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 28, 2015

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 28, 2015, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the third quarter ended September 26, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 8.01. Other Events.

On October 28, 2015, the Company announced that its Board of Directors has authorized an expansion to and extension of the Company’s existing share repurchase program. Under this expansion, the Board of Directors has authorized an increase to the share repurchase program from $100 million to $150 million. During the third quarter ended September 26, 2015, Dorman repurchased 89,100 shares of its common stock for $4.4 million, at an average price of $49.55 per share. During the first nine months of 2015, the Company has repurchased 122,000 shares of its common stock for $5.9 million, at an average price of $48.77 per share. In connection with the expansion, the Board of Directors has extended the expiration date of the share repurchase program from December 31, 2015 to December 31, 2016.

The Company’s repurchase of shares will take place in open market transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The Company intends to finance the purchase using its available cash and cash equivalents. The Board may modify, suspend, extend or terminate the repurchase program at any time.

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; (vii) extended credit to customers who may be unable to pay; (viii) the loss of a key vendor; (ix) limited customer shelf space; (x) reliance on new product development; (xi) patent filings made by original equipment manufacturers continuing to increase; (xii) quality problems with product after their production and sale to customers; (xiii) loss of third party transportation providers on whom we depend; (xiv) improperly executed, or unrealized cost savings from, our on-going information technology initiatives; (xv)

unfavorable results of legal proceedings; (xvi) dependence on senior management and control by officers, directors, and family members; (xvii) operations may be subject to quarter fluctuations and disruptions from events beyond our control. 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 27, 2014. 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 October 28, 2015

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 28, 2015	By:	/s/ Matthew Kohnke
		Name: Matthew Kohnke
		Title: Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated October 28, 2015

EX-99.1

Exhibit 99.1

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 Third Quarter Ended September 26, 2015; Announces

Expansion and Extension of Stock Repurchase Program

Third Quarter Highlights:

• Sales increased 7% to a record $210.9 million.

• EPS increased 7% to $0.73 per diluted share.

• Introduced over 1,700 new products, bringing year to date total to almost 3,500 (up 16%)

COLMAR, PENNSYLVANIA (October 28, 2015) – Dorman Products, Inc. (NASDAQ:DORM) today announced sales for the third quarter ended September 26, 2015 of $210.9 million, an increase of 7% from $197.8 million in the third quarter of 2014. Diluted earnings per share for the third quarter ended September 26, 2015 increased 7% to $0.73 per share from $0.68 per share in 2014.

“As expected, sales growth rates improved during the third quarter despite the fact that last year’s third quarter results included approximately $10 million in customer stock-up orders prior to our ERP conversion. Sales growth excluding the impact of these orders was 12%. Sales growth was driven by revenues from new products along with a return to more normalized buying patterns from a large customer that had been reducing inventory,” said Matt Barton, President and Chief Executive Officer. “Additionally, we saw an improvement in sell through growth rates compared to the second quarter, which we expect to continue during the fourth quarter.”

Gross profit margin was 38.3% for the third quarter ended September 26, 2015 compared to 38.4% for the same period last year. Selling, general and administrative expenses increased 6% to $39.6 million during the quarter. SG&A increases were primarily the result of higher variable costs associated with the 7% sales growth and additional investments in product development.

For the nine months ended September 26, 2015, sales increased 4% over the comparable prior year period to $598.1 million from $577.5 million in 2014. Diluted earnings per share in 2015 increased 1% to $1.98 from $1.96 in the same period in 2014. Operating cash flow increased to $57.5 million for the first nine months of 2015 compared to $47.4 million in the first nine months of 2014.

“As we look forward to 2016, despite increased competitive pressures, we expect to deliver revenue and profit growth in the mid-single digit range,” continued Mr. Barton. “We remain bullish on the long-term outlook for the business. We will continue to invest in our new product development capabilities in both the automotive aftermarket and adjacent markets. These investments will result in more new products and additional growth opportunities for our customers.”

The Company also announced that its Board of Directors has approved an expansion and extension to the on-going share repurchase program. Under the expansion, the Board of Directors has authorized an increase to the share repurchase program from $100 million to $150 million. In connection with the expansion, the Board of Directors has extended the program from December 31, 2015 to December 31, 2016. During the third quarter ended September 26, 2015, Dorman repurchased 89,100 shares of its common stock for $4.4 million, at an average price of $49.55 per share. During the first nine months of 2015, the Company has repurchased 122,000 shares of its common stock for $5.9 million, at an average price of $48.77 per share.

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^®, TECHoice™, Dorman^® Hybrid Drive Batteries and Dorman HD Solutions™ brand names.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the Company’s future growth rates. 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 27, 2014. 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

Condensed Consolidated Statements of Operations

(in thousands, except per-share data)

	13 Weeks				13 Weeks
Third Quarter (unaudited)	9/26/15		Pct.		9/27/14		Pct.
Net sales	$	210,928		100.0	$	197,796		100.0
Cost of goods sold		130,134		61.7		121,915		61.6
Gross profit		80,794		38.3		75,881		38.4
Selling, general andadministrative expenses		39,554		18.7		37,405		18.9
Income from operations		41,240		19.6		38,476		19.5
Interest expense, net		48		0.1		58		0.1
Income before income taxes		41,192		19.5		38,418		19.4
Provision for income taxes		15,132		7.1		13,882		7.0
Net income	$	26,060		12.4	$	24,536		12.4
Diluted earnings per share	$	0.73			$	0.68
Weighted average diluted shares outstanding		35,575				36,024

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except per-share data)

	39 Weeks				39 Weeks
Third Quarter (unaudited)	9/26/15		Pct.		9/27/14		Pct.
Net sales	$	598,123		100.0	$	577,495		100.0
Cost of goods sold		367,866		61.5		357,011		61.8
Gross profit		230,257		38.5		220,484		38.2
Selling, general andadministrative expenses		118,470		19.8		108,361		18.8
Income from operations		111,787		18.7		112,123		19.4
Interest expense, net		152		—		160		—
Income before income taxes		111,635		18.7		111,963		19.4
Provision for income taxes		41,093		6.9		40,632		7.0
Net income	$	70,542		11.8	$	71,331		12.4
Diluted earnings per share	$	1.98		—	$	1.96		—
Weighted average diluted shares outstanding		35,611		—		36,372		—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	9/26/15		12/27/14
Assets:
Cash and cash equivalents	$	79,321	$	47,656
Accounts receivable		199,257		206,035
Inventories		195,250		173,523
Deferred income taxes		26,414		25,103
Prepaid expenses		3,544		3,147
Total current assets		503,786		455,464
Property & equipment		86,308		82,270
Goodwill and other intangible assets		29,914		29,989
Other assets		19,297		12,645
Total assets	$	639,305	$	580,368
Liabilities & Shareholders’ Equity:
Accounts payable	$	58,983	$	59,541
Accrued expenses and other		28,046		31,292
Total current liabilities		87,029		90,833
Other long-term liabilities		4,706		4,822
Deferred income taxes		21,501		22,652
Shareholders’ equity		526,069		462,061
Total Liabilities and Equity	$	639,305	$	580,368

Selected Cash Flow Information:
(in thousands)	13 Weeks (unaudited)				39 Weeks (unaudited)
	9/26/15		9/27/14		9/26/15		9/27/14
Depreciation, amortizationand accretion	$	4,143	$	3,165	$	11,739	$	9,001
Capital expenditures	$	5,518	$	7,114	$	16,534	$	22,992