What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 121 added, 76 removed, 253 unchanged (44% of the section changed)

3 unchanged sentences

AND COMPREHENSIVE INCOME

Three Months Ended

(in thousands, except per share data) March 29, 2025 March 30, 2024

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

4 unchanged sentences

Interest expense, net 7,182 10,202 14,540 20,807

Other (income) expense, net ( 1,361 ) 40

Other income, net ( 1,544 ) ( 136 ) ( 2,905 ) ( 96 )

Income before income taxes 76,843 62,386 150,920 106,179

13 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data) March 29, 2025 December 31, 2024

(in thousands, except for share data) June 28, 2025 December 31, 2024

Current assets:

23 unchanged sentences

Long-term operating lease liabilities 97,720 105,142

Deferred tax liabilities, net 3,710 3,700

Deferred tax liabilities 3,803 3,700

Other long-term liabilities 19,784 18,894

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended March 29, 2025

Three Months Ended June 28, 2025

Common Stock Additional Paid-In

2 unchanged sentences

(in thousands, except share data) Shares

Balance at December 31, 2024 30,565,855 $ 306 $ 119,077 $ 1,180,862 $ ( 6,775 ) $ 1,293,470

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

5 unchanged sentences

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

Balance at March 30, 2024 31,011,870 $ 310 $ 102,211 $ 1,075,663 $ ( 3,689 ) $ 1,174,495

Three Months Ended March 30, 2024

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

10 unchanged sentences

Net income — — — 116,214 — 116,214

Balance at March 30, 2024 31,011,870 $ 310 $ 102,211 $ 1,075,663 $ ( 3,689 ) $ 1,174,495

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

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Six Months Ended

(in thousands) June 28, 2025 June 29, 2024

Cash Flows from Operating Activities:

1 unchanged sentence

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

Depreciation, amortization and accretion 13,843 13,851

Depreciation and amortization 27,762 28,203

Provision for doubtful accounts 654 ( 15 )

16 unchanged sentences

Payments of long-term debt ( 6,250 ) ( 6,250 )

Payment of deferred acquisition consideration — ( 200 )

Proceeds from exercise of stock options 729 559

3 unchanged sentences

Effect of exchange rate changes on Cash and Cash Equivalents 204 ( 58 )

Net Increase (Decrease) in Cash and Cash Equivalents 3,475 ( 2,381 )

Net (Decrease) Increase in Cash and Cash Equivalents ( 292 ) 10,653

Cash and Cash Equivalents, Beginning of Period 57,137 36,814

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 29, 2025, AND MARCH 30, 2024

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

Basis of Presentation

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Securities and Exchange Commission.

However, they do not include all the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included.

Operating results for the three months ended March 29, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period.

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.

3 unchanged sentences

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 related factoring costs, which were included in selling, general, and administrative expenses, were as follows:

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

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

2 unchanged sentences

Inventories were as follows:

(in thousands) March 29, 2025 December 31, 2024

(in thousands) June 28, 2025 December 31, 2024

Raw materials $ 28,211 $ 29,233

9 unchanged sentences

Foreign currency translation — 1,294 — 1,294

Balance at March 29, 2025 $ 313,704 $ 55,819 $ 73,630 $ 443,153

Balance at June 28, 2025 $ 313,704 $ 57,000 $ 73,630 $ 444,334

Intangible Assets

Intangible assets included the following:

March 29, 2025 December 31, 2024

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

6 unchanged sentences

Total $ 353,991 $ 86,161 $ 267,830 $ 353,437 $ 75,224 $ 278,213

Amortization expense was $ 5.5 million and $ 5.6 million during the three months ended March 29, 2025, and March 30, 2024, respectively.

As of March 29, 2025, and December 31, 2024, the interest rate on the outstanding borrowings under our credit facility was 5.67 % and 5.71 %, respectively.

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.

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.

Segment and Geographic Information

Segment results are as follows:

For the Three Months ended March 29, 2025

For the Three Months ended June 28, 2025

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

3 unchanged sentences

Other segment expenses 83,322 14,833 18,531 116,686

Segment income (loss) from operations $ 81,493 $ ( 163 ) $ 4,821 $ 86,151

For the Three Months ended March 30, 2024

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

4 unchanged sentences

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

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

For the Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

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

3 unchanged sentences

Interest expense, net ( 7,182 ) ( 10,202 ) ( 14,540 ) ( 20,807 )

Other income (expense), net 1,361 ( 40 )

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

(in thousands) March 29, 2025 March 30, 2024

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.

4 unchanged sentences

Commitments and Contingencies

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, employment claims, competitive practices, intellectual property infringement, product liability claims, and other matters arising out of the conduct of our business.

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.

1 unchanged sentence

Stock-Based Compensation

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

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 three months ended March 29, 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 RSA and RSU grants was $ 3.3 million and $ 2.5 million for the three months ended March 29, 2025, and March 30, 2024, respectively, and was included in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSA and RSU activity for the three months ended March 29, 2025:

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, 2025, and June 29, 2024, respectively, and was included in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSU and RSA activity for the six months ended June 28, 2025:

Shares Weighted

3 unchanged sentences

Canceled ( 9,694 ) $ 104.43

Balance at March 29, 2025 361,838 $ 114.75

For the three months ended March 29, 2025, we granted 21,948 performance-based RSUs containing a market condition with a grant date fair value of $ 195.03 per share.

For the three months ended March 30, 2024, we granted 32,109 performance-based RSUs containing a market condition with a grant date fair value of $ 138.58 per share.

As of March 29, 2025, there was $ 33.0 million of unrecognized compensation cost related to unvested RSU grants that is expected to be recognized over a weighted average period of 2.3 years.

Balance at June 28, 2025 360,504 $ 115.84

For the six months ended June 28, 2025, we granted 21,948 performance-based RSUs containing a market condition with a grant date fair value of $ 195.03 per share.

For the six months ended June 29, 2024, we granted 32,109 performance-based RSUs containing a market condition with a grant date fair value of $ 138.58 per share.

As of June 28, 2025, there was $ 30.0 million of unrecognized compensation cost related to unvested RSU grants that is expected to be recognized over a weighted average period of 2.1 years.

Stock Options

From time to time, we grant stock options to participants in our equity plans.

Compensation cost related to stock option grants was $ 0.3 million and $ 0.4 million for the three months ended March 29, 2025, and March 30, 2024, respectively, and was included as selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our stock option activity for the three months ended March 29, 2025 :

Compensation cost related to stock option grants was $ 0.3 million and $ 0.4 million for the three months ended June 28, 2025, and June 29, 2024, respectively, and $ 0.6 million and $ 0.8 million for the six months ended June 28, 2025, and June 29, 2024, respectively, and is included as selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our stock option activity for the six months ended June 28, 2025 :

Shares Weighted

5 unchanged sentences

Exercised ( 7,361 ) $ 99.09

Balance at March 29, 2025 228,674 $ 89.31 4.3 $ 7,179

Exercisable at March 29, 2025 177,296 $ 88.16 4.0 $ 5,771

As of March 29, 2025, there was $ 1.7 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 1.7 years.

Balance at June 28, 2025 225,153 $ 89.12 4.1 $ 7,924

Exercisable at June 28, 2025 174,092 $ 87.92 3.7 $ 6,337

As of June 28, 2025, there was $ 1.4 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.5 years.

Employee Stock Purchase Plan ("ESPP")

During the three and six months ended June 29, 2024, we issued 13,555 shares under the ESPP.

Earnings Per Share

Basic earnings per share was calculated by dividing our net income by the weighted average number of shares of common stock outstanding during the period, excluding unvested RSAs which are considered to be contingently issuable.

To calculate diluted earnings per share, common stock equivalents are added to the weighted average number of common shares outstanding.

To calculate diluted earnings per share, common stock equivalents are added to the weighted average number of shares of common stock outstanding.

Common stock equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards.

For the three months ended March 29, 2025, and March 30, 2024, there were approximately 39,000 shares and 319,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

For the three months ended June 28, 2025, and June 29, 2024, there were approximately 127,000 shares and 225,000 shares, respectively, and for the six months ended June 28, 2025, and June 29, 2024, there were approximately 83,000 shares and 272,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

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

Three Months Ended

(in thousands, except per share data) March 29, 2025 March 30, 2024

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 income $ 58,709 $ 47,410 $ 116,214 $ 80,238

9 unchanged sentences

401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan.

Shares are generally purchased by the Company 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.

Shares are generally purchased by the Company 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.

The following table summarizes the repurchase and cancellation of common stock by the Company for the periods indicated:

Three Months Ended

March 29, 2025 March 30, 2024

Three Months Ended Six Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Shares repurchased and canceled — 1,245 2,070 9,004

1 unchanged sentence

Average price per share $ — $ 90.86 $ 126.08 $ 87.34

Separately, our Board of Directors previously authorized the repurchase of up to $ 600 million of our common stock through December 31, 2024, under a share repurchase program and subsequent authorizations (the “Prior Program”).

The Prior Program expired on December 31, 2024, along with all amounts that remained available for use under the Prior Program as of that date.

In October 2024, the Company’s Board of Directors authorized the purchase of up to $ 500 million of our common stock under a new share repurchase program that is effective from January 1, 2025, through December 31, 2027 (the “New Program”).

At March 29, 2025, $ 488 million was available for repurchase under the New Program.

Under each of the Prior Program and the New Program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion.

The share repurchase programs do not obligate us to acquire any specific number of shares.

The following table summarizes the repurchase and cancellation of common stock under the New Program in the three months ended March 29, 2025, and under the Prior Program in the three months ended March 30, 2024:

Three Months Ended

March 29, 2025 March 30, 2024

Separately, we repurchase shares under share repurchase programs authorized by our Board of Directors.

Share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion.

The Company is not obligated to acquire a specific number of shares under the programs.

The following table summarizes the repurchase and cancellation of common stock in the three and six months ended June 28, 2025, and June 29, 2024:

Three Months Ended Six Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Shares repurchased and canceled 29,123 272,145 122,923 582,318

1 unchanged sentence

Average price per share $ 119.56 $ 91.46 $ 124.47 $ 88.19

At March 29, 2025, we had $ 10.4 million of net unrecognized tax benefits, $ 8.9 million of which would lower our effective tax rate if recognized.

Interest and penalties related to uncertain tax positions are recognized in income tax expense and were not material as of March 29, 2025.

At June 28, 2025, $ 484.7 million was available for repurchase under the program in effect.

At June 28, 2025, we had $ 10.5 million of net unrecognized tax benefits, $ 9.0 million of which would lower our effective tax rate if recognized.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense.

The total amount of interest and penalties related to unrecognized tax benefits recorded within tax expense were not material for the six months ended June 28, 2025.

At June 28, 2025, accrued interest and penalties related to unrecognized tax benefits were $ 3.9 million.

We file income tax returns in the United States, Canada, China, India, and Mexico.

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The statute of limitations for tax years before 2022 is closed for income tax purposes in Canada and China.

The statute of limitations for tax years before 2020 is closed for income tax purposes in India.

The statute of limitations for tax years before 2019 is closed for income tax purposes in Mexico.

The statute of limitations for tax years before 2020 is closed for income tax purposes in India and Mexico.

On July 4, 2025, the One Big Beautiful Bill Act (the “Tax Act”) was signed into law, which introduced significant changes to the U.S.

federal income tax code.

The effects of these changes will be recognized in the period in which the legislation was enacted.

We are currently assessing the impacts that the Tax Act may have on our results of operations, financial condition, and cash flows.

Related-Party Transactions

We lease a portion of our Lewisberry, PA facility from an entity in which Mr.

Berman and certain of his family members are owners.

We lease a portion of our Lewisberry, PA facility from an entity in which Steven Berman, our Non-Executive Chairman, and certain of his family members are owners.

The Lewisberry lease is a non-cancelable operating lease and expires December 31, 2027.

We also lease our facilities in Madison, IN, and Shreveport, LA, from entities in which Lindsay Hunt, our President, Specialty Vehicle, and certain of her family members are owners.

Each lease is a

non-cancelable operating lease, was renewed in October 2022 in connection with the acquisition of Super ATV, LLC, a leading supplier to the powersports aftermarket ("SuperATV"), and will expire on October 31, 2027.

We also lease our facilities in Madison, IN, and Shreveport, LA, from entities in which Lindsay Hunt, our former President, Specialty Vehicle, and certain of her family members are owners.

Each lease is a non-cancelable operating lease and will expire on October 31, 2027.

We have service agreements with counterparties that are majority-owned by a family member of Ms.

9 unchanged sentences

Fair Value Disclosures

The carrying values 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.

The carrying value of borrowings under our credit facility approximates fair value because these borrowings bear interest at rates indexed to a market rate (Term SOFR).

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Improvements to Income Tax Disclosures.

The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid, and is effective for annual periods beginning after December 15, 2024.

2 unchanged sentences

The updated guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

We expect to implement these new standards by their effective dates, and do not expect their adoption to have an impact on our results of operations, financial condition, or cash flows.

We expect to implement these new standards by their effective dates, and do not anticipate that their adoption will have an impact on our results of operations, financial condition, or cash flows.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements