dorm-20250628

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 June 28, 2025


o			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 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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

DORM

The Nasdaq Stock Market LLC

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 o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). x Yes o No

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


Large Accelerated Filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

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. o

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

As of July 31, 2025, the registrant had 30,534,243 shares of common stock, par value $0.01 per share, outstanding.

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DORMAN PRODUCTS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 28, 2025


		Page
PART I — FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Operations and Comprehensive Income	3

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Shareholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	25

ITEM 4.	Controls and Procedures	25

PART II — OTHER INFORMATION

ITEM 1.	Legal Proceedings	27

ITEM 1A.	Risk Factors	27

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

ITEM 3.	Defaults Upon Senior Securities	27

ITEM 4.	Mine Safety Disclosures	27

ITEM 5.	Other Information	27

ITEM 6.	Exhibits	28

Exhibit Index		28

Signatures		29

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended				Six Months Ended
(in thousands, except per share data)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales	$	540,959	$	502,951	$	1,048,651	$	971,652
Cost of goods sold	321,446		303,550		621,430		590,805
Gross profit	219,513		199,401		427,221		380,847
Selling, general, and administrative expenses	137,032		126,949		264,666		253,957
Income from operations	82,481		72,452		162,555		126,890
Interest expense, net	7,182		10,202		14,540		20,807
Other income, net	(1,544)		(136)		(2,905)		(96)
Income before income taxes	76,843		62,386		150,920		106,179
Provision for income taxes	18,134		14,976		34,706		25,941
Net income	$	58,709	$	47,410	$	116,214	$	80,238
Other comprehensive income:
Change in foreign currency translation adjustment	2,339		(519)		2,561		(1,618)
Comprehensive Income	$	61,048	$	46,891	$	118,775	$	78,620

Earnings per share:
Basic	$	1.92	$	1.53	$	3.80	$	2.58
Diluted	$	1.91	$	1.53	$	3.78	$	2.58
Weighted average shares outstanding:
Basic	30,518		30,957		30,547		31,048
Diluted	30,680		31,071		30,744		31,160

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in thousands, except for share data)	June 28, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	56,845	$	57,137
Accounts receivable, less allowance for doubtful accounts of $2,131 and $1,619	532,121		573,787
Inventories	798,211		707,977
Prepaids and other current assets	39,554		30,859
Total current assets	1,426,731		1,369,760
Property, plant, and equipment, net	166,606		164,499
Operating lease right-of-use assets	112,024		118,499
Goodwill	444,334		442,886
Intangible assets, net	267,830		278,213
Deferred tax assets	5,865		5,786
Other assets	48,075		44,878
Total assets	$	2,471,465	$	2,424,521
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	221,307	$	231,814
Accrued compensation	24,083		44,002
Accrued customer rebates and returns	203,167		204,355
Revolving credit facility	—		13,960
Current portion of long-term debt	31,250		28,125
Other accrued liabilities	40,267		41,546
Total current liabilities	520,074		563,802
Long-term debt	430,338		439,513
Long-term operating lease liabilities	97,720		105,142
Deferred tax liabilities	3,803		3,700
Other long-term liabilities	19,784		18,894
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 30,523,887 and 30,565,855 shares issued and outstanding in 2025 and 2024, respectively	305		306
Additional paid-in capital	121,914		119,077
Retained earnings	1,281,741		1,180,862
Accumulated other comprehensive loss	(4,214)		(6,775)
Total shareholders’ equity	1,399,746		1,293,470
Total liabilities and shareholders' equity	$	2,471,465	$	2,424,521

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)


	Three Months Ended June 28, 2025
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at March 29, 2025	30,539,334	$	306	$	117,190	$	1,226,461	$	(6,553)	$	1,337,404
Exercise of stock options	3,521	—		357		—		—		357
Compensation expense under incentive stock plans	—	—		4,524		—		—		4,524
Purchase and cancellation of common stock	(29,123)	—		(52)		(3,429)		—		(3,481)
Issuance of common stock under incentive stock plans, net of cancellations	11,031	—		—		—		—		—
Other stock-related activity	(876)	(1)		(105)		—		—		(106)
Change in foreign currency translation adjustment	—	—		—		—		2,339		2,339
Net income	—	—		—		58,709		—		58,709
Balance at June 28, 2025	30,523,887	$	305	$	121,914	$	1,281,741	$	(4,214)	$	1,399,746

	Three Months Ended June 29, 2024
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at March 30, 2024	31,011,870	$	310	$	102,211	$	1,075,663	$	(3,689)	$	1,174,495
Exercise of stock options	3,549	—		219		—		—		219
Compensation expense under incentive stock plans	—	—		3,849		—		—		3,849
Purchase and cancellation of common stock	(273,390)	(3)		(492)		(24,509)		—		(25,004)
Issuance of common stock under incentive stock plans, net of cancellations	24,521	1		960		—		—		961
Other stock-related activity	(878)	—		(33)		(58)		—		(91)
Change in foreign currency translation adjustment	—	—		—		—		(519)		(519)
Net income	—	—		—		47,410		—		47,410
Balance at June 29, 2024	30,765,672	$	308	$	106,714	$	1,098,506	$	(4,208)	$	1,201,320

	Six Months Ended June 28, 2025
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at December 31, 2024	30,565,855	$	306	$	119,077	$	1,180,862	$	(6,775)	$	1,293,470
Exercise of stock options	7,361	—		729		—		—		729
Compensation expense under incentive stock plans	—	—		8,137		—		—		8,137
Purchase and cancellation of common stock	(124,993)	(1)		(225)		(15,335)		—		(15,561)
Issuance of common stock under incentive stock plans, net of cancellations	120,492	1		(1)		—		—		—
Other stock-related activity	(44,828)	(1)		(5,803)		—		—		(5,804)
Change in foreign currency translation adjustment	—	—		—		—		2,561		2,561
Net income	—	—		—		116,214		—		116,214
Balance at June 28, 2025	30,523,887	$	305	$	121,914	$	1,281,741	$	(4,214)	$	1,399,746

	Six Months Ended June 29, 2024
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	Shares Issued	Par Value
Balance at December 31, 2023	31,299,770	$	313	$	101,045	$	1,069,435	$	(2,590)	$	1,168,203
Exercise of stock options	9,089	—		559		—		—		559
Compensation expense under incentive stock plans	—	—		6,780		—		—		6,780
Purchase and cancellation of common stock	(591,322)	(6)		(1,064)		(51,070)		—		(52,140)
Issuance of common stock under incentive stock plans, net of cancellations	65,878	1		960		—		—		961
Other stock-related activity	(17,743)	—		(1,566)		(97)		—		(1,663)
Change in foreign currency translation adjustment	—	—		—		—		(1,618)		(1,618)
Net income	—	—		—		80,238		—		80,238
Balance at June 29, 2024	30,765,672	$	308	$	106,714	$	1,098,506	$	(4,208)	$	1,201,320

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024
Cash Flows from Operating Activities:
Net income	$	116,214	$	80,238
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	27,762		28,203

Provision for doubtful accounts	654		(15)
(Benefit) provision for deferred income taxes	(75)		472
Provision for stock-based compensation	8,137		6,780
Changes in assets and liabilities:
Accounts receivable	41,185		627
Inventories	(89,695)		16,745
Prepaids and other current assets	(2,911)		(5,739)
Other assets	(4,871)		(3,339)
Accounts payable	(10,649)		(12,112)
Accrued customer rebates and returns	(1,203)		(806)
Accrued compensation and other liabilities	(24,763)		4,275
Cash provided by operating activities	59,785		115,329
Cash Flows from Investing Activities:

Property, plant, and equipment additions	(19,435)		(22,690)
Cash used in investing activities	(19,435)		(22,690)
Cash Flows from Financing Activities:
Payments of revolving credit line	(13,960)		(23,300)


Payments of long-term debt	(6,250)		(6,250)
Payment of deferred acquisition consideration	—		(200)
Proceeds from exercise of stock options	729		559
Purchase and cancellation of common stock	(15,561)		(52,033)
Other stock-related activity	(5,804)		(704)
Cash used in financing activities	(40,846)		(81,928)
Effect of exchange rate changes on Cash and Cash Equivalents	204		(58)
Net (Decrease) Increase in Cash and Cash Equivalents	(292)		10,653
Cash and Cash Equivalents, Beginning of Period	57,137		36,814
Cash and Cash Equivalents, End of Period	$	56,845	$	47,467
Supplemental Cash Flow Information
Cash paid for interest expense	$	11,513	$	20,332
Cash paid for income taxes	$	42,714	$	26,374

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 28, 2025, AND JUNE 29, 2024

(UNAUDITED)

1. Basis of Presentation

As used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries. Our ticker symbol on The Nasdaq Stock Market LLC is “DORM.”

The accompanying unaudited condensed consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) for interim financial information and under the rules and regulations of the U.S. Securities and Exchange Commission. However, they do not include all the information and footnotes required by GAAP for a complete set of financial statements. In the opinion of management, all adjustments (comprising only normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 28, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period. We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers and the introduction of new products and product lines to customers. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

2. Sales of Accounts Receivable

We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell (factor) certain accounts receivable at discounted rates to the financial institutions. Transactions under these agreements were accounted for as sales of accounts receivable, and the related accounts receivable were removed from our Condensed Consolidated Balance Sheets when sold. Sales of accounts receivable under these agreements, and associated factoring costs, which were included in selling, general, and administrative expenses, were as follows:


	Three Months Ended				Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Sales of accounts receivable	$	354,904	$	251,538	$	689,074	$	536,756
Factoring costs	14,566		12,622		29,154		26,232

3. Inventories

Inventories include the cost of material, freight, duties, direct labor, and overhead utilized in the processing of our products and are stated at the lower of cost or net realizable value. Inventories were as follows:


(in thousands)	June 28, 2025		December 31, 2024
Raw materials	$	28,211	$	29,233
Bulk product	256,521		246,604
Finished product	502,190		421,734
Packaging materials	11,289		10,406
Total	$	798,211	$	707,977

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4. Goodwill and Intangible Assets

Goodwill

Goodwill included the following:


(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Consolidated
Balance at December 31, 2024	$	313,704	$	55,706	$	73,476	$	442,886
Measurement period adjustment	—		—		154		154
Foreign currency translation	—		1,294		—		1,294
Balance at June 28, 2025	$	313,704	$	57,000	$	73,630	$	444,334

Intangible Assets

Intangible assets included the following:


	June 28, 2025						December 31, 2024
Intangible assets subject to amortization	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(in thousands)
Customer relationships	$	173,984	$	46,570	$	127,414	$	173,430	$	41,358	$	132,072
Trade names	67,690		17,063		50,627		67,690		14,999		52,691
Product portfolio	107,800		19,876		87,924		107,800		16,522		91,278
Technology	2,167		1,442		725		2,167		1,318		849
Patents and other	2,350		1,210		1,140		2,350		1,027		1,323
Total	$	353,991	$	86,161	$	267,830	$	353,437	$	75,224	$	278,213

Amortization expense was $5.5 million and $5.5 million during the three months ended June 28, 2025, and June 29, 2024, and $11.0 million and $11.1 million during the six months ended June 28, 2025, and June 29, 2024, respectively.

5. Debt

As of June 28, 2025, and December 31, 2024, the interest rate on the outstanding borrowings under our credit facility was 5.68% and 5.71%, respectively.

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6. Segment and Geographic Information

Segment results are as follows:


	For the Three Months ended June 28, 2025
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	424,328	$	62,060	$	54,571	$	540,959
Cost of goods sold	248,139		46,705		26,602		321,446
Factoring expense	14,566		—		—		14,566
Other segment expenses	83,322		14,833		18,531		116,686
Segment income from operations	$	78,301	$	522	$	9,438	$	88,261

	For the Three Months ended June 29, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	385,358	$	61,189	$	56,404	$	502,951
Cost of goods sold	230,628		45,185		27,735		303,548
Factoring expense	12,622		—		—		12,622
Other segment expenses	76,196		13,283		18,639		108,118
Segment income from operations	$	65,912	$	2,721	$	10,030	$	78,663

	For the Six Months ended June 28, 2025
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	833,184	$	113,740	$	101,727	$	1,048,651
Cost of goods sold	485,138		85,182		51,110		621,430
Factoring expense	29,154		—		—		29,154
Other segment expenses	159,098		28,199		36,358		223,655
Segment income from operations	$	159,794	$	359	$	14,259	$	174,412

	For the Six Months ended June 29, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	744,651	$	118,998	$	108,003	$	971,652
Cost of goods sold	447,113		89,753		53,929		590,795
Factoring expense	26,232		—		—		26,232
Other segment expenses	147,599		26,515		36,875		210,989
Segment income from operations	$	123,707	$	2,730	$	17,199	$	143,636

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A reconciliation of segment income from operations to consolidated income before income taxes is as follows:


	For the Three Months Ended				For the Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Segment income from operations	$	88,261	$	78,663	$	174,412	$	143,636
Acquisition-related intangible assets amortization	(5,406)		(5,481)		(10,877)		(10,965)
Acquisition-related transaction and other costs	(341)		(448)		(833)		(931)

Pretax reduction in workforce costs	(33)		(282)		(147)		(4,850)

Interest expense, net	(7,182)		(10,202)		(14,540)		(20,807)
Other income, net	1,544		136		2,905		96
Consolidated income before income taxes	$	76,843	$	62,386	$	150,920	$	106,179

The following table presents our net sales by geographic region:


	Three Months Ended				Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales to U.S. customers	$	502,159	$	462,514	$	966,613	$	891,369
Net sales to non-U.S. customers	38,800		40,437		82,038		80,283
Total	$	540,959	$	502,951	$	1,048,651	$	971,652

7. Commitments and Contingencies

We are a party to, or otherwise involved in, legal proceedings that arise in the ordinary course of business, including various claims and legal actions involving contracts, employment disputes, competitive practices, intellectual property infringement, product liability claims, and other matters related to the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company, and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. However, legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of any of these matters could have a material adverse impact on the Company’s cash flows, financial position, or results of operations in the period in which any such effects are recorded.

8. Stock-Based Compensation

Restricted Stock Units (“RSUs”) and Restricted Stock Awards (“RSAs”)

We grant RSUs, and prior to January 2020 we granted RSAs, to participants in our equity plans. Performance-based RSUs granted in the six months ended June 28, 2025, included certain grants that vest based on our total shareholder return ranking relative to the Nasdaq US Benchmark Auto Parts Index over a three-year performance period (market condition), and other grants that vest based upon achievement of return on invested capital targets over a three-year performance period (performance condition).

Compensation cost related to RSU and RSA grants was $4.2 million and $3.2 million for the three months ended June 28, 2025, and June 29, 2024, respectively, and $7.5 million and $5.7 million for the six months ended June 28,

SEC Form 10-Q filed by Dorman Products Inc.