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Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-22 · 47 added, 14 removed, 232 unchanged (21% of the section changed)

4 unchanged sentences

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

On August 10, 2021, we completed our acquisition of DPL Holding Corporation (“Dayton Parts”).

We are in the process of evaluating the existing controls and procedures of Dayton Parts and integrating Dayton Parts into our internal control over financial reporting.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for one year following the date on which the acquisition is completed, we have excluded Dayton Parts from our assessment of the effectiveness of internal control over financial reporting as of December 25, 2021.

Dayton Parts represented approximately 26% of the Company’s consolidated total assets as of December 25, 2021, and approximately 6% of the Company’s consolidated net sales for the year ended December 25, 2021.

Refer to Note 2 to the Consolidated Financial Statements for additional information.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation, as of December 26, 2020, of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, our management concluded that, as of December 26, 2020, our internal control over financial reporting was effective.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation, as of December 25, 2021, of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 25, 2021.

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

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter ended December 26, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Regist ered Public Accounting Firm

Except for the acquisition of Dayton Parts noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 25, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 26, 2020 and December 28, 2019, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2020, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 22, 2021 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 25, 2021 and December 26, 2020, the related consolidated statement of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 25, 2021, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 22, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired DPL Holding Corporation during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 25, 2021, DPL Holding Corporation’s internal control over financial reporting associated with 26% of total assets and 6% of total net sales included in the consolidated financial statements of the Company as of and for the year ended December 25, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of DPL Holding Corporation.

Basis for Opinion

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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February 22, 2022

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Except for the information provided in PART I – ITEM 4.1, “Executive Officers of the Registrant” and as set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections entitled “Proposal I:

Election of Directors,” “Director Compensation,” “Committees of the Board of Directors – Audit Committee” and “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports.”

We have adopted a written code of ethics that is applicable to our directors, officers and employees.

Election of Directors,” “Committees of the Board of Directors – Audit Committee” and “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports.”

We have adopted a written code of ethics, the “Dorman Products, Inc.

Code of Ethics and Business Conduct” that is applicable to our directors, officers and employees.

We have also adopted a written code of ethics, “Code of Ethics for Senior Financial Officers,” which applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and any other person performing similar functions (the “Code”).

In accordance with the SEC's rules and regulations a copy of the Code is posted on our website www.dormanproducts.com .

Each of these codes is posted on our website www.dormanproducts.com.

Dorman will provide to any person without charge, upon request, a copy of the Code.

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Our Consolidated Financial Statements and related documents are provided in PART II - ITEM 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations for the fiscal years ended December 25, 2021, December 26, 2020 and December 28, 2019.

7 unchanged sentences

Reference is made to ITEM 15(b) below.

(b) Exhibits .

The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Report.

Financial Statement Schedule .

Reference is made to ITEM 15(a)(2) above.

Form 10-K Summary

Agreement and Plan of Merger, dated June 25, 2021, by and among Dorman Products, Inc., Senators Merger Sub, Inc., DPL Holding Corporation and SBF II Representative Corp., solely in its capacity as Equityholder Representative.

Incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on June 28, 2021.

Amended and Restated Articles of Incorporation, as amended.

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Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 10-K filed on February 22, 2021 .

Lease Agreement, dated December 29, 2012, between the Company and BREP I, for premises located at 3400 East Walnut Street, Colmar, Pennsylvania.

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 8, 2017.

Credit Agreement, dated August 10, 2021 by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of American, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021.

Dorman Products, Inc.

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Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q for the quarter ended June 27, 2020.

Amended Form of Dorman Products, Inc.

Non-Qualified Stock Option Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan .

Amended Form of Dorman Products, Inc.

Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan .

Amended Form of Dorman Products, Inc.

Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan .

Dorman Products, Inc.

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Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2019.

Amended and Restated Employment Agreement between the Company and Kevin M.

Olsen dated December 13, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2021 .

Offer Letter, dated January 24, 2019, between the Company and David Hession.

4 unchanged sentences

Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

Dorman Products, Inc.

Executive Severance Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2021 .

Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement – Michael B.

Subsidiaries of the Company.

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

President and Chief Executive Officer and Director

President, Chief Executive Officer and Director

February 22, 2022

15 unchanged sentences

February 22, 2022

Darrell Thomas

February 22, 2022

Valuation and Qualifying Accounts

10 unchanged sentences

Balance, beginning of period

Acquisitions and other

Balance, end of period

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-K

Item 9A. Controls and Procedures