"Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Consolidated Financial Statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. As used herein, unless the context otherwise requires, "Dorman," the "Company," "we," "us," or "our" refers to Dorman Products, Inc. and its subsidiaries.

Cautionary Statement Regarding Forward Looking Statements

This document contains certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the COVID-19 pandemic, net sales, diluted earnings per share, gross profit, gross margin, selling, general and administrative expenses, income tax expense, income before income taxes, net income, cash and cash equivalents, indebtedness, liquidity, the Company's share repurchase program, the Company's outlook and distribution facility costs and productivity initiatives. Words such as "believe," "demonstrate," "expect," "estimate," "forecast," "anticipate," "should," "will" and "likely" and similar expressions identify forward-looking statements. However, the absence of these words does not mean the statements are not forward-looking. In addition, statements that are not historical should also be considered forward-looking statements.

Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors (many of which are outside of our control) which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: (i) competition in the automotive aftermarket industry; (ii) unfavorable economic conditions; (iii) the loss or decrease in sales among one of our top customers; (iv) customer consolidation in the automotive aftermarket industry; (v) foreign currency fluctuations and our dependence on foreign suppliers; (vi) extending credit to customers; (vii) the loss of a key supplier; (viii) limited customer shelf space; (ix) reliance on new product development; (x) changes in automotive technology and improvements in the quality of new vehicle parts; (xi) inability to protect our intellectual property and claims of intellectual property infringement; (xii) quality problems with products after their production and sale to customers; (xiii) loss of third party transportation providers on whom we depend; (xiv) unfavorable results of legal proceedings; (xv) our executive chairman and his family owning a significant portion of the Company; (xvi) operations may be subject to quarterly fluctuations and disruptions from events beyond our control; (xvii) cyber-attacks; (xviii) imposition of taxes, duties or tariffs; (xix) the level of our indebtedness, (xx) exposure to risks related to accounts receivable; (xxi) the phaseout of LIBOR or the impact of the imposition of a new reference rate, (xxii) volatility in the market price of our common stock and potential securities class action litigation; (xxiii) losing the services of our executive officers or other highly qualified and experienced contributors; (xxiv) the inability to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully; and (xxv) the effects of widespread public health epidemics, including COVID-19. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

See the "Statement Regarding Forward Looking Statements," Part I, Item 1A, "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q for additional information regarding forward-looking statements and the factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. The Company is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this document, including but not limited to any situation where any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

Introduction

The following discussion and analysis, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with the unaudited consolidated financial statements and footnotes thereto of Dorman Products, Inc. and its subsidiaries included in "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q and with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

This Quarterly Report on Form 10-Q contains the registered and unregistered trademarks or service marks of Dorman and are the property of Dorman Products, Inc. and/or its affiliates. This Quarterly Report on Form 10-Q also may contain additional trade names, trademarks or service marks belonging to other companies. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by these parties.

Overview

We are one of the leading suppliers of replacement parts and fasteners for passenger cars, light trucks, and heavy duty trucks in the automotive aftermarket industry. As of December 28, 2019, we marketed approximately 78,000 distinct stock keeping units ("SKU's") as compared to approximately 77,000 as of December 29, 2018, many of which we designed and engineered. This number excludes private label SKU's and other variations in how we market, package and distribute our products, includes distinct SKU's of acquired companies, and reflects distinct SKU's that have been discontinued at the end of their lifecycle. Our products are sold under our various brand names, under our customers' private label brands or in bulk. We are one of the leading aftermarket suppliers of original equipment ("OE") "dealer exclusive" parts. OE "dealer exclusive" parts are those parts which were traditionally available to consumers only from original equipment manufacturers or salvage yards. These parts include, among other parts: intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, complex electronics modules and exhaust gas recirculation (EGR) coolers.

We generate virtually all our net sales from customers in the North American automotive aftermarket industry, primarily in the United States. Our products are sold primarily through automotive aftermarket retailers, including through their online platforms; national, regional and local warehouse distributors and specialty markets, and salvage yards. We also distribute automotive aftermarket parts outside the United States, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, the Middle East and Australia.



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We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers. The introduction of new products and product lines to customers, as well as business acquisitions, may also cause significant fluctuations from quarter to quarter.

Early in 2019, we began the process of transferring operations of our existing distribution facility in Portland, Tennessee to a new, larger facility nearby. Our new 800,000 square foot distribution center in Portland, Tennessee became fully operational in October 2019 and is in the process of being expanded to approximately 1 million square feet. During the thirteen weeks ended March 28, 2020, we incurred $1.3 million of costs related to start up inefficiencies and duplication of facility overhead and operating costs primarily related to our Portland facility consolidation activities, of which $0.5 million was included in selling, general and administrative expenses and $0.8 million was included in gross profit. These costs have decreased as compared to the thirteen weeks ended December 28, 2019 due to planned productivity initiatives that reduced costs by $3.9 million, $0.6 million of which related to gross profit and $3.3 million related to selling, general and administrative expenses. We expect our distribution costs to be back to more typical levels as we move through 2020, subject to the impact of COVID-19.

We operate on a fifty-two or fifty-three week period ending on the last Saturday of the calendar year. Our 2020 fiscal year will be a fifty-two week period that will end on December 26, 2020. Our fiscal 2019 was a fifty-two week period that ended on December 28, 2019.

Impacts of COVID-19

The COVID-19 pandemic has resulted and will continue to result in significant economic disruption, and it has and will adversely affect our business. Although certain states have issued executive orders requiring all workers to remain at home, unless their work is critical, essential or life-sustaining, throughout the U.S., automotive repair and the related supply and distribution of parts have generally been classified as critical, essential or life-sustaining businesses exempted from these government shutdowns. Therefore, the vast majority of our retail and wholesale customers currently are open for business. In turn, all of our U.S. facilities are also open and operating at this time, with modified staffing in certain locations where appropriate. We have taken actions to promote the welfare of our employees by enhancing safety protocols, including requiring administrative employees to work from home where applicable and implementing social distancing and robust sanitization practices at its facilities. We also have adopted a COVID-19 sick leave policy providing continued salary and benefits to eligible employees. Operationally, our global network of parts suppliers is meeting our current demand levels, including our suppliers in China that experienced a slowdown in the first part of the first quarter of fiscal 2020 due to the pandemic.

In late March, we began experiencing softening customer demand as a result of government-imposed restrictions designed to slow the spread of COVID-19 and expect those trends to continue through the second quarter and potentially longer. We expect demand to continue to be soft while government-imposed restrictions to curb the spread of COVID-19 remain in place. However, it is difficult to determine the full impact that the pandemic will have on the overall demand environment and our operations.

We have taken and expect to continue to take proactive steps to manage our costs and bolster our balance sheet and cash position in light of the pandemic, including but not limited to, the following:



    •  As more fully described under "Liquidity and Capital Resources," at the end
       of March 2020, we drew down $99.0 million from our $100.0 million revolving
       credit facility.


    •  We increased the level of receivables collected under our various accounts
       receivable purchase agreements. Since the end of the first quarter of 2020
       through April 24, 2020, we factored $192.0 million of receivables under
       these programs, with $3.7 million in financing costs associated with these
       accounts receivable sales.


    •  We are managing inventory levels to meet reduced levels of customer demand
       and forecasts. Toward the end of the first quarter of fiscal 2020, we began
       to reduce our inventory purchases in light of reduced demand levels.


    •  We are adjusting operating costs to adjust to demand dynamics, by limiting
       non-essential operating expenses, reducing labor hours where possible, and
       deferring capital expenditures where we have deemed appropriate to do so.


    •  We announced that we temporarily suspended our share repurchase program,
       noting that we may resume such repurchases at any time when we believe it
       is prudent to do so and without further notice.

As a result of these actions, we have increased our cash position and, as of April 24, 2020, we had approximately $300.0 million in cash and cash equivalents. We believe that our asset-light model and level of liquidity position us well to navigate the current economic disruption associated with the ongoing COVID-19 pandemic.

Of course, at the time of this filing and as we look ahead, we are unable to determine or predict the overall impact the COVID-19 pandemic will have on our customers, vendors and suppliers or our business, results of operations, liquidity or capital resources. Significant uncertainty still exists concerning the overall magnitude of the impact and the duration of the COVID-19 pandemic. As a result, we will continue to closely monitor updates regarding the spread of COVID-19 and adjust our operations according to guidelines from local, state and federal officials. In light of the foregoing, we may take further actions that alter our business operations or that we determine are in the best interests of our employees, customers, suppliers and shareholders.

New Product Development

New product development is an important success factor for us and traditionally has been our primary vehicle for growth. We have made incremental investments to increase our new product development efforts each year since 2003 to grow our business and strengthen our relationships with our customers. The investments primarily have been in the form of increased product development resources, increased customer and end-user awareness programs, and customer service improvements. These investments historically have enabled us to provide an expanding array of new product offerings and grow revenues at levels that generally have exceeded market growth rates. As a result of these investments, we introduced 640 new distinct SKU's to our customers and end users in the thirteen weeks ended March 28, 2020, including 288 new-to-the-aftermarket SKU's. We introduced 5,239 distinct SKU's to our customers and end users in the fiscal year ended December 28, 2019, including 1,625 new-to-the-aftermarket SKU's.



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One area of focus has been our complex electronics program, which capitalizes on the growing number of electronic components being utilized on today's OE platforms. New vehicles contain an average of approximately thirty-five electronic modules, with some high-end luxury vehicles containing over one hundred modules. Our complex electronics products are designed and developed in-house and tested to help ensure consistent performance, and our product portfolio is focused on further developing our leadership position in the category.

Another area of focus has been on Dorman HD Solutions™, a line of products we market for the medium and heavy duty truck sector of the automotive aftermarket industry. We believe that this sector provides many of the same opportunities for growth that the passenger car and light truck sector of the automotive aftermarket industry has provided us. Through Dorman HD Solutions™, we specialize in what formerly were "dealer exclusive" parts similar to how we have approached the passenger car and light duty truck sector. During the thirteen weeks ended March 28, 2020, we introduced 54 SKU's in this product line. We expect to continue to invest aggressively in the medium and heavy duty product category.

Acquisitions

Our growth is also impacted by acquisitions. For example, on January 2, 2020, we acquired Power Train Industries, Inc. ("PTI"). We may acquire businesses in the future to supplement our financial growth, increase our customer base, add to our distribution capabilities or enhance our product development resources, among other reasons.

Economic Factors

The Company's financial results are also impacted by various economic and industry factors, including, but not limited to the number, age and condition of vehicles in operation ("VIO") at any one time, and miles driven by those VIO.

To begin, the Company's products are primarily purchased and installed on a subsegment of the VIO, specifically weighted towards vehicles aged eight to thirteen years old. Each year, the United States seasonally adjusted annual rate ("US SAAR") of new vehicles purchased adds a new year to the US VIO. According to data from the Auto Care Association ("Auto Care"), the US SAAR experienced a decline from 2008 to 2011 as consumers purchased fewer new vehicles as a result of the Great Recession of 2008. We believe that the declining US SAAR during that period resulted in a follow-on decline in our primary US VIO subsegment (eight to thirteen-year-old vehicles) commencing in 2016. However, following 2011 and the impact the Great Recession of 2008, US consumers began to increase their purchases of new vehicles which over time caused the US SAAR to recover and return to more historical levels. Consequently, we expect the US VIO for vehicles aged eight to thirteen years old to recover over the next several years.

In addition, we believe that vehicle owners generally are operating their current vehicles longer than they did several years ago, performing necessary repairs and maintenance in order to keep those vehicles well maintained. According to data published by Polk, a division of IHS Automotive, the average age of VIO increased to 11.9 years as of October 2019 from 11.8 years as of October 2018 despite increasing new car sales. Additionally, the number of VIO in the United States continues to increase, growing 2% in 2019 to 290.0 million from 285.7 million in 2018. Approximately 57% of vehicles in operation are 11 years old or older. Vehicle scrappage rates have also decreased over the last several years.

The number of miles driven is another important statistic that impacts our business. According to the United States Department of Transportation, the number of miles driven has increased each year since 2011 with miles driven having increased 0.9% as of November 2019 as compared to November 2018. Generally, as vehicles are driven more miles, the more likely it is that parts will fail.

The recent executive orders issued by certain states in response to the COVID-19 pandemic requiring workers to remain at home, unless their work is critical, essential or life-sustaining, is having an adverse impact on work-related travel. In addition, quarantine orders throughout the U.S. are impacting personal travel. In fact, according to a report cited by the Auto Care Association, data indicates that, relative to a typical daily travel day in February 2020, personal travel during the work week dropped by 38% to 48% nationally by the end of March 2020, with the largest decline in travel occurring during the last week of the quarter as more states entered into stay at home orders.

As a result, while, prior to COVID-19, we might have expected to see additional sales growth due to the VIO and mileage trends referenced above, the impact of COVID-19 related travel restrictions is expected to adversely affect our sales growth potential and our future results, at least until such restrictions are lifted.

Brand Protection

We operate in a highly competitive market. As a result, we are continuously evaluating our approach to brand protection. For example, in the third quarter of 2019, we modified our brand protection policy, which is designed to ensure that certain products bearing the Dorman name are not advertised below certain approved pricing levels.

Discounts, Allowances and Incentives

We offer a variety of customer discounts, rebates, return allowances and other incentives. We may offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice. In addition, we may offer pricing discounts based on volume purchased from us or other pricing discounts related to programs in accordance with a customer's agreement. These discounts can be in the form of "off-invoice" discounts and are immediately deducted from sales at the time of sale. For those customers that choose to receive a payment on a quarterly or annual basis instead of "off-invoice," we accrue for such payments as the related sales are made and reduce sales accordingly. Finally, rebates and discounts are provided to customers to support promotional activities such as advertising and sales force allowances, and allowances for warranty and overstock returns may also be provided.

Our customers, particularly our larger retail customers, regularly seek more favorable pricing and product return provisions, and extended payment terms when negotiating with us. We attempt to avoid or minimize these concessions as much as possible, but we have granted pricing concessions, indemnification rights, extended customer payment terms and allowed a higher level of product returns in certain cases. These



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concessions impact net sales as well as our profit levels and may require additional capital to finance the business. We expect our customers to continue to exert pressure on our margins.

New Customer Acquisition Costs

New customer acquisition costs refer to arrangements pursuant to which we incur change-over costs to induce a customer to switch from a competitor's brand. In addition, change-over costs include the costs related to removing the new customer's inventory and replacing it with our inventory, which is commonly referred to as a stock-lift. New customer acquisition costs are recorded as a reduction to revenue when incurred.

Product Warranty and Overstock Returns

Many of our products carry a lifetime limited warranty, which generally covers defects in materials or workmanship and failure to meet specifications. In addition to warranty returns, we also may permit our customers to return new, undamaged products to us within customer-specific limits in the event that they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established using historical information on the nature, frequency and average cost of the claim and the probability of the customer return. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims.

Foreign Currency

In fiscal 2019, approximately 79% of our products were purchased from suppliers in a variety of non-U.S. countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. To the extent that the U.S. dollar changes in value relative to foreign currencies in the future, the price of the product for new purchase orders may change in equivalent U.S. dollars.

The largest portion of our overseas purchases comes from China. The Chinese Yuan to U.S. Dollar exchange rate has fluctuated over the past several years. Any future changes in the value of the Chinese Yuan relative to the U.S. Dollar may result in a change in the cost of products that we purchase from China. However, the cost of the products we procure is also affected by other factors including raw material availability, labor cost, and transportation costs.



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Impact of Inflation

The overall impact of inflation has not resulted in a significant change in labor costs or the cost of general services utilized.

The cost of many commodities that are used in our products has fluctuated over time resulting in increases and decreases in the cost of our products. In addition, we have periodically experienced increased transportation costs as a result of higher fuel prices, capacity constraints and other factors. We will attempt to offset cost increases by passing along selling price increases to customers, using alternative suppliers and sourcing purchases from other suppliers. However, there can be no assurance that we will be successful in these efforts.

Impact of Tariffs

Effective September 24, 2018, the Office of the United States Trade Representative (USTR) imposed an additional tariff on approximately $200 billion worth of Chinese imports. The tariff was approximately 10% as of December 29, 2018. Effective for shipments departing China on or after May 10, 2019, the USTR increased this tariff to 25%. In addition, effective September 1, 2019, the USTR imposed a fourth tranche of tariffs on approximately $300 billion worth of Chinese imports with a tariff rate of 15%. The tariffs enacted to date will increase the cost of many products that are manufactured for us in China. We are taking several actions to mitigate the impact of the tariffs including, but not limited to, price increases to our customers and cost concessions from our suppliers. We expect to continue mitigating the impact of tariffs in fiscal 2020 primarily through selling price increases to offset the higher tariffs incurred. Tariffs are not expected to have a material impact on our net income but are expected to increase net sales and lower our gross and operating profit margins to the extent that these additional costs are passed through to customers.

In January 2020, the U.S. and Chinese governments signed a trade deal that reduced some U.S. tariffs on Chinese goods in exchange for Chinese pledges to, among other things, purchase more of American farm, energy and manufactured goods. In addition, the USTR has granted tariff relief for certain categories of products being imported from China. We expect that we will reverse tariff-related price increases previously passed along to our customers and cost concessions previously received from our suppliers as such tariffs are reduced or such other relief is granted.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in our Consolidated Statements of Operations:



                                                 Thirteen Weeks Ended*
(in millions)                           March 28, 2020          March 30, 2019
Net sales                             $ 257.7       100.0 %   $ 243.8       100.0 %
Cost of goods sold                    $ 172.9        67.1 %   $ 156.3        64.1 %
Gross profit                          $  84.8        32.9 %   $  87.5        35.9 %

Selling, general and administrative


  expenses                            $  59.7        23.2 %   $  57.8        23.7 %
Income from operations                $  25.1         9.7 %   $  29.7        12.2 %
Other income, net                     $   2.6         1.0 %   $   0.0         0.0 %
Income before income taxes            $  27.7        10.7 %   $  29.8        12.2 %
Provision for income taxes            $   4.9         1.9 %   $   6.4         2.6 %
Net income                            $  22.8         8.8 %   $  23.4         9.6 %

* Percentage of sales information does not add due to rounding

Thirteen Weeks Ended March 28, 2020 Compared to Thirteen Weeks Ended March 30, 2019

Net sales increased 6% to $257.7 million for the thirteen weeks ended March 28, 2020 from $243.8 million for the thirteen weeks ended March 30, 2019. The increase in net sales was primarily driven by increased volumes. Customer demand began to decline late in March as the government imposed enhanced restrictions to prevent the further spread of COVID-19, with the corresponding negative impact on net sales estimated to be approximately 1.5% - 2.5%, or $4 million to $6 million, in the first quarter of 2020.

Gross profit margin was 32.9% of net sales for the thirteen weeks ended March 28, 2020 compared to 35.9% of net sales for the thirteen weeks ended March 30, 2019. The gross margin was lower primarily due to higher first quarter 2020 customer provisions compared to first quarter 2019 (130 bps), and to a lesser extent, due to the pass-through of tariff costs to our customers (70 bps) and lower productivity levels as we continued to ramp up production at our new Portland, TN distribution facility (30 bps).

Selling, general and administrative expenses were $59.7 million, or 23.2% of net sales, for the thirteen weeks ended March 28, 2020 compared to $57.8 million, or 23.7% of net sales, for the thirteen weeks ended March 30, 2019. The decrease in selling, general and administrative expense as a percentage of net sales during the thirteen weeks ended March 28, 2020 was primarily due to lower factoring costs (70 bps) due to decreased sales of accounts receivable, partially offset by lower productivity levels as we ramped up production at our new distribution center in Portland, TN (20 bps).

Other Income, net was $2.6 million for the thirteen weeks ended March 28, 2020 which includes a gain of $2.5 million recognized as the difference between the carrying value of our previously held equity method investment in PTI and the implied fair value when we acquired the remaining equity interest in PTI in January 2020 that we did not already own.

Our effective tax rate was 17.8% for the thirteen weeks ended March 28, 2020 compared to 21.4% for the thirteen weeks ended March 30, 2019. The decrease in tax rate is primarily a result of discrete items in the quarter related to a foreign tax credit carryback claim and the write-off of the deferred tax liability associated with PTI, which was previously an investment and is now a consolidated U.S. subsidiary.



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Liquidity and Capital Resources

Historically, our primary sources of liquidity have been our invested cash and the cash flow we generate from our operations, including accounts receivable sales programs provided by our customers. Cash and cash equivalents at March 28, 2020 increased to $161.8 million from $68.4 million at December 28, 2019. Working capital was $539.7 million at March 28, 2020 compared to $534.1 million at December 28, 2019. Shareholders' equity was $791.4 million at March 28, 2020 compared to $773.6 million at December 28, 2019. Based on our current operating plan, we believe that our sources of available capital are adequate to meet our ongoing cash needs for at least the next twelve months. However, our liquidity could be negatively affected by extending payment terms to customers, a decrease in demand for our products, the outcome of contingencies or other factors, including the impact of the COVID-19 pandemic. See Note 8, "Commitments and Contingencies", in the accompanying consolidated financial statements for additional information regarding commitments and contingencies that may affect our liquidity.

Tariffs

Tariffs also increase our uses of cash since we pay for the tariffs upon the arrival of our goods in the United States but collect the cash on any passthrough price increases from our customers on a delayed basis according to the payment terms negotiated with our customers.

Payment Terms and Accounts Receivable Sales Programs

Over the past several years we have continued to extend payment terms to certain customers as a result of customer requests and market demands. These extended terms have resulted in increased accounts receivable levels and significant uses of cash flows. We participate in accounts receivable sales programs with several customers that allow us to sell our accounts receivable to financial institutions to offset the negative cash flow impact of these payment terms extensions. However, any sales of accounts receivable through these programs ultimately result in us receiving a lesser amount of cash upfront than if we collected those accounts receivable ourselves in due course. Moreover, prior to the London Inter-Bank Offered Rate ("LIBOR") being phased out in 2021, to the extent that any of these accounts receivable sales programs bear interest rates tied to LIBOR, as LIBOR rates increase our cost to sell our receivables also increases. See Item 3. Quantitative and Qualitative Disclosures about Market Risk for more information. Further extensions of customer payment terms will result in additional uses of cash flow or increased costs associated with the sales of accounts receivable.

During the thirteen weeks ended March 28, 2020 and March 30, 2019, we sold approximately $151.3 million and $172.8 million of accounts receivable, respectively, under these programs. We have the ability to sell significantly more accounts receivable under these programs if the needs of the business warrant, and, in fact, following the end of the first fiscal quarter of 2020, in light of COVID-19 we began increasing the amount of accounts receivable sold under these programs in an effort to enhance our liquidity. Since the end of the first quarter of 2020 through April 24, 2020, we factored $192.0 million, with $3.7 million in financing costs associated with these accounts receivable sales.

Credit Agreement

In December 2017, we entered into a credit agreement that will expire in December 2022. The credit agreement provides for an initial revolving credit facility of $100.0 million. The credit agreement replaced our previous $30.0 million facility. Borrowings under the credit agreement are on an unsecured basis. At the Company's election, the interest rate applicable to revolving credit loans under the credit agreement will be either (1) the Prime Rate as announced by Wells Fargo from time to time, (2) an Adjusted LIBOR Market Index Rate as measured by the LIBOR Market Index Rate plus the Applicable Margin which fluctuates between 65 basis points and 125 basis points based on the ratio of the Company's Consolidated Funded Debt to Consolidated EBITDA, or (3) an Adjusted LIBOR Rate as measured by the LIBOR Rate plus the Applicable Margin which fluctuates between 65 basis points and 125 basis points based on the ratio of the Company's Consolidated Funded Debt to Consolidated EBITDA. The interest rate at March 28, 2020 was LIBOR plus 65 basis points (1.64%). During the occurrence and continuance of an event of default, all outstanding revolving credit loans will bear interest at a rate per annum equal to 2.00% in excess of the greater of (1) the Prime Rate or (2) the Adjusted LIBOR Market Index Rate then applicable. As of March 28, 2020, we were not in default in respect to the credit agreement. The credit agreement also contains covenants, including those related to the ratio of certain consolidated fixed charges to consolidated EBITDA, capital expenditures, and share repurchases, each as defined by the credit agreement. The credit agreement also requires us to pay an unused fee of 0.10% on the average daily unused portion of the facility, provided the unused fee will not be charged on the first $30 million of the revolving credit facility. In late March, in an effort to enhance our liquidity in light of COVID-19, we drew down on the revolving credit facility in the amount of $99.0 million. As of March 28, 2020, approximately $99.8 million was outstanding under that facility, inclusive of issued but undrawn letters of credit in the amount of $0.8 million that were issued to secure ordinary course of business transactions. Net of these letters of credit and our borrowings, we had approximately $0.2 million available under the facility at March 28, 2020.

In addition to the foregoing, and, subject to certain requirements, the credit agreement gives us the ability to request increases in revolving credit commitments of up to an incremental $100.0 million. In light of COVID-19, we may, if market factors permit and business needs dictate, decide to request such an increase in commitments.

Cash Flows

The following summarizes the activities included in the Consolidated Statements of Cash Flows:



                                                                Thirteen Weeks Ended
(in thousands)                                           March 28, 2020       March 30, 2019
Cash provided by operating activities                   $         18,590     $         16,431
Cash used in investing activities                                (17,967 )             (8,838 )
Cash used in financing activities                                 92,802              (10,257 )

Net increase (decrease) in cash and cash equivalents $ 93,425 $ (2,664 )






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During the thirteen weeks ended March 28, 2020, cash provided by operating activities was $18.6 million primarily as a result of $22.8 million in net income, non-cash adjustments to net income of $5.3 million and a net increase in operating assets and liabilities of $9.5 million. Compared to the Consolidated Balance Sheet at December 28, 2019, accounts receivable increased $29.5 million due to higher sales. Inventory decreased $28.0 million due to the impacts of COVID-19 slowing the receipts of inventory and increased sales. Prepaids and other current assets decreased $2.3 million primarily due to the timing of payments. Accrued compensation and other liabilities increased $6.8 million primarily due to the timing of payments associated with income taxes and employee compensation programs. Other assets increased $2.2 million primarily due to an increase in our long-term core inventory. Accounts payable decreased $19.3 million primarily due to the timing of vendor payments.

During the thirteen weeks ended March 30, 2019, cash provided by operating activities was $16.4 million primarily as a result of $23.4 million in net income, non-cash adjustments to net income of $8.2 million and a net increase in operating assets and liabilities of $15.2 million. Compared to the Consolidated Balance Sheet at December 29, 2018, accounts receivable decreased $13.3 million due to higher sales of accounts receivable. Inventory increased $18.2 million due to inventory purchases to support new product launches and to maintain customer fill rates as we consolidated facilities. Accounts payable decreased $11.1 million due to the timing of payments to our vendors. The change in prepaids, other assets, accrued customer rebates and returns, accrued compensation and other liabilities was not material.

Investing activities used $18.0 million of cash in the thirteen weeks ended March 28, 2020 and $8.8 million in the thirteen weeks ended March 30, 2019, as summarized below:



    •   Capital spending in the thirteen weeks ended March 28, 2020 was primarily
        related to $1.7 million in tooling associated with new products, and
        $1.5 million in enhancements and upgrades to our information systems.


    •   Capital spending in the thirteen weeks ended March 30, 2019 was primarily
        related to $1.5 million in tooling associated with new products and $2.6
        million in enhancements and upgrades to our information systems.


    •   Additionally, during the thirteen weeks ended March 28, 2020 we used $18.1
        million to acquire the remaining 60% of the outstanding equity of Power
        Train Industries, Inc., net of $3.5 million of cash acquired.


    •   The remaining capital spending in both periods resulted from scheduled
        equipment replacements, certain facility improvements and other capital
        projects.

Financing activities provided $92.8 million of cash in the thirteen weeks ended March 28, 2020 and used $10.3 million in the thirteen weeks ended March 30, 2019 as summarized below:



    •   In the thirteen weeks ended March 28, 2020, we drew down on the revolving
        credit facility in the amount of $99.0 million.


    •   In the thirteen weeks ended March 28, 2020, we paid $5.5 million to
        repurchase 91,979 common shares. In the thirteen weeks ended March 30,
        2019, we paid $8.4 million to repurchase 101,000 common shares.


    •   The remaining uses of cash from financing activities in each period result
        from stock compensation plan activity and the repurchase of our common
        stock from our 401(k) Plan.

In light of COVID-19, during the first quarter of fiscal 2020 we temporarily suspended repurchases under the previously disclosed share repurchase program approved by our board of directors. The Company may resume its repurchase program at any time when we believe it is prudent to do so and without further notice.

During the thirteen weeks ended March 28, 2020, we experienced no material changes to our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019.

New and Recently Adopted Accounting Pronouncements

Please refer to Note 16, New and Recently Adopted Accounting Pronouncements, in the Notes to Consolidated Financial Statements.

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