PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201%2E%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, highlighting significant sales growth, increased assets, and a new credit facility [Condensed Consolidated Balance Sheets](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $579.8 million, driven by inventory and equipment, while liabilities rose to $195.6 million due to a new credit facility Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 28, 2019 | December 28, 2018 | | :--- | :--- | :--- | | **Total current assets** | $289,506 | $231,947 | | Inventory | $136,005 | $107,140 | | Property, plant and equipment, net | $95,097 | $64,788 | | **Total assets** | **$579,773** | **$485,254** | | **Total current liabilities** | $106,024 | $96,785 | | Line of credit | $77,553 | $— | | Long-term debt, less current portion | $— | $52,503 | | **Total liabilities** | **$195,571** | **$149,767** | | **Total stockholders' equity** | **$369,180** | **$321,205** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income) The company reported strong year-over-year growth in sales and net income for both the three and six-month periods, with Q2 sales up 22.5% to $192.1 million Statement of Income Highlights (in thousands, except per share data) | Metric | Q2 2019 | Q2 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Sales | $192,122 | $156,825 | $353,822 | $286,617 | | Gross Profit | $62,220 | $52,413 | $113,277 | $94,056 | | Income from Operations | $29,471 | $24,275 | $51,290 | $40,226 | | Net Income Attributable to FOX | $22,921 | $18,369 | $41,024 | $39,593 | | Diluted EPS | $0.59 | $0.47 | $1.05 | $1.02 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to $20.4 million, while investing activities increased to $23.2 million, and financing activities provided $13.7 million due to a new credit facility Cash Flow Summary (in thousands) | Activity | Six Months Ended June 28, 2019 | Six Months Ended June 29, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $20,424 | $32,855 | | Net cash used in investing activities | ($23,181) | ($9,046) | | Net cash provided by (used in) financing activities | $13,693 | ($36,853) | | **Change in Cash and Cash Equivalents** | **$11,063** | **($13,261)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the adoption of new lease accounting, revenue growth drivers, the RideTech acquisition, a new $250 million revolving credit facility, and ongoing patent litigation - The company designs and manufactures performance-defining products for bicycles, side-by-side vehicles, on-road and off-road vehicles, and other specialty vehicles, supplying both OEMs and the aftermarket[24](index=24&type=chunk) Sales by Product Category (in thousands) | Product Category | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | | Powered Vehicles | $211,954 | $154,381 | | Specialty Sports | $141,868 | $132,236 | | **Total sales** | **$353,822** | **$286,617** | - In June 2019, the company entered into a new credit facility with Bank of America, providing a **$250 million** senior secured revolving line of credit maturing in 2024, replacing the former credit facility[62](index=62&type=chunk) - On May 3, 2019, the company acquired substantially all assets of RideTech for approximately **$14.0 million**, consisting of **$6.8 million** in cash and **$7.2 million** in newly issued common stock[94](index=94&type=chunk)[261](index=261&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2019 sales growth of 22.5%, gross margin decline, liquidity, and a new $250 million credit facility supporting a major facility expansion [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Q2 2019 sales increased 22.5% driven by Powered Vehicle products, while gross margin declined to 32.4% due to product mix and inefficiencies, and six-month net income growth was impacted by a prior-year tax benefit Sales Comparison - Three Months Ended | (in millions) | Q2 2019 | Q2 2018 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Powered Vehicle products | $115.2 | $82.2 | $33.0 | 40.1% | | Specialty Sports products | $76.9 | $74.6 | $2.3 | 3.1% | | **Total sales** | **$192.1** | **$156.8** | **$35.3** | **22.5%** | - Q2 2019 gross margin decreased by **100 basis points** to **32.4%** primarily due to a change in customer/product mix and supply chain/manufacturing inefficiencies from higher than anticipated demand[111](index=111&type=chunk) Sales Comparison - Six Months Ended | (in millions) | YTD 2019 | YTD 2018 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Powered Vehicle products | $212.0 | $154.4 | $57.6 | 37.3% | | Specialty Sports products | $141.8 | $132.2 | $9.6 | 7.3% | | **Total sales** | **$353.8** | **$286.6** | **$67.2** | **23.4%** | - The effective tax rate for the six months ended June 29, 2018 included a **$9.8 million** one-time benefit from the favorable conclusion of a 2015 IRS audit, significantly impacting year-over-year net income comparison[132](index=132&type=chunk)[133](index=133&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Cash needs include working capital, capital expenditures, and acquisitions, with operating activities providing $20.4 million and a new $250 million credit facility enhancing liquidity for a planned $50 million facility expansion - Net cash from operating activities decreased to **$20.4 million** in the first six months of 2019 from **$32.9 million** in the prior year, mainly due to increased investment in inventory and accounts receivable to support sales growth[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - In June 2019, the company entered into a new **$250 million** revolving credit facility with Bank of America, maturing in 2024, which replaced its previous credit agreement[147](index=147&type=chunk) - The company plans to invest up to **$50.0 million** in capital expenditures for a new headquarters and manufacturing facility in Hall County, Georgia, with the first phase expected to be completed in mid-2020[149](index=149&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures have occurred since the fiscal year ended December 28, 2018 - There have been no material changes to the disclosures regarding market risk since the fiscal year ended December 28, 2018[152](index=152&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 28, 2019, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation as of June 28, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level[155](index=155&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[156](index=156&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=36&type=section&id=Item%201%2E%20Legal%20Proceedings) The company is engaged in ongoing patent infringement litigation with SRAM Corporation, vigorously defending itself against claims it believes are without merit, with no estimable loss recorded - The company is engaged in patent infringement lawsuits with SRAM Corporation, with both parties having filed suits against each other[159](index=159&type=chunk)[160](index=160&type=chunk) - The company believes the lawsuits filed by SRAM are without merit and is vigorously defending itself, with no financial provision made due to the inability to predict the outcome or estimate a range of possible losses[161](index=161&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A%2E%20Risk%20Factors) The company faces risks including intense competition, reliance on consumer spending and key OEM customers, manufacturing disruptions, single-source suppliers, currency fluctuations, trade tariffs, and intellectual property disputes - The company faces intense competition and must continuously innovate to respond to consumer needs and maintain its market position with OEMs[164](index=164&type=chunk)[167](index=167&type=chunk) - A small number of OEM customers account for a substantial portion of sales (**32%** in 2018 from the top five), making the company vulnerable to the loss of any of these customers[188](index=188&type=chunk) - The business is exposed to risks from international operations, including currency fluctuations, tariffs, and supply chain disruptions, with U.S. policies on global trade and tariffs potentially materially affecting results[189](index=189&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - The company depends on a limited number of suppliers, including a sole-source supplier (Miyaki Corporation for Kashima coating), and the loss of any key supplier could harm the business[231](index=231&type=chunk)[233](index=233&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **33,605** shares for tax obligations and issued **98,281** unregistered shares valued at **$7.2 million** for the RideTech acquisition - On May 3, 2019, the Company issued **98,281** unregistered shares of common stock valued at **$7.2 million** as part of the acquisition of RideTech, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act[261](index=261&type=chunk) - The company acquired **33,605** shares from holders of restricted stock unit awards to satisfy tax withholding obligations during the quarter[260](index=260&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=Item%203%2E%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None[262](index=262&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204%2E%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[263](index=263&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205%2E%20Other%20Information) No other material information is reported in this section - None[264](index=264&type=chunk) [Item 6. Exhibits](index=56&type=section&id=Item%206%2E%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including credit agreements and required certifications - Lists exhibits filed with the report, including the new Credit Agreement with Bank of America and certifications from the CEO and CFO[266](index=266&type=chunk)

食物 ( 1981) 2006 2000 19 19 19 19 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 18 16 16 16 16 16 16 1 WILLIAM BLAIR 39TH ANNUAL GROWTH STOCK CONFERENCE – JUNE 2019 SAFE HARBOR STATEMENT This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. This presentation contains forward-looking statements within the meaning of the federal securities ...

Fox Factory Holding Corp (NASDAQ:FOXF) Q1 2019 Earnings Conference Call May 1, 2019 4:30 PM ET Company Participants David Haugen - General Counsel Larry Enterline - CEO Mike Dennison - President, Powered Vehicles Group Chris Tutton - President, Specialty Sports Group Zvi Glasman - CFO and Treasurer Conference Call Participants Scott Stember - CL King Larry Solow - CJS Securities Mike Swartz - SunTrust Robinson Humphrey Craig Kennison - Robert W. Baird and Co. Rafe Jadrosich - Bank of America Merrill Lynch B ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, including income, balance sheet, and cash flow, along with management's analysis and disclosures on market risk and controls [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) For Q1 2019, Fox Factory reported a 24.6% sales increase to $161.7 million, with gross profit up but net income down due to a prior-year tax benefit Condensed Consolidated Statements of Income (Q1 2019 vs Q1 2018) | Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales | $161,700 | $129,792 | 24.6% | | Gross Profit | $51,057 | $41,644 | 22.6% | | Income from Operations | $21,819 | $15,952 | 36.8% | | Net Income | $18,402 | $21,450 | (14.2)% | | Diluted EPS | $0.46 | $0.55 | (16.4)% | Condensed Consolidated Balance Sheets | Metric | March 29, 2019 (in thousands) | Dec 28, 2018 (in thousands) | | :--- | :--- | :--- | | Total Current Assets | $271,183 | $231,947 | | Total Assets | $542,312 | $485,254 | | Total Current Liabilities | $113,696 | $96,785 | | Total Liabilities | $188,310 | $149,767 | | Total Stockholders' Equity | $339,421 | $321,205 | Condensed Consolidated Statements of Cash Flows (Q1 2019 vs Q1 2018) | Activity | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $8,745 | $10,965 | | Net cash used in investing activities | ($7,297) | ($3,975) | | Net cash provided by (used in) financing activities | $8,958 | ($20,878) | | Change in Cash and Cash Equivalents | $10,330 | ($13,714) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including a new lease standard adoption, revenue analysis, ongoing patent litigation, and a significant prior-year tax benefit - The company designs and manufactures performance products for bicycles, side-by-side vehicles, on-road vehicles with off-road capabilities, and other specialty vehicles, supplying both original equipment manufacturers (OEMs) and the aftermarket[21](index=21&type=chunk) Sales by Product Category (Q1 2019 vs Q1 2018) | Product Category | Q1 2019 Sales (in thousands) | Q1 2018 Sales (in thousands) | Growth (%) | | :--- | :--- | :--- | :--- | | Powered Vehicles | $96,708 | $72,133 | 34.1% | | Specialty Sports | $64,992 | $57,659 | 12.7% | | **Total Sales** | **$161,700** | **$129,792** | **24.6%** | - The company adopted the new lease accounting standard ASU 2016-02 in Q1 2019, resulting in the recognition of **$13.6 million** in operating lease right-of-use assets and **$13.9 million** in operating lease liabilities on the balance sheet[40](index=40&type=chunk) - The company is engaged in patent infringement lawsuits with SRAM Corporation, both as a defendant and a plaintiff, believing the lawsuits against it are without merit and unable to predict the outcome or a range of possible losses[64](index=64&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - The Q1 2018 effective tax rate included a one-time benefit of **$9.8 million** from the favorable conclusion of a 2015 U.S. IRS audit regarding the deductibility of amortization and depreciation[81](index=81&type=chunk)[111](index=111&type=chunk) - On April 29, 2019, the Company entered into a definitive agreement to acquire substantially all assets of Air Ride Technologies, Inc. (dba RideTech) for approximately **$14 million**[87](index=87&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2019 sales growth to strong demand, while gross margin declined due to product mix and inefficiencies, and net income decreased due to a non-recurring tax benefit Sales Growth Analysis (Q1 2019 vs Q1 2018) | Product Category | Change ($ millions) | Change (%) | Key Driver | | :--- | :--- | :--- | :--- | | Powered Vehicle products | +$24.6 | 34.1% | Continued high demand for on and off-road suspension products and higher OEM sales | | Specialty Sports products | +$7.3 | 12.7% | Primarily driven by higher OEM sales | | **Total Sales** | **+$31.9** | **24.6%** | | - Gross margin decreased by **50 basis points** to **31.6%** due to a change in customer/product mix, supply chain inefficiencies from higher-than-expected demand, and costs from relocating aftermarket bike operations[103](index=103&type=chunk) - Operating expenses decreased as a percentage of sales to **18.0%** from **19.8%**, indicating operating leverage on higher sales volume, despite a dollar increase from investments in R&D and higher patent litigation expenses[104](index=104&type=chunk) - Net cash from operating activities decreased to **$8.7 million** from **$11.0 million** year-over-year, primarily due to a **$17.0 million** increase in inventory and a **$4.9 million** increase in accounts receivable to support sales growth[116](index=116&type=chunk)[117](index=117&type=chunk) - The company's Second Amended and Restated Credit Facility provides a **$100 million** revolving line of credit and matures in May 2021, with **$82.0 million** available for borrowing as of March 29, 2019[123](index=123&type=chunk)[62](index=62&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes to its market risk disclosures since the 2018 Annual Report on Form 10-K - There have been no material changes to the disclosures regarding market risk since the company's 2018 Annual Report on Form 10-K[128](index=128&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 29, 2019, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 29, 2019[131](index=131&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[132](index=132&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing patent infringement litigation with SRAM Corporation, defending against two lawsuits while also filing two against SRAM, believing the claims against it are without merit - The company's subsidiary, RFE Canada, is defending against two patent infringement lawsuits filed by SRAM Corporation[135](index=135&type=chunk) - The company has filed its own lawsuits against SRAM, alleging infringement of four separate company-owned patents[136](index=136&type=chunk) - Management believes the lawsuits against the company are without merit but cannot predict the outcome or a range of reasonably possible losses[137](index=137&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks including dependence on innovation, intense competition, economic sensitivity, reliance on key customers and suppliers, international operations, and potential product liability - The company's growth depends on its ability to continuously develop innovative products and enhance existing ones to meet consumer demand and compete effectively[140](index=140&type=chunk) - A small number of OEM customers account for a substantial portion of sales, with the top five representing approximately **32% of sales** in fiscal 2018, making the loss of any a material adverse impact[164](index=164&type=chunk) - The company depends on a limited number of suppliers, including a sole-source supplier (Miyaki Corporation) for the proprietary Kashima coating, a key feature of its high-performance products[207](index=207&type=chunk)[209](index=209&type=chunk) - Risks from international operations include currency exchange rate fluctuations, changes in trade policies and tariffs, and difficulties in managing a global supply chain and manufacturing footprint[168](index=168&type=chunk)[169](index=169&type=chunk) - The company faces risks from product recalls and liability claims, which could result in significant costs and damage to its brand image, having conducted voluntary recalls in the past[178](index=178&type=chunk)[179](index=179&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2019, the company repurchased 30,507 shares of common stock at a weighted average price of $63.43 per share to satisfy tax withholding obligations for restricted stock unit awards Common Stock Repurchases (Q1 2019) | Period | Total Shares Purchased | Weighted Average Price Paid per Share | | :--- | :--- | :--- | | 12/29/18 - 2/1/19 | — | $— | | 2/2/19 - 3/1/19 | 30,507 | $63.43 | | 3/2/19 - 3/29/19 | — | $— | | **Total** | **30,507** | **$63.43** | - The shares were acquired from holders of restricted stock unit awards to satisfy tax withholding obligations[236](index=236&type=chunk) [Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amendments to employment agreements and certifications by the Principal Executive Officer and Principal Financial Officer - Filed exhibits include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[241](index=241&type=chunk) - Amendments to employment agreements for Tom Wittenschlaeger and Bill Katherman were filed[241](index=241&type=chunk)

Fox Factory Holding Corp (NASDAQ:FOXF) Q4 2018 Earnings Conference Call February 26, 2019 4:30 PM ET Company Participants David Haugen - General Counsel Larry Enterline - CEO Mike Dennison - President of Powered Vehicles Group Chris Tutton - President of Specialty Sports Group Zvi Glasman - CFO and Treasurer Conference Call Participants Larry Solow - CJS Securities Craig Kennison - Robert W. Baird Brennan Matthews - Berenberg Ryan Sundby - William Blair Jim Duffy - Stifel Rafe Jadrosich - Bank of America Me ...

PART I [Business](index=7&type=section&id=Item%201.%20Business) Fox Factory Holding Corp. designs and markets performance products for bicycles and powered vehicles, utilizing a dual-channel strategy and focusing on innovation - The company designs, engineers, manufactures, and markets performance-defining products for bikes, side-by-side vehicles, on-road and off-road vehicles, ATVs, snowmobiles, and motorcycles[13](index=13&type=chunk) - The company's growth strategy focuses on developing innovative products, expanding into new markets (e.g., military, RVs), opportunistically acquiring complementary businesses, increasing aftermarket penetration, and accelerating international growth[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) Sales by Product Category (2016-2018) | Product Category | 2018 Sales % | 2017 Sales % | 2016 Sales % | | :--- | :--- | :--- | :--- | | Powered Vehicles | 54% | 48% | 44% | | Specialty Sports (Bike) | 46% | 52% | 56% | Sales by Channel and Customer Concentration (2018) | Metric | Value | Year | | :--- | :--- | :--- | | Sales to OEMs | 60% | 2018 | | Sales to Aftermarket | 40% | 2018 | | Sales to 10 Largest OEMs | ~43% | 2018 | - The company relocated its corporate headquarters to Braselton, Georgia in **2018** and purchased a 23-acre site in Hall County, Georgia for a new manufacturing facility expected to be completed in early **2020** to support the Powered Vehicles Group[66](index=66&type=chunk) - Firm backlog orders increased to **$72.9 million** as of December 28, 2018, up from **$45.6 million** at the end of 2017, driven by business growth and changes in order placement seasonality[67](index=67&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, operational, market, financial, and legal risks, including competition, supply chain, and currency fluctuations - Business and Operational Risks: The company faces risks from its inability to innovate, intense competition, disruptions in facility operations (including the move to Taiwan and expansion in Georgia), reliance on key management, and dependence on OEM customers and aftermarket dealers[83](index=83&type=chunk)[86](index=86&type=chunk)[95](index=95&type=chunk) - Market and Economic Risks: The business is sensitive to economic conditions impacting discretionary consumer spending. A significant portion of sales (**46% in 2018**) depends on the high-end bike market. The company is also exposed to risks from US trade policies and tariffs, which could impact supply chain costs and sales[87](index=87&type=chunk)[92](index=92&type=chunk)[114](index=114&type=chunk) - Financial and Tax Risks: The company is exposed to currency exchange rate fluctuations (USD, NTD, CAD). The Second Amended and Restated Credit Facility imposes operating restrictions and default risks. Unanticipated changes in tax laws, such as the **2017 TCJA**, could affect financial performance[108](index=108&type=chunk)[125](index=125&type=chunk)[134](index=134&type=chunk) - Product and Legal Risks: The company is subject to risks from product recalls, warranty claims, and product liability litigation. It also faces potential intellectual property disputes that could be costly or prohibit the sale of products[116](index=116&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - Supply Chain Risks: The company depends on a limited number of suppliers for certain components, including a sole-source supplier (Miyaki Corporation for Kashima coating), making it vulnerable to supply disruptions[152](index=152&type=chunk)[155](index=155&type=chunk) [Unresolved Staff Comments](index=32&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[186](index=186&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) As of December 28, 2018, the company occupied approximately 846,502 square feet of facility space worldwide, with most in the United States Facility Space as of Dec 28, 2018 (Square Feet) | Type | United States | Other Countries | Total | | :--- | :--- | :--- | :--- | | Leased facilities | 412,691 | 200,052 | 612,743 | | Owned facilities | 233,759 | — | 233,759 | | **Total** | **646,450** | **200,052** | **846,502** | - Key operations are located in California, Michigan, Indiana, Taiwan, and Canada, with sales and service offices in the U.S. and Europe[188](index=188&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ongoing patent infringement litigation with SRAM Corporation, with both parties filing lawsuits and countersuits - SRAM Corporation filed two lawsuits against the company's subsidiary RFE Canada, alleging patent infringement of U.S. Patent numbers **9,182,027** and **9,291,250**[190](index=190&type=chunk) - The company filed two lawsuits against SRAM, alleging infringement of U.S. Patent numbers **6,135,434**, **6,557,674**, **8,226,172**, and **8,974,009**[191](index=191&type=chunk) - Due to the uncertainties of litigation, the company cannot predict the outcome or a range of reasonably possible losses, and no amounts have been recorded in the financial statements for these matters[192](index=192&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[194](index=194&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ, and it has not paid cash dividends, instead repurchasing shares for tax obligations - The company's common stock is listed on the **NASDAQ Global Select Market** under the symbol '**FOXF**'[196](index=196&type=chunk) Quarterly Stock Price Range (2018) | Quarter Ended | High ($) | Low ($) | | :--- | :--- | :--- | | March 30, 2018 | 40.20 | 34.35 | | June 29, 2018 | 47.40 | 33.25 | | September 28, 2018 | 72.10 | 47.75 | | December 28, 2018 | 75.17 | 50.66 | - The company did not declare or pay any dividends in **2018** and **2017**. Future dividend decisions are at the discretion of the Board of Directors and are limited by covenants in the company's credit facility[200](index=200&type=chunk) - In the three months ended December 28, 2018, the company repurchased **1,258 shares** at a weighted average price of **$58.53 per share**, primarily to satisfy tax withholding obligations for employee equity awards[206](index=206&type=chunk) [Selected Financial Data](index=36&type=section&id=Item%206.%20Selected%20Financial%20Data) This section presents selected consolidated financial data for the last five fiscal years, showing consistent growth in sales and net income Selected Consolidated Statement of Income Data (in thousands) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Sales | $619,225 | $475,633 | $403,077 | | Gross profit | $205,496 | $154,490 | $126,388 | | Income from operations | $94,532 | $67,041 | $45,541 | | Net income attributable to FOX stockholders | $84,040 | $43,128 | $35,675 | | Diluted EPS | $2.16 | $1.11 | $0.94 | Selected Consolidated Balance Sheet Data (in thousands) | Metric | As of Dec 28, 2018 | As of Dec 29, 2017 | | :--- | :--- | :--- | | Cash and cash equivalents | $27,958 | $35,947 | | Working capital | $135,162 | $116,702 | | Total assets | $485,254 | $428,286 | | Total debt, including current portion | $59,426 | $98,643 | | Total stockholders' equity | $321,205 | $234,835 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting strong sales growth, improved margins, liquidity, and critical accounting policies [Results of Operations](index=42&type=section&id=Results%20of%20Operations) In fiscal 2018, sales grew 30.2% to $619.2 million, driven by strong product segment growth and improved gross margin, while net income more than doubled due to a lower tax rate Financial Performance Comparison: 2018 vs. 2017 (in millions) | Metric | 2018 | 2017 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales | $619.2 | $475.6 | $143.6 | 30.2% | | Gross Profit | $205.5 | $154.5 | $51.0 | 33.0% | | Income from Operations | $94.5 | $67.0 | $27.5 | 41.0% | | Net Income | $85.4 | $43.2 | $42.2 | 97.7% | - The **2018** sales increase was driven by **46.5% growth** in Powered Vehicle products and **14.9% growth** in Specialty Sports products, with the Powered Vehicle growth benefiting from the inclusion of the Tuscany acquisition[247](index=247&type=chunk) - Gross margin increased to **33.2%** in **2018** from **32.5%** in **2017**, primarily due to increased operating leverage on higher sales volume and improved manufacturing efficiencies[249](index=249&type=chunk) - The effective tax rate dropped to **6.1%** in **2018** from **32.8%** in **2017**. The decrease was mainly due to the lower U.S. corporate tax rate, a **$9.8 million benefit** from resolving an uncertain tax position, and the non-recurrence of one-time TCJA transition expenses from 2017[254](index=254&type=chunk)[255](index=255&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from operations and its credit facility, with net cash from operations at $65.4 million in 2018 and reduced total debt Summary of Cash Flows (in thousands) | Activity | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $65,392 | $48,172 | $38,845 | | Net cash used in investing activities | $(30,203) | $(70,456) | $(12,222) | | Net cash (used in) provided by financing activities | $(43,431) | $22,007 | $1,830 | - As of December 28, 2018, the company had **$59.4 million** of total debt outstanding and **$95.0 million** available for borrowing under its Second Amended and Restated Credit Facility, which matures in May 2021[287](index=287&type=chunk)[470](index=470&type=chunk) Contractual Obligations as of Dec 28, 2018 (in thousands) | Obligation Type | Total | Less than 1 year | 1-3 years | 4-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term borrowings | $59,687 | $7,031 | $52,656 | $— | $— | | Operating lease obligations | $19,233 | $5,781 | $8,591 | $2,784 | $2,077 | | Purchase obligations and other | $3,016 | $3,016 | $— | $— | $— | | **Total** | **$81,936** | **$15,828** | **$61,247** | **$2,784** | **$2,077** | [Critical Accounting Policies and Estimates](index=51&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management identifies critical accounting policies requiring significant estimates, including revenue recognition, goodwill impairment, income taxes, and warranty reserves - Key critical accounting policies involve significant management estimates and judgments[293](index=293&type=chunk) - Revenue Recognition: Involves estimating provisions for discounts, rebates, and returns. The adoption of **ASC 606** in **2018** required deferral of revenue for certain material rights provided to customers[295](index=295&type=chunk) - Goodwill and Intangible Assets: Goodwill is tested for impairment annually at the reporting unit level. The **2018** test resulted in no impairment[299](index=299&type=chunk)[300](index=300&type=chunk) - Income Taxes: Requires assessing the realizability of deferred tax assets and establishing valuation allowances. The **TCJA** significantly impacted this area, leading to a **$6.0 million** valuation allowance against foreign tax credits in **2017**. In **2018**, a favorable IRS closing agreement resolved uncertainty around prior acquisition-related deductions, resulting in a **$9.8 million tax benefit**[305](index=305&type=chunk)[310](index=310&type=chunk) - Warranty: The company accrues for estimated warranty costs based on historical product failure rates and costs. The warranty liability was **$6.4 million** as of December 28, 2018[303](index=303&type=chunk)[463](index=463&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rate fluctuations on variable-rate debt, foreign currency exchange rates, and trade receivable credit risk - Interest Rate Risk: The company is exposed to interest rate risk on its **$59.4 million** of variable-rate debt. A hypothetical **100 basis point (1%)** increase in interest rates would have changed **2018** interest expense by approximately **$0.6 million**[329](index=329&type=chunk) - Exchange Rate Risk: The company has exposure to fluctuations in the Euro, New Taiwanese Dollar, and Canadian Dollar. Most sales are denominated in U.S. Dollars, but a growing portion of activities are in foreign currencies[330](index=330&type=chunk) - Credit Risk: Risk is concentrated in trade receivables from a number of significant customers. The company manages this by performing ongoing credit evaluations[331](index=331&type=chunk) [Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section indicates that the company's audited consolidated financial statements and the independent auditor's report are included in Part IV - The company's financial statements and the report of the independent registered public accounting firm are included in Part IV of this Annual Report on Form 10-K[333](index=333&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on any accounting principles or financial disclosure matters - None[334](index=334&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 28, 2018 - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 28, 2018[336](index=336&type=chunk) - Management concluded that its internal control over financial reporting was effective as of December 28, 2018, based on the **COSO 2013 framework**[366](index=366&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of 2018 that materially affected, or are reasonably likely to materially affect, these controls[339](index=339&type=chunk) [Other Information](index=57&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[341](index=341&type=chunk) PART III [Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Certain Relationships](index=58&type=section&id=Items%2010-14) Information for Items 10 through 14 is incorporated by reference from the company's Definitive Proxy Statement for the 2019 Annual Meeting - Information for Items **10**, **11**, **12**, **13**, and **14** is incorporated by reference from the registrant's Definitive Proxy Statement for the **2019** Annual Meeting of Stockholders[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=59&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section contains the company's consolidated financial statements for fiscal years 2016-2018, along with management's and auditor's reports [Consolidated Financial Statements](index=69&type=section&id=Consolidated%20Financial%20Statements) The audited consolidated financial statements present the company's financial position and results for the three years ended December 28, 2018, with an unqualified opinion Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 28, 2018 | Dec 29, 2017 | | :--- | :--- | :--- | | Total Current Assets | $231,947 | $199,903 | | Total Assets | $485,254 | $425,241 | | Total Current Liabilities | $96,785 | $83,201 | | Total Liabilities | $149,767 | $177,451 | | Total Stockholders' Equity | $321,205 | $234,835 | Consolidated Income Statement Highlights (in thousands) | Account | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Sales | $619,225 | $475,633 | $403,077 | | Gross Profit | $205,496 | $154,490 | $126,388 | | Income from Operations | $94,532 | $67,041 | $45,541 | | Net Income Attributable to Fox Stockholders | $84,040 | $43,128 | $35,675 | [Notes to Consolidated Financial Statements](index=77&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, including revenue recognition, debt, goodwill, income taxes, and the Tuscany acquisition - The company adopted **ASC 606** (Revenue from Contracts with Customers) in fiscal **2018**, resulting in a cumulative effect adjustment of **$0.3 million** net of taxes to retained earnings[321](index=321&type=chunk) Sales by Product Category (in thousands) | Category | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Power Vehicle Group | $337,284 | $230,255 | $176,391 | | Specialty Sports Group | $281,941 | $245,378 | $226,686 | - As of Dec 28, 2018, the company had **$59.7 million** in long-term borrowings under its Second Amended and Restated Credit Facility, with **$95 million** of available borrowing capacity[468](index=468&type=chunk)[470](index=470&type=chunk) - In **2018**, the company finalized the purchase price allocation for the Tuscany acquisition, resulting in goodwill of **$30.4 million** and identifiable intangible assets of **$35.1 million**[538](index=538&type=chunk)[541](index=541&type=chunk) - The effective tax rate for **2018** was **6.1%**, significantly lower than the **21%** federal statutory rate, primarily due to a **$9.8 million benefit** from the resolution of an uncertain tax position, excess stock-based compensation deductions, and foreign derived income benefits[256](index=256&type=chunk)[507](index=507&type=chunk)