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): October 25, 2011

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, Colmar, 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 October 25, 2011, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the third quarter ended September 24, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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 25, 2010. You should not place undue reliance on forward-looking statements. Such statements speak only as to the date on which they are made, and we undertake no obligation to update publicly or revise any forward-looking statements, regardless of future developments or availability of new information.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release dated October 25, 2011

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: October 25, 2011	By:	/s/ Matthew Kohnke
		Name: Matthew Kohnke
		Title: Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated October 25, 2011

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Further Information Contact:

Matthew S. Kohnke, CFO

(215) 997-1800 x 5182

E-mail: MKohnke@dormanproducts.com

Dorman Products, Inc. Reports Sales and Earnings for the Third Quarter Ended September 24, 2011

Colmar, Pennsylvania (October 25, 2011) – Dorman Products, Inc. (NASDAQ:DORM) today announced financial results for the third quarter ended September 24, 2011.

Revenues for the third quarter ended September 24, 2011 increased 13% over the prior year to $134.2 million from $119.2 million. Excluding the impact of $3.5 million in costs associated with our previously-announced decision to exit our Swedish business shown in the reconciliation of non-GAAP measures below, adjusted net income increased 17% to $15.0 million in the third quarter from $12.8 million last year. Adjusted diluted earnings per share increased 15% to $0.82 in 2011 from $0.71 in 2010.

After the above charge, reported net income in the third quarter of 2011 declined 10% to $11.5 million from $12.8 million in the same period last year. Reported diluted earnings per share in the third quarter of 2011 declined 11% to $0.63 from $0.71 in the same period last year.

For the nine months ended September 24, 2011 and September 25, 2010:

• Revenues increased 17% over the prior year to $390.2 million from $333.2 million. Revenue growth was driven primarily by strong overall demand for our products and higher new product sales.

• Excluding the impact of the item shown in the reconciliation of non-GAAP measures below, adjusted net income in 2011 increased 18% to $40.1 million from $33.9 million last year, while adjusted diluted earnings per share in 2011 increased 18% to $2.21 in 2011 from $1.87 in 2010.

• Reported net income in 2011 was up 8% to $36.6 million from $33.9 million last year. Reported diluted earnings per share in 2011 rose 7% to $2.01 from $1.87 in 2010.

• Reported gross profit margin was 35.6%. Adjusted gross profit margin before $2.9 million in charges for inventory write-downs and other costs associated with the exit of our Swedish business was 36.3% in 2011 compared to 37.9% in 2010. The remaining decline in gross margin is primarily due to an increase in transportation costs and an unfavorable change in sales mix.

• Selling, general and administrative expenses increased 12% in 2011 to $79.3 million from $70.9 million in 2010. Selling, general and administrative expenses includes $0.6 million in employee related charges and asset write-downs related to the exit of our Swedish business. The remaining spending increase was primarily the result of higher variable costs related to our sales increase and investments in new product development initiatives.

• Our effective tax rate decreased to 38.3% from 38.5% in the prior year.

• Operating cash flow for 2011 was $30.6 million compared to $14.9 million in 2010. Cash on hand as of September 24, 2011 was $45.6 million.

Mr. Steven Berman, Chairman and Chief Executive Officer, said, “Our sales increases continue to be driven by the success of our new products. We remain on pace to deliver a record number of new products in 2011 and look forward to sharing some of our recent new product opportunities with our customers and end users during next week’s AAPEX Show. Finally, we are excited to announce our upcoming launch of Dorman HD Solutions (TM) – an exclusive offering of Former Dealer Only for the Medium and Heavy Duty vehicle market, which we expect to begin shipping early next year.”

Dorman Products, Inc. is a leading supplier of 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 Dorman (R), OE Solutions (TM), HELP! (R), AutoGrade (TM), First Stop (TM), Conduct-Tite (R), renew (TM), TECHoice (TM) and Symmetry (R) brand names.

Certain statements in this press release 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 the exit of ScanTech’s international business, future business prospects, tax benefits, exit costs, proceeds, 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 the Company’s ability to sell or liquidate ScanTech’s international business, 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 25, 2010.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	13 Weeks				13 Weeks
Third Quarter (unaudited)	9/24/11		Pct.		9/25/10		Pct.
Net sales	$	134,243		100.0	$	119,212		100.0
Cost of goods sold		87,617		65.3		74,088		62.1
Gross profit		46,626		34.7		45,124		37.9
Selling, general and administrative expenses		26,730		19.9		24,628		20.7
Income from operations		19,896		14.8		20,496		17.2
Interest expense, net		29		—		57		0.1
Income before income taxes		19,867		14.8		20,439		17.1
Provision for income taxes		8,367		6.2		7,622		6.3
Net income	$	11,500		8.6	$	12,817		10.8
Earnings per share:
Basic	$	0.64		—	$	0.72		—
Diluted	$	0.63		—	$	0.71		—
Average shares outstanding:
Basic		17,966		—		17,800		—
Diluted		18,209		—		18,176		—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	39 Weeks				39 Weeks
Third Quarter (unaudited)	9/24/11		Pct.		9/25/10		Pct.
Net sales	$	390,236		100.0	$	333,196		100.0
Cost of goods sold		251,436		64.4		206,967		62.1
Gross profit		138,800		35.6		126,229		37.9
Selling, general and administrative expenses		79,264		20.3		70,936		21.3
Income from operations		59,536		15.3		55,293		16.6
Interest expense, net		148		0.1		180		0.1
Income before income taxes		59,388		15.2		55,113		16.5
Provision for income taxes		22,755		5.8		21,196		6.3
Net income	$	36,633		9.4	$	33,917		10.2
Earnings per share:
Basic	$	2.04		—	$	1.91		—
Diluted	$	2.01		—	$	1.87		—
Average shares outstanding:
Basic		17,921		—		17,749		—
Diluted		18,182		—		18,125		—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	9/24/11		12/25/10
Assets:
Cash and cash equivalents	$	45,588	$	30,463
Accounts receivable		101,142		101,851
Inventories		129,004		120,433
Deferred income taxes		14,261		12,135
Prepaid expenses		2,480		2,213
Total current assets		292,475		267,095
Property & equipment		37,745		28,790
Goodwill		26,553		26,553
Other assets		957		721
Total assets	$	357,730	$	323,159
Liabilities & Shareholders’ Equity:
Accounts payable	$	30,586	$	33,978
Accrued expenses and other		14,187		14,182
Total current liabilities		44,773		48,160
Other long-term liabilities		3,788		3,210
Deferred income taxes		9,113		8,636
Shareholders’ equity		300,056		263,153
Total Liabilities and Equity	$	357,730	$	323,159

Selected Cash Flow Information:

(in thousands)	13 Weeks (unaudited)				39 Weeks (unaudited)
	9/24/11		9/25/10		9/24/11		9/25/10
Depreciation and amortization	$	1,984	$	2,137	$	5,710	$	6,016
Capital Expenditures	$	4,522	$	3,019	$	14,914	$	7,187

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 items:

• Results for the thirteen weeks and thirty-nine weeks ended September 24, 2011 include charges totaling $3.5 million related to asset impairment and employee-related costs associated with our previously-announced decision to exit our Swedish business.

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)
	9/24/11		9/25/10		% Change
Net income, as reported	$	11,500	$	12,817		(10.3	)%
Add: Costs recorded in connection with exit of our Swedish subsidiary		3,499		—		N/A
Net income, as adjusted	$	14,999	$	12,817		17.0	%
Diluted EPS, as reported	$	0.63	$	0.71		(11.3	)%
Add: Costs recorded in connection with exit of our Swedish subsidiary		0.19		—		N/A
Diluted EPS, as adjusted	$	0.82	$	0.71		15.4	%
	39 Weeks (unaudited)
	9/24/11		9/25/10		% Change
Net income, as reported	$	36,633	$	33,917		8.0	%
Add: Costs recorded in connection with exit of our Swedish subsidiary		3,499		—		N/A
Net income, as adjusted	$	40,132	$	33,917		18.3	%
Diluted EPS, as reported	$	2.01	$	1.87		7.5	%
Add: Costs recorded in connection with exit of our Swedish subsidiary		0.20		—		N/A
Diluted EPS, as adjusted	$	2.21	$	1.87		18.2	%