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 19, 2014

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 19, 2014, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the fourth quarter and year ended December 28, 2013. 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) 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 29, 2012. 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 19, 2014

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 19, 2014	By:	/s/ Matthew Kohnke
		Name:	Matthew Kohnke
		Title:	Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated February 19, 2014

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 28, 2013

Fourth Quarter Highlights:

• Sales increased 26% to $169.8 million.

• Income from continuing operations increased 35% to $20.6 million, or $0.56 per diluted share.

• Operating margin increased to 18.6% from 17.0% during the same period last year.

COLMAR, PENNSYLVANIA (February 19, 2014) – Dorman Products, Inc. (NASDAQ:DORM) today announced sales for the fourth quarter ended December 28, 2013 of $169.8 million, an increase of 26% from $135.0 million in the fourth quarter of 2012. The Company also announced income from continuing operations of $20.6 million, or $0.56 per diluted share, for the fourth quarter ended December 28, 2013, up 35% from the prior year’s income from continuing operations of $15.2 million, or $0.42 per diluted share.

“We are pleased to once again report strong double digit sales growth this quarter. Our growth continues to be driven by strong demand for our new products. Revenue from products introduced in the last 24 months accounted for nearly 23% of sales in the fourth quarter,” said Mr. Steven Berman, Chairman and Chief Executive Officer. “I would like to thank all of our contributors for their outstanding execution from idea to invoice, and our customers and end-users for their continued support of all our products.”

Gross profit margin was 38.9% for the fourth quarter ended December 28, 2013 compared to 38.4% for the same period last year. The increase in margin percent was primarily the result of a favorable change in sales mix toward higher margin new products. Selling, general and administrative expenses increased 19% in the fourth quarter of 2013 to $34.5 million from $28.9 million in the fourth quarter of 2012. Cost increases were primarily the result of higher variable costs associated with the 26% sales growth, additional product development spending and increased incentive compensation.

For the fiscal year ended December 28, 2013, sales increased 16% over the prior year to $664.5 million from $570.4 million last year. Net income from continuing operations in 2013 increased 23% to $81.9 million from $66.4 million in the prior year. Diluted earnings per share from continuing operations in 2013 rose 23% to $2.24 from $1.82 in the prior year. Operating cash flow in 2013 was $61.6 million compared to $48.9 million in 2012.

“This year marked our 5^th consecutive year of double digit sales and earnings growth, and our 13^th consecutive year of sales growth. Our continued commitment to our ‘New to the Aftermarket’ initiative resulted in the introduction of 20% more new parts in 2013, including 873 ‘Formerly Dealer Only’ parts which were not previously available in the aftermarket,” said Mr. Berman. “We continued to invest in our new product capabilities in 2013 as our research and development spending increased 28% during the year. These investments will help support our long-term goal of driving low double-digit sales and earnings growth.”

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. 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 29, 2012. 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
Fourth Quarter (unaudited)	12/28/13		Pct.		12/29/12		Pct.
Net sales	$	169,809		100.0	$	135,014		100.0
Cost of goods sold		103,724		61.1		83,173		61.6
Gross profit		66,085		38.9		51,841		38.4
Selling, general and administrative expenses		34,478		20.3		28,875		21.4
Income from operations		31,607		18.6		22,966		17.0
Interest expense, net		41		—		33		—
Income from continuing operations before income taxes		31,566		18.6		22,933		17.0
Provision for income taxes		10,947		6.5		7,684		5.7
Income from continuing operations		20,619		12.1		15,249		11.3
Income from discontinued operations		—		—		51		—
Net income	$	20,619		—	$	15,300		—
Diluted earnings per share:
Continuing operations	$	0.56		—	$	0.42		—
Discontinued operations		—		—		—		—
Net income	$	0.56		—	$	0.42		—
Weighted average diluted shares outstanding		36,552		—		36,609		—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	52 Weeks				52 Weeks
Year Ended (unaudited)	12/28/13		Pct.		12/29/12		Pct.
Net sales	$	664,466		100.0	$	570,420		100.0
Cost of goods sold		403,498		60.7		355,211		62.3
Gross profit		260,968		39.3		215,209		37.7
Selling, general and administrative expenses		133,029		20.0		110,978		19.4
Income from operations		127,939		19.3		104,231		18.3
Interest expense, net		189		0.1		123		—
Income from continuing operations before income taxes		127,750		19.2		104,108		18.3
Provision for income taxes		45,830		6.9		37,703		6.7
Income from continuing operations		81,920		12.3		66,405		11.6
Income from discontinued operations		—		—		4,557		—
Net income	$	81,920		—	$	70,962		—
Diluted earnings per share:
Continuing operations	$	2.24		—	$	1.82		—
Discontinued operations		—		—		0.12		—
Net income	$	2.24		—	$	1.94		—
Weighted average diluted shares outstanding		36,624		—		36,494		—

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	12/28/13		12/29/12
Assets:
Cash and cash equivalents	$	60,593	$	27,708
Accounts receivable		180,777		140,180
Inventories		164,421		145,270
Deferred income taxes		20,798		20,559
Prepaid expenses		5,851		2,332
Total current assets		432,440		336,049
Property & equipment		64,786		48,758
Goodwill and other intangible assets		30,089		26,553
Other assets		1,854		1,323
Total assets	$	529,169	$	412,683
Liabilities & Shareholders’ Equity:
Accounts payable	$	61,255	$	42,387
Accrued expenses and other		30,483		21,298
Total current liabilities		91,738		63,685
Other long-term liabilities		5,310		3,447
Deferred income taxes		18,480		12,679
Shareholders’ equity		413,641		332,872
Total Liabilities and Equity	$	529,169	$	412,683

Selected Cash Flow Information (unaudited):

(in thousands)	13 Weeks		13 Weeks		52 Weeks		52 Weeks
	12/28/13		12/29/12		12/28/13		12/29/12
Depreciation and amortization	$	2,742	$	2,252	$	10,159	$	8,225
Capital expenditures	$	11,717	$	3,641	$	24,666	$	18,078