4 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
(in thousands, except per share data)
−Removed: September 26, 2020
−Removed: September 28, 2019
−Removed: September 26, 2020
−Removed: September 28, 2019
+Added: March 27, 2021
+Added: March 28, 2020
Cost of goods sold
11 unchanged sentences
(in thousands, except for share data)
−Removed: September 26, 2020
+Added: March 27, 2021
December 26, 2020
2 unchanged sentences
Accounts receivable, less allowance for doubtful accounts of $ 1,210 and $ 1,260
+Added: in 2021 and 2020, respectively
Prepaids and other current assets
2 unchanged sentences
Operating lease right-of-use assets
−Removed: Intangible assets, net
+Added: Intangible assets, net of accumulated amortization of $ 10,040 and $ 9,194 in
+Added: 2021 and 2020, respectively
Deferred tax asset, net
9 unchanged sentences
Deferred tax liabilities, net
−Removed: Commitments and contingencies
+Added: Commitments and contingencies (Note 5)
Shareholders’ equity:
1 unchanged sentence
authorized 50,000,000 shares;
−Removed: outstanding 32,304,686 and 32,558,168 in 2020 and 2019, respectively
+Added: outstanding 32,115,528 and 32,168,740 shares in 2021 and 2020, respectively
Additional paid-in capital
6 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: Three Months Ended September 26, 2020
−Removed: (in thousands, except share data)
−Removed: Balance at June 27, 2020
−Removed: Exercise of stock options
−Removed: Compensation expense under Incentive Stock Plan
−Removed: Purchase and cancellation of common stock
−Removed: Issuance of non-vested stock, net of cancellations
−Removed: Other stock related activity, net of tax
−Removed: Balance at September 26, 2020
−Removed: Three Months Ended September 28, 2019
−Removed: (in thousands, except share data)
−Removed: Balance at June 29, 2019
−Removed: Exercise of stock options
−Removed: Compensation expense under Incentive Stock Plan
−Removed: Purchase and cancellation of common stock
−Removed: Issuance of non-vested stock, net of cancellations
−Removed: Other stock related activity, net of tax
−Removed: Balance at September 28, 2019
−Removed: Nine Months Ended September 26, 2020
+Added: Three Months Ended March 27, 2021
(in thousands, except share data)
3 unchanged sentences
Purchase and cancellation of common stock
−Removed: Issuance of non-vested stock, net of cancellations
+Added: Cancellations, net of issuance of non-vested stock
Other stock-related activity, net of tax
−Removed: Balance at September 26, 2020
−Removed: Nine Months Ended September 28, 2019
+Added: Balance at March 27, 2021
+Added: Three Months Ended March 28, 2020
(in thousands, except share data)
3 unchanged sentences
Purchase and cancellation of common stock
−Removed: Issuance of non-vested stock, net of cancellations
+Added: Cancellations, net of issuance of non-vested stock
Other stock-related activity, net of tax
−Removed: Balance at September 28, 2019
+Added: Balance at March 28, 2020
See accompanying Notes to Condensed Consolidated Financial Statements
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Nine Months Ended
+Added: Three Months Ended
(in thousands)
−Removed: September 26, 2020
−Removed: September 28, 2019
+Added: March 27, 2021
+Added: March 28, 2020
Cash Flows from Operating Activities:
18 unchanged sentences
Proceeds of revolving credit line
−Removed: Payments of revolving credit line
+Added: Proceeds from exercise of stock options
Other stock-related activity
Purchase and cancellation of common stock
−Removed: Cash used in financing activities
+Added: Cash (used in) provided by financing activities
Net Increase in Cash and Cash Equivalents
8 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2020 AND SEPTEMBER 28, 2019
+Added: FOR THE THREE MONTHS ENDED MARCH 27, 2021 AND MARCH 28, 2020
Basis of Presentation
2 unchanged sentences
Our ticker symbol on the NASDAQ Global Select Market is “DORM.”
−Removed: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.
−Removed: generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S.
+Added: The accompanying unaudited condensed consolidated financial statements have been prepared under U.S.
+Added: generally accepted accounting principles (“GAAP”) for interim financial information and under the rules and regulations of the U.S.
Securities and Exchange Commission (“SEC”).
1 unchanged sentence
In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included.
−Removed: Operating results for the three and nine months ended September 26, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending 2020 or any future period.
+Added: Operating results for the three months ended March 27, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 25, 2021 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.
1 unchanged sentence
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 26, 2020.
−Removed: Certain prior year amounts have been reclassified to conform with current year presentation.
Business Acquisitions and Investments
−Removed: On January 2, 2020, we acquired the remaining 60 % of the outstanding stock of Power Train Industries, Inc.
−Removed: (“PTI”), a privately-held supplier of parts to the automotive aftermarket, based in Reno, Nevada.
−Removed: The total consideration paid for PTI was approximately $ 30.7 million, which included $ 18.4 million paid for the remaining 60% of the outstanding stock, subject to customary purchase price adjustments, and $ 12.3 million which represents the fair value of the previously held 40 % equity interest in PTI that was acquired by the Company in 2016.
−Removed: As a result of the acquisition, we recorded a gain of approximately $ 2.5 million in Other (expense) income, net during the nine months ended September 26, 2020 from the increase in fair value of the previously owned 40% interest in PTI.
+Added: On January 2, 2020, we acquired the remaining outstanding stock of Power Train Industries, Inc.
+Added: (“PTI”) not already owned by the Company.
+Added: The total purchase price for PTI was approximately $ 30.7 million, which included $ 18.4 million paid for the remaining 60% of the outstanding stock, subject to customary purchase price adjustments, and $ 12.3 million which represents the fair value of the previously held 40 % equity interest in PTI that was acquired by the Company in 2016.
+Added: As a result of the acquisition, we recorded a gain of $ 2.5 million in other (expense) income, net during the quarter ended March 28, 2020 from the increase in fair value of our original 40% interest in PTI.
We previously accounted for our 40% interest as an equity-method investment.
−Removed: The transaction was accounted for as a business combination under the acquisition method of accounting.
−Removed: Accordingly, the assets acquired, and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill.
−Removed: In connection with this acquisition, we recorded $ 16.7 million in goodwill, $ 7.3 million of identified intangibles, and $ 6.7 million of other assets, net, consisting of $ 3.5 million of cash, $ 2.0 million of accounts receivable, $ 5.6 million of inventory, and ($ 4.4 million) of net other assets and liabilities.
−Removed: The estimated fair value of the PTI assets acquired and liabilities assumed are provisional as of September 26, 2020 and are based on information that is currently available.
−Removed: Additional information about conditions that existed as of the date of acquisition are being gathered to finalize these provisional measurements, particularly with respect to net working capital and income taxes payable.
−Removed: Accordingly, the measurement of the PTI assets acquired and liabilities assumed may change upon completion of the purchase price allocation, both of which are expected to occur no later than one year from the acquisition date.
−Removed: The valuation of the intangible assets acquired and related amortization periods are as follows:
−Removed: (in thousands)
−Removed: Amortization Period (in years)
−Removed: Customer relationships
−Removed: The fair values of the customer relationships and trade names were estimated using an income approach based on the present value of future cash flows.
−Removed: The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of PTI and other factors.
−Removed: The goodwill is not expected to be deductible for tax purposes.
−Removed: The financial results of the acquisition have been included in the condensed consolidated financial statements since the date of acquisition.
Sales of Accounts Receivable
1 unchanged sentence
Transactions under these agreements were accounted for as sales of accounts receivable and the related accounts receivable were removed from our Condensed Consolidated Balance Sheet at the times of the sales transactions.
−Removed: Pursuant to these agreements, we sold $ 568.3 million and $ 530.7 million of accounts receivable during the nine months ended September 26, 2020 and September 28, 2019, respectively.
+Added: Pursuant to these agreements, we sold $ 209.9 million and $ 151.3 million of accounts receivable during the three months ended March 27, 2021 and March 28, 2020, respectively.
All credit terms with our customers are 365 days or less.
−Removed: If receivables had not been sold over the previous twelve months, $ 489.5 million and $ 437.9 million of additional accounts receivable would have been outstanding at September 26, 2020 and December 28, 2019, respectively, based on our standard payment terms.
−Removed: Financing costs associated with these accounts receivable sales programs were $ 1.3 million and $ 4.3 million during the three months ended September 26, 2020 and September 28, 2019, respectively.
−Removed: Financing costs associated with these accounts receivable sales programs were $ 10.9 million and $ 13.6 million during the nine months ended September 26, 2020 and September 28, 2019, respectively.
−Removed: These costs were classified as selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
+Added: Selling, general and administrative expenses include $ 2.6 million and $ 2.8 million during the three months ended March 27, 2021 and March 28, 2020, respectively, of financing costs associated with these accounts receivable sales programs.
Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products and are stated at the lower of cost or net realizable value.
1 unchanged sentence
(in thousands)
−Removed: September 26, 2020
+Added: March 27, 2021
December 26, 2020
1 unchanged sentence
Packaging materials
−Removed: Goodwill and Intangible Assets
−Removed: Goodwill included the following:
−Removed: (in thousands)
−Removed: September 26, 2020
−Removed: December 28, 2019
−Removed: Balance at beginning of period
−Removed: Goodwill acquired
−Removed: Measurement period adjustments
−Removed: Balance at end of period
−Removed: Intangible Assets
−Removed: Intangible assets included the following:
−Removed: September 26, 2020
−Removed: December 28, 2019
−Removed: Intangible assets subject to amortization
−Removed: Weighted Average Amortization Period
−Removed: Gross Carrying Value
−Removed: Accumulated Amortization
−Removed: Net Carrying Value
−Removed: Gross Carrying Value
−Removed: Accumulated Amortization
−Removed: Net Carrying Value
−Removed: (in thousands)
−Removed: Customer relationships
−Removed: Amortization expense was $ 0.8 million and $ 0.7 million for the three months ended September 26, 2020 and September 28, 2019, respectively, and $ 2.5 million and $ 2.0 million for the nine months ended September 26, 2020 and September 28, 2019, respectively .
−Removed: In March 2020, Dorman took proactive steps to increase its cash position and preserve financial flexibility in light of uncertainties from the COVID-19 pandemic by drawing down $ 99.0 million from its revolving credit facility available under its credit agreement.
−Removed: On June 29, 2020, the first day of our fiscal third quarter, the Company repaid the $ 99.0 million of outstanding borrowings under this revolving credit facility.
−Removed: T he average interest rate while the debt was outstanding was 1.41 %.
−Removed: As of September 26, 2020, there were no borrowings under the credit agreement and two outstanding letters of credit for approximately $ 0.8 million in the aggregate which were issued to secure ordinary course of business transactions.
−Removed: Net of these letters of credit, there was approximately $ 99.2 million available under the credit agreement at September 26, 2020.
−Removed: As of September 26, 2020, we were no t in default in respect to the credit agreement and paid $ 0.2 million and $ 0.4 million in interest during the three and nine months ended September 26, 2020, respectively.
Commitments and Contingencies
−Removed: During 2019, we commenced a voluntary disclosure process in which we committed to disclosing to United States Customs & Border Protection (“CBP”) certain product misclassifications and reimbursing CBP for any resulting underpayment of duties that were identified as part of a voluntary internal review conducted by the Company.
−Removed: The Company recorded an estimated liability of $ 2.8 million in its Statement of Operations for the year ended December 28, 2019, which represents the Company’s estimated underpayment of duties, after deducting its estimated overpayment of duties, to CBP due to misclassifications over the prior five-year period, which is the applicable statute of limitations, plus applicable interest.
−Removed: In June 2020, we completed our internal review and submitted our prior disclosure statement to CBP, along with payment of $ 2.8 million for underpaid duties and interest.
−Removed: CBP has acknowledged receipt of our prior disclosure submission but has not yet communicated that our prior disclosure submission is closed.
−Removed: We intend to work cooperatively with CBP in connection with its review of our prior disclosure submission.
+Added: We have contingent consideration related to certain of our prior acquisitions due to the uncertainty of the ultimate amount of payment which will become due as earnout payments if performance targets are achieved.
+Added: As of both March 27, 2021 and December 26, 2020, we have accrued $ 8.0 million, which represents the fair value of the estimated payments that we expect will become due in connection with these prior acquisitions based upon performance targets.
+Added: If the performance targets are fully achieved, the maximum contingent payments under these agreements would be $ 15.6 million based on foreign currency exchange rates at March 27, 2021.
Other 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.
−Removed: 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.
+Added: 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
+Added: 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 and results of operations in the period in which any such effects are recorded.
1 unchanged sentence
Our primary source of revenue is from contracts with and purchase orders from customers.
−Removed: Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer, and collection is probable.
−Removed: We estimate the transaction price at the inception of a contract or upon fulfilling a purchase order, including any variable consideration, and will update the estimate for changes in circumstances.
−Removed: We record estimates for cash discounts, product returns, promotional rebates, core (i.e., remanufactured parts) return deposits and other discounts (“customer rebates and returns”) in the period the related product revenue is recognized.
−Removed: The provision for customer rebates and returns is recorded as a reduction of gross sales.
−Removed: Our obligation associated with customer rebates and returns is classified as a current liability on our condensed consolidated balance sheets (“accrued customer rebates and returns”).
−Removed: Actual customer rebates and returns have not differed materially from estimated amounts for each period presented.
+Added: In many instances, our contract with a customer is the customer’s purchase order.
+Added: Upon acceptance of the purchase order, a contract exists with a customer as it indicates approval and commitment of the parties, identifies the rights of both parties, identifies the payment terms, has commercial substance, and it is probable that we will collect the consideration to which we will be entitled in exchange for the goods transferred to the customer.
+Added: We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits and other discounts in the period the related product revenue is recognized (“Customer Credits”).
+Added: The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase of accrued customer rebates and returns.
+Added: Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions.
+Added: Actual Customer Credits have not differed materially from estimated amounts for each period presented.
Amounts billed to customers for shipping and handling are included in net sales.
Costs associated with shipping and handling are included in cost of goods sold.
−Removed: We have concluded that our estimates of variable consideration are not constrained under revenue recognition requirements in accordance with GAAP.
−Removed: All our revenue was recognized under the point of time approach during the nine months ended September 26, 2020 and September 28, 2019, respectively.
+Added: We have concluded that our estimates of variable consideration are not constrained.
+Added: All our revenue was recognized under the point of time approach during the three months ended March 27, 2021 and March 28, 2020.
We do not have significant financing arrangements with our customers, as our credit terms are all 365 days or less.
3 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
(in thousands)
−Removed: September 26, 2020
−Removed: September 28, 2019
−Removed: September 26, 2020
−Removed: September 28, 2019
+Added: March 27, 2021
+Added: March 28, 2020
Automotive body
Three Months Ended
−Removed: Nine Months Ended
(in thousands)
−Removed: September 26, 2020
−Removed: September 28, 2019
−Removed: September 26, 2020
−Removed: September 28, 2019
+Added: March 27, 2021
+Added: March 28, 2020
Net sales to U.S.
1 unchanged sentence
Stock-Based Compensation
−Removed: Restricted Stock and Restricted Stock Units (“RSUs”)
−Removed: Vesting of restricted stock and RSU awards is conditional based on continued employment or service for a specified period and, in certain circumstances, the attainment of performance goals.
−Removed: With respect to restricted stock and RSU awards, we retain the shares underlying the award, and any dividends paid thereon, until the vesting conditions have been met.
−Removed: For time-based restricted stock and RSU awards, compensation cost related to the stock is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date.
−Removed: For performance-based restricted stock and RSU awards tied to growth in adjusted pre-tax income, compensation cost related to the award is recognized over the performance period and is calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions at each reporting date.
−Removed: Since 2019, we have granted performance-based restricted stock and RSU awards that vest based on our total shareholder return ranking relative to the total shareholder return of the companies comprising the S&P Mid-Cap 400 Growth Index over a three-year performance period.
−Removed: For performance-based restricted stock and RSU awards tied to total shareholder return, compensation cost related to the award is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common stock based on the application of a Monte Carlo simulation model.
−Removed: Compensation cost related to restricted stock and RSU awards was $ 1.0 million and $ 0.8 million for the three months ended September 26, 2020 and September 28, 2019, respectively, and $ 3.0 million and $ 2.3 million for the nine months ended September 26, 2020 and September 28, 2019, respectively.
−Removed: The compensation costs were classified as selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
−Removed: The following table summarizes our restricted stock and RSU award activity for the nine months ended September 26, 2020:
+Added: Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)
+Added: Vesting of RSA and RSU grants is conditional based on continued employment or service for a specified period and, in certain circumstances, the attainment of performance goals.
+Added: With respect to RSA and RSU grants, we retain the shares underlying the grant, and any dividends paid thereon, until the vesting conditions have been met.
+Added: For time-based RSA and RSU grants, compensation cost related to the stock is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date.
+Added: For performance-based RSA grants tied to growth in adjusted pre-tax income, compensation cost related to the award is recognized over the performance period and is calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions at each reporting date.
+Added: Since March 2020, we have granted performance-based RSU grants that vest based on our total shareholder return ranking relative to the total shareholder return of the companies comprising the S&P Mid-Cap 400 Growth Index over a three-year performance period.
+Added: For performance-based RSU grants tied to total shareholder return, compensation cost related to the award is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common stock based on the application of a Monte Carlo simulation model.
+Added: For the three months ended March 27, 2021, we granted 17,714 performance-based RSU awards with a grant date fair value of $ 131.02 per share.
+Added: Compensation cost related to RSA and RSU grants was $ 1.8 million and $ 1.0 million for the three months ended March 27, 2021 and March 28, 2020, respectively, and were included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
+Added: The following table summarizes our RSA and RSU activity for the three months ended March 27, 2021:
Balance at December 26, 2020
−Removed: Balance at September 26, 2020
−Removed: As of September 26, 2020, there was $ 7.9 million of unrecognized compensation cost related to unvested restricted stock and RSU awards that is expected to be recognized over a weighted-average period of approximately 2.5 years.
−Removed: Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as operating cash flows.
−Removed: The excess tax benefit generated from restricted stock and RSU awards that vested was not significant during the nine months ended September 26, 2020 and September 28, 2019, respectively.
+Added: Balance at March 27, 2021
+Added: As of March 27, 2021, there was $ 10.9 million of unrecognized compensation cost related to unvested RSA and RSU grants that is expected to be recognized over a weighted average period of 2.6 years.
Stock Options
−Removed: We expense the grant-date fair value of stock options as compensation on a straight-line basis over the vesting period for which related services are performed.
−Removed: The compensation cost charged against income was $ 0.3 million and $ 0.2 million for the three months ended September 26, 2020 and September 28, 2019, respectively, and $ 0.8 million and $ 0.5 million for the nine months ended September 26, 2020 and September 28, 2019, respectively.
−Removed: The compensation costs were classified as Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
−Removed: No cost was capitalized during the nine months ended September 26, 2020 or September 28, 2019.
+Added: We expense the grant-date fair value of stock options as compensation cost on a straight-line basis over the vesting period for which related services are performed.
+Added: The compensation cost charged against income was $ 0.3 million and $ 0.2 million for the three months ended March 27, 2021 and March 28, 2020, respectively, and included as selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
We use the Black-Scholes option valuation model to estimate the fair value of stock options granted.
3 unchanged sentences
Treasury security with terms equal to the expected time of exercise as of the grant date.
−Removed: During the nine months ended September 26, 2020 and September 28, 2019, we granted 109,352 and 38,670 stock options, respectively.
−Removed: The following table summarizes our stock option activity for the nine months ended September 26, 2020:
+Added: The following table summarizes our stock option activity for the three months ended March 27, 2021:
Balance at December 26, 2020
−Removed: Balance at September 26, 2020
−Removed: Options exercisable at September 26, 2020
−Removed: O ptions to purchase 6,630 and 35,401 shares of common stock were exercised during the nine months ended September 26, 2020 and September 28, 2019, respectively.
−Removed: As of September 26, 2020, there was $ 2.7 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of 2.9 years.
−Removed: Cash received from stock option exercises was not significant during the nine months ended September 26, 2020 and September 28, 2019.
−Removed: There was no excess tax benefit generated from stock options exercised in the nine months ended September 26, 2020 or September 28, 2019.
−Removed: Employee Stock Purchase Plan
−Removed: In May 2017, our shareholders approved the Dorman Products, Inc.
−Removed: Employee Stock Purchase Plan (the “ESPP”), which provides up to 1,000,000 shares of our common stock for sale to eligible employees.
−Removed: The purpose of the ESPP, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees.
−Removed: These contributions are used to purchase shares of the Company’s common stock at a 15 % discount from the lower of the market price at the beginning or end of the purchase window.
−Removed: There were no shares purchased under the ESPP plan during the three months ended September 26, 2020 and September 28, 2019 as a result of the timing of the end of the purchase windows.
−Removed: There were 10,735 shares and 13,669 shares purchased under the ESPP plan during the nine months ended September 26, 2020, and nine months ended September 28, 2019, respectively.
−Removed: During both the three months ended September 26, 2020 and September 28, 2019, compensation cost under the ESPP was $ 0.1 million .
−Removed: During both the nine months ended September 26, 2020 and September 28, 2019, compensation cost under the ESPP was $ 0.3 million and $ 0.2 million, respectively.
+Added: Balance at March 27, 2021
+Added: Options exercisable at March 27, 2021
+Added: As of March 27, 2021, there was $ 3.7 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 3.2 years.
Earnings Per Share
−Removed: Basic earnings per share is calculated by dividing our net income by the weighted average number of common shares outstanding during the period, which exclude unvested restricted stock and shares of our common stock underlying RSUs and stock options that are considered to be contingently issuable.
+Added: Basic earnings per share is calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding unvested RSAs and RSUs that are considered to be contingently issuable.
To calculate diluted earnings per share, common share equivalents are added to the weighted average number of common shares outstanding.
Common share equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards.
−Removed: Stock-based awards of 141,000 shares and 96,000 shares were excluded from the calculation of diluted earnings per share as of September 26, 2020 and September 28, 2019, respectively, as their effect would have been anti-dilutive.
+Added: Stock-based awards of 9,000 shares and 91,273 shares were excluded from the calculation of diluted earnings per share as of March 27, 2021 and March 28, 2020, respectively, as their effect would have been anti-dilutive.
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
−Removed: Nine Months Ended
(in thousands, except per share data)
−Removed: September 26, 2020
−Removed: September 28, 2019
−Removed: September 26, 2020
−Removed: September 28, 2019
+Added: March 27, 2021
+Added: March 28, 2020
Weighted average basic shares outstanding
3 unchanged sentences
Common Stock Repurchases
−Removed: We periodically repurchase, at the then current market price, and cancel shares of Dorman common stock issued to the Dorman Products, Inc.
+Added: We periodically repurchase, at the then-current market price, and cancel common stock issued to the Dorman Products, Inc.
401(k) Retirement Plan and Trust (the “401(k) Plan”).
1 unchanged sentence
investment option under the 401(k) Plan.
−Removed: Shares are purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons.
−Removed: For the nine months ended September 26, 2020 , we repurchased and cancelled 15,280 shares of common stock held in the 401(k) Plan for $ 1.1 million at an average price of $ 73.49 per share.
−Removed: During the year ended December 28, 2019 , we repurchased and cancelled 22,380 shares of common stock held in the 401(k) Plan for $ 1.9 million at an average price of $ 87.26 per share.
−Removed: Our Board of Directors authorized a share repurchase program of up to $ 400 million through December 31, 2020 .
+Added: Shares are generally purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons.
+Added: The following table summarizes the repurchase and cancellation of common stock in our 401(k) Plan :
+Added: For the Three Months Ended
+Added: March 27, 2021
+Added: March 28, 2020
+Added: Shares repurchased and canceled
+Added: Total cost of shares repurchased and canceled (in thousands)
+Added: Average price per share
+Added: Our Board of Directors has authorized the repurchase of up to $ 500 million through December 31, 2022 under a previously announced share repurchase program.
Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion.
The share repurchase program does not obligate us to acquire any specific number of shares.
−Removed: For the nine months ended September 26, 2020, we repurchased and cancelled 218,836 shares of common stock for $ 16.2 million at an average price of $ 73.99 per share under this program.
−Removed: For the year ended December 28, 2019, we repurchased and cancelled 499,564 shares of common stock for $ 39.4 million at an average price of $ 78.84 per share under this program.
−Removed: At September 26, 2020, $ 127.7 million was available for repurchase under this share repurchase program.
−Removed: On October 27, 2020, the Company’s Board of Directors approved a resolution to increase and extend its share repurchase program by an additional $ 100 million, raising the aggregate authorization under the program to $ 500 million and extending it through December 31, 2022 .
−Removed: Related-Party Transactions
−Removed: We have a non-cancelable operating lease for a facility housing our corporate headquarters and a distribution center with a partnership in which Steven L.
−Removed: Berman, our Executive Chairman, and other members of the Berman family, are partners.
−Removed: Based upon the terms of the lease, payments will be $ 1.6 million in fiscal 2020 and were $ 1.6 million in fiscal 2019.
−Removed: This lease will expire on December 31, 2022 .
−Removed: The right-of-use asset and total lease liabilities related to this lease were both $ 3.5 million as of September 26, 2020.
−Removed: In the opinion of our Audit Committee, the terms and rates of this lease are no less favorable than those which could have been obtained from an unaffiliated party when the lease was renewed in November 2016.
−Removed: As of September 30, 2020, the beginning of our fourth quarter, another company in which Steven L.
−Removed: Berman, our Executive Chairman, and other members of the Berman family, are owners (the “Berman Real Estate Company”), acquired from an unaffiliated third-party owner the real estate and building which we were leasing from such third-party owner.
−Removed: In connection with the Berman Real Estate Company’s acquisition, we entered into a new non-cancelable operating lease agreement with the Berman Real Estate Company to continue leasing the facility.
−Removed: In the opinion of our Audit Committee, the terms and rates of this lease are no less favorable than those which could have been obtained from an unaffiliated party when the lease was entered into in September 2020.
−Removed: We also have non-cancelable operating leases with a limited liability company in which certain of the former owners of PTI are members.
−Removed: The leases were entered into prior to the January 2, 2020 acquisition of PTI by the Company, and they are used in the PTI business.
−Removed: Based upon the terms of the leases, aggregate payments thereunder will be $ 0.3 million in fiscal 2020.
−Removed: We are a partner in a joint venture with one of our suppliers and own minority interests in two other suppliers.
−Removed: Each of these investments is accounted for according to the equity method.
−Removed: At September 26, 2020, we had $ 1.1 million of net unrecognized tax benefits, $ 1.0 million of which would lower our effective tax rate if recognized.
+Added: At March 27, 2021, $ 203.4 million was available for repurchase under this share repurchase program.
+Added: The following table summarizes the repurchase and cancellation of common stock under the share repurchase program:
+Added: For the Three Months Ended
+Added: March 27, 2021
+Added: March 28, 2020
+Added: Shares repurchased and cancelled
+Added: Total cost of shares repurchased and canceled (in thousands)
+Added: Average price per share
+Added: At March 27, 2021, we had $ 1.1 million of net unrecognized tax benefits, all of which would lower our effective tax rate if recognized.
We recognize interest and penalties related to uncertain tax positions in income tax expense.
−Removed: As of September 26, 2020, we had approximately $ 0.1 million of accrued interest and penalties related to uncertain tax positions.
+Added: As of March 27, 2021, accrued interest and penalties related to uncertain tax positions were not material.
We file income tax returns in the United States, Canada, China, India, and Mexico.
−Removed: All years before 2016 are closed for United States federal tax purposes.
+Added: All years before 2017 are closed for U.S.
+Added: federal tax purposes.
Tax years before 2016 are closed for the states in which we file.
3 unchanged sentences
All tax years remain open for India.
+Added: Related-Party Transactions
+Added: We lease our Colmar, PA facility and a portion of our Lewisberry, PA facility from entities in which Steven L.
+Added: Berman, our Executive Chairman, and certain of his family members are owners.
+Added: Each lease is a non-cancelable operating lease.
+Added: Total rental payments to those entities under these lease arrangements will be $ 2.3 million in fiscal 2021 and were $ 1.8 million in fiscal 2020.
+Added: The lease for our corporate headquarters in Colmar, PA was renewed during November 2016, effective as of January 1, 2018 , and will expire on December 31, 2022 .
+Added: The lease for our Lewisberry, PA operating facility was signed in September 2020 and will expire on December 31, 2027 .
+Added: In the opinion of our Audit Committee, the terms and rates of these leases were no less favorable than those which could have been obtained from an unaffiliated party when the lease for our corporate headquarters in Colmar, PA was renewed during November 2016 and when the lease for our Lewisberry, PA operating facility was signed in September 2020.
+Added: We are a partner in a joint venture with one of our suppliers and own minority interests in two other suppliers.
+Added: Each of these investments is accounted for according to the equity method.
Fair Value Disclosures
The carrying value of financial instruments such as cash, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments.
−Removed: New and Recently Adopted Accounting Pronouncements
−Removed: In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates the need to perform a hypothetical purchase price allocation to measure goodwill impairment.
−Removed: ASU 2017-04 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.
−Removed: We adopted this ASU effective December 29, 2019 , the beginning of our 2020 fiscal year.
−Removed: Adoption of this ASU did not have a material impact on our condensed consolidated financial statements and related disclosures.
−Removed: In June 2016, the FASB issued ASU 2016-13 , Financial Instruments – Credit Losses , which was subsequently amended in November 2018 through ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments Credit Losses.
−Removed: ASU 2016-13 requires entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financial receivables, debt securities and other instruments, which will result in earlier recognition of credit losses.
−Removed: Further, the new credit loss model will affect how entities in all industries estimate their allowance for loss receivables that are current with respect to their payment terms.
−Removed: ASU 2016-13 is effective for companies beginning with fiscal years beginning after December 15, 2019.
−Removed: We adopted this ASU effective December 29, 2019 , the beginning of our 2020 fiscal year.
−Removed: Adoption of this ASU did not have a material impact on our condensed consolidated financial statements and related disclosures.
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.