8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  February 26, 2009

Dorman Products, Inc.

(Exact name of Registrant as Specified in Charter)

Pennsylvania	000-18914	23-2078856
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3400 East Walnut Street, Comar, Pennsylvania 18915

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (215) 997-1800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operation and Financial Condition.

The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

On February 26, 2009, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the fourth quarter and year ended December 27, 2008.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information being furnished in Exhibit 99.1 contains non-GAAP measures.  The presentation of these non-GAAP measures is intended to enhance the usefulness of the financial information by providing measures which the Company's management uses internally to evaluate the Company's baseline performance.  These non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to net income or other financial measures prepared in accordance with GAAP. A reconciliation of those financial measures to the most directly comparable GAAP measures is included in Exhibit 99.1.

Certain statements in this report constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  While forward-looking statements sometimes are presented with numerical specificity, they are based on various assumptions made by management regarding future circumstances over many of which the Company has little or no control.  Forward-looking statements may be identified by words including "anticipate," "believe," "estimate," "expect," and similar expressions.  The Company cautions readers that forward-looking statements, including, without limitation, those relating to future business prospects, revenues, working capital, liquidity, and income, are subject to certain risks and uncertainties that would cause actual results to differ materially from those indicated in the forward-looking statements.  Factors that could cause actual results to differ from forward-looking statements include but are not limited to competition in the automotive aftermarket industry, concentration of the Company's sales and accounts receivable among a small number of customers, the impact of consolidation in the automotive aftermarket industry, foreign currency fluctuations, dependence on senior management and other risks and factors identified from time to time in the reports the Company files with the Securities and Exchange Commission.  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.  For additional information concerning factors that could cause actual results to differ materially from the information contained in this report, reference is made to the information in  Part I, "Item 1A, Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2007.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release dated February 26, 2009

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 hereunto duly authorized.

	DORMAN PRODUCTS, INC.
Date:   February 26, 2009	By:	/s/ Mathias J. Barton
	Name:	Mathias J. Barton
	Title:	Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated February 26, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

	Corporate Headquarters:
	Dorman Products, Inc.
	3400 East Walnut Street
	Colmar, Pennsylvania 18915
	Fax: (215) 997-8577
For Further Information Contact:	Visit our Home Page:
Mathias J. Barton, CFO	www.dormanproducts.com
(215) 997-1800 x 5132
E-mail: MBarton@dormanproducts.com

Dorman Products, Inc. Reports Sales and Earnings for the Fourth Quarter and Year Ended December 27, 2008

Colmar, Pennsylvania (February 27, 2009) – Dorman Products, Inc. (NASDAQ:DORM) today announced financial results for the fourth quarter ended December 27, 2008.

Sales decreased 4.5% to $80.7 million for the three months ended December 27, 2008 from $84.5 million last year.  The revenue drop was the result of a decline in demand across most of our product lines.

Reported net income in the fourth quarter of 2008 was $4.9 million compared to net income of $3.7 million in the same period last year.  Reported diluted earnings per share in the fourth quarter of 2008 were $0.27 compared to $0.20 in the same period last year.  Excluding the impact of the one-time items shown in the reconciliation of non-GAAP measures below, net income in the fourth quarter of 2008 was $4.2 million compared to net income of $4.4 million in the same period last year and diluted EPS in the fourth quarter of 2008 decreased to $0.23 from $0.24 in the same period last year.

Despite softness in the U.S. economy, revenues for the twelve months ended December 27, 2008 were up 4.5% to $342.3 million from $327.7 million last year.  Revenue growth resulted from higher new product sales and further penetration of existing automotive lines.

Reported net income for the twelve months ended December 27, 2008 was $17.8 million compared to net income of $19.2 million in the same period last year.  Reported diluted earnings per share in the twelve months ended December 27, 2008 were $0.99 compared to $1.06 in the same period last year.  Excluding the impact of the one-time items shown in the reconciliation of non-GAAP measures below, net income in 2008 was $17.1 million compared to net income of $19.1 million in the same period last year and diluted EPS in 2008 decreased to $0.95 from $1.05 in the same period last year.

For the year ended December 27, 2008 and December 29, 2007:

· Gross profit margin was 32.2% in 2008 compared to 34.3% in the prior year.  The decrease is primarily the result of strategic investments to grow market share and higher material and shipping costs.

· Selling, general and administrative expenses in 2008 increased 4.7% to $81.8 million from $78.1 million in 2007.  The increase is the result of higher variable costs related to our sales growth and increased staffing levels in product development, engineering and quality control.  These increases were partially offset by incentive compensation expense which was $1.8 million lower in 2008 than in the prior year due to lower earnings levels.  Results for 2007 also include a $1.4 million reduction in vacation expense due to the vacation policy change mentioned above.

· Interest expense, net, decreased to $0.9 million in 2008 from $1.9 million in 2007 due to lower borrowing levels and interest rates.

· Our effective tax rate decreased to 35.2% from 40.2% in the prior year.  The decrease is primarily the result of a $0.7 million tax benefit realized upon the disposition of our Canadian subsidiary.

Mr. Richard Berman, Chairman and Chief Executive Officer, said, "Our OE Solutions product lines continued to grow at double digit rates in the fourth quarter while most other lines declined due to softened demand.  Our customers and end users continue to support our new products despite the weak economy.  The strength of our balance sheet affords us the opportunity to make investments in new product development so that we can continue to enhance our leadership position in the aftermarket with innovative new products and solutions for our customers and end users.”

Dorman Products, Inc. is a leading supplier of OE Dealer "Exclusive" automotive replacement parts, automotive hardware, brake products, and household hardware to the Automotive Aftermarket and Mass Merchandise markets.  Dorman products are marketed under the OE Solutions (TM), HELP! (R), AutoGrade (TM), First Stop (TM), Conduct-Tite (R), Symmetry (R) and Scan-Tech (R) brand names.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.  Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.  Factors that could cause actual results to differ materially include, but are not limited to, those factors discussed in the Company's 2007 Annual Report on Form 10-K under "Item 1A - Risk Factors."

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	13 Weeks				13 Weeks
Fourth Quarter (unaudited)	12/27/08		Pct.		12/29/07		Pct.
Net sales	$	80,687		100.0	$	84,462		100.0
Cost of goods sold		54,875		68.0		56,343		66.7
Gross profit		25,812		32.0		28,119		33.3
Selling, general and administrative expenses		19,318		24.0		20,220		23.9
Goodwill impairment		-		-		414		0.5
Income from operations		6,494		8.0		7,485		8.9
Interest expense, net		146		0.1		305		0.4
Income before income taxes		6,348		7.9		7,180		8.5
Provision for income taxes		1,498		1.9		3,496		4.1
Net income	$	4,850		6.0	$	3,684		4.4
Earnings per share
Basic	$	0.27		-	$	0.21		-
Diluted	$	0.27		-	$	0.20		-
Average shares outstanding
Basic		17,649		-		17,699		-
Diluted		18,018		-		18,132		-

	52 Weeks				52 Weeks
Year to Date	12/27/08		Pct.		12/29/07		Pct.
Net sales	$	342,325		100.0	$	327,725		100.0
Cost of goods sold		232,140		67.8		215,256		65.7
Gross profit		110,185		32.2		112,469		34.3
Selling, general and
administrative expenses		81,781		23.9		78,083		23.8
Goodwill impairment		-		-		414		0.1
Income from operations		28,404		8.3		33,972		10.4
Interest expense, net		920		0.3		1,856		0.6
Income before income taxes		27,484		8.0		32,116		9.8
Provision for income taxes		9,671		2.8		12,923		3.9
Net income	$	17,813		5.2	$	19,193		5.9
Earnings per share
Basic	$	1.01		-	$	1.08		-
Diluted	$	0.99		-	$	1.06		-
Average shares outstanding
Basic		17,675		-		17,693		-
Diluted		18,049		-		18,132		-

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)

	12/27/08		12/29/07
Assets:
Cash and cash equivalents	$	5,824	$	6,918
Accounts receivable		77,101		76,897
Inventories		93,577		80,565
Deferred income taxes		11,626		10,111
Prepaid expenses		2,135		1,921
Total current assets		190,263		176,412
Property & equipment		25,053		25,680
Goodwill		26,553		26,662
Other assets		1,553		1,901
Total assets	$	243,422	$	230,655
Liability & Shareholders' Equity:
Current portion of long-term debt	$	86	$	8,654
Accounts payable		21,900		18,752
Accrued expenses and other		8,040		10,718
Total current liabilities		30,026		38,124
Long-term debt and other		17,464		10,811
Deferred income taxes		8,088		7,862
Shareholders' equity		187,844		173,858
Total Liabilities and Equity	$	243,422	$	230,655

Selected Cash Flow Information:

(in thousands)	13 Weeks (unaudited)				52 Weeks (unaudited)
	12/27/08		12/29/07		12/27/08		12/29/07
Depreciation and amortization	$	1,965	$	1,992	$	7,672	$	7,744
Capital Expenditures	$	1,531	$	1,310	$	7,323	$	5,371

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Measures

(in thousands, except per-share amounts)

This press release contains non-GAAP measures which adjust net income and diluted earnings per share to exclude the impact of the following one-time items:

- Effective December 31, 2006, we changed our vacation policy so that vacation is earned ratably throughout the year rather than at the end of the preceding year.  This change resulted in a reduction in our vacation accrual of $1.8 million in 2007, $0.4 million of which was recorded in the three months ended December 29, 2007.

- Results for the thirteen weeks and year ended December 29, 2007 include $0.4 million in non-cash write downs of goodwill of our Canadian subsidiary as a result of a strategic review and realignment of the business as well as a $0.6 million non-cash charge to our provision for income taxes to provide a valuation allowance for deferred tax assets of the subsidiary.

- Results for the thirteen weeks and year ended December 27, 2008 include a $0.7 million tax benefit realized upon the disposition of our Canadian subsidiary.

The presentation of these non-GAAP measures is intended to enhance the usefulness of the financial information by providing measures which the Company’s management uses internally to evaluate the Company’s baseline performance.  A reconciliation of net income and diluted earnings per share follows:

	13 Weeks (unaudited)
	12/27/08			12/29/07			% Change
Net income, as reported	$	4,850		$	3,684			31.7	%
Less: Vacation adjustment, net of tax		-			(274	)		N/A
Less: Tax benefit upon disposition of subsidiary		(673	)		-			N/A
Add: Asset write down		-			998			N/A
Net income, as adjusted	$	4,177		$	4,408			-5.2	%
Diluted EPS, as reported	$	0.27		$	0.20			35.0	%
Less: Vacation adjustment, net of tax		-			(0.02	)		N/A
Less: Tax benefit upon disposition of subsidiary		(0.04	)		-			N/A
Add: Asset write down		-			0.06			N/A
Diluted EPS, as adjusted	$	0.23		$	0.24			-4.2	%

	52 Weeks (unaudited)
	12/27/08			12/29/07			% Change
Net income, as reported	$	17,813		$	19,193			-7.2	%
Less: Vacation adjustment, net of tax		-			(1,094	)		N/A
Less: Tax benefit upon disposition of subsidiary		(673	)		-			N/A
Add: Asset write down		-			998			N/A
Net income, as adjusted	$	17,140		$	19,097			-10.2	%
Diluted EPS, as reported	$	0.99		$	1.06			-6.6	%
Less: Vacation adjustment, net of tax		-			(0.06	)		N/A
Less: Tax benefit upon disposition of subsidiary		(0.04	)		-			N/A
Add: Asset write down		-			0.05			N/A
Diluted EPS, as adjusted	$	0.95		$	1.05			-9.5	%