UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 1, 2006
or
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number 0-18914
DORMAN PRODUCTS, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2078856
-------------------- ----------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3400 East Walnut Street,
Colmar, StatePennsylvania 18915
-------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(215)997-1800
------------------------------
(Registrant's telephone number, including area code)
R&B, Inc.
---------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
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.
X Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ___ Accelerated filer X Non-accelerated filer __
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes X No
As of date August 1, 2006 the registrant had 17,704,590 shares of common stock,
$.01 par value, outstanding.
Page 1 of 27
DORMAN PRODUCTS, INC. stocktickerAND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON stocktickerFORM 10-Q
July 1, 2006
PART I. FINANCIAL INFORMATION..............................................3
Item 1. CONSOLIDATED FINANCIAL STATEMENTS (unaudited)...............3
CONSOLIDATED STATEMENTS OF OPERATIONS
Thirteen Weeks Ended July 1, 2006 and June 25, 2005......3
Twenty-six Weeks Ended July 1, 2006 and June 25, 2005....4
CONSOLIDATED BALANCE SHEETS.................................5
CONSOLIDATED STATEMENTS OF CASH FLOWS.......................6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..................................14
Item 3. Quantitative and Qualitative Disclosures about
Market Risk................................................22
Item 4. Controls and Procedures....................................22
PART II. OTHER INFORMATION.................................................23
Item 1. Legal Proceedings..................................23
Item 1A. Risk Factors.......................................23
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds................................23
Item 3. Defaults Upon Senior Securities....................23
Item 4. Submission of Matters to a Vote of
Security Holders...................................24
Item 5. Other Information..................................24
Item 6. Exhibits...........................................24
SIGNATURES ...................................................26
Page 2 of 27
Page 3 of 27
PART I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
DORMAN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the
Thirteen Weeks Ended
------------------------------
(in thousands, except per share data) July 1, 2006 June 25, 2005
------------ -------------
Net Sales.................................. $ 74,187 $ 68,611
Cost of goods sold......................... 47,500 43,668
Gross profit............................ 26,687 24,943
Selling, general and administrative expenses 19,333 16,925
Goodwill impairment........................ 2,897 -
Income from operations.................. 4,457 8,018
Interest expense, net...................... 631 682
Income before taxes..................... 3,826 7,336
Provision for taxes........................ 2,910 2,708
Net Income.............................. $ 916 $ 4,628
Earnings Per Share:
Basic................................... $ 0.05 $ 0.26
Diluted................................. $ 0.05 $ 0.25
Average Shares Outstanding:
Basic................................... 17,730 17,927
Diluted................................. 18,147 18,464
See accompanying notes to consolidated financial statements.
Page 3 of 27
DORMAN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the
Twenty-six Weeks Ended
-----------------------------
(in thousands, except per share data) July 1, 2006 June 25, 2005
------------ -------------
Net Sales................................. $ 143,052 $ 129,842
Cost of goods sold........................ 91,676 82,206
Gross profit........................... 51,376 47,636
Selling, general and administrative expenses. 37,992 33,548
Goodwill impairment........................ 2,897 -
Income from operations.................. 10,487 14,088
Interest expense, net...................... 1,221 1,289
Income before taxes..................... 9,266 12,799
Provision for taxes........................ 4,930 4,717
Net Income.............................. $ 4,336 $ 8,082
Earnings Per Share:
Basic................................... $ 0.24 $ 0.45
Diluted................................. $ 0.24 $ 0.44
Average Shares Outstanding:
Basic................................... 17,738 17,906
Diluted................................. 18,153 18,457
See accompanying notes to consolidated financial statements.
Page 4 of 27
DORMAN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands, except share data) July 1, 2006 2005
------------ ------------
Assets (unaudited)
Current Assets:
Cash and cash equivalents............... $ 4,891 $ 2,944
Accounts receivable, less allowance
for doubtful accounts and customer credits
of $24,171 and $22,728....................... 61,597 64,778
Inventories................................... 75,994 75,535
Deferred income taxes......................... 10,033 9,560
Prepaids and other current assets............. 1,672 1,545
Total current assets...................... 154,187 154,362
Property, Plant and Equipment, net................. 28,025 27,473
Goodwill........................................... 27,000 29,617
Other Assets....................................... 920 704
Total.........................................$ 210,132 $ 212,156
Liabilities and Shareholders' Equity...............
Current Liabilities:
Current portion of long-term debt.............$ 8,571 $ 8,571
Accounts payable.............................. 12,143 14,739
Accrued compensation.......................... 6,372 6,727
Other accrued liabilities..................... 5,719 8,513
Total current liabilities................. 32,805 38,550
Other Long-Term Liabilities........................ - 626
Long-Term Debt..................................... 25,643 27,243
Deferred Income Taxes.............................. 7,768 7,195
Commitments and Contingencies .....................
Shareholders' Equity:
Common stock, par value $.01; authorized 25,000,000 shares; issued
17,717,617 and 17,749,583.................. 177 177
Additional paid-in capital................... 33,012 33,138
Cumulative translation adjustments........... 2,434 1,270
Retained earnings............................ 108,293 103,957
Total shareholders' equity................... 143,916 138,542
Total.................................... $ 210,132 $ 212,156
See accompanying notes to consolidated financial statements.
Page 5 of 27
DORMAN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Twenty-six
Weeks Ended
July 1 June 25
(in thousands) 2006 2005
Cash Flows from Operating Activities:
Net income ................................... $ 4,336 $ 8,082
Adjustments to reconcile net income to cash provided by (used in) operating
activities:
Depreciation and amortization................. 3,281 2,774
Goodwill impairment.......................... 2,897 -
Provision for doubtful accounts.............. 798 133
Provision for deferred income tax............ 117 574
Changes in assets and liabilities:
Accounts receivable.......................... 2,673 (6,087)
Inventories.................................. 146 (7,820)
Prepaids and other current assets............ (98) 293
Other assets................................. (246) -
Accounts payable............................. (2,756) (576)
Accrued compensation and other liabilities... (2,810) (2,270)
Other long-term liabilities.................. (626) (211)
Cash provided by (used in) operating activities. 7,712 (5,108)
Cash Flows from Investing Activities:
Property, plant and equipment additions...... (3,795) (4,113)
Business acquisition, net of cash acquired - (1,680)
Cash used in investing activities.......... (3,795) (5,793)
Cash Flows from Financing Activities:
Net (repayment) proceeds from revolving
credit facility............................. (1,600) 5,750
Proceeds from exercise of stock options...... 15 60
Purchase and cancellation of common stock.... (385) -
Cash (used in) provided by financing activities.... (1,970) 5,810
Net Increase (Decrease) in Cash and Cash Equivalents.... 1,947 (5,091)
Cash and Cash Equivalents, Beginning of Period... 2,944 7,152
Cash and Cash Equivalents, End of Period........ $ 4,891 $ 2,061
Supplemental Cash Flow Information..............
Cash paid for interest expense............... $ 1,199 $ 1,231
Cash paid for income taxes................... $ 4,579 $ 3,998
See accompanying notes to consolidated financial statements.
Page 6 of 27
DORMAN PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TWENTY-SIX WEEKS ENDED JULY 1, 2006 AND JUNE 25, 2005 (UNAUDITED)
1. Basis of Presentation
Effective May 24, 2006, the Company changed its name from R&B, Inc. to
Dorman Products, Inc.(the "Company").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. However, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the twenty-six week period ended
July 1, 2006 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 30, 2006. The Company may experience
significant fluctuations from quarter to quarter in its results of operations
due to the timing of orders placed by the Company's customers. Generally, the
second and third quarters have the highest level of customer orders, but the
introduction of new products and product lines to customers may cause
significant fluctuations from quarter to quarter. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2005.
2. Sales of Accounts Receivable
The Company has entered into several customer sponsored programs
administered by unrelated financial institutions that permit the Company to
sell, without recourse, certain accounts receivable at discounted rates to the
financial institutions. The Company does not retain any servicing requirements
for these accounts receivable. Transactions under these agreements are accounted
for as sales of accounts receivable following the provisions of Statement of
Financial Accounting Standards (SFAS) No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - A Replacement
of FASB Statement 125." At July 1, 2006 and December 31, 2005, respectively,
$27.1 million and $23.2 million of accounts receivable were sold and removed
from the consolidated balance sheets. Selling, general and administrative
expenses for the twenty-six weeks ended July 1, 2006 and June 25, 2005 include
$1.0 million and $0.5 million, respectively, in financing costs associated with
these accounts receivable sales programs.
Page 7 of 27
3. Inventories
Inventories include the cost of material, freight, direct labor and
overhead utilized in the processing of the Company's products. Inventories were
as follows:
Juy 1 December 31
(in thousands) 2006 2005
----- -----------
Bulk product............................... $ 29,771 $ 30,548
Finished product.......................... 43,381 42,317
Packaging materials....................... 2,842 2,670
Total...................................... $ 75,994 $ 75,535
Included in finished product as of dateMonth7Day1Year2006July 1, 2006 is
approximately $1.7 million in inventory held on consignment with one customer.
4. Goodwill
During the thirteen weeks ended July 1, 2006, the Company assessed
the value of the goodwill recorded at its Swedish subsidiary (Scan-Tech) as a
result of a review of the Scan-Tech business in response to bad debt charge
offs at two large customers and the resulting loss of those customers in the
first half of the year. After completing the required analyses, the Company
concluded that the goodwill balance existing at the subsidiary was impaired.
Accordingly, an impairment charge of approximately $2.9 million, which
represents the entire goodwill balance at the subsidiary, was recorded in the
consolidated statements of operations. In addition, the Company recorded a
$0.3 million charge to its provision for income taxes to write off deferred tax
assets of the subsidiary which it deemed unrealizable.
In June 2005, the Company acquired The Automotive Edge/Hermoff
(Hermoff) for approximately $1.7 million. The consolidated results include
Hermoff since June 1, 2005. The Company has not presented pro forma results of
operations for the twenty-six weeks ended June 25, 2005 assuming the
acquisition had occurred at the beginning of the period as this result would
not have been materially different than actual results for the period.
Total goodwill recognized in connection with the acquisition was $0.9 million.
Goodwill activity for the twenty-six weeks ended July 1, 2006 is as
follows (in thousands):
Balance, December 31, 2005 $ 29,617
Goodwill impairment (2,897)
Acquisition adjustments 125
Translation 155
Balance, July 1, 2006 $ 27,000
----------------------------------------------------------------------
5. Stock-Based Compensation
Effective May 18, 2000, the Company amended and restated its incentive
Stock Option Plan (the "Plan"). Under the terms of the Plan, the Board of
Directors of the Company may grant incentive stock options or non-qualified
stock options or combinations thereof to purchase up to 2,345,000 shares of
common stock to officers, directors and employees. Grants under the Plan must
be made within 10 years of the plan amendment date and are exercisable at the
discretion of the Board of Directors, but in no event more than 10 years from
the date of grant. At July 1, 2006, options to acquire 278,760 shares were
available for grant under the Plan.
Effective date January 1, 2006, the Company adopted SFAS No. 123R and
related interpretations and began expensing the grant-date fair value of
employee stock options. Prior to January 1, 2006, the Company applied
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
Page 8 of 27
to Employees," and related interpretations in accounting for its stock option
plans. Accordingly, no compensation expense was recognized in net income for
employee stock options for those options granted which had an exercise price
equal to the market value of the underlying common stock on the date of grant.
The Company adopted SFAS No. 123R using the modified prospective
transition method and therefore has not restated prior periods. Under this
transition method, compensation cost associated with employee stock options
recognized in 2006 includes amortization related to the remaining unvested
portion of stock option awards granted prior to January 1, 2006, and
amortization related to new awards granted after January 1, 2006. Prior to the
adoption of SFAS No. 123R, the Company presented tax benefits resulting from
stock-based compensation as operating cash flows in the consolidated statements
of cash flows. SFAS No. 123R requires that cash flows resulting from tax
deductions in excess of compensation cost recognized in the financial statements
be classified as financing cash flows.
Compensation cost is recognized on a straight-line basis over the
vesting period during which employees perform related services. The compensation
cost charged against income for the thirteen and twenty-six week periods ended
July 1, 2006 was $126,000 and $243,000 before taxes, respectively. The
compensation cost recognized is classified as selling, general and
administrative expense in the consolidated statement of operations.
No cost was capitalized during fiscal 2006. The Company included a forfeiture
assumption of 2.6% in the calculation of expense.
The fair value of options granted in 2006 was estimated using the
Black-Scholes option valuation model that used the assumptions noted in the
table below. Expected volatility and expected dividend yield are based on the
actual historical experience of the Company's stock. The expected life
represents the period of time that options granted are expected to be
outstanding and was calculated using the simplified method prescribed by the
Securities and Exchange Commission Staff Accounting Bulletin No. 107. 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.
Expected dividend yield....................... 0%
Expected stock price volatility............ 47.1%
Risk-free interest rate..................... 4.3%
Expected life of options.................... 6.5 years
The weighted-average grant-date fair value of options granted during
2006 was $4.83 per option.
Transactions under the Plan for 2006 were as follows:
Page 9 of 27
Weighted
Average
Remaning
Weighted Term (In Aggregate
Shares Average Price years) Intrinsic Value
------ ------------ ------- --------------
Balance at December 31, 2005 995,216 $ 4.80
Granted.........................20,000 9.15
Exercised.......................(7,200) 1.07
Canceled........................(1,200) 3.02
Balance at July 1, 2006......1,006,816 $ 4.92 6.2 $ 6,358,000
Options exercisable
at July 1, 2006 ............. 631,916 $ 2.54 5.2 $ 5,491,000
The total intrinsic value of stock options exercised during 2006 was
$66,000.
As of July 1, 2006, there was approximately $1.4 million of
unrecognized compensation cost related to nonvested stock options, which is
expected to be recognized over a weighted-average period of approximately 3.0
years.
Cash received from option exercises during 2006 was $8,000. The total
tax benefit generated from options granted prior to anuary 1, 2006, which were
exercised during 2006, was approximately $10,000 and was credited to additional
paid in capital.
In November 2005, the FASB issued FSP No. FAS 123(R)-3, "Transition
Election Related to Accounting for the Tax Effects of Share-Based Payment
Awards." This FSP provides an elective alternative transition method for
calculating the pool of excess tax benefits available to absorb tax deficiencies
recognized subsequent to the adoption of SFAS No. 123R. Companies may take up to
one year from the effective date of the FSP to evaluate the available transition
alternatives and make a one-time election as to which method to adopt. The
Company is currently in the process of evaluating the alternative methods.
6. Earnings Per Share
The following table sets forth the computation of basic earnings per
share and diluted earnings per share for the thirteen and twenty-six week
periods ended July 1, 2006 and June 25, 2005:
Page 10 of 27
Thirteen Weeks Twenty-Six Weeks
Ended Ended
(in thousands, except per share data)
July 1 June 25 July 1 June 25
2006 2005 2006 2005
------ ------- ------ -------
Numerator:
Net income............................. $ 916 $ 4,628 $4,336 $ 8,082
Denominator:
Weighted average shares outstanding used
in basic earnings per share calculation.. 17,730 17,927 17,738 17,906
Effect of dilutive stock options............ 417 537 415 551
Adjusted weighted average shares
outstanding diluted earnings per share.. 18,147 18,464 18,153 18,457
Basic earnings per share.................. $ 0.05 $ 0.26 $ 0.24 $ 0.45
Diluted earnings per share............... $ 0.05 $ 0.25 $ 0.24 $ 0.44
Options to purchase 193,500 shares were outstanding at July 1, 2006,
but were not included in the computation of diluted earnings per common share,
as their effect would have been antidilutive. No outstanding options at June
25, 2005 were excluded from the computation of diluted earnings per share.
Through 2005, the Company applied Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations
in accounting for its stock option plans. Accordingly, no compensation expense
for stock options was recognized. If compensation cost for these plans had been
determined using the fair-value method prescribed by SFAS No. 123, "Accounting
for Stock-Based Compensation," the Company's net income and earnings per share
for the thirteen weeks ended June 25, 2005 would have been reduced to the
following pro forma amounts (in thousands, except per share data):
Thirteen Weeks Twenty-Six Weeks
Ended Ended
June 25, 2005 June 25, 2005
------------- ---------------
Net income, as reported..................$ 4,628 $ 8,082
Less: Stock-based compensation expense,
net of related tax effects, determined
under the fair value based method
for all awards......................... (61) (121)
Net income, pro forma.................. $ 4,567 $ 7,961
Earnings per share:
Basic - as reported $ 0.26 $ 0.45
Basic - pro forma $ 0.25 $ 0.44
Diluted - as reported $ 0.25 $ 0.44
Diluted - pro forma $ 0.25 $ 0.43
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option valuation model with the following weighted
average assumptions for 2005:
Page 11 of 27
Expected dividend yield.......................... 0%
Expected stock price volatility................. 47%
Risk-free interest rate.........................3.9%
Expected life of option.........................7.5 years
On February 24, 2005, the Company's Board of Directors approved a
two-for-one split of the Company's common stock, payable in the form of a
stock dividend of one share for each share held. The Board set March 15, 2005
as the record date for the determination of the shareholders entitled to
receive the additional shares. The shares were distributed to the shareholders
of record on March 28, 2005. All earnings per share and common stock
information is presented as if the stock split occurred prior to the earliest
period included in these consolidated financial statements.
7. Related-Party Transactions
The Company has entered into a noncancelable operating lease for its
primary operating facility from a partnership in which Richard N. Berman, the
Company's Chief Executive Officer, and Steven L. Berman, the Company's Executive
Vice President, are partners. Total rental payments in 2005 to the partnership
under the lease arrangement was $1.3 million.
8. Subsequent Event
In July 2006, the Company amended its Revolving Credit Facility. The
amended facility extended the expiration date from June 2007 to June 2008. The
July 2006 amendment also increased the total credit facility from $20 million to
$30 million. Borrowings under the amended facility are on an unsecured basis
with interest rates ranging from LIBOR plus 65 basis points to LIBOR plus 150
basis points based upon the achievement of certain benchmarks related to the
ratio of funded debt to EBITDA. The loan agreement also contains covenants, the
most restrictive of which pertain to net worth and the ratio of debt to EBITDA.
The borrowings under the Revolving Credit Facility as of July 1, 2006 have been
included in long-term debt in the accompanying consolidated balance sheet.
9. New Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued
FIN 48, Accounting for Uncertainty in Income Taxes--an interpretation of FASB
Statement No. 109, Accounting for Income Taxes, which clarifies the accounting
for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. The Interpretation
requires that the Company recognize in the financial statements, the impact of a
tax position, if that position is more likely than not of being sustained on
audit, based on the technical merits of the position. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods and disclosure. The provisions of FIN 48 are effective beginning
January 1, 2007 with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings.
The Company is currently evaluating the impact of adopting FIN 48 on the
financial statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections". SFAS No. 154 is a replacement of stocktickerABP No. 20 and
FSAB Statement No. 3. SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections. It establishes
retrospective application as the required method for reporting a change in
accounting principle. SFAS No. 154 provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable. The
reporting of a correction of an error by restating previously issued financial
statements is also addressed by SFAS No. 154. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal
Page 12 of 27
years beginning after December 15, 2005. The adoption of this statement did not
have an impact on the Company's consolidated financial condition or results
of operations.
In December 2004, the FASB issued SFAS No. 151 "Inventory Costs, an
Amendment of ARB No. 43, Chapter 4". SFAS No. 151 clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted
material and requires that these items be recognized as current period charges.
SFAS No. 151 applies only to inventory costs incurred during periods beginning
after the effective date and also requires that the allocation of fixed
production overhead to conversion costs be based on the normal capacity of the
production facilities. SFAS No. 151 is effective for the Company's fiscal year
beginning January 1, 2006. The adoption of this statement did not have a
material effect on the results of operations.
Page 13 of 27
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-
Overview
The Company is a leading supplier of Original Equipment (OE) Dealer
"Exclusive" automotive replacement parts, automotive hardware, brake products,
and household hardware to the automotive aftermarket and mass merchandise
markets. Dorman automotive parts and hardware are marketed under the OE
Solutions(TM), HELP!(R), AutoGrade(TM), First Stop(TM), Conduct-Tite(R),
Pik-A-Nut(R), and Scan-Tech(TM) brand names. The Company designs, packages and
markets over 73,000 different automotive replacement parts (including brake
parts), fasteners and service line products manufactured to its specifications.
The Company's products are sold under one of the seven Dorman brand names. The
Company's products are sold primarily in the United States through automotive
aftermarket retailers (such as AutoZone, Advance and O'Reilly),
national, regional and local warehouse distributors (such as Carquest
and NAPA) and specialty markets including parts manufacturers for
resale under their own private labels and salvage yards. Through its Scan-Tech
and Hermoff subsidiaries, the Company is increasing its international
distribution of automotive replacement parts, with sales into Canada, Europe,
the Middle East and the Far East.
The automotive aftermarket in which the Company competes has been
growing in size; however, the market continues to consolidate. As a result, the
Company's customers regularly seek more favorable pricing, product returns and
extended payment terms when negotiating with the Company. While the Company does
its best to avoid such concessions, in some cases payment terms to customers
have been extended and returns of product have exceeded historical levels. The
product returns and more favorable pricing primarily affect the Company's profit
levels while terms extensions generally reduce operating cash flow and require
additional capital to finance the business. Management expects both of these
trends to continue for the foreseeable future.
The Company has focused on new product development as a way to offset
some of these customer demands and as its primary vehicle for growth. As such,
new product development is a critical success factor for the Company. The
Company has invested heavily in resources necessary for it to increase its new
product development efforts and to strengthen its relationships with its
customers. These investments are primarily in the form of increased product
development resources and awareness programs, customer service improvements and
increased customer credits and allowances. This has enabled the Company to
provide an expanding array of new product offerings and grow its revenues.
The Company may experience significant fluctuations from quarter to
quarter in its results of operations due to the timing of orders placed by the
Company's customers. Generally, the second and third quarters have the highest
level of customer orders, but the introduction of new products and product lines
to customers may cause significant fluctuations from quarter to quarter.
The Company operates on a fifty-two, fifty-three week period ending on
the last Saturday of the calendar year.
Cautionary Statement Regarding Forward Looking Statements
Certain statements in this document constitute "forward-looking
statements" within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. While forward-looking statements sometimes are presented
with numerical specificity, they are based on various assumptions made by
management regarding future circumstances over many of which the Company has
little or no control. Forward-looking statement may be identified by words
including "anticipate," "believe," "estimate," "expect," and similar
expressions. The Company cautions readers that forward-looking statements,
Page 14 of 27
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, concentration of
the Company's sales and accounts receivable among a small number of customer,
the impact of consolidation in the automotive aftermarket industry, foreign
currency fluctuations, dependence on senior management and other risks and
factors identified from time to time in the reports the Company files with the
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. For additional information concerning factors that could cause actual
results to differ materially from the information contained in this report,
reference is made to the information in Part I, "Item 1A, Risk Factors" in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2005.
Stock Split
All prior period common stock and applicable share and per share
amounts have been retroactively adjusted to reflect a two-for-one split in the
form of a stock dividend of the Company's Common Stock effective March 28, 2005.
Write Off of Goodwill and Deferred Tax Asset Related to Swedish Subsidiary
During the thirteen weeks ended July 1, 2006, the Company assessed the
value of the goodwill recorded at its Swedish subsidiary (Scan-Tech) as a
result of a review of the Scan-Tech business in response to bad debt charge
offs at two large customers and the resulting loss of those customers in the
first half of the year. After completing the required analyses, the Company
concluded that the goodwill balance existing at the subsidiary was impaired.
Accordingly, an impairment charge of approximately $2.9 million, which
represented the entire goodwill balance at the subsidiary, was recorded in the
consolidated statements of operations. In addition, the Company recorded a
$0.3 million charge to its provision for income taxes to write off
deferred tax assets of the subsidiary which it deemed unrealizable.
Acquisition
In June 2005, the Company acquired The Automotive Edge/Hermoff
("Hermoff") for approximately $1.7 million. The consolidated results include
Hermoff since June 1, 2005. The Company has not presented pro forma results of
operations for the period ended June 25, 2005, assuming the acquisition had
occurred at the beginning of the respective periods, as these results would not
have been materially different than actual results for the periods.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted SFAS No. 123R and
related interpretations and began expensing the grant-date fair value of
employee stock options. Prior to January 1, 2006, the Company applied
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its stock option
plans. Accordingly, no compensation expense was recognized in net income for
employee stock options for those options granted which had an exercise price
equal to the market value of the underlying common stock on the date of grant.
The Company adopted SFAS No. 123R using the modified prospective
transition method and therefore has not restated prior periods. Under this
transition method, compensation cost associated with employee stock options
recognized in 2006 includes amortization related to the remaining unvested
portion of stock option awards granted prior to January 1, 2006, and
amortization related to new awards granted after January 1, 2006. Prior to the
adoption of SFAS No. 123R, the Company presented tax benefits
Page 15 of 27
resulting from stock-based compensation as operating cash flows in the
consolidated statements of cash flows. SFAS No. 123R requires that cash flows
resulting from tax deductions in excess of compensation cost recognized in the
financial statements be classified as financing cash flows.
Compensation cost is recognized on a straight-line basis over the
vesting period during which employees perform related services. The compensation
cost charged against income for the thirteen and twenty-six week periods ended
July 1, 2006 was $126,000 and $243,000 before taxes, respectively. The
compensation cost recognized is classified as selling, general and
administrative expense in the consolidated statement of operations. No cost
was capitalized during fiscal 2006. The Company included a forfeiture
assumption of 2.6% in the calculation of expense.
Results of Operations
The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain items in the Company's
Consolidated Statements of Operations:
Percentage of Net Sales Percentage of Net Sales
For the Thirteen Weeks For the Twenty-Six Weeks
Ended Ended
July June July June
1, 2006 25, 2005 1, 2006 25, 2005
------- -------- ------- --------
Net Sales............ 100.0% 100.0% 100.0% 100.0%
Cost of goods sold....... 64.0 63.6 64.1 63.3
Gross profit......... 36.0 36.4 35.9 36.7
Selling, general and
administrative expenses.. 26.1 24.7 26.6 25.8
Goodwill impairment..... 3.9 - 2.0 -
Income from operations.. 6.0 11.7 7.3 10.9
Interest expense, net... 0.8 1.0 0.8 1.0
Income before taxes..... 5.2 10.7 6.5 9.9
Provision for taxes...... 4.0 4.0 3.5 3.7
Net Income.............. 1.2% 6.7% 3.0% 6.2%
Thirteen Weeks Ended July 1, 2006 Compared to Thirteen Weeks Ended June
25, 2005
Net sales increased 8% to $74.2 million for the thirteen weeks ended
July 1, 2006 from $68.6 million for the same period in 2005. Sales volume
during this period increased as a result of continued sales growth from
products introduced within the last twenty-four months.
Cost of goods sold, as a percentage of sales, increased to 64.0% for
the thirteen weeks ended July 1, 2006 from 63.6% in the same period last
year. The Company has experienced gross margin reductions in several product
lines as a result of higher customer returns and allowances and selling price
reductions due to competitive pressures.
Selling, general and administrative expenses for the thirteen weeks
ended July 1, 2006 increased $2.4 million, or 14%, to $19.3 million from $16.9
million for the same period in 2005. This increase was the result of the
Company's decision to invest additional resources in new product
development and promotional support, volume-driven variable expense increases,
inflationary increases in wages and other costs, and a $0.6 million
write-off of accounts receivable after the loss of two large customers of the
Company's Swedish subsidiary. Selling, general and administrative expenses for
the thirteen weeks ended July 1, 2006 and June 25, 2005 include $0.5 million
and $0.2 million, respectively, in financing costs associated with accounts
receivable sales programs whereby the Company sells its accounts receivable on
a non-recourse basis to financial institutions.
Page 16 of 27
As noted above, the Company recorded a $2.9 million charge in the
second quarter of 2006 to write off the goodwill of its Swedish subsidiary.
Interest expense, net, was slightly lower in the thirteen weeks ended
July 1, 2006 as the benefit of lower borrowing levels in the current year was
partially offset by higher interest rates on the Company's revolving credit
facility.
The Company's effective tax rate increased to 76.1% for the thirteen
weeks ended July 1, 2006 from 36.9% for the thirteen weeks ended June 25, 2005.
The increase is primarily the result of the $2.9 million goodwill impairment
charge which is not tax deductible and therefore had no income tax benefit
associated with it. In addition, the Company's provision for income taxes for
the thirteen weeks ended July 1, 2006, includes a $0.3 million charge
to write off deferred tax assets.
Twenty-six Weeks Ended July 1, 2006 Compared to Twenty-six Weeks Ended
June 25, 2005
Net sales increased 10% to $143.1 million for the twenty-six weeks
ended July 1, 2006 from $129.8 million for the same period in 2005. Sales
volume in 2006 increased as a result of continued sales growth from products
introduced within the last twenty-four months.
Cost of goods sold, as a percentage of sales, increased to 64.1% for
the twenty-six weeks ended July 1, 2006 from 63.3% in the same period last
year. The Company has experienced gross margin reductions in several product
lines as a result of higher customer returns and allowances and selling price
reductions due to competitive pressures. A $0.8 million increase in the
Company's provision for excess and obsolete inventory in 2006 also increased
cost of sales and reduced margins in the current year.
Selling, general and administrative expenses for the twenty-six weeks
ended July 1, 2006 increased $4.4 million, or 13%, to $38.0 million from $33.5
million for the same period in 2005. This increase was the result of the
Company's decision to invest additional resources in new product development
and promotional support as well as volume-driven variable expense increases,
inflationary increases in wages and other costs, and an $0.8 million
write-off of accounts receivable after the loss of two large customers of
the Company's Swedish subsidiary. Selling, general and administrative
expenses for the twenty-six weeks ended July 1, 2006 and June 25, 2005 include
$1.0 million and $0.5 million, respectively, in financing costs associated with
accounts receivable sales programs whereby the Company sells its accounts
receivable on a non-recourse basis to financial institutions.
As noted above, the Company recorded a $2.9 million charge in the
second quarter of 2006 to write off the goodwill of its Swedish subsidiary.
Interest expense, net, was slightly lower in the twenty-six weeks ended
July 1, 2006 as the benefit of lower borrowing levels in the current year was
partially offset by higher interest rates on the Company's revolving credit
facility.
The Company's effective tax rate increased to 53.2% for the twenty-six
weeks ended July 1, 2006 from 36.9% for the twenty-six weeks ended June 25,
2005. The increase is primarily the result of the $2.9 million goodwill
impairment charge which is not tax deductible and therefore had no income tax
benefit associated with it. In addition, the Company's provision for income
taxes for the twenty-six weeks ended July 1, 2006, includes a $0.3 million
charge to write off deferred tax assets.
Liquidity and Capital Resources
Historically, the Company has financed its growth through a combination
of cash flow from operations, accounts receivable sales programs provided by
certain customers and through the issuance of senior indebtedness through its
bank credit facility and senior note agreements. At July 1, 2006, working
Page 17 of 27
capital was $121.4 million, total long-term debt (including the current
portion and revolving credit borrowings) was $34.2 million and shareholders'
equity was $143.9 million. Cash and cash equivalents as of July 1, 2006 totaled
$4.9 million.
Over the past several years the Company has extended 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 of cash flow. The Company participates in accounts receivable
sales programs with several customers which allow it to sell its accounts
receivable on a non-recourse basis to financial institutions to offset the
negative cash flow impact of these payment terms extensions. As of July 1, 2006
and December 31, 2005, respectively, the Company had sold $27.1 million and
$23.2 million in accounts receivable under these programs and had removed them
from its balance sheets. The Company expects continued pressure to extend its
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.
Long-term debt includes $25.7 million in Senior Notes that were
originally issued in August 1998, in a private placement on an unsecured basis
("Notes"). The Notes bear a 6.81% fixed interest rate, payable quarterly. Annual
principal payments of $8.6 million are due each August through 2008. The Notes
require, among other things, that the Company maintain certain financial
covenants relating to debt to capital ratios and minimum net worth.
In July 2006, the Company amended its revolving credit facility. The
amendment increased the size of the total credit facility from $20 million to
$30 million and extended the expiration date from June 2007 to June 2008.
Borrowings under the facility are on an unsecured basis with interest at rates
ranging from LIBOR plus 65 basis points to LIBOR plus 150 basis points based
upon the achievement of certain benchmarks related to the ratio of funded debt
to EBITDA. The interest rate at July 1, 2006 was LIBOR plus 85 basis points
(6.18%). Borrowings under the facility were $8.5 million as of July 1, 2006.
The loan agreement also contains covenants, the most restrictive of which
pertain to net worth and the ratio of debt to EBITDA. The Company is in
compliance with all financial covenants contained in the Notes and Revolving
Credit Facility.
The Company's business activities do not include the use of
unconsolidated special purpose entities, and there are no significant business
transactions that have not been reflected in the accompanying financial
statements.
The Company reported a net source of cash flow from its operating
activities of $7.7 million in the twenty-six weeks ended July 1, 2006. Net
income, depreciation and a $2.7 million decrease in accounts receivable were
the primary sources of operating cash flow in the twenty-six weeks ended July 1,
2006. The Company increased the amount of accounts receivable sold to fund
working capital needs by $3.9 million during the twenty-six weeks ended July 1,
2006, which led to the drop in accounts receivable. The primary uses of cash
flow were accounts payable and accrued compensation and other liabilities.
Accounts payable decreased $2.8 million as a result of lower inventory
purchasing levels and the timing of payments to suppliers. Accrued compensation
and other liabilities resulted in a $2.8 million use of cash in the twenty-six
weeks ended July 1, 2006 as income taxes payable declined due to the timing of
estimated income tax payments.
Investing activities used $3.8 million of cash in the twenty-six weeks
ended July 1, 2006 as a result of additions to property, plant and equipment.
The Company's largest 2006 capital project is the automation and expansion of
its central distribution center in Warsaw, Kentucky. This project began in 2004
and was originally expected to be completed in early 2005 at a cost of $5.0
million. Scope changes and other factors are now expected to delay completion
of the project until September 2006, and total costs are now expected to be
approximately $7.0 million. Capital spending in the twenty-six weeks ended
July 1, 2006 also included tooling associated with new products, purchases of
equipment to outfit our new
Page 18 of 27
distribution center in Portland, Tennessee, upgrades to information systems,
purchases of equipment designed to improve operational efficiencies and
scheduled equipment replacements.
Financing activities used $2.0 million in cash in the twenty-six weeks
ended July 1, 2006. The primary use of cash flow was net repayments of $1.6
million under the Company's revolving credit facility.
The Company believes that cash and cash equivalents on hand and cash
generated from operations together with its available sources of capital are
sufficient to meet its ongoing cash needs for the foreseeable future.
Foreign Currency Fluctuations
In 2005, approximately 65% of the Company's products were purchased
from a variety of foreign countries. The products generally are purchased
through purchase orders with the purchase price specified in U.S. dollars.
Accordingly, the Company does 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. However,
weakness in the dollar has resulted in some materials price increases and
pressure from several foreign suppliers to increase prices further. To the
extent that the dollar decreases in value to foreign currencies in the future or
the present weakness in the dollar continues for a sustained period of time, the
price of the product in dollars for new purchase orders may increase further.
The Company makes significant purchases of product from Chinese
vendors. Prior to 2005, the Chinese Yuan exchange rate had been fixed against
the U.S. Dollar since 1998. In July 2005, the Chinese government announced an
immediate 2% revaluation of the Yuan against the U.S. Dollar and that going
forward it will allow the Yuan to fluctuate against a basket of currencies.
Since that time the Yuan has strengthened another 1% against the U.S. Dollar.
Most experts believe that the value of the Yuan will increase further relative
to the U.S. Dollar over the next few years. Such a move would most likely result
in an increase in the cost of products that are purchased from
China.
Impact of Inflation
The Company has experienced increases in the cost of materials and
transportation costs as a result of raw materials shortages and commodity price
increases. These increases did not have a material impact on the Company. The
Company believes that further cost increases could potentially be mitigated by
passing along price increases to customers or through the use of alternative
suppliers or resourcing purchases to other countries, however there can be no
assurance that the Company will be successful in such efforts.
Related-Party Transactions
The Company has entered into a noncancelable operating lease for its
primary operating facility from a partnership in which Richard N. Berman, the
Company's Chief Executive Officer, and Steven L. Berman, the Company's Executive
Vice President, are partners. Total rental payments in 2005 to the partnership
under the lease arrangement was $1.3 million.
Critical Accounting Policies
The Company's discussion and analysis of its financial condition and
results of operations are based upon the consolidated financial statements,
which have been prepared in accordance with placecountry-regionU.S. generally
accepted accounting principles. The preparation of these financial statements
requires management 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. The Company regularly evaluates
its estimates and judgments, including those related to revenue recognition, bad
debts, customer credits, inventories, goodwill and income taxes. Estimates and
judgments are based upon historical
Page 20 of 27
experience and on various other assumptions believed to be accurate and
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. The Company believes
the following critical accounting policies affect its more significant
estimates and judgments used in the preparation of its consolidated financial
statements:
Allowance for Doubtful Accounts. The preparation of the Company's
financial statements requires management to make estimates of the collectability
of its accounts receivable. Management specifically analyzes accounts receivable
and historical bad debts, customer creditworthiness, current economic trends and
changes in customer payment patterns when evaluating the adequacy of the
allowance for doubtful accounts. A significant percentage of the Company's
accounts receivable has been, and will continue to be, concentrated among a
relatively small number of automotive retailers and warehouse distributors in
the United States. The Company's five largest customers accounted for 77% of
net accounts receivable as of December 31, 2005 and December 25, 2004. A
bankruptcy or financial loss associated with a major customer could have a
material adverse effect on the Company's 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
have been transferred to the customer and collection is reasonably assured. The
Company records estimates for cash discounts, product returns and warranties,
discounts and promotional rebates in the period of the sale ("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. 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. Actual Customer Credits have not differed materially from
estimated amounts for each period presented.
Excess and Obsolete Inventory Reserves. Management must make estimates
of potential future excess and obsolete inventory costs. The Company provides
reserves for discontinued and excess inventory based upon historical demand,
forecasted usage, estimated customer requirements and product line updates. The
Company maintains contact with its customer base in order to understand buying
patterns, customer preferences and the life cycle of its products. Changes in
customer requirements are factored into the reserve needs as needed.
Goodwill. The Company follows the provisions of SFAS No. 142, "Goodwill
and Other Intangible Assets". The Company employs a discounted cash flow
analysis and a market comparable approach in conducting its impairment tests.
Cash flows were discounted at 12% and an earnings multiple of 5.75 to 6.0 times
EBITDA was used when conducting these tests in 2005. The Company has completed
an impairment test required by SFAS No. 142, with respect to its Swedish
subsidiary (Scan-Tech), the results of which are discussed in Note 4 of the
Notes to Consolidated Financial Statements in this report.
Page 20 of 27
Income Taxes. The Company follows the 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
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in an entity's financial statements or tax returns.
The Company must make assumptions, judgments and estimates to determine its
current provision for income taxes and also its deferred tax assets and
liabilities and any valuation allowance to be recorded against a deferred tax
asset. Management's judgments, assumptions and estimates relative to the current
provision for income tax take into account current tax laws, its interpretation
of current tax laws and possible outcomes of current and future audits conducted
by tax authorities. Changes in tax laws or management's interpretation of tax
laws and the resolution of current and future tax audits could significantly
impact the amounts provided for income taxes in the Company's consolidated
financial statements. Management's assumptions, judgments and estimates relative
to the value of a deferred tax asset take 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
management's current assumptions, judgments and estimates of recoverable net
deferred taxes inaccurate. Any of the assumptions, judgments and estimates
mentioned above could cause the Company's actual income tax obligations to
differ from its estimates.
Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued
FIN 48, Accounting for Uncertainty in Income Taxes--an interpretation of FASB
Statement No. 109, Accounting for Income Taxes, which clarifies the accounting
for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. The Interpretation
requires that the Company recognize in the financial statements, the impact of a
tax position, if that position is more likely than not of being sustained on
audit, based on the technical merits of the position. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods and disclosure. The provisions of FIN 48 are effective beginning
January 1, 2007 with the cumulative effect of the change in accounting principle
recorded as an adjustment to opening retained earnings. The Company is currently
evaluating the impact of adopting FIN 48 on the financial statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections". SFAS No. 154 is a replacement of ABP No. 20 and FASB
Statement No. 3. SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections. It establishes
retrospective application as the required method for reporting a change in
accounting principle. SFAS No. 154 provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable. The
reporting of a correction of an error by restating previously issued financial
statements is also addressed by SFAS No. 154. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The adoption of this statement did not have an impact
on the Company's consolidated financial condition or results of operations.
In December 2004, the FASB issued SFAS No. 151 "Inventory Costs, an
Amendment of ARB No. 43, Chapter 4". SFAS No. 151 clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted
Page 21 of 27
material and requires that these items be recognized as current period charges.
SFAS No. 151 applies only to inventory costs incurred during periods beginning
after the effective date and also requires that the allocation of fixed
production overhead to conversion costs be based on the normal capacity of the
production facilities. SFAS No. 151 is effective for the Company's fiscal year
beginning January 1, 2006. The adoption of this statement did not have a
material effect on the results of operations.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company's market risk is the potential loss arising from adverse
changes in interest rates. With the exception of the Company's revolving credit
facility, long-term debt obligations are at fixed interest rates and denominated
in U.S. dollars. The Company manages its interest rate risk by monitoring trends
in interest rates as a basis for determining whether to enter into fixed rate or
variable rate agreements. Under the terms of the Company's revolving credit
facility and customer-sponsored programs to sell accounts receivable, a change
in either the lender's base rate or LIBOR would affect the rate at which the
Company could borrow funds thereunder. The Company believes that the effect of
any such change would be minimal.
Item 4. Controls and Procedures
Quarterly Evaluation of the Company's Disclosure Controls and Internal Controls
Over Financial Reporting.
The Company evaluated the effectiveness of the design and operation of
its "disclosure controls and procedures" as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934, as amended (the "Act"), as of the end of the
period covered by this Form 10-Q ("Disclosure Controls"). This evaluation
("Disclosure Controls Evaluation") was done under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO").
The Company's management, with the participation of the CEO and
CFO, also conducted an evaluation of the Company's internal control over
financial reporting, as defined in Rule 13a-15(f) of the Act, to determine
whether any changes occurred during the fiscal quarter ended July 1, 2006 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
Limitations on the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are
designed to provide a reasonable, but not an absolute, level of assurance that
the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected. The Company conducts periodic evaluation of its
internal controls to enhance, where necessary, its procedures and controls.
Page 22 of 27
Conclusions
Based upon the Disclosure Controls Evaluation, the CEO and CFO have
concluded that the Disclosure Controls are effective in reaching a reasonable
level of assurance that (i) information required to be disclosed by the Company
in the reports that it files or submits under the Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and (ii) information required to be
disclosed by the Company in the reports that it files or submits under the Act
is accumulated and communicated to the Company's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
There were no changes in internal controls over financial reporting as
defined in Rule 13a-15(f) of the Act that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is 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, trademark rights, product
liability claims and other matters arising out of the conduct of the Company's
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.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you
should carefully consider the factors discussed in Part I, "Item A, Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005, which could materially affect the Company's business,
financial condition or future results. The risks described in the Company's
Annual Report on Form 10-K are not the only risks facing the Company.
Additional risks and uncertainties not currently known to the Company or that
the Company currently deems to be immaterial also may materially adversely
affect the Company's business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Page 23 of 27
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders (the "Annual Meeting") of the
Company was held on May 24, 2006 to elect six directors and to approve an
amendment and restatement of the Company's Amended and Restated Articles of
Incorporation to change its name to Dorman Products, Inc.
At the Annual Meeting the following six persons were elected to serve
as Directors of the Company, each to serve for a term of one year to expire at
the next annual meeting of shareholders and until his successor has been
selected and qualified:
Number of Votes
Withhold
For Authority
Richard N. Berman 15,742,843 111,689
Steven L. Berman 15,742,843 111,689
George L. Bernstein 15,644,942 209,590
John F. Creamer, Jr 15,736,648 117,884
Paul R. Lederer 15,738,648 115,884
Edgar W. Levin 15,644,942 209,590
There were no broker nonvotes.
At the Annual Meeting, the shareholders approved the amendment and
restatement of the Company's Amended and Restated Articles of Incorporation to
change its name to Dorman Products, Inc:
Number of Votes
For Against Abstain
--- ------- -------
15,835,825 100 9,100
There were no broker nonvotes.
Item 5. Other Information
Not Applicable
Item 6. Exhibits
3.1(1) Amended and Restated Articles of Incorporation dated
May 24, 2006
4.1(2) Seventh Amended and Restated Revolving Credit Note dated as of
July 24, 2006.
Page 24 of 27
10.1(2) Third Amended and Restated Credit Agreement, dated as of
July 24, 2006, between the Company and Wachovia Bank, N. A.
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.
-----------------------------
(1) Incorporated by reference to the Company's Definitive Proxy Statement filed
on April 20, 2006.
(2) Incorporated by reference to the Company's Current Report on Form 8-K dated
July 27, 2006.
Page 25 of 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DORMAN PRODUCTS, INC.
Date: August 4, 2006 /s/ Richard Berman
-------------------------
Richard Berman
President and Chief Executive Officer
(Principal executive officer)
Date: August 4, 2006 /s/ Mathias Barton
---------------------------
Mathias Barton
Chief Financial Officer and Principal
Accounting Officer
(Principal financial officer)
Page 26 of 27
Exhibits Index
3.1 Amended and Restated Articles of Incorporation dated
dateYear2006Day24Month5lstransMay 24, 2006 4.1 Seventh Amended and
Restated Revolving Credit Note dated as of July 24, 2006.
10.1 Third Amended and Restated Credit Agreement, dated as of July 24,
2006, between the Company and Wachovia Bank, N. A.
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.
Page 27 of 27