UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 26, 201529, 2018

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number 0-18914

 

 

DORMAN PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

 

Pennsylvania

23-2078856

(State or other jurisdiction of

incorporation or organization)

(I.R.S Employer

Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania 18915

(Address of principal executive offices) (Zip Code)

(215) 997-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

Name of each exchange on which registered:

Common Stock, $0.01 Par Value

The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ¨   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large"large accelerated filer”filer", “accelerated filer” and"accelerated filer", “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨  (Do not check if a smaller reporting company)

Smaller reporting company

¨

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨       No x

As of February 19, 201618, 2019 the registrant had 34,779,32032,994,991 shares of common stock, $0.01 par value, outstanding. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 27, 201530, 2018 was $1,349,904,425.$1,588,586,757.


DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’sregistrant's definitive proxy statement, in connection with its Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 26, 2015,29, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K.10-K

 

 



DORMAN PRODUCTS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

DECEMBER 26, 201529, 2018

 

Page

Page

Part I

Item 1.

Business

3

Item 1A.

Risk Factors

7

8

Item 1B.

Unresolved Staff Comments

11

13

Item 2.

Properties

11

14

Item 3.

Legal Proceedings

12

14

Item 4.

Mine Safety Disclosures

12

14

Item 4.1

Executive Officers of the Registrant

12

14

Part II

Item 5.

Market for Registrant’sRegistrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

13

16

Item 6.

Selected Financial Data

15

17

Item 7.

Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations

16

18

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

22

27

Item 8.

Financial Statements and Supplementary Data

22

27

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

38

53

Item 9A.

Controls and Procedures

38

53

Item 9B.

Other Information

39

56

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

40

57

Item 11.

Executive Compensation

40

57

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

40

57

Item 13.

Certain Relationships and Related Transactions, and Director Independence

40

58

Item 14.

Principal Accounting Fees and Services

40

58

Part IV

Item 15.

Exhibits, Financial Statement Schedules

41

59

The Company’s fiscal year ends on the last Saturday of the calendar year.

 

References to

Refers to the year ended

Fiscal 2011

December 31, 2011

Fiscal 2012

December 29, 2012

Fiscal 2013

December 28, 2013

Fiscal 2014

December 27, 2014

Fiscal 2015

December 26, 2015

Fiscal 2016

December 31, 2016

Fiscal 2017

December 30, 2017

Fiscal 2018

December 29, 2018


PART I

Item 1. Business.

General

Dorman Products, Inc. was incorporated in Pennsylvania in October 1978. As used herein, unless the context otherwise requires, “Dorman”, the “Company”, “we”, “us”, or “our” refers to Dorman Products, Inc. and its subsidiaries.

We believe we are a leading supplier of replacement parts and fasteners for passenger cars, light trucks, and heavy duty trucks in the automotive aftermarket. We distributeAs of December 29, 2018, we marketed approximately 77,000 unique parts as compared to approximately 70,000 as of December 30, 2017, many of which we designed and market approximately 150,000 differentengineered. Unique parts exclude private label stock keeping units (“SKU’s”) and other variations in how we market, package and distribute our products, but include unique parts of automotive replacement parts and fasteners, many of which we design and engineer.acquired companies. We believe we are the dominanta leading aftermarket supplier of original equipment “dealer exclusive” items. Original equipment “dealer exclusive” items are those which were traditionally available to consumers only from original equipment manufacturers or used parts from salvage yards and include, among other parts, intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers and complex electronics modules. Fasteners include such items as oil drain plugs, wheel bolts, and wheel lug nuts.  Approximately 84% of our products are sold under brands that we own and the remainder of our products are sold for resale under customers’customers' private labels, other brands or in bulk. Our products are sold primarily in the United States through automotive aftermarket retailers (such as Advance Auto Parts, Inc. (“Advance”), AutoZone, Inc. (“AutoZone”), and O’Reilly Auto Parts)O'Reilly Automotive, Inc. (“O’Reilly”)), national, regional and local warehouse distributors (such as Genuine Parts Co. - NAPA)– NAPA (“NAPA”)) and specialty markets, and salvage yards. We also distribute automotive replacement parts internationally, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, Mexico, the Middle East, Asia and Canada.Australia.  

The Automotive Aftermarket

The automotive replacement parts market is made up ofhas two components: parts for passenger cars and light trucks, which accounted for projected industry sales of approximately $266$296.0 billion in 201520181, and parts for medium and heavy duty trucks, which accounted for projected industry sales of approximately $85$96.4 billion in 201520181. We market products primarily for passenger cars and light trucks, including those with diesel engines and, more recently,since 2012, for medium and heavy duty trucks. Two distinct groups of end-users buy replacement vehicle (automotive and truck) parts: (i) individual consumers, who purchase parts to perform “do-it-yourself”"do-it-yourself" repairs on their own vehicles; and (ii) professional installers, which include vehicle repair shops and the dealership service departments.  The individual consumer market is typically supplied through retailers and through the retail arms of warehouse distributors. Vehicle repair shops generally purchase parts through local independent parts wholesalers and through national parts distributors. Automobile dealership service departments generally obtain parts through the distribution systems of vehicle manufacturers and specialized national and regional parts distributors.

Spending in the light vehicle aftermarket can be generally grouped into three categories: discretionary, maintenance, and repair.  Discretionary, such as accessories and performance, tends to move in-line with consumer discretionary spending.  Maintenance is composed of products and services, such as oil and oil changes, and tends to be less correlated with discretionary spending.  The repair category consists mainly of replacement parts which fail over time and tends to be less cyclical as it is largely comprised of parts necessary for a vehicle to function properly or safely.  The majority of our products fall into the repair category. The increasing complexity of automobiles and the number of different makes and models of automobiles have resulted in a significant increase in the number of products required to service the domestic and foreign automotive fleet. Accordingly, the number of parts required to be carried by retailers and wholesale distributors has increased substantially. The requirement to include more products in inventory and the significant consolidation among distributors of automotive replacement parts have in turn resulted in larger distributors.

1

Source: 2019 Auto Care Association Factbook


Retailers and others who purchase aftermarket automotive repair and replacement parts for resale are constrained to a finite amount of space in which to display and stock products. Thus, the reputation for quality, customer service, and line profitability which a supplier enjoys are significant factors in a purchaser’spurchaser's decision as to which product lines to carry in the limited space available. Further, because of the efficiencies achieved through the ability to order all or part of a complete line of products from one supplier (with possible volume discounts), as opposed to satisfying the same requirements through a variety of different sources, retailers and other purchasers of automotive parts seek to purchase products from fewer but stronger suppliers.

1Source: 2016 Auto Care Association Factbook

Brands and Products

Our

The DORMAN® NEW SINCE 1918™ marketing campaign positions our brands underProducts brand name is known as a single corporate umbrella -leader in the automotive and heavy duty markets.  DORMAN®. Our products are now sold under one is the parent brand covering a number of sub-brands within the seven DORMAN® sub-brands as follows:portfolio.  

 

DORMAN® OE Solutions ™ - A wide variety of formerly “dealer only” replacement parts covering many product categories. Some examples include window regulators, fluid reservoirs, variable valve timing components, complex electronics, integrated door lock actuators, exhaust and intake manifolds, and radiator fan assemblies.
DORMAN® HELP!®- A wide variety of formerly “dealer only” commonly replaced automotive replacement parts that are primarily retail merchandised such as door handles, keyless remotes and cases, emission control, oil dipsticks, and door hinge repair.
DORMAN® AutoGrade™- A line of application specific and general automotive hardware that

A unique differentiator for the DORMAN® brand is a necessary element to a complete repair. Product categories include body hardware, general automotive fasteners, oil drain plugs, and wheel hardware.

DORMAN® Conduct-Tite!®- A selection of electrical connectors, wire, tools, testers, and accessories, including light bulbs, electrical diagnostic and repair kits and ignition components.
DORMAN® FirstStop™- A complete offering of technician quality brake and clutch hydraulics, and brake hardware products including brake hoses, wheel cylinders, new master cylinders, brake cables, and brake hardware kits.
DORMAN® HD Solutions™- A line of formerly “dealer only” heavy duty aftermarket parts for class 4-8 vehicles. These products are focused on lighting, cooling, engine management, and cab products.
DORMAN® TECHoice™- A value line of automotive replacement parts, including belt tensioners, and idler pulleys.

In 2015, we launched our “OE Fix” campaign to highlightOE Fix sub-brand.  OE Fix products can be found throughout our portfolio of sub-brands and feature extensive engineering improvements to products that eliminate known OE failures or allows for the replacement of the part, not the assembly, saving time and money.

DORMAN® OE Solutions ™ - A wide variety of formerly “dealer only” replacement parts covering many product categories including fluid reservoirs, variable value timing components, complex electronics, and integrated door lock actuators.

DORMAN® HELP! ® - Broad assortment of formerly “dealer only” automotive replacement parts that are primarily sold in retail store fronts such as well as solutions to replace only the failed original component rather than the entire assembly. OE Fixdoor handles, keyless remotes and cases and door hinge repair.

DORMAN® HD Solutions™ - A line of formerly “dealer only” heavy duty aftermarket parts for class 4-8 vehicles. These products are designed to solve the original problem, save timefocused on lighting, cooling, engine management, and money for our end users, and create “customers for life.”cab products.

 

DORMAN® Premium Chassis - A complete premium chassis line. DORMAN® Premium® offers leading low-friction technology found in today’s late model automobiles. DORMAN® Premium RD®, offers solutions for rugged duty and fleet applications. MAS® offers replacement chassis part solutions for everyday driving.

We also generate revenues from

Other trade brands in the saleportfolio include:  DORMAN FirstStop™, a complete offering of parts that we package for ourselves, or others, for sale in bulk or under the private labels of parts manufacturersbrake hardware products, DORMAN® ConductTite®, electrical components and national warehouse distributors (such as Genuine Parts Co. - NAPA).DORMAN® AutoGrade™, application specific repair hardware.


We group our products into four major classes: power-train, automotive body, chassis, and hardware.  The following table represents each of the four classes as a percentage of net sales for each of the last three fiscal years:

 

  Percentage of Net Sales 

 

Percentage of Net Sales

 

  Year Ended 

 

Year Ended

 

  December 26, 2015 December 27, 2014 December 28, 2013 

 

December 29,

2018

 

 

December 30,

2017

 

 

December 31,

2016

 

Power-train

   38 37 36

 

 

40

%

 

 

41

%

 

 

41

%

Chassis

 

 

29

%

 

 

27

%

 

 

25

%

Automotive Body

   30 29 30

 

 

26

%

 

 

27

%

 

 

29

%

Chassis

   25 26 25

Hardware

   7 8 9

 

 

5

%

 

 

5

%

 

 

5

%

  

 

  

 

  

 

 

Total

   100 100 100

 

 

100

%

 

 

100

%

 

 

100

%

Our power-train product line includes intake and exhaust manifolds, cooling products, harmonic balancers, fluid lines, fluid reservoirs, connectors, 4 wheel drive components and axles, drain plugs, and other engine, transmission and axle components. Our line of automotive body products include door handles and hinges, window lift motors, window regulators, switches and handles, wiper components, lighting, electrical, and other interior and exterior automotive body components. Chassis products include control arms, brake

hardware and hydraulics, wheel and axle hardware, suspension arms, knuckles, links, bushings, and other suspension, steering, and brake components.  Hardware products include threaded bolts, auto body and home fasteners, automotive and home electrical wiring components, and other hardware assortments and merchandise.

We warrant our products against certain defects in material and workmanship when used as designed on the vehicle on which it was originally installed. We offer a limited lifetime warranty on most of our products. Our warranty limits the customer’s remedy to the repair or replacement of the part that is defective.

Product Development

Product development isand continuous innovation are central to our business. The development of a broad range of products, many of which are not conveniently or economically available elsewhere, has in part, enabled us to grow to our present size and is an important driver to our future growth. In developing our products, ourOur product strategy has been to design and package parts so as to make themengineer products, many of which are better and easier to install and/or use than the original parts they replace and to sellcommercialize automotive parts for the broadest possible range of uses. New product ideas are reviewed by our product management staff, as well as by members of the production,supply chain, sales, finance, marketing, legal, and administrative staffs. The following table represents the number of unique parts we introduced for each of the last three fiscal years:

 

  2015   2014   2013 

 

2018

 

 

2017

 

 

2016

 

New to the aftermarket

   1,495     1,266     873  

 

 

1,716

 

 

 

1,192

 

 

 

1,255

 

Line extensions (many of which are exclusive items)

   3,357     2,476     2,587  

 

 

3,827

 

 

 

2,887

 

 

 

2,965

 

  

 

   

 

   

 

 

Total unique parts introduced

   4,852     3,742     3,460  

 

 

5,543

 

 

 

4,079

 

 

 

4,220

 

Through careful evaluation of high failure-prone parts, exacting design and precise tooling,engineering, we are frequently able to offer products which fit a broader range of makes and models, as well as a wider range of application years than the original equipment parts they replace. One such innovation is our HVAC climate control module specifically designed to provide optimal performance at a more economical price than a dealer replacement spare tire hoist, which through several mechanicalpart. Our product development included consolidating multiple year, make and model vehicle solutions, to reduce customer inventory complexity, with a direct replacement/fit of matching design changes allow us to offer a part that replaces threethe original equipment parts,part.  The development process ensures ease of installation to save technician time.  Extensive on-vehicle testing was conducted to confirm proper function across all vehicle applications.

Our new truck bed floor support system provides a time-saving and now fits common domestic models overcost-efficient repair solution for rusted original bed supports across a thirteen year range. By selecting an appropriate micro controllernumber of truck platforms ranging from 1999-2018 models. There were limited viable solutions for repairing rusted truck bed floor and making other customizations, our Xenon headlight control module fitssupport components to deliver the required functionality for these vehicles.  Dorman’s direct replacement truck bed floor supports provide a range of domestic models from GM and Chrysler, as well as models from BMW, Mercedes Benz, Volkswagen and Volvo. This flexibility assists retailers and other purchasers in maximizingsuperior economic solution by replacing


only the productivityfailed original supports, instead of the limited space availableentire truck bed assembly. Dorman’s truck bed floor support includes all necessary components needed for each classa complete installation.

Additionally, Dorman introduced a line of part sold. Further, where possible,nitrogen oxide sensors which represent another new-to the-aftermarket solution which we improve our parts so that they are better thanhave pioneered, leveraging a strong team of mechanical and software engineers to redesign this emission sensor to meet stringent, regulated EPA standards. We designed, developed and engineered an aftermarket solution to meet the parts they replace. Finally, we make every attempt to look at the repair through the eyesneeds of the end user, and redesign manytechnician servicing diesel fueled vehicles. The NOx (Nitrogen Oxide) Sensor is a high-temperature sensor designed to detect NOx levels in diesel-fueled vehicles that must comply with state emissions regulations. As state emissions requirements become more demanding for diesel vehicles, it is imperative to have a quality sensor to notify the driver when high amounts of our items to make installation easier. In addition, we often package different itemsNOx levels are in complete kits to further aid installation.the engine.

Ideas for expansion of our product lines arise through a variety of sources. We maintain an in-house product management staff that routinely generates ideas for new parts and the expansion of existing lines. Further, we maintain an “800”"800" telephone number and an Internet site for “New Product Ideas”"new product ideas" and receive, either through our sales force, product development team, orand our website, many ideas from our customers and end-users as to which types of presently unavailable parts the ultimate consumers are seeking.

Sales and Marketing

We market our products to three groups of purchasers who in turn supply individual consumers and professional installers. Our products are also available in our customer’s retail stores, on our customer’s websites, and through warehouse distributors. Based on net sales to our customers as of December 26, 2015:29, 2018:

(i) approximately 48%49% of our revenues were generated from sales to automotive aftermarket retailers (such as, Advance, Auto Parts, AutoZone and O’Reilly Auto Parts)O'Reilly), local independent parts wholesalers and national general merchandise chain retailers. We sell many of our products to virtually all major chains of automotive aftermarket retailers;

(ii) approximately 46% of our revenues were generated from sales to automotive parts distributors (such as Genuine Parts Co. - NAPA), which may be local, regional or national in scope, and which may also engage in retail sales; and

(iii) the balance of our revenues (approximately 6%5%) are generated from international sales and sales to special markets, which include, among others, mass merchants (such as Wal-Mart), salvage yards and the parts distribution systems of parts manufacturers.

We use a number of different methods to sell our products. Our more than 60 person direct sales force and sales support staff of over 80 people solicits purchases of our products directly from customers, as well as manages the activities of approximately 27 independent manufacturers’ representative agencies worldwide. We use independent manufacturers’ representative agencies to help service existing automotive retail, automotive and heavy duty parts distribution customers, providing frequent on-site contact. We increase

sales by securing new customers, by adding new product lines and expanding product selection within existing customers. For certain of our major customers, and our private label purchasers, we rely primarily upon the direct efforts of our sales force who, together with our marketing department and our executive officers, coordinate the more complex pricing and ordering requirements of these accounts.

Our sales efforts are not directed merely at selling individual products, but rather more broadly towards selling groups of related products that can be displayed on attractive Dorman-designed display systems, thereby maximizing each customer’s abilityour entire product portfolio in an effort to presentmake our product line withincustomers a destination for new to the confines of the available area.aftermarket products.

We prepare a number of on-line catalogs, application guides, anddigital marketing tools, training materials and videos designed to describe our products and other applications as well as to train our customers’customers' sales teams in the promotion and sale of our products. Catalogs of all our parts are available on our website.

We currently service more than 2,3002,500 active accounts.  During fiscal 2015,2018, fiscal 20142017 and fiscal 2013,2016, four customers (Advance, Auto Parts, AutoZone, Genuine Parts Co. - NAPA, and O’Reilly Auto Parts)O'Reilly) each accounted for more than 10% of net sales and in the aggregate accounted for 60% of net sales in each of fiscal 2015 and fiscal 2014 and 57%approximately 63% of net sales in fiscal 2013.2018, 61% in fiscal 2017, and 60% in fiscal 2016.  

Manufacturing and Procurement

Substantially all of our products are manufactured by third parties. Because numerous manufacturers are availableWe engage professional manufacturing firms around the world to develop and manufacture products according to our products,performance and design


specifications, using tooling that we are not dependent upon the services of any one manufacturer or any small group of them. No one manufacturer supplies more than 10% of our products.own. In fiscal 2015,2018, as a percentage of our total dollar volume of purchases, approximately 29%23% of our products were purchased from various suppliers throughout the United States and the balance of our products were purchased directly from vendorssuppliers in a variety of foreign countries.

Once Our global supplier network provides access to a newbroad array of manufacturing capabilities and technologies while limiting our dependency on any single source of supply.  While our supplier selection and sourcing programs will continue to leverage our strategic manufacturing firms, for a substantial portion of our product has been identified,portfolio, we also have qualified alternative sources available to provide additional support and capacity if needed. We make a concerted effort to build and nurture strong, healthy relationships with our engineering department produces detailed proprietary engineering drawings, specifications, and prototypes which are used to solicit bidssuppliers. We purchase automotive products in substantial volumes from over 260 suppliers. For fiscal 2018, no single manufacturer accounted for manufacture from a varietymore than 10% of vendors in the United States and abroad. After a vendor is selected, the vendor produces tooling which we then own. A pilot run of thetotal product is produced and subjected to rigorous testing by our engineering department and, on occasion, by outside testing laboratories and facilities in order to evaluate the precision of manufacture and the resiliency and structural integrity of the materials used. If acceptable, the product then moves into full production.purchases. 

Packaging, Inventory and Shipping

Finished products are received at one or more of our facilities, depending on the type of part. It is our practice to inspect samples of shipments based upon vendorsupplier performance. If cleared, these shipments of finished parts are logged into our computerized production tracking systems and staged for packaging, if necessary.

We employ a variety of custom-designed packaging machines which include blister sealing, skin film sealing, clamshell sealing, bagging and boxing lines. Packaged product contains our label (or a private label), a part number, a universal packaging bar code suitable for electronic scanning, a description of the part and, if appropriate, installation instructions. Products are also sold in bulk to automotive parts manufacturers and packagers. Computerized tracking systems, mechanical counting devices and experienced workers combine to assure that the proper variety and numbers of parts meet the correct packaging materials at the appropriate places and times to produce the required quantities of finished products.

CompletedPackaged inventory is stocked in the warehouse portions of our facilities and is organized to facilitate the most efficient methods of retrieving product to fill customer orders. We strive to maintain a level of inventory to adequately meet current customer order demand with additional inventory to satisfy new customer orders and special programs.

We ship our products from alleach of our locations by contract carrier, common carrier or parcel service. Products are generally shipped to the customer’scustomer's main warehouses for redistribution within their network. In certain circumstances, at the request of the customer, we ship directly to the customer’scustomer's warehouses, stores or other locations either via smaller direct ship orders or consolidated store orders that are cross docked.

Competition

The replacement automotive parts industry is highly competitive. Various competitive factors affecting the automotive aftermarket are price, product quality, breadth of product line, range of applications and customer service. Substantially all of our products are subject to competition with similar products manufactured by other manufacturers of aftermarket automotive repair and replacement parts. Some of these competitors are divisions and subsidiaries of companies much larger than us, and possess a longer history of operations and greater financial and other resources than we do. We also face competition from automobile manufacturers

who sell through their dealerships many of the same replacement parts that we sell, although these manufacturers generally sell parts only for cars they produce.  Our customers may also be successful in sourcing some of our products directly from suppliers.  Further, some of our private label customers also compete with us.

Seasonality

Our business is somewhat seasonal in nature, with the highest sales usually occurring in the spring and summer months. In addition, our business can be affected by weather conditions. Extremely hot or cold weather tends to enhance sales by causing automotive parts to fail at an accelerated rate.

Proprietary Rights


While we take steps to register our trademarks and copyrights when possible, we believe that our business is not heavily dependent on such trademark and copyright registration.registrations. Similarly, while we actively seek patent protection for the products and improvements which we develop, we do not believe that patent protection is critical to the success of our business. Rather, the quality, price, customer service and availability of our productproducts is critical to our success.

Employees

As noted below, at December 26, 2015,29, 2018, we had 1,8462,370 employees worldwide, essentially all of which were employed full-time. “Operations” consists of employees engaged in production, inventory and quality control. “Product Development” includes employees involved in engineering, product development and purchasing. “Quality and Engineering” consists of employees involved in internal and external quality management, manufacturing engineering, design, and testing. “Sales” includes employees employed in sales and customer service. “Administration” includes executive officers, finance, legal and human resources. The number of employees will be affected by planned and unplanned open positions at any point in time.

 

  2015 

 

2018

 

  U.S.   Foreign   Total 

 

U.S.

 

 

Foreign

 

 

Total

 

Operations

   1,221     —       1,221  

 

 

1,506

 

 

 

104

 

 

 

1,610

 

Product Development

   289     56     345  

 

 

234

 

 

 

28

 

 

 

262

 

Quality and Engineering

 

 

134

 

 

 

16

 

 

 

150

 

Sales

   106     8     114  

 

 

104

 

 

 

15

 

 

 

119

 

Administration

   164     2     166  

 

 

218

 

 

 

11

 

 

 

229

 

  

 

   

 

   

 

 

Total Employees

   1,780     66     1,846  

 

 

2,196

 

 

 

174

 

 

 

2,370

 

None of our global employees are covered by a collective bargaining agreement. We consider our relations with our employees to be generally good.

Available Information

Our Internet address is www.dormanproducts.com. The information on this website is not and should not be considered part of this Form 10-K and is not incorporated by reference in this Form 10-K. This website is, and is only intended to be, for reference purposes only. We make available free of charge on or through our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). In addition, we will provide, at no cost, paper or electronic copies of our reports and other filings made with the SEC. Requests should be directed to: Dorman Products, Inc. - Office of General Counsel, 3400 East Walnut Street, Colmar, Pennsylvania 18915.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the following factors, which could materially affect our business, financial condition or future results. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial conditions or results of operations. The risks are listed below in no particular order.

We May Lose Business to Competitors.

Competition within the automotive aftermarket parts business is intense.  We compete in North America with both original equipment parts manufacturers and with companies that, like us, supply parts only to the automotive aftermarket. We also face competition from automobile manufacturers who sell through their dealerships many of the same replacement parts that we sell.  Our customers may also be successful in sourcing some of our products directly from suppliers.  We expect such competition to continue.  If we are unable to compete successfully in our industry, we could lose customers.


Unfavorable Economic Conditions May Adversely Affect Our Business.

Adverse changes in economic conditions, including inflation, recession, tariffs, or instability in the financial markets or credit markets may either lower demand for our products or increase our operational costs, or both.  Such conditions may also materially impact our customers, suppliers and other parties with whom we do business.  Our revenue will be adversely affected if demand for our products declines. The impact of unfavorable economic conditions may also impair the ability of our customers to pay for products they have purchased. As a result, reserves for doubtful accounts and write-offs of accounts receivables may increase and failure to collect a significant portion of amounts due on those receivables could have a material adverse effect on our results of operations and financial condition.

The Loss or Decrease in Sales Among One of Our Top Customers Could Have a Substantial Negative Impact on Our Sales and Operating Results.

A significant percentage of our sales has been, and is expected to be, concentrated among a relatively small number of customers. During fiscal 2015,2018, fiscal 20142017 and fiscal 2013,2016, four customers (Advance, Auto Parts, AutoZone, Genuine Parts Co. - NAPA and O’Reilly Auto Parts)O'Reilly) each accounted for more than 10% of net sales and in the aggregate accounted for 60% of net sales in each of fiscal 2015 and fiscal 2014 and 57%approximately 63% of net sales in fiscal 2013.2018, 61% in fiscal 2017, and 60% in fiscal 2016. We anticipate that this concentration of sales among these customers will continue in the future. The loss of a significant customer or a substantial decrease in sales to such a customer could have a material adverse effect on our sales and operating results.

Customer Consolidation in the Automotive Aftermarket May Lead to Customer Contract Terms Less Favorable to Us Which May Negatively Impact Our Financial Results.

The automotive aftermarket has been consolidating over the past several years. By way of example, in January 2014, Advance Auto Parts acquired General Parts International, Inc. (Carquest), one of the largest automotive parts distributors. As a result of such consolidations, many of our customers have grown larger and therefore have more leverage in the arms-length negotiations of agreements with us for the sale of our products. Customers may require us to provide extended payment terms and returns of slow moving product in order to obtain new, or retain existing, business. While we attempt to avoid or minimize such concessions, in some cases payment terms to customers have been extended and returns of product have exceeded historical levels. The product returns primarily affect our profit levels while payment terms extensions generally reduce operating cash flow and require additional capital to finance our business. We expect both of these trends to continue for the foreseeable future.

The Cancellation or Rescheduling of Orders May Cause Our Operating Results to Fluctuate.

The cancellation or rescheduling of orders may cause our operating results to fluctuate. Although we make every reasonable effort to maintain ongoing relationships with our customers, there is an ongoing risk that orders may be cancelled or rescheduled due to fluctuations in our customers’ business needs or overall market demand for our products. Additionally, although we serve more than 2,300 individual accounts, the cancellation or rescheduling of orders by larger customers may have a material adverse effect on our operating results from time to time.

Our Business May be Negatively Impacted By Foreign Currency Fluctuations and Our Dependence on Foreign Suppliers.

In fiscal 2015,2018, approximately 71%77% of our products were purchased from vendorssuppliers in a variety of foreign countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. Dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. Dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. To the extent that the U.S. Dollar decreases in value relative to foreign currencies in the future, the price of the product in U.S. Dollars for new purchase orders may increase.

The largest portion of our overseas purchases isare from China. However, the products generally are purchased through purchase orders with the purchase price specified in U.S. dollars. The Chinese Yuan decreased in value to the U.S. Dollar by approximately 5.4% and 0.3% in fiscal 2015 and fiscal 2014, respectively.exchange rate has fluctuated over the past several years. Any future change in the value of the Chinese Yuan relative to the U.S. Dollar may impact the cost of products that we purchase from China.

As a result of the magnitude of our foreign sourcing, our business may be subject to various risks, including the following:

uncertainty caused by the elimination of import quotas and the possible imposition of additional quotas or antidumping or countervailing duties, tariffs, or other retaliatory or punitive trade measures;

imposition of duties, tariffs, taxes and other charges on imports;

significant devaluation of the dollar against foreign currencies;

restrictions on the transfer of funds to or from foreign countries;


political instability, military conflict or terrorism involving the United States or any of the countries where our products are manufactured or sold, which could cause a delay in transportation or an increase in costs of transportation, raw materials or finished product or otherwise disrupt our business operations; and

political instability, military conflict or terrorism involving the United States or any of the countries where our products are manufactured or sold, which could cause a delay in transportation or an increase in costs of transportation, raw materials or finished product or otherwise disrupt our business operations; and

disease, epidemics and health-related concerns could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny and embargoing of goods produced in infected areas.

If these risks limit or prevent us from acquiring products from foreign suppliers or significantly increase the cost of our products, our operations could be seriously disrupted until alternative suppliers are found, which could negatively impact our business.

Additionally, in 2017 we acquired a business based in Montreal, Canada, whose operations are conducted in both U.S. Dollar and Canadian Dollar currencies.  Since our consolidated financial statements are denominated in U.S. dollars, amounts of assets, liabilities, net sales, and other revenues and expenses denominated in local currencies must be translated into U.S. dollars using exchange rates for the current period.  As a result, foreign currency exchange rates and fluctuations in those rates could adversely impact our financial performance.

We Extend Credit to Our Customers Who May Be Unable to Pay In the Future.

We regularly extend credit to our customers.   A significant percentage of our accounts receivable have been, and willexpected to continue to be concentrated among a relatively small number of automotive retailers and automotive parts distributors in the United States. Our five largest customers accounted for 79% of total accounts receivable as of December 26, 201529, 2018 and 81%85% of total accounts receivable as of December 27, 2014.30, 2017. Management continually monitors the credit terms, and credit limits, and the availability of credit insurance for these and other customers. If any of these customers were unable to pay, our business and financial condition wouldcould be adversely affected.

The Loss of a Key VendorSupplier Could Lead to Increased Costs and Lower Profit Margins.

The majority of the products we sell are purchased from a number of foreign vendors.suppliers. If any of our existing vendorskey suppliers fail to meet our needs, we believe that sufficient capacity exists in the open market to supply any shortfall thatit may result. Nevertheless, it is not alwaysbe possible to replace a vendorsuch supplier without a disruption in our operations andoperations. Furthermore, replacement of a key vendorsupplier is often at higher prices.

Limited Shelf Space May Adversely Affect Our Ability to Expand Our Product Offerings.

Since the amount of space available to a retailer and other purchasers of our products is limited, our products compete with other automotive aftermarket products, some of which are entirely dissimilar and otherwise non-competitive (such as car waxes and engine oil), for shelf and floor space. No assurance can be given that additional space will be available in our customers’customers' stores to support any expansion of the number of products that we offer.

If We Do Not Continue to Develop New Products and Bring Them to Market, Our Business, Financial Condition and Results of Operations Could Be Materially Impacted.

The development and production of new products is often accompanied by design and production delays and related costs typically associated with the development and production of new products. While we expect and plan for such delays and related costs, we cannot predict with precision the time and expense required to overcome these initial problems so that the products comply with specifications.  There is a risk that we may not be able to introduce or bring to full-scale production new products as quickly as we expected in our product introduction plans, which could have a material adverse effect on our business, financial condition, and results of operations.

We May Be Adversely Affected By Changes in Automotive Technology and Improvements in the Quality of New Vehicle Parts.

Our business and financial condition may be adversely impacted by changes in automotive technologies, such as vehicles powered by fuel cells or electricity. These factors could result in less demand for our products thereby causing a decline in our business, financial condition, and results of operations.


In addition, improvements in quality by original equipment manufacturers could adversely affect our business. Generally, if original equipment parts last longer, there could be less demand for our products.

Claims of Intellectual Property Infringement by Original Equipment Manufacturers Could Adversely Affect Our Business and Negatively Impact Our Ability to Develop New Products.

From time to time in the past we have been subject to claims that we are infringing the intellectual property of others.  We currently are the subject of such claims and it is possible that others will assert infringement claims against us in the future.  An adverse finding against us in these or similar intellectual property disputes may have a material adverse effect on our business, financial condition and results of operations if we are not able to successfully develop or license non-infringing alternatives.  In addition, an unfavorable ruling in intellectual property litigation could subject us to significant liability, increased legal expense, and require us to cease developing or selling the affected products or using the affected works of authorship or trademarks.  Any significant restriction that impedes our ability to develop and commercialize our products could have a material adverse effect on our business, financial condition and results of operations.

Quality Problems with Our Products Could Damage Our Reputation and Adversely Affect Our Business.

We have experienced, and in the future may experience, reliability, quality, or compatibility problems in products after their production and sale to customers.  Product quality problems could result in damage to our reputation, loss of customers, a decrease in revenue, litigation, unexpected expenses, and a loss of market share. We have invested and will continue to invest in our engineering, design, and quality infrastructure in an effort to reduce these problems; however, there can be no assurance that we can successfully remedy all of these issues.  To the extent we experience significant quality problems in the future, our business and results of operations may be negatively impacted.

Loss of Third-Party Transportation Providers Upon Whom We Depend or Increases in Fuel Prices Could Increase Our Costs or Cause a Disruption in Our Operations.

We depend upon third-party transportation providers for delivery of our products to us and to our customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truckvehicles or drivers, disruptions in rail service, port congestion, or increases in fuel prices, could increase our costs and disrupt our operations and our ability to service our customers on a timely basis.

We May Not Properly Execute, or Realize Anticipated Cost Savings or Benefits from Our Ongoing Information Technology Initiatives.

Our success is partly dependent on properly executing and realizing cost savings or other benefits from our ongoing information technology initiatives. These initiatives are primarily designed to make us more efficient in the development, acquisition and distributions of our products, which is necessary in our highly competitive industry. These initiatives are often complex, and a failure to implement them properly may, in addition to not meeting projected cost savings or benefits, result in an interruption to our business functions.

Unfavorable Results of Legal Proceedings Could Materially Adversely Affect Us.

We are subject to various legal proceedings and claims that have arisen out of the ordinary course of our business which are not yet resolved and additional claims may arise in the future. Although we currently believe that resolving all of these matters, individually or in the aggregate, will not have a material adverse impact on our financial position, legal claims and proceedings are subject to inherent uncertainty and our view on these matters may change in the future.  Regardless of merit, litigation may be both time-consuming and disruptive to our operations and cause significant expense and diversion of management attention.  Should we fail to prevail in certain matters, we may be faced with significant monetary damages or injunctive relief that would materially adversely affect our business and financial condition and operating results.

We Have No History of Paying Regular Dividends And Do Not Intend to Pay Regular Dividends.

On December 5, 2012, we announced a special cash dividend of $1.50 per share payable on December 28, 2012 to shareholders of record at the close of business on December 17, 2012. This special cash dividend notwithstanding, we do not intend to pay regular cash dividends. Rather, for the foreseeable future, we intend to retain our earnings, if any, for the operation and continued expansion of our business.

Dorman’s Executive Chairman and His Family Members Own a Significant Portion of the Company.

As of February 19, 2016,18, 2019, Steven L. Berman, our Executive Chairman, and his family members beneficially own approximately 24%18% of the Company’s outstanding common stock.  As such, Mr. Berman and his family members can influence matters requiring approval of shareholders, including the election of the Board of Directors and the approval of significant transactions.  Such concentration of ownership may have the effect of delaying, preventing or deterring a change in control of the Company, could deprive shareholders of an opportunity to receive a premium for their common stock as part of a sale of the Company and might ultimately affect the market price of our common stock.


Our Success Depends on the Efforts of Our Management Team.

We are highly dependent on the continuing efforts of our senior management team and other key personnel. Our business, financial condition and results of operations could be materially adversely affected if we lose any of these persons and are unable to attract and retain qualified replacements.

Our Operations, Revenues and Operating Results, and the Operations of Our Third Party Manufacturers, Suppliers and Customers, may be Subject to Quarter to Quarter Fluctuations and Disruptions from Events Beyond Our or Their Control.

Our operations, revenues and operating results, as well as the operations of our third party manufacturers, suppliers and customers, may be subject to quarter to quarter fluctuations and disruptions from a variety of causes outside of our or their control, including work stoppages, market volatility, fuel prices, acts of war, terrorism, cyber incidents, pandemics, fire, earthquake, flooding, changes in weather patterns, weather or seasonal fluctuations or other climate-based changes, including hurricanes or tornadoes, or other natural disasters. If a major disruption were to occur at our operations or the operations of our third party manufacturers, suppliers or customers, it could result in harm to people or the natural environment, delays in shipments of products to customers or suspension of operations, any of which could have a material adverse effect on our business, revenues and operating results.

We rely extensively on our computer systems to manage inventory, process transactions and timely provide products to our customers. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches, cyber-attacks or other catastrophic events. If our systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage inventories or process customer transactions. Such a disruption of our systems could negatively impact revenue and potentially have a negative impact on our results of operations, financial condition and cash flows.

Regulations Related to Conflict Minerals Could Adversely Impact Our Business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as “conflict minerals”, originating from the Democratic Republic of Congo (“DRC”) and adjoining countries. These rules could adversely affect the sourcing, supply, and pricing of materials used in our products, as the number of suppliers who provide conflict-free minerals may be limited. We may also suffer reputational harm if we determine that certain of our products contain minerals not determined to be conflict-free or if we are unable to modify our products to avoid the use of such materials.  We may also face challenges in satisfying customers who may require that our products be certified as containing conflict-free minerals.

Cyber-attacks or Other Breaches of Information Technology Security Could Adversely Impact Our Business and Operations.

Cyber-attacks or other breaches of network or information technology security may cause equipment failure or disruption to our operations.  Such attacks, which include the use of malware, encryption, computer viruses and other means for disruption or unauthorized access, on companies have increased in frequency, scope and potential harm in recent years. While, to the best of our knowledge, we have not been subject to cyber-attacks or to other cyber incidents which, individually or in the aggregate, have been material to our operations or financial conditions, theyears We take preventive actions we take to reduce the risk of cyber incidents and protect our information technology and networks, however, such preventative actions may be insufficient to repel a major cyber-attack in the future.  To the extent that any disruption or security breach results in a loss or damage to our data or unauthorized disclosure of confidential information, it could cause significant damage to our reputation, affect our relationship with our customers, suppliers and employees, and lead to claims against us and ultimately harm our business.  Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

Imposition of New Taxes or Customs Duties on Our Products Could Adversely Affect Our Business.

In fiscal 2018, approximately 77% of our products were purchased from suppliers in a variety of foreign countries. Due to economic and political conditions, tax and duty rates on imported goods may be subject to significant change. The imposition or proposed imposition of new or increased taxes or duties on our products could increase the cost of our products or reduce overall consumption of our products, or both, particularly if tax or duty levels increased substantially relative to those for products manufactured in the United States. The imposition of new taxes on our products or any substantial increase in duty rates on our products could adversely affect our business, financial condition or results of operations.


We are Exposed To Risks Related to Accounts Receivable Sales Agreements.

We have entered into several customer sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions. The termination of these agreements could have a material adverse effect on our operating results and operating cash flow. Additionally, the interest rates of these agreements are tied to LIBOR. Increases in LIBOR could have a material adverse effect on our financial condition, results of operations and operating cash flows.

The Market Price of Our Common Stock May Be Volatile and Could Expose Us to Securities Class Action Litigation.

The stock market and the price of our common stock may be subject to wide fluctuations based upon general economic and market conditions. The market price for our common stock may also be affected by our ability to meet analysts’ expectations. Failure to meet such expectations, even slightly, could have an adverse effect on the market price of our common stock. In addition, stock market volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of these companies. Downturns in the stock market may cause the price of our common stock to decline.

Following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against such companies. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources, which could have an adverse effect on our business.

Losing the Services of Our Executive Officers or Other Highly Qualified and Experienced Contributors Could Adversely Affect Our Business.

Our future success depends upon the continued contributions of our executive officers and senior management, many of whom have numerous years of experience and would be extremely difficult to replace.  We must also attract and maintain experienced and highly skilled engineering, sales and marketing, finance, logistics, and operations personnel.  Competition for qualified personnel is often intense, and we may not be successful in hiring and retaining these people.  If we lose the services of these key contributors or cannot attract and retain other qualified personnel, our business could be adversely affected.

Our growth may be impacted by acquisitions. We may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully.

We may not be able to identify suitable acquisition candidates, complete acquisitions, or integrate acquisitions successfully. Our future growth is likely to depend to some degree on our ability to acquire and successfully integrate new businesses. We may seek additional acquisition opportunities, both to further diversify our businesses and to penetrate or expand important product offerings or markets. There are no assurances, however, that we will be able to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed acquisitions, successfully integrate acquired businesses, or expand into new markets. Once acquired, operations may not achieve anticipated levels of revenues or profitability.  Acquisitions involve risks, including difficulties in the integration of the operations, technologies, services and products of the acquired companies and the diversion of management's attention from other business concerns. Although our management will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that we will properly ascertain all such risks. Difficulties encountered with acquisitions may have a material adverse effect on our business, financial condition and results of operations.

Item 1B. Unresolved Staff Comments.Comments.

None


Item 2. Properties.Properties.

Facilities

We currentlyAs of December 29, 2018 we have 1321 warehouse and office facilities located throughout the United States, Canada, China, Taiwan and India.

Two of these facilities are owned and the remainder are leased. Our principal facilities are as follows:

 

Location

 

Description

 

Size

 

Ownership

Colmar, PA

 

Corporate Headquarters

Warehouse and office

 

 

342,000

 

sq. ft.

 

Leased

(1)

Portland, TN

 

Warehouse and office

 

 

815,670

 

sq. ft.

 

Leased

 

Warsaw, KY

 

Warehouse and office

 

 

710,500

 

sq. ft.

 

Owned

 

Portland, TN

 

Warehouse and office

 

 

581,500

 

sq. ft.

 

Leased

 

Lewisberry, PA

 

Warehouse and office

 

 

163,000

 

sq. ft.

 

Leased

 

Louisiana, MO

 

Warehouse and office

 

 

90,000

 

sq. ft.

 

Owned

 

Montreal, Quebec, Canada

 

Warehouse and office

 

 

87,900

 

sq. ft.

 

Leased

(2)

Sanford, NC

 

Warehouse and office

 

 

52,000

 

sq. ft.

 

Leased

 

Shanghai, China

 

Office

 

 

16,000

 

sq. ft.

 

Leased

 

LocationDescription
Colmar, PA

Corporate Headquarters

Warehouse and office – 339,500 sq. ft. (leased) (1)

Warsaw, KYWarehouse and office – 710,500 sq. ft. (owned)
Portland, TNWarehouse and office – 581,500 sq. ft. (leased)
Louisiana, MOWarehouse and office – 90,000 sq. ft. (owned)
Shanghai, ChinaOffice – 16,000 sq. ft. (leased)
Sanford, NCWarehouse and office – 8,000 sq. ft. (leased)

(1)We lease the Colmar facility from a partnership of which Steven L. Berman, Executive Chairman, and his family members are partners. Under this lease agreement we paid rent of $4.66$4.61 per square foot ($1.6 million per year) in fiscal 2015.2018. The rentsrent payable will be adjusted on January 1 of each year to reflect annual changes in the Consumer Price Index for All Urban Consumers - U.S. City Average, All Items. OnThis lease was renewed during November 15, 2012, we entered into a new lease with the partnership that expires2016, effective as of January 1, 2018, and will expire on December 31, 2017.2022. In the opinion of the Audit Committee of our Board of Directors, the terms of this lease were no less favorable than those which could have been obtained from an unaffiliated party when the lease was renewed.renewed during November 2016.

(2)

We lease the Montreal facility from a corporation of which an employee and his family members are owners. Under this lease agreement we began paying rent of $7.55 per square foot ($0.7 million per year) in October 2017. This lease will expire on February 28, 2019. We are in the process of transferring the distribution activities of this facility to our Portland, TN facility.

Item 3. Legal Proceedings.

We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, competitive practices, intellectual property infringement, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, would likely have a material financial impact on the Company and we believe the range of reasonably possible losses from current matters is immaterial.

Item 4. Mine Safety Disclosures.

Not Applicable

Item 4.1. Executive Officers of the Registrant.

Executive Officers of the Registrant.


The following table sets forth certain information with respect to our executive officers:

 

Name

Age

NameAge

Position with the Company

Steven L. Berman

56

59

Executive Chairman, Secretary and Treasurer

Mathias J. BartonKevin M. Olsen

56

47

President and Chief Executive Officer and Director

Jeffrey L. Darby

48

51

Senior Vice President, Sales and Marketing

Michael B. Kealey

41

Senior44

Executive Vice President, ProductCommercial

Matthew S. Kohnke (1)Michael P. Ginnetti

44

42

Corporate Controller and Interim Chief Financial Officer

 

(1)Mr. Kohnke is resigning from the Company effective February 26, 2016 to pursue personal opportunities. See “Changes in Executive Officers.”

Steven L. Berman became the Executive Chairman of the Company on September 24, 2015.  Additionally, Mr. Berman has served as a director of the Company and as Secretary and Treasurer of the Company since its inception in 1978.  From January 30, 2011 to September 24, 2015, Mr. Berman served as Chairman of the Board and Chief Executive Officer of the Company and from October 24, 2007 to January 30, 2011, Mr. Berman served as President of the Company.  Prior to October 24, 2007, Mr. Berman served as Executive Vice President of the Company. He attended Temple University.

Mathias J. Barton Kevin M. Olsen joined the Company in November 1999June 2016 as Senior Vice President, Chief Financial Officer. He became co-President of the Company in February 2011, President in August 2013, and President and Chief Executive Officer in September 2015. Mr. Barton was appointed to our Board of Directors in January 2014. Prior to joining the Company, Mr. Barton was Senior Vice President and Chief Financial Officer of Central Sprinkler Corporation, a manufacturer and distributor of automatic fire sprinklers, valves and component parts. From May 1989 to September 1998, Mr. Barton was employed by Rapidforms, Inc., a manufacturer of business forms and other products, most recently as Executive Vice President and Chief Financial Officer. He isbecame Executive Vice President in June 2017, President and Chief Operating Officer in August of 2018 and President and Chief Executive Officer on January 1, 2019. Prior to joining the Company, Mr. Olsen was Chief Financial Officer of Colfax Fluid Handling, a graduatedivision of Temple University.Colfax Corporation, a diversified global manufacturing and engineering company that provides gas and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world, from January 2013 through June 2016. Prior to joining Colfax, he served in progressively responsible management roles at the Forged Products Aero Turbine Division of Precision Castparts Corp, Crane Energy Flow Solutions, a division of Crane Co., Netshape Technologies, Inc., and Danaher Corporation. Prior thereto, Mr. Olsen was employed by PwC, LLP.

Jeffrey L. Darby joined the Company in November 1998 as a National Account Manager. He became Senior Vice President, Sales and Marketing in February 2011. He previously held the positions of Group Vice President from 2008 to 2010 and Vice President of Sales – Traditional and Key Accounts from 2006 to 2008. Prior to joining the Company, Mr. Darby worked for Federal Mogul Corporation/Moog Automotive, an automotive parts supplier, beginning in 1990. He holds an MBA Degree from Fairleigh Dickenson University and a B.A. Degree from William Paterson University.

Michael B. Kealey joined Dorman Productsthe Company in November of 2002, as a Product Manager. He became SeniorExecutive Vice President, ProductCommercial in February 2011.June 2017. He previously held the positions of Senior Vice President, Product from February 2011 through May 2017, Vice President – Product from January 2007 through January 2011, and Director – Product Management from April 2003 through December 2006. Prior to joining the Company, Mr. Kealey was employed by Eastern Warehouse Distributors, Inc., a distributor of automotive replacement parts, most recently as Vice President – Purchasing. He attended Temple University.

Matthew S. Kohnke joined Dorman Products in May 2002 as Vice President - Corporate Controller. He became Chief Financial Officer of the Company in February 2011. Prior to joining the Company, Mr. Kohnke worked for Arthur Andersen LLP, beginning as an intern in January 1992 and advancing to manager in the Audit and Business Advisory practice. He is a graduate of Villanova University. Mr. Kohnke is resigning from the Company effective February 26, 2016. See “Changes in Executive Officers.”

Changes in Executive Officers

Mr. Kohnke is resigning from the Company effective February 26, 2016. On February 4, 2016, the Board of Directors of the Company appointed Michael P. Ginnetti is serving as the Company’s Interim Chief Financial Officer Interim Principal Financial Officer and Interim Principal Accounting Officer, effectivefrom August 2018 through February 27, 2016.2019. Mr. Ginnetti will serve in such positions until a successor is named. The Company is in the process of searching for a permanent Chief Financial Officer.

Mr. Ginnetti, 39, currently also serves as Vice President, Corporate Controller of the Company. He has served in this position since May 2011 and will continue to serve in this position while serving as Interim Chief Financial Officer.2011. Prior to joining the Company, Mr. Ginnetti was employed by Technitrol, Inc., an electronic components manufacturer, from 2001 to 2011, most recently as Corporate Controller and Chief Accounting Officer. Previously, he was employed by Arthur Andersen LLP in the Audit and Business Advisory practice.

On February 19, 2019, we announced that David M. Hession was appointed to serve as our Senior Vice President and Chief Financial Officer, effective as of March 1, 2019. Mr. Ginnetti earnedHession, 50,was Vice President, Chief Financial Officer of Johnsonville, LLC, a bachelor science degreeprivately held manufacturer of sausage and other protein products, from May 2013 through January 2019.  Prior to joining Johnsonville, he served in accounting from Penn State Universityprogressively responsible management roles at McCormick & Company, Inc., Tradeout, Inc., and a master of business administration from Temple University.Xylum Corporation. Prior thereto, Mr. Ginnetti is also a Certified Public Accountant.Hession performed management consulting work at Ernst & Young, LLP and Peterson Consulting LP.


PART II

Item 5. Market for Registrant’sRegistrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Our shares of common stock are traded publicly on the NASDAQ Global Select Market under the ticker symbol “DORM”.  At February 19, 201618, 2019 there were 167212 holders of record of our common stock, representing more than 17,000 beneficial owners. The last price forstock.

We do not anticipate paying cash dividends on our common stock on February 19, 2016, as reported byin the NASDAQ Global Select Market, was $48.77 per share. The range of high and low sales prices for our common stock for each quarterly period of fiscal 2015 and fiscal 2014 were as follows:

   Fiscal 2015   Fiscal 2014 
   High   Low   High   Low 

First Quarter

  $50.58    $43.65    $60.47    $48.85  

Second Quarter

   51.50     45.97     60.99     47.48  

Third Quarter

   53.69     45.14     50.70     37.22  

Fourth Quarter

   53.75     45.50     51.75     39.73  

We do not intend to pay regular cash dividends to our shareholders, not withstanding ourforeseeable future. Any payment of a special cash dividendfuture dividends will be at the discretion of $1.50 per share in December 2012.our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, and other factors that our board of directors deems relevant.

For the information regarding our equity compensation plans, see Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.”

Stock Performance Graph. Below is a line graph comparing the cumulative total shareholder return for our common stock with the cumulative total shareholder return for the Automotive Parts & Accessories Peer Group of the Morningstar Group Index (formerly Hemscott Group Index) and the NASDAQ Composite Market Index for the period from December 25, 201028, 2013 to December 26, 2015.29, 2018. The Automotive Parts & Accessories Peer Group is comprised of 153142 public companies and the information was furnished by Morningstar, Inc. through Zacks Investment Research, Inc. The graph assumes $100 invested on December 25, 201028, 2013 in our common stock and each of the indices, and that the dividends were reinvested when and as paid. In calculating the cumulative total shareholder returns, the companies included are weighted according to the stock market capitalization of such companies.

 


Stock Repurchases

During the last thirteen weeks of the fiscal year ended December 26, 2015,29, 2018, we purchased shares of our common stock as follows:

 

Period

 Total Number of
Shares Purchased
(1)
  Average Price
Paid per Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
  Maximum Number (or
Approximate Dollar Value)
of Shares that May Yet Be
Purchased Under the  Plans
or Programs (2)(3)
 

September 27, 2015 through October 24, 2015

  25,859   $49.88    25,700   $102,383,134  

October 25, 2015 through November 21, 2015

  271,512   $47.45    270,000   $89,573,807  

November 22, 2015 through December 26, 2015

  335,006   $47.49    330,000   $73,900,364  
 

 

 

   

 

 

  

Total

  632,377   $47.57    625,700   $73,900,364  
 

 

 

   

 

 

  

Period

 

Total Number

of Shares

Purchased (1)

 

 

Average

Price Paid

per Share

 

 

Total Number

of Shares

Purchased as

Part of Publicly

Announced Plans

or Programs (2)

 

 

Maximum

Number (or

Approximate

Dollar Value)

of Shares that

May Yet Be

Purchased Under

the Plans or

Programs (2)

 

September 30, 2018 through October 27, 2018

 

 

123,389

 

 

$

70.16

 

 

 

121,000

 

 

$

184,440,534

 

October 28, 2018 through November 24, 2018

 

 

16,036

 

 

$

77.12

 

 

 

14,736

 

 

$

183,316,391

 

November 25, 2018 through December 29, 2018

 

 

4,440

 

 

$

84.16

 

 

 

 

 

$

183,316,391

 

Total

 

 

143,865

 

 

$

71.37

 

 

 

135,736

 

 

$

183,316,391

 

 

(1)

Includes 1,9872,009 shares of our common stock withheld from participants for income tax withholding purposes in connection with the vesting of restricted stock grants during the period.  The restricted stock was issued to participants pursuant to our 2008 Stock Option and Incentive Plan.  Also includes 4,6906,120 shares purchased from the Dorman Products, Inc. 401(k) Plan and Trust (as described in Note 11,13, Capital Stock, to the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K).

(2)

On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program, authorizing the repurchase of up to $10 million of our outstanding common stock by the end of 2014.  Through several expansions and extensions, our Board of Directors has expanded the program to $150$400 million and extended the program through December 31, 2016.2020. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion.  The share repurchase program does not obligate us to acquire any specific number of shares.  We repurchased 747,700622,223 and 855,6001,006,365 shares under this program during the fiscal years ended December 26, 201529, 2018 and December 27, 2014.30, 2017, respectively.  

(3)Numbers in this column assume that the repurchase program had been expanded to authorize the repurchase of up to $150 million at the beginning of the thirteen week period ended December 26, 2015.

Item 6. Selected Financial Data.

 

 

Fiscal year ended (1)

 

  Fiscal year ended (1) 

(in thousands, except per share data)

  December 26,
2015
   December 27,
2014
   December 28,
2013
   December 29,
2012 (d)
   December 31,
2011 (e)
 
  

 

December 29,

2018

 

 

December 30,

2017

 

 

December 31,

2016

 

 

December 26,

2015

 

 

December 27,

2014

 

Statement of Operations Data:

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

  $802,957    $751,476    $664,466    $570,420    $513,432  

 

$

973,705

 

 

$

903,221

 

 

$

859,604

 

 

$

802,957

 

 

$

751,476

 

Income from operations

   146,157     140,734     127,939     104,231     87,637  

 

 

171,143

 

 

 

176,240

 

 

 

168,601

 

 

 

146,157

 

 

 

140,734

 

Income from continuing operations

   92,329     89,987     81,920     66,405     56,202  

Income (loss) from discontinued operations (a)

   —       —       —       4,557     (2,925
  

 

   

 

   

 

   

 

   

 

 

Net income

  $92,329    $89,987    $81,920    $70,962    $53,277  

 

$

133,602

 

 

$

106,599

 

 

$

106,049

 

 

$

92,329

 

 

$

89,987

 

  

 

   

 

   

 

   

 

   

 

 

Earnings per share

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

          

 

$

4.04

 

 

$

3.14

 

 

$

3.07

 

 

$

2.60

 

 

$

2.50

 

Income from continuing operations

  $2.60    $2.50    $2.25    $1.84    $1.57  

Income (loss) from discontinued operations

   —       —       —       0.12     (0.08
  

 

   

 

   

 

   

 

   

 

 

Net income

  $2.60    $2.50    $2.25    $1.96    $1.49  
  

 

   

 

   

 

   

 

   

 

 

Diluted

          

 

$

4.02

 

 

$

3.13

 

 

$

3.07

 

 

$

2.60

 

 

$

2.49

 

Income from continuing operations

  $2.60    $2.49    $2.24    $1.82    $1.55  

Income (loss) from discontinued operations

   —       —       —       0.12     (0.08
  

 

   

 

   

 

   

 

   

 

 

Net income

  $2.60    $2.49    $2.24    $1.94    $1.47  
  

 

   

 

   

 

   

 

   

 

 

Balance Sheet Data:

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets (b)

  $621,865    $557,716    $510,689    $400,004    $370,485  

Working capital (b)

  $380,063    $339,528    $315,870    $248,280    $245,604  

Total assets

 

$

887,557

 

 

$

765,924

 

 

$

711,792

 

 

$

621,865

 

 

$

557,716

 

Working capital

 

$

488,138

 

 

$

422,068

 

 

$

447,766

 

 

$

380,063

 

 

$

339,528

 

Long-term debt

  $—      $—      $—      $—      $—   

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Dividends paid (c)

  $—      $—      $—      $54,716    $—    

Shareholders’ equity

  $518,036    $462,061    $413,641    $332,872    $317,103  

Dividends paid

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Shareholders' equity

 

$

727,623

 

 

$

634,807

 

 

$

601,642

 

 

$

518,036

 

 

$

462,061

 

 

(1)

We operate on a fifty-two, fifty-three week period ending on the last Saturday of the calendar year. The fiscal year ended December 31, 2016 was a fifty-three week period. All other fiscal years presented were fifty-two week periods.

(a)On September 21, 2011, we announced our plan to exit the international portion of our ScanTech business due to continued operating losses and to focus on growing our North American business. The results of ScanTech have been presented as a discontinued operation in the Statement of Operations data presented above.
(b)We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-17 in fiscal 2015. The ASU requires that all deferred tax liabilities and assets be classified as non-current. All prior period figures have been restated.
(c)On December 5, 2012, we announced a special cash dividend of $1.50 per share of common stock payable on December 28, 2012 to shareholders of record at the close of business on December 17, 2012.
(d)Net income from discontinued operations includes a reclassification of approximately $3.0 million of a previously recognized currency translation adjustments from accumulated other comprehensive income to net income ($0.08 per share) and $1.4 million of benefits related to foreign tax credits we expect to utilize in the future ($0.04 per share).
(e)Net income from discontinued operations includes charges of $2.2 million to write down inventory and tooling ($0.06 per share) and $0.4 million to write down other assets and to accrue employee-related costs ($0.01 per share).


Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward Looking Statements

Certain statements in this document constitute “forward-looking statements” within the meaning of the 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 competition in the automotive aftermarket industry, unfavorable economic conditions, loss of key vendors, loss of third-party transportation providers, claims of intellectual property infringement, quality problems, delay in the development and design of new products, space limitations on our customers’ shelves, 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, timingloss of key suppliers, space limitations on our customers’ shelves, delay in the development and amountdesign of customers’ ordersnew products, improvements in new vehicle quality, claims of Company’s products,intellectual property infringement, quality problems, loss of third-party transportation providers, unfavorable results of legal proceedings, dependence on the Company’s management team,concentration of ownership, disruption from events beyond the Company’s control, risks associated with conflict minerals, risks associated with cyber-attacks, the imposition of new taxes or duties, the termination or modification of accounts receivable sales agreements, common stock market price volatility, loss of highly qualified Contributors, inability to acquire other businesses, and other risks and factors identified from time to time in the reports the Company files with the SEC. 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.”  You should not place an undue reliance on forward-looking statements.  Such statements speak only to the date on which they are made and we undertake no obligation to update publicly or revise any forward-looking statements, regardless of future developments or the availability of new information.

Overview

We believe we are a leading supplier of replacement parts and fasteners for passenger cars, light trucks, and heavy duty trucks in the automotive aftermarket. We distribute and marketAs of December 29, 2018, we marketed approximately 150,000 different SKU’s77,000 unique parts as compared to approximately 70,000 as of automotive replacement parts,December 30, 2017, many of which we designdesigned and engineer. These SKU’sengineered. Unique parts exclude private label stock keeping units (“SKU’s”) and other variations in how we market, package and distribute our products, but include unique parts of acquired companies. Our products are sold under our various brand names, under our customers’ private label brands or in bulk. We believe we are the dominanta leading aftermarket supplier of original equipment “dealer exclusive” items. Original equipment “dealer exclusive” parts are those parts which were traditionally available to consumers only from original equipment manufacturers or salvage yards. These parts include, among other parts, intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, complex electronics modules, and exhaust gas recirculation (EGR) coolers.

We generate virtually all of our revenues from customers in the North American automotive aftermarket, primarily in the United States.  Our products are sold primarily through automotive aftermarket retailers; national, regional and local warehouse distributors and specialty markets; and salvage yards.  We also distribute automotive replacement parts outside the United States, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, Mexico, the Middle East, Asia and Canada.Australia.

Executive OverviewWe may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers. Generally, the second and third quarters have the highest level of net sales. The introduction of new products and product lines to customers, as well as business acquisitions, may cause significant fluctuations from quarter to quarter.


We operate on a fifty-two, fifty-three week period ended on the last Saturday of the calendar year. The fiscal years ended December 29, 2018 (“fiscal 2018”) and December 30, 2017 (“fiscal 2017”) were fifty-two week periods. The fiscal year ended December 31, 2016 (“fiscal 2016”) was a fifty-three week period.

Business Performance

We achieved record net sales and net income in fiscal 2015.2018.  Net sales increased 7%8% over fiscal 20142017 levels to $803.0$973.7 million, while net income increased 3%25% to $92.3$133.6 million.  Additionally, we generated $78.1 million of cash flows from operations and repurchased approximately $45.4 million of our outstanding common stock. Additionally, we acquired Flight Systems Automotive Group, LLC for $27.5 million. We believe our strong financial results have been driven by favorable industry dynamics, sales growth resulting from new product sales, continued investments in new product development, a thoughtful approach to acquisitions, industry dynamics, and a commitment to process improvements.other economic factors.

The automotive aftermarket has benefited from some of the factors affecting the general economy, including the impact of recessions, unemployment, and fluctuating gas prices. We believe vehicle owners have become more likely to keep their current vehicles longer and perform necessary repairs and maintenance in order to keep those vehicles well maintained as a result of these factors. According to data published by Polk, a division of IHS Automotive, the average age of vehicles was 11.5 years as of July 2015, which is an increase from 11.4 years as of June 2014 despite increasing new car sales. The number of miles driven is another important statistic that impacts our business. According to the United States Department of Transportation, the number of miles driven has increased each year since 2011 with miles driven having increased 3.5% as of November 2015 as compared to November 2014. Generally, as vehicles are driven more miles, the more likely it is that parts will fail. The combination of the vehicle age increase and number of miles driven has accounted for a portion of our sales growth.

The overall automotive aftermarket in which we compete has benefited from the conditions mentioned above. However, our customer base has been consolidating for a number of years. As a result, our customers regularly seek more favorable pricing and product return provisions, and extended payment terms when negotiating with us. We attempt to avoid or minimize these concessions as much as possible, but we have granted pricing concessions, extended customer payment terms and allowed a higher level of product returns in certain cases. These concessions impact our profit levels and may require additional capital to finance the business. We expect our customers to continue to exert pressure on our margins as the customer base continues to consolidate.New Product Development

New product development is a critical success factor for us and is our primary vehicle for growth.  We have made incremental investments to increase our new product development efforts each year since 2003 in an effort to grow our business and strengthen our relationships with our customers.  The investments are primarily in the form of increased product development resources, increased customer and end-user awareness programs and customer service improvements.  These investments have enabled us to provide an expanding array of new product offerings and grow revenues at levels that exceed market growth rates. As a result of these investments, we introduced 5,543 new products to our customers and end users in fiscal 2018, including 1,716 “New to the Aftermarket” SKU’s.  

Our complex electronics program capitalizes on the growing number of electronic components being utilized on today’s Original Equipment platforms. Current production models contain an average of approximately thirty five electronic modules, with some high-end luxury vehicles containing over one hundred modules. Our complex electronics products are designed and developed in house and extensively tested to ensure consistent performance.performance, and, our product portfolio is focused on further developing Dorman’s leadership position in the category.

In 2012, we introduced a new line of products to be marketed for the medium and heavy duty truck aftermarket. We believe that this market provides many of the same opportunities for growth that the automotive aftermarket has provided us.us over the past several years.  Our focus here is on formerly “dealer only” parts similar to the automotive side of the business. We launched the initial program with a limited offering, but have made additional investments in new product development efforts to expand our product offering.  We currently have approximately 7001,230 SKU’s in our medium and heavy duty product line. We will continue to invest aggressively in the medium and heavy duty product category.

Acquisitions

Our growth is also impacted by acquisitions. For example, in August 2018, we acquired Flight Systems Automotive Group LLC (“Flight Systems” or “Flight”). Additionally, in October 2017, we acquired MAS Automotive Distributors, Inc. (“MAS Industries” or “MAS”). We believe Flight and MAS are highly complementary to our business and growth strategy. We may experienceacquire businesses in the future to supplement our financial growth, distribution capabilities, or product development resources.

Economic Factors

Vehicle owners operate their current vehicles longer than they did several years ago. As a result, owners perform necessary repairs and maintenance in order to keep those vehicles well maintained.  According to data published by Polk, a division of IHS Automotive, the average age of vehicles increased to 11.8 years as of October 2018 from 11.7 years as of October 2017 despite increasing new car sales. Additionally, the number of vehicles in operation in the United States continues to increase, growing 2.2% in 2018 to 285.7 million from 279.6 million in 2017.  Approximately 48% of vehicles in operation are 11 years old or older.  Vehicle scrappage rates have also decreased over the last several years.  The number of miles driven is another important statistic that impacts our business.  According to the United States Department of Transportation, the number of miles driven has increased


each year since 2011 with miles driven having increased 0.3% as of November 2018 as compared to November 2017. Generally, as vehicles are driven more miles, the more likely it is that parts will fail.  The combination of the factors above has accounted for a portion of our sales growth.

Competition among our customer base continues to increase. As a result, our customers regularly seek more favorable pricing and product return provisions, and extended payment terms when negotiating with us.  We attempt to avoid or minimize these concessions as much as possible, but we have granted pricing concessions, extended customer payment terms and allowed a higher level of product returns in certain cases. These concessions impact our profit levels and may require additional capital to finance the business.  We expect our customers to continue to exert pressure on our margins.

Foreign Currency

Our acquisition of MAS increases our exposures to foreign currencies.  MAS is headquartered in Montreal, Canada, and its financial transactions occur in both U.S. Dollars and Canadian Dollars.  Since our consolidated financial statements are denominated in U.S. Dollars, the assets, liabilities, net sales, and expenses of MAS which are denominated in currencies other than the U.S. Dollar must be converted into U.S. Dollars using exchange rates for the current period.  As a result, fluctuations in foreign currency exchange rates may impact our financial results.

In fiscal 2018, approximately 77% of our products were purchased from suppliers in a variety of foreign countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. Dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. Dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. To the extent that the U.S. Dollar changes in value relative to foreign currencies in the future, the price of the product for new purchase orders may change in equivalent U.S. Dollars.

The largest portion of our overseas purchases comes from China. The Chinese Yuan to U.S. Dollar exchange rate has fluctuated over the past several years. Any future changes in the value of the Chinese Yuan relative to the U.S. Dollar may result in a change in the cost of products that we purchase from China. However, the cost of the products we procure is also affected by other factors including raw material availability, labor cost, transportation costs, and other factors.

Impact of Inflation

The overall impact of inflation has not resulted in a significant fluctuations from quarter to quarterchange in labor costs or the cost of general services utilized.

The cost of many commodities that are used in our resultsproducts has fluctuated over time resulting in increases and decreases in the cost of operations dueour products.  In addition, we have periodically experienced increased transportation costs as a result of higher fuel prices, capacity constraints, and other factors. We will attempt to the timing of orders placedoffset cost increases by our customers. Generally, the second and third quarters have the highest level of net sales. The introduction of new products and product linespassing along selling price increases to customers, may cause significant fluctuationsusing alternative suppliers and by sourcing purchases from quarter to quarter.other countries.  However there can be no assurance that we will be successful in these efforts.

We operate on a fifty-two, fifty-three week period ended onImpact of Tariffs

Effective September 24th, the last SaturdayOffice of the calendar year.United States Trade Representative (USTR) imposed an additional tariff on approximately $200 billion worth of Chinese imports. The tariff was approximately 10% as of December 29, 2018. The tariffs enacted to date will increase the cost of many products that are manufactured for Dorman in China. We are taking several actions to fully mitigate the impact of the tariffs including, but not limited to, price increases to our customers and cost concessions from our suppliers. Although we expect to mitigate the impact of tariffs in fiscal years ended December 26, 2015, December 27, 20142019, we expect selling price increases associated with the tariffs to be fully offset by the higher tariffs incurred. Tariffs are not expected to have a material impact on our net income, but will lower our gross and December 28, 2013 were fifty-two week periods.operating profit percentages as these additional costs are passed through to customers.


Results of Operations

The following table sets forth, for the periods indicated, the dollar value and percentage of net sales represented by certain items in our Consolidated Statements of Operations:

 

  For the Fiscal Year Ended 

 

For the Fiscal Year Ended

 

(in millions, except percentage data)  December 26, 2015 December 27, 2014 December 28, 2013 

 

December 29, 2018*

 

 

December 30, 2017*

 

 

December 31, 2016*

 

Net sales

  $803.0     100.0 $751.5     100.0 $664.5     100.0

 

$

973.7

 

 

 

100.0

%

 

$

903.2

 

 

 

100.0

%

 

$

859.6

 

 

 

100.0

%

Cost of goods sold

  $494.9     61.6 $464.3     61.8 $403.5     60.7

 

$

600.4

 

 

 

61.7

%

 

$

544.6

 

 

 

60.3

%

 

$

521.5

 

 

 

60.7

%

Gross profit

  $308.1     38.4 $287.2     38.2 $261.0     39.3

 

$

373.3

 

 

 

38.3

%

 

$

358.6

 

 

 

39.7

%

 

$

338.1

 

 

 

39.3

%

Selling, general and administrative expenses

  $161.9     20.2 $146.5     19.5 $133.0     20.0

 

$

202.1

 

 

 

20.8

%

 

$

182.4

 

 

 

20.2

%

 

$

169.5

 

 

 

19.7

%

Income from operations

  $146.2     18.2 $140.7     18.7 $127.9     19.3

 

$

171.1

 

 

 

17.6

%

 

$

176.2

 

 

 

19.5

%

 

$

168.6

 

 

 

19.6

%

Interest expense, net

  $0.2     —     $0.2     —     $0.2     0.1

Other (expense) income, net

 

$

(0.0

)

 

 

0.0

%

 

$

0.3

 

 

 

0.0

%

 

$

(0.2

)

 

 

0.0

%

Income before income taxes

  $145.9     18.2 $140.5     18.7 $127.8     19.2

 

$

171.1

 

 

 

17.6

%

 

$

176.6

 

 

 

19.6

%

 

$

168.4

 

 

 

19.6

%

Provision for income taxes

  $53.6     6.7 $50.5     6.7 $45.8     6.9

 

$

37.5

 

 

 

3.9

%

 

$

70.0

 

 

 

7.7

%

 

$

62.3

 

 

 

7.2

%

Net income

  $92.3     11.5 $90.0     12.0 $81.9     12.3

 

$

133.6

 

 

 

13.7

%

 

$

106.6

 

 

 

11.8

%

 

$

106.0

 

 

 

12.3

%

* Percentage of sales information does not add due to rounding

Fiscal Year Ended December 26, 201529, 2018 Compared to Fiscal Year Ended December 27, 201430, 2017

Net sales increased 7%8% to $803.0$973.7 million in fiscal 20152018 from $751.5$903.2 in fiscal 2014.2017. Our revenue growth was driven by overall strong demand for our products especially our new products.and the inclusion of revenue from acquired businesses. In fiscal 2018 approximately $48.3 million of net sales were attributed to acquisitions. Our growth was partially offset by the negative effects of a brand protection policy implemented in the fourth quarter of 2017.

Gross profit margin was 38.4%38.3% in fiscal 20152018 compared to 38.2%39.7% in fiscal 2014.2017. The decreased gross profit margin was primarily the result of the impact of acquisitions which carry lower gross margins compared to our historical levels.  Additionally, 2018 gross profit margin was negatively impacted by a $2.0 million inventory fair value adjustment resulting from business acquisitions, lower overall selling prices and an unfavorable shift in mix towards lower margin products.

Selling, general and administrative expenses were $202.1 million, or 20.8% of net sales, in fiscal 2018 compared to $182.4 million, or 20.2% of net sales, in fiscal 2017. The increase in expense was primarily due to the inclusion of the expenses of acquired operations, amortization expense of acquired intangible assets, reinvestment of tax savings in product development and sales organizations, an increase in wage and benefit costs and increased costs associated with our accounts receivable sales program.

Our effective tax rate decreased to 21.9% in fiscal 2018 from 39.6% in fiscal 2017. The decrease was attributable to the Tax Cuts and Jobs Act enacted in the United States in December 2017, which lowered the U.S. Corporate federal income tax rate to 21% beginning in 2018.

Fiscal Year Ended December 30, 2017 Compared to Fiscal Year Ended December 31, 2016

Net sales increased 5% to $903.2 million in fiscal 2017 from $859.6 in fiscal 2016. Our revenue growth was driven by overall strong demand for our products which was partially offset by an additional week of sales in fiscal 2016. Additionally, the MAS acquisition accounted for approximately $7.0 million of sales in fiscal 2017.

Gross profit margin was 39.7% in fiscal 2017 compared to 39.3% in fiscal 2016. The increased gross profit margin was primarily due to a favorable sales mix towards higher margin products, leverage of costs across higher sales volume, and lower transportation costsmaterial price decreases which were partially offset by lower overall selling prices during fiscal 20152017 compared to fiscal 2014.2016. Additionally, 2017 gross profit margin was negatively impacted by inventory fair value adjustment related to MAS of $0.6 million.

Selling, general and administrative expenses were $161.9$182.4 million, or 20.2% of net sales, in fiscal 20152017 compared to $146.5$169.5 million, or 19.5%19.7% of net sales, in fiscal 2014.2016.  The increase in expense was primarily due to higher variable costs associated with our 7%5% sales growth, a $3.0$5.9 million provisionof general wage and fringe inflation, $2.5 million of increased expenses related to the accounts receivable sales program, and $1.0 million of acquisition


related costs. Provisions for doubtful accounts due to the bankruptcy of one customer, $2.2were $0.9 million less in additional investment in new product development and other resources to support our product growth efforts, additional depreciation expenses, including expenses related to information systems, and labor cost increases asfiscal 2017 compared to prior year. Additionally, in fiscal 2014, we recognized a $1.0 million reduction in an earn-out liability related to a prior acquisition that did not recur in fiscal 2015.2016, partially offsetting the increases noted above.

Our effective tax rate increased to 36.7%39.6% in fiscal 20152017 from 36.0%37.0% in fiscal 2014.2016. The increase was primarily attributable to increased provisions for state income taxes and reduced benefits from research and development tax credits in fiscal 20152017 compared to fiscal 2014.

Fiscal Year Ended December 27, 2014 Compared to Fiscal Year Ended December 28, 2013

Net sales increased 13% to $751.52016 and approximately $4.4 million in fiscal 2014of expense resulting from $664.5 million in fiscal 2013. Our revenue growth was driven by overall strong demand for our products and higher revenue from recently introduced products.

Gross profit margin was 38.2% in fiscal 2014 compared to 39.3% in fiscal 2013. The decreased gross profit margin was primarily the result of competitive pricing pressures and a mix shift that resulted in lower overall selling prices.

Selling, general and administrative expenses were $146.5 million, or 19.5%revaluation of net sales in fiscal 2014 compared to $133.0 million, or 20.0% of net sales in fiscal 2013. The increase was primarilydeferred tax assets due to higher variable costs associated with our 13% sales growth, approximately $2.3 million in additional investment in new product developmentthe adoption of the Tax Cuts and other resources to support our product growth efforts, and inflationary increases as compared to fiscal 2013. Additionally, we incurred approximately $5.5 million of incremental costs in fiscal 2014 compared to fiscal 2013 associated with implementing our ERP system including approximately $2.8 million of increased distribution costs, $1.9 million of consulting and other related support costs incurred after the system go-live date, and $0.8 million of additional ERP system depreciation expenses in fiscal 2014 compared to fiscal 2013. Partially offsetting these increases were a $2.1 million reduction in incentive compensation expenses and a $1.0 million reduction in an earn-out liability related to a prior acquisition.

Our effective tax rate increased to 36.0% in fiscal 2014 from 35.9% in fiscal 2013.Jobs Act.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have been our invested cash and the cash flow we generate from our operations, including accounts receivable sales programs provided by certain customers. Cash and cash equivalents as ofat December 26, 2015 increased29, 2018 decreased to $78.7$43.5 million from $47.7$71.7 million as ofat December 27, 2014.30, 2017. Working capital was $380.1$488.1 million at December 26, 201529, 2018 compared to $339.5$422.1 million at December 27, 2014.30, 2017. Shareholders’ equity was $518.0$727.6 million at December 26, 201529, 2018 and $462.1$634.8 million at December 27, 2014. 30, 2017. Based on our current operating plan, we believe that our sources of available capital are adequate to meet our ongoing cash needs for at least the next twelve months.  However, our liquidity could be negatively affected by extending payment terms to customers, a decrease in demand for our products, or other factors.

Over the past several years we have continued to extend payment terms to certain customers as a result of customer requests and market demands. These extended terms have resulted in increased accounts receivable levels and significant uses ofhave significantly impacted cash flow.flows. We participate in accounts receivable sales programs with several customers which allow us to sell our accounts receivable to financial institutions to offset the negative cash flow impact of these payment terms extensions. However, these accounts receivable sales programs bear interest rates tied to LIBOR, therefore, as LIBOR rates increase our cost to sell our receivables also increases. During fiscal 20152018 and fiscal 2014,2017, we sold approximately $519.2$604.7 million and $477.9$582.9 million, respectively, under these programs. We had the ability to sell significantly more accounts receivable under these programs if the needs of the business warranted.  We expect continued pressure to extend our payment terms for the foreseeable future.  Further extensions of customer payment terms will result in additional uses of cash flow or increased costs associated with the sale of accounts receivable.

We haveIn December 2017, we entered into a $30.0 millioncredit agreement which will expire in December 2022.  This agreement provides for an initial revolving credit facility which expires in June 2017.of $100.0 million and gives us the ability to request increases of up to an incremental $100.0 million.  This agreement replaces our previous $30.0 million credit agreement. Borrowings under the facility are on an unsecured basis with interest rates ranging from LIBOR plus 65 basis points to LIBOR plus 250125 basis points based upon the achievementratio of certain benchmarks related to the ratio ofconsolidated funded debt to consolidated EBITDA, as defined by ourthe credit agreement. The interest rate at December 26, 201529, 2018 was LIBOR plus 65 basis points (1.07%(3.17%). ThereThe credit agreement also contains other covenants, including those related to the ratio of certain consolidated fixed charges to consolidated EBITDA, capital expenditures, and share repurchases, each as defined by the credit agreement.  The new agreement also requires us to pay an unused fee of 0.10% on the average daily unused portion of the facility. As of December 29, 2018, we were in compliance with all financial covenants contained in the credit agreement. As of December 29, 2018, there were no borrowings under the facility as of December 26, 2015. As of December 26, 2015,and we had two outstanding letters of credit for approximately $1.0$0.8 million in the aggregate which were issued to secure ordinary course of business transactions. Net of these letters of credit, we had approximately $29.0$99.2 million available under the facility at December 26, 2015. The credit agreement also contains covenants, the most restrictive of which pertain to net worth and the ratio of debt to EBITDA. As of December 26, 2015, we were in compliance with all financial covenants contained in the revolving credit facility.29, 2018


Cash Flows

Below is a table setting forth the key lines of our Consolidated Statements of Cash Flows:

 

(in thousands)  December 26,
2015
   December 27,
2014
   December 28,
2013
 

 

December 29,

2018

 

 

December 30,

2017

 

 

December 31,

2016

 

Cash provided by operating activities

  $92,060    $59,640    $61,559  

 

$

78,112

 

 

$

94,241

 

 

$

121,539

 

Cash used in investing activities

   (23,821   (29,862   (26,563

 

 

(59,146

)

 

 

(94,437

)

 

 

(26,254

)

Cash used in financing activities

   (37,236   (42,715   (2,111

 

 

(46,938

)

 

 

(77,271

)

 

 

(24,823

)

  

 

   

 

   

 

 

Net increase (decrease) in cash and cash equivalents

  $31,003    $(12,937  $32,885  
  

 

   

 

   

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(261

)

 

 

37

 

 

 

-

 

Net (decrease) increase in cash and cash equivalents

 

$

(28,233

)

 

$

(77,430

)

 

$

70,462

 

During fiscal 2015,2018, cash provided by operating activities was $92.1$78.1 million primarily as a result of $92.3$133.6 million in net income, non-cash adjustments to net income of $15.2$31.2 million and a net increase in operating assets and liabilities of $15.4$86.7 million. Accounts receivable increased $1.1$66.4 million due to the timing of cash receipts at year end.increased net sales which were partially offset by increased accounts receivable sales. Inventory increased $20.2$46.8 million or 12%,due to higher inventory purchases to avoid potentially higher tariffs, to support new product initiativeslaunches and sales growth.maintain customer fill rates as we consolidate facilities. Accounts payable increased by $5.4$27.0 million or 7%, due to increased inventory purchases and the timing of payments to our vendors. Other assets and liabilities, net, increased $0.4 million.

During fiscal 2014,2017, cash provided by operating activities was $59.6$94.2 million primarily as a result of $90.0$106.6 million in net income, non-cash adjustments to net income of $13.5$30.4 million and a net increase in operating assets and liabilities of $43.9$42.7 million. Accounts receivable increased $25.6$5.7 million due to increased net sales and the timing of cash receipts at year end. Inventory increased $25.1 million due to higher inventory purchases to support new product launches and to improve customer fill rates. Accounts payable increased $13.1by $3.7 million bothdue to increased inventory  and the timing of payments to our vendors. Other assets and liabilities, net, increased $15.6 million primarily due to higher net sales. Accounts payable decreased by $1.6 million duean increase in long-term core inventory and a decrease in customer rebates which we expect to timing of purchases and payments to our vendors.settle in cash.

During fiscal 2013,2016, cash provided by operating activities was $61.6$121.5 million primarily as a result of $81.9$106.0 million ofin net income, non-cash adjustments to net income of $11.6$17.6 million and a net increase in operating assets and liabilities of $31.9$2.1 million. Accounts receivable increased $40.8$27.8 million due to increased net sales and the timing of cash receipts at year end. Inventory decreased $24.9 million due to lower inventory increased $18.5 million,purchases and accountsthe effects of several inventory management initiatives. Accounts payable increased $17.6by $8.7 million each due to the timing of payments to our vendors. Other assets and liabilities, net, increased $7.8 million primarily due to higher net sales.an increase in long-term core inventory and a decrease in customer rebates which we expect to settle in cash.

Investing activities used $23.8$59.1 million of cash in fiscal 2015, $29.92018, $94.4 million of cash in fiscal 2014,2017, and $26.6$26.3 million of cash in fiscal 2013.

2016.  

Capital spending in fiscal 20152018 was primarily related to $11.1$8.5 million in tooling associated with new products, $5.3$6.8 million in enhancements and upgrades to our information systems and infrastructure, scheduled equipment replacements,certain facility improvements and other capital projects.

Capital spending in fiscal 2017 was primarily related to $11.2 million in tooling associated with new products, $7.7 million in enhancements and upgrades to our information systems and infrastructure, scheduled equipment replacements,certain facility improvements and other capital projects.

Capital spending in fiscal 2016 was primarily related to $10.6 million in tooling associated with new products, $5.2 million in enhancements and upgrades to our information systems, scheduled equipment replacements,certain facility improvements and other capital projects. In addition, during fiscal 2015 we spent $2.1 million to purchase a minority equity interest in a supplier.

Capital spending in fiscal 2014 was primarily related to the installation of our ERP system. The installation of the new ERP system was completed without significant disruption to our operations. We capitalized $37.9 million related to the project through December 27, 2014, of which $15.2 million was spent in fiscal 2014. The remaining capital spending was related to $7.1 million in tooling associated with new products, scheduled equipment replacements and other capital projects.

During fiscal 2018, we used $27.5 million to acquire all of the outstanding equity of Flight Systems and $5.0 million to acquire a minority interest in a vehicle diagnostic tool developer. During fiscal 2017, we used $56.9 million to acquire the outstanding shares of MAS, $10.0 million to acquire a

Capital spending in fiscal 2013 was primarily related to $7.4 million in ERP installation costs and an expansion of our facility in Warsaw, Kentucky for which we paid $5.7 million in fiscal 2013. The remaining capital spending was related to $5.0 million in tooling associated with new products, scheduled equipment replacements and other capital projects.

minority equity interest in a supplier, and $3.1 million to acquire certain assets of Ingalls Engineering Co., Inc. During fiscal 2016, we used $6.2 million to acquire a minority equity interest in a supplier.

Cash used in financing activities was $37.2$46.9 million in fiscal 2015, $42.72018, $77.3 million in fiscal 2014,2017, and $2.1$24.8 million in fiscal 2013.

2016.

On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program. In fiscal 2015,2018, we paid $35.7$43.4 million to repurchase 747,700622,223 common shares. In fiscal 2014,2017, we paid $40.4$74.7 million to repurchase 855,6001,006,365 common shares. No repurchases were made under this program duringIn fiscal 2013.2016, we paid $22.5 million to repurchase 430,866 common shares.

The remaining sources and uses of cash from financing activities in each period result from stock compensation plan activity and the repurchase of common stock from our 401(k) Plan.

Contractual Obligations and Commercial Commitments

We have obligations for future minimum rental and similar commitments under non-cancellable operating leases as well as contingent obligations related to outstanding letters of credit. These obligations as of December 26, 201529, 2018 are summarized in the tables below (in thousands):

 

  Payments Due by Period 

 

Payments Due by Period

 

Contractual Obligations

  Total   Less than 1 year   1-3 years   3-5 years   Thereafter 

 

Total

 

 

Less than

1 year

 

 

1-3 years

 

 

3-5 years

 

 

Thereafter

 

Operating leases

  $9,914    $3,967    $5,875    $72    $—    

 

$

47,786

 

 

$

5,489

 

 

$

10,388

 

 

$

7,612

 

 

$

24,297

 

  

 

   

 

   

 

   

 

   

 

 

 

$

47,786

 

 

$

5,489

 

 

$

10,388

 

 

$

7,612

 

 

$

24,297

 

  $9,914    $3,967    $5,875    $72    $—    
  

 

   

 

   

 

   

 

   

 

 
  

 

Amount of Commitment Expiration Per Period

 

Other Commercial Commitments

  Total Amount
Committed
   Less than 1 year   1-3 years   3-5 years   Thereafter 

Letters of Credit

  $1,025    $—      $1,025    $—      $—    
  

 

   

 

   

 

   

 

   

 

 
  $1,025    $—      $1,025    $—      $—    
  

 

   

 

   

 

   

 

   

 

 

 

 

Amount of Commitment Expiration Per Period

 

Other Commercial Commitments

 

Total Amount

Committed

 

 

Less than

1 year

 

 

1-3 years

 

 

3-5 years

 

 

Thereafter

 

Letters of Credit

 

$

825

 

 

$

825

 

 

$

 

 

$

 

 

$

 

 

 

$

825

 

 

$

825

 

 

$

 

 

$

 

 

$

 

We have excluded from the table above contingent consideration related to the acquisition of MAS due to the uncertainty of the amount of payment. As of December 29, 2018, the Company has accrued approximately $8.0 million which represents the fair value of the estimated payments which will become due if certain sales thresholds are achieved through December 2020, and will be paid out in 2021(see Note 3, Business Acquisitions and Investments, to the Consolidated Financial Statements included in this Annual Report on Form 10-K).

Additionally, we have excluded from the table above unrecognized tax benefits due to the uncertainty of the amount and period of payment.  As of December 26, 2015,29, 2018, the Company has gross unrecognized tax benefits of $1.9$2.4 million (see Note 9,10, Income Taxes, to the Consolidated Financial Statements included in this Annual Report on Form 10-K).

Off-Balance Sheet Arrangements

Off-balance sheet arrangements are transactions, agreements, or other contractual arrangements with an unconsolidated entity for which we have an obligation to the entity that is not recorded in our consolidated financial statements. We historically have not utilized off-balance sheet financial instruments, and do not plan to utilize off-balance sheet arrangements in the future to fund our working capital requirements, operations or growth plans.

We may issue stand-by letters of credit under the revolving credit facility. Letters of credit totaling $1.0$0.8 million were outstanding at each of December 26, 201529, 2018 and December 27, 2014, respectively.30, 2017. Those letters of credit are issued primarily to satisfy the requirements of workers compensation, general liability and other insurance policies. Each of the outstanding letters of credit has a one-year term from the date of issuance.


Other than in connection with executing operating leases, we do not have any off-balance sheet financing that has, or is reasonably likely to have, a material, current or future effect on our financial condition, cash flows, results of operations, liquidity, capital expenditures or capital resources. See “Contractual"Contractual Obligations and Commercial Commitments”Commitments" and Note 7,8, Operating Lease Commitments and Rent Expense, to the Consolidated Financial Statements included in this Annual Report on Form 10-K for information on our operating leases.

Foreign Currency

In fiscal 2015, approximately 71% of our products were purchased from vendors in a variety of foreign countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. Dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. To the extent that the U.S. Dollar changes in value relative to foreign currencies in the future, the price of the product for new purchase orders may change in equivalent U.S. Dollars.

The largest portion of our overseas purchases comes from China. The Chinese Yuan decreased in value to the U.S. Dollar by approximately 5.4% and 0.3% in fiscal 2015 and fiscal 2014, respectively. Any future changes in the value of the Chinese Yuan relative to the U.S. Dollar may result in a change in the cost of products that we purchase from China.

Impact of Inflation

The overall impact of inflation has not resulted in a significant change in labor costs or the cost of general services utilized.

The cost of many commodities that are used in our products has fluctuated over time resulting in increases and decreases in the cost of our products. In addition, we have periodically experienced increased transportation costs as a result of higher fuel prices. We will attempt to offset cost increases by passing along selling price increases to customers, using alternative suppliers and by sourcing purchases from other countries. However there can be no assurance that we will be successful in these efforts.

Related-Party Transactions

We have a noncancelablenon-cancelable operating lease for our primary operating facility from a partnership in which Steven L. Berman, our Executive Chairman, and his family members are partners.  Total annual rental payments each year to the partnership under the lease arrangement was $1.6 million in fiscal 2015 and $1.5 million in each of fiscal 20142018, fiscal 2017, and fiscal 2013.2016.  In the opinion of our Audit Committee, the terms and rates of this lease are no less favorable than those which could have been obtained from an unaffiliated party when the lease was renewed in November 2016.

Additionally, we have a non-cancelable operating lease for our Canadian operating facility with a corporation of which an employee and his family members are owners. Total rental payments to the corporation under the lease agreement were $0.7 million in fiscal 2012.2018 and $0.1 million in fiscal 2017. We did not make any payments to the corporation in fiscal 2016. This lease will expire on February 28, 2019.

We are a partner in a joint venture with one of our suppliers and we holdown a minority interest in another supplier.two other companies. Purchases from these supplierscompanies, since we acquired our investment interests were $9.9 million, $9.3 million and $5.6$20.3 million in fiscal 2015,2018 and $16.5 million in fiscal 20142017 and $13.6 million in fiscal 2013, respectively.2016.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon the Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. We regularly evaluate our estimates and judgments, including those related to allowance for doubtful accounts, revenue recognition, bad debts, customer credits, inventories, goodwilllong-lived assets, purchase accounting, and income taxes. Estimates and judgments are based upon historical experience and on various other assumptions believed to be accurate and reasonable under the circumstances. Actual results may differ materially from these estimates due to different assumptions or conditions. We believe the following critical accounting policies affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements.

Allowance for Doubtful Accounts. The preparation of our financial statements requires us to make estimates of the collectability of our accounts receivable. We specifically analyze accounts receivable and historical bad debts, customer creditworthiness, current economic trends, available insurance coverage and changes in customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. A significant percentage of our accounts receivable has been, and is expected to continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States. Our five largest customers accounted for 79% of net accounts receivable as of December 26, 201529, 2018 and 81%85% of net accounts receivable as of December 27, 2014.30, 2017. A bankruptcy or financial loss associated with a major customer could have a material adverse effect on our sales and operating results.

Revenue Recognition and Allowance for Customer Credits. Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer and collection is reasonably assured. We record estimates for cash discounts, product returns, promotional rebates, core returnsreturn deposits and other discounts in the period of the sale (“("Customer Credits”Credits").The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as a reduction of accounts receivable. Accrued customer rebates which we expect to settle in cash are classified as other accrued liabilities. Actual Customer Credits have not differed materially from estimated amounts for each period presented. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold.


Excess and Obsolete Inventory Reserves. We must make estimates of potential future excess and obsolete inventory costs. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements and product line updates. We maintain contact with our customer base in order to understand buying patterns, customer preferences and the life cycle of our products. Changes in customer requirements are factored into the reserves as needed.

Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets.  Long-lived assets, including property, plant, and equipment and amortizable identifiable intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The impairment review is a two-step process.  First, recoverability is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, the second step of the impairment test is performed and an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Goodwill is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired.   In regards to the annual test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.  During fiscal 20152018 and fiscal 2014,2017, we assessed the qualitative factors which could affect the fair values of our reporting units and determined that it was not more likely than not that the fair values of each reporting unit was less than its carrying amount.

Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based upon their respective fair market values, with any excess recorded as goodwill. Such fair market value assessments require judgements and estimates which may change over time and may cause the final amounts to differ materially from their original estimates. Any adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed twelve months.

Income Taxes. We follow the asset and liability method of accounting for deferred income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for the change in the deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’sentity's financial statements or tax returns. We must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Our judgments, assumptions and estimates relative to the current provision for income taxes takes into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our Consolidated Financial Statements. Our assumptions, judgments and estimates relative to the value of a deferred tax asset takes into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates.

New and Recently Adopted Accounting Pronouncements

Refer to Note 2, New and Recently Adopted Accounting Pronouncements, to the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein.


Item 7A. Quantitative and QualitativeQualitative Disclosures about Market Risk.

Our market risk is the potential loss arising from adverse changes in interest rates.  Substantially all of our available credit and  accounts receivable sale programs bear interest rates tied to LIBOR.  Under the terms of our revolving credit facility and customer-sponsored programs to sell accounts receivable, a change in either the lender’s base rate, LIBOR or discount rates under the accounts receivable sale programs would affect the rate at which we could borrow funds thereunder.  A one percentage point increase in LIBOR or the discount rates on the accounts receivable sale programs would have increased our interest expense on our variable rate debt, if any, and accounts receivable financing costs by approximately $3.4$3.8 million in each of fiscal 20152018 and $3.0 million in fiscal 2014.2017. This estimate assumes that our variable rate debt balance and the level of sales of accounts receivable remains constant for an annual period and the interest rate change occurs at the beginning of the period.  The hypothetical changes and assumptions may be different from what actually occurs in the future.

Historically we have not used, and currently do not intend to use derivative financial instruments for trading or to speculate on changes in interest rates or commodity prices. We are not exposed to any significant market risks, foreign currency exchange risks, or interest rate risks from the use of derivative instruments. We did not hold any foreign exchange forward contracts at December 26, 2015.29, 2018.

Item 8. Financial Statements and Supplementary Data.

Our financial statement schedule that is filed with this Annual Report on Form 10-K is listed in Part IV - Item 15, “Exhibits, Financial Statement Schedules.”


Report of Independent Registered Public Accounting Firm

TheTo the Board of Directors and Shareholders

Dorman Products, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Dorman Products, Inc. and subsidiaries (the Company) as of December 26, 201529, 2018 and December 27, 2014, and30, 2017, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the fiscal years in the three-yearthree‑year period ended December 26, 2015. In connection with our audits of29, 2018, and the related notes and the consolidated financial statements, we also have audited the financial statement schedule listed under Item 15(a)(2) (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2018 and December 30, 2017, and the results of its operations and its cash flows for each of the fiscal years in the three‑year period ended December 29, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 29, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dorman Products, Inc. and subsidiaries as of December 26, 2015 and December 27, 2014, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended December 26, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, Dorman Products, Inc. changed its method of accounting for deferred income taxes due to the adoption of Financial Accounting Standards Board Accounting Standards UpdateNo. 2015-17,.Balance Sheet Classification of Deferred Taxes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Dorman Products, Inc.’s internal control over financial reporting as of December 26, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 23, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP

We have served as the Company’s auditors since 2002.

Philadelphia, PAPennsylvania

February 23, 201626, 2019


DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the Year Ended 
(in thousands, except per share data)  December 26,
2015
   December 27,
2014
   December 28,
2013
 

Net sales

  $802,957    $751,476    $664,466  

Cost of goods sold

   494,907     464,275     403,498  
  

 

 

   

 

 

   

 

 

 

Gross profit

   308,050     287,201     260,968  

Selling, general and administrative expenses

   161,893     146,467     133,029  
  

 

 

   

 

 

   

 

 

 

Income from operations

   146,157     140,734     127,939  

Interest expense, net

   216     204     189  
  

 

 

   

 

 

   

 

 

 

Income before income taxes

   145,941     140,530     127,750  

Provision for income taxes

   53,612     50,543     45,830  
  

 

 

   

 

 

   

 

 

 

Net income

  $92,329    $89,987    $81,920  
  

 

 

   

 

 

   

 

 

 

Earnings per share:

      

Basic

  $2.60    $2.50    $2.25  

Diluted

  $2.60    $2.49    $2.24  

Weighted average shares outstanding:

      

Basic

   35,466     36,052     36,347  

Diluted

   35,538     36,190     36,624  

See accompanying Notes to Consolidated Financial Statements

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

For the Year Ended

 

(in thousands, except per share data)

 

December 29,

2018

 

 

December 30,

2017

 

 

December 31,

2016

 

Net sales

 

$

973,705

 

 

$

903,221

 

 

$

859,604

 

Cost of goods sold

 

 

600,424

 

 

 

544,572

 

 

 

521,530

 

Gross profit

 

 

373,281

 

 

 

358,649

 

 

 

338,074

 

Selling, general and administrative expenses

 

 

202,138

 

 

 

182,409

 

 

 

169,473

 

Income from operations

 

 

171,143

 

 

 

176,240

 

 

 

168,601

 

Other (expense) income, net

 

 

(8

)

 

 

348

 

 

 

(241

)

Income before income taxes

 

 

171,135

 

 

 

176,588

 

 

 

168,360

 

Provision for income taxes

 

 

37,533

 

 

 

69,989

 

 

 

62,311

 

Net income

 

$

133,602

 

 

$

106,599

 

 

$

106,049

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

4.04

 

 

$

3.14

 

 

$

3.07

 

Diluted

 

$

4.02

 

 

$

3.13

 

 

$

3.07

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

33,097

 

 

 

33,964

 

 

 

34,516

 

Diluted

 

 

33,207

 

 

 

34,052

 

 

 

34,598

 

 

(in thousands, except share data)  December 26,
2015
   December 27,
2014
 

Assets

    

Current assets:

    

Cash and cash equivalents

  $78,659    $47,656  

Accounts receivable, less allowance for doubtful accounts and customer credits of $86,986 and $79,179 in 2015 and 2014, respectively

   203,923     206,035  

Inventories

   193,725     173,523  

Prepaids and other current assets

   2,326     3,147  
  

 

 

   

 

 

 

Total current assets

   478,633     430,361  

Property, plant and equipment, net

   87,046     82,270  

Goodwill and intangible assets, net

   29,889     29,989  

Deferred tax asset, net

   7,557     2,451  

Other assets

   18,740     12,645  
  

 

 

   

 

 

 

Total

  $621,865    $557,716  
  

 

 

   

 

 

 

Liabilities and shareholders’ equity

    

Current liabilities:

    

Accounts payable

  $63,967    $59,541  

Accrued compensation

   10,970     10,713  

Other accrued liabilities

   23,633     20,579  
  

 

 

   

 

 

 

Total current liabilities

   98,570     90,833  

Other long-term liabilities

   5,259     4,822  

Commitments and contingencies (Note 10)

    

Shareholders’ equity:

    

Common stock, par value $0.01; authorized 50,000,000 shares; issued and outstanding 34,863,396 and 35,611,238 shares in 2015 and 2014, respectively

   349     356  

Additional paid-in capital

   42,799     43,413  

Retained earnings

   474,888     418,292  
  

 

 

   

 

 

 

Total shareholders’ equity

   518,036     462,061  
  

 

 

   

 

 

 

Total

  $621,865    $557,716  
  

 

 

   

 

 

 

See accompanying Notes to Consolidated Financial Statements.


DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYBALANCE SHEETS

 

(in thousands, except share data)  Common Stock  Additional
Paid-In
Capital
  Retained
Earnings
  Total 
   Shares
Issued
  Par
Value
    

Balance at December 29, 2012

   36,477,506   $365   $41,007   $291,500   $332,872  

Exercise of stock options

   93,509    1    550    —      551  

Compensation expense under Incentive Stock Plan

   —      —      960    —      960  

Purchase and cancellation of common stock

   (78,580  (1  (142  (3,346  (3,489

Cancellation of non-vested stock, net of issuances

   (17,626  —      —      —      —    

Other stock related activity, net of tax

   (9,851  —      744    83    827  

Net income

   —      —      —      81,920    81,920  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 28, 2013

   36,464,958   $365   $43,119   $370,157   $413,641  

Exercise of stock options

   66,500    1    462    —      463  

Compensation expense under Incentive Stock Plan

   —      —      1,146    —      1,146  

Purchase and cancellation of common stock

   (917,430  (9  (1,651  (41,859  (43,519

Issuance of non-vested stock, net of cancellations

   5,060    —      —      —      —    

Other stock related activity, net of tax

   (7,850  (1  337    7    343  

Net income

   —      —      —      89,987    89,987  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 27, 2014

   35,611,238   $356   $43,413   $418,292   $462,061  

Exercise of stock options

   31,305    —      93    —      93  

Compensation expense under Incentive Stock Plan

   —      —      882    —      882  

Purchase and cancellation of common stock

   (781,130  (7  (1,406  (35,911  (37,324

Issuance of non-vested stock, net of cancellations

   8,922    —      —      —      —    

Other stock related activity, net of tax

   (6,939  —      (183  178    (5

Net income

   —      —      —      92,329    92,329  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 26, 2015

   34,863,396   $349   $42,799   $474,888   $518,036  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(in thousands, except share data)

 

December 29,

2018

 

 

December 30,

2017

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

43,458

 

 

$

71,691

 

Accounts receivable, less allowance for doubtful accounts and customer

   credits of $91,531 and $97,193 in 2018 and 2017,  respectively

 

 

310,114

 

 

 

241,880

 

Inventories

 

 

270,504

 

 

 

212,149

 

Prepaids and other current assets

 

 

5,652

 

 

 

7,129

 

Total current assets

 

 

629,728

 

 

 

532,849

 

Property, plant and equipment, net

 

 

98,647

 

 

 

92,692

 

Goodwill

 

 

72,606

 

 

 

65,999

 

Intangible assets, net

 

 

25,164

 

 

 

22,158

 

Deferred tax asset, net

 

 

6,228

 

 

 

7,884

 

Other assets

 

 

55,184

 

 

 

44,342

 

Total

 

$

887,557

 

 

$

765,924

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

109,096

 

 

$

80,218

 

Accrued compensation

 

 

14,515

 

 

 

12,162

 

Other accrued liabilities

 

 

17,979

 

 

 

18,401

 

Total current liabilities

 

 

141,590

 

 

 

110,781

 

Other long-term liabilities

 

 

13,550

 

 

 

13,732

 

Deferred tax liabilities, net

 

 

4,794

 

 

 

6,604

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Common stock, par value $0.01; authorized 50,000,000 shares; issued

   and outstanding 33,004,861 and 33,571,524 shares in 2018 and

   2017, respectively

 

 

330

 

 

 

336

 

Additional paid-in capital

 

 

47,861

 

 

 

44,812

 

Retained earnings

 

 

679,432

 

 

 

589,659

 

Total shareholders' equity

 

 

727,623

 

 

 

634,807

 

Total

 

$

887,557

 

 

$

765,924

 

See accompanying Notes to Consolidated Financial Statements.


DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

(in thousands, except share data)

 

Shares

Issued

 

 

Par

Value

 

 

Paid-In

Capital

 

 

Retained

Earnings

 

 

Total

 

Balance at December 26, 2015

 

 

34,863,396

 

 

$

349

 

 

$

42,799

 

 

$

474,888

 

 

$

518,036

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Compensation expense under Incentive Stock Plan

 

 

 

 

 

 

 

 

2,380

 

 

 

 

 

 

2,380

 

Purchase and cancellation of common stock

 

 

(469,836

)

 

 

(5

)

 

 

(846

)

 

 

(23,827

)

 

 

(24,678

)

Issuance of non-vested stock, net of cancellations

 

 

131,123

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

Other stock related activity, net of tax

 

 

(7,050

)

 

 

 

 

 

(145

)

 

 

 

 

 

(145

)

Net income

 

 

 

 

 

 

 

 

 

 

 

106,049

 

 

 

106,049

 

Balance at December 31, 2016

 

 

34,517,633

 

 

$

345

 

 

$

44,187

 

 

$

557,110

 

 

$

601,642

 

Exercise of stock options

 

 

29,750

 

 

 

 

 

$

31

 

 

 

 

 

 

31

 

Compensation expense under Incentive Stock Plan

 

 

 

 

 

 

 

 

3,162

 

 

 

 

 

 

3,162

 

Purchase and cancellation of common stock

 

 

(1,025,475

)

 

 

(10

)

 

 

(1,848

)

 

 

(74,271

)

 

 

(76,129

)

Issuance of non-vested stock, net of cancellations

 

 

65,317

 

 

 

1

 

 

 

674

 

 

 

 

 

 

675

 

Other stock related activity, net of tax

 

 

(15,701

)

 

 

 

 

 

(1,394

)

 

 

221

 

 

 

(1,173

)

Net income

 

 

 

 

 

 

 

 

 

 

 

106,599

 

 

 

106,599

 

Balance at December 30, 2017

 

 

33,571,524

 

 

$

336

 

 

$

44,812

 

 

$

589,659

 

 

$

634,807

 

Exercise of stock options

 

 

10,572

 

 

 

 

 

 

200

 

 

 

 

 

 

200

 

Compensation expense under Incentive Stock Plan

 

 

 

 

 

 

 

 

3,460

 

 

 

 

 

 

3,460

 

Purchase and cancellation of common stock

 

 

(648,503

)

 

 

(7

)

 

 

(1,167

)

 

 

(44,177

)

 

 

(45,351

)

Issuance of non-vested stock, net of cancellations

 

 

83,891

 

 

 

1

 

 

 

1,798

 

 

 

 

 

 

1,799

 

Other stock related activity, net of tax

 

 

(12,623

)

 

 

 

 

 

(1,242

)

 

 

348

 

 

 

(894

)

Net income

 

 

 

 

 

 

 

 

 

 

 

133,602

 

 

 

133,602

 

Balance at December 29, 2018

 

 

33,004,861

 

 

$

330

 

 

$

47,861

 

 

$

679,432

 

 

$

727,623

 

See accompanying Notes to Consolidated Financial Statements.


DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  For the Year Ended 

 

For the Year Ended

 

(in thousands)  December 26,
2015
 December 27,
2014
 December 28,
2013
 

 

December 29,

2018

 

 

December 30,

2017

 

 

December 31,

2016

 

Cash Flows from Operating Activities:

    

 

 

 

 

 

 

 

 

 

 

 

 

Net income

  $92,329   $89,987   $81,920  

 

$

133,602

 

 

$

106,599

 

 

$

106,049

 

Adjustments to reconcile net income to cash provided by operating activities:

    

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, amortization and accretion

   16,186   12,658   10,159  

 

 

28,391

 

 

 

22,224

 

 

 

18,907

 

Provision for doubtful accounts

   3,260   308   194  

 

 

(570

)

 

 

299

 

 

 

1,221

 

(Benefit) provision for deferred income tax

   (5,106 (632 267  

Provision (benefit) from deferred income tax

 

 

(58

)

 

 

4,676

 

 

 

(4,888

)

Provision for non-cash stock compensation

   882   1,146   960  

 

 

3,460

 

 

 

3,162

 

 

 

2,380

 

Changes in assets and liabilities:

    

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

   (1,148 (25,566 (40,791

 

 

(66,403

)

 

 

(5,709

)

 

 

(27,824

)

Inventories

   (20,202 (13,136 (18,537

 

 

(46,835

)

 

 

(25,147

)

 

 

24,874

 

Prepaids and other current assets

   821   (522 840  

 

 

(853

)

 

 

(3,748

)

 

 

(790

)

Other assets

   (3,962 (6,757 (884

 

 

(3,897

)

 

 

(4,908

)

 

 

(4,590

)

Accounts payable

   5,389   (1,558 17,627  

 

 

26,957

 

 

 

3,718

 

 

 

8,662

 

Accrued compensation and other liabilities

   3,611   3,712   9,804  

 

 

4,318

 

 

 

(6,925

)

 

 

(2,462

)

  

 

  

 

  

 

 

Cash provided by operating activities

   92,060   59,640   61,559  

 

 

78,112

 

 

 

94,241

 

 

 

121,539

 

  

 

  

 

  

 

 

Cash Flows from Investing Activities:

    

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(28,040

)

 

 

(59,987

)

 

 

 

Property, plant and equipment additions

   (21,688 (29,862 (24,666

 

 

(26,106

)

 

 

(24,450

)

 

 

(20,059

)

Acquisition

   —      —     (1,897

Purchase of equity investment

   (2,133  —      —    
  

 

  

 

  

 

 

Purchase of equity investments

 

 

(5,000

)

 

 

(10,000

)

 

 

(6,195

)

Cash used in investing activities

   (23,821 (29,862 (26,563

 

 

(59,146

)

 

 

(94,437

)

 

 

(26,254

)

  

 

  

 

  

 

 

Cash Flows from Financing Activities:

    

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration payments

 

 

(2,036

)

 

 

 

 

 

 

Other stock related activity

 

 

249

 

 

 

(1,173

)

 

 

(145

)

Proceeds from exercise of stock options

   93   463   551  

 

 

201

 

 

 

31

 

 

 

 

Other stock related activity

   (5 343   827  

Purchase and cancellation of common stock

   (37,324 (43,521 (3,489

 

 

(45,352

)

 

 

(76,129

)

 

 

(24,678

)

  

 

  

 

  

 

 

Cash used in financing activities

   (37,236 (42,715 (2,111

 

 

(46,938

)

 

 

(77,271

)

 

 

(24,823

)

  

 

  

 

  

 

 

Effect of exchange rate changes on Cash and Cash Equivalents

 

 

(261

)

 

 

37

 

 

 

-

 

Net Increase (Decrease) in Cash and Cash Equivalents

   31,003  (12,937 32,885  

 

 

(28,233

)

 

 

(77,430

)

 

 

70,462

 

Cash and Cash Equivalents, Beginning of Period

   47,656   60,593   27,708  

 

 

71,691

 

 

 

149,121

 

 

 

78,659

 

  

 

  

 

  

 

 

Cash and Cash Equivalents, End of Period

  $78,659   $47,656   $60,593  

 

$

43,458

 

 

$

71,691

 

 

$

149,121

 

  

 

  

 

  

 

 

Supplemental Cash Flow Information

   ��

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest expense

  $281   $234   $201  

 

$

250

 

 

$

291

 

 

$

266

 

Cash paid for income taxes

  $57,151   $46,540   $44,291  

 

$

30,453

 

 

$

74,647

 

 

$

62,348

 

See accompanying Notes to Consolidated Financial Statements.


DORMAN PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 26, 201529, 2018

1.  Summary of Significant Accounting Policies

1.Summary of Significant Accounting Policies

Dorman Products, Inc. (“Dorman”("Dorman", the “Company”"Company", “we”, “us”, or “our”) is a leading supplier of Original Equipment (“OE”) Dealer “Exclusive”"Exclusive" automotive replacement parts, automotive hardware and brake products and household hardware to the Automotive Aftermarket and Mass Merchandise markets. Dorman parts are marketed under the OE Solutions™, Dorman Premium Chassis, HELP!®, TECHoice™Dorman Premium®, Dorman Premium RD®, MAS®, AutoGrade™, Conduct-Tite®Conduct-Tite®,  FirstStop™ and HD Solutions™ brand names.

We operate on a fifty-two, fifty-three week period ending on the last Saturday of the calendar year. The fiscal years ended December 26, 2015, December 27, 201429, 2018 (“fiscal 2018”) and December 28, 201330, 2017 (“fiscal 2017”) were fifty-two week periods. The fiscal year ended December 31, 2016 (“fiscal 2016”) was a fifty-three week period.

Principles of Consolidation. The Consolidated Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications.Reclassifications. Certain prior year amounts have been reclassified to conform with current-year presentation.

Cash and Cash Equivalents. We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.

Sales of Accounts Receivable. We have entered into several customer sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions.  Transactions under these agreements were accounted for as sales of accounts receivable and were removed from our Consolidated Balance Sheet at the time of the sales transactions.  During fiscal 2015,2018, fiscal 20142017 and fiscal 2013,2016, we sold $519.2$604.7 million, $477.9$582.9 million and $406.4$521.9 million, respectively, pursuant to these agreements. If receivables had not been sold, $335.9$378.5 million and $298.9$380.8 million of additional receivables would have been outstanding at December 26, 201529, 2018 and December 27, 2014,30, 2017, respectively, based on standard payment terms.  Selling, general and administrative expenses include $7.2$14.5 million, $6.2$11.4 million and $5.2$8.9 million in fiscal 2015,2018, fiscal 20142017 and fiscal 2013,2016, respectively, of financing costs associated with these accounts receivable sales programs.

Inventories. Inventories are stated at the lower of cost or market.net realizable value. Cost is determined by the first-in, first-out method.  Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements and product line updates.

Property, Plant and DepreciationEquipment. Property, plant and equipment are recorded at cost and depreciated over their estimated useful lives, which range from three to thirty-nine years, using the straight-line method for financial statement reporting purposes and accelerated methods for income tax purposes. The costs of maintenance and repairs are expensed as incurred. Renewals and betterments are capitalized. Gains and losses on disposals are included in operating results.


Estimated useful lives by major asset category are as follows:

 

Buildings and building improvements

10 to 39 years

Machinery, equipment and tooling

3 to 10 years

Software and computer equipment

3 to 10 years

Furniture, fixtures and leasehold improvements

3 to 15 years

Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets.  Long-lived assets, including property, plant, and equipment and amortizable identifiable intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The impairment review is a two-step process.  First, recoverability is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, the second

step of the impairment test is performed and an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Goodwill. Goodwill is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired.   In regards to the annual test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.  During fiscal 20152018 and fiscal 2014,2017, we assessed the qualitative factors which could affect the fair values of our reporting units and determined that it was not more likely than not that the fair values of each reporting unit was less than its carrying amount.

Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based upon their respective fair market values, with the excess recorded as goodwill. Such fair market value assessments require judgments and estimates which may change over time and may cause the final amounts to differ materially from their original estimates. These adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed twelve months.

Other Assets. Other assets include primarily long-term core inventory, deposits, and equity method investments.

Long-termCertain products we sell contain parts that can be recycled, or as more commonly referred to in our industry, remanufactured.  We refer to these parts as cores.  A used core is remaufactured and sold to the customer as a replacement for a unit inside a vehicle. Customers and end-users that purchase remanufactured products will generally return the used core to us, which we then use in the remanufacturing process to make another finished good.  Our core inventory of $14.6 million and $10.2 million as of December 26, 2015 and December 27, 2014, respectively, represents products used in remanufacturing processes, and consists of used cores purchased and held in our facilities, used cores that are in the process of being returned from our customers and end-users, and remanufactured cores held in finished goods inventory at our facilities.  A used core is reconditioned and sold to the customer as a replacement for a unit inside a vehicle. Our products that utilize a core primarily include instrument clusters, hybrid batteries, radios, and hybrid batteries. Customersclimate control modules.

Long-term core inventory was $28.1 million and end-users that purchase remanufactured products will generally return the used core to us, which we then use in the remanufacturing process to make another finished good.$20.2 million as of December 29, 2018 and December 30, 2017, respectively.  Long-term core inventory is recorded at the lower of cost or marketnet realizable value.  Cost is determined based on actual purchases of core inventory.  We believe that the most appropriate classification of core inventory is a long-term asset. According to guidance provided under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification(“ASC”), current assets are defined as “assets or resources commonly identified as those which are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business.” The determination of the long-term classification is based on our view that the value of the cores is not expected to be consumed or realized in cash during our normal annual operating cycle.


We also have investments that we account for according to the equity method of accounting. The total book value of these investments was $18.4 million as of December 29, 2018 and $21.1 million as of December 30, 2017 and these investments provided us $2.2 million and $3.3 million of income during fiscal 2018 and fiscal 2017, respectively. Additionally, in fiscal 2018 we purchased an investment that we account for according to the cost method of accounting. The book value of this investment was $5.0 million as of December 29, 2018.

Other Accrued Liabilities.Other accrued liabilities include primarily accrued customer rebates which we expect to settle in cash of $15.0 million and $14.3$6.3 million as of December 26, 201529, 2018 and $6.8 million as of December 27, 2014, respectively.30, 2017. Also included are accrued commissions, accrued income taxes, insurance liabilities, product warranties, and other current liabilities. We warrant our products against certain defects in material and workmanship when used as designed on the vehicle on which it was originally installed. We offer a limited lifetime warranty on most of our products. Our warranty limits the end-user’s remedy to the repair or replacement of the part that is defective. Product warranty reserves, which arewere $0.6 million as of December 29, 2018 and $0.5 million as of December 26, 2015 and $0.1 million as of December 27, 2014,30, 2017, are based upon actual experience and forecasts using the best historical and current claim information available. Provisions and payments related to product warranty reserves were not material in fiscal 2015,2018, fiscal 20142017 or fiscal 2013.2016.

Revenue Recognition and Allowance for Customer Credits. Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer and collection is reasonably assured. We record estimates for cash discounts, product returns, promotional rebates, core returns,return deposits, and other discounts in the period of the sale (“("Customer Credits”Credits"). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as a reduction of accounts receivable. Accrued customer credits which we expect to settle in cash are classified as other accrued liabilities. Actual Customer Credits have not differed materially from estimated amounts for each period presented.amounts. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold.

As noted above, Customer Credits include core return deposits which are an estimate of the amount we believe we will refund to our customers when used cores are returned to us.  The price we invoice to customers for remanufactured cores contain both the amount we charge to remanufacture the part and a deposit for the core.  We charge a core deposit to encourage the customer to return the used core to us so that it can be used in our remanufacturing process.  We allow our customers up to twenty-four months to return the used core to us.  Core return deposits are reserved based on the expected deposits to be issued to customers based on historical returns.

Research and Development. Research and development costs are expensed as incurred. Research and development costs totaling $16.8$20.1 million in fiscal 2015, $15.82018, $20.0 million in fiscal 20142017 and $13.4$18.9 million in fiscal 20132016 have been recorded in selling, general and administrative expenses in the Consolidated Statements of Operations.

Stock-Based Compensation. At December 26, 201529, 2018 and December 27, 2014,30, 2017, we had one stock-based employee compensation plan, which is described more fully in Note 11,13, Capital Stock. We record equity-classified compensation expense for all awards granted. The value of restricted stock issued is based on the fair value of our common stock on the grant date. The fair value of stock options granted was determined using the Black-Scholes option valuation model.

Income Taxes. We follow the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax

assets or liabilities at the end of each period are determined using the enacted tax rate expected to be in effect when taxes are actually paid or recovered.

Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are


classified as income tax expense in the Consolidated Statements of Operations. The Company does not anticipate significantmaterial changes in the amount of unrecognized income tax benefits over the next year.

Concentrations of Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. All cash equivalents are managed within established guidelines which limit the amount which may be invested with one issuer. A significant percentage of our accounts receivable have been, and will continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States. Our five largest customers accounted for 79% of net accounts receivable as of December 26, 201529, 2018 and 81%85% of net accounts receivable as of December 27, 2014.30, 2017. We continually monitor the credit terms and credit limits to these and other customers.  In fiscal 2015,2018, approximately 71%77% of our products were purchased from suppliers located in a variety of foreign countries, with the largest portion coming from China.

Fair Value Disclosures. The carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. Additionally, the fair value of assets acquired and liabilities assumed are determined at the date of acquisition. We did not hold any foreign currency forward contracts at December 26, 201529, 2018 or December 27, 2014.30, 2017.  

2.  New and Recently Adopted Accounting Pronouncements

2.New and Recently Adopted Accounting Pronouncements

In May 2014,On December 31, 2017, the beginning of our 2018 fiscal year, we adopted FASB issued ASU No. 2014-09,Revenue from Contracts with Customers,which requiresoutlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new guidance is based on the principle that an entity toshould recognize the amount of revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which itthe entity expects to be entitled in exchange for the transfer of promisedthose goods or servicesservices. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgment and changes in judgments and assets recognized from costs incurred to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. As originally issued, the new standard would have been effective for annual periods beginning after December 15, 2016. The FASB has amended the standard to be effective for annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method.fulfill a contract. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect ofadopted the standard on our consolidated financial statementsDecember 31, 2017 using the modified retrospective transaction method and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11,Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The amendments in this guidance doadoption did not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. Within the scope of this new guidance, an entity should measure inventory at the lower of cost and net realizable value; where, net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The new guidance must be applied onhave a prospective basis. We are evaluating thematerial effect that the new guidance will have on our consolidated financial statementsposition, results of operations and related disclosures.

In November 2015, the FASB issued ASU No. 2015-17,Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement ofinternal controls over financial position. The amendments eliminate the guidance in Topic 740 that requires an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified statement of financial position. The new guidance is effectivereporting. See Note 12 for annual periods beginning after December 15, 2016, with early adoption permitted. The new guidance may be appliedadditional information on a prospective basis to all deferred tax liabilities and assets or retrospectively to all periods presented. We adopted this standard in fiscal 2015, electing to apply this amendment on a retrospective basis. As a result of the adoption of ASU No. 2015-17, we made the following adjustments to the fiscal 2014 balance sheet: a $25.1 million decrease in current deferred tax assets, a $2.5 million increase in non-current deferred tax assets and a $22.6 million decrease in non-current deferred tax liabilities.revenue recognition.

In January 2016, the FASB issued ASU No. 2016-01,Financial Instruments-OverallInstruments – Overall, which relates to the recognition and measurement of financial assets and liabilities. The new guidance makes targeted improvements to GAAP impacting equity investments (other than those accounted for under the equity method or consolidated), financial liabilities accounted for under the fair value election, and presentation and disclosure requirements for financial instruments, among other changes. The new guidance is effective for annual periods beginning after December 15, 2017, with early adoption prohibited other than for certain provisions. Adoption of this ASU did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which replaces existing lease guidance. The ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. The new guidance will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new guidance will also result in enhanced quantitative and qualitative disclosures surrounding leases. The new guidance is effective for annual periods beginning after December 15, 2018, with early application permitted. The new standard is required to be applied with a modified retrospective approach. We have collected relevant data in order to evaluate lease arrangements, assess potential embedded leases, evaluate accounting policy elections and evaluate our processes and internal controls to identify any changes necessary as a result of the new guidance. Our assessment of the quantitative impact is an estimate and is subject to change as we finalize our implementation of the new guidance. We expect the adoption of this new guidance to result in a right-of-use asset between $30.0 and $36.0 million and lease liability between $34.0 and $40.0 million on our consolidated balance sheet, as well as enhanced disclosure regarding the Company’s lease obligations, but we do not expect the adoption to result in a material impact to the Company’s results of operations or cash flows.


In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies and provides guidance on eight cash flow classification issues and is intended to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  ASU 2016-15 was effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. We adopted the new guidance on December 31, 2017 and the adoption did not have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the need to perform a hypothetical purchase price allocation to measure goodwill impairment. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are evaluating the impacteffect that the new guidance will have, however, we do not believe the new guidance will have a material impact on itsour consolidated financial statements and related disclosures.

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of the current employee share-based payment guidance to include share-based payments issued to nonemployees to substantially aligns the accounting for share-based payments for nonemployees with those made to employees including, the fair value measurement, measurement date and classification of certain awards. The new guidance is effective for fiscal years beginning after December 15, 2018, with early application permitted. We are evaluating the new guidance, however, we do not believe the new guidance will have a material impact on our consolidated financial statements and related disclosures.

3.Acquisition

3.  Business Acquisitions and Investments

Flight Systems Automotive Group LLC

On May 17, 2013,August 31, 2018, we acquired 100% of the outstanding stock of Flight Systems Automotive Group LLC (“Flight Systems” or “Flight”), a privately-held manufacturer and remanufacturer of complex automotive electronics and diesel fuel system components, based in Lewisberry, Pennsylvania.  The purchase price was $27.5 million.  We believe complex electronics and diesel fuel system components represent important growth opportunities for us and Flight’s product portfolio delivers valuable alternatives to aftermarket professionals.

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill.

In connection with this acquisition, we preliminary recorded $5.5 million in goodwill, $5.3 million of identified intangibles, and $16.7 million of other net assets, primarily $2.0 million of accounts receivables, $9.1 million of inventory, $4.4 million of fixed assets, and $1.2 million of net other assets and liabilities. The estimated fair value of the Flight assets acquired and liabilities assumed are provisional as of December 29, 2018 and are based on information that is currently available to the Company. Additional information about conditions that existed as of the date of acquisition are being gathered to finalize these provisional measurements, particularly with respect to net working capital, intangible assets, deferred income taxes and tax liabilities. Accordingly, the measurement of Flight’s assets acquired and liabilities assumed may change significantly upon finalization of the Company’s valuations and completion of the purchase price allocation, both of which are expected to occur no later than one year from the acquisition date.

The valuation of the intangible assets acquired and related amortization periods are as follows:

(in thousands)

 

Valuation

 

 

Amortization Period (in years)

 

Customer relationships

 

$

3,080

 

 

 

8

 

Tradenames

 

 

1,990

 

 

15

 

Other

 

 

240

 

 

 

5

 

     Total

 

$

5,310

 

 

 

 

 

The preliminary fair values of the Customer relationships and Tradenames were estimated using a discounted present value income approach.


The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of Flight and other factors. The goodwill is expected to be deductible for tax purposes.

The financial results of the acquisition have been included in the Consolidated Financial Statements since the date of acquisition. Flight generated $7.8 million of net sales and an immaterial amount of net income since the date of acquisition.

MAS Automotive Distribution Inc.

On October 26, 2017, we acquired 100% of the outstanding stock of MAS Automotive Distribution Inc. (“MAS Industries” or “MAS”), a privately-held manufacturer of premium chassis and control arms based in Montreal, Canada.  The purchase price was $67.2 million net of $3.3 million of cash acquired and including contingent consideration and other purchase price adjustments.  

The Company believes MAS is complementary to our business and growth strategy. We see opportunities to leverage MAS’ existing presence in the automotive aftermarket, as well as our product development capabilities and financial resources to accelerate the growth of MAS’ premium chassis and control arms.

We have included the results of MAS in our Consolidated Financial Statements since the acquisition date of October 26, 2017. The Consolidated Statement of Operations for the year ended December 29, 2018 includes $40.3 million of net sales and an immaterial amount of net income related to MAS. The Consolidated Balance Sheets as of December 29, 2018 and December 30, 2017 reflect the acquisition of MAS Industries, effective October 26, 2017.  

The following table summarizes the preliminary fair value of the total consideration at October 26, 2017:

(in thousands)

 

Total Acquisition Date Fair Value

 

Cash consideration (net of $3.3 million cash received)

 

$

56,859

 

Contingent cash consideration

 

 

7,982

 

Seller liability assumed

 

 

896

 

Working capital adjustment

 

 

1,486

 

Total consideration assigned to net assets acquired

 

$

67,223

 

Included in the table above is $8.0 million of estimated contingent payments which represents the fair value of the estimated payments which will become due if certain sales thresholds are achieved through December 2020. The fair value of the contingent cash consideration was estimated by using an option pricing model framework, which represents our own assumptions and data, and is based on our best available information. As of December 29, 2018, we had $7.9 million recorded which includes $0.3 million of accretion which was included in Selling, General and Administrative expenses in fiscal 2018, related to this payment. The maximum contingent payment would be $11.7 million. Additionally, during fiscal 2018, we finalized working capital and other purchase price adjustments based on the MAS standalone audited 2017 financial statements, resulting in a payment to the former shareholder of $1.5 million. This amount had previously been accrued on our Consolidated Balance Sheet.

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed as of October 26, 2017 (in thousands):


(in thousands)

 

October 26, 2017

(As initially reported)

 

 

Measurement period adjustments

 

 

October 26, 2017

(As adjusted)

 

Current assets (net of $3.3 million cash received)

 

$

21,756

 

 

$

90

 

 

$

21,846

 

Property, plant and equipment

 

 

1,615

 

 

 

-

 

 

 

1,615

 

Intangible assets

 

 

20,440

 

 

 

-

 

 

 

20,440

 

Goodwill

 

 

35,624

 

 

 

(193

)

 

 

35,431

 

     Total assets acquired

 

 

79,435

 

 

 

(103

)

 

 

79,332

 

Current liabilities

 

 

5,691

 

 

 

(50

)

 

 

5,641

 

Long-term liabilities

 

 

6,468

 

 

 

-

 

 

 

6,468

 

     Total liabilities assumed

 

 

12,159

 

 

 

(50

)

 

 

12,109

 

Net assets acquired

 

$

67,276

 

 

$

(53

)

 

$

67,223

 

Our measurement period adjustments for MAS were complete as of September 29, 2018.

The valuation of the intangible assets acquired and related amortization periods are as follows:

(in thousands)

 

Valuation

 

 

Amortization Period (in years)

Customer relationships

 

$

14,840

 

 

8-12

Tradenames

 

 

5,600

 

 

15

     Total

 

$

20,440

 

 

 

The fair values of the Customer relationships and Tradenames were estimated using a discounted present value income approach.  Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life.  To calculate fair value, we used cash flows discounted at rates ranging from 15% to 17%, which were considered appropriate given the inherent risks associated with each type of asset.  We believe that the level and timing of cash flows appropriately reflect market participant assumptions.

The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of MAS and other factors.  The goodwill is expected to be deductible for tax purposes.

On January 27, 2017 we acquired a 33% minority equity interest in a supplier for $10.0 million.  We are accounting for our interest using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee.

On January 6, 2017, we acquired certain assets of Ingalls Engineering Company, Inc., a chassis and assumed certain liabilities of Re-Involt Technologies, LLC, a remanufacturer of hybrid battery systems,suspension business, primarily to expand our product portfolio. The purchase price was approximately $3.7$4.8 million, comprised of $1.9$3.1 million inof cash and $1.8$1.7 million of estimated contingent payments toas of the former owner.date of acquisition. The contingent payment arrangement is based upon future earnings levelsnet sales of the acquired business. In December 2014, we reduced our liability for the contingent payment arrangement by $1.0 million based upon our estimates of future earnings. In connection with this acquisition, we have completed our purchase price allocation procedures and recorded $3.6$2.8 million in goodwill and other intangible assets alland $2.0 million of which we expectother net assets. All of the intangible assets resulting from the asset purchase are expected to be deductible for tax purposes. The financial results of the acquired businessacquisition have been included in the Consolidated Financial Statements since the acquisition date.

 

4.Inventories

4.  Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products.

Inventories were as follows:

 

(in thousands)  December 26,
2015
   December 27,
2014
 

 

December 29,

2018

 

 

December 30,

2017

 

Bulk product

  $78,533    $65,603  

 

$

122,111

 

 

$

82,010

 

Finished product

   112,012     105,117  

 

 

144,897

 

 

 

126,827

 

Packaging materials

   3,180     2,803  

 

 

3,496

 

 

 

3,312

 

  

 

   

 

 

Total

  $193,725    $173,523  

 

$

270,504

 

 

$

212,149

 

  

 

   

 

 

 

5.Property, Plant and Equipment

5.  Property, Plant and Equipment

Property, plant and equipment include the following:

 

(in thousands)

  December 26,
2015
   December 27,
2014
 

 

December 29,

2018

 

 

December 30,

2017

 

Buildings

  $29,056    $29,185  

 

$

34,943

 

 

$

32,623

 

Machinery, equipment and tooling

   76,991     66,441  

 

 

115,656

 

 

 

97,701

 

Furniture, fixtures and leasehold improvements

   4,015     3,974  

 

 

6,199

 

 

 

4,319

 

Software and computer equipment

   69,607     65,525  

 

 

79,349

 

 

 

77,618

 

  

 

   

 

 

Total

   179,669     165,125  

 

 

236,147

 

 

 

212,261

 

Less-accumulated depreciation and amortization

   (92,623   (82,855

 

 

(137,500

)

 

 

(119,569

)

  

 

   

 

 

Property, plant and equipment, net

  $87,046    $82,270  

 

$

98,647

 

 

$

92,692

 

  

 

   

 

 

 

6.Long-Term Debt

We haveDepreciation and amortization expenses associated with property, plant, and equipment were $25.4 million, $21.5 million, and $18.7 million in fiscal 2018, fiscal 2017, and fiscal 2016, respectively.

6.  Goodwill and Intangible Assets

Goodwill

Goodwill included the following:

(in thousands)

 

December 29,

2018

 

 

December 30,

2017

 

Balance at beginning of period

 

$

65,999

 

 

$

28,146

 

Goodwill acquired

 

 

6,800

 

 

 

37,853

 

Measurement period adjustment

 

 

(193

)

 

 

-

 

Balance at end of period

 

$

72,606

 

 

$

65,999

 

Intangible Assets

Intangible assets, subject to amortization, included the following:

 

 

 

 

 

 

December 29, 2018

 

 

December 30, 2017

 

(dollars in thousands)

 

Weighted Average Amortization Period (years)

 

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

Intangible assets subject to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Tradenames

 

 

14.1

 

 

$

7,590

 

 

$

516

 

 

$

7,074

 

 

$

5,600

 

 

$

62

 

 

$

5,538

 

   Customer relationships

 

 

8.9

 

 

 

20,130

 

 

 

2,582

 

 

 

17,548

 

 

 

17,049

 

 

 

772

 

 

 

16,277

 

   Technology

 

 

13.0

 

 

 

367

 

 

 

49

 

 

 

318

 

 

 

367

 

 

 

24

 

 

 

343

 

   Other

 

 

4.7

 

 

 

240

 

 

 

16

 

 

 

224

 

 

 

-

 

 

 

-

 

 

 

-

 

   Total

 

 

 

 

 

$

28,327

 

 

$

3,163

 

 

$

25,164

 

 

$

23,016

 

 

$

858

 

 

$

22,158

 


Amortization expense was $2.3 million in fiscal 2018 and $0.5 million in each of fiscal 2017 and $0.1 million in fiscal 2016. The estimated future amortization expense for intangible assets is summarized as follows:

(in thousands)

 

 

 

 

2019

 

$

2,679

 

2020

 

 

2,679

 

2021

 

 

2,679

 

2022

 

 

2,679

 

2023

 

 

2,663

 

Thereafter

 

 

11,785

 

Total

 

$

25,164

 

7.  Long-Term Debt

In December 2017, we entered into a $30.0 millioncredit agreement which will expire in December 2022.  This agreement provides for an initial revolving credit facility which expires in June 2017.of $100.0 million and gives us the ability to request increases of up to an incremental $100.0 million.  This agreement replaces our previous $30.0 million credit agreement. Borrowings under the facility are on an unsecured basis with interest rates ranging from LIBOR plus 65 basis points to LIBOR plus 250125 basis points based upon the achievementratio of certain benchmarks related to the ratio ofconsolidated funded debt to consolidated EBITDA, as defined by ourthe credit agreement. The interest rate at December 26, 201529, 2018 was LIBOR plus 65 basis points (1.07%(3.17%). ThereThe credit agreement also contains other covenants, including those related to the ratio of certain consolidated fixed charges to consolidated EBITDA, capital expenditures, and share repurchases, each as defined by the credit agreement.  The new credit agreement also requires us to pay an unused fee of 0.10% on the average daily unused portion of the facility. As of December 29, 2018, we were in compliance with all financial covenants contained in the credit agreement. As of December 29, 2018, there were no borrowings under the facility as of December 26, 2015. As of December 26, 2015,and we had two outstanding letters of credit for approximately $1.0$0.8 million in the aggregate which were issued to secure ordinary course of business transactions. Net of these letters of credit, we had approximately $29.0$99.2 million available under the facility at December 26, 2015. The credit agreement also contains covenants, the most restrictive of which pertain to net worth29, 2018.

8.  Operating Lease Commitments and the ratio of debt to EBITDA. As of December 26, 2015, we were in compliance with all financial covenants contained in the revolving credit facility.Rent Expense

7.Operating Lease Commitments and Rent Expense

We lease certain equipment and operating facilities, including our primary operating facility which is leased from a partnership described in Note 8,9, Related Party Transactions, under non-cancelable operating leases. Approximate future minimum rental payments as of December 26, 201529, 2018 under these leases are summarized as follows:

 

(in thousands)

    

 

 

 

 

2016

  $3,967  

2017

   3,902  

2018

   1,973  

2019

   72  

 

$

5,489

 

2020

   —    

 

 

5,416

 

2021

 

 

4,972

 

2022

 

 

4,599

 

2023

 

 

3,013

 

Thereafter

   —    

 

 

24,297

 

  

 

 

Total

  $9,914  

 

$

47,786

 

  

 

 

Rent expense, including payments for short-term equipment and storage rentals, was $4.5$6.9 million in fiscal 2015, $4.12018, $5.4 in fiscal 2017, and $4.2 million in fiscal 2014 and $3.7 million in fiscal 2013.2016.

9.  Related Party Transactions

8.Related Party Transactions

We have a non-cancelable operating lease for our primary operating facility from a partnership in which Steven L. Berman, our Executive Chairman, and his family members are partners. Total rental payments each year to the partnership under the lease arrangement were $1.6 million in each of fiscal 2015 and $1.5 million in2018, fiscal 20142017 and fiscal 2013.2016. This lease was renewed during November 2016, effective as of January 1, 2018, and will expire on December 31,


2022. In the opinion of our Audit Committee, the terms and rates of this lease were no less favorable than those which could have been obtained from an unaffiliated party when the lease was renewed during November 2016.

Additionally, we have a non-cancelable operating lease for our Canadian operating facility from a corporation of which an employee and his family members are owners. Total rental payments to the corporation under the lease agreement were $0.7 million in fiscal 2012. The2018 and $0.1 million in fiscal 2017. We did not make any payments to the corporation in fiscal 2016. This lease will expire on December 31, 2017.February 28, 2019. We are in the process of transferring the distribution activities of this facility to our Portland, TN facility.

We are a partner in a joint venture with one of our suppliers and we own a minority interest in another supplier.two other companies. Purchases from these supplierscompanies, since we acquired our investment interests were $9.9 million, $9.3 million and $5.6$20.3 million in fiscal 2015,2018 and $16.5 million in fiscal 20142017 and $13.6 million in fiscal 2013, respectively.2016.

10.  Income Taxes

 

9.Income Taxes

U.S. Tax Reform: Tax Cuts and Jobs Act

On December 22, 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted in the United States. The TCJA represents sweeping changes in U.S. tax law.  Among the numerous changes in tax law, the TCJA permanently reduces the U.S. corporate income tax rate to 21% beginning in 2018; allows 100% expensing for qualified property placed in service after September 27, 2017; imposes a one-time transition tax on deferred foreign earnings; establishes a participation exemption system by allowing a 100% dividends received deduction on qualifying dividends paid by foreign subsidiaries; limits deductions for net interest expense; and expands the U.S. taxation of foreign earned income to include "global intangible low taxed income".

The TCJA represents the first significant change in U.S. tax law in over 30 years. In response to the TCJA, the Staff of the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 ("SAB No. 118") to provide guidance to registrants in applying ASC Topic 740 in connection with the TCJA. SAB No. 118 provides that in the period of enactment, the income tax effects of the TCJA may be reported as a provisional amount based on a reasonable estimate (to the extent a reasonable estimate can be determined), which would be subject to adjustment during a "measurement period". The measurement period begins in the reporting period of the TCJA's enactment and ends when a registrant has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements under ASC Topic 740. SAB No. 118 also describes supplemental disclosures that should accompany the provisional amounts.

As permitted by SAB No. 118, the net tax expense recorded in our financial statements for the fourth fiscal quarter of 2017 due to the enactment of the TCJA is considered "provisional," based on reasonable estimates. As of December 29, 2018 we have finalized our analysis of the TCJA and no material adjustments to the provisional amounts have been recorded. We continue to assess the impacts of the TCJA on future years and monitor the Internal Revenue Service guidance intended to interpret the TCJA provisions. We recognized tax expense of $4.4 million in fiscal 2017 to remeasure our net deferred tax assets at the lower 21% rate.

The TCJA transitions the U.S. from a worldwide tax system to a territorial tax system. Under previous law, companies could indefinitely defer U.S. income taxation on unremitted foreign earnings. The TCJA imposed a one-time transition tax on deferred foreign earnings of 15.5% for liquid assets and 8% for illiquid assets, payable in defined increments over eight years. We did not recognize any transition tax expense due to having no accumulated earnings and profits in our non-U.S. subsidiaries.  


The components of the income tax provision (benefit) are as follows:

 

(in thousands)

  2015   2014   2013 

 

2018

 

 

2017

 

 

2016

 

Current:

      

 

 

 

 

 

 

 

 

 

 

 

 

Federal

  $55,140    $48,293    $42,458  

 

$

33,362

 

 

$

56,641

 

 

$

61,251

 

State

   3,578     2,882     3,105  

 

 

2,618

 

 

 

8,293

 

 

 

5,948

 

  

 

   

 

   

 

 
   58,718     51,175     45,563  

Foreign

 

 

1,611

 

 

 

379

 

 

 

-

 

  

 

   

 

   

 

 

 

 

37,591

 

 

 

65,313

 

 

 

67,199

 

Deferred:

      

 

 

 

 

 

 

 

 

 

 

 

 

Federal

   (4,874   (597   249  

 

 

1,398

 

 

 

4,582

 

 

 

(4,563

)

State

   (232   (35   18  

 

 

186

 

 

 

343

 

 

 

(325

)

  

 

   

 

   

 

 
   (5,106   (632   267  

Foreign

 

 

(1,642

)

 

 

(249

)

 

 

-

 

  

 

   

 

   

 

 

 

 

(58

)

 

 

4,676

 

 

 

(4,888

)

Total

  $53,612    $50,543    $45,830  

 

$

37,533

 

 

$

69,989

 

 

$

62,311

 

  

 

   

 

   

 

 

The following is a reconciliation of income taxes at the statutory tax rate to the Company’sCompany's effective tax rate:

 

  2015 2014 2013 

 

2018

 

 

2017

 

 

2016

 

Federal taxes at statutory rate

   35.0 35.0 35.0

 

 

21.0

%

 

 

35.0

%

 

 

35.0

%

State taxes, net of federal tax benefit

   1.8   1.2   1.6  

 

 

1.3

 

 

 

3.4

 

 

 

2.2

 

Research and development tax credit

   (0.2 (0.4 (0.7

 

 

(0.4

)

 

 

(0.3

)

 

 

(0.2

)

Federal permanent items

 

 

(0.1

)

 

 

(0.4

)

 

 

 

Tax reform

 

 

 

 

 

2.5

 

 

 

 

Other

   0.1   0.2    —    

 

 

0.1

 

 

 

(0.6

)

 

 

 

  

 

  

 

  

 

 

Effective tax rate

   36.7 36.0 35.9

 

 

21.9

%

 

 

39.6

%

 

 

37.0

%

  

 

  

 

  

 

 

At December 26, 2015,29, 2018, we had $1.9$2.4 million of unrecognized tax benefits, $1.3$2.1 million of which would affect our effective tax rate if recognized.

The following table summarizes the change in uncertain tax benefits for the three years ended December 26, 2015:29, 2018:

 

(in thousands)

  2015   2014   2013 

 

2018

 

 

2017

 

 

2016

 

Balance at beginning of year

  $1,163    $1,201    $1,785  

 

$

2,301

 

 

$

3,567

 

 

$

1,855

 

Reductions due to lapses in statutes of limitations

   —       (301   (30

 

 

(95

)

 

 

(181

)

 

 

 

Reductions due to tax positions settled

   (177   —       (271

 

 

(368

)

 

 

(4,543

)

 

 

(109

)

Reductions due to reversals of prior year positions

   (20   (38   (736

 

 

(4

)

 

 

 

 

 

(212

)

Additions based on tax positions taken during the prior period

 

 

 

 

 

3,005

 

 

 

 

Additions based on tax positions taken during the current period

   889     301     453  

 

 

556

 

 

 

453

 

 

 

2,033

 

  

 

   

 

   

 

 

Balance at end of year

  $1,855    $1,163    $1,201  

 

$

2,390

 

 

$

2,301

 

 

$

3,567

 

  

 

   

 

   

 

 

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 26, 2015,29, 2018, we had approximately $0.2$0.6 million of accrued interest and penalties related to uncertain tax positions.


Deferred income taxes result from timing differences in the recognition of revenue and expense for tax and financial statement purposes. The sources of temporary differences are as follows:

 

(in thousands)

  December 26,
2015
   December 27,
2014
 

 

December 29,

2018

 

 

December 30,

2017

 

Assets:

    

 

 

 

 

 

 

 

 

Inventories

  $8,685    $7,989  

 

$

9,006

 

 

$

7,335

 

Accounts receivable

   18,954     15,652  

 

 

11,052

 

 

 

11,732

 

Accrued expenses

   2,435     1,780  

 

 

1,792

 

 

 

1,664

 

Foreign tax credits

 

 

1,050

 

 

 

 

Other

   214     197  

 

 

 

 

 

261

 

  

 

   

 

 

Gross deferred tax assets

   30,288     25,618  
  

 

   

 

 

Total deferred tax assets

 

 

22,900

 

 

 

20,992

 

Valuation allowance

 

 

(1,050

)

 

 

 

Net deferred tax assets

 

 

21,850

 

 

 

20,992

 

Liabilities:

    

 

 

 

 

 

 

 

 

Depreciation

   13,207     13,406  

 

 

9,094

 

 

 

7,936

 

Goodwill and intangible assets

   9,524     9,761  

 

 

11,310

 

 

 

11,776

 

  

 

   

 

 

Other

 

 

12

 

 

 

 

Gross deferred tax liabilities

   22,731     23,167  

 

 

20,416

 

 

 

19,712

 

  

 

   

 

 

Net deferred tax assets

  $7,557    $2,451  

 

$

1,434

 

 

$

1,280

 

  

 

   

 

 

Based on our history of taxable income and our projection of future earnings, we believe that it is more likely than not that sufficient taxable income will be generated in the foreseeable future to realize the remaining net deferred tax assets.

We file income tax returns in the United States, India, China, Canada and Mexico.  All years before 20122015 are closed for federal tax purposes. The examination by the Internal Revenue Service for the 2011 and 2012 tax years resulted in de minimis adjustments. We are currently under examination by one state tax authority for years 2009-2012. Tax years before 20112014 are closed for the remaining states in which we file. We filedTax years before 2015 are closed for tax returnspurposes in Sweden through 2012China and Canada. All tax years remain open for Mexico and all tax years prior to 2009 are closed. It is reasonably possible that audit settlements, the conclusion of current examinations or the expiration of the statute of limitations could impact the Company’s unrecognized tax benefits.closed for Sweden.

11.  Commitments and Contingencies

10.Commitments and Contingencies

Shareholders’ Agreement. A shareholders’ agreement was entered into in September 1990 and amended and restated on July 1, 2006. Under the agreement, each of the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman, Fred Berman, Deanna Berman and additional shareholders named in the agreement has, among other things, granted the others of them rights of first refusal, exercisable on a pro rata basis or in such other proportions as the exercising shareholders may agree, to purchase shares of our common stock which any of them, or upon their deaths their respective estates, proposes to sell to third parties. We have agreed with these shareholders that, upon their deaths, to the extent that any of their shares are not purchased by any of these surviving shareholders and may not be sold without registration under the Securities Act of 1933, as amended (the “1933 Act”"1933 Act"), we will use our best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased shareholder.  The additional shareholders that are a party to the agreement are trusts affiliated with the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman or Fred Berman, or each person’s respective spouse or children.

Legal Proceedings. We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, competitive practices, intellectual property infringement, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, would likely have a material financial impact on us and we believe the range of reasonably possible losses from current matters is immaterial.

 

12. Revenue Recognition


The FASB issued an accounting standard update in May 2014 regarding the accounting for and disclosure of revenue.  Specifically, the update outlined a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

As part of our impact assessment of the implementation of the new revenue recognition guidance, we reviewed our historical accounting policies and practices to identify potential differences with the requirements of the new revenue recognition standard, as it related to our contracts and sales arrangements, as well as technical considerations for our future transaction accounting, financial reporting, and disclosure requirements.

We adopted the guidance in the first quarter of 2018, as required, electing to use a modified retrospective adoption approach.  Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.  In addition, we elected to apply certain of the permitted practical expedients within the revenue recognition guidance and make certain accounting policy elections including those related to significant financing components, sales taxes and shipping and handling activities.  Adoption of the revenue recognition standard did not have a material impact on our reported earnings, cash flows, or balance sheet, however, adoption did increase the amount and level of disclosures concerning our net sales. The impact of adoption of the new revenue recognition guidance and the impact of the new revenue recognition guidance as compared to the historical revenue recognition guidance was immaterial for fiscal 2018.

Business Description

We are a supplier of replacement parts and fasteners for passenger cars, light trucks, and heavy duty trucks in the automotive aftermarket. We group our products into four major classes: power-train, automotive body, chassis, and hardware.  Our products are sold primarily in the United States through automotive aftermarket retailers, national and regional local warehouse distributors and specialty markets, and salvage yards.  We also distribute automotive replacement parts internationally, with sales primarily into Canada, Mexico, Europe, the Middle East, and Australia.  

We warrant our products against certain defects in material and workmanship when used as designed on the vehicle on which it was originally installed.  We offer a limited lifetime warranty on most of our products.  Our warranty limits the customer’s remedy to the repair or replacement of the part that is defective.

Our primary source of revenue is from contracts with and purchase orders from customers.  Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer, and collection is reasonably assured.  We estimate the transaction price at the inception of a contract or upon fulfilling a purchase order, including any variable consideration, and will update the estimate for changes in circumstances. We utilize the most likely amount method consistently to estimate the effect of uncertainty on the amount of variable consideration to which we would be entitled.  The most likely amount method considers the single most likely amount from a range of possible consideration amounts.  This method is utilized for all of our variable consideration.  

We record estimates for cash discounts, product returns, promotional rebates, core return deposits and other discounts in the period the related product revenue is recognized (“Customer Credits”).  The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as a reduction of accounts receivable.  Accrued customer rebates which we expect to settle in cash are classified as other accrued liabilities.  Actual Customer Credits have not differed materially from estimated amounts for each period presented.  Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. We have concluded that our estimates of variable consideration are not constrained according to the definition in the new standard.  

All of our revenue was recognized under the point of time approach in accordance with the revenue standard during fiscal 2018. Also, we do not have significant financing arrangements with our customers, as our credit terms are all less than one year.  Lastly, we do not receive noncash consideration (such as materials or equipment) from our customers to facilitate the fulfillment of our contracts.  

Five-step model


We apply the FASB’s guidance on revenue recognition, which requires us to recognize the amount of revenue and consideration which we expect to receive in exchange for goods or services transferred to our customers.  To do this, we apply the five-step model prescribed by the FASB, which requires us to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, we satisfy a performance obligation.  A summary of our application of the five-step model is as follows:

11.

Capital Stock

(i)

In most instances, our contract with a customer is the customer’s purchase order.  Upon acceptance of the purchase order, a contract exists with a customer as a sales agreement indicates approval and commitment of the parties, identifies the rights of both parties, identifies the payment terms, has commercial substance, and it is probable that we will collect the consideration to which we will be entitled in exchange for the goods transferred to the customer.  

For certain customers, we may also enter into a sales agreement which outlines pricing considerations as well as the framework of terms and conditions which apply to future purchase orders for that customer.  In these situations, our contract with the customer is both the sales agreement as well as the specific customer purchase order.  As our contract with a customer is typically for a single transaction or customer purchase order, the duration of the contract is typically one year or less.  As a result, we have elected to apply certain practical expedients and omit certain disclosures of remaining performance obligations for contracts which have an initial term of one year or less as permitted by the FASB.

(ii)

We identify a performance obligation in a contract for each distinct good or service promised that are separately identifiable from other promises in the contract.

(iii)

We identify the transaction price as the amount of consideration including variable consideration that we expect to be entitled in exchange for transferring control of goods and/or services to our customers.  

(iv)

We allocate the transaction price to each performance obligation on the basis of the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation.

(v)

We recognize revenue when we satisfy a performance obligation by transferring control of the promised goods.  

Practical Expedients and Accounting Policy Elections

In accordance with the guidance on revenue recognition and as permitted by the FASB, we have elected to use certain practical expedients and policy elections.

- We have elected to not adjust the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when we transfer a promised good or service to the customer and when the customer pays for that good or service will be one year or less.  

- We have elected to expense costs to obtain a contract as incurred when the expected period of benefit, and therefore the amortization period, is one year or less.

- We have elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity for a customer, including sales, use, value-added, excise and various other taxes.


- We have elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfilment activity rather than a separate performance obligation.  

Contract Assets and Liabilities  

We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration.  

- A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due.

- A contract asset is recorded when our right to consideration in exchange for good or services that we have transferred to a customer is conditional on something other than the passage of time.  We did not have any contract assets recorded as of December 29, 2018 or December 30, 2017.

We recognize a contract liability when we receive consideration, or if we have the unconditional right to receive consideration, in advance of satisfying the performance obligation.  A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer.  We did not have any contract liabilities recorded as of December 29, 2018 or December 30, 2017.

Disaggregated Revenue

The following tables present our disaggregated net sales by Type of Major Good / Product Line, and Geography.  

(in thousands)

 

2018

 

 

2017

 

 

2016

 

Powertrain

 

$

393,979

 

 

$

374,372

 

 

$

351,423

 

Chassis

 

 

278,584

 

 

 

238,239

 

 

 

218,645

 

Automotive Body

 

 

256,344

 

 

 

245,869

 

 

 

244,465

 

Hardware

 

 

44,798

 

 

 

44,741

 

 

 

45,071

 

Net Sales

 

$

973,705

 

 

$

903,221

 

 

$

859,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

2018

 

 

2017

 

 

2016

 

Net Sales to U.S. Customers

 

$

913,181

 

 

$

847,394

 

 

$

810,969

 

Net Sales to Non-U.S. Customers

 

 

60,524

 

 

 

55,827

 

 

 

48,635

 

Net Sales

 

$

973,705

 

 

$

903,221

 

 

$

859,604

 

13.  Capital Stock

Controlling Interest by Officers, Directors and Family Members. As of February 19, 2016, the estate of the late Richard Berman, Sharyn Berman,December 29, 2018, Steven Berman, who isthe Executive Chairman and director of the Company, and members of his father and his brothersfamily beneficially own approximately 24%18% of the outstanding shares of our common stock and can influence the election of our Board of Directors, the outcome of most corporate actions requiring shareholder approval (including certain fundamental transactions) and the affairs of the Company.

Undesignated Stock. We have 50,000,000 shares authorized of undesignated capital stock for future issuance. The designation, rights and preferences of such shares will be determined by our Board of Directors.


Incentive Stock Plan. Our 2008On May 16, 2018, our shareholders approved our 2018 Stock Option and Stock Incentive Plan (the “2018 Plan” or the “Plan”) was approved by, which supersedes our shareholders on May 20, 2009.2008 Stock Option and Stock Incentive Plan. All future stock compensation grants will be issued under the 2018 Plan. Under the terms of the Plan, our Board of Directors may grant up to 2,000,0001,200,000 shares of common stock in the form of shares of restricted stock, incentiverestricted stock optionsunits, stock appreciation rights and non-qualified stock options or combinations thereof to officers, directors, employees, important consultants and advisors. Grants under the Plan must be made within ten years of the date the Plan was approved and stockapproved. Stock options are exercisable upon the terms set forth in theeach grant agreement approved by the Board of Directors, but in no event more than ten years from the date of grant. Restricted stock and restricted stock units vest in accordance with the terms set forth in each applicable award agreement approved by our Board of Directors. At December 26, 2015, 1,710,84429, 2018, 1,162,398 shares were available for grant under the Plan.

Restricted Stock

We grant restricted stock to certain employees and members of our Board of Directors. The value of restricted stock issued is based on the fair value of our common stock on the grant date. Vesting of restricted stock is based on continued employment or service for a specified period and, in certain circumstances, the attainment of financial goals. Compensation cost related to the stock is recognized on a straight-line basis over the vesting period. We retain the restricted stock, and any dividends paid thereon, until the vesting provisions have been met. For awards with a service condition only, compensation cost related to the stock is recognized on a straight-line basis over the vesting period. For awards that have a service condition and require the attainment of financial goals, compensation cost related to the stock is recognized over the vesting period if it is probable that the financial goals will be attained. Compensation cost related to restricted stock was $0.9$2.6 million, $1.1$2.8 million and $0.8$2.3 million in fiscal 2015,2018, fiscal 20142017 and fiscal 2013,2016, respectively. The compensation costs were classified as selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2015,2018, fiscal 20142017 or fiscal 2013.2016.  

The following table summarizes our restricted stock activity for the three years ended December 26, 2015:29, 2018:

 

 

Shares

 

 

Weighted

Average Price

 

  Shares   Weighted
Average Price
 

Balance at December 29, 2012

   174,154    $18.02  

Balance at December 26, 2015

 

 

43,242

 

 

$

34.49

 

Granted

   25,500    $45.06  

 

 

133,794

 

 

$

49.45

 

Vested

   (47,069  $17.38  

 

 

(29,002

)

 

$

29.74

 

Cancelled

   (43,126  $18.28  

 

 

(2,671

)

 

$

33.79

 

  

 

   

Balance at December 28, 2013

   109,459    $24.47  

Balance at December 31, 2016

 

 

145,363

 

 

$

49.22

 

Granted

   26,347    $51.41  

 

 

70,611

 

 

$

78.27

 

Vested

   (41,619  $23.44  

 

 

(56,953

)

 

$

56.03

 

Cancelled

   (21,287  $48.29  

 

 

(5,294

)

 

$

51.56

 

  

 

   

Balance at December 27, 2014

   72,900    $27.82  

Balance at December 30, 2017

 

 

153,727

 

 

$

59.96

 

Granted

   44,104    $45.68  

 

 

89,798

 

 

$

73.51

 

Vested

   (38,580  $25.24  

 

 

(45,707

)

 

$

62.56

 

Cancelled

   (35,182  $44.84  

 

 

(27,081

)

 

$

75.39

 

  

 

   

Balance at December 26, 2015

   43,242    $34.49  
  

 

   

Balance at December 29, 2018

 

 

170,737

 

 

$

63.94

 

As of December 26, 2015,29, 2018, there was approximately $1.0$5.9 million of unrecognized compensation cost related to nonvested restricted stock, which is expected to be recognized over a weighted-average period of approximately 2.92.3 years.

Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as financing activities.operating cash flows. In accordance with ASU 2016-09 (see Note 2), the excess tax benefit generated from restricted shares which vested was $0.1 million in fiscal 2018 and $0.4 million in fiscal 2017 and was credited to income tax expense. The excess tax benefit generated from vested restricted shares which vested was $0.3 million, $0.5 million, and $0.3 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively,2016 and was credited to additional paid inpaid-in capital.

Stock Options


We grant stock options to certain employees and members of our Board of Directors. We expense the grant-date fair value of stock options. Compensation cost is recognized on a straight-line basis over the vesting period, during which related services are performed.or performance period. Compensation cost charged against income was less than$0.5 million in fiscal 2018 and $0.3 million in fiscal 2017 and $0.1 million in each of fiscal 2015, fiscal 2014 and fiscal 2013, respectively.2016, respectively. The compensation costs were classified as selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2015,2018, fiscal 20142017 or fiscal 2013.2016.

No stock options were granted in fiscal 2015, fiscal 2014 or fiscal 2013. Historically, we haveWe used the Black-Scholes option valuation model to estimate the fair value of stock options granted.granted in fiscal 2018, fiscal 2017 and fiscal 2016. Expected volatility and expected dividend yield are based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using historical option exercise data. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date. We included a forfeiture assumptionThe weighted-average grant-date fair value of 5.4% in the calculation of expense inoptions granted during fiscal 2015,2018 was $15.88, fiscal 20142017 was $15.81 and fiscal 2013.2016 was $8.40 per option.

The following table summarizes the weighted average valuation assumptions used to calculate the fair value of options granted:

 

 

2018

 

 

2017

 

 

2016

 

Expected dividend yield

 

 

0

%

 

 

0

%

 

 

0

%

Expected stock price volatility

 

 

27

%

 

 

27

%

 

 

26

%

Risk-free interest rate

 

 

2.6

%

 

 

1.5

%

 

 

0.9

%

Expected life of options

 

3.0 years

 

 

3.0 years

 

 

3.0 years

 

The following table summarizes our stock option activity for the three years ended December 26, 2015:29, 2018:

 

 

Shares

 

 

Option Price

per Share

 

 

Weighted

Average

Price

 

 

Weighted

Average

Remaining

Terms

(years)

 

 

Aggregate

Intrinsic

Value

 

  Shares Option Price
per Share
   Weighted
Average
Price
   Weighted
Average
Remaining
Terms
(years)
   Aggregate
Intrinsic
Value
 

Balance at December 29, 2012

   274,000   $2.54 – $22.71    $8.62      

Balance at December 26, 2015

 

 

40,000

 

 

$5.67 – $7.74

 

 

$

6.86

 

 

 

 

 

 

 

 

 

Granted

 

 

61,084

 

 

$41.59 – $53.32

 

 

$

44.36

 

 

 

 

 

 

 

 

 

Balance at December 31, 2016

 

 

101,084

 

 

$5.67 – $53.32

 

 

$

29.52

 

 

 

 

 

 

 

 

 

Granted

 

 

58,024

 

 

$69.02 – $82.59

 

 

$

78.58

 

 

 

 

 

 

 

 

 

Exercised

   (96,500 $2.54 – $22.71    $7.21      

 

 

(32,751

)

 

$6.90 – $41.59

 

 

$

7.69

 

 

 

 

 

 

 

 

 

Cancelled

   (36,000 $7.74 – $22.71    $16.98      

 

 

(3,810

)

 

$41.59 – $78.64

 

 

$

56.72

 

 

 

 

 

 

 

 

 

  

 

        

Balance at December 28, 2013

   141,500   $5.05 – $19.37    $7.13      

Balance at December 30, 2017

 

 

122,547

 

 

$5.67 – $82.59

 

 

$

57.74

 

 

 

 

 

 

 

 

 

Granted

 

 

81,995

 

 

$68.93 – $82.94

 

 

$

73.84

 

 

 

 

 

 

 

 

 

Exercised

   (66,500 $5.67 – $19.37    $6.97      

 

 

(15,113

)

 

$5.67 – $78.64

 

 

$

39.38

 

 

 

 

 

 

 

 

 

  

 

        

Balance at December 27, 2014

   75,000   $5.05 – $19.37    $7.28      

Exercised

   (35,000 $5.05 – $19.37    $7.76      
  

 

        

Balance at December 26, 2015

   40,000   $5.67 – $7.74    $6.86     2.3    $1,688,920  
  

 

        

Options exercisable at December 26, 2015

   40,000   $5.67 – $7.74    $6.86     2.3    $1,688,920  

Cancelled

 

 

(960

)

 

$

72.55

 

 

$

72.55

 

 

 

 

 

 

 

 

 

Balance at December 29, 2018

 

 

188,469

 

 

$7.74 – $82.94

 

 

$

66.14

 

 

 

3.6

 

 

$

4,186,151

 

Options exercisable at December 29, 2018

 

 

35,966

 

 

$7.74 – $82.59

 

 

$

51.57

 

 

 

2.4

 

 

$

1,323,007

 

The total intrinsic value of stock options exercised during fiscal 2015 was $1.4 million. 

As of December 26, 2015,29, 2018, there was noapproximately $1.8 million of unrecognized compensation cost related to non-vestednonvested stock options.options, which is expected to be recognized over a weighted-average period of approximately 2.8 years.


The following table summarizes information concerning currently outstanding and exercisable options at December 26, 2015:29, 2018:

 

   Options Outstanding   Options Exercisable 

Range of Exercise Price

  Number
Outstanding
   Weighted
Average
Remaining
Contractual
Life (years)
   Weighted
Average
Exercise Price
   Number
Exercisable
   Weighted
Average
Exercise Price
 

$5.67

   4,000     3.0    $5.67     4,000    $5.67  

$6.90

   32,000     2.0    $6.90     32,000    $6.90  

$7.74

   4,000     4.0    $7.74     4,000    $7.74  
  

 

 

       

 

 

   

Balance at December 26, 2015

   40,000     2.3    $6.86     40,000    $6.86  
  

 

 

       

 

 

   

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Price

 

Number

Outstanding

 

 

Weighted

Average

Remaining

Contractual

Life (years)

 

 

Weighted

Average

Exercise

Price

 

 

Number

Exercisable

 

 

Weighted

Average

Exercise

Price

 

 

$7.74 - $24.66

 

 

 

4,000

 

 

 

0.9

 

 

$

7.74

 

 

 

4,000

 

 

$

7.74

 

 

$24.67 - $41.60

 

 

 

35,544

 

 

 

2.1

 

 

$

41.59

 

 

 

13,706

 

 

$

41.59

 

 

$41.61 - $69.01

 

 

 

21,900

 

 

 

4.8

 

 

$

58.67

 

 

 

7,200

 

 

$

53.32

 

 

$69.02 - $77.99

 

 

 

62,184

 

 

 

4.2

 

 

$

72.43

 

 

 

326

 

 

$

69.02

 

 

$78.00 - $82.94

 

 

 

64,841

 

 

 

3.5

 

 

$

79.69

 

 

 

10,734

 

 

$

78.93

 

Balance at December 29, 2018

 

 

188,469

 

 

 

3.6

 

 

$

66.14

 

 

 

35,966

 

 

$

51.57

 

Cash received from option exercises was $0.2 million in fiscal 2018 and was less than $0.1 million $0.5 million, and $0.6 millionin fiscal 2017. There were no option exercises during fiscal 2015, fiscal 2014, and fiscal 2013, respectively. The2016. There was no excess tax benefit generated from option exercise in 2018. In accordance with ASU No.2016-09 (see Note 2), the excess tax benefit generated from option exercises was $0.1$0.6 million $0.3 million and $0.8 million duringin fiscal 2015, fiscal 2014 and fiscal 2013, respectively,2017 and was credited to additional paidincome tax expense. There was no excess tax benefit generated from stock option exercises in capital.fiscal 2016.

Performance-Based Long Term Award Program.In December 2012, theThe Compensation Committee of our Board of Directors has approved the Performance-Based Long Term Award Program (the “Program”) which connects compensation for certain of our executives to

the compoundedthree-year compound annual growth in our pre-tax income as defined in the program, over our most recent three fiscal years. AtProgram. For the discretion ofthree-year periods ending in 2016 and 2017, the Compensation Committee had the Performance-Based Long Term Award will be paiddiscretion to settle the long term bonus in either cash or equity and, as a result, is aequity. These are liability-classified award. If the award is paid in equity, it will be paid under the 2008 Stock Option and Stock Incentive Plan. For fiscal 2015, fiscal 2014 and fiscal 2013, theawards. The Compensation Committee elected to settle the award in cash.equity for the three-year periods ending in fiscal 2017 and cash for three-year periods ending in fiscal 2016. In fiscal 2016, the Compensation Committee modified the Program to settle the awards earned in the three-year periods ending in fiscal 2018 and beyond in equity alone. These awards are equity-classified. Any equity issued related to the Program will be from the 2018 Plan.

Employee Stock Purchase Plan. In May 2017, our shareholders’ approved the Dorman Products, Inc. Employee Stock Purchase Plan (the ‘ESPP”), which makes available 1,000,000 shares of our common stock for sale to eligible employees. The purpose of this plan, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees. These contributions are used to purchase shares of the Company’s common stock at a 15% discount from the lower of the market price at the beginning or end of the purchase window. Share purchases under the plan are made twice annually, beginning in March 2018. There were 21,173 shares purchased under this plan during fiscal 2018. There were no shares purchased under this plan during fiscal 2017. Compensation cost under the ESPP plan was $0.4 million in fiscal 2018 and $0.1 million in fiscal 2017.

401(k) Retirement Plan.  The Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”) is a defined contribution profit sharing and 401(k) plan covering substantially all of our employees as of December 26, 2015.29, 2018. Annual contributions under the 401(k) Plan are determined by the Compensation Committee of our Board of Directors. Total expense related to the 401(k) Plan was $4.3 million in fiscal 2018, $2.7 million in fiscal 2017 and $2.5 million in each of fiscal 2015 and fiscal 2014 and $1.9 million in fiscal 2013.2016.  At December 26, 2015,29, 2018, the 401(k) Plan held 327,708243,348 shares of our common stock.

Common Stock Repurchases.We periodically repurchase, at the then current market price, and cancel common stock issued to the 401(k) Plan.  Shares are generally purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons.  During fiscal 2015,2018 our Board of Directors approved the repurchase and cancellation of 33,43026,280 shares of our common stock for $1.6$2.0 million at an average price of $48.14$74.79 per share. During fiscal 2014,2017, our Board of Directors approved the repurchase and cancellation of 61,83019,110 shares of our common stock for $3.1$1.4 million at an average price of $50.71$73.34 per share. During fiscal 2013,2016, our Board of Directors approved the repurchase and cancellation of 78,58038,970 shares of our common stock for $3.5$2.2 million at an average price of $44.39$56.66 per share.


Share Repurchase Program.  On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program, authorizing the repurchase of up to $10 million of our outstanding common stock by the end of 2014. Through several expansions and extensions, our Board of Directors has expanded the program to $150$400 million and extended the program through December 31, 2016.2021. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion. The share repurchase program does not obligate us to acquire any specific number of shares. We repurchased 747,700622,223 common shares for $35.7$43.4 million at an average price of $47.77$69.73 under this program during fiscal 2015.2018. We repurchased 855,6001,006,365 common shares for $40.4$74.7 million at an average price of $47.20$74.26 under this program during fiscal 2014. No repurchases were made2017. We repurchased 430,866 common shares for $22.5 million at an average price of $52.15 under this program during the fiscal year ended2016. At December 28, 2013.29, 2018, $183.3 million was available for repurchase under this program.

14.  Earnings Per Share

12.Earnings Per Share

Basic earnings per share was calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding nonvested restricted stock which is considered to be contingently issuable. To calculate diluted earnings per share, common share equivalents are added to the weighted average number of common shares outstanding.  Common share equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards.  Stock-based awards of 7,500approximately 116,000 shares, 106,000 shares and 5,00050,000 shares were excluded from the calculation of diluted earnings per share as of December 26, 201529, 2018, December 30, 2017 and December 27, 2014,31, 2016, respectively, as their effect would have been anti-dilutive. No stock-based awards were considered anti-dilutive in the fiscal year ended December 28, 2013.

The following table sets forth the computation of basic earnings per share and diluted earnings per share:

 

(in thousands, except per share data)

  2015   2014   2013 

 

2018

 

 

2017

 

 

2016

 

Numerator:

      

 

 

 

 

 

 

 

 

 

 

 

 

Net income

  $92,329    $89,987    $81,920  

 

$

133,602

 

 

$

106,599

 

 

$

106,049

 

Denominator:

      

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average basic shares outstanding

   35,466     36,052     36,347  

 

 

33,097

 

 

 

33,964

 

 

 

34,516

 

Effect of compensation awards

   72     138     277  

 

 

110

 

 

 

88

 

 

 

82

 

  

 

   

 

   

 

 

Weighted average diluted shares outstanding

   35,538     36,190     36,624  

 

 

33,207

 

 

 

34,052

 

 

 

34,598

 

  

 

   

 

   

 

 

Earnings Per Share:

      

 

 

 

 

 

 

 

 

 

 

 

 

Basic

  $2.60    $2.50    $2.25  

 

$

4.04

 

 

$

3.14

 

 

$

3.07

 

Diluted

  $2.60    $2.49    $2.24  

 

$

4.02

 

 

$

3.13

 

 

$

3.07

 

 

13.Business Segments

15.  Business Segments

We have determined that our business comprises a single reportable operating segment, namely, the sale of replacement parts for the automotive aftermarket.

During fiscal 2015,2018, fiscal 20142017 and fiscal 2013,2016, four of our customers (Advance Auto Parts, Inc., AutoZone, Inc., Genuine Parts Co. – NAPA, and O’Reilly Auto Parts)Automotive, Inc.) each accounted for more than 10% of net sales and in the aggregate accounted for 60% of net sales in each of fiscal 2015 and fiscal 2014 and 57%63% of net sales in fiscal 2013.2018, 61% in fiscal 2017 and 60% in fiscal 2016. Net sales to countries outside the United States, primarily to Canada and Mexico, and to a lesser extent into Europe, Mexico, the Middle East, Asia and CanadaAustralia in fiscal 2015,2018, fiscal 20142017 and fiscal 20132016 were $49.8$60.5 million, $39.1$55.8 million and $33.2$48.6 million, respectively.

16.  Quarterly Results of Operations (Unaudited)

14.Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly Results of Operations for the fiscal years ended December 26, 201529, 2018 and December 27, 2014:30, 2017:


 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

(in thousands, except per share amounts)

 

2018

 

Net sales*

 

$

227,262

 

 

$

238,147

 

 

$

247,954

 

 

$

260,341

 

Income from operations*

 

 

39,994

 

 

 

42,780

 

 

 

43,733

 

 

 

44,637

 

Net income

 

 

30,647

 

 

 

34,339

 

 

 

34,017

 

 

 

34,599

 

Diluted earnings per share

 

 

0.93

 

 

 

1.03

 

 

 

1.03

 

 

 

1.05

 

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

(in thousands, except per share amounts)

 

2017

 

Net sales

 

$

221,625

 

 

$

229,262

 

 

$

224,615

 

 

$

227,719

 

Income from operations

 

 

45,042

 

 

 

44,999

 

 

 

42,790

 

 

 

43,409

 

Net income

 

 

29,187

 

 

 

28,437

 

 

 

27,008

 

 

 

21,967

 

Diluted earnings per share

 

 

0.85

 

 

 

0.83

 

 

 

0.80

 

 

 

0.65

 

*Quarterly information does not add to year to date information due to rounding

 

(in thousands, except per share amounts)

  First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 
   2015 

Net sales

  $188,474    $198,721    $210,928    $204,834  

Income from operations

   33,652     36,895     41,240     34,370  

Net income

   21,339     23,143     26,060     21,787  

Diluted earnings per share

   0.60     0.65     0.73     0.62  

 

(in thousands, except per share amounts)

  First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 
   2014 

Net sales

  $183,512    $196,187    $197,796    $173,981  

Income from operations

   36,947     36,700     38,476     28,611  

Net income

   23,551     23,244     24,536     18,656  

Diluted earnings per share

   0.64     0.64     0.68     0.52  


Item 9. Changes in and Disagreements with AccountantsAccountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

Management’sManagement's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation, as of December 26, 2015,29, 2018, of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded that, as of December 26, 2015,29, 2018, our internal control over financial reporting was effective.

On August 31, 2018, we completed our acquisition of Flight Systems Automotive Group, LLC (“Flight”). We are in the process of evaluating the existing controls and procedures of Flight and integrating Flight into our internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded Flight from our assessment of the effectiveness of internal control over financial reporting as of December 29, 2018. Flight represented $30.9 million of the Company’s total assets as of December 29, 2018, and $7.8 million of the Company’s net sales for the year ended December 29, 2018. The scope of management’s assessment of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 29, 2018 includes all of the Company’s consolidated operations except for those disclosure controls and procedures of Flight that are subsumed by internal control over financial reporting.

Our independent registered public accounting firm, KPMG LLP, has issued aan attestation report on our internal control over financial reporting.  Their report appears below.

Changes in Internal Control Over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter ended December 26, 201529, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, other than noted above there was no change during the quarter ended December 26, 2015.29, 2018.


Report of Independent RegisteredRegistered Public Accounting Firm

TheTo the Board of Directors and Shareholders

Dorman Products, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Dorman Products, Inc.’s and subsidiaries (the Company) internal control over financial reporting as of December 26, 2015,29, 2018, based on criteria established in Internal Control-IntegratedControl – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Dorman Products, Inc.’sCommission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 2018 and December 30, 2017, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended December 29, 2018, and related notes and the consolidated financial statement schedule listed under Item 15(a)(2) (collectively, the consolidated financial statements), and our report dated February 26, 2019 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Flight Automotive Systems Group (Flight) during 2018, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 29, 2018, Flight’s internal control over financial reporting associated with total assets of $30.9 million and total revenues of $7.8 million included in the consolidated financial statements of the Company as of and for the year ended December 29, 2018. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Flight.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable


assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Dorman Products, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 26, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Dorman Products, Inc. and subsidiaries as of December 26, 2015 and December 27, 2014, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended December 26, 2015, and the related financial statement schedule listed under Item 15(a)(2), and our report dated February 23, 2016 expressed an unqualified opinion on those consolidated financial statements and the related financial statement schedule.

KPMG LLP

Philadelphia, PAPennsylvania

February 23, 201626, 2019


Item 9B.  Other Information.

None

 

Item 9B.Other Information.

None


PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Except for the information provided in “Part I – Item 4.1 Executive Officers of the Registrant” and as set forth below, the required information is incorporated by reference from our definitive proxy statement for our 20162019 Annual Meeting of Shareholders, including, but not necessarily limited to, the sectionsections entitled “Proposal I –I: Election of Directors,” “Committees of the Board of Directors – Audit Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance”.

We have adopted a written code of ethics, “Our"Our Values and Standards of Business Conduct," which is applicable to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, Controller and other executive officers (collectively, the “Selected Officers”).officers. We have also adopted a written code of ethics, “Code of Ethics for Senior Financial Officers,” which applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and any other person performing similar functions (collectively, the “Senior Financial Officers”).functions.  In accordance with the SEC’sSEC's rules and regulations a copy of each code of ethics is posted on our website www.dormanproducts.com. Dorman will provide to any person without charge, upon request, a copy of such codes of ethics. Requests for copies of such codes of ethics should be directed to:  Thomas Knoblauch, Dorman Products, Inc., 3400 East Walnut Street, Colmar, PA 18915. We intend to disclose any changes in or waivers from our codes of ethics on our website at www.dormanproducts.com.

Item 11. Executive Compensation.

The required information is incorporated by reference from our definitive proxy statement for our 20162019 Annual Meeting of Shareholders, including, but not necessarily limited to, the sectionsections entitled “Proposal I – Election of Directors – Director“Director Compensation, in Fiscal 2015,” “Executive Compensation”Compensation: Compensation Discussion and Analysis,” “Executive Compensation: Compensation Tables,” “Risk Assessment in Compensation Policies and Practices for Employees,” and “Compensation Committee Interlocks and Insider Participation”.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Except for the information set forth below, the required information is incorporated by reference from our definitive proxy statement for our 20162019 Annual Meeting of Shareholders, including, but not necessarily limited to, the section entitled “Security Ownership of Certain Beneficial Owners and Management”.


Equity Compensation Plan Information

The following table details information regarding our existing equity compensation plans as of December 26, 2015:29, 2018:

 

          (c) 

 

 

 

 

 

 

 

 

 

(c)

 

Plan Category

  (a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and  rights
   (b)
Weighted-average
exercise price of
outstanding options,
warrants and  rights
   Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
 

 

(a)

Number of

securities to be

issued upon

exercise of

outstanding

options, warrants

and rights

 

 

(b)

Weighted-

average exercise

price of

outstanding

options, warrants

and rights

 

 

Number of

securities

remaining

available for

future issuance

under equity

compensation

plans (excluding

securities

reflected

in column (a)(1))

 

Equity compensation plans approved by security holders

   40,000    $6.86     1,710,844  

 

 

188,469

 

 

$

66.14

 

 

 

2,141,225

 

Equity compensation plans not approved by security holders

   —       —       —    

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

 

Total

   40,000    $6.86     1,710,844  

 

 

188,469

 

 

$

66.14

 

 

 

2,141,225

 

  

 

   

 

   

 

 

(1)

This number includes 1,162,398 shares available for issuance under the 2018 Stock Option and Stock Incentive Plan and 978,827 shares reserved for issuance under the Dorman Products, Inc. Employee Stock Purchase Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.Independence.

The required information is incorporated by reference from our definitive proxy statement for our 20162019 Annual Meeting of Shareholders, including, but not necessarily limited to, the sectionsections entitled “Certain Relationships and Related Transactions” and “Governance of the Company“Corporate Governance – The Board of Directors and Director Independence”.

Item 14. Principal Accounting Fees and Services.

The required information is incorporated by reference from our definitive proxy statement for our 20162019 Annual Meeting of Shareholders, including, but not necessarily limited to, the sectionsections entitled “Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures”.


PART IV

Item 15. Exhibits, Financial Statement Schedules.Schedules.

(a)(1)

(a)(1) Consolidated Financial Statements. Our Consolidated Financial Statements and related documents are provided in Part II - Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm.

Consolidated Statements of Operations for the fiscal years ended December 26, 2015,29, 2018, December 27, 201430, 2017 and December 28, 2013.31, 2016.

Consolidated Balance Sheets as of December 26, 201529, 2018 and December 27, 2014.30, 2017.

Consolidated Statements of Shareholders’Shareholders' Equity for the fiscal years ended December 26, 2015,29, 2018, December 27, 201430, 2017 and December 28, 2013.31, 2016.

Consolidated Statements of Cash Flows for the fiscal years ended December 26, 2015,29, 2018, December 27, 2014,30, 2017, and December 28, 2013.31, 2016.

Notes to Consolidated Financial Statements.

(a)(2)

(a)(2) Consolidated Financial Statement Schedules. The following consolidated financial statement schedule of the Company and related documents are filed with this Annual Report on Form 10-K:

Schedule II - Valuation and Qualifying Accounts.

(a)(3) Exhibits required by Item 601 of Regulation S-K and Item 15(b) of Form 10-K to be filed as part of this Annual Report on Form 10-K are listed below:

 

(a)(3)

Exhibits required by Item 601 of Regulation S-K and Item 15(b) of Form 10-K to be filed as part of this Annual Report on Form 10-K are listed below:

Number

Title

Number

Title

  3.1

    3.1

Amended and Restated Articles of Incorporation, as amended, of the Company.  Incorporated by reference to the Exhibit filed with3.1 To the Company’s Current Report on Form 8-K datedfiled on May 24, 2007.19, 2017.

  3.2

Amended and Restated Bylaws of the Company.Company, as amended. Incorporated by reference to the Exhibit filed with3.2 to the Company’s Current Report on Form 8-K dated July 31, 2009.filed on May 19, 2017.

  4.1

Specimen Common Stock Certificate of the Company. Incorporated by reference to the Exhibit filed with4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

  4.2

Amended and Restated Shareholders’Shareholders' Agreement dated as of July 1, 2006. Incorporated by reference to the Exhibit filed with the4.1 to Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.

10.1

Lease Agreement, dated December 29, 2012, between the Company and BREP I, for premises located at 3400 East Walnut Street, Colmar, Pennsylvania.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on  November 16, 2012.

10.1.1

Lease renewal option, dated November 14, 2016, between the Company and BREP I, for premises located at 3400 East Walnut Street, Colmar, Pennsylvania.  Incorporated by reference to the Exhibit filed with the Company’s Current Report on Form 8-K datedfiled on  November 16, 2012.14, 2016.

10.2

Industrial Building Lease, dated January 31, 2006, by and between the Company and First Industrial, LP, for premises located at 3150 Barry Drive, Portland, Tennessee.  Incorporated by reference to Exhibit 10.1 to the Exhibit filed with the Company’sCompany's Current Report on Form 8-K datedfiled on February 2, 2006.

10.2.1

Second Amendment to Industrial Building Lease, dated January 25, 2008, by and between the Company and First Industrial, LP, for premises located at 3150 Barry Drive, Portland, Tennessee.  Incorporated by reference to the Exhibit filed with the Company’sCompany's Current Report on Form 8-K datedfiled on January 29, 2008.


Number

Title

10.3

Third Amended and Restated Credit Agreement dated as of July 24, 2006, between the Company and Wachovia Bank, National Association. Incorporated by reference to the Exhibit filed with the Company’s Current Report on Form 8-K dated July 27, 2006.
  10.3.1Amendment No. 1 to the Third Amended and Restated

Credit Agreement dated as of December 24, 2007, by and between the Company and Wachovia Bank, National Association. Incorporated by reference to the Exhibit filed with the Company’s Current Report on Form 8-K dated January 2, 2008.

  10.3.2Amendment No. 2 to the Third Amended and Restated Credit Agreement, dated as of April 26, 2010,7, 2017, by and between the Company and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association).Association.  Incorporated by reference to Exhibit 10.1 to the Exhibit filed with the Company’sCompany's Current Report on Form 8-K dated April 27, 2010.filed on December 8, 2017.

  10.3.3

10.4†

Amendment No. 3 to the Third Amended and Restated Credit Agreement, dated as of December 20, 2012, by and between the Company and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association). Incorporated by reference to the Exhibit filed with the Company’s Current Report on Form 8-K dated December 21, 2012.
  10.3.4Amendment No. 4 to the Third Amended and Restated Credit Agreement, dated as of April 29, 2015, by and between the Company and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association). Incorporated by reference to the Exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2015.
  10.4†

Dorman Products, Inc. 2008 Stock Option and Stock Incentive Plan.  Incorporated by reference to the Exhibit filed with10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

10.4.1†

Form of Incentive Stock Option Agreement pursuant to the Dorman Products, Inc. 2008 Stock Option and Stock Incentive Plan. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

  10.4.2†

10.4.2

Form of Non-Qualified Stock Option Agreement for Officers and Other Key Employees pursuant to the Dorman Products, Inc. 2008 Stock Option and Stock Incentive Plan. Incorporated by reference to the Exhibit 10.1 filed with the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

  10.4.3†

10.4.3

Form of Non-Qualified Stock Option Agreement for Outside Directors and Important Consultants and/or Advisors pursuant to the Dorman Products, Inc. 2008 Stock Option and Stock Incentive Plan. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

10.4.4†

Form of Restricted Stock Agreement pursuant to the Dorman Products, Inc. 2008 Stock Option and Stock Incentive Plan. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

10.4.5†

Amendment No. 1 to the Dorman Products, Inc. 2008 Stock Option and Stock Incentive Plan. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2014.28, 2013.

10.4.6†

Amendment No. 2 to the Dorman Products, Inc. 2008 Stock Option Plan and Stock Incentive Plan, approved by the Company’s shareholders at the 2014 Annual Shareholders Meeting held on May 16, 2014. Incorporated by reference to the Exhibit filed with10.2 to the Company’s Current Report on Form 8-K datedfiled on May 20, 2014.

10.5†

Dorman Products, Inc. Nonqualified Deferred Compensation Plan. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Current Report on Form 8-K datedfiled on February 11, 2011.

10.6†

Employment Agreement, dated April 1, 2008, between the Company and Steven L. Berman. Incorporated by reference to the Exhibit filed with the Company’s Current Report on Form 8-K datedfiled on April 1, 2008.

10.7†

Dorman Products, Inc. Executive Cash Bonus Plan, approved by the Company’s shareholders at the 2010 Annual Shareholders Meeting held on May 20, 2010.  Incorporated by reference to the Exhibit filed with10.1 to the Company’s Current Report on Form 8-K datedfiled on May 24, 2010.

10.7.1†

Amendment No. 1 to the Dorman Products, Inc. Executive Cash Bonus Plan, approved by the Company’s shareholders at the 2014 Annual Shareholders Meeting held on May 16, 2014.  Incorporated by reference to the Exhibit filed with10.1 to the Company’s Current Report on Form 8-K datedfiled on May 20, 2014.

10.8†

General Release and Waiver signed by Joseph M. Beretta dated July 11, 2013. Incorporated by reference to the Exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2013.
  10.9†

Separation Agreement, dated February 25, 2011, between the Company and Jeffrey Darby.  Incorporated by reference to the Exhibit filed with10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.28, 2013.

  10.10†

10.9†

Employment Agreement, dated December 28, 2015, between the Company and Mathias J. Barton. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Current Report on Form 8-K datedfiled on December 28, 2015.

  10.11†

10.10†

Amended and Restated Employment Agreement, dated December 28, 2015, between the Company and Steven Berman.  Incorporated by reference to the Exhibit filed with10.2 to the Company’s Current Report on Form 8-K datedfiled on December 28, 2015.


Number

Title

  10.12†

10.11†

Transition, Separation & General Release Agreement, dated February 4, 2016, between the Company and Matthew Kohnke. Incorporated by reference to the Exhibit filed with10.1 to the Company’s Current Report on Form 8-K datedfiled on February 4, 2016.

  21

10.12†

Offer Letter, dated May 2, 2016, between the Company and Kevin Olsen.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2016.

10.13†

Transition Agreement, dated October 25, 2018, between the Company and Mathias J. Barton.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2018.

10.14

Dorman Products, Inc. 2018 Cash Bonus Plan.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 22, 2018.

10.15

Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan.  Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed on March 22, 2018.

10.16

Form of Non-Qualified Stock Option Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.17

Form of Incentive Stock Option Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.18

Form of Restricted Stock Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan.  Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.19

Form of Performance Restricted Stock Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.20

Form of Restricted Stock Unit Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.21

Form of Performance Restricted Stock Unit Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.22†

Employment Agreement, dated January 10, 2019, between the Company and Kevin M. Olsen.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2019.

10.23†

Offer Letter, dated January 24, 2019, between the Company and David M. Hession.  Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2019.

21

Subsidiaries of the Company.

23

Consent of Independent Registered Public Accounting Firm.

31.1

Certification of Chief Executive Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certification of Chief Executive and Chief Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.


Number

Title

101

The financial statements from the Dorman Products, Inc. Annual Report on Form 10-K for the year ended December 26, 2015,29, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations for the years ended December 26, 2015,29, 2018, December 27, 201430, 2017 and December 28, 2013;31, 2016; (ii) the Consolidated Balance Sheets as of December 26, 201529, 2018 and December 27, 2014;30, 2017; (iii) the Consolidated Statements of Shareholders’ Equity for the years ended December 26, 2015,29, 2018, December 27, 201430, 2017 and December 28, 2013;31, 2016; (iv) the Consolidated Statements of Cash Flows for the years ended December 26, 2015,29, 2018, December 27, 201430, 2017 and December 28, 2013;31, 2016; and (v) the Notes to Consolidated Financial Statements.

 

Management Contracts and Compensatory Plans, Contracts or Arrangements.


SIGNATURESSIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dorman Products, Inc.

By:

/s/ Mathias J. Barton

By: /s/ Kevin M. Olsen

Date: February 23, 2016

26, 2019

Mathias J. Barton

Kevin M. Olsen

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

Title

Date

Signature

Title

Date

/s/ Kevin M. Olsen

President, Chief Executive Officer

February 26, 2019

Kevin M. Olsen

(principal executive officer)

/s/ Michael P. Ginnetti

Chief Financial Officer

February 26, 2019

Michael P. Ginnetti

(principal financial and accounting officer)

/s/ Steven L. Berman

February 26, 2019

Steven L. Berman

Executive Chairman

/s/ Mathias J. Barton

February 26, 2019

Mathias J. Barton

President, Chief Executive Officer and

 Director

February 23, 2016

(principal executive officer)

/s/ Matthew S. KohnkeJohn J. Gavin

February 26, 2019

Matthew S. Kohnke

John J. Gavin

Chief Financial Officer

 Director

February 23, 2016

(principal financial and accounting officer)

/s/ Steven L. BermanPaul R. Lederer

February 26, 2019

Steven L. Berman

Paul R. Lederer

Executive Chairman

 Director

February 23, 2016

/s/ Richard T. Riley

February 26, 2019

Richard T. Riley

Director

February 23, 2016

/s/ Paul R. LedererKelly Romano

Paul R. LedererDirector

February 23, 2016

26, 2019

/s/ Edgar W. LevinKelly Romano

Director

Edgar W. Levin

Director

February 23, 2016

/s/ G. Michael Stakias

February 26, 2019

G. Michael Stakias

Director

February 23, 2016


SCHEDULE II: Valuation andand Qualifying Accounts

 

(in thousands)

  For the Year Ended 
   December 26,
2015
  December 27,
2014
  December 28,
2013
 

Allowance for doubtful accounts:

    

Balance, beginning of period

  $1,508   $1,281   $1,120  

Provision

   3,260    308    194  

Charge-offs

   (265  (81  (33
  

 

 

  

 

 

  

 

 

 

Balance, end of period

  $4,503   $1,508   $1,281  
  

 

 

  

 

 

  

 

 

 

Allowance for customer credits:

    

Balance, beginning of period

  $77,671   $64,598   $55,392  

Provision

   206,560    182,219    141,559  

Credits issued

   (201,748  (169,146  (132,353
  

 

 

  

 

 

  

 

 

 

Balance, end of period

  $82,483   $77,671   $64,598  
  

 

 

  

 

 

  

 

 

 

 

 

For the Year Ended

 

(in thousands)

 

December 29,

2018

 

 

December 30,

2017

 

 

December 31,

2016

 

Allowance for doubtful accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

1,656

 

 

$

1,345

 

 

$

4,503

 

Provision

 

 

(570

)

 

 

299

 

 

 

1,212

 

Charge-offs

 

 

(151

)

 

 

12

 

 

 

(4,370

)

Acquisitions and other

 

 

47

 

 

 

-

 

 

 

-

 

Balance, end of period

 

$

982

 

 

$

1,656

 

 

$

1,345

 

Allowance for customer credits:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

95,537

 

 

$

98,650

 

 

$

82,483

 

Provision

 

 

203,677

 

 

 

187,422

 

 

 

175,260

 

Credits issued

 

 

(208,665

)

 

 

(193,753

)

 

 

(159,093

)

Acquisitions and other

 

 

-

 

 

 

3,218

 

 

 

-

 

Balance, end of period

 

$

90,549

 

 

$

95,537

 

 

$

98,650

 

 

4564