Accrued compensation	(2,086)
Accrued customer rebates and returns	(1,609)
Other current liabilities	(8,726)
Long-term operating lease liabilities	(9,508)
Other long-term liabilities	(3,307)
Net cash consideration	$	509,778

The financial results of the Transaction have been included in the consolidated financial statements since the date of acquisition.

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Sales of Accounts Receivable

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Sales of Accounts Receivable

Sales of Accounts ReceivableWe have entered several customer-sponsored programs administered by unrelated financial institutions that permit us to sell (factor) certain accounts receivable at discounted rates to the financial institutions. Transactions under these agreements were accounted for as sales of accounts receivable and the related accounts receivable were removed from our Condensed Consolidated Balance Sheets at the times of the sales transactions. Sales of accounts receivable under these agreements, and related factoring costs, which were included in selling, general and administrative expenses, were as follows:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Sales of accounts receivable	$	233,513	$	239,926	$	713,190	$	778,051
Factoring costs	12,255		9,828		37,674		22,989

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Inventories

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products and are stated at the lower of cost or net realizable value. Inventories were as follows:

(in thousands)	September 30, 2023		December 31, 2022
Raw materials	$	30,570	$	34,267
Bulk product	193,470		234,871
Finished product	393,271		478,032
Packaging materials	8,282		8,731
Total	$	625,593	$	755,901

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

Goodwill included the following:

(in thousands)
Balance at December 31, 2022	$	443,035
Measurement period adjustments for SuperATV acquisition	233
Foreign currency translation	(48)
Balance at September 30, 2023	$	443,220

Intangible Assets

Intangible assets included the following:

	September 30, 2023						December 31, 2022
Intangible assets subject to amortization	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(in thousands)
Customer relationships	$	175,430	$	29,388	$	146,042	$	175,430	$	21,643	$	153,787
Trade names	67,690		9,591		58,099		67,690		6,370		61,320
Product portfolio	107,800		8,012		99,788		107,800		2,953		104,847
Technology	2,167		1,006		1,161		2,167		820		1,347
Patents and other	2,230		518		1,712		1,430		322		1,108
Total	$	355,317	$	48,515	$	306,802	$	354,517	$	32,108	$	322,409

Amortization expense was $5.5 million and $3.0 million during the three months ended September 30, 2023 and September 24, 2022, respectively, and $16.5 million and $9.1 million during the nine months ended September 30, 2023 and September 24, 2022, respectively.

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Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	DebtAs of September 30, 2023 and December 31, 2022, the weighted average interest rate on the outstanding borrowings under our credit facility was 6.92% and 5.78%, respectively.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Acquisitions

We have contingent consideration related to acquisitions due to the uncertainty of the ultimate amount of any payments that will become due as earnout payments if performance targets are achieved. If the remaining performance targets for the acquisitions are fully achieved, the maximum additional contingent payments to be made under the transaction documents would be $102.0 million in aggregate.

As of September 30, 2023 and December 31, 2022, we accrued $7.0 million and $20.0 million, respectively, representing the fair value of the estimated payments that we expect could become due in connection with the transactions. For the nine months ended September 30, 2023, we recorded a net decrease of $13.0 million to the contingent consideration liability, comprising a $13.4 million decrease in fair value based on the modeling of a range of performance outcomes relative to the achievement of targets established in the purchase agreement, partially offset by $0.4 million of accretion on the liability resulting from the passage of time. The net benefit was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The contingent consideration liability is measured each reporting period and recorded at fair value. The inputs used to calculate the fair value of the contingent consideration liability are considered to be Level 3 inputs due to the lack of relevant observable market activity and significant management judgment. The approach to valuing the contingent consideration uses unobservable factors such as projected revenues and cost of goods sold over the term of the earnout period, discounted for the period over which the contingent consideration is measured, and volatility rates. Based upon these assumptions, the contingent consideration is then valued using a Monte Carlo simulation. An increase in future revenue and gross profit may result in a higher estimated fair value while a decrease in future revenue and gross profit may result in a lower estimated fair value of the contingent consideration liability.

Other Contingencies

We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, employment claims, competitive practices, intellectual property infringement, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of any of these matters could have a material adverse impact on the Company’s cash flows, financial position or results of operations in the period in which any such effects are recorded.

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Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

The following tables present our disaggregated revenue by type of major good / product line and geography.

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Powertrain	$	193,493	$	153,773	$	546,212	$	462,556
Chassis	181,723		174,707		559,509		513,301
Motor Vehicle body	97,843		72,717		283,468		215,764
Hardware	15,127		12,273		46,303		40,847
Total	$	488,186	$	413,470	$	1,435,492	$	1,232,468

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net sales to U.S. customers	$	448,360	$	380,842	$	1,317,353	$	1,138,683
Net sales to non-U.S. customers	39,826		32,628		118,139		93,785
Total	$	488,186	$	413,470	$	1,435,492	$	1,232,468

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)

We issue RSAs and RSUs to participants in our equity plans in the form of time-based RSAs and RSUs and performance-based RSAs and RSUs.

Compensation cost related to RSA and RSU grants was $2.4 million and $1.8 million for the three months ended September 30, 2023 and September 24, 2022, respectively, and $6.7 million and $5.1 million for the nine months ended September 30, 2023 and September 24, 2022, respectively, and

was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSA and RSU activity for the nine months ended September 30, 2023:

	Shares	Weighted Average Fair Value
Balance at December 31, 2022	238,922	$	92.07
Granted	109,688	$	96.01
Vested	(70,550)	$	80.24
Canceled	(17,692)	$	83.49
Balance at September 30, 2023	260,368	$	97.51

For the nine months ended September 30, 2023, we granted 29,399 performance-based RSUs with a grant date fair value of $113.15 per share. For the nine months ended September 24, 2022, we granted 23,995 performance-based RSUs with a grant date fair value of $111.31 per share.

As of September 30, 2023, there was $16.0 million of unrecognized compensation cost related to unvested RSA and RSU grants that is expected to be recognized over a weighted average period of 2.2 years.

Stock Options

We grant stock options to participants in our equity plans. Compensation cost related to stock option grants was $0.5 million and $0.5 million for the three months ended September 30, 2023 and September 24, 2022, respectively, and $1.5 million and $1.3 million for the nine months ended September 30, 2023 and September 24, 2022, respectively, and was included as selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our stock option activity for the nine months ended September 30, 2023:

	Shares	Weighted Average Price		Weighted Average Remaining Term (years)	Aggregate Intrinsic Value  (in thousands)
Balance at December 31, 2022	268,119	$	84.03
Granted	79,404	$	91.13
Canceled	(6,510)	$	93.48
Exercised	(24,297)	$	72.33
Balance at September 30, 2023	316,716	$	86.51	5.6	$	982
Exercisable at September 30, 2023	136,117	$	80.50	4.6	$	704

As of September 30, 2023, there was $4.6 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 2.8 years.

Employee Stock Purchase Plan ("ESPP")

During the nine months ended September 30, 2023, we issued 14,975 shares under the ESPP. During the three and nine months ended September 24, 2022, we issued 8,712 shares and 13,327 shares, respectively, under the ESPP.

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Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share was calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding unvested RSAs which are considered to be contingently issuable. To calculate diluted earnings per share, common share equivalents are added to the weighted average number of common shares outstanding. Common share equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards.

For the three months ended September 30, 2023 and September 24, 2022, there were approximately 294,000 shares and 31,000 shares, respectively, and for the nine months ended September 30, 2023 and September 24, 2022 there were approximately 295,000 shares and 32,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

The following table sets forth the computation of basic earnings per share and diluted earnings per share:

	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net income	$	40,522	$	30,601	$	78,975	$	103,713
Denominator:
Weighted average basic shares outstanding	31,483		31,411		31,462		31,444
Effect of stock-based compensation awards	71		134		78		117
Weighted average diluted shares outstanding	31,555		31,545		31,540		31,561
Earnings Per Share:
Basic	$	1.29	$	0.97	$	2.51	$	3.30
Diluted	$	1.28	$	0.97	$	2.50	$	3.29

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Common Stock Repurchases

9 Months Ended

Sep. 30, 2023

Common Stock Repurchases [Abstract]

Common Stock Repurchases

Common Stock Repurchases

We periodically repurchase, at the then current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”). 401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan. Shares are generally purchased by the Company from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons. The following table summarizes the repurchase and cancellation of common stock by the Company for the periods indicated:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Shares repurchased and canceled	2,010		—		11,850		20,385
Total cost of shares repurchased and canceled (in thousands)	$	181	$	—	$	1,009	$	2,140
Average price per share	$	89.99	$	—	$	85.11	$	104.99

Separately, our Board of Directors has authorized the repurchase of up to $600 million of our common stock through December 31, 2024 under a previously announced share repurchase program and subsequent authorizations. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion. The

share repurchase program does not obligate us to acquire any specific number of shares. At September 30, 2023, $228.0 million was available for repurchase under this share repurchase program.

The following table summarizes the repurchase and cancellation of common stock under the share repurchase program:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Shares repurchased and canceled	—		14,700		—		180,750
Total cost of shares repurchased and canceled (in thousands)	$	—	$	1,523	$	—	$	17,577
Average price per share	$	—	$	103.57	$	—	$	97.24

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Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

At September 30, 2023, we had $3.2 million of net unrecognized tax benefits, all of which would lower our effective tax rate if recognized. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2023, accrued interest and penalties related to uncertain tax positions were not material.

We file income tax returns in the United States, Canada, China, India, and Mexico. The statute of limitations for tax years before 2019 is closed for U.S. federal income tax purposes. The statute of limitations for tax years before 2017 is closed for the states in which we filed. The statute of limitations for tax years before 2020 is closed for income tax purposes in Canada and China. The statute of limitations for tax years before 2019 is closed for income tax purposes in India. The statute of limitations for tax years before 2018 is closed for income tax purposes in Mexico.

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Related-Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

Related-Party Transactions

Related-Party Transactions

We lease our Colmar, PA facility and a portion of our Lewisberry, PA facility from entities in which Steven L. Berman, our Non-Executive Chairman, and certain of his family members are owners. Each lease is a non-cancelable operating lease. Total rental payments to those entities under these lease arrangements will be $2.9 million in fiscal 2023 and were $2.5 million in fiscal 2022. The lease for our corporate headquarters in Colmar, PA was renewed in December 2022, effective as of January 1, 2023, and will expire on December 31, 2027. The lease for our Lewisberry, PA operating facility was signed in September 2020 and will expire on December 31, 2027.

We also lease our facilities in Madison, IN and Shreveport, LA, from entities in which Lindsay Hunt, our President and Chief Executive Officer, Specialty Vehicles, and certain of her family members are owners. Each lease is a non-cancelable operating lease. Total rental payments to those entities under these lease arrangements will be $2.6 million in fiscal 2023. The leases for our operating facilities in Madison, IN and Shreveport, LA were renewed in October 2022 in connection with the acquisition of SuperATV and will expire on October 31, 2027.

We signed a warehouse storage and services agreement with a counterparty that is majority-owned by a family member of Lindsay Hunt. The agreement provides for indoor storage space and material handling services at agreed-upon rates. Total payments under the arrangement are expected to be $0.2 million in fiscal 2023. The agreement was signed in October 2020 and expired in October 2023, but was extended on a month-to-month basis.

We are a partner in a joint venture with one of our suppliers and own a minority interest in two other suppliers. Two of these investments are accounted for under the equity method and one is accounted for under the cost method.

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Fair Value Disclosures	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Disclosures	Fair Value DisclosuresThe carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. The carrying value of borrowings under our credit facility approximates fair value because these borrowings bear interest at rates indexed to a market rate (Term SOFR).

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Pay vs Performance Disclosure
Net income	$ 40,522	$ 30,601	$ 78,975	$ 103,713

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:

(in thousands)
Accounts receivable	$	3,317
Inventories	90,428
Prepaids and other current assets	5,293
Property, plant and equipment	23,776
Goodwill	247,474
Identifiable intangible assets	157,500
Operating lease right-of-use assets	11,661
Other Assets	3,001
Accounts payable	(7,436)
Accrued compensation	(2,086)
Accrued customer rebates and returns	(1,609)
Other current liabilities	(8,726)
Long-term operating lease liabilities	(9,508)
Other long-term liabilities	(3,307)
Net cash consideration	$	509,778

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Sale of Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Summary of Sale of Accounts Receivable

Sales of accounts receivable under these agreements, and related factoring costs, which were included in selling, general and administrative expenses, were as follows:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Sales of accounts receivable	$	233,513	$	239,926	$	713,190	$	778,051
Factoring costs	12,255		9,828		37,674		22,989

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Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products and are stated at the lower of cost or net realizable value. Inventories were as follows:

(in thousands)	September 30, 2023		December 31, 2022
Raw materials	$	30,570	$	34,267
Bulk product	193,470		234,871
Finished product	393,271		478,032
Packaging materials	8,282		8,731
Total	$	625,593	$	755,901

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill included the following:

(in thousands)
Balance at December 31, 2022	$	443,035
Measurement period adjustments for SuperATV acquisition	233
Foreign currency translation	(48)
Balance at September 30, 2023	$	443,220

Schedule of Intangible Assets

Intangible assets included the following:

	September 30, 2023						December 31, 2022
Intangible assets subject to amortization	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(in thousands)
Customer relationships	$	175,430	$	29,388	$	146,042	$	175,430	$	21,643	$	153,787
Trade names	67,690		9,591		58,099		67,690		6,370		61,320
Product portfolio	107,800		8,012		99,788		107,800		2,953		104,847
Technology	2,167		1,006		1,161		2,167		820		1,347
Patents and other	2,230		518		1,712		1,430		322		1,108
Total	$	355,317	$	48,515	$	306,802	$	354,517	$	32,108	$	322,409

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Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregated Revenue

The following tables present our disaggregated revenue by type of major good / product line and geography.

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Powertrain	$	193,493	$	153,773	$	546,212	$	462,556
Chassis	181,723		174,707		559,509		513,301
Motor Vehicle body	97,843		72,717		283,468		215,764
Hardware	15,127		12,273		46,303		40,847
Total	$	488,186	$	413,470	$	1,435,492	$	1,232,468

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net sales to U.S. customers	$	448,360	$	380,842	$	1,317,353	$	1,138,683
Net sales to non-U.S. customers	39,826		32,628		118,139		93,785
Total	$	488,186	$	413,470	$	1,435,492	$	1,232,468

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of RSA and RSU Activity

The following table summarizes our RSA and RSU activity for the nine months ended September 30, 2023:

	Shares	Weighted Average Fair Value
Balance at December 31, 2022	238,922	$	92.07
Granted	109,688	$	96.01
Vested	(70,550)	$	80.24
Canceled	(17,692)	$	83.49
Balance at September 30, 2023	260,368	$	97.51

Summary of Stock Option Activity

The following table summarizes our stock option activity for the nine months ended September 30, 2023:

	Shares	Weighted Average Price		Weighted Average Remaining Term (years)	Aggregate Intrinsic Value  (in thousands)
Balance at December 31, 2022	268,119	$	84.03
Granted	79,404	$	91.13
Canceled	(6,510)	$	93.48
Exercised	(24,297)	$	72.33
Balance at September 30, 2023	316,716	$	86.51	5.6	$	982
Exercisable at September 30, 2023	136,117	$	80.50	4.6	$	704

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic Earnings per Share and Diluted Earnings per Share

The following table sets forth the computation of basic earnings per share and diluted earnings per share:

	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net income	$	40,522	$	30,601	$	78,975	$	103,713
Denominator:
Weighted average basic shares outstanding	31,483		31,411		31,462		31,444
Effect of stock-based compensation awards	71		134		78		117
Weighted average diluted shares outstanding	31,555		31,545		31,540		31,561
Earnings Per Share:
Basic	$	1.29	$	0.97	$	2.51	$	3.30
Diluted	$	1.28	$	0.97	$	2.50	$	3.29

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Common Stock Repurchases (Tables)

9 Months Ended

Sep. 30, 2023

Common Stock Repurchases [Abstract]

Summary of Shares Repurchase and Cancellation

The following table summarizes the repurchase and cancellation of common stock by the Company for the periods indicated:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Shares repurchased and canceled	2,010		—		11,850		20,385
Total cost of shares repurchased and canceled (in thousands)	$	181	$	—	$	1,009	$	2,140
Average price per share	$	89.99	$	—	$	85.11	$	104.99

The following table summarizes the repurchase and cancellation of common stock under the share repurchase program:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Shares repurchased and canceled	—		14,700		—		180,750
Total cost of shares repurchased and canceled (in thousands)	$	—	$	1,523	$	—	$	17,577
Average price per share	$	—	$	103.57	$	—	$	97.24

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Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands		9 Months Ended
	Oct. 04, 2022	Sep. 30, 2023	Sep. 24, 2022
Business Acquisition [Line Items]
Business acquisition, purchase price		$ (67)	$ (595)
Super ATV LLC
Business Acquisition [Line Items]
Business acquisition, percentage of outstanding stock acquired	100.00%
Business acquisition, purchase price	$ 509,800
Business acquisition, net of acquired cash	6,800
Potential earn-out payment	$ 100,000
Cash as proceeds		$ 300

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Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Oct. 04, 2022
Business Acquisition [Line Items]
Goodwill	$ 443,220	$ 443,035
Super ATV LLC
Business Acquisition [Line Items]
Accounts receivable			$ 3,317
Inventories			90,428
Prepaids and other current assets			5,293
Property, plant and equipment			23,776
Goodwill			247,474
Identifiable intangible assets			157,500
Operating lease right-of-use assets			11,661
Other Assets			3,001
Accounts payable			(7,436)
Accrued compensation			(2,086)
Accrued customer rebates and returns			(1,609)
Other current liabilities			(8,726)
Long-term operating lease liabilities			(9,508)
Other long-term liabilities			(3,307)
Net cash consideration			$ 509,778

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Sales of Accounts Receivable - Summary of Sale of Accounts Receivable (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Sale Of Accounts Receivable [Line Items]
Sales of accounts receivable	$ 233,513	$ 239,926	$ 713,190	$ 778,051
Factoring costs	119,010	89,814	353,681	268,400
Accounts Receivable Sales Programs
Sale Of Accounts Receivable [Line Items]
Factoring costs	$ 12,255	$ 9,828	$ 37,674	$ 22,989

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Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 30,570	$ 34,267
Bulk product	193,470	234,871
Finished product	393,271	478,032
Packaging materials	8,282	8,731
Total	$ 625,593	$ 755,901

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Goodwill and Intangible Assets - Schedule of Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2022	$ 443,035
Measurement period adjustments for SuperATV acquisition	233
Foreign currency translation	(48)
Balance at September 30, 2023	$ 443,220

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Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 355,317	$ 354,517
Accumulated Amortization	48,515	32,108
Net Carrying Value	306,802	322,409
Customer relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	175,430	175,430
Accumulated Amortization	29,388	21,643
Net Carrying Value	146,042	153,787
Trade names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	67,690	67,690
Accumulated Amortization	9,591	6,370
Net Carrying Value	58,099	61,320
Product portfolio
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	107,800	107,800
Accumulated Amortization	8,012	2,953
Net Carrying Value	99,788	104,847
Technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	2,167	2,167
Accumulated Amortization	1,006	820
Net Carrying Value	1,161	1,347
Patents and other
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	2,230	1,430
Accumulated Amortization	518	322
Net Carrying Value	$ 1,712	$ 1,108

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 5.5	$ 3.0	$ 16.5	$ 9.1

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Debt - Additional Information (Detail)	Sep. 30, 2023	Dec. 31, 2022
Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, outstanding borrowing interest rate	6.92%	5.78%

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Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Maximum contingency payable	$ 102,000
Estimated contingent payments	7,000		$ 20,000
Net decrease in contingent consideration liability	13,000
Fair value adjustment to contingent consideration	13,400	$ 0
Increase due to accretion as a result of the passage of time	$ 400

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Revenue Recognition - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Disaggregation Of Revenue [Line Items]
Total	$ 488,186	$ 413,470	$ 1,435,492	$ 1,232,468
Net sales to U.S. customers
Disaggregation Of Revenue [Line Items]
Total	448,360	380,842	1,317,353	1,138,683
Net sales to non-U.S. customers
Disaggregation Of Revenue [Line Items]
Total	39,826	32,628	118,139	93,785
Powertrain
Disaggregation Of Revenue [Line Items]
Total	193,493	153,773	546,212	462,556
Chassis
Disaggregation Of Revenue [Line Items]
Total	181,723	174,707	559,509	513,301
Motor Vehicle body
Disaggregation Of Revenue [Line Items]
Total	97,843	72,717	283,468	215,764
Hardware
Disaggregation Of Revenue [Line Items]
Total	$ 15,127	$ 12,273	$ 46,303	$ 40,847

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Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)			109,688
Weighted-average grant-date fair value (in dollars per share)			$ 96.01
Compensation cost related to stock options	$ 0.5	$ 0.5	$ 1.5	$ 1.3
Number of common stock shares purchased (in shares)		8,712	14,975	13,327
RSA and RSU
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation cost related to restricted stock	2.4	$ 1.8	$ 6.7	$ 5.1
Unrecognized compensation cost related to non-vested restricted stock	16.0		$ 16.0
Unrecognized compensation cost related to non-vested restricted stock, weighted-average period			2 years 2 months 12 days
Performance-Based Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)			29,399	23,995
Weighted-average grant-date fair value (in dollars per share)			$ 113.15	$ 111.31
Share-Based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested restricted stock	$ 4.6		$ 4.6
Unrecognized compensation cost related to non-vested restricted stock, weighted-average period			2 years 9 months 18 days

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Stock-Based Compensation - Summary of RSA and RSU Activity (Detail)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Shares
Beginning balance (in shares) | shares	238,922
Granted (in shares) | shares	109,688
Vested (in shares) | shares	(70,550)
Canceled (in shares) | shares	(17,692)
Ending balance (in shares) | shares	260,368
Weighted Average Fair Value
Beginning balance, weighted average fair value (in dollars per share) | $ / shares	$ 92.07
Granted (in dollars per share) | $ / shares	96.01
Vested (in dollars per share) | $ / shares	80.24
Canceled (in dollars per share) | $ / shares	83.49
Ending balance, weighted average fair value (in dollars per share) | $ / shares	$ 97.51

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Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Shares
Beginning balance (in shares) | shares	268,119
Granted (in shares) | shares	79,404
Canceled (in shares) | shares	(6,510)
Exercised (in shares) | shares	(24,297)
Ending balance (in shares) | shares	316,716
Exercisable (in shares) | shares	136,117
Weighted Average Price
Beginning balance, weighted average exercise price (in dollars per share) | $ / shares	$ 84.03
Granted (in dollars per share) | $ / shares	91.13
Canceled (in dollars per share) | $ / shares	93.48
Exercised (in dollars per share) | $ / shares	72.33
Ending balance, weighted average exercise price (in dollars per share) | $ / shares	86.51
Exercisable (in dollars per share) | $ / shares	$ 80.50
Weighted average remaining term	5 years 7 months 6 days
Weighted average remaining term, exercisable	4 years 7 months 6 days
Aggregate intrinsic value | $	$ 982
Aggregate intrinsic value, exercisable | $	$ 704

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Earnings Per Share - Additional Information (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Earnings Per Share [Abstract]
Stock-based awards considered as anti-dilutive	294,000	31,000	295,000	32,000

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Earnings Per Share - Schedule of Computation of Basic Earnings per Share and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Earnings Per Share [Abstract]
Net income	$ 40,522	$ 30,601	$ 78,975	$ 103,713
Denominator:
Weighted average basic shares outstanding (in shares)	31,483	31,411	31,462	31,444
Effect of stock-based compensation awards (in shares)	71	134	78	117
Weighted average diluted shares outstanding (in shares)	31,555	31,545	31,540	31,561
Earnings Per Share:
Earning per share, basic (in dollars per share)	$ 1.29	$ 0.97	$ 2.51	$ 3.30
Earning per share, diluted (in dollars per share)	$ 1.28	$ 0.97	$ 2.50	$ 3.29

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Common Stock Repurchases - Summary of Shares Repurchase and Cancellation (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 24, 2022	Sep. 30, 2023	Sep. 24, 2022
Common Stock Repurchases
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares repurchased and canceled (in shares)	2,010	0	11,850	20,385
Total cost of shares repurchased and canceled (in thousands)	$ 181	$ 0	$ 1,009	$ 2,140
Average price per share (in dollars per share)	$ 89.99	$ 0	$ 85.11	$ 104.99
Share Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares repurchased and canceled (in shares)	0	14,700	0	180,750
Total cost of shares repurchased and canceled (in thousands)	$ 0	$ 1,523	$ 0	$ 17,577
Average price per share (in dollars per share)	$ 0	$ 103.57	$ 0	$ 97.24

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Common Stock Repurchases - Additional Information (Detail) - Share Repurchase Program	Sep. 30, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share repurchase program shares authorized to be repurchased	$ 600,000,000
Shares available for repurchase under share repurchase program amount	$ 228,000,000

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Income Taxes - Additional Information (Detail) $ in Millions	Sep. 30, 2023 USD ($)
Income Tax Disclosure [Abstract]
Net unrecognized tax benefits	$ 3.2

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Related-Party Transactions - Additional Information (Detail) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023 Investment Supplier	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Board of Directors Chairman
Related Party Transaction [Line Items]
Rental payments based upon the terms of the lease			$ 2.5
Related Party
Related Party Transaction [Line Items]
Number of suppliers with company partners Joint Venture | Supplier	1
Minority interest investments in number of suppliers | Supplier	2
Number of investments accounted for under equity method | Investment	2
Number of investments accounted for under cost method | Investment	1
Scenario, Forecast | Board of Directors Chairman
Related Party Transaction [Line Items]
Rental payments based upon the terms of the lease		$ 2.9
Scenario, Forecast | President and Chief Executive Officer
Related Party Transaction [Line Items]
Rental payments based upon the terms of the lease		2.6
Scenario, Forecast | Immediate Family Member of President and CEO
Related Party Transaction [Line Items]
Rental payments based upon the terms of the lease		$ 0.2