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): July 26, 2016

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 July 26, 2016, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the first quarter ended June 25, 2016. 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; (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) claims of intellectual property infringement made by original equipment manufacturers; (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 26, 2015. 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 July 26, 2016

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: July 26, 2016	By:	/s/ Kevin M. Olsen
	Name:	Kevin M. Olsen
	Title:	Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated July 26, 2016

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Matt Barton, President and CEO, mbarton@dormanproducts.com, (215) 997-1800. Visit our website at www.dormanproducts.com

Dorman Products, Inc. Reports Sales and Earnings For the Second Quarter

Ended June 25, 2016; Announces Investment in Powertrain Industries, Inc.

• Q2 sales increased 5% to $209.6 million

• Q2 EPS increased 15% to $0.75 per diluted share

• Cash flow from operations increased 14% to $12.6 million

COLMAR, PENNSYLVANIA (July 26, 2016) – Dorman Products, Inc. (NASDAQ:DORM) today announced sales for the second quarter ended June 25, 2016 of $209.6 million, an increase of 5% from $198.7 million in the second quarter of 2015. Diluted earnings per share for the second quarter ended June 25, 2016 increased 15% to $0.75 per share from $0.65 per share in the second quarter of 2015.

“Second quarter net sales were up 5% despite several headwinds, including lower purchases from one of our larger customers due to its first quarter inventory build and the consolidation of another large customer. The team executed well on many fronts which allowed us to deliver solid double digit earnings growth. We remain optimistic about the long term organic growth prospects for our business, and for the year we expect mid-to-high single-digit revenue growth and reported net income growth to be in the high single-digit to low double-digit range.” said Matt Barton, President and Chief Executive Officer.

Gross profit margin for the second quarter of 2016 was 39.2% compared to 38.5% in the second quarter of 2015 primarily due to a favorable sales mix, lower freight costs and a lower provision for excess inventory. SG&A expenses increased 4% in the second quarter of 2016 to $41.2 million from $39.7 million in the second quarter of 2015 and were in line with expectations.

For the six months ended June 25, 2016, sales increased 8% over the prior year to $417.7 million from $387.2 million last year. Diluted earnings per share in 2016 rose 17% to $1.46 from $1.25 in the prior year. Operating cash flow increased to $36.5 million for the first six months of 2016 compared to $34.9 million in the first six months of 2015.

“Our focus continues to be on delivering innovative new products to drive organic growth. We introduced 871 unique SKUs during the second quarter. A total of 1,974 unique SKUs were introduced in the first six months of the year, a 15% improvement over the same period of 2015. Additionally, our HD Solutions business continues to impress. It was up 63% in the second quarter of 2016 compared to 2015 due to a customer product expansion at a large national account as well as widespread new product acceptance across the broader Heavy Duty marketplace. Year to date revenues from our Dorman HD Solutions line are approaching 2% of our consolidated net sales. I would like to thank all of our contributors for another successful quarter, and our customers and end-users for their continued support and acceptance of our new products,” said Mr. Barton.

Dorman also announced that it has acquired a 40% interest in Powertrain Industries, Inc. (“PTI”), a leading manufacturer of driveshafts and driveline related products, for approximately $6 million in July 2016. PTI is headquartered in Garden Grove, CA with four driveshaft manufacturing facilities located regionally throughout the U.S., and gives Dorman a unique opportunity to service the growing need for complete driveshafts, and quality aftermarket components. A minimal 2016 impact on net income is expected as a result of the investment. “Ron Hart, President of PTI, and his team are the aftermarket leaders in the driveline space. We are excited to be able to partner with them to continue to grow the aftermarket through the rapid introduction of new and innovative driveline repair solutions”, said Mr. Barton. “We’ve seen rapid technological change in driveline systems, and believe that this partnership provides an immediate opportunity to emerge as a leader in driveline repair parts”.

The Company repurchased 122,500 shares of its common stock for $6.5 million at an average price of $52.77 per share during the second quarter of 2016, and has $57.8 million remaining under its current $150 million share repurchase program.

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 26, 2015. 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
Second Quarter (unaudited)		6/25/16	Pct.		6/27/15	Pct.
Net sales	$	209,573	100.0	$	198,721	100.0
Cost of goods sold		127,409	60.8		122,151	61.5
Gross profit		82,164	39.2		76,570	38.5
Selling, general and administrative expenses		41,175	19.6		39,675	19.9
Income from operations		40,989	19.6		36,895	18.6
Interest expense, net		62	0.1		52	0.1
Income before income taxes		40,927	19.5		36,843	18.5
Provision for income taxes		14,945	7.1		13,700	6.9
Net income	$	25,982	12.4	$	23,143	11.6
Diluted earnings per share	$	0.75		$	0.65
Weighted average diluted shares outstanding		34,626			35,614

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	26 Weeks			26 Weeks
Second Quarter (unaudited)		6/25/16	Pct.		6/27/15	Pct.
Net sales	$	417,721	100.0	$	387,195	100.0
Cost of goods sold		254,963	61.0		237,732	61.4
Gross profit		162,758	39.0		149,463	38.6
Selling, general and administrative expenses		82,838	19.9		78,916	20.4
Income from operations		79,920	19.1		70,547	18.2
Interest expense, net		119	0.0		104	0.0
Income before income taxes		79,801	19.1		70,443	18.2
Provision for income taxes		29,148	7.0		25,961	6.7
Net income	$	50,653	12.1	$	44,482	11.5
Diluted earnings per share	$	1.46		$	1.25
Weighted average diluted shares outstanding		34,669			35,629

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	6/25/16		12/26/15
Assets:
Cash and cash equivalents	$	87,897	$	78,659
Accounts receivable		216,784		203,923
Inventories		178,972		193,725
Prepaid expenses		5,443		2,326
Total current assets		489,096		478,633
Property, plant & equipment, net		88,427		87,046
Goodwill and other intangible assets, net		29,839		29,889
Deferred income taxes, net		7,642		7,557
Other assets		21,970		18,740
Total assets	$	636,974	$	621,865
Liabilities & shareholders’ equity:
Accounts payable	$	52,883	$	63,967
Accrued expenses and other		25,818		34,603
Total current liabilities		78,701		98,570
Other long-term liabilities		5,724		5,259
Shareholders’ equity		552,549		518,036
Total liabilities and equity	$	636,974	$	621,865

Selected Cash Flow Information:
(in thousands)	13 Weeks (unaudited)				26 Weeks (unaudited)
		6/25/16		6/27/15		6/25/16		6/27/15
Depreciation, amortization and accretion	$	4,680	$	3,978	$	9,179	$	7,596
Capital expenditures	$	4,520	$	5,267	$	10,118	$	11,016