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): November 1, 2012

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 30, 2012, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the third quarter ended September 29, 2012. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Certain statements in this document 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: (i) competition in the automotive aftermarket; (ii) unfavorable economic conditions; (iii) the loss or decrease in sales among one of our top customers; (iv) customer consolidation in the automotive aftermarket leading to less favorable customer contract terms; (v) the cancellation or rescheduling of orders; (vi) foreign currency fluctuations and our dependence on foreign suppliers; (vi) extended credit to customers who may be unable to pay; (vii) the loss of a key vendor; (viii) limited customer shelf space; (ix) reliance on new product development; (x) patent filings made by original equipment manufacturers continuing to increase; (xi) quality problems with product after their production and sale to customers; (xii) loss of third party transportation providers on whom we depend; (xiii) improperly executed, or unrealized cost savings from, our on-going information technology initiatives; (xiv) unfavorable results of legal proceedings; (xv) dependence on senior management and control by officers, directors, and family members; (xvi) exposure to certain regulatory and financial risks related to climate change; and (xvii) healthcare reform legislation. 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 31, 2011. 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 statement, regardless of future developments or availability of new information.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 1, 2012

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: November 1, 2012	By:	/s/ Matthew Kohnke
		Name: Matthew Kohnke
		Title: Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated November 1, 2012

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Matthew Kohnke, CFO, mkohnke@dormanproducts.com, (215) 997-5182. Visit our website at www.dormanproducts.com

Dorman Products, Inc. Reports Record Sales and Earnings

For the Third Quarter Ended September 29, 2012

Third Quarter Highlights:

• Revenue increased 20% to a record $156.4 million; twelfth consecutive quarter of double digit sales growth

• Net income from continuing operations increased 32% to $19.8 million, or $0.54 per diluted share.

• Operating margin increased to 19.9% from 17.9% during the same period last year.

COLMAR, PENNSYLVANIA (November 1, 2012) – Dorman Products, Inc. (NASDAQ:DORM) today announced record revenues from continuing operations for the third quarter ended September 29, 2012, up 20% over the prior year to $156.4 million from $130.6 million. Revenue growth was driven primarily by strong overall demand for our products, higher revenues from recently-introduced products and the shipment of several large line updates. The Company also announced record net income from continuing operations of $19.8 million, or $0.54 per diluted share, for the third quarter ended September 29, 2012, up 32% from the prior year’s net income from continuing operations of $15.0 million, or $0.41 per diluted share.

Gross profit margin was 38.2% for the third quarter ended September 29, 2012 compared to 37.2% for the same period last year. The increase in margin percent is primarily the result of a favorable change in sales mix, lower transportation costs and lower provisions for excess and obsolete inventory. Selling, general and administrative expenses increased 14% in 2012 to $28.6 million from $25.2 million in 2011, but were down as a percentage of sales to 18.3% in 2012 from 19.3% in 2011. Cost increases were primarily the result of higher variable costs, additional product development spending and increased incentive compensation expense.

For the nine months ended September 29, 2012, revenues from continuing operations increased 15% over the prior year to $435.4 million from $377.8 million last year. Net income from continuing operations in 2012 increased 25% to $51.2 million from $41.0 million in the same period last year. Diluted earnings per share from continuing operations in 2012 rose 24% to $1.40 from $1.13 in the same period last year. Operating cash flow in 2012 was $28.6 million compared to $30.6 million in 2011.

“Our growing pipeline of new and recently-introduced new products continues to fuel our revenue growth. We have introduced nearly 2,500 new parts in 2012, of which over 630 of these were formerly dealer-only parts. We appreciate the continued acceptance of these new products by our customers and end users, and look forward to creating even more new revenue opportunities in the future,” said Mr. Steven Berman, Chairman and Chief Executive Officer. “Additionally, we are gaining traction in our Dorman HD Solutions ™ initiative launched in January, with over 200 formerly dealer-only parts available for immediate shipment to customers. Feedback from customers and end users has been positive. We remain committed to driving growth in this channel as well.”

During 2012, we liquidated our Swedish business, the results of which are presented as discontinued operations. The 2012 results include a $3.0 million non-cash currency translation gain and $1.5 million in benefits from foreign tax credits as a result of the liquidation.

Prior year earnings per share and weighted average share information have been adjusted to reflect the 2-for-1 stock split that occurred in June 2012.

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^®, OE Solutions™, HELP!^®, AutoGrade™, First Stop™, Conduct-Tite^®, renew™, TECHoice™, Dorman HD Solutions™ and Symmetry^® brand names.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “demonstrate,” “expect,” “estimate,” “forecast,” “anticipate,” “should” and “likely” and similar expressions identify forward-looking statements. 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 statement was made. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These factors 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 detailed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The Company is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	13 Weeks				13 Weeks
Third Quarter (unaudited)	9/29/12		Pct.		9/24/11			Pct.
Net sales	$	156,411		100.0	$	130,576			100.0
Cost of goods sold		96,665		61.8		81,979			62.8
Gross profit		59,746		38.2		48,597			37.2
Selling, general and administrative expenses		28,615		18.3		25,195			19.3
Income from operations		31,131		19.9		23,402			17.9
Interest expense, net		38		—		12			—
Income from continuing operations before income taxes		31,093		19.9		23,390			17.9
Provision for income taxes		11,337		7.3		8,374			6.4
Net income from continuing operations		19,756		12.6		15,016			11.5
Net income (loss) from discontinued operations		586		—		(3,516	)		—
Net income	$	20,342		—	$	11,500			—
Diluted earnings (loss) per share:
Continuing operations	$	0.54		—	$	0.41			—
Discontinued operations		0.02		—		(0.09	)		—
Diluted earnings per share	$	0.56		—	$	0.32			—
Weighted average diluted shares outstanding		36,622		—		36,418			—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	39 Weeks				39 Weeks
Third Quarter (unaudited)	9/29/12		Pct.		9/24/11			Pct.
Net sales	$	435,406		100.0	$	377,790			100.0
Cost of goods sold		272,038		62.5		238,753			63.2
Gross profit		163,368		37.5		139,037			36.8
Selling, general and administrative expenses		82,103		18.8		75,122			19.9
Income from operations		81,265		18.7		63,915			16.9
Interest expense, net		90		0.1		95			—
Income from continuing operations before income taxes		81,175		18.6		63,820			16.9
Provision for income taxes		30,019		6.9		22,775			6.0
Net income from continuing operations		51,156		11.7		41,045			10.9
Net income (loss) from discontinued operations		4,506		—		(4,412	)		—
Net income	$	55,662		—	$	36,633			—
Diluted earnings (loss) per share:
Continuing operations	$	1.40		—	$	1.13			—
Discontinued operations		0.13		—		(0.12	)		—
Diluted earnings per share	$	1.53		—	$	1.01			—
Weighted average diluted shares outstanding		36,489		—		36,365			—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	9/29/12		12/31/11
Assets:
Cash and cash equivalents	$	66,071	$	50,196
Accounts receivable		140,556		124,324
Inventories		134,302		115,845
Deferred income taxes		18,589		17,127
Prepaid expenses		3,792		2,661
Total current assets		363,310		310,153
Property & equipment		47,369		38,904
Goodwill		26,553		26,553
Other assets		1,436		1,083
Total assets	$	438,668	$	376,693
Liabilities & Shareholders’ Equity:
Accounts payable	$	38,728	$	31,646
Accrued expenses and other		13,005		12,907
Total current liabilities		51,733		44,553
Other long-term liabilities		3,058		3,406
Deferred income taxes		11,531		11,631
Shareholders’ equity		372,346		317,103
Total Liabilities and Equity	$	438,668	$	376,693

Selected Cash Flow Information:

(in thousands)	13 Weeks (unaudited)				39 Weeks (unaudited)
	9/29/12		9/24/11		9/29/12		9/24/11
Depreciation and amortization	$	2,017	$	1,984	$	5,973	$	5,710
Capital expenditures	$	4,983	$	4,522	$	14,437	$	14,914