What changed in this filing

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Item 1. Financial Statements

2022-04-25 compared with 2021-10-25 · 103 added, 155 removed, 242 unchanged (52% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

(in thousands, except per share data)

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Cost of goods sold

5 unchanged sentences

Provision for income taxes

Other comprehensive income:

Change in foreign currency translation adjustment

Comprehensive Income

Earnings per share:

5 unchanged sentences

(in thousands, except for share data)

September 25, 2021

March 26, 2022

December 25, 2021

7 unchanged sentences

Intangible assets, net

Deferred tax asset, net

Liabilities and shareholders’ equity

17 unchanged sentences

Retained earnings

Accumulated other comprehensive income (loss)

Total shareholders’ equity

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended September 25, 2021

(in thousands, except share data)

Additional Paid-In

Balance at June 26, 2021

Exercise of stock options

Compensation expense under Incentive Stock Plan

Purchase and cancellation of common stock

Cancellation of non-vested stock, net of issuances

Other stock-related activity, net of tax

Balance at September 25, 2021

Three Months Ended September 26, 2020

(in thousands, except share data)

Additional Paid-In

Balance at June 27, 2020

Exercise of stock options

Compensation expense under Incentive Stock Plan

Purchase and cancellation of common stock

Cancellation of non-vested stock, net of issuances

Other stock-related activity, net of tax

Balance at September 26, 2020

Nine Months Ended September 25, 2021

Three Months Ended March 26, 2022

(in thousands, except share data)

Additional Paid-In

Accumulated Other Comprehensive Income (Loss)

Balance at December 25, 2021

2 unchanged sentences

Purchase and cancellation of common stock

Issuance of non-vested stock, net of cancellations

Cancellation of non-vested stock, net of issuances

Other stock-related activity, net of tax

Balance at September 25, 2021

Nine Months Ended September 26, 2020

Other comprehensive income

Balance at March 26, 2022

Three Months Ended March 27, 2021

(in thousands, except share data)

Additional Paid-In

Accumulated Other Comprehensive Income (Loss)

Balance at December 26, 2020

4 unchanged sentences

Other stock-related activity, net of tax

Balance at September 26, 2020

Balance at March 27, 2021

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(in thousands)

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Cash Flows from Operating Activities:

1 unchanged sentence

Depreciation, amortization and accretion

Gain on equity method investment

Provision for doubtful accounts

Benefit for deferred income taxes

Provision for stock-based compensation

Payment of contingent consideration

Changes in assets and liabilities:

6 unchanged sentences

Cash Flows from Investing Activities:

Acquisition, net of cash acquired

Proceeds from purchase price adjustment

Property, plant and equipment additions

1 unchanged sentence

Cash Flows from Financing Activities:

Proceeds of revolving credit line

Payments of revolving credit line

Payment of contingent consideration

Payment of debt issuance costs

Proceeds from exercise of stock options

Other stock-related activity

Proceeds from exercise of stock options

Purchase and cancellation of common stock

Cash provided by (used in) financing activities

Cash used in financing activities

Effect of exchange rate changes on Cash and Cash Equivalents

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 25, 2021 AND SEPTEMBER 26, 2020

FOR THE THREE MONTHS ENDED MARCH 26, 2022 AND MARCH 27, 2021

Basis of Presentation

7 unchanged sentences

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 and nine months ended September 25, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 25, 2021 or any future period.

Operating results for the three months ended March 26, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 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.

3 unchanged sentences

DPL Holding Corporation (“Dayton Parts”)

On August 10, 2021, we acquired 100 % of the equity interests of Dayton Parts, a manufacturer of chassis and other parts designed to serve the heavy-duty vehicle sector of the aftermarket for a purchase price of $ 345.5 million in cash (net of $ 8.8 million of acquired cash), subject to certain customary post-acquisition purchase price adjustments.

The acquisition was funded by cash on hand as well as through the refinancing of our revolving credit facility discussed further in Note 6.

On August 10, 2021, we acquired 100 % of the equity interests of Dayton Parts, a manufacturer of chassis and other parts designed to serve the heavy-duty vehicle sector of the aftermarket, for a purchase price of $ 344.9 million in cash (net of $ 8.8 million of acquired cash) after certain customary post-acquisition purchase price adjustments.

In the three months ended March 26, 2022, we received $ 0.6 million in cash as proceeds from the closing net working capital adjustments.

The acquisition was funded by cash on hand and borrowings under our revolving credit facility.

The transaction was accounted for as a business combination under the acquisition method of accounting.

We have preliminarily allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

We are in the process of completing the valuation of identifiable intangible assets, current and deferred taxes, fixed assets, and pre-acquisition contingencies and, therefore, the fair values set forth below are subject to adjustment upon finalizing the valuations.

We expect to complete the purchase price allocation during the fourth quarter of fiscal 2021.

The table below details the estimated fair values of the assets acquired and the liabilities assumed at the acquisition date:

We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

During the year ended December 25, 2021, we recorded measurement period adjustments of approximately $ 2.1 million to decrease goodwill, $ 0.6 million to decrease the purchase price due to customary net working capital adjustments, $ 0.1 million to increase other current liabilities, and $ 1.6 million to decrease deferred tax liabilities.

Our measurement period adjustments for Dayton Parts were complete as of December 25, 2021.

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:

(in thousands)

10 unchanged sentences

Net cash consideration

The estimated valuation of the intangible assets acquired, and related amortization periods are as follows:

(in thousands)

Amortization Period (in years)

Customer relationships

Product portfolio

The fair values assigned to intangible assets were estimated by discounting expected cash flows based on the relief from royalty and multiperiod excess earnings valuation methodologies.

The fair values assigned to intangible assets were estimated by discounting expected cash flows based on the relief from royalty and multi-period excess earnings valuation methodologies.

These valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, royalty rates and other factors.

2 unchanged sentences

The financial results of the acquisition have been included in the unaudited condensed consolidated financial statements since the date of acquisition.

The net sales and net income of Dayton Parts included in the unaudited condensed consolidated financial statements for both the three and nine months ended September 25, 2021 were $ 27.4 million and $ 0.3 million, respectively.

The unaudited pro forma information for the periods set forth below gives effect to the Dayton Parts acquisition as if it had occurred as of December 29, 2019, the beginning of the earliest period presented in these financial statements.

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.

Three Months Ended

Nine Months Ended

(in thousands)

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

Diluted earnings per share

Power Train Industries, Inc.

On January 2, 2020, we acquired the remaining outstanding stock of PTI not already owned by the Company.

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.

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.

Sales of Accounts Receivable

We have entered several customer-sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions.

We have entered 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 Sheet at the times of the sales transactions.

Under these agreements, we sold $ 690.0 million and $ 568.3 million of accounts receivable during the nine months ended September 25, 2021 and September 26, 2020, respectively.

Under these agreements, we sold $ 275.2 million and $ 209.9 million of accounts receivable during the three months ended March 26, 2022 and March 27, 2021, respectively.

All credit terms with our customers are 365 days or less.

Selling, general and administrative expenses include financing costs associated with these accounts receivable sales programs of $ 3.1 million and $ 1.3 million during the three months ended September 25, 2021 and September 26, 2020, respectively, and $ 8.6 million and $ 10.9 million during the nine months ended September 25, 2021 and September 26, 2020, respectively.

Selling, general and administrative expenses include factoring costs associated with these accounts receivable sales programs of $ 4.9 million and $ 2.6 million during the three months ended March 26, 2022 and March 27, 2021, respectively.

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)

September 25, 2021

March 26, 2022

December 25, 2021

2 unchanged sentences

Packaging materials

During the three months ended March 26, 2022, we entered into a warehouse and distribution services agreement with a third-party.

In connection with the services agreement, we have agreed to reimburse the service provider for substantially all of its facility costs applicable to the warehouse in which services are provided.

This agreement resulted in a deemed new lease for the company for accounting purposes.

The lease commenced on March 1, 2022 and runs through February 28, 2034 .

The lease includes fixed rental payments as well as variable payments for operating expenses that will be billed based on actual costs.

Upon the lease commencement date, we recorded an operating lease right of use asset of $ 35.1 million, a short-term operating lease liability (included in other accrued liabilities in the consolidated balance sheet) of $ 2.0 million, and a long-term operating lease liability of $ 33.1 million.

The following table summarizes the maturities of the lease liability for our new deemed lease as of March 26, 2022:

(in thousands)

March 26, 2022

Remainder of 2022

2027 and thereafter

Total fixed lease payments

Goodwill and Intangible Assets

1 unchanged sentence

(in thousands)

September 25, 2021

December 26, 2020

Balance at beginning of period

Goodwill acquired

Balance at end of period

Three Months Ended

Balance at December 25, 2021

Foreign currency translation

Balance at March 26, 2022

Intangible Assets

Intangible assets included the following:

September 25, 2021

March 26, 2022

December 25, 2021

9 unchanged sentences

Product Portfolio

Amortization expense was $ 1.2 million and $ 0.8 million during the three months ended September 25, 2021 and September 26, 2020, respectively, and $ 2.9 million and $ 2.5 million during the nine months ended September 25, 2021 and September 26, 2020, respectively.

On August 10, 2021, in connection with the acquisition of Dayton Parts, we entered into a new credit agreement that provides for a $ 600 million revolving credit facility, including a letter of credit sub-facility of up to $ 60 million (the “New Facility”).

The New Facility replaced our previous $ 100 million revolving credit facility.

The New Facility matures on August 10, 2026 and is guaranteed by the Company’s material domestic subsidiaries (together with the Company, the “Credit Parties”) and is supported by a security interest in substantially all of the Credit Parties’ personal property and assets, subject to certain exceptions.

Borrowings under the New Facility bear interest at a rate per annum equal to, at the Company’s option, either a LIBOR rate (subject to a 0.00 % floor) or a base rate, in each case plus an applicable margin of, initially (i) in the case of LIBOR rate, 1.250 % or (ii) in the case of base rate loans, 0.250 %.

The applicable margin for (i) base rate loans ranges from 0.000 % to 1.000 % per annum and (ii) for LIBOR loans ranges from 1.000 % to 2.000 % per annum, in each case, based on the Total Net Leverage Ratio (as defined in the New Facility).

The commitment fee is initially equal to 0.150 % and thereafter ranges from 0.125 % to 0.250 % based on the Total Net Leverage Ratio.

As of September 25, 2021, the interest rate on the outstanding borrowings under the New Facility was 1.33 % and the commitment fee was 0.15 %.

The New Facility contains affirmative and negative covenants, including, but not limited to, covenants regarding capital expenditures, share repurchases, and financial covenants related to the ratio of consolidated interest expense to

consolidated EBITDA and the ratio of total net indebtedness to consolidated EBITDA, each as defined by the New Facility.

As of September 25, 2021, we were not in default with respect to the New Facility .

Amortization expense was $ 3.0 million and $ 0.8 million during the three months ended March 26, 2022 and March 27, 2021, respectively.

Revolving Credit Facility

As of March 26, 2022, the interest rate on the outstanding borrowings under our revolving credit facility was 1.6 %.

No borrowings were outstanding as of March 27, 2021.

Commitments and Contingencies

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.

During the nine months ended September 25, 2021, we paid $ 10.4 million in contingent consideration in connection with prior acquisitions based upon performance targets.

If the performance targets associated with prior acquisitions are fully achieved, the maximum additional contingent payments to be made under the related acquisition agreements would be $ 3.6 million.

If the remaining performance targets for prior acquisitions are fully achieved, the maximum additional contingent payments to be made under the related acquisition agreements would be $ 3.6 million.

Other Contingencies

1 unchanged sentence

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 the possibility exists 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.

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.

Revenue Recognition

Our primary source of revenue is from contracts with and purchase orders from customers.

In many instances, our contract with a customer is the customer’s purchase order.

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 makes it probable that we will collect the consideration to which we will be entitled in exchange for the goods transferred to the customer.

In most instances, our contract with a customer is the customer’s purchase order.

Upon acceptance of the purchase order, a contract exists with a customer as a sales agreement indicates approval and commitment of the parties, identifies the rights of both parties, identifies the payment terms, and has commercial substance.

At this point, we believe it is probable that we will collect the consideration to which we will be entitled in exchange for the goods transferred to the customer.

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”).

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.

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.

Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions.

3 unchanged sentences

We have concluded that our estimates of variable consideration are not constrained .

All our revenue was recognized under the point of time approach during the nine months ended September 25, 2021 and September 26, 2020.

We do not have significant financing arrangements with our customers, as our credit terms are all 365 days or less.

Also, we do not receive noncash consideration (such as materials or equipment) from our customers to facilitate the fulfillment of our contracts.

All our revenue was recognized under the point of time approach during the three months ended March 26, 2022 and March 27, 2021.

Also, we do not have significant financing arrangements with our customers.

Our credit terms are all less than one year.

Lastly, we do not receive noncash consideration (such as materials or equipment) from our customers to facilitate the fulfillment of our contracts.

Disaggregated Revenue

The following tables present our disaggregated net sales by type of major good / product line, and geography.

The following tables present our disaggregated revenue by type of major good / product line, and geography.

Three Months Ended

Nine Months Ended

(in thousands)

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Automotive body

Three Months Ended

Nine Months Ended

(in thousands)

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Net sales to U.S.

4 unchanged sentences

We retain the shares underlying the grant, and any dividends paid thereon, until the vesting conditions have been met.

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.

For time-based RSA and RSU grants, compensation cost related to the awards 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.

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.

1 unchanged sentence

For these awards, 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.

For the nine months ended September 25, 2021, we granted 17,714 performance-based RSUs with a grant date fair value of $ 131.02 per share.

Compensation cost related to RSA and RSU grants was $ 1.4 million and $ 1.0 million for the three months ended September 25, 2021 and September 26, 2020, respectively, and $ 4.5 million and $ 3.0 million for the nine months ended September 25, 2021 and September 26, 2020, respectively, and were included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSA and RSU activity for the nine months ended September 25, 2021:

For the three months ended March 26, 2022, we granted 23,995 performance-based RSUs with a grant date fair value of $ 111.31 per share.

For the three months ended March 27, 2021, we granted 17,714 performance-based RSUs with a grant date fair value of $ 131.02 per share.

Compensation cost related to RSA and RSU grants was $ 1.6 million and $ 1.8 million for the three months ended March 26, 2022 and March 27, 2021, respectively, and was included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSA and RSU activity for the three months ended March 26, 2022:

Balance at December 25, 2021

Balance at September 25, 2021

As of September 25, 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 2.3 years.

Balance at March 26, 2022

As of March 26, 2022, there was $ 16.8 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

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.

The compensation cost charged against income was $ 0.3 million for each of the three months ended September 25, 2021 and September 26, 2020, and $ 0.9 million and $ 0.8 million for the nine months ended September 25, 2021 and September 26, 2020, respectively.

The compensation cost charged against income was $ 0.4 million and $ 0.3 million for the three months ended March 26, 2022 and March 27, 2021, respectively.

These costs are included as selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

4 unchanged sentences

Treasury security with terms equal to the expected time of exercise as of the grant date.

The following table summarizes our stock option activity for the nine months ended September 25, 2021 :

The following table summarizes our stock option activity for the three months ended March 26, 2022 :

Balance at December 25, 2021

Balance at September 25, 2021

Options exercisable at September 25, 2021

As of September 25, 2021, there was $ 3.0 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 2.8 years.

Employee Stock Purchase Plan

There were 31,462 shares and 10,735 shares purchased during the nine months ended September 25, 2021 and September 26, 2020, respectively.

During the nine months ended September 25, 2021 and September 26, 2020, compensation costs were $ 0.7 million and $ 0.3 million, respectively.

Balance at March 26, 2022

Options exercisable at March 26, 2022

As of March 26, 2022, there was $ 3.6 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 3.3 years.

Employee Stock Purchase Plan (“ESPP”)

There were 4,615 shares purchased during the three months ended March 26, 2022 under the ESPP.

During the three months ended March 26, 2022, compensation costs related to the ESPP were $ 0.1 million.

Earnings Per Share

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.

Basic earnings per share was calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding unvested RSAs which 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.

Stock-based awards that were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive were 19,000 shares and 34,000 shares for the three months ended September 25, 2021 and September 26, 2020, respectively, and 16,000 shares and 141,000 shares for the nine months ended September 25, 2021 and September 26, 2020, respectively.

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

Stock-based awards of approximately 27,000 shares and 9,000 shares were excluded from the calculation of diluted earnings per share for the three months ended March 26, 2022 and March 27, 2021, respectively, as the impact would have been antidilutive.

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

Three Months Ended

Nine Months Ended

(in thousands, except per share data)

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Weighted average basic shares outstanding

5 unchanged sentences

401(k) Retirement Plan and Trust (the “401(k) Plan”).

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

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.

The following table summarizes the repurchase and cancellation of common stock in the 401(k) Plan:

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.

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

Three Months Ended

Nine Months Ended

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Shares repurchased and canceled

1 unchanged sentence

Average price per share

Our Board of Directors has authorized the repurchase of up to $ 500 million of our common stock through December 31, 2022 under a previously announced share repurchase program.

Separately, our Board of Directors has authorized the repurchase of up to $ 500 million of our common stock 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.

At September 25, 2021, $ 153.0 million was available for repurchase under this share repurchase program.

At March 26, 2022, $ 136.0 million was available for repurchase under this share repurchase program.

The following table summarizes the repurchase and cancellation of common stock under the share repurchase program:

Three Months Ended

Nine Months Ended

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

March 26, 2022

March 27, 2021

Shares repurchased and canceled

1 unchanged sentence

Average price per share

At September 25, 2021, we had $ 1.2 million of net unrecognized tax benefits, all of which would lower our effective tax rate if recognized.

At March 26, 2022, we had $ 1.2 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.

As of September 25, 2021, accrued interest and penalties related to uncertain tax positions were not material.

As of March 26, 2022, 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.

13 unchanged sentences

The lease for our Lewisberry, PA operating facility was signed in September 2020 and will expire on December 31, 2027 .

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.

We are a partner in a joint venture with one of our suppliers and own minority interests in two other suppliers.

3 unchanged sentences

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