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 21, 2013

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 February 21, 2013, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the fourth quarter and year ended December 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 February 21, 2013

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 21, 2013	By:	/s/ Matthew Kohnke
		Name:	Matthew Kohnke
		Title:	Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated February 21, 2013

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Matthew Kohnke, CFO, mkohnke@dormanproducts.com, (215) 997-1800. Visit our website at www.dormanproducts.com

Dorman Products, Inc. Reports Sales and Earnings

For the Fourth Quarter and Year Ended December 29, 2012

COLMAR, PENNSYLVANIA (February 21, 2013) – Dorman Products, Inc. (NASDAQ:DORM) today announced sales for the fourth quarter ended December 29, 2012 of $135.0 million, down slightly from $135.6 million in the fourth quarter of 2011. The decline was the result of an extra week in the fourth quarter of 2011 that generated approximately $4.8 million in sales, and a planned one-time $5.1 million reduction in orders to remove inventory from a large customer’s supply chain in anticipation of a January 2013 change in how our customer distributes our products through its distribution network. Excluding the impact of these items, sales growth would have been approximately 7% in the fourth quarter of 2012.

Net income from continuing operations was $15.2 million, or $0.42 per diluted share, for the fourth quarter ended December 29, 2012, consistent with the prior year’s net income from continuing operations of $15.2 million, or $0.42 per diluted share. The fourth quarter 2011 results included 14 weeks while the fourth quarter 2012 results include 13 weeks.

“We are reporting strong full year 2012 results despite the flat fourth quarter, which we attribute to the one-time factors noted above.” said Mr. Steven Berman, Chairman and Chief Executive Officer. “Dorman continued to invest in its new product capabilities in 2012 as we grew our product development resources by 12% during the year. Our goal is to drive low double-digit sales and earnings growth over the long term through continued increases in the number of Formerly Dealer Only parts that we make available to our customers and end users.”

Gross profit margin was 38.4% for the fourth quarter ended December 29, 2012 compared to 37.0% for the same period last year. The increase in margin percent is primarily the result of a favorable change in sales mix and lower transportation costs. Selling, general and administrative expenses increased 9% in the fourth quarter of 2012 to $28.9 million from $26.5 million in the fourth quarter of 2011. Cost increases were primarily the result of additional product development spending and increased incentive compensation levels.

For the fiscal year ended December 29, 2012, sales increased 11% over the prior year to $570.4 million from $513.4 million last year. Excluding the impact of the extra week in 2011, sales increased 12% over 2011 levels. Net income from continuing operations in 2012 increased 18% to $66.4 million from $56.2 million in the prior year. Diluted earnings per share from continuing operations in 2012 rose 17% to $1.82 from $1.55 in the prior year. Operating cash flow in 2012 was $48.9 million compared to $38.1 million in 2011.

“This year marked our 4th consecutive year of double digit sales and earnings growth, and our 12th consecutive year of sales growth. In 2012, we continued our commitment to our “New to the Aftermarket” initiative by introducing a record number of new parts to the automotive aftermarket, including over 800 “Formerly Dealer Only” parts that were not previously available in the aftermarket. I would like to thank all of our contributors for another outstanding year, and our customers and end-users for their continued support and acceptance of our new products,” said Mr. Steven Berman, Chairman and Chief Executive Officer.

During 2012, we liquidated our Swedish business, the results of which are presented as discontinued operations. The 2012 results include a one-time $3.0 million non-cash currency translation gain and $1.4 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 paid on June 25, 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				14 Weeks
Fourth Quarter (unaudited)	12/29/12		Pct.		12/31/11		Pct.
Net sales	$	135,014		100.0	$	135,642		100.0
Cost of goods sold		83,173		61.6		85,412		63.0
Gross profit		51,841		38.4		50,230		37.0
Selling, general and administrative expenses		28,875		21.4		26,508		19.5
Income from operations		22,966		17.0		23,722		17.5
Interest expense, net		33		—		8		—
Income from continuing operations before income taxes		22,933		17.0		23,714		17.5
Provision for income taxes		7,684		5.7		8,557		6.3
Net income from continuing operations		15,249		11.3		15,157		11.2
Net income from discontinued operations		51		—		1,487		—
Net income	$	15,300		—	$	16,644		—
Diluted earnings per share:
Continuing operations	$	0.42		—	$	0.42		—
Discontinued operations		—		—		0.04		—
Diluted earnings per share	$	0.42		—	$	0.46		—
Weighted average diluted shares outstanding		36,609		—		36,460		—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	52 Weeks				53 Weeks
Year Ended (unaudited)	12/29/12		Pct.		12/31/11			Pct.
Net sales	$	570,420		100.0	$	513,432			100.0
Cost of goods sold		355,211		62.3		324,165			63.1
Gross profit		215,209		37.7		189,267			36.9
Selling, general and administrative expenses		110,978		19.4		101,630			19.8
Income from operations		104,231		18.3		87,637			17.1
Interest expense, net		123		—		103			0.1
Income from continuing operations before income taxes		104,108		18.3		87,534			17.0
Provision for income taxes		37,703		6.7		31,332			6.1
Net income from continuing operations		66,405		11.6		56,202			10.9
Net income (loss) from discontinued operations		4,557		—		(2,925	)		—
Net income	$	70,962		—	$	53,277			—
Diluted earnings (loss) per share:
Continuing operations	$	1.82		—	$	1.55			—
Discontinued operations		0.12		—		(0.08	)		—
Diluted earnings per share	$	1.94		—	$	1.47			—
Weighted average diluted shares outstanding		36,494		—		36,370			—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	12/29/12		12/31/11
Assets:
Cash and cash equivalents	$	27,708	$	50,196
Accounts receivable		133,806		124,324
Inventories		145,270		115,845
Deferred income taxes		20,559		17,127
Prepaid expenses		2,332		2,661
Total current assets		329,675		310,153
Property & equipment		48,758		38,904
Goodwill		26,553		26,553
Other assets		1,323		1,083
Total assets	$	406,309	$	376,693
Liabilities & Shareholders’ Equity:
Accounts payable	$	42,387	$	31,646
Accrued expenses and other		14,924		12,907
Total current liabilities		57,311		44,553
Other long-term liabilities		3,447		3,406
Deferred income taxes		12,679		11,631
Shareholders’ equity		332,872		317,103
Total Liabilities and Equity	$	406,309	$	376,693

Selected Cash Flow Information (unaudited):

(in thousands)	13 Weeks		14 Weeks		52 Weeks		53 Weeks
	12/29/12		12/31/11		12/29/12		12/31/11
Depreciation and amortization	$	2,252	$	2,027	$	8,225	$	7,737
Capital expenditures	$	3,641	$	3,188	$	18,078	$	18,102