SEC Comment Letter for FOX FACTORY HOLDING CORP (FOXF) (CIK 0001424929) (FOXF) — Jul 7, 2016
FOX FACTORY HOLDING CORP (FOXF) (CIK 0001424929)
Date: July 7, 2016 · CIK: 0001424929 · Accession: 0000000000-16-083425
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Reasoning
Letter
Mail Stop 3561 July 7, 2016 Zvi Glasman Chief Financial Officer Fox Factory Holding Corp. 915 Disc Drive Scotts Valley, CA 95066
Re: Fox Factory Holding Corp. Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 29, 2016 File No. 001 -36040
Dear Mr. Glasman :
We have reviewed your filing an d have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances , please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Notes to Consolidated Financial Statements
Note 1 5. Acquisitions, page 77
1. We note from your disclosure on page 78 that in connection with the December 2014 Race Face/Easton acquisition, you paid approximately $29,857 and have a potential earn - out opportunity of up to a maximum of approximately $14,063 contingent upon continued employment and the achievement of certain per formance -based financial targets through October 2016. We also note that in November 2015, you entered into an agreement which guaranteed the earn -out payments payable in 2016 and 2017, subject to conditions including continued employment. In light of th e continued employment contingencies, please explain to us how you accounted for this potential earn -out liability at the time of the acquisition in December 2014, as well as at the time of the amended agreement in November 2015.
Zvi Glasman Fox Factory Holding Corp. July 7, 2016 Page 2
We urge all persons wh o are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the company acknowledging tha t:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Melissa Gilmore at (202) 551 -3777 or Claire Erlanger at (202) 551 - 3301 with any questions.
Sincerely,
/s/ Lyn Shenk for
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Mail Stop 3561 July 7, 2016 Zvi Glasman Chief Financial Officer Fox Factory Holding Corp. 915 Disc Drive Scotts Valley, CA 95066 Re: Fox Factory Holding Corp. Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 29, 2016 File No. 001 -36040 Dear Mr. Glasman : We have reviewed your filing an d have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances , please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Notes to Consolidated Financial Statements Note 1 5. Acquisitions, page 77 1. We note from your disclosure on page 78 that in connection with the December 2014 Race Face/Easton acquisition, you paid approximately $29,857 and have a potential earn - out opportunity of up to a maximum of approximately $14,063 contingent upon continued employment and the achievement of certain per formance -based financial targets through October 2016. We also note that in November 2015, you entered into an agreement which guaranteed the earn -out payments payable in 2016 and 2017, subject to conditions including continued employment. In light of th e continued employment contingencies, please explain to us how you accounted for this potential earn -out liability at the time of the acquisition in December 2014, as well as at the time of the amended agreement in November 2015. Zvi Glasman Fox Factory Holding Corp. July 7, 2016 Page 2 We urge all persons wh o are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment, please provide a written statement from the company acknowledging tha t: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Melissa Gilmore at (202) 551 -3777 or Claire Erlanger at (202) 551 - 3301 with any questions. Sincerely, /s/ Lyn Shenk for Andrew Mew Senior Assistant Chief Accountant Office of Transportation and Leisure