SEC Comment Letter for FOX FACTORY HOLDING CORP (FOXF) (CIK 0001424929) (FOXF) — Jul 25, 2017
FOX FACTORY HOLDING CORP (FOXF) (CIK 0001424929)
Date: July 25, 2017 · CIK: 0001424929 · Accession: 0000000000-17-026095
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 July 25, 2017 Zvi Glasman Chief Financial Officer Fox Factory Holding Corp. 915 Disc Drive Scotts Valley, California 95066
Re: Fox Factory Holding Corp . Form 10-K for the Fiscal Year Ended December 30, 2016 Form 8 -K furnished May 3, 2017 File No. 001 -36040
Dear M r. Glasman:
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments 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 comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 3 0, 2016
Management’s Discussion & Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 42
1. We note your disclosure on page 34 that effective in 2016, you restructured the majority of your international operations to allow for deferral of taxes on indefinitely reinvest ed international earnings. We also note from your disclosure on page 80 of the notes to the financial statements that you had approximately $20.8 million of permanently reinvested unremitted earnings of Fox Switzerland. Please revise your liquidity secti on of MD&A to indicate the amount of cash and cash equivalents held outside the United States. In addition, please revise your liquidity disclosures to address the potential tax implications of repatriation .
Zvi Gl asman Fox Factory Holding Corp . July 25, 2017 Page 2
Form 8 -K furnished May 3, 2017
Exhibit 99. 1
2. We note that your reconciliation of Adjusted EBITDA begins with pre -tax income. Please revise to reconcile the non -GAAP measure Adjusted EBITDA to net income which represents the most comparable GAAP measure. Refer to the guidance outlined in Question 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non -GAAP Financial Measures.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Heather Clark at 202 -551-3624 or Claire Er langer at 202 -551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact me at 202 -551-3379 with any other questions.
Sincerely,
/s/ Melissa Raminpour
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Mail Stop 3561 July 25, 2017 Zvi Glasman Chief Financial Officer Fox Factory Holding Corp. 915 Disc Drive Scotts Valley, California 95066 Re: Fox Factory Holding Corp . Form 10-K for the Fiscal Year Ended December 30, 2016 Form 8 -K furnished May 3, 2017 File No. 001 -36040 Dear M r. Glasman: We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments 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 comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fiscal Year Ended December 3 0, 2016 Management’s Discussion & Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 42 1. We note your disclosure on page 34 that effective in 2016, you restructured the majority of your international operations to allow for deferral of taxes on indefinitely reinvest ed international earnings. We also note from your disclosure on page 80 of the notes to the financial statements that you had approximately $20.8 million of permanently reinvested unremitted earnings of Fox Switzerland. Please revise your liquidity secti on of MD&A to indicate the amount of cash and cash equivalents held outside the United States. In addition, please revise your liquidity disclosures to address the potential tax implications of repatriation . Zvi Gl asman Fox Factory Holding Corp . July 25, 2017 Page 2 Form 8 -K furnished May 3, 2017 Exhibit 99. 1 2. We note that your reconciliation of Adjusted EBITDA begins with pre -tax income. Please revise to reconcile the non -GAAP measure Adjusted EBITDA to net income which represents the most comparable GAAP measure. Refer to the guidance outlined in Question 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non -GAAP Financial Measures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Heather Clark at 202 -551-3624 or Claire Er langer at 202 -551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact me at 202 -551-3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Leis ure