FOX FACTORY HOLDING CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 30, 2016
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 001-36040
Fox Factory Holding Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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26-1647258
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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915 Disc Drive
Scotts Valley, CA
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95066
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(Address of Principal Executive Offices)
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(Zip Code)
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(831) 274-6500
(Registrant’s Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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Based upon the closing price of the registrant's common stock on the NASDAQ Global Select Market on
July 1, 2016
(the last business day of the registrant’s most recently completed second fiscal quarter) the approximate aggregate market value of the common stock held by non-affiliates of the registrant was approximately $
363,851,000
. As of
February 23, 2017
, there were
37,210,918
shares of the Registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the
2017
Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements, which are subject to the “safe harbor” created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our SEC filings, press releases, news articles, earnings presentations and when we are speaking on behalf of the Company. Forward-looking statements generally relate to future events or our future financial or operating performance which involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report on Form 10-K are subject to numerous risks and uncertainties, including but not limited to risks related to:
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our ability to develop new and innovative products in our current end-markets;
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our ability to leverage our technologies and brand to expand into new categories and end-markets;
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our ability to increase our aftermarket penetration;
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our ability to accelerate international growth;
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our ability to improve operating and supply chain efficiencies;
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our future financial performance, including our sales, cost of sales, gross profit or gross margins, operating expenses, ability to generate positive cash flow and ability to maintain our profitability;
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our ability to maintain our premium brand image and high-performance products;
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our ability to maintain relationships with the professional athletes and race teams we sponsor;
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our transition of the majority of our mountain bike manufacturing operations to Taiwan and our expectations related to such transition;
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our ability to selectively add additional dealers and distributors in certain geographic markets;
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the growth of the markets in which we compete, our expectations regarding consumer preferences and our ability to respond to changes in consumer preferences;
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changes in demand for high-end suspension and ride dynamics products;
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our ability to successfully identify, evaluate and manage potential acquisitions and to benefit from such acquisitions;
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the outcome of pending litigation;
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changes in the relative proportion of profit earned in the numerous jurisdictions in which we do business and in tax legislation, case law and other authoritative guidance in those jurisdictions; and
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future economic or market conditions.
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You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects and the outcomes of any of the events described in any forward-looking statements are subject to risks, uncertainties, and other factors. In addition to the risks, uncertainties and other factors discussed above and elsewhere in this Annual Report on Form 10-K, the risks, uncertainties and other factors expressed or implied discussed in Item 1A, "Risk Factors" of Part I of this Annual Report on Form 10-K could cause or contribute to actual results differing materially from those set forth in any forward-looking statement. Moreover, we operate in a very competitive and challenging environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur. Actual results, events, or circumstances could differ materially from those contemplated by, set forth in, or underlying any forward-looking statements. For all of these forward-looking statements we claim the protection of the safe harbor for forward-looking statements in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
Fox Factory Holding Corp.
FORM 10-K
Table of Contents
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Page
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PART I.
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Item 1
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Business
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Item 1A
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Risk Factors
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Item 1B
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Unresolved Staff Comments
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Item 2
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Properties
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Item 3
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Legal Proceedings
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Item 4
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Mine Safety Disclosures
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PART II.
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Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6
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Selected Financial Data
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Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8
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Financial Statements and Supplementary Data
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A
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Controls and Procedures
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Item 9B
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Other Information
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PART III.
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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Item 14
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Principal Accountant Fees and Services
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PART IV.
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Item 15
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Exhibits, Financial Statement Schedules
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Signatures
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Financial Statements
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Management’s Report on Internal Control Over Financial Reporting
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Report of Independent Registered Public Accounting Firm
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Consolidated Balance Sheets as of December 30, 2016 and December 31, 2015
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Consolidated Statements of Income for the years ended December 30, 2016, December 31, 2015 and December 31, 2014
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Consolidated Statements of Comprehensive Income for the years ended December 30, 2016, December 31, 2015 and December 31, 2014
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Consolidated Statements of Stockholders' Equity for the years ended December 30, 2016, December 31, 2015 and December 31, 2014
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Consolidated Statements of Cash Flows for the years ended December 30, 2016, December 31, 2015 and December 31, 2014
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Notes to
Consolidated Financial Statements
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Our company, Fox Factory Holding Corp., designs, engineers, manufactures and markets performance ride dynamics products for customers world-wide. Fox Factory Holding Corp. is the holding company of Fox Factory, Inc. As used herein, "Fox Factory," "FOX," the "Company," "we," "our," and similar terms refer to Fox Factory Holding Corp. and its subsidiaries, unless the context indicates otherwise. Our premium brand ride dynamics products, are used primarily on bicycles ("bikes"), side-by-side vehicles ("Side-by-Sides"), on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles, or ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. We define ride dynamics as the interplay between the rider, the vehicle and the terrain, and we offer unique solutions to improve performance and control. Some of our products are specifically designed and marketed to some of the leading action sports original equipment manufacturers ("OEMs"), while others are distributed directly to consumers through a global network of dealers and distributors.
Fox Factory, Inc., our operating subsidiary, was incorporated in California in 1978. Fox Factory Holding Corp. was incorporated in Delaware on December 28, 2007. Compass Group Diversified Holdings LLC, ("Compass") purchased a controlling interest in Fox Factory Holding Corp. on January 4, 2008. As of
December 30, 2016
, Compass beneficially owned approximately
13.8%
of our outstanding common stock.
In August 2013, we completed an initial public offering ("IPO") of our common stock. Our common stock is traded on the NASDAQ Global Select Market (the "NASDAQ") under the symbol "FOXF."
Description of our business
We are a designer, manufacturer and marketer of performance ride dynamics products used primarily on bicycles, Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles, or ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. We believe our products offer innovative design, performance, durability and reliability. Our brand is associated with high-performance and technologically advanced products, by which we generally mean products that provide users with improved control and a smoother ride while riding over rough terrain in varied environments. We believe that the performance of our products has been demonstrated by, and our brand benefits from, the success of professional athletes who use our products in elite competitive events, such as the Union Cycliste Internationale Mountain Bike World Cup and the X Games. We believe the exposure our products receive when used by successful professional athletes positively influences the purchasing habits of enthusiasts and other consumers seeking high-performance products. We believe that our strategic focus on the performance and racing segments in our markets influences many aspiring and enthusiast consumers who we believe seek to emulate the performance of professional and other elite athletes. We believe our products are generally sold at premium prices, which to us means manufacturer suggested retail sale prices that are generally in the upper quartile of their respective product categories.
We design our products for, and market our products to, some of the world’s leading action sports OEMs and to consumers through the aftermarket channel. Many of our OEM customers, including Giant, Scott, Specialized and Trek in bikes and BRP, Ford, Toyota, Yamaha and Polaris in powered vehicles, are among the market leaders in their respective product categories, and help shape, as well as respond to, consumer trends in their respective categories. We believe that OEMs often prominently display and incorporate our products to improve the marketability and consumer demand for their performance models, which reinforces our brand image. In addition, consumers select our products in the aftermarket channel where we market through a global network of dealers and distributors.
For clarification, we are not affiliated with Fox Head, Inc., an action sports apparel company.
Industry
We participate in large global markets for bikes and powered vehicles used by recreational and professional users. Today, our products for powered vehicles are used primarily on Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles.
We focus on premium priced products within each of these categories, which we consider to be the high-end segment because of their higher retail sale prices, where we believe consumers prefer well-designed, performance-oriented equipment. We believe that ride dynamics products, which include suspension systems, as well as wheels, cranks, and other components, are critical to the performance of the bikes and powered vehicles in the product categories in which we focus and that technical features, component performance, product design, durability, reliability and brand recognition strongly influence the purchasing decisions of consumers. Over the past decade, there have been significant technological advances in materials and features that have increased product functionality and performance, allowing high-end suspension products to be adapted for use in additional end-markets and bike and powered vehicle categories.
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We believe the high-end segments in which we participate are well positioned for growth due to several factors, including:
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increasing average retail sales prices, which we believe are driven by differentiated and feature-rich products with advanced technologies;
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continuing product cycle innovation, which we have observed often motivates consumers to upgrade and purchase new products for enhanced performance; and
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increased sales opportunities for high-end bikes and powered vehicles in international markets.
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As vehicles in our end-markets evolve and grow more capable, ride dynamics products and components have become, and we believe will continue to become, increasingly more important for improved performance and control. Additionally, we believe there are opportunities to continue to leverage our technical know-how in suspension products to provide solutions beyond our current end-markets.
Our competitive strengths
Broad offering of performance products across multiple consumer markets
Our ride dynamics products enhance vehicle performance across multiple consumer markets. Through the use of adjustable suspension, position sensitive damping, multiple air spring technologies, lightweight and rigid materials, and other technologies and methods, our products improve the performance and control of the vehicles used by our consumers. We believe our reputation for performance products is reinforced by the successful finishes in world class competitive events by athletes incorporating our products in their vehicles.
Premium brand with strong consumer loyalty
We believe that we have developed a reputation for performance products and that we own and license established trademarks, such as FOX
®
, FOX RACING SHOX
®
, and RACE FACE
®
which are perceived as premium brands. As such, our ride dynamics products are generally sold at premium prices. We take great effort to maintain our brands in the eyes of consumers. For instance, our FOX
®
logo is prominently displayed on our FOX
®
branded products used on bikes and powered vehicles sold by our OEM customers, which helps further reinforce our brand image. We believe that our brands have achieved strong loyalty from our consumers. To support our brands, we introduce new products that we believe feature innovative technologies designed to improve vehicle performance and enhance our brand loyalty with consumers.
Track record of innovation and new product introductions
Innovation, including new product development, is a key component of our growth strategy. Due to our experience in suspension engineering and design in multiple markets and with a variety of vehicles, solutions we develop for use in one market can ultimately be deployed across multiple markets. For example, we believe that our success in the high-end ATV category led to the widespread adoption of our suspension technology in the Side-by-Side market. Our innovative product development and speed to market are supported by:
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our racing culture, including on-site technical race support of professional athletes, which provides us with unique real-time insights as to the evolving ride dynamic needs of those participating in world-class events;
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ongoing research and development through a team of full-time engineers and numerous other technicians and employees who spend at least part of their time testing and using our products and helping develop engineering-based solutions to enhance our product offerings;
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feedback from professional athletes, race teams, enthusiasts and other consumers who use our products;
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strategic and collaborative relationships with OEM customers, which furthers our ability to extend technologies and applications across end-markets; and
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our integrated manufacturing facilities and performance testing center, which allow us to quickly move from concept to product.
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Over the last three years, we have developed multiple new products, such as the:
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34 Factory Series FLOAT FIT4, which reduces overall fork weight, provides external adjustability with our fourth-generation FOX Isolated Technology, closed-cartridge damper, and includes the self-adjusting negative chamber air spring that we developed and proved out with the 36 Factory FLOAT RC2 for quieter operation and ease of adjustment;
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X2 technology utilized in our Factory Series FLOAT and DH rear shocks, which allows the rider to tune high and low speed compression and high and low speed rebound independently;
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PODIUM Internal Bypass, introduced into the side-by-side market, which through its internal bypass technology, allows the vehicle to be plush on small bumps and deliver excellent chassis control while providing progressive bottoming resistance with each increment of travel used; and
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X2 technology utilized in our 2.5 PODIUM shocks for side-by-sides that feature high and low speed rebound adjustment, high and low speed compression adjustment, and a dual-rate spring for the rear shocks to allow drivers to tune for many different terrain types and driving styles.
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Strategic brand for OEMs, dealers and distributors
Through our strategic relationships, we are often sought out by our OEM customers and work closely with them to develop and design new products and product enhancements. We believe our collaborative approach and product development processes strengthen our relationships with our OEM customers. We believe consumers value our branded products when selecting performance bikes and powered vehicles, and as a result, OEMs purchase and incorporate our products in their bikes and powered vehicles in order to increase the sales of their premium priced products. In addition, we believe the inclusion of our products on high-end bikes and powered vehicles reinforces our premium brand image which helps to drive our sales in the aftermarket channel where dealers and distributors sell our products to consumers.
Experienced management team
We have an experienced senior management team led by Larry L. Enterline, our Chief Executive Officer. Many members of our management team and many of our employees are avid users of our products, which further extends their knowledge of, and expertise in, our products and end-markets. We are able to attract and retain highly trained and specialized employees who enhance our company culture and serve as strong brand advocates.
Our strategy
Our goal is to expand our leadership position as a designer, manufacturer and marketer of performance products designed to enhance ride dynamics. We intend to focus on the following key strategies in pursuit of this goal:
Continue to develop new and innovative products in current end-markets
We intend to continue to develop and introduce new and innovative products in our current end-markets to improve ride dynamics for our consumers. For example, our patented position-sensitive damping systems provide terrain optimized ride characteristics across many of our product lines. We believe that performance and control are important to our consumer base, and that our frequent introduction of products with innovative and improved technologies increases both OEM and aftermarket demand as consumers seek out products for their vehicles that can deliver these characteristics. We also believe evolving market trends, such as changing bike wheel sizes and increasing adoption rates of Side-by-Side vehicles, should increase demand for vehicles in our end-markets, which, in turn, should increase demand for our suspension products.
Leverage technology and brand to expand into new categories and end-markets
We believe that we have developed a reputation as a leader in ride dynamics, and that our reputation combined with our ability to improve the performance of vehicles by incorporating performance suspension products and other components, results in us frequently being approached by OEM product development teams, athletes and others looking to improve the performance of their vehicles, including in end-markets in which we have not previously offered products. We believe that our ride dynamics technologies have applications in end-markets in which we do not currently participate in a meaningful way, and we intend to selectively develop products for and forge relationships with customers in additional markets. These markets may include military, recreational vehicles (RVs), on-road motorcycles, commercial trucks and "performance street" cars.
Opportunistically expand our ride dynamics platform through acquisitions
In the past three years we've completed several acquisitions which we believe enhance our business and strategically expand our product offerings. In the first quarter of 2014, we acquired the business of Sport Truck, a full-service distributor of aftermarket suspension solutions. Sport Truck designs, markets, and distributes lift kit solutions primarily through its brands, BDS Suspension and Zone Offroad Products. A lift kit solution is an aftermarket vehicle modification that lifts either the suspension or the body of a vehicle to raise the ride height of the vehicle. Lift kits are commonly installed to allow for the installation of larger tires and new suspension systems. In December of 2014, we acquired the businesses of Race Face/Easton. Known for its unique carbon technology, Race Face/Easton designs, manufactures, and distributes performance mountain and road bike wheels and other performance cycling components including cranks, bars, stems, and seat posts, globally to OEMs and the aftermarket. In November 2015, we continued to expand our opportunities through the acquisition of certain assets of Marzocchi’s bike product lines.
Our business development group is responsible for identifying and assessing inorganic and organic potential growth opportunities of our ride dynamics platform. Specifically, our business development group: (i) identifies and assesses potential acquisition opportunities; (ii) aids the business in analyzing growth alternatives; and (iii) manages critical projects and programs as determined by senior management.
3
Increase our aftermarket penetration
We currently have a broad aftermarket distribution network of thousands of retail dealers and distributors worldwide. We intend to further penetrate the aftermarket channel by selectively adding dealers and distributors in certain geographic markets, increasing our internal sales force and strategically expanding aftermarket-specific products and services to existing vehicle platforms.
Accelerate international growth
While a significant percentage of our current sales are to OEMs and dealers and distributors located outside the United States, we believe international expansion represents a significant opportunity for us and we have, and intend to continue to, selectively increase infrastructure investments and focus on identified geographic regions. We believe that rising consumer discretionary income in a number of developing markets and increasing consumer preferences for premium, performance bikes and powered vehicles, should contribute to increasing demand for our products. In addition, we believe increasing international viewership of racing and extreme sports and other outdoor events, such as the X Games, is contributing to the growth of international participation in activities in which our products are used. We intend to leverage the recognition of our brands to capitalize on these trends by increasing our sales to both OEMs and dealers and distributors globally, particularly in markets where we perceive significant opportunities.
Improve operating and supply chain efficiencies
We intend to improve operating margins by enhancing our design and production processes to increase efficiencies, reducing new product time to market and lowering production costs. During 2015, we completed the process of moving most of the manufacturing of our bike suspension component products to Taiwan. We manufactured approximately 87% and 82% of our complete suspension forks and shocks, respectively, at our Taiwan bike suspension component facility in 2016, as well as a significant amount of our subassemblies and other components. This transition has shortened production lead times to our bike OEM customers, and we believe that over time this transition will continue to improve supply chain efficiencies and reduce manufacturing costs.
Seasonality
Certain portions of our business are seasonal. In two of the last three fiscal years, our quarterly sales have been the lowest in the first quarter and the highest during our third quarter of the year. For example, our sales in our first and third quarters of 2016 represented
20%
and
27%
of our total sales for the year, respectively. We believe this seasonality is due to the delivery of new products.
Competition
The markets for ride dynamics products, including suspension components, wheels, and cranks, are highly competitive. We compete with other companies that produce products for sale to OEMs, dealers and distributors, as well as with OEMs which produce their own line of products for their own use. Some of our competitors may have greater financial, research and development or marketing resources than we do. Competition in the high-end segment of the ride dynamics market revolves around technical features, performance, product design, innovation, reliability and durability, brand, time to market, customer service and reliable order execution. While the pricing of competing products is always a factor, we believe the performance of our products helps justify our premium pricing. Within our markets, we compete with several large companies and numerous small manufacturers that provide branded and unbranded products across all our product lines. These competitors can be divided into the following categories:
Bikes
Within the market for bike suspension components, we compete with several companies that manufacture front and rear suspension products, including RockShox (a subsidiary of SRAM Corporation), X-Fusion Shox (a wholly-owned subsidiary of A-Pro), Manitou (a subsidiary of HB Performance Systems), SR Suntour, DT Swiss (a subsidiary of Vereinigte Drahtwerke AG), Cane Creek Cycling, DVO Suspension, Bos-Mountain Bike Suspensions and Öhlins Racing AB. In the market for other bike ride dynamics components, we compete with SRAM, Truvativ and Zipp (all subsidiaries of SRAM Corporation), DT Swiss (a subsidiary of Vereinigte Drahtwerke AG), Mavic (a subsidiary of Amer Sports Corporation) and Shimano.
Powered vehicles
Within the market for powered vehicle suspension components, we compete with several companies in different submarkets. We believe a significant competitor for suspension components in the snowmobile market is KYB (Kayaba Industry Co., Ltd.). Other suppliers of suspension components for snowmobiles include Öhlins Racing AB, Walker Evans Racing, Works Performance Products, Inc. and Penske Racing Shocks / Custom Axis, Inc. In the ATV and Side-by-Side markets, outside of captive OEM suppliers, we compete with ZF Sachs (ZF Friedrichshafen AG) and Walker Evans Racing for OEM business and Elka Suspension Inc., Öhlins Racing AB, Works Performance Products and Penske Racing Shocks / Custom Axis, Inc. for aftermarket business.
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In the market for off-road and specialty vehicle suspension components, we believe our two biggest competitors are ThyssenKrupp Bilstein Suspension GmbH (commonly known as Bilstein) and King Shock Technology, Inc. (commonly known as King Shock). Other competitors include Icon Vehicle Dynamics, Sway-A-Way, Pro Comp USA Suspension and Rancho (Tenneco). In the market for suspension systems, or lift kits, we compete with TransAmerican Wholesale /Pro Comp USA, Rough Country Suspension Systems, TeraFlex, ReadyLIFT Suspension, Tuff Country EZ-Ride Suspension, and Rusty’s Off-Road.
Our products
We design and manufacture ride dynamics products, of which a significant portion is suspension products. These products dissipate the energy and force generated by bikes and powered vehicles while they are in motion. Suspension products allow wheels or skis (in the case of snowmobiles) to move up and down to absorb bumps and shocks while maintaining contact with the ground for better control. Our products use adjustable suspension, position sensitive damping, electronically controllable damping, multiple air spring technologies, low weight and structural rigidity, all of which improve user control for greater performance.
We use high-grade materials in our products and have developed a number of sophisticated assembly processes to maintain quality across all product lines. Our suspension products are assembled according to precise specifications throughout the assembly process to create consistently high performance levels and customer satisfaction.
Bikes
As a result of our acquisitions in recent years, our bike product offerings have expanded and are used on a wide range of performance mountain bikes and road bikes. In each of the years ended December 30, 2016, December 31, 2015 and December 31, 2014, approximately
56%
,
58%
and
58%
, respectively, of our sales were attributable to sales of bike-related products. Primarily for the mountain bike market, we offer mid-end and high-end front fork and rear suspension products designed for cross-country, trail, all-mountain, free-ride and downhill riding. Our mountain bike products are sold in three series: (i) our Performance series, designed for demanding, yet value-minded, enthusiasts; (ii) our Performance Elite series, designed for experienced enthusiasts and expert riders; and (iii) our Factory series, designed for maximum performance at a professional level.
We also offer mountain and road bike wheels and other performance cycling components including cranks, bars, stems, and seat posts, utilizing our carbon technology.
Powered vehicles
In our powered vehicle product category, we offer premium products for Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. In each of the years ended December 30, 2016, December 31, 2015 and December 31, 2014, approximately
44%
,
42%
and
42%
, respectively, of our sales were attributable to sales of products for powered vehicles.
Products for these vehicles are designed for trail riding, racing and performance. Our products have also been used on limited quantities of off-road military vehicles and other small-scale select military applications. Our suspension component products in the powered vehicle category range from two inch aluminum bolt-on shocks to our patented position sensitive internal bypass shocks. We also offer suspension systems, or lift kits, containing our suspension components, for use in trucks.
Research and development
Research and development is at the core of our product innovation and market leadership strategy. We have a growing team of engineers and technicians focused on designing innovative products and developing engineering-based solutions to enhance our product offerings. In addition, a large number of our other employees, many of whom use our products in their recreational activities, contribute to our research and development and product innovation initiatives. Their involvement in the development of new products ranges from participating in initial brainstorming sessions to ride testing products in development. Product development also includes collaborating with OEM customers across end-markets, field testing by professional athletes and sponsored race teams and working with enthusiasts and other users of our products. This feedback helps us to develop innovative products which meet our demanding standards as well as the evolving needs of professional and recreational end users and to quickly commercialize these products.
Our research and development activities are supported by state-of-the-art engineering software design tools, integrated manufacturing facilities and a performance testing center equipped to enhance product safety, durability and performance. Our testing center collects data and tests products prior to and after commercial introduction. Suspension products undergo a variety of rigorous performance and accelerated life tests before they are introduced into the market. Research and development expense totaled approximately
$18.5 million
,
$17.0 million
and
$13.6 million
in fiscal years
2016, 2015 and 2014
, respectively.
5
Intellectual property
Intellectual property is an important aspect of our business. We rely upon a combination of patents, trademarks, trade names, licensing arrangements, trade secrets, know-how and proprietary technology to secure and protect our intellectual property rights.
Our in-house counsel and external intellectual property resources diligently protect our new technologies with patents and trademarks and defend against patent infringement allegations. We patent our proprietary technologies related to vehicle suspension and other products in the U.S. and various foreign patent offices.
Our principal intellectual property also includes our registered trademarks in the U.S. and a number of international jurisdictions, including the marks FOX
®
, FOX RACING SHOX
®
, RACE FACE
®
and REDEFINE YOUR LIMITS
®
. Although our intellectual property is important to our business operations and in the aggregate, constitutes a valuable asset, we do not believe that any single patent, trademark or trade secret is critical to the success of our business as a whole. We cannot be certain that our patent applications will be issued or that any issued patents will provide us with any competitive advantages or will not be challenged by third parties.
In addition to the foregoing protections, we generally control access to and use of our proprietary and other confidential information using internal and external controls, including contractual protections with employees, OEMs, distributors and others.
Customers
Our OEM customers include market leaders in their respective categories, and help define, as well as respond to, consumer trends in their respective industries. These OEM customers include our products on a number of their performance models. We believe OEMs often use our products to improve the marketability and demand of their own products, which, in turn, strengthens our brand image. In addition, consumers select our performance products in the aftermarket channel, where we market through a global network of dealers and distributors. We currently sell to more than 200 OEMs and distribute our products to more than
5,000
retail dealers and distributors worldwide. In
2016
,
60%
of our sales resulted from sales to OEM customers and
40%
resulted from sales to dealers and distributors for resale in the aftermarket channel. No material portion of our business is subject to renegotiation of profit or termination of contracts or subcontracts at the election of the US government.
Sales attributable to our 10 largest OEM customers, which can vary from year-to-year, collectively accounted for approximately
42%
, 42% and 47% of our sales in
2016, 2015 and 2014
, respectively. The decrease in the sales to the top 10 OEM customers in 2016 and 2015 as compared to 2014 is primarily attributable to our acquisitions which have further diversified our customer base. Additionally, we experienced a temporary decline in sales to one of our key power vehicle customers in 2016 and 2015 due to model year change over.
Although we refer to the branded bike OEMs that use our products throughout this document as "our customers," "our OEM customers" or "our bike OEM customers," branded bike OEMs often use contract manufacturers to manufacture and assemble their bikes. As a result, even though we typically negotiate price and volume requirements directly with our bike OEM customers, it is the contract manufacturer that may place the purchase order and therefore assumes the responsible for paying us. Our sales to Giant Bicycles, or Giant, a branded bike OEM and a contract manufacturer used by certain of our bike OEM customers, accounted for approximately
14%
,
12%
and
14%
of our sales in
2016, 2015 and 2014
, respectively.
Our domestic sales totaled
$187.5 million
,
$163.1 million
and
$128.3 million
, or
47%
,
44%
and
42%
of our total sales in
2016, 2015 and 2014
, respectively. Our international sales totaled
$215.5 million
,
$203.7 million
and
$178.4 million
or
53%
,
56%
and
58%
of our total sales in
2016, 2015 and 2014
, respectively. Sales attributable to countries outside the United States are based on shipment location. Our international sales, however, do not necessarily reflect the location of the end users of our products, as many of our products are incorporated into bikes that are assembled at international locations and then shipped back to the United States. Additional information about our product revenues and certain geographical information is available in
Note 14 - Segments and Geographic Areas
,
of the notes to consolidated financial statements.
Additional information regarding our sales, income, and total assets is available in Item 6. "Selected Financial Information."
Bikes
We sell our bike suspension products and other components to a broad network of domestic and international bike OEMs, including Giant, Scott, Specialized and Trek. We have long-standing relationships with many of the top bike OEMs. After incorporating our products on their bikes, OEMs typically sell their bikes to independent dealers, which then sell directly to consumers.
In the aftermarket, we typically sell to dealers in the U.S. and through distributors internationally. Our dealers sell directly to aftermarket consumers. Our overseas distributors sell to independent dealers, which then sell directly to consumers.
6
Powered vehicles
We sell our suspension products for the powered vehicles industry to OEMs, including BRP, Ford, Toyota, Yamaha, and Polaris. We are also currently developing relationships with new OEMs, as the powered vehicles market continues to grow. After incorporating our products on their powered vehicles, OEMs typically sell their powered vehicles to independent dealers, which then sell directly to consumers.
In the aftermarket, we typically sell to dealers and distributors, both in the U.S. and internationally. Our dealers sell directly to aftermarket consumers. When we sell to our distributors, they sell to independent dealers, which then sell directly to consumers.
Our product offerings currently target performance suspension products for Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. Our products have also been used on limited quantities of off-road military vehicles and other select small-scale military applications. We also offer suspension systems, or lift kits, for trucks.
Sales and marketing
We employ specialized and dedicated sales professionals. Each sales professional is fully committed to servicing either OEM or aftermarket customers within our product categories, which ensures that our customers are in contact with capable and knowledgeable sales professionals to address their specific needs. We strongly believe that providing a high level of service to our end customers is essential to maintaining our reputational excellence in the marketplace. Our sales professionals receive training on the brands' latest products and technologies and attend trade shows to increase their market knowledge.
Our marketing strategy focuses on strengthening and promoting our brands in the marketplace. We strategically focus our marketing efforts on enthusiasts seeking high-end ride dynamics systems through promotions at destination riding locations and individual and team sponsorships. We believe that the performance of our products has been demonstrated by, and our brand benefits from, the success of professional athletes who use our products in elite competitive events, such as the Union Cycliste Internationale Mountain Bike World Cup and the X Games. We also believe these successes positively influence the purchasing habits of enthusiasts and other consumers seeking performance products. We believe that our strategic focus on the performance and racing segments in our markets, including our sponsorships of a number of professional athletes and race teams, influences many aspiring and enthusiast consumers and enables our products to be sold at premium price points. In order to continue to enhance our brand image, we will need to maintain our position in the suspension products industry and to continue to provide high quality products and services. We have also been able to develop long-term strategic relationships with leading OEMs. Our reputation for performance suspension products plays a critical role in our aftermarket sales to consumers.
In addition to our website and traditional marketing channels, such as print advertising and tradeshows, we maintain an active social media presence, including an Instagram feed, Facebook page, YouTube channel, Vimeo channel and Twitter feed to increase brand awareness, foster loyalty and build a community of users. As strategies and marketing plans are developed for our products, our internal marketing and communications group work to ensure brand cohesion and consistency.
Manufacturing and backlog
We manufacture and complete final assembly on most of our products. By controlling the manufacturing process of our products, we can maintain our strict quality standards, customize our machines and processes for the specific requirements of our products, and quickly respond to feedback we receive on our products in development and otherwise. Furthermore, manufacturing our own products enables us to adjust our labor and production inputs to meet seasonal demands and the customized requirements of some of our customers.
During 2015, we completed the process of moving a majority of the manufacturing of our bike suspension component products to our facility in Taichung, Taiwan. In connection with our transition, we are utilizing, and expect to continue to utilize, suppliers who are located closer to our facility in Taichung, Taiwan for a number of materials and components. In certain cases, we may retain the ability to manufacture bike suspension components in our facility in Watsonville, California thereby providing us with dual manufacturing facilities and reducing the risk of interruptions in our production chain. Now that the transition of the majority of our bike suspension component manufacturing operations is complete, we have converted the Watsonville facility primarily to the manufacturing of powered vehicle suspension products.
We have expanded our El Cajon, California facility to create an Automotive Ride Dynamics Center of Excellence. Our plans include developing an ISO9001 certified campus to support our current military and automotive business by producing direct bolt-on suspension upgrades for on-road trucks with off-road capabilities. We also expect that the expanded El Cajon campus will enable us to efficiently support future growth and demand.
We had approximately $36.0 million and $31.7 million in firm backlog orders at
December 30, 2016
and
December 31, 2015
, respectively. The increase in 2016 backlog, as compared to 2015, was due to normal growth in the business and changes in the seasonality of order placement.
7
Suppliers
The primary raw materials used in the production of our products are aluminum, magnesium, carbon and steel. We generally use multiple suppliers for our raw materials and believe that our raw materials are in adequate supply and available from many suppliers at competitive prices. Prices for our raw materials fluctuate from time to time, but historically, price fluctuations have not had a material impact on our business.
We work closely with our supply base, and depend upon certain suppliers to provide raw inputs, such as forgings, castings and molded polymers that have been optimized for weight, structural integrity, wear and cost. In certain circumstances, we depend upon a limited number of suppliers for such raw inputs. We typically have no firm contractual sourcing agreements with our suppliers other than purchase orders.
Miyaki is the exclusive producer of the Kashima coating for our suspension component tubes. As part of our agreement with Miyaki, which we entered into in 2009, or the Kashima Agreement, we have been granted the exclusive right to use the trademark "KASHIMACOAT" on products comprising the aluminum finished parts for suspension components (e.g., tubes) and on related sales and marketing material worldwide, subject to a minimum model year order and certain other exclusions. The Kashima Agreement does not contain minimum purchase obligations.
Employees
As of
December 30, 2016
, we had approximately
1,700
full-time employees in the United States, Canada, Europe and Taiwan. We also use part-time employees at our manufacturing facilities to help us meet seasonal demands. None of our employees are subject to collective bargaining agreements.
Practices related to working capital items
The Company does not believe that it or the industry in general, has any special practices or special conditions affecting working capital items that are material to understanding our business. Information about the Company’s working capital is incorporated herein by reference to "Management’s Discussion and Analysis of Financial Condition" and "Results of Operations" in Part II, Item 7 and the "Consolidated Statement of Cash Flows" in Part II, Item 8 of this Form 10-K.
Government regulation
Environmental
Our manufacturing operations, facilities and properties in the United States, Canada and Taiwan are subject to evolving foreign, international, federal, state and local environmental and occupational health and safety laws and regulations, including those governing air emissions, wastewater discharge and the storage and handling of chemicals and hazardous substances. If we fail to comply with such laws and regulations, we could be subject to significant fines, penalties, costs, liabilities or restrictions on operations, which could negatively affect our financial condition.
We believe that our operations are in compliance, in all material respects, with applicable environmental and occupational health and safety laws and regulations, and our compliance with such laws and regulations has not had, nor is it expected to have, a material impact on our earnings or competitive position. However, new requirements, more stringent application of existing requirements or the discovery of previously unknown environmental conditions could result in material environmental related expenditures in the future.
Employment
We are subject to numerous foreign, federal, state and local government laws and regulations governing our relationships with our employees, including those relating to minimum wage, overtime, working conditions, hiring and firing, non-discrimination, work permits and employee benefits. We believe that our operations are conducted in compliance, in all material respects, with such laws and regulations. We have never experienced a material work stoppage or disruption to our business relating to employee matters. We believe that our relationship with our employees is good.
Consumer safety
We are subject to the jurisdiction of the United States Consumer Product Safety Commission, or the CPSC, and other federal, state and foreign regulatory bodies including the National Highway Traffic Safety Administration, who enforces the Federal Motor Vehicle Safety Standards. Under CPSC regulations, a manufacturer of consumer goods is obligated to notify the CPSC, if, among other things, the manufacturer becomes aware that one of its products has a defect that could create a substantial risk of injury. If the manufacturer has not already undertaken to do so, the CPSC may require a manufacturer to recall a product, which may involve product repair, replacement or refund. During the past three years, we initiated one voluntary product recall. For additional information, see "
Risk factors
."
8
Legal proceedings
From time to time we are involved in legal proceedings incidental to our business, in particular intellectual property related disputes, product liability claims, as well as other litigation of a non-material nature in the ordinary course of business. In connection with the Financial Accounting Standard Board ("FASB") Accounting Standard Codification ("ASC") 450,
Contingencies
, we have not accrued for material loss contingencies relating to any legal proceedings because we believe that, although unfavorable outcomes in proceedings may be possible, they are not considered by our management to be probable and reasonably estimable. We believe that the outcome of any such pending matters, either individually or in the aggregate, will not have a material impact on our business or financial condition.
Government contracts
No material portion of the business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. government.
Financial information about segments and geographic Areas
We operate in one reportable segment, performance ride dynamics products. Additional information about our product segment and certain geographic information is available in
Note 14 - Segments and Geographic Areas
of the "Notes to Consolidated Financial Statements" in this Annual Report on Form 10-K.
Corporate and available information
Our principal executive offices are located at 915 Disc Drive, Scotts Valley, CA 95066, and our telephone number is (831) 274-6500. Our website address is www.ridefox.com.
We file reports with the U.S. Securities and Exchange Commission ("SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other filings required by the SEC. We make available on our Investor Relations website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Our business, financial condition, operating results and prospects could be materially and adversely affected by various risks and uncertainties. In addition to the risks and uncertainties discussed elsewhere in this Form 10-K, you should carefully consider the risks and uncertainties described below. If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline.
Risks related to our business
If we are unable to continue to enhance existing products and develop, manufacture market new products that respond to consumer needs and preferences and achieve market acceptance, we may experience a decrease in demand for our products, and our business and financial results could suffer.
Our growth strategy involves the continuous development of innovative performance products. We may not be able to compete as effectively with our competitors, and ultimately satisfy the needs and preferences of our customers and the end users of our products, unless we can continue to enhance existing products and develop new, innovative products in the global markets in which we compete. In addition, we must continuously compete not only for end users who purchase our products through the dealers and distributors who are our customers, but also for the OEMs, which incorporate our products into their bikes and powered vehicles. These OEMs regularly evaluate our products against those of our competitors to determine if they are allowing the OEMs to achieve higher sales and market share on a cost-effective basis. Should one or more of our OEM customers determine that they could achieve overall better financial results by incorporating a competitor’s new or existing product, they would likely do so, which could harm our business, financial condition or results of operations.
Product development requires significant financial, technological and other resources. While we expended approximately
$18.5 million
,
$17.0 million
and
$13.6 million
for our research and development efforts in
2016, 2015 and 2014
, respectively, there can be no assurance that this level of investment in research and development will be sufficient in the future to maintain our competitive advantage in product innovation, which could cause our business, financial condition or results of operations to suffer.
9
Product improvements and new product introductions require significant planning, design, development and testing at the technological, product and manufacturing process levels, and we may experience unanticipated delays in our introduction of product improvements or new products. Our competitors’ new products may beat our products to market, be more effective and/or less expensive than our products, obtain better market acceptance or render our products obsolete. Any new products that we develop may not receive market acceptance or otherwise generate any meaningful sales or profits for us relative to our expectations. In addition, one of our competitors could develop an unforeseen and entirely new product or technology that renders our products less desirable or obsolete, which could negatively affect our business, financial condition or results of operations.
We face intense competition in all product lines, including from some competitors that may have greater financial and marketing resources. Failure to compete effectively against competitors would negatively impact our business and operating results.
The ride dynamics industry is highly competitive. We compete with a number of other manufacturers that produce and sell ride dynamics products to OEMs and aftermarket dealers and distributors, including OEMs that produce their own lines of products for their own use. Our continued success depends on our ability to continue to compete effectively against our competitors, some of which have significantly greater financial, marketing and other resources than we have. Also, several of our competitors offer broader product lines to OEMs, which they may sell in connection with suspension products as part of a package offering. In the future, our competitors may be able to maintain and grow brand strength and market share more effectively or quickly than we do by anticipating the course of market developments more accurately than we do, developing products that are superior to our products, creating manufacturing or distribution capabilities that are superior to ours, producing similar products at a lower cost than we can or adapting more quickly than we do to new technologies or evolving regulatory, industry or customer requirements, among other possibilities. In addition, we may encounter increased competition if our current competitors broaden their product offerings by beginning to produce additional types of ride dynamics products or through competitor consolidations. We could also face competition from well-capitalized entrants into the performance suspension and ride dynamics product market, as well as aggressive pricing tactics by other manufacturers trying to gain market share. As a result, our products may not be able to compete successfully with our competitors’ products, which could negatively affect our business, financial condition or results of operations.
Our business is sensitive to economic conditions that impact consumer spending. Our suspension and ride dynamics products, and the bike and powered vehicles into which they are incorporated, are discretionary purchases and may be adversely impacted by changes in the economy.
Our business depends substantially on global economic and market conditions. In particular, we believe that currently a significant majority of the end users of our products live in the United States and countries in Europe. These areas are either in the process of recovering from recession or, in some cases, are still struggling with recession, disruption in banking and/or financial systems, economic weakness and uncertainty. In addition, our products are recreational in nature and are generally discretionary purchases by consumers. Consumers are usually more willing to make discretionary purchases during periods of favorable general economic conditions and high consumer confidence. Discretionary spending may also be affected by many other factors, including interest rates, the availability of consumer credit, taxes and consumer confidence in future economic conditions. During periods of unfavorable economic conditions, or periods when other negative market factors exist, consumer discretionary spending is typically reduced, which in turn could reduce our product sales and have a negative effect on our business, financial condition or results of operations.
There could also be a number of secondary effects resulting from an economic downturn, such as insolvency of our suppliers resulting in product delays, an inability of our OEM and distributor and dealer customers to obtain credit to finance purchases of our products, customers delaying payment to us for the purchase of our products due to financial hardship or an increase in bad debt expense. Any of these effects could negatively affect our business, financial condition or results of operations.
If we are unable to maintain our premium brand image, our business may suffer.
Our products are selected by both OEMs and dealers and distributors in part because of the premium brand reputation we hold with them and our end users. Therefore, our success depends on our ability to maintain and build the image of our brands. We have focused on building our brands through producing products or acquiring businesses that produce products that we believe are innovative, high in performance and highly reliable. In addition, our brands benefits from our strong relationships with our OEM customers and dealers and distributors and through marketing programs aimed at bike and powered vehicle enthusiasts in various media and other channels. For example, we sponsor a number of professional athletes and professional race teams. In order to continue to enhance our brand image, we will need to maintain our position in the suspension and ride dynamics products industry and continue to provide high quality products and services. Also, we will need to continue to invest in sponsorships, marketing and public relations.
There can be no assurance, however, that we will be able to maintain or enhance the strength of our brands in the future. Our brands could be adversely impacted by, among other things:
•
failure to develop new products that are innovative, performance and reliable;
•
internal product quality control issues;
10
•
product quality issues on the bikes and powered vehicles on which our products are installed;
•
product recalls;
•
high profile component failures (such as a component failure during a race on a mountain bike ridden by an athlete that we sponsor);
•
negative publicity regarding our sponsored athletes;
•
high profile injury or death to one of our sponsored athletes;
•
inconsistent uses of our brand and our other intellectual property assets, as well as failure to protect our intellectual property; and
•
changes in consumer trends and perceptions.
Any adverse impact on our brand could in turn negatively affect our business, financial condition or results of operations.
A significant portion of our sales are highly dependent on the demand for high-end bikes and a material decline in the demand for these bikes or their suspension components could have a material adverse effect on our business or results of operations.
During
2016
, approximately
56%
of our sales were generated from the sale of bike products. Part of our success has been attributable to the growth in the high-end bike industry, including increases in average retail sales prices, as better-performing product designs and technologies have been incorporated into these products. If the popularity of high-end or premium-priced bikes does not increase or declines, the number of bike enthusiasts seeking such bikes or premium priced suspension products, wheels, cranks and other specialty components for their bikes does not increase or declines, or the average price point of these bikes declines, we may fail to achieve future growth or our sales could decrease, and our business, financial condition or results of operations could be negatively affected. In addition, if current bike enthusiasts stop purchasing our products due to changes in preferences, we may fail to achieve future growth or our sales could be decreased, and our business, financial condition or results of operations could be negatively affected.
Our growth in the powered vehicle category is dependent upon our continued ability to expand our product sales into powered vehicles that require performance suspension and the continued expansion of the market for these powered vehicles.
Our growth in the powered vehicle category is in part attributable to the expansion of the market for powered vehicles that require performance suspension products. Such market growth includes the creation of new classes of vehicles that need our products, such as Side-by-Sides, and our ability to create products for these vehicles. In the event these markets stopped expanding or contracted, or we are unsuccessful in creating new products for these markets or other competitors successfully enter into these markets, we may fail to achieve future growth or our sales could decrease, and our business, financial condition or results of operations could be negatively affected.
A disruption in the operations of our manufacturing facilities could have a negative effect on our business, financial condition or results of operations.
Over the last several years, we transitioned the majority of our bike suspension component product manufacturing to our bike suspension component facility in Taichung, Taiwan. As a result of the transition, we have and may continue to incur costs associated with some duplication of facilities, equipment and personnel, the amount of which could vary materially from our projections. In addition, we could encounter unforeseen difficulties resulting from the distance and time zone differences between our main operations in California and our Taiwan manufacturing facilities.
Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service disruptions, curtailments or shutdowns. In the event of a stoppage in production or a slowdown in production due to high employee turnover or a labor dispute at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. If there was a manufacturing disruption in any of our manufacturing facilities, we might be unable to meet product delivery requirements and our business, financial condition or results of operations could be negatively affected, even if the disruption was covered in whole or in part by our business interruption insurance. Any significant delay in deliveries to our customers could lead to increased returns or cancellations, expose us to damage claims from our customers or damage our brand and, in turn, negatively affect our business, financial condition or results of operations.
11
Work stoppages or other disruptions at seaports could adversely affect our operating results.
A significant portion of our goods move through ports on the Western Coast of the United States. We have a global supply chain and we import products from our third-party vendors as well as our Fox Taiwan facility into the U.S. largely through ports on the West Coast. Freight arriving at West Coast ports must be offloaded from ships by longshoremen, none of whom are our employees. We do not control the activities of these employees or seaports and we could suffer supply chain disruptions due to any disputes, capacity shortages, slowdowns or shutdowns which may occur, as was experienced in February, 2015, in relation to certain West Coast ports. While such West Coast ports labor dispute ended with a five-year agreement, it lasted longer than we forecasted, and any similar labor dispute in the future could potentially have a negative effect on both our financial condition and results of operations.
Our business depends substantially on the continuing efforts of our senior management, and our business may be severely disrupted if we lose their services.
We are heavily dependent upon the contributions, talent and leadership of our senior management team, particularly our Chief Executive Officer, Larry L. Enterline. We do not have a "key person" life insurance policy on Mr. Enterline or any other key employees. We believe that the top
twelve
members of our senior management team are key to establishing our focus and executing our corporate strategies as they have extensive knowledge of our systems and processes. Given our senior management team’s knowledge of the suspension products industry and the limited number of direct competitors in the industry, we believe that it could be difficult to find replacements should any of the members of our senior management team leave. Our inability to find suitable replacements for any of the members of our senior management team could negatively affect our business, financial condition or results of operations.
We depend on skilled engineers to develop and create our products, and the failure to attract and retain such individuals could adversely affect our business.
We rely on skilled and well-trained engineers for the design and production of our products, as well as in our research and development functions. Competition for such individuals is intense, particularly in Silicon Valley near where our headquarters are located. Our inability to attract or retain qualified employees in our design, production or research and development functions or elsewhere in our company could result in diminished quality of our products and delinquent production schedules, impede our ability to develop new products and harm our business, financial condition or results of operations.
We may not be able to sustain our past growth or successfully implement our growth strategy, which may have a negative effect on our business, financial condition or results of operations.
We grew our sales from approximately
$366.8 million
in
2015
to approximately
$403.1 million
in
2016
. This growth rate may be unsustainable. Our future growth will depend upon various factors, including the strength of the image of our brands, our ability to continue to produce innovative suspension and ride dynamics products, consumer acceptance of our products, competitive conditions in the marketplace, our ability to make strategic acquisitions, the growth in emerging markets for products requiring high-end suspension products and, in general, the continued growth of the high-end bike and powered vehicle markets into which we sell our products. Our beliefs regarding the future growth of markets for high-end suspension products are based largely on qualitative judgments and limited sources and may not be reliable. If we are unable to sustain our past growth or successfully implement our growth strategy, our business, financial condition or results of operations could be negatively affected.
The professional athletes and race teams who use our products are an important aspect of the image of our brands. The loss of the support of professional athletes for our products or the inability to attract new professional athletes may harm our business.
If our products are not used by current or future professional athletes and race teams, our brands could lose value and our sales could decline. While our sponsorship agreements typically restrict our sponsored athletes and race teams from promoting, endorsing or using competitors’ products that compete directly within our product categories during the term of the sponsorship agreements, we do not typically have long-term contracts with any of the athletes or race teams whom we sponsor.
If we are unable to maintain our current relationships with these professional athletes and race teams, if these professional athletes and race teams are no longer popular, if our sponsored athletes and race teams fail to have success or if we are unable to continue to attract the endorsement of new professional athletes and race teams in the future, the value of our brands and our sales could decline.
12
We depend on our relationships with dealers and distributors and their ability to sell and service our products. Any disruption in these relationships could harm our sales.
We sell our aftermarket products to dealers and distributors, and we depend on their willingness and ability to market and sell our products to consumers and provide customer and product service as needed. We also rely on our dealers and distributors to be knowledgeable about our products and their features. If we are not able to educate our dealers and distributors so that they may effectively sell our products as part of a positive buying experience, or if they fail to implement effective retail sales initiatives, focus selling efforts on our competitors’ products, reduce the quantity of our products that they sell or reduce their operations due to financial difficulties or otherwise, our brand and business could suffer.
We do not control our dealers or distributors and many of our contracts allow these entities to offer our competitors’ products. Our competitors may incentivize our dealers and distributors to favor their products. In addition, we do not have long-term contracts with a majority of our dealers and distributors, and our dealers and distributors are not obligated to purchase specified amounts of our products. In fact, the majority of our dealers and distributors buy from us on a purchase order basis. Consequently, with little or no notice, many of these dealers and distributors may terminate their relationships with us or materially reduce their purchases of our products. If we were to lose one or more of our dealers or distributors, we would need to obtain a new dealer or distributor to cover the particular location or product line, which may not be possible on favorable terms or at all.
Alternatively, we could use our own sales force to replace such a dealer or distributor, but expanding our sales force into new locations takes a significant amount of time and resources and may not be successful. Further, many of our international distribution contracts contain exclusivity arrangements, which may prevent us from replacing or supplementing our current distributors under certain circumstances.
We are a supplier in the high-end bike and powered vehicles markets, and our business is dependent in large part on the orders we receive from our OEM customers and from their success.
As a supplier to OEM customers, we are dependent in large part on the success of the business of our OEM customers. Model year changes by our OEM customers may adversely impact our sales or cause our sales to vary from quarter to quarter. In addition, losses in market share individually or a decline in the overall market of our OEM customers or the discontinuance by our OEM customers of their products which incorporate our products could negatively impact our business, financial condition or results of operations. For example, if our bike producing OEM customers reduce production of their high-end bikes, their orders to us for our products would in turn be reduced, which could negatively affect our business, financial condition or results of operations.
A relatively small number of customers account for a substantial portion of our sales. The loss of all or a substantial portion of our sales to any of these customers, whether through the temporary or permanent discontinuation of their products which incorporate our products or otherwise, or the loss of market share by these customers could have a material adverse impact on us and our results of operations.
Sales attributable to our five largest OEM customers, which can vary from year to year, collectively accounted for approximately
30%
, 32% and 34% of our sales in fiscal years
2016, 2015 and 2014
, respectively. The loss of all or a substantial portion of our sales to any of these OEM customers, whether through the temporary or permanent discontinuation of their products which incorporate our products or otherwise, or the loss of market share by these customers could have a material adverse impact on our business, financial condition or results of operations.
In particular, sales to Giant, an OEM and contract manufacturer used by certain of our bike OEM customers, accounted for approximately
14%
,
12%
and
14%
of our sales in
2016, 2015 and 2014
, respectively. In the event Giant were to experience manufacturing or other problems, or were to fail to pay us, it could have a material adverse impact on our business, financial condition or results of operations.
Currency exchange rate fluctuations could impact gross margins and expenses.
Foreign currency fluctuations could in the future have an adverse effect on our business, financial condition or results of operations. We sell our products inside and outside of the United States primarily in U.S. Dollars. However, some of the OEMs purchasing products from us sell their products in Europe and other foreign markets using the Euro and other foreign currencies. As a result, as the U.S. Dollar appreciates against these foreign currencies, our products will become relatively more expensive for these OEMs. Accordingly, competitive products that our OEM customers can purchase in other currencies may become more attractive and we could lose sales as these OEMs seek to replace our products with cheaper alternatives. In addition, should the U.S. Dollar depreciate significantly, this could have the effect of decreasing our gross margins and adversely impact our business, financial condition or results of operations.
With a majority of our manufacturing operations for our bike products occurring in Taiwan, a percentage of our sales and expenses are denominated in the New Taiwan Dollar. Should the New Taiwan Dollar appreciate against the U.S. Dollar, this could have the effect of decreasing our sales, increasing our expenses, and decreasing our profitability.
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Additionally, with the acquisition of Race Face/Easton in 2014, certain of our operations take place in Canada and a percentage of our sales and expenses are denominated in Canadian Dollars. Furthermore, pursuant to the acquisition agreement and subsequent amendments we are obligated to pay $10.5 million Canadian Dollars of earn-out compensation (equivalent to approximately
$7.8 million
U.S. Dollars at the December 30, 2016 rate) in 2017. Our operating profitability could be negatively impacted as a result of changes in the exchange rate between the U.S. Dollar and the Canadian Dollar.
Our international operations are exposed to risks associated with conducting business globally.
As a result of our international presence, we are exposed to increased risks inherent in conducting business outside of the United States. In addition to foreign currency risks, these risks include:
•
difficulty in transporting materials internationally, including labor disputes at West Coast ports, which handle a large amount of our products;
•
increased difficulty in protecting our intellectual property rights and trade secrets;
•
changes in tax laws and the interpretation of those laws;
•
exposure to local economic conditions;
•
unexpected government action or changes in legal or regulatory requirements;
•
geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war and other political uncertainty;
•
changes in tariffs, quotas, trade barriers and other similar restrictions on sales;
•
the effects of any anti-American sentiments on our brands or sales of our products;
•
increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce;
•
increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for our foreign operations; and
•
increased difficulty in staffing and managing foreign operations or international sales.
An adverse change in any of these conditions could have a negative effect upon our business, financial condition or results of operations.
Our sales could be adversely impacted by the disruption or cessation of sales by other bike component manufacturers or if other bike component manufacturers enter into the specialty bike component market.
Most of the bikes incorporating our suspension products also utilize products and components manufactured by other bike component manufacturers. If such component manufacturers were to cease selling their products and components on a stand-alone basis, their sales are disrupted, or their competitive market position or reputation is diminished, customers could migrate to competitors that sell complementary bike products which we do not sell. Moreover, such bike component manufacturers could begin manufacturing bike suspension products, wheels, or cranks, or bundle their bike components with suspension products, wheels or cranks manufactured by competitors. If any of the foregoing were to occur, our sales could decrease and our business, financial condition or results of operations could suffer.
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We have been and may become subject to intellectual property disputes that could cause us to incur significant costs or pay significant damages or that could prohibit us from selling our products.
As we develop new products or attempt to utilize our brands in connection with new products, we seek to avoid infringing the valid patents and other intellectual property rights of our competitors. However, from time to time, third parties have alleged, or may allege in the future, that our products and/or trademarks infringe upon their proprietary rights. We will evaluate any such claims and, where appropriate, may obtain or seek to obtain licenses or other business arrangements. To date, there have been no significant interruptions in our business as a result of any claims of infringement, and we do not hold patent infringement insurance. Any claim, regardless of its merit, could be expensive, time consuming to defend and distract management from our business. Moreover, if our products or brands are found to infringe third-party intellectual property rights, we may be unable to obtain a license to use such technology or associated intellectual property rights on acceptable terms. A court determination that our brands, products or manufacturing processes infringe the intellectual property rights of others could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes or preclude our ability to use certain brands. In most circumstances, we are not indemnified for our use of a licensor’s intellectual property, if such intellectual property is found to be infringing. Any of the foregoing results could cause us to, and we could incur substantial costs to, redesign our products or defend legal actions, and such costs could negatively affect our business, financial condition or results of operations.
If we are unable to enforce our intellectual property rights, our reputation and sales could be adversely affected.
Intellectual property is an important component of our business. We patent our proprietary technologies related to vehicle suspension and other products in the U.S. and various foreign patent offices. Additionally, we have registered or have applied for trademarks and service marks with the United States Patent and Trademark Office and a number of foreign countries, including the marks FOX
®
, FOX RACING SHOX
®
, RACE FACE
®
and REDEFINE YOUR LIMITS
®
, to be utilized with certain goods and services. When appropriate, we may from time to time assert our rights against those who infringe on our patents, trademarks, trade dress, or other intellectual property. We may not, however, be successful in enforcing our patents or asserting trademark, trade name or trade dress protection with respect to our brand names and our product designs, and third parties may seek to oppose or challenge our patents or trademark registrations. Further, these legal efforts may not be successful in reducing sales of suspension products by those infringing. In addition, our pending patent applications may not result in the issuance of patents, and even issued patents may be contested, circumvented or invalidated and may not provide us with proprietary protection or competitive advantages. If our efforts to develop and enforce our intellectual property are unsuccessful, or if a third party misappropriates our rights, this may adversely affect our business, financial condition or results of operations. Additionally, intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States, and it may be more difficult for us to successfully challenge the use of our proprietary rights by other parties in these countries. Furthermore, other competitors may be able to successfully produce products which imitate certain of our products without infringing upon any of our patents, trademarks or trade dress. The failure to prevent or limit infringements and imitations, could have a permanent negative impact on the pricing of our products or reduce our product sales and product margins, even if we are ultimately successful in limiting the distribution of a product that infringes our rights, which in turn may affect our business, financial condition or results of operations.
Although we enter into non-disclosure agreements with employees, OEMs, distributors and others to protect our confidential information and trade secrets, we may be unable to prevent such parties from breaching these agreements with us and using our intellectual property in an unauthorized manner. If our efforts to protect our intellectual property are unsuccessful, or if a third party misappropriates our rights this may adversely affect our business. Defending our intellectual property rights can be very expensive and time consuming, and there is no assurance that we will be successful.
If we inaccurately forecast demand for our products, we may manufacture insufficient or excess quantities or our manufacturing costs could increase, which could adversely affect our business.
We plan our manufacturing capacity based upon the forecasted demand for our products. In the OEM channel, our forecasts are based in large part on the number of our product specifications for new bikes and powered vehicles and on projections from our OEM customers. In the aftermarket channel, our forecasts are based partially on discussions with our dealers and distributors as well as our own assessment of markets. If we incorrectly forecast demand we may incur capacity issues in our manufacturing plant and supply chain, increased material costs, increased freight costs, additional overtime, and costs associated with excess inventory, all of which in turn adversely impact our cost of sales and our gross margin. Economic weakness and uncertainty in the United States, Europe and other countries may make accurate forecasting particularly challenging.
In the future, if actual demand for our products exceeds forecasted demand, the margins on our incremental sales in excess of anticipated sales may be lower due to temporary higher costs, which could result in a decrease in our overall margins. While we generally manufacture our products upon receipt of customer orders, if actual demand is less than the forecasted demand for our products and we have already manufactured the products or committed to purchase materials in support of forecasted demand, we could be forced to hold excess inventories. In short, either excess or insufficient production due to inaccurate forecasting could have a negative effect on our business, financial condition or results of operations.
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Product recalls, and significant product repair and/or replacement due to product warranty costs and claims have had, and in the future, could have, a material adverse impact on our business.
Unless otherwise required by law, we generally provide a limited warranty for our products for a one or two-year period beginning on: (i) in the case of OEM sales, the date the bike or powered vehicle is purchased from an authorized OEM where our product is incorporated as original equipment on the purchased bike or powered vehicle; or (ii) in the case of aftermarket sales, the date the product is originally purchased from an authorized dealer. From time to time, our customers may negotiate for longer or different warranty coverage. In the ordinary course of business, we incur warranty costs and reserve against such costs in our financial statements. However, there is a risk that we could experience higher than expected warranty costs if we become aware of an underperforming product. For example, in 2012 we increased our reserve and included additional costs of approximately $1.8 million to reflect the costs of repairing or replacing certain dampers in our suspension products and experienced other related costs of approximately $1.0 million. We may in the future encounter similar situations and be forced to make other adjustments to our warranty reserves or incur costs in excess of these reserves which could adversely affect our results of operations.
Our products and items where our product is incorporated as original equipment on the purchased item are subject to regulation by the U. S. Consumer Product Safety Commission and similar state and international regulatory authorities. We have had in the past, and may have in the future, recalls (both voluntary and involuntary) of our products or of items that incorporate our products. For example, on October 12, 2016, we initiated a voluntary recall of certain bicycle Float X2 shock absorber products shipped before September 9, 2016. In addition to the direct costs related to this or other recalls we may be forced to undertake in the future, such recalls could adversely affect our aftermarket and OEM sales if we or our OEM customer do not have a replacement for such recalled product ready in a timely manner. Such recall events could also adversely affect our brand image and have a negative effect on our relationships with our OEMs, sponsored athletes and race teams, or otherwise have a negative effect on our business, financial condition and results of operations.
An adverse determination in any material product liability claim against us could adversely affect our operating results or financial condition.
The use of our products by consumers, often under extreme conditions, exposes us to risks associated with product liability claims. If our products are defective or used incorrectly by our customers, bodily injury, property damage or other injury, including death, may result and could give rise to product liability claims against us, which could adversely affect our brand image or reputation. We have encountered product liability claims in the past and carry product liability insurance to help protect us against the costs of such claims, although our insurance may not be sufficient to cover all losses. Any losses that we may suffer from any liability claims, and the effect that any product liability litigation may have upon the reputation and marketability of our products, may have a negative impact on our business, financial condition or results of operations.
Our Second Amended and Restated Credit Facility places operating restrictions on us and creates default risks.
The Second Amended and Restated Credit Facility contains covenants that place restrictions on our operating activities. These covenants, among other things, limit our ability to:
•
pay dividends or make distributions to our stockholders or redeem our stock;
•
incur additional indebtedness or permit additional encumbrances on our assets; and
•
make acquisitions or complete mergers or sales of assets, or engage in new businesses.
These restrictions may interfere with our ability to obtain financing or to engage in other business activities, which may have a material adverse effect on our business, financial condition or results of operations.
If we are unable to comply with the covenants contained in our Amended and Restated 2013 Credit Facility, it could constitute an event of default and our lenders could declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable. If we are unable to repay or otherwise refinance these borrowings when due, our lenders could sell the collateral securing our credit facilities, which constitutes substantially all our assets.
We will continue to have the ability to incur debt and our levels of debt may affect our operations and our ability to pay the principal of and interest on our debt.
We and our subsidiaries may be able to incur substantial additional debt in the future from further amendments to the Second Amended and Restated Credit Facility, additional lending sources subject to the restrictions contained in the Second Amended and Restated Credit Facility, or as a result of certain debt instruments described in our Shelf Registration Statement on Form S-3 which was filed with the SEC in March 2015.
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As of
December 30, 2016
, we had
$66.7 million
of indebtedness and
$100.0 million
available to borrow under the Second Amended and Restated Credit Facility. Our ability to borrow under the Second Amended and Restated Credit Facility fluctuates from time to time due to, among other factors, our borrowings under the facility.
Our indebtedness could be costly or have adverse consequences, such as:
|
•
|
requiring us to dedicate a substantial portion of our cash flows from operations to payments on our debt;
|
|
•
|
limiting our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt obligations and other general corporate requirements;
|
|
•
|
making us more vulnerable to adverse conditions in the general economy or our industry and to fluctuations in our operating results, including affecting our ability to comply with and maintain any financial tests and ratios required under our indebtedness;
|
|
•
|
limiting our flexibility to engage in certain transactions or to plan for, or react to, changes in our business and industry;
|
|
•
|
putting us at a disadvantage compared to competitors that have less relative and/or less restrictive debt; and
|
|
•
|
subjecting us to additional restrictive financial and other covenants.
|
If we incur substantial additional indebtedness in the future, these higher levels of indebtedness may affect our ability to pay the principal of and interest on existing indebtedness and our creditworthiness generally.
Our outstanding indebtedness under the Amended and Restated Credit Facility bears interest at a variable rate, which makes us more vulnerable to increases in interest rates and could cause our interest expense to increase and decrease cash available for operations and other purposes.
Borrowings under our Second Amended and Restated Credit Facility bear interest on a variable rate which increases and decreases based upon changes in the underlying interest rate and/or our leverage ratio. Any such increases in the interest rate or increases of our borrowings under the Second Amended and Restated Credit Facility will increase our interest expense.
As of
December 30, 2016
, we had
$66.7 million
of indebtedness, bearing interest at a variable rate, outstanding under the Amended and Restated 2013 Credit Facility. Recent interest rates in the United States have been at historically low levels, and any increase in these rates would increase our interest expense and reduce our funds available for operations and other purposes. Although from time to time we may enter into agreements to hedge a portion of our interest rate exposure, these agreements may be costly and may not protect against all interest rate fluctuations. Accordingly, we may experience material increases in our interest expense as a result of increases in interest rate levels generally. Based on the
$66.7 million
of variable interest rate indebtedness that was outstanding as of
December 30, 2016
, a hypothetical 100 basis point increase or decrease in the interest rate would have resulted in an approximately
$0.7 million
change to our interest expense for the year ended
December 30, 2016
.
Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our financial performance.
We are subject to income and other taxes in the United States and numerous foreign jurisdictions. Our tax liabilities are affected by the amounts we charge in intercompany transactions for inventory, services, licenses, funding and other items. We are subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters, and may assess additional taxes as a result. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows.
In addition, our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, expiration of favorable tax holidays in foreign jurisdictions, and the discovery of new information in the course of our tax return preparation process. Beginning in 2016, we are asserting permanent reinvestment of the earning of certain of our foreign subsidiaries. If circumstances change such that we are unable to indefinitely reinvest our foreign earnings outside the United States, future income tax expense and payments may differ significantly from historical amounts and could materially adversely affect our results of operations. There are proposals for tax legislation that have been introduced or that are being considered that could have a significant adverse effect on our tax rate, the carrying value of deferred tax assets, or our deferred tax liabilities. Any of these changes could affect our financial performance.
17
We are subject to certain risks in our manufacturing and in the testing of our products.
As of
December 30, 2016
, we employed approximately
1,700
full-time employees worldwide, a large percentage of which work at our manufacturing facilities. Our business involves complex manufacturing processes that can be inherently dangerous. Although we employ safety procedures in the design and operation of our facilities, there is a risk that an accident or death could occur in one of our facilities. Also, prior to the introduction of new products, our employees test the products under rigorous conditions, which involve the risk of injury or death. Any accident could result in manufacturing or product delays, which could negatively affect our business, financial condition or results of operations. The outcome of litigation is difficult to assess or quantify and the cost to defend litigation can be significant. As a result, the costs to defend any action or the potential liability resulting from any such accident or death or arising out of any other litigation, and any negative publicity associated therewith, could have a negative effect on our business, financial condition or results of operations.
We are subject to extensive United States federal and state, foreign and international safety, environmental, employment practices and other government regulations that may require us to incur expenses or modify product offerings in order to maintain compliance with such regulation, which could have a negative effect on our business and results of operations.
We are subject to extensive laws and regulations relating to safety, environmental, and other laws and regulations promulgated by the United States federal and state governments, as well as foreign and international regulatory authorities. Although we believe that our products, policies and processes comply with applicable safety, environmental, and other standards and related regulations, future regulations may require additional safety standards that would require additional expenses and/or modification of product offerings in order to maintain such compliance. Failure to comply with applicable regulations could result in fines, increased expenses to modify our products and harm to our reputation, all of which could have an adverse effect on our business, financial condition or results of operations.
Moreover, certain of our customer contracts require us to comply with the standards of voluntary standard-setting organizations, such as the United States Consumer Product Safety Commission, the National Highway Safety Administration, and European Committee for Standardization (CEN). Failure to comply with the voluntary requirements of such organizations could result in the loss of certain customer contracts, which could have an adverse effect on our business, financial condition or results of operations.
We are subject to employment practice laws and regulations and as such are exposed to litigation risks.
We are subject to extensive laws and regulations relating employment practices, including wage and hour, wrongful termination and discrimination. Complying with such laws and regulations, and defending against allegations of our failure to comply (including meritless allegations), can be expensive and time consuming. We believe that our policies and processes comply with applicable employment standards and related regulations, however, we are subject to risks of litigation by employees and others which might involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination, misclassification of independent contractors as employees, wrongful termination and other concerns, which could require additional expenditures.
We are subject to environmental laws and regulation and potential exposure for environmental costs and liabilities.
Our operations, facilities and properties are subject to a variety of foreign, federal, state and local laws and regulations relating to health, safety and the protection of the environment. These environmental laws and regulations include those relating to the use, generation, storage, handling, transportation, treatment and disposal of solid and hazardous materials and wastes, emissions to air, discharges to waters and the investigation and remediation of contamination. Many of these laws impose strict, retroactive, joint and several liability upon owners and operators of properties, including with respect to environmental matters that occurred prior to the time the party became an owner or operator. In addition, we may have liability with respect to third party sites to which we send waste for disposal. Failure to comply with such laws and regulations can result in significant fines, penalties, costs, liabilities or restrictions on operations that could negatively affect our business, financial condition or results of operations. From time to time, we have been involved in administrative or legal proceedings relating to environmental, health or safety matters and have in the past incurred expenditures relating to such matters.
We believe that our operations are in substantial compliance with applicable environmental laws and regulations. However, additional environmental issues relating to presently known or unknown matters could give rise to currently unanticipated investigation, assessment or expenditures. Compliance with more stringent laws or regulations, as well as different interpretations of existing laws, more vigorous enforcement by regulators or unanticipated events, could require additional expenditures that may materially affect our business, financial condition or results of operations.
18
Federal, state, local, foreign and international laws and regulations relating to land-use, noise and air pollution may have a negative impact on our future sales and results of operations.
The products in our powered vehicles line are used in vehicles which are subject to numerous federal, state, local, foreign and international laws and regulations relating to noise and air-pollution. Powered vehicles, and even bikes, have become subject to laws and regulations prohibiting their use on certain lands and trails. For example, in San Mateo County, California, mountain bikes are not allowed on county trails, and ATV and Side-by-Side riding is not allowed in Zion National Park, among many other national and state parks. In addition, recreational snowmobiling has been restricted in some national parks and federal lands in Canada, the United States and other countries. If more of these laws and regulations are passed and the users of our products lose convenient locations to ride their mountain bikes and powered vehicles, our sales could decrease and our business, financial condition or results of operations could suffer.
Fuel shortages, or high prices for fuel, could have a negative effect on the use of powered vehicles that use our products.
Gasoline or diesel fuel is required for the operation of the powered vehicles that use our products. There can be no assurance that the supply of these fuels will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel and substantial increases in the price of fuel could have a material adverse effect on our powered vehicle product category in the future, which could have a negative effect on our business, financial condition or results of operations.
We do not control our suppliers or OEMs, or require them to comply with a formal code of conduct, and actions that they might take could harm our reputation and sales.
We do not control our suppliers or OEMs or their labor, environmental or other practices. A violation of labor, environmental, intellectual property or other laws by our suppliers or OEMs, or a failure of these parties to follow generally accepted ethical business practices, could create negative publicity and harm our reputation. In addition, we may be required to seek alternative suppliers or OEMs if these violations or failures were to occur. We do not inspect or audit compliance by our suppliers or OEMs with these laws or practices, and we do not require our suppliers or OEMs or licensees to comply with a formal code of conduct. Any conduct or actions that our suppliers could take could reduce demand for our products, harm our ability to meet demand or harm our reputation, brand image, business, financial condition or results of operations.
We depend on a limited number of suppliers for our materials and component parts for some of our products, and the loss of any of these suppliers or an increase in cost of raw materials could harm our business.
We depend on a limited number of suppliers for certain components. If our current suppliers, in particular the minority of those which are "single-source" suppliers, are unable to timely fulfill orders, or if we are required to transition to other suppliers, we could experience significant production delays or disruption to our business. We define a single-source supplier as a supplier from which we purchase all of a particular raw material or input used in our manufacturing operations, although other suppliers are available from which to purchase the same raw material or input or an equivalent substitute. We do not maintain long term supply contracts with any of our suppliers and instead purchase these components on a purchase order basis. As a result, we cannot force any supplier to sell us the necessary components we use in creating our products and we could face significant supply disruptions should they refuse to do so. As the majority of our bike component manufacturing occurs in Taiwan, we could experience difficulties locating qualified suppliers geographically located closer to these facilities. Furthermore, such suppliers could experience difficulties in providing us with some or all of the materials we require, which could result in disruptions in our manufacturing operations. If we experience difficulties with our suppliers or manufacturing delays caused by our suppliers, whether in connection with our manufacturing operations in the United States or in Taiwan, our business, financial condition and results of operations could be materially and adversely impacted.
In addition, we purchase various raw materials in order to manufacture our products. The main commodity items purchased for production include aluminum, magnesium, steel and carbon. Historically, price fluctuations for these components and raw materials have not had a material impact on our business. In the future, however, if we experience material increases in the price of components or raw materials and are unable to pass on those increases to our customers, or there are shortages in the availability of such component parts or raw materials, it could negatively affect our business, financial condition or results of operations.
In addition to our various single-source suppliers, we also rely on one "sole-source" supplier, Miyaki Corporation, or Miyaki. We define a sole-source supplier as a supplier of a raw material or input for which there is no other supplier of the same product or an equivalent substitute. Miyaki is the exclusive producer of the Kashima coating for our suspension component tubes. As part of our agreement with Miyaki, we have been granted the exclusive right to use the trademark "KASHIMACOAT" on products comprising the aluminum finished parts for suspension components (e.g., tubes) and on related sales and marketing material worldwide, subject to certain exclusions. Although we believe we could obtain other coatings of comparable utility from other sources if necessary, we could no longer obtain this specific Kashima coating or use the trademark "KASHIMACOAT" if Miyaki were to stop supplying us with this coating. The need to replace the Kashima coating could temporarily disrupt our business and harm our business, financial condition or results of operations.
19
Regulations related to conflict minerals may force us to incur additional expenses and otherwise adversely impact our business.
The SEC rules regarding disclosure of the use of tin, tantalum, tungsten and gold, known as conflict minerals, in products manufactured by public companies require ongoing due diligence to determine whether such minerals originated from the Democratic Republic of Congo, or the DRC, or an adjoining country and whether such minerals helped finance the armed conflict in the DRC. As a public company, we are required to comply with the reporting obligations annually. There are costs associated with complying with these disclosure requirements, including costs to determine the origin of conflict minerals in our products. The effect of such rules on customer, supplier and/or consumer behavior could adversely affect the sourcing, supply and pricing of materials used in our products. As a result, we may also incur costs with respect to potential changes to products, processes or sources of supply. We may face disqualification as a supplier for customers and reputational challenges if our due diligence procedures do not enable us to verify the origins for all conflict minerals used in our products or to determine if such conflict minerals are conflict-free. Accordingly, these rules could have a material adverse effect on our business, results of operations and/or financial condition.
The transition of a majority of the manufacturing of our bike suspension component products to our facility in Taiwan may negatively impact our brand image and consumer loyalty, which in turn could have a material adverse impact on our business and results of operations.
During 2015, we transitioned the majority of the manufacturing of our bike suspension component products to our facility in Taiwan. No assurances can be given that consumers will not be adversely influenced by the fact that such products will no longer be manufactured in the United States or that consumers and OEM customers may not otherwise perceive that the quality of our products is lowered as a result of the fact that the majority are manufactured overseas. Such perceptions could adversely impact our business, financial condition or results of operations.
We may incur higher employee costs in the future.
We are subject to government mandated wage and benefit laws and regulations. For example, the State of California, where a substantial number of our employees are located, has passed regulations increasing minimum wage rates from $9.00 per hour to $10.00 per hour, effective January 1, 2016. Additionally, on March 31, 2016, the California Legislature passed legislation which was designed to raise the statewide minimum wage gradually until it reaches $15.00 per hour in 2022 and it was signed into law on April 4, 2016. Under the new California law, the minimum wage would increase to $10.50 per hour in 2017, $11.00 in 2018 and then increase by an additional dollar each calendar year through 2022 when it reaches $15.00 per hour.
We maintain a self-insured healthcare plan for our US based employees. We have insurance coverage in place for individual claims above a specified amount in any year. Inflation in healthcare costs, as well as additional costs we may incur as a result of current or future federal or state healthcare legislation and regulations, including the Affordable Care Act, could significantly increase our employee healthcare costs in the future. Continued increases in our employee costs could adversely affect our earnings, financial condition and liquidity.
We rely on increasingly complex information systems for management of our manufacturing, distribution, sales and other functions. If our information systems fail to perform these functions adequately or if we experience an interruption in our operations, our business could suffer.
All of our major operations, including manufacturing, distribution, sales and accounting, are dependent upon our complex information systems. Our information systems are vulnerable to damage or interruption from, among other things:
•
earthquake, fire, flood, hurricane and other natural disasters;
•
power loss, computer systems failure, internet and telecommunications or data network failure; and
•
hackers, computer viruses, software bugs or glitches.
Any damage or significant disruption in the operation of such systems or the failure of our information systems to perform as expected could disrupt our operations, reduce our efficiency, delay our fulfillment of customer orders or require significant unanticipated expenditures to correct, and thereby have a negative effect on our business, financial condition or results of operations.
In May 2015, we began the process of implementing a global enterprise resource planning system (ERP). The pilot phase of the new ERP was completed in fiscal 2016. Remaining operations will be phased in over the next few fiscal years. ERP implementations are complex and time consuming projects that involve substantial expenditures on system software and implementation activities. ERP implementations also require transformation of business and financial processes in order to reap the benefits of the ERP system. Any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations. Our business and results of operations may be adversely affected if we experience operating problems or cost overruns during the ERP implementation process, or if the ERP system and the associated process changes do not give rise to the benefits that we expect.
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Additionally, if we do not effectively implement the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected.
We could be negatively impacted by cyber security attacks.
We use a variety of information technology systems in the ordinary course of business, which are potentially vulnerable to unauthorized access, computer viruses and cyber-attacks, including cyber-attacks to our information technology infrastructure and attempts by others to gain access to our propriety or sensitive information, and ranging from individual attempts to advanced persistent threats. The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cyber security incidents. The results of these incidents could include misstated financial data, theft of trade secrets or other intellectual property, liability for disclosure of confidential customer, supplier or employee information, increased costs arising from the implementation of additional security protective measures, litigation and reputational damage, which could materially adversely affect our financial condition, business and results of operations. Any remedial costs or other liabilities related to cybersecurity incidents may not be fully insured or indemnified by other means.
Our operations may be impaired if our information technology systems fail to perform adequately or if they are the subject of a data breach or cyber attack.
Information technology systems are critically important to operating our business. We rely on information technology systems to manage business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of any of the information technology systems to perform as anticipated could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers, which could materially adversely affect our financial condition, business and results of operations.
We have grown and may continue to grow in the future through acquisitions. Growth by acquisitions involves risks and we may not be able to effectively integrate businesses we acquire or we may not be able to identify or consummate any future acquisitions on favorable terms, or at all.
We intend to selectively evaluate additional acquisitions in the future. Any acquisitions that we might make are subject to various risks and uncertainties and could have a negative impact on our business, financial condition or results of operations. These risks include the inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which may be spread out in different geographic regions), the inability to achieve anticipated cost savings or operating synergies, the earn-outs we may contractually obligate ourselves to pay, and the risk we may not be able to effectively manage our operations at an increased scale of operations resulting from such acquisitions. In the event we do complete acquisitions in the future, such acquisitions could affect our cash flows and net income as we expend funds, increase indebtedness and incur additional expenses in connection with pursuing acquisitions. We may also issue shares of our common stock or other securities from time to time as consideration for future acquisitions and investments. We may not be able to identify or consummate any future acquisitions on favorable terms, or at all.
We have significant earn-out payment obligations relating to the acquisitions of the businesses of Sport Truck and Race Face/Easton, which may adversely affect our liquidity and financial condition and results of operations.
In March 2014, we acquired the business of Sport Truck for approximately
$40.8 million
, including contingent consideration with an estimated acquisition date fair value of
$19.0 million
. As of December 30, 2016,
$14.7 million
of contingent consideration has been paid under this arrangement and
$5.5 million
is expected to be paid in 2017, based on actual fiscal 2016 financial performance. The payment of the amount due could adversely impact our liquidity and financial condition.
On December 12, 2014, we acquired the businesses of Race Face/Easton for approximately
$29.9 million
U.S. Dollars. The terms of the asset purchase agreement included a potential earn-out opportunity of up to a maximum of approximately
$19.5 million
Canadian Dollars earn-out compensation, of which
$10.5 million
remains due (equivalent to approximately
$7.8 million
U.S. Dollars at the
December 30, 2016
rate). In November 2015, the Company entered into an amendment to the purchase agreement to remove the performance-based financial targets associated with the earn-out and guarantee the maximum earn-out amount payable in 2016 and 2017, subject to conditions including continued employment by the Race Face/Easton Chief Executive. In accounting for the acquisition of Race Face/Easton, the earn-out payments have been excluded from the consideration paid. We recognize the estimated value of the earn-out liability on a ratable basis as services are performed under the employment obligation. Our recognition of the earn-out liability and the payment of amounts due could adversely impact our liquidity, financial condition and results of operations.
Our operating results are subject to quarterly variations in our sales, which could make our operating results difficult to predict and could adversely affect the price of our common stock.
We have experienced, and expect to continue to experience, substantial quarterly variations in our sales and net income. Our quarterly results of operations fluctuate, in some cases significantly, as a result of a variety of other factors, including, among other things:
21
•
the timing of new product releases or other significant announcements by us or our competitors;
•
new advertising initiatives;
•
fluctuations in raw materials and component costs; and
•
changes in our practices with respect to building inventory.
As a result of these quarterly fluctuations, comparisons of our operating results between different quarters within a single year are not necessarily meaningful and may not be accurate indicators of our future performance. Any quarterly fluctuations that we report in the future may differ from the expectations of market analysts and investors, which could cause the price of our common stock to fluctuate significantly. We also believe that the seasonal nature of our business may have been overshadowed over each of the past few years due to the rapid growth in sales we have experienced during the same period.
Our beliefs regarding the future growth of the performance suspension and ride dynamics product market are supported by qualitative data and limited sources and may not be reliable. A reduction or lack of continued growth in the popularity of high-end bikes, bikes or powered vehicles or in the number of consumers who are willing to pay premium prices for well-designed performance-oriented equipment in the markets in which we sell our products could adversely affect our product sales and profits, financial condition or results of operations.
We generate virtually all of our revenues from sales of performance suspension and ride dynamics products. Our beliefs regarding the outlook of the performance suspension product market come from qualitative data and limited sources, which may not be reliable. If our beliefs regarding the opportunities in the market for our products are incorrect or the number of consumers who we believe are willing to pay premium prices for well-designed performance-oriented equipment in the markets in which we sell our products does not increase, or declines, we may fail to achieve future growth and our business, financial condition or results of operations could be negatively affected.
The obligations associated with being a public company require significant resources and management attention.
Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act, requires annual management assessments of the effectiveness of our internal control over financial reporting and generally requires a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the JOBS Act, our independent registered public accounting firm has not been required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act because we are an "emerging growth company." We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year 2018, the year end which follows the fifth anniversary of the completion of our IPO; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We may become a large accelerated filer as early as 2017 fiscal year end.
The rules governing the standards that have been met by our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We may encounter problems or delays in completing the implementation of any improvements necessitated by acquisitions, system implementations, or growth in the volume or nature of our business activities. Additionally, we may encounter difficulties in receiving an unqualified opinion on the effectiveness of the internal controls over financial reporting in connection with the attestation provided by our independent registered public accounting firm. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the price of our common stock could decline.
As we transition from our status as “an emerging growth company,” we may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff, which will increase our administrative costs. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.
22
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. The identification of a material weakness could indicate a lack of controls adequate to generate accurate financial statements that, in turn, could cause a loss of investor confidence and decline in the market price of our common stock. We cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods or maintain all of the controls necessary for continued compliance. Likewise, we cannot assure you that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies.
Risks related to ownership of our common stock
The trading price of our common stock may be volatile, and you might not be able to sell your shares at or above the price you pay for the shares.
The trading price of our common stock could be volatile, and you could lose all or part of your investment in our common stock. Since our IPO in 2013, our stock price has fluctuated between $28.25 and $13.35 per share and such volatility may continue in the future. Factors affecting the trading price of our common stock could include:
•
variations in our operating results or those of our competitors;
•
new product or other significant announcements by us or our competitors;
•
changes in our product mix;
•
changes in consumer preferences;
•
fluctuations in currency exchange rates;
•
the gain or loss of significant customers;
•
recruitment or departure of key personnel;
•
changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;
•
changes in general economic conditions as well as conditions affecting our industry in particular; and
•
sales of our common stock by us, our significant stockholders or our directors or executive officers.
In addition, in recent years, the stock market has experienced significant price fluctuations. Fluctuations in the stock market generally or with respect to companies in our industry could cause the trading price of our common stock to fluctuate for reasons unrelated to our business, operating results or financial condition. Some companies that have had volatile market prices for their securities have had securities class actions filed against them. A suit filed against us, regardless of its merits or outcome, could cause us to incur substantial costs and could divert management’s attention.
Future sales of our shares, or the perception that such sales may occur, could cause our stock price to decline.
If our existing stockholders sell substantial amounts of our common stock in the public market, or are perceived by the public market as intending to sell, the trading price of our common stock could decline. As of
December 30, 2016
, we had
36,890,872
shares of common stock outstanding of which
27,788,174
are freely tradable in the public market. As of
December 30, 2016
,
9,102,699
shares of common stock outstanding were held by directors, executive officers and other affiliates and are subject to volume and manner of sale limitations under Rule 144 under the Securities Act.
After our IPO, we filed a registration statement under the Securities Act to register shares of our common stock that we may issue under our equity plans. As a result, all such shares can be freely sold in the public market upon issuance, subject to any vesting or contractual lock-up agreements.
In March, 2015 we filed a Shelf Registration Statement on Form S-3 with the SEC to enable us, and certain of our stockholders, to quickly go to market should we, or certain of our stockholders, wish to sell our common stock, or additionally, in our case, certain other debt instruments. In March 2016, pursuant to the Form S-3, Compass sold 2,500,000 shares of the Company's common stock at $15.895 per share in an underwritten transaction, and Mr. Fox granted the underwriter, Jefferies LLC, an over-allotment option to purchase up to 375,000 shares of the Company's common stock owned by Mr. Fox, which expired unexercised.
23
Concurrently, the Company repurchased 500,000 shares of its common stock held by Compass for a total of $7.9 million, pursuant to a stock repurchase program that was authorized by our board of directors in February 2016.
On August 12, 2016, the Company completed another underwritten secondary offering, whereby Compass and Mr. Fox sold 4,025,000 shares of the Company's common stock, $0.001 par value per share, in the aggregate to Merrill Lynch, Pierce, Fenner & Smith Incorporated at $18.00 per share.
On November 16, 2016, the Company completed an additional underwritten secondary offering, whereby Compass and Mr. Fox sold 4,025,000 shares of the Company's common stock, $0.001 par value per share, in the aggregate to Robert W. Baird & Co. Incorporated and William Blair & Company, L.L.C. at $20.51 per share.
In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue 90,000,000 shares of common stock, of which
36,890,872
shares were outstanding as of
December 30, 2016
. In the future, we may issue additional shares of common stock or other equity or debt securities convertible into common stock in connection with a financing, acquisition or otherwise. If any of these additional shares described are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.
We are an "emerging growth company," and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory "say-on-pay" and "say-when-on-pay" votes on executive compensation and shareholder advisory votes on golden parachute compensation.
We cannot predict if investors will find our common stock less attractive to the extent we continue to rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Our inability to successfully recruit and appoint a new independent member to our Board of Directors may result in our failure to regain compliance with NASDAQ listing rules and our common stock may be delisted from the Nasdaq Global Select Market, which may reduce the price of our common stock and levels of liquidity available to our stockholders.
On January 12, 2017, Joseph Hagin resigned from our Board of Directors (the “Board”). Mr. Hagin was an independent director of the Company and, as a result of his resignation, the Board no longer comprises a majority of independent directors (as defined by NASDAQ Listing Rule 5605(a)(2)), as required by NASDAQ Listing Rule 5605(b)(1). On January 12, 2017, in accordance with the NASDAQ Listing Rules, the Company notified NASDAQ of the effectiveness of Mr. Hagin’s resignation, the resulting noncompliance with NASDAQ Listing Rule 5605(b)(1) and its desire to use the cure period provided by NASDAQ Listing Rule 5605(b)(1)(A). Later on January 12, 2017, the Company received a notice from NASDAQ acknowledging the Company’s non-compliance and confirming that NASDAQ will provide the Company with the requisite cure period. In accordance with NASDAQ Listing Rule 5605(b)(1)(A), the Company has until the earlier of the Company’s next annual shareholders’ meeting or January 12, 2018, or if the Company’s next annual shareholders’ meeting is held before July 12, 2017, then the Company has until July 12, 2017 to regain compliance with NASDAQ Listing Rule 5605(b)(1). The Board is currently reviewing candidates to replace Mr. Hagin on the Board. If we fail to regain compliance with NASDAQ Listing Rules, our common stock may be delisted from the Nasdaq Global Select Market. Therefore, there can be no assurance that the Listing Council will determine to continue the listing of our common stock on the Nasdaq Global Select Market. If our common stock is delisted, it may become more difficult for our stockholders to sell our stock in the public market and the price of our common stock may be adversely affected. Delisting from the Nasdaq Global Select Market could also result in other negative implications including the potential loss or reduction of confidence by customers, creditors, suppliers and employees, the potential loss or reduction of investor interest, and fewer business development opportunities, any of which could materially adversely affect our results of operations and financial condition.
If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades our stock or publishes unfavorable research about our business or our industry, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.
24
Compass and our directors and officers and insiders will be able to influence corporate matters.
As of
December 30, 2016
, Compass beneficially owns approximately
13.8%
of our outstanding common stock. Compass, our directors and executive officers, and their affiliates beneficially own, in the aggregate, approximately
24.7%
of our outstanding common stock. As a result, these stockholders are able to exercise influence over all matters requiring stockholder approval, including the election of directors, amendment of our Amended and Restated Certificate of Incorporation, and approval of any merger, consolidation, or sale of all, or substantially all, of our assets or other significant corporate transactions. In addition, Compass continues to have input on all matters before our board of directors because our director Elias Sabo is affiliated with Compass. So long as Compass or any of its affiliates continue to indirectly own a significant amount of our outstanding common stock, they will continue to be able to influence our decisions.
In addition, Compass is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that may compete directly or indirectly with us. Compass may also pursue acquisition opportunities that are complementary to our business and, as a result, those acquisition opportunities may not be available to us.
Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company.
Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, or our Charter Documents, as well as Delaware law, contain provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Among other things, these provisions:
•
authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to discourage a takeover attempt;
•
establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;
•
require that directors be removed from office only for cause;
•
provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;
•
from and after the date that Compass and its affiliates no longer collectively beneficially own (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, at least a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, or the Trigger Date, prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders;
•
provide that special meetings of our stockholders may be called only by our board of directors, our Chairperson of the board of directors, our Lead Director (if we do not have a Chairperson or the Chairperson is disabled), our Chief Executive Officer or our President (in the absence of a Chief Executive Officer) or, until the Trigger Date, Compass;
•
from and after the Trigger Date, require supermajority stockholder voting for our stockholders to effect certain amendments to our Charter Documents; and
•
establish advance notice requirements for nominations for elections to our board of directors or for proposing other matters that can be acted upon by stockholders at stockholder meetings.
In addition, we are subject to Section 203 of the General Corporation Law of the State of Delaware, or DGCL, which generally prohibits a Delaware corporation from engaging in any broad range of business combinations with a stockholder owning 15% or more of such corporation’s outstanding voting stock for a period of three years following the date on which such stockholder became an "interested" stockholder. In order for us to consummate a business combination with an interested stockholder within three years of the date on which the stockholder became interested, either (i) the business combination or the transaction that resulted in the stockholder becoming interested must be approved by our board of directors prior to the date the stockholder became interested, (ii) the interested stockholder must own at least 85% of our outstanding voting stock at the time the transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans) or (iii) the business combination must be approved by our board of directors and authorized by at least two-thirds of our stockholders (excluding the interested stockholder) at a special or annual meeting (not by written consent). This provision could have the effect of delaying or preventing a change in control, whether or not it is desired by or beneficial to our stockholders. Any delay or prevention of a change in control transaction or changes in our board of directors and management could deter potential acquirers or prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares of our common stock.
25
Our Amended and Restated Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Our Amended and Restated Certificate of Incorporation provides that, with certain limited exceptions, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of our company owed to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our Charter Documents, (iv) any action to interpret, apply, enforce or determine the validity of our Charter Documents, or (v) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
None.
At
December 30, 2016
, we occupy the following square footage by location:
|
United States
|
Other Countries
|
Total
|
|||||||
|
Leased facilities
|
411,000
|
|
263,000
|
|
674,000
|
|
|||
|
Owned facilities
|
146,000
|
|
—
|
|
146,000
|
|
|||
|
Total
|
557,000
|
|
263,000
|
|
820,000
|
|
|||
Our headquarters as well as certain research and development and manufacturing operations are located in California. We also manufacture in the US state of Michigan and internationally in Taiwan and Canada, and maintain sales and service offices in the US and Europe.
We believe that our properties are generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional space in the future, we believe that it would be readily available on commercially reasonable terms.
A lawsuit was filed on December 17, 2015 by SRAM Corporation (“SRAM”) in the U.S. District Court, Northern District of Illinois, against the Company’s wholly-owned subsidiary, RFE Canada Holding Corp. (“RFE Canada”). The suit alleges patent infringement of U.S. Patent number 9,182,027 and violation of the Lanham Act. SRAM filed a second lawsuit in the same court against RFE Canada on May 16, 2016. That suit alleges patent infringement of U.S patent number 9,291,250.
The Company believes the lawsuits are without merit and intends to vigorously defend itself. As such, the Company has filed, before the U. S. Patent and Trademark Appeals Board ("PTAB"), for an Inter-parties Review of the US Patent 9,182,027 and for a Post Grant Review of the U. S. Patent 9,291,250.
In a separate action the Company filed a lawsuit on January 29, 2016 in the U.S. District Court, Northern District of California against SRAM. That suit alleges SRAM’s infringement of two separate Company owned patents, specifically U.S. Patent numbers 6,135,434 and 6,557,674. A second lawsuit was filed by the Company on July 1, 2016 in the U.S. District Court, Northern District of California against SRAM. That suit alleges SRAM’s infringement of the Company’s U.S. Patent numbers 8,226,172 and 8,974,009.
26
The Company and SRAM have been in discussions and mediation regarding these matters.
The SRAM lawsuits against the Company have been stayed by the Court in Illinois pending a PTAB determination in the Company filed SRAM patent reviews.
Meanwhile the Company filed lawsuits have moved forward as scheduled by the courts. Due to the early stage of this lawsuit and the inherent uncertainties of litigation, the Company is not able to predict either the outcome or a range of reasonably possible losses, if any, at this time. Accordingly, no amounts have been recorded in the consolidated financial statements for the settlement of these matters. Were an unfavorable ruling to occur, or if factors indicate that a loss is probable and reasonably estimable, the Company's business, financial condition or results of operations could be materially and adversely affected.
The Company is involved in other legal matters that arise in the ordinary course of business. Based on information currently available, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's financial condition, results of operations or cash flows.
Not applicable.
27
Market Information
Our common stock has been listed on the NASDAQ Global Select Market under the symbol "FOXF" since August 8, 2013. Our IPO was priced at $15.00 per share on August 8, 2013. Prior to that date, there was no public trading market for our common stock.
The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the NASDAQ Global Select Market.
|
|
High
|
|
Low
|
||||
|
Year Ending December 31, 2015
|
|||||||
|
Quarter ended March 31, 2015
|
$
|
16.28
|
|
|
$
|
14.67
|
|
|
Quarter ended June 30, 2015
|
17.14
|
|
14.99
|
|
|||
|
Quarter ended September 30, 2015
|
16.86
|
|
14.92
|
|
|||
|
Quarter ended December 31, 2015
|
19.38
|
|
16.50
|
|
|||
|
Year Ending December 30, 2016
|
|||||||
|
Quarter ended April 1, 2016
|
$
|
17.67
|
|
|
$
|
14.14
|
|
|
Quarter ended July 1, 2016
|
18.37
|
|
15.46
|
|
|||
|
Quarter ended September 30, 2016
|
22.97
|
|
17.26
|
|
|||
|
Quarter ended December 30, 2016
|
27.75
|
|
20.20
|
|
|||
On
February 23, 2017
, the closing price per share of our common stock as reported on the NASDAQ Global Select Market was $27.50 per share.
Stockholders
As of
February 23, 2017
, there were approximately 10 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We did not declare or pay any dividends in the years ended December 30, 2016 and December 31, 2015. In addition, our Second Amended and Restated Credit Facility contains covenants limiting our ability to pay dividends to our stockholders. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Second Amended and Restated Credit Facility." Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and any other factors that our board of directors may deem relevant.
Equity Compensation Plan Information
For equity compensation plan information refer to Item 12 in Part III of this Annual Report on Form 10-K.
28
Performance Graph
The following graph shows a comparison from August 8, 2013 (the date our common stock commenced trading on the NASDAQ) through
December 30, 2016
of the total cumulative return of our common stock with the total cumulative return of the NASDAQ Composite Index (the "NASDAQ Composite"), and S&P 500 Index ("S&P 500"). The figures represented below assume an investment of $100 in our common stock at the closing price of $18.61 on August 8, 2013 and in the NASDAQ Composite and S&P 500. Data for the NASDAQ Composite and S&P 500 assume reinvestment of dividends. The comparisons in the graph are historical and are not intended to forecast or be indicative of possible future performance of our common stock.
This performance graph shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Issuer Purchases of Equity Securities
The table below sets forth information regarding repurchases of our common stock by us during the three months ended
December 30, 2016
.
|
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid per Share
|
Total Number of Share Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||||||
|
10/1 - 11/4
|
707
|
|
$
|
20.20
|
|
—
|
|
$
|
32,052,500
|
|
||||
|
11/5 - 12/2
|
—
|
|
$
|
—
|
|
—
|
|
$
|
32,052,500
|
|
||||
|
12/3 - 12/30
|
—
|
|
$
|
—
|
|
—
|
|
$
|
32,052,500
|
|
||||
|
Total
|
707
|
|
$
|
20.20
|
|
—
|
|
$
|
32,052,500
|
|
||||
|
(1) Includes shares acquired from holders of restricted stock unit awards to satisfy tax withholding obligations.
|
||||||||||||||
|
(2) On February 25, 2016, the Company's Board of Directors authorized a share repurchase program for up to $40 million of the Company’s common shares outstanding. The repurchase program will expire on December 31, 2017.
|
||||||||||||||
29
The following selected consolidated financial and other data should be read in conjunction with, and are qualified by reference to, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report. The consolidated statements of income data for the years ended December 30, 2016, December 31, 2015 and December 31, 2014, and the consolidated balance sheet data as of December 30, 2016 and December 31, 2015 are derived from the audited consolidated financial statements that are included elsewhere in this Annual Report. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. The consolidated statements of income data for the years ended December 31,
2013
and
2012
as well as the consolidated balance sheet data as of December 31,
2014
,
2013
and
2012
, are derived from audited consolidated financial statements that are not included in this Annual Report. Our historical results are not necessarily indicative of the results to be expected in the future.
|
For the fiscal years ended
|
|||||||||||||||||||
|
(in thousands, except per share data)
|
|||||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
|
Sales
|
$
|
403,077
|
|
$
|
366,798
|
|
$
|
306,734
|
|
$
|
272,746
|
|
$
|
235,869
|
|
||||
|
Cost of sales (1)
|
276,689
|
|
254,756
|
|
212,314
|
|
192,617
|
|
173,040
|
|
|||||||||
|
Gross profit
|
126,388
|
|
112,042
|
|
94,420
|
|
80,129
|
|
62,829
|
|
|||||||||
|
Operating expenses:
|
|||||||||||||||||||
|
Sales and marketing (1)
|
25,796
|
|
23,182
|
|
19,192
|
|
14,153
|
|
12,570
|
|
|||||||||
|
Research and development (1)
|
18,459
|
|
17,001
|
|
13,642
|
|
10,409
|
|
9,727
|
|
|||||||||
|
General and administrative (1)
|
27,693
|
|
21,053
|
|
17,683
|
|
11,408
|
|
9,063
|
|
|||||||||
|
Amortization of purchased intangibles
|
2,988
|
|
8,525
|
|
6,424
|
|
5,378
|
|
5,315
|
|
|||||||||
|
Fair value adjustment of contingent consideration and acquisition related compensation
|
5,911
|
|
6,937
|
|
2,856
|
|
—
|
|
—
|
|
|||||||||
|
Total operating expenses
|
80,847
|
|
76,698
|
|
59,797
|
|
41,348
|
|
36,675
|
|
|||||||||
|
Income from operations
|
45,541
|
|
35,344
|
|
34,623
|
|
38,781
|
|
26,154
|
|
|||||||||
|
Other expense, net:
|
|
|
|
|
|||||||||||||||
|
Interest expense
|
2,088
|
|
1,549
|
|
999
|
|
4,125
|
|
3,486
|
|
|||||||||
|
Other (income) expense, net
|
363
|
|
(449
|
)
|
(693
|
)
|
(12
|
)
|
277
|
|
|||||||||
|
Total other expense, net
|
2,451
|
|
1,100
|
|
306
|
|
4,113
|
|
3,763
|
|
|||||||||
|
Income before income taxes
|
43,090
|
|
34,244
|
|
34,317
|
|
34,668
|
|
22,391
|
|
|||||||||
|
Provision for income taxes
|
7,415
|
|
9,290
|
|
6,631
|
|
10,566
|
|
8,181
|
|
|||||||||
|
Net income
|
$
|
35,675
|
|
$
|
24,954
|
|
$
|
27,686
|
|
$
|
24,102
|
|
$
|
14,210
|
|
||||
|
Earnings per share:
|
|
|
|
|
|
|
|||||||||||||
|
Basic
|
$
|
0.97
|
|
$
|
0.67
|
|
$
|
0.75
|
|
$
|
0.70
|
|
$
|
0.44
|
|
||||
|
Diluted
|
$
|
0.94
|
|
$
|
0.66
|
|
$
|
0.73
|
|
$
|
0.68
|
|
$
|
0.44
|
|
||||
|
Weighted average shares used to compute earnings per share:
|
|
|
|
|
|||||||||||||||
|
Basic
|
36,799
|
|
36,989
|
|
36,756
|
|
34,571
|
|
32,059
|
|
|||||||||
|
Diluted
|
37,801
|
|
37,894
|
|
37,807
|
|
35,705
|
|
32,515
|
|
|||||||||
|
Dividends per share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.00
|
|
||||
30
|
(1) Includes stock-based compensation as follows:
|
||||||||||||||||||||
|
For the fiscal years ended
|
||||||||||||||||||||
|
(in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
|
|
|
|
|
|||||||||||||||||
|
Cost of sales
|
$
|
139
|
|
$
|
82
|
|
$
|
43
|
|
$
|
23
|
|
$
|
—
|
|
|||||
|
Sales and marketing
|
598
|
|
430
|
|
279
|
|
158
|
|
160
|
|
||||||||||
|
Research and development
|
357
|
|
178
|
|
88
|
|
53
|
|
29
|
|
||||||||||
|
General and administrative
|
5,129
|
|
4,217
|
|
3,634
|
|
2,266
|
|
1,959
|
|
||||||||||
|
Total
|
$
|
6,223
|
|
$
|
4,907
|
|
$
|
4,044
|
|
$
|
2,500
|
|
$
|
2,148
|
|
|||||
|
For the fiscal years ended
|
||||||||||||||||||||
|
(in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
|
Cash and cash equivalents
|
$
|
35,280
|
|
$
|
6,944
|
|
$
|
4,212
|
|
$
|
1,683
|
|
$
|
15
|
|
|||||
|
Inventory
|
71,243
|
|
68,202
|
|
59,191
|
|
42,783
|
|
34,255
|
|
||||||||||
|
Working capital
|
95,876
|
|
57,971
|
|
48,056
|
|
39,884
|
|
25,142
|
|
||||||||||
|
Property, plant and equipment, net
|
32,262
|
|
26,094
|
|
19,759
|
|
13,418
|
|
11,789
|
|
||||||||||
|
Total assets
|
335,600
|
|
277,716
|
|
258,437
|
|
157,729
|
|
142,120
|
|
||||||||||
|
Total debt, including current portion (1)
|
66,683
|
|
47,881
|
|
50,000
|
|
8,000
|
|
59,250
|
|
||||||||||
|
Total stockholders’ equity (2)
|
184,937
|
|
152,260
|
|
128,806
|
|
92,292
|
|
29,584
|
|
||||||||||
|
(1)
|
In June 2012, we completed a recapitalization (the "2012 Recapitalization"). In connection with the 2012 Recapitalization, we amended our debt. Concurrently with the closing of our IPO in August 2013, we used the net proceeds that we received from the IPO to repay our then outstanding indebtedness. In 2014, in connection with our acquisitions, we entered into amendments to our credit facility, borrowing $80.0 million under a secured term loan. In 2016, we entered into the Second Amended and Restated Credit Facility, with a refinanced term loan principal balance of $75.0 million. The principal balance of the term loan was
$66.7 million
at
December 30, 2016
.
|
|
(2)
|
In connection with the 2012 Recapitalization, we paid a $67.0 million cash dividend, repurchased shares, and restructured certain stock-based compensation awards.
|
31
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled "Selected Financial Data" and the consolidated financial statements and related notes thereto included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. You should review the "Risk Factors" and "Special Note Regarding Forward-Looking Statements" sections of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a designer, manufacturer and marketer of ride dynamics component products used primarily on bicycles, side-by-side vehicles, or Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles, or ATVs, snowmobiles, specialty vehicles and applications, and motorcycles as well as suspension systems, or lift kits, used on trucks. Virtually all of our revenues were from our product sales; miscellaneous sources of revenue such as royalty income and service related repair work and the associated sale of components represented less than 1% of our sales in each of the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
.
We have determined that we operate in
one
reportable segment, which is the manufacturing, sale and service of ride dynamics products. Our products fall into the following two categories:
•
bikes; and
|
•
|
powered vehicles, including Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles.
|
A significant portion of our sales are dependent on the demand for high-end or premium-priced bikes and products. In each of the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, approximately
56%
,
58%
and
58%
, respectively, of our sales were attributable to sales of bike-related products and approximately
44%
,
42%
and
42%
, respectively, of our sales were attributable to sales of products for powered vehicles.
Our domestic sales totaled
$187.5 million
,
$163.1 million
and
$128.3 million
, or
47%
,
44%
and
42%
of our total sales in fiscal years
2016, 2015 and 2014
, respectively. Our international sales totaled
$215.5 million
,
$203.7 million
and
$178.4 million
, or
53%
,
56%
and
58%
of our total sales in fiscal years
2016, 2015 and 2014
, respectively. Sales attributable to countries outside the United States are based on shipment location. Our international sales, however, do not necessarily reflect the location of the end users of our products as many of our products are incorporated into bikes that are assembled at international locations and then shipped back to the United States. We estimate, based on our internal projections, that approximately one-third of the end users of our products are located outside the United States.
Opportunities, challenges and risks
We intend to focus on generating sales of our performance ride dynamics products through OEMs and in the aftermarket channel. To do this, we intend to continue to develop and introduce new and innovative products in our current end-markets and we intend to selectively develop products for applications and end-markets in which we do not currently participate. Currently, the majority of our sales are dependent on the demand for performance suspension products.
Our aftermarket distribution network currently consists of more than
5,000
retail dealers and distributors worldwide. To further penetrate the aftermarket channel, we intend to selectively add additional dealers and distributors in certain geographic markets, expand our internal sales force and strategically increase the number of aftermarket specific products and services which we offer for existing vehicle platforms. In addition, we believe international expansion represents a significant opportunity for us and we intend to selectively increase infrastructure investments and focus on identified geographic regions.
As a supplier to OEM customers, we are largely dependent on the success of the business of our OEM customers. Model year changes by our OEM customers may adversely impact our sales or cause our sales to vary from quarter to quarter. Losses in market share or a decline in the overall market of our OEM customers or the discontinuance by our OEM customers of their products which incorporate our products could negatively impact our business and our results of operations.
During 2015, we completed the process of moving a majority of the manufacturing of our bike suspension component products to our facility in Taichung, Taiwan. We anticipate that this transition will enable us to shorten production lead times to our bike OEM customers, improve supply chain efficiencies and reduce our manufacturing costs. The transition has had a positive impact on our operating margins and we expect continued benefits from the transition over time.
32
From time to time we have experienced, and may continue to experience, warranty costs and claims relating to our products. In the ordinary course of business, we reserve against such costs and claims in our financial statements. There is a risk, however, that in the future we will experience higher than expected warranty costs and claims, as well as other related costs.
We intend to evaluate selective potential acquisition opportunities for performance products and technologies that we believe will help us extend our ride dynamics product platform. Any acquisitions that we might make are subject to various risks and uncertainties and could have a negative impact on our results of operations. In addition, we may contractually obligate ourselves to contingent consideration or acquisition related compensation payments in conjunction with such acquisitions, which could have a negative impact on our cash flow and results of operations. See "Management’s discussion and analysis of financial condition and results of operations-Contractual obligations and commitments."
Basis of presentation
Sales are primarily comprised of:
Sales from:
•
Product sales:
consists of sales of products sold primarily to our OEM and aftermarket customers. We recognize revenue when products are shipped, title has transferred, collection of the receivable is probable, persuasive evidence of an arrangement exists, and the sales price to our customers is fixed or determinable;
•
Shipping and handling fees:
we include shipping and handling fees billed to customers in sales.
Net of:
•
Rebates:
consists of incentives we provide to customers based on sales of eligible products; and
•
Sales returns allowances:
consists of an estimate of our sales returns. This allowance is based upon estimates of the projected returns in future periods based on our experience with returns recorded in previous periods. Sales returns have not been significant to date.
We attribute our past growth in sales predominantly to increases in the number of units sold to our OEM customers in both our bike and powered vehicle product categories and to a lesser degree increases in our aftermarket sales in the powered vehicle product categories.
Cost of sales
The cost of sales includes the cost of purchased parts and manufactured products (raw materials consumed, the cost to procure materials, labor costs, including wages, and employee benefits, and factory overhead to produce finished good products), including:
•
the cost to inspect and repair products;
|
•
|
shipping costs associated with inbound freight. These costs are capitalized as part of inventory and included in cost of sales as the inventory is sold;
|
•
royalty expenses, including payments to certain parties for our use of licensed technology incorporated into our products;
•
freight expense incurred for certain shipments to customers, excluding customers who pay for their own freight;
•
warranty costs associated with the repair or replacement of products under warranty; and
|
•
|
reductions in the cost of inventory to its net realizable value, if required, for estimated excess, obsolescence or impaired balances.
|
Gross profit/gross margin
Our gross profit equals our sales minus cost of sales. Our gross margin measures our gross profit as a percentage of sales.
Our gross margins fluctuate based on production volumes, product, customer and channel mix and overall supply chain and manufacturing efficiencies. Generally, we earn higher gross margins on our products sold to the aftermarket channel. We are working on various efficiency initiatives designed to improve our gross margin, however we anticipate that our savings will be partially offset by lower gross margins resulting from a higher proportion of OEM sales in 2017.
Operating expenses
Our operating expenses consist of the following:
•
sales and marketing;
•
research and development;
•
general and administrative;
33
•
amortization of purchased intangibles; and
•
fair value adjustment of contingent consideration and acquisition related compensation.
Our sales and marketing expenses include costs related to our sales, customer service and marketing personnel, including their wages, employee benefits and related stock-based compensation, and occupancy related expenses. Other significant sales and marketing expenses include race support and sponsorships of events and athletes, advertising and promotions related to trade shows, travel and entertainment, promotional materials and products and our sales office costs.
Our research and development expenses consist primarily of salaries and personnel costs, including wages, employee benefits and related stock-based compensation for our engineering, research and development teams, occupancy related expenses, fees for third party consultants, service fees, and expenses for prototype tooling and materials, travel, and supplies. We expense research and development costs as incurred and such costs are included as research and development expenses on our consolidated statements of income.
Our general and administrative expenses include costs related to our executive, finance, information technology, business development, human resources and administrative personnel, including wages, employee benefits and related stock-based compensation expenses. We record professional and contract service expenses, occupancy related expenses associated with corporate locations and equipment, and legal expenses in general and administrative expenses.
Our amortization of intangibles includes amortization over their respective useful lives of our purchased intangible assets, such as customer lists and our core technology. Our intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. No impairments of intangible assets were identified in the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
.
Our fair value adjustments of contingent consideration and acquisition related compensation relates primarily to adjustments to our contingent consideration liability arising from the acquisition of Sport Truck as well as accruals for earn-outs related to our acquisition of Race Face/Easton. The Sport Truck liability is measured at fair value at each balance sheet date by considering actual results and applying a Black-Scholes model to the Company's financial projections for future periods. We expect our contingent consideration and acquisition related compensation for the Sport Truck and Race Face/Easton acquisitions to cease after the first quarter of 2017.
Income from operations
We define income from operations as gross profit less our operating expenses. We use income from operations as an indicator of the profitability of our business and our ability to manage costs.
Other expense, net
Other expense, net consists of interest expense and other (income) expense, net. Interest expense consists of interest charged to us under our credit facilities.
Other (income) expense, net consists of foreign currency transaction gains and losses, gains and losses on the disposal of fixed assets, and other miscellaneous items.
Income taxes
We are subject to income taxes in the United States and various other foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates than differ from those in the United States, although certain of our international earnings are also taxable in the United States. Effective in 2016, we restructured the majority of our international operations to allow for deferral of taxes on indefinitely reinvested international earnings. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income and the further apportionment of that income to state and local jurisdictions. Additionally, in future periods, our effective tax rate may vary depending on changes in tax laws in the various jurisdictions in which we do business.
Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of
December 30, 2016
, we did not have any valuation allowances recorded as we expect to fully utilize all of our deferred tax assets. As of
December 30, 2016
, our deferred tax assets include foreign tax credits and foreign net operating loss carryforwards of approximately $2,128 and $252, respectively, which begin to expire in 2025 and 2034, respectively, unless previously utilized. We also have federal and state research credits of approximately $455 and $1,496. The federal research credits begin to expire in 2036 unless previously utilized, and the state research credits do not expire. In the future, our effective tax rate could vary if we determine that there is a need to record a valuation allowance for our deferred tax assets, including those associated with credit carryforwards.
34
Stock-based compensation gives rise to deferred tax assets to the extent of the compensation expense recognized on non-qualified stock options that have not been exercised or expired and restricted stock awards that have not vested. As of
December 30, 2016
, our deferred tax assets include
$2.0 million
associated with stock-based compensation expense. We adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting in 2016, and as a result, will be required to record the difference between the deferred tax asset and the actual tax deduction for stock-based compensation as a component of our income tax expense. Prior to adoption, such differences were recorded as a component of equity. In 2016 and in future periods, our effective tax rate will vary based on such differences.
We are subject to examination of our income tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our income tax liabilities and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax liabilities and income tax expense may become necessary. Any such adjustments could have a significant impact on our effective tax rate.
Under U.S. generally accepted accounting principles, or GAAP, an uncertain income tax position will not be recognized unless it has a greater than 50% likelihood (i.e., more-likely-than-not) of being sustained and then, measured only to the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. We established liabilities for uncertain tax positions and deferred taxes associated with the deductibility of certain amortization and depreciation expenses. The liability for uncertain income tax positions represents the amount of tax we would be required to pay if certain tax deductions previously claimed on tax returns were not allowed upon examination by the taxing authorities. The liability for deferred taxes represents additional taxes that would be payable in future periods because of the potential non-deductibility of future amortization and depreciation expenses.
As of
December 30, 2016
, our balance sheet reflected a liability for unrecognized tax benefits of
$7.4 million
, inclusive of amounts presented as contra to our deferred tax asset. The unrecognized tax benefits are primarily due to the uncertainty of the deductibility of amortization and depreciation expenses which were incurred as a result of Compass’s acquisition of us in 2008. We expect to decrease our liability for unrecognized tax benefits and recognize a reduction in income tax expense (and an increase in net income) because of the expiration of statutes of limitations in the amount of approximately $1.3 million in the third quarter of 2017. We generally expect to recognize a reduction in income tax expense (and an increase in net income) through the expiration of statutes of limitations in the amount of approximately $1.3 million in each third quarter from 2016 through 2026, and approximately $0.2 to $0.6 million in each fourth quarter from 2018 through 2028. These annual reductions in our income tax expense will cease if it is determined upon examination of the tax authorities that the deductions are not valid and the liabilities for the uncertain income tax position and the associated deferred tax liability will have to be settled for cash. If we subsequently determine that we have met the more-likely-than-not threshold that these deductions will be sustained, the balance of the liability for unrecognized tax benefits would be recognized as a reduction of income tax expense, except for approximately
$0.9 million
, which would increase the deferred tax liability for taxes associated with amortization of intangibles with indeterminate lives.
For the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, we had effective tax rates of
17.2%
,
27.1%
and
19.3%
, respectively. We anticipate that in the near to medium term our effective annual tax rates should be approximately 18% to 23%, subject to the inherent variability resulting from changes in the relative proportion of our profits earned in the jurisdictions in which we do business, tax reform in those jurisdictions, changes in our stock price that impact stock-based compensation tax deductions, and potential unfavorable outcomes on our uncertain tax positions.
35
Results of operations
The table below summarizes our results of operations for the years ended
December 30, 2016
,
December 31, 2015
, and
December 31, 2014
|
For the years ended
|
||||||||||||
|
December 30,
|
December 31,
|
December 31,
|
||||||||||
|
(in thousands)
|
2016
|
2015
|
2014
|
|||||||||
|
Sales
|
$
|
403,077
|
|
$
|
366,798
|
|
$
|
306,734
|
|
|||
|
Cost of sales
|
276,689
|
|
254,756
|
|
212,314
|
|
||||||
|
Gross profit
|
126,388
|
|
112,042
|
|
94,420
|
|
||||||
|
Operating expenses:
|
||||||||||||
|
Sales and marketing
|
25,796
|
|
23,182
|
|
19,192
|
|
||||||
|
Research and development
|
18,459
|
|
17,001
|
|
13,642
|
|
||||||
|
General and administrative
|
27,693
|
|
21,053
|
|
17,683
|
|
||||||
|
Amortization of purchased intangibles
|
2,988
|
|
8,525
|
|
6,424
|
|
||||||
|
Fair value adjustment of contingent consideration and acquisition related compensation
|
5,911
|
|
6,937
|
|
2,856
|
|
||||||
|
Total operating expenses
|
80,847
|
|
76,698
|
|
59,797
|
|
||||||
|
Income from operations
|
45,541
|
|
35,344
|
|
34,623
|
|
||||||
|
Other expense, net:
|
|
|||||||||||
|
Interest expense
|
2,088
|
|
1,549
|
|
999
|
|
||||||
|
Other income (expense), net
|
363
|
|
(449
|
)
|
(693
|
)
|
||||||
|
Other expense, net
|
2,451
|
|
1,100
|
|
306
|
|
||||||
|
Income before income taxes
|
43,090
|
|
34,244
|
|
34,317
|
|
||||||
|
Provision for income taxes
|
7,415
|
|
9,290
|
|
6,631
|
|
||||||
|
Net income
|
$
|
35,675
|
|
$
|
24,954
|
|
$
|
27,686
|
|
|||
The following table sets forth statement of income data as a percentage of sales for the years indicated.
36
|
For the years ended
|
|||||||||
|
December 30,
|
December 31,
|
December 31,
|
|||||||
|
2016
|
2015
|
2014
|
|||||||
|
Sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||
|
Cost of sales
|
68.6
|
|
69.5
|
|
69.2
|
|
|||
|
Gross profit
|
31.4
|
|
30.5
|
|
30.8
|
|
|||
|
Operating expenses:
|
|||||||||
|
Sales and marketing
|
6.4
|
|
6.3
|
|
6.3
|
|
|||
|
Research and development
|
4.6
|
|
4.6
|
|
4.4
|
|
|||
|
General and administrative
|
6.9
|
|
5.7
|
|
5.8
|
|
|||
|
Amortization of purchased intangibles
|
0.7
|
|
2.3
|
|
2.1
|
|
|||
|
Fair value adjustment of contingent consideration and acquisition related compensation
|
1.5
|
|
1.9
|
|
0.9
|
|
|||
|
Total operating expenses
|
20.1
|
|
20.8
|
|
19.5
|
|
|||
|
Income from operations
|
11.3
|
|
9.7
|
|
11.3
|
|
|||
|
Other expense, net:
|
|||||||||
|
Interest expense
|
0.5
|
|
0.4
|
|
0.3
|
|
|||
|
Other income (expense), net
|
0.1
|
|
(0.1
|
)
|
(0.2
|
)
|
|||
|
Other expense, net
|
0.6
|
|
0.3
|
|
0.1
|
|
|||
|
Income before income taxes
|
10.7
|
|
9.4
|
|
11.2
|
|
|||
|
Provision for income taxes
|
1.8
|
|
2.5
|
|
2.2
|
|
|||
|
Net income
|
8.9
|
%
|
6.9
|
%
|
9.0
|
%
|
|||
Year ended
December 30, 2016
compared to
year
ended
December 31, 2015
Sales
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Sales
|
$
|
403.1
|
|
$
|
366.8
|
|
$
|
36.3
|
|
9.9
|
%
|
||
37
Sales for the
year
ended
December 30, 2016
increase
d approximately
$36.3 million
, or
9.9%
, compared to the year ended December 31,
2015
. The sales
increase
reflects
13.7%
growth in powered vehicle products as well as a
7.1%
increase
in mountain bike products for the
year
ended
December 30, 2016
compared to the prior year. The increase in bike product sales is due to the success of our current bike product lines including new products within those lines. The increase in sales of powered vehicle products was primarily due to continued higher demand for on and off-road suspension products.
Cost of sales
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Cost of sales
|
$
|
276.7
|
|
$
|
254.8
|
|
$
|
21.9
|
|
8.6
|
%
|
||
Cost of sales for the
year
ended
December 30, 2016
increase
d approximately
$21.9 million
, or
8.6%
, compared to the year ended December 31,
2015
. The increase in cost of sales was driven primarily by an increase in product sales, as well as certain business factors affecting gross margin which are discussed below.
For the
year
ended
December 30, 2016
our gross margin was
31.4%
compared to
30.5%
for the year ended
December 31, 2015
. The increase in our gross profit margin was attributable primarily to cost improvements as we completed the transition of the majority of our bike manufacturing to Taiwan. The West Coast port slowdown resulted in increased shipping and handling costs in 2015. Additionally, acquisition related
finished goods inventory valuation adjustments in connection with the Race/Face Easton acquisition and inventory write-downs associated with the Marzocchi acquisition had a negative impact on our 2015 gross margin
.
Operating expenses
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Operating expenses:
|
|||||||||||||
|
Sales and marketing
|
$
|
25.8
|
|
$
|
23.2
|
|
$
|
2.6
|
|
11.2
|
%
|
||
|
Research and development
|
18.5
|
|
17.0
|
|
1.5
|
|
8.8
|
%
|
|||||
|
General and administrative
|
27.7
|
|
21.1
|
|
6.6
|
|
31.3
|
%
|
|||||
|
Amortization of purchased intangibles
|
3.0
|
|
8.5
|
|
(5.5
|
)
|
(64.7
|
)%
|
|||||
|
Fair value adjustment of contingent consideration and acquisition related compensation
|
5.9
|
|
6.9
|
|
(1.0
|
)
|
(14.5
|
)%
|
|||||
|
Total operating expenses
|
$
|
80.8
|
|
$
|
76.7
|
|
$
|
4.1
|
|
5.3
|
%
|
||
38
Total operating expenses for the
year
ended
December 30, 2016
increase
d approximately
$4.1 million
, or
5.3%
over
2015
. When expressed as a percentage of sales, operating expenses decreased to
20.1%
of sales for the
year
ended
December 30, 2016
compared to
20.8%
of sales in
2015
.
Within operating expenses, our sales and marketing expense increased by approximately
$2.6 million
primarily due to a $1.3 million increase in wages and related expenses, a $0.3 million increase in travel, a $0.3 million increase in equipment and a $0.2 increase in promotional expenses to support the growth of our products and brands. Research and development increased approximately
$1.5 million
due to investments in our product lines aimed at producing new products and technologies to maintain our premium position in the marketplace and to pursue new markets. General and administrative expenses increased approximately
$6.6 million
primarily as a result of a $2.9 million increase in stock compensation and wages, $2.7 million of expense associated with patent litigation activities involving an industry competitor, and a $0.5 million increase in professional fees associated with our ERP implementation. Additionally, we incurred $0.6 million in costs associated with secondary public offerings which closed on March, August and November 2016.
Amortization of purchased intangible assets in the
year
ended
December 30, 2016
decreased approximately
$5.5 million
as compared to the year ended
December 31, 2015
. The decrease is primarily due to technology and customer relationship assets from Compass' acquisition of the Company becoming full amortized as of December 31, 2015.
During the
year
ended
December 30, 2016
, we incurred
$5.9 million
in acquisition related compensation in connection with management earn-out arrangements.
Income from operations
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Income from operations
|
$
|
45.5
|
|
$
|
35.3
|
|
$
|
10.2
|
|
28.9
|
%
|
||
As a result of the factors discussed above, income from operations for the
year
ended
December 30, 2016
increase
d approximately
$10.2 million
, or
28.9%
compared to income from operations in the same period in
2015
.
Other expense, net
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Other expense, net:
|
|
|
|||||||||||
|
Interest expense
|
$
|
2.1
|
|
$
|
1.5
|
|
$
|
0.6
|
|
40.0
|
%
|
||
|
Other expense (income), net
|
0.4
|
|
(0.4
|
)
|
0.8
|
|
(200.0
|
)%
|
|||||
|
Other expense, net
|
$
|
2.5
|
|
$
|
1.1
|
|
$
|
1.4
|
|
127.3
|
%
|
||
Other expense, net for the
year
ended
December 30, 2016
increase
d by approximately
$1.4 million
to
$2.5 million
compared to
$1.1 million
for the
year
ended
December 31, 2015
. Interest expense increased in the
year
ended
December 30, 2016
by
$0.6 million
due to additional borrowings and higher interest rates as compared to the
year
ended
December 31, 2015
. Other expense, net, increased by
$0.8 million
due to foreign currency transaction losses, $0.5 million of which resulted from the settlement of Canadian Dollar denominated acquisition related compensation liability resulting from the acquisition of RaceFace/Easton.
Income taxes
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Income tax expenses
|
$
|
7.4
|
|
$
|
9.3
|
|
$
|
(1.9
|
)
|
(20.4
|
)%
|
||
Income tax expense for the
year
ended
December 30, 2016
decrease
d by approximately
$1.9 million
to
$7.4 million
compared to income tax expense of
$9.3 million
in the same period in
2015
. The decrease in expense resulted primarily from the previously described reorganization of foreign entities and indefinite reinvestment of foreign earnings in jurisdictions with lower tax rates.
The effective tax rates were
17.2%
and
27.1%
for the
years
ended
December 30, 2016
and
December 31, 2015
, respectively.
39
For the
year
ended
December 30, 2016
, the difference between our effective tax rate and the
35%
federal statutory rate resulted primarily from the lower rates on foreign earnings and the reversal of our liability for uncertain tax positions as a result of (i) the conclusion of the Company's 2011 and 2012 California Franchise Tax Board audits and (ii) the
expiration of the statute of limitations for certain tax filings. Ad
ditionally, our effective tax rate benefited as a result of the research and development tax credits, California business development tax credits, and the benefit of excess deductions on stock-based compensation. These income tax benefits were partially offset by 2016 state taxes and the impact of non-deductible costs.
For the
year
ended
December 31, 2015
, the difference between our effective tax rate and the 35% federal statutory rate resulted primarily the expiration of the statute of limitations that allowed us to release approximately $1.3 million of our liability for unrecognized tax benefits. Additionally, our effective tax rate was benefited as a result of the research and development tax credit, domestic production activity deduction, and other adjustments. These income tax benefits were partially offset by 2015 state taxes.
Net income
|
(in millions)
|
2016
|
2015
|
Change ($)
|
Change (%)
|
|||||||||
|
Net income
|
$
|
35.7
|
|
$
|
25.0
|
|
$
|
10.7
|
|
42.8
|
%
|
||
As a result of the factors described above, our net income increased
$10.7 million
, or
42.8%
, to
$35.7 million
in the
year
ended
December 30, 2016
from
$25.0 million
for the same period in
2015
.
Year ended December 31, 2015 compared to year ended December 31, 2014
Sales
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Sales
|
$
|
366.8
|
|
$
|
306.7
|
|
$
|
60.1
|
|
19.6
|
%
|
||
Sales for the year ended December 31, 2015 increased approximately $60.1 million, or 19.6%, compared to the year ended December 31, 2014. The sales increase reflects 21.6% growth in powered vehicle products as well as an 18.1% increase in mountain bike products for the year ended December 31, 2015 compared to the prior year.
The increase in sales of powered vehicle products was primarily due to the acquisition of Sport Truck, partially offset by decreases due to a temporary decline in sales to one of our key power vehicle customers in 2015 due to model year change over. The increase in bike product sales was primarily attributable to the inclusion of Race Face/Easton's sales.
Cost of sales
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Cost of sales
|
$
|
254.8
|
|
$
|
212.3
|
|
$
|
42.5
|
|
20.0
|
%
|
||
Cost of sales for the year ended December 31, 2015 increased approximately $42.5 million, or 20.0%, compared to the year ended December 31, 2014. The increase in cost of sales was driven primarily by an increase in product sales, as well as certain business factors affecting gross margin which are discussed below.
For the year ended December 31, 2015 our gross margin was 30.5% compared to 30.8% for 2014. The slight decline in our gross margin was attributable primarily to costs incurred in the first quarter of 2015 related to the West Coast port slowdown and excess inventory write-downs associated with the strategic alignment of Fox products with a newly acquired product line in the fourth quarter of 2015.
Operating expenses
40
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Operating expenses:
|
|||||||||||||
|
Sales and marketing
|
$
|
23.2
|
|
$
|
19.2
|
|
$
|
4.0
|
|
20.8
|
%
|
||
|
Research and development
|
17.0
|
|
13.6
|
|
3.4
|
|
25.0
|
%
|
|||||
|
General and administrative
|
21.1
|
|
17.7
|
|
3.4
|
|
19.2
|
%
|
|||||
|
Amortization of purchased intangibles
|
8.5
|
|
6.4
|
|
2.1
|
|
32.8
|
%
|
|||||
|
Fair value adjustment of contingent consideration and acquisition related compensation
|
6.9
|
|
2.9
|
|
4.0
|
|
137.9
|
%
|
|||||
|
Total operating expenses
|
$
|
76.7
|
|
$
|
59.8
|
|
$
|
16.9
|
|
28.3
|
%
|
||
Total operating expenses for the year ended December 31, 2015 increased approximately $16.9 million, or 28.3% over 2014. When expressed as a percentage of sales, operating expenses increased to 20.8% of sales for the year ended December 31, 2015 compared to 19.5% of sales in 2014. Approximately $14.1 million of the increase was due to the inclusion of Race Face/Easton's operating expenses which includes $6.9 million in higher acquisition related compensation. The remainder of the increase was largely due to our expanding global infrastructure and investments in our mountain bike and power vehicle product lines aimed at new products and technologies to maintain our premium position in the marketplace and pursue new markets.
Within operating expenses, our sales and marketing expense increases were primarily due to the inclusion of $3.0 million of Sport Truck's and Race Face/Easton's expenses, with the balance attributable primarily to increases in race support, events, and sponsorships to promote our brand. Our research and development expense increased in the year ended December 31, 2015 due to $1.5 million of expense incurred at Sport Truck and Race Face/Easton, as well as investments of $1.5 million in research and development for our existing mountain bike and power vehicle product lines. Our general and administrative expense increased in the year ended December 31, 2015 by $3.4 million compared to the previous year due to $2.5 million of expense incurred at Sport Truck and Race Face/Easton, $1.7 million in payroll and related expenses to support our global growth, $0.6 million in higher stock compensation expense, $0.5 million related to our ERP initiative, and nominal increases in various other general administrative expenses. The aforementioned increases were partially offset by reductions of $1.1 million and $0.2 million in acquisition costs and offering expenses, respectively.
Amortization of purchased intangible assets in the year ended December 31, 2015 increased approximately $2.1 million, primarily as a result of the acquisition of Sport Truck and Race Face/Easton.
During the year ended December 31, 2015, acquisition related compensation expense increased by $4.0 million, which consists of $7.0 million in higher management earn-outs primarily related to Race Face/Easton, partially offset by $3.0 million reduction in the fair value of our contingent consideration liability which arose from the acquisition of Sport Truck.
Income from operations
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Income from operations
|
$
|
35.3
|
|
$
|
34.6
|
|
$
|
0.7
|
|
2.0
|
%
|
||
As a result of the factors discussed above, income from operations for the year ended December 31, 2015 increased approximately $0.7 million, or 2.0% compared to income from operations in the same period in 2014.
Other expense, net
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Other expense, net:
|
|
|
|||||||||||
|
Interest expense
|
$
|
1.5
|
|
$
|
1.0
|
|
$
|
0.5
|
|
50.0
|
%
|
||
|
Other expense (income), net
|
(0.4
|
)
|
(0.7
|
)
|
0.3
|
|
(42.9
|
)%
|
|||||
|
Other expense, net
|
$
|
1.1
|
|
$
|
0.3
|
|
$
|
0.8
|
|
266.7
|
%
|
||
Other expense, net for the year ended December 31, 2015 increased by approximately $0.8 million to $1.1 million compared to $0.3 million in the same period in 2014. Within other expense, net, interest expense increased for the year ended December 31, 2015 by $0.5 million due to higher average debt balances as compared to the previous year. Other income, net for the year ended December 31, 2015 increased $0.3 million primarily due to a gain on bargain purchase arising from an asset purchase in the fourth quarter of 2015.
Income tax expense
41
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Income tax expenses
|
$
|
9.3
|
|
$
|
6.6
|
|
$
|
2.7
|
|
40.9
|
%
|
||
Income tax expense for the year ended December 31, 2015 increased by approximately $2.7 million to $9.3 million compared to income tax expense of $6.6 million in the same period in 2014. The increase in expense resulted primarily from a nonrecurring reapportionment benefit of $4.1 million recognized in 2014. The effective tax rates were 27.1% and 19.3% for the years ended December 31, 2015 and 2014, respectively.
Net income
|
(in millions)
|
2015
|
2014
|
Change ($)
|
Change (%)
|
|||||||||
|
Net income
|
$
|
25.0
|
|
$
|
27.7
|
|
$
|
(2.7
|
)
|
(9.7
|
)%
|
||
As a result of the factors described above, our net income decreased $2.7 million, or 9.7%, to $25.0 million in the year ended December 31, 2015 from $27.7 million for the same period in 2014.
Liquidity and Capital Resources
Our primary cash needs are to support working capital, capital expenditures, acquisitions and acquisition-related compensation, debt repayments and share repurchases. We have generally financed our historical needs with operating cash flows and borrowings under our credit facilities. These sources of liquidity may be impacted by various factors, including demand for our products, investments made by us in acquired businesses, our plant and equipment and other capital expenditures, and expenditures on general infrastructure and information technology.
A summary of our operating, investing and financing activities are shown in the following table:
|
For the years ended
|
|||||||||||
|
December 30,
|
December 31,
|
December 31,
|
|||||||||
|
(in thousands)
|
2016
|
2015
|
2014
|
||||||||
|
Net cash provided by operating activities
|
$
|
38,845
|
|
$
|
30,022
|
|
$
|
32,905
|
|
||
|
Net cash used in investing activities
|
(12,222
|
)
|
(13,163
|
)
|
(76,829
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
1,830
|
|
(14,052
|
)
|
46,731
|
|
|||||
|
Effect of exchange rate changes on cash
|
(117
|
)
|
(75
|
)
|
(278
|
)
|
|||||
|
Increase in cash and cash equivalents
|
$
|
28,336
|
|
$
|
2,732
|
|
$
|
2,529
|
|
||
42
We expect that cash on hand, cash flow from operations and availability under our credit facilities will be sufficient to fund our operations during the next 12 months from the date of this Annual Report.
Operating activities
Cash provided by operating activities primarily consists of net income, adjusted for certain non-cash items primarily, depreciation and amortization, stock-based compensation including related excess tax benefits, deferred income taxes, and changes in fair value of contingent consideration, offset by net cash invested in working capital.
In the
year
ended
December 30, 2016
, cash provided by operating activities was
$38.8 million
and consisted of net income of
$35.7 million
plus non-cash items totaling
$12.3 million
less changes in operating assets and liabilities and other adjustments totaling
$9.1 million
. Non-cash items and other adjustments consisted primarily of depreciation and amortization of
$8.8 million
, and stock-based compensation of
$6.2 million
, offset by a
$3.0 million
change in deferred taxes. Cash invested in operating assets and liabilities is primarily the result of increases in accounts receivable of
$17.9 million
, inventory of
$3.0 million
, and prepaids and other assets of
$2.1 million
, partially offset by increases in accounts payable of
$9.6 million
, accrued expenses of
$2.9 million
, and income taxes net payable of
$1.5 million
. The increase in accounts receivable, inventory, accounts payable and accrued expenses reflects the growth of our business, change in customer mix, and the expansion of our manufacturing facilities. The increase in prepaid and other assets is a result of advanced payments to vendors and the timing of insurance and benefits payments. The change in net current income tax accounts is primarily due to timing of estimated tax payments and refunds.
In the year ended December 31, 2015, cash provided by operating activities was $30.0 million and consisted of net income of $25.0 million plus non-cash items totaling $13.1 million less changes in operating assets and liabilities and other adjustments totaling $8.1 million. Non-cash items and other adjustments consisted primarily of depreciation and amortization of $13.1 million, stock-based compensation of $4.9 million, and cost of goods on acquired inventory step up of $0.8 million, offset by a $4.4 million change in deferred taxes and change in fair value of contingent consideration of $0.7 million. Cash invested in operating assets and liabilities is primarily the result of increases in inventory of $11.1 million, accounts receivable of $5.5 million, income taxes of $2.4 million, and prepaids and other assets of $1.9 million, partially offset by an increase in accrued expenses of $10.7 million and accounts payable of $2.1 million. The increase in inventory and accounts receivable reflects the growth of our business and the expansion of our manufacturing facilities. Changes in prepaid and other assets and income taxes are primarily due to timing of tax related payments and refunds. The increase in accrued expenses is attributable to accruals for management earn-outs and other compensation.
In the year ended December 31, 2014, cash provided by operating activities was $32.9 million and consisted of net income of $27.7 million plus non-cash items totaling $7.1 million less changes in operating assets and liabilities and other adjustments totaling $1.9 million. Non-cash items and other adjustments consisted primarily of depreciation and amortization of $9.7 million, stock-based compensation of $4.0 million, and change in fair value of contingent consideration of $2.2 million, offset by a $5.4 million change in deferred taxes, an excess tax benefit from the exercise of stock options of $2.7 million, and tax benefit from equity issuance costs of $1.0 million. Cash invested in operating assets and liabilities is primarily the result of increases in prepaids and other assets of $3.0 million and inventory of $1.2 million and a decrease in accrued expenses of $0.8 million, partially offset by an increase in income taxes and accounts payable of $2.6 million and $1.4 million, respectively.
Investing activities
Cash used in investing activities primarily relates to strategic acquisitions of businesses and other assets, and investments in our manufacturing and general infrastructure through the acquisition of property and equipment.
In the
year
ended
December 30, 2016
, cash used in investing activities was
$12.2 million
which consisted primarily of
$12.0 million
in property and equipment additions. Additionally, we invested
$0.2 million
in acquisitions.
In the year ended December 31, 2015, cash used in investing activities was $13.2 million which consisted primarily of $10.9 million in property and equipment additions. Additionally, we invested $2.4 million in acquisitions.
In the year ended December 31, 2014, cash used in investing activities was $76.8 million, which consisted primarily of $70.9 million in cash consideration paid for the acquisitions of Sport Truck and Race Face/Easton. Additionally, we invested $4.6 million in property and equipment.
Financing activities
Cash used in or provided by financing activities primarily relates to changes in our capital structure, including the various forms of debt and equity instruments used to finance our business.
43
In the
year
ended
December 30, 2016
, net cash provided by financing activities was
$1.8 million
, which consisted primarily of
$17.7 million
in net proceeds from our credit facility, partially offset by
$7.9 million
to repurchase our common stock under a buyback plan authorized in 2016, a payment of
$6.9 million
in contingent consideration related to our 2014 acquisition of Sport Truck, and
$1.0 million
in payments to repurchase shares to cover tax withholding related to the vesting of restricted stock awards, net of proceeds from the exercise of stock options.
In the year ended December 31, 2015, net cash used in financing activities was $14.1 million, which consisted primarily of a payment of $7.9 million in contingent consideration related to our 2014 acquisition of Sport Truck and $5.2 million to repurchase our common stock under a buyback program authorized in 2014.
In the year ended December 31, 2014, net cash provided by financing activities was $46.7 million, which consisted primarily of proceeds from issuance of term debt of $79.6 million net of origination fees, partially offset by repayments of $30.0 million on term debt and net repayments of $8.0 million on revolving credit, respectively, all under the 2013 Amended and Restated Credit Facility. Additionally, $4.8 million was provided by the exercise of stock options.
Second Amended and Restated 2013 Credit Facility
In August 2013, we entered into the 2013 Credit Facility with Sun Trust Bank and other named lenders. The 2013 Credit Facility provided a revolving line of credit. On March 31, 2014, in connection with our asset purchase of Sport Truck, we amended and restated the 2013 Credit Facility. The Amended and Restated 2013 Credit Facility provided a maturing secured Term Loan in the principal amount of
$50.0 million
, subject to quarterly amortization payments, and extended the term of the 2013 Credit Facility through March 31, 2019. The proceeds of the Term Loan were used, in part, to fund the acquisition of Sport Truck and to pay down the revolving line of credit provided under the 2013 Credit Facility. On December 12, 2014, we amended the existing Amended and Restated 2013 Credit Facility. The First Amendment increased the Term Loan by the principal amount of $30.0 million to a total of $56.8 million, subject to quarterly amortization payments, and extend the maturity of the Amended and Restated 2013 Credit Facility through December 12, 2019. The additional proceeds of the Term Loan made available through the First Amendment were used to partially fund the acquisition of Race Face/Easton. Additional amendments entered into on May 29, 2015 and March 31, 2016 respectively, made minor technical changes to the Amended and Restated 2013 Credit Facility. On May 11, 2016, we amended and restated the existing Amended and Restated 2013 Credit Facility. A further technical amendment was made on August 11, 2016. The Second Amended and Restated Credit Facility provided a maturing secured Term Loan in the principal amount by of $75.0 million, subject to quarterly amortization payments, increased the availability on the line of credit to $100.0 million, and extended the maturity of the Second Amended and Restated Credit Facility through May 11, 2021.
In the
year
ended
December 30, 2016
, we made principal payments of
$8.5 million
on the Term Loan. The Second Amended and Restated Credit Facility is secured by substantially all of our assets, restricts our ability to make certain payments and engage in certain transactions, and also requires that we satisfy customary financial ratios, including a fixed charge coverage ratio of not less than 1.5:1.0 and a leverage ratio of not greater than 3.0:1.0, both ratios calculated as defined in the Second Amended and Restated Credit Facility. We were in compliance with the covenants as of
December 30, 2016
.
Contractual obligations and commitments
As of
December 30, 2016
, we had the following contractual obligations (in thousands):
|
Payments due by period
|
Total
|
Less than 1 year
|
1-3 years
|
4-5 years
|
After 5 years
|
||||||||||||||
|
Long-term borrowings
|
$
|
67,187
|
|
$
|
3,750
|
|
$
|
10,781
|
|
$
|
52,656
|
|
$
|
—
|
|
||||
|
Operating lease obligations
|
16,796
|
|
4,899
|
|
10,915
|
|
982
|
|
—
|
|
|||||||||
|
Management earn out payments
|
13,329
|
|
13,329
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Purchase obligations and other
|
2,641
|
|
2,361
|
|
280
|
|
—
|
|
—
|
|
|||||||||
|
Total
|
$
|
99,953
|
|
$
|
24,339
|
|
$
|
21,976
|
|
$
|
53,638
|
|
$
|
—
|
|
||||
The table above includes management earn-out payments associated with our acquisition of Race Face/Easton and Sport Truck. See
Note 12 - Fair Value Measurements
and
Note 15 - Acquisitions
in our Notes to Consolidated Financial Statements.
As of
December 30, 2016
, we had a liability of approximately
$7.2 million
associated with uncertain tax positions, which is classified as a current liability in our consolidated balance sheet because it is reasonably possible that certain federal, foreign, and state tax matters could be concluded in the next twelve months. However, our liability for uncertain tax positions has been excluded from our summary of contractual obligations as we cannot make a reliable estimate of the period of cash settlement with the respective taxing authorities, nor the amount of the final cash settlement. See
Note 11 - Income Taxes
in our Notes to Consolidated Financial Statements.
44
Seasonality
Certain portions of our business are seasonal. In two of the last three fiscal years, our quarterly sales have been the lowest in the first quarter and the highest during our third quarter of the year. We believe this seasonality is due to productions cycles of our OEM customers driven by consumer peak purchasing patterns.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements.
Inflation
Historically, inflation has not had a material effect on our results of operations. However, significant increases in inflation, particularly those related to wages and increases in the cost of raw materials could have an adverse impact on our business, financial condition and results of operations.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, sales, expenses and related disclosures. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
We believe that the assumptions, judgments, and estimates associated with the following have the greatest potential impact on, and are critical to the understanding of, our results of operations: revenue recognition, provision for doubtful accounts receivable, inventory, goodwill and intangible assets, earn-out arrangements, warranty, income taxes and stock-based compensation. For further information see
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
of the accompanying notes to our Consolidated Financial Statements.
We are an "emerging growth company" within the meaning of the rules under the Securities Act, and we will utilize certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. For example, we do not have to provide an auditor’s attestation report on our internal controls in our annual reports on Form 10-K as otherwise required by Section 404(b) of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.
Critical Accounting Policies
Revenue recognition
We recognize sales when persuasive evidence of an arrangement exists, title has transferred, the sales price is fixed or determinable, and collectability of the receivable is reasonably assured. Provisions for discounts, rebates, sales incentives, returns, and other adjustments are provided for in the period the related sales are recorded based on management’s assessment of historical trends and projection of future results. Sales are recorded net of sales tax.
Allowance for doubtful accounts
We record a provision for doubtful accounts deemed not collectable based on historical experience and a detailed assessment of the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we consider, among other factors, the aging of the accounts receivable, historical write-offs, and the credit-worthiness of each customer. If circumstances change, such as higher-than-expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations, we estimate if the recoverability of the amounts due could be reduced by a material amount.
Inventories
45
Inventories are stated at the lower of actual cost (or standard cost which generally approximates actual costs on a first-in first-out basis) or market value. Cost includes raw materials, as well as direct labor and manufacturing overhead for products we manufacture. Market value is based on current replacement cost for raw materials and on a net realizable value for finished goods. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolete or impaired balances.
We regularly monitor inventory quantities on hand and on order and record write-downs for excess and obsolete inventories based on our estimate of the demand for our products, potential obsolescence of technology, product life cycles, and when pricing trends or forecasts indicate that the carrying value of inventory exceeds our estimated selling price. These factors are affected by market and economic conditions, technology changes, and new product introductions and require estimates that may include elements that are uncertain. Actual demand may differ from forecasted demand and may have a material effect on our gross margin. If inventory is written down, a new cost basis will be established that cannot be increased in future periods.
Goodwill, intangible assets and long-lived assets
Goodwill
Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. Annually, we either make a qualitative assessment prior to proceeding to step one of the annual goodwill impairment test or perform a two-step impairment test. If we make a qualitative assessment and determine that the fair value of the reporting unit is less than its carrying amount, we would perform step one of the annual goodwill impairment test and, if necessary, proceed to step two. Otherwise, no further evaluation is necessary. For the two-step impairment test, in the first step, we compare the fair value of the reporting unit to its carrying value, including goodwill. We determine the fair value of the reporting unit based on a weighting of income and market approaches. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. Impairments, if any, are charged directly to earnings. We completed our most recent annual impairment test in the third quarter of
2016
at which time we had a single reporting unit for purposes of assessing goodwill impairment. No impairment charges have been incurred to date.
Indefinite-lived intangible assets
Trademarks are considered to be indefinite life intangibles, and are not amortized but are subject to testing for impairment annually.
Finite-lived intangible assets
We assess the impairment of identifiable finite-lived intangible assets whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. Recoverability of certain finite-lived intangible assets, particularly customer relationships and core technology, would be measured by a comparison of the carrying amount of the asset group to which the assets are assigned to the sum of the undiscounted estimated future cash flows the asset group is expected to generate. If the asset is considered to be impaired, the amount of such impairment would be measured by the difference between the carrying amount of the asset and its fair value. Recoverability and impairment of other finite-lived intangible assets, particularly developed technology and patents, would be measured by the comparison of the carrying amount of the asset to the sum of undiscounted estimated future product revenues offset by estimated future costs to dispose of the product to which the asset relates. No impairment charges have been incurred to date.
Warranty
Unless otherwise required by law, we generally provide limited warranties on our products for one to two years. We accrue estimated costs related to warranty activities as a component of cost of sales upon product shipment or when information becomes available indicating that an adjustment to the warranty reserves is appropriate. Management estimates are based upon historical and projected product failure rates and historical costs incurred in correcting product failures. The warranty reserve is assessed from time to time for adequacy and adjusted as necessary for specifically identified warranty exposures. Actual warranty expenses are charged against our estimated warranty liability when incurred. Factors that affect our liability include the number of units, historical and anticipated rates of warranty claims, and the cost per claim. An increase in warranty claims or the related costs associated with satisfying these warranty obligations could increase our cost of sales and negatively affect our operating results.
Income taxes
We record our income tax expenses or benefits in each federal, state and foreign jurisdiction in which we operate using an asset and liability approach. This process requires that we compute the current tax expense or benefit and deferred tax expense or benefit, which result from changes in temporary differences between the accounting and tax treatment of assets and liabilities, including items such as accruals and allowances, which are recorded in different periods for financial statement and income tax return
46
purposes. The income tax effects of these differences we identify are classified as long-term deferred tax assets and liabilities in our consolidated balance sheets. Our provision for income tax expense also considers our assertions regarding the indefinite reinvestment of earnings of our foreign subsidiaries. We consider the following matters, among others, in evaluating our plans for indefinite reinvestment: (i) the financial requirements of both the Company and its foreign operations, both for the long term and for the short term; (ii) the ability to manage cash globally through royalty remittances and intercompany loans; (iii) the tax consequences of any decision to reinvest the earnings of foreign subsidiaries, including any changes in US tax law relating to the treatment of these unremitted earnings; and (iv) any US and foreign government programs or regulations relating to the repatriation of these unremitted earnings. If unremitted earnings are no longer permanently reinvested, we would need to adjust the income tax provision in the period we make such determination, which could have a material impact on our results of operations.
Additionally, our judgments, assumptions, and estimates relative to the provision for income taxes take into account enacted tax laws, our interpretation of enacted tax laws, and possible outcomes of current and future audits conducted by tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated balance sheets and consolidated statements of income. Interest and penalties associated with income taxes are recorded as income tax expense in our consolidated statements of income.
We account for uncertain tax positions on a two-step approach to recognize and measure those positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We adjust liabilities for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, expiration of a statute of limitations for assessment of income tax, the refinement of estimates, or the realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will impact our tax provision in our consolidated statements of income in the period in which such determination is made.
We must also assess the likelihood that deferred tax assets will be realized from future taxable income and, based on this assessment establish a valuation allowance, if required. The determination of our valuation allowance involves assumptions, judgments, and estimates, including forecasted earnings, future taxable income of a character necessary to realize the deferred asset, and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease of our income tax provision in our consolidated statements of income.
Stock-based compensation
The Company measures stock-based compensation for all stock-based awards, including stock options and restricted stock units ("RSUs"), based on their estimated fair values on the date of the grant and recognizes the stock-based compensation cost for time-vested awards on a straight-line basis over the requisite service period. For performance-based RSUs, the number of shares ultimately expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. To the extent shares are expected to vest, the stock-based compensation cost is recognized on a straight-line basis over the requisite service period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model, net of estimated forfeitures.
The determination of the grant date fair value of options using an option pricing model is affected by our common stock fair value as well as assumptions including our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends.
Prior to our IPO in August of 2013, our board of directors considered numerous objective and subjective factors to determine the fair market value of our common stock at each meeting at which stock options were granted and approved.
Stock-based compensation expenses are classified in the statements of income based on the department to which the related employee reports. Our stock-based awards subsequent to our IPO have been comprised principally of restricted stock unit awards.
Fair value of financial instruments
ASC 820,
Fair Value Measurements and Disclosures
, requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
47
Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk.
As of
December 30, 2016
, we used Level 2 inputs to determine the fair value of our Second Amended and Restated 2013 Credit Facility because it has a variable interest rate that reflects market changes in interest rates and changes in the Company’s net leverage ratio. We measured our contingent consideration liability arising from our acquisition of Sport Truck using Level 3 unobservable inputs. The fair value of the contingent consideration liability associated with the achievement of adjusted EBITDA targets is estimated at each balance sheet date by considering actual results for completed measurement periods or applying a Black-Scholes model to our most recent financial projection. The unobservable inputs to the valuation model that have the most significant effect on the estimated fair value of our contingent consideration liability are the projected results, the probabilities that actual results will exceed the projection and the volatility surrounding the expected results.
Changes in estimates
In the second quarter of 2014, we concluded an analysis of legal developments and business practices relative to the apportionment of income for state tax purposes that resulted in a change in estimate regarding income taxes. As a result, we recorded a discrete tax benefit in the
year
ended December 31, 2014 of
$4.1 million
, or
$0.11
per basic and fully diluted share, related to the reapportionment of 2009 to 2013 income amongst the jurisdictions where the Company does business.
48
Recent Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the FASB and International Accounting Standards Board issued their converged standard on revenue recognition, Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers,
updated in December 2016 with the release of ASU 2016-20. This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of fiscal 2018. The Company can choose to apply this standard retrospectively for each prior reporting period presented or retrospectively with the cumulative effect of initially applying the standard recognized at the date of the initial application in retained earnings. The Company has not yet selected a transition method nor have we determined the impact of the new standard on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires the presentation of debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. Amortization of such costs will continue to be reported as interest expense. The Company adopted ASU 2015-03 effective January 1, 2016 on a retrospective basis. As a result, debt issuance costs of $781 have been reclassified from other assets to long-term debt in the December 31, 2015 consolidated balance sheet.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The guidance applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. Under the guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of fiscal 2017. The Company does not expect this guidance to have a significant impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the existing guidance for lease accounting. This ASU will require lessees to recognize leases with durations greater than twelve months on the balance sheet. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of fiscal 2019. Early adoption is permitted. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. The Company early adopted the guidance effective January 1, 2016. As provided in the guidance, the Company made a policy election to account for forfeitures as they occur rather than on an estimated basis. The policy election and amendments related to the timing of when excess tax benefits are recognized and their recognition in the income tax provision were applied utilizing the modified retrospective transition method. The impact of the forfeiture policy election on the results of operations and opening equity was immaterial. The Company elected to adopt the amendments related to the presentation of excess tax benefits on the statement of cash flows using a prospective transition method.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation of certain transactions, including but not limited to contingent consideration payments made after a business combination and debt prepayment and extinguishment costs in the cash flow statement. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2019. Early adoption is permitted. The Company is currently assessing the impact this guidance will have on its consolidated statement of cash flows.
In October 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-Entity Transfer of Assets Other Than Inventory, which improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2018. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
49
In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides more guidance to an entity when they are assessing if transactions should be accounted for as acquisitions of assets or businesses. The clarification of the definition of a business impacts various areas of accounting such as acquisitions, disposals, goodwill, and consolidations. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2018. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
Other accounting standards updates effective after December 30, 2016, are not expected to have a material effect on the Company’s financial position, results of operations or cash flows.
Interest rate sensitivity
We are exposed to market risk in the normal course of our business operations due to our ongoing investing and financing activities. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. We generally do not hedge our interest rate exposure. We had
$66.7 million
of debt, bearing interest at a variable rate, outstanding under our credit facilities as of
December 30, 2016
. A hypothetical 100 basis point increase or decrease in the interest rate on our variable debt would have resulted in an approximately
$0.7 million
change to our interest expense for the year ended
December 30, 2016
.
Exchange rate sensitivity
As of
December 30, 2016
, we are exposed to changes in foreign currency exchange rates. While historically this exposure to changes in foreign currency exchange rates has not had a material effect on our financial condition or results of operations, foreign currency fluctuations could in the future have an adverse effect on our business and results of operations. Historically, our primary exposure has been related to transactions denominated in the Euro, New Taiwanese Dollar, and Canadian Dollar. The majority of our sales, both domestically and internationally, are denominated in U.S. Dollars. Historically, the majority of our expenses have also been in U.S. Dollars and we have been somewhat insulated from currency fluctuations. As a growing percentage of our activities are expected to be denominated in foreign currencies, we may be exposed to greater exchange rate sensitivity in the future. Currently, we do not hedge our foreign currency exposure, however we may consider strategies to mitigate our foreign currency exposure in the future if deemed necessary.
Credit and other risks
We are exposed to credit risk associated with cash and cash equivalents and trade receivables. As of
December 30, 2016
, the majority of our cash and cash equivalents consisted of cash balances in non-interest bearing checking accounts which significantly exceed the insurance coverage provided on such deposits. We do not believe that our cash equivalents present significant credit risks because the counterparties to the instruments consist of major financial institutions. Substantially all trade receivable balances of our businesses are unsecured. The credit risk with respect to trade receivables is concentrated by the number of significant customers that we have in our customer base and a prolonged economic downturn could increase our exposure to credit risk on our trade receivables. We perform ongoing credit evaluations of our customers and maintain an allowance for potential credit losses.
We do not currently hedge our exposure to increases in the prices for our primary raw materials.
Our financial statements and the report of our independent registered public accounting firm are included in this Annual Report beginning on page 58. The index to these reports and our financial statements is included in Part IV, Item 15 below.
None.
50
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, under the direction and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of
December 30, 2016
. Based on the evaluation of our disclosure controls and procedures as of
December 30, 2016
, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
The "Management’s Report on Internal Control over Financial Reporting" is contained on page 57 of this Annual Report on Form 10-K and is incorporated herein by reference.
Attestation Report of Independent Registered Public Accounting Firm
Because we are an "emerging growth company" as defined in the JOBS Act, we are not currently required to comply with the auditor attestation requirements related to internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. A "Report of Independent Registered Public Accounting Firm" is contained on page 58 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended
December 30, 2016
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
None.
51
Information required by this Item regarding our directors and executive officers is incorporated by reference to the sections of our proxy statement to be filed with the SEC in connection with our 2016 annual meeting of stockholders (the "Proxy Statement") entitled "Election of Class III Directors" and "Corporate Governance."
Information required by this Item regarding our corporate governance, including our audit committee and code of business conduct and ethics, is incorporated by reference to the sections of the Proxy Statement entitled "Corporate Governance" and "Board of Directors."
Information required by this Item regarding compliance with Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section of the Proxy Statement entitled "Section 16(a) Beneficial Ownership Reporting Compliance."
Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions "Executive Compensation," "Director Compensation" and "Corporate Governance" in our Proxy Statement.
Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the section of the Proxy Statement entitled "Security Ownership of Certain Beneficial Owners and Management."
Information required by this item regarding securities authorized for issuance under our equity compensation plans is incorporated by reference to the information set forth under the caption "Executive Compensation" in our Proxy Statement.
Information required by this Item is incorporated by reference to the sections of the Proxy Statement entitled "Certain Relationships and Related Party Transactions and Director Independence."
Information required by this Item is incorporated by reference to the section of the Proxy Statement entitled "Ratification of Appointment of Independent Registered Public Accounting Firm."
|
(a)(1) Financial Statements
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
Consolidated Balance Sheets at December 30, 2016 and December 31, 2015
|
|
|
Consolidated Statements of Income for the years ended December 30, 2016, December 31, 2015 and December 31,2014
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 30, 2016, December 31, 2015 and December 31,2014
|
|
|
Consolidated Statements of Stockholders' Equity for the years ended December 30, 2016, December 31, 2015 and December 31,2014
|
|
|
Consolidated Statements of Cash Flows for the years ended December 30, 2016, December 31, 2015 and December 31,2014
|
|
|
Notes to Consolidated Financial Statements
|
|
|
(2) Exhibits
|
|
|
See "
Index to Exhibits
"
|
|
52
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
FOX FACTORY HOLDING CORP.
|
||
|
By:
|
/s/ Zvi Glasman
|
|
|
March 1, 2017
|
Zvi Glasman, Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer & Duly Authorized Signatory)
|
||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zvi Glasman and Larry L. Enterline, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Larry L. Enterline
|
Chief Executive Officer and Director
|
March 1, 2017
|
||
|
Larry L. Enterline
|
(
Principal Executive Officer
)
|
|||
|
/s/ Zvi Glasman
|
Chief Financial Officer
|
March 1, 2017
|
||
|
Zvi Glasman
|
(
Principal Financial and Accounting Officer)
|
|||
|
/s/ Elias Sabo
|
Chairman
|
March 1, 2017
|
||
|
Elias Sabo
|
||||
|
/s/ Robert C. Fox, Jr.
|
Director
|
March 1, 2017
|
||
|
Robert C. Fox, Jr.
|
||||
|
/s/ Dudley Mendenhall
|
Director
|
March 1, 2017
|
||
|
Dudley Mendenhall
|
||||
|
/s/ Carl Nichols
|
Director
|
March 1, 2017
|
||
|
Carl Nichols
|
||||
|
/s/ Ted Waitman
|
Director
|
March 1, 2017
|
||
|
Ted Waitman
|
||||
53
Index to Exhibits
|
Incorporated by Reference
|
|||||
|
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Filing Date
|
Filed Herewith
|
|
3.1
|
Amended and Restated Certificate of Incorporation
|
10-Q
|
001-36040
|
September 19, 2013
|
|
|
3.2
|
Amended and Restated Bylaws
|
10-Q
|
001-36040
|
September 19, 2013
|
|
|
4.1
|
Form of Common Stock Certificate.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
4.2
|
Amended and Restated Registration Rights Agreement, dated May 12, 2013, by and among Fox Factory Holding Corp., Compass Group Diversified Holdings LLC, Madison Capital Funding Co-Investment Fund LP and certain other stockholders listed on the signature page thereto.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
4.3
|
Form of Indenture dated March 31, 2015
|
S-3
|
333-203146
|
March 31, 2015
|
|
|
10.1†
|
Employment Agreement, dated July 22, 2013, by and between Fox Factory Holding Corp. and Larry L. Enterline.
|
S-1
|
333-189841
|
July 25, 2013
|
|
|
10.2†
|
Employment Agreement, dated July 22, 2013, by and between Fox Factory Holding Corp. and Zvi Glasman.
|
S-1
|
333-189841
|
July 25, 2013
|
|
|
10.3†
|
Employment Agreement, dated February 20, 2014, by and between Fox Factory Holding Corp. and Bill Katherman.
|
8-K/A
|
001-36040
|
June 17, 2014
|
|
|
10.4†
|
Employment Agreement, dated July 22, 2013, by and between Fox Factory
Holding Corp. and Wes Allinger |
10-Q
|
001-36040
|
May 4, 2016
|
|
|
10.5†
|
Employment Agreement, dated January 26, 2015, by and between Fox
Factory Holding Corp. and Tom Wittenschlaeger |
10-Q
|
001-36040
|
May 4, 2016
|
|
|
10.6†
|
Amendment, dated May 2, 2016, to the Employment Agreement, dated July 22, 2013, by and between Fox Factory Holding Corp. and Larry Enterline
|
10-Q
|
001-36040
|
August 3, 2016
|
|
|
10.7†
|
Amendment, dated May 2, 2016, to the Employment Agreement, dated July 22, 2013, by and between Fox Factory Holding Corp. and Zvi Glasman
|
10-Q
|
001-36040
|
August 3, 2016
|
|
|
10.8†
|
Amendment, dated May 2, 2016, to the Employment Agreement, dated February 20, 2014, by and between Fox Factory Holding Corp. and Bill Katherman
|
10-Q
|
001-36040
|
August 3, 2016
|
|
|
10.9†
|
Amendment, dated May 2, 2016, to the Employment Agreement, dated August 29, 2013, by and between Fox Factory Holding Corp. and Wes Allinger
|
10-Q
|
001-36040
|
August 3, 2016
|
|
|
10.10†
|
Amendment, dated May 2, 2016, to the Employment Agreement, dated January 26, 2015, by and between Fox Factory Holding Corp. and Tom Wittenschlaeger
|
10-Q
|
001-36040
|
August 3, 2016
|
|
54
|
10.11†
|
Amendment, dated October 19, 2016, to the Employment Agreement, dated February 20,
2014, by and between Fox Factory Holding Corp. and Bill Katherman |
8-K
|
001-36040
|
October 25, 2016
|
|
|
10.12†
|
Information Sharing and Cooperation Agreement dated August 13, 2013 by and between Compass Diversified Holdings, on its behalf and on behalf of its wholly-owned subsidiary, Compass Group Diversified Holdings LLC, and Fox Factory Holding Corp., on its behalf and on behalf of its wholly-owned subsidiary, Fox Factory, Inc.
|
10-Q
|
001-36040
|
November 6, 2013
|
|
|
10.13†
|
Non-Employee Director Compensation Policy.
|
S-1
|
333-189841
|
July 25, 2013
|
|
|
10.14†
|
Form of Indemnification Agreement between Fox Factory Holding Corp. and certain of its directors and officers.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.15†
|
Form of Indemnification Agreement between Fox Factory Holding Corp. and Elias Sabo and certain advisors.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.16†
|
2008 Stock Option Plan, as amended.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.17†
|
2008 Non-Statutory Stock Option Plan, as amended.
|
S-1
|
333-189841
|
July 29, 2013
|
|
|
10.18†
|
2013 Omnibus Plan.
|
S-1
|
333-189841
|
July 29, 2013
|
|
|
10.19†
|
Form of Restricted Stock Unit Award Agreement under 2013 Omnibus Plan.
|
S-1
|
333-189841
|
July 25, 2013
|
|
|
10.20
|
Air Commercial Real Estate Association Standard Industrial / Commercial Single-Tenant Lease – Gross, dated October 31, 2011, by and between Fox Factory, Inc. and Sammie Rae Abitbol, LLC.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.21
|
Air Commercial Real Estate Association Standard Industrial / Commercial Single-Tenant-Gross, March 24, 2010, by and between Fox Factory, Inc. and Scarborough Gilbert Partners, and related addenda.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.22
|
Lease Agreement, dated July 1, 2003, by and between Fox Factory, Inc. and Robert C. Fox, Jr.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.23
|
Amendment dated May 2, 2016 to the Lease Agreement, dated July 1, 2003,
by and between Fox Factory, Inc. and Robert C. Fox, Jr. |
10-Q
|
001-36040
|
May 4, 2016
|
|
|
10.24
|
Sublease, dated January 1, 2012, by and between Fox Factory, Inc. and Robert C. Fox, Jr., and related addendum.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.25
|
Air Commercial Real Estate Association Standard Industrial/Commercial Multi-Tenant Lease - Net, dated April 19, 2012, by and between Fox Factory, Inc. and North Johnson Vernon Property, LLC, and related addendum.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.26
|
Land and Factory Lease Agreement, dated April 2, 2012, by and among Fox Factory, Inc., Hong-Ming Lee, Zhi-Ming Lee, Qing-Yu Lee, Fu-Zhong Lu, Yu-Wei Lu and Guan-Lun Lu.
|
S-1
|
333-189841
|
July 8, 2013
|
|
|
10.27
|
Asset Purchase Agreement, by and between ST USA Holding Corp. and Sport Truck USA, Inc., dated March 5, 2014.
|
8-K
|
001-36040
|
March 6, 2014
|
|
|
10.28
|
Asset Purchase Agreement, by and between Fox Factory, Inc., RFE Holding (US) Corp., RFE Holding (Canada) Corp., Fox Factory IP Holding Corp., 1021039 B.C. Ltd. and Easton Cycling (USA), Inc. dated December 5, 2014.
|
8-K
|
001-36040
|
December 8, 2014
|
|
55
|
10.28.1
|
Side Letter Agreement to the Asset Purchase Agreement, by and between Fox Factory, Inc., RFE Holding (US) Corp., RFE Holding (Canada) Corp., Fox Factory IP Holding Corp., 1021039 B.C. Ltd. and Easton Cycling (USA), Inc.dated December 12, 2014.
|
8-K
|
001-36040
|
December 15, 2014
|
|
|
10.28.2
|
Second Amendment to Asset Purchase Agreement by and between Fox Factory, Inc., RFE Holding (US) Corp., RFE Holding (Canada) Corp., Fox Factory IP Holding Corp., 1021039 B.C. Ltd. and Easton Cycling (USA), Inc., dated November 13, 2015.
|
10-Q
|
001-36040
|
November 16, 2015
|
|
|
10.29
|
Stock Repurchase Agreement, by and between Fox Factory Holding Corp., and Compass Group Diversified Holdings, LLC, dated March 9, 2016
|
8-K
|
001-36040
|
March 15, 2016
|
|
|
10.30
|
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated May 11, 2016
|
8-K
|
001-36040
|
May 16, 2016
|
|
|
10.30.1
|
First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated August 11, 2016
|
10-Q
|
001-36040
|
November 2, 2016
|
|
|
21.1
|
List of Subsidiaries
|
|
|
|
X
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
X
|
|
24.1
|
Power of Attorney (contained in signature page to this Annual Report on Form 10-K)
|
|
|
|
X
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
|
|
|
|
X
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
|
|
|
|
X
|
|
32.1*
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
|
|
|
|
X
|
|
32.2*
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
|
|
|
|
X
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
|
|
|
X
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
X
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
X
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
X
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
X
|
† Management contract or compensatory plan.
|
*
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
56
Management’s Report on Internal Control Over Financial Reporting
The management of Fox is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Fox’s internal controls over financial reporting is a process designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation and fair presentation of financial statements issued for external purposes in accordance with accounting principles generally accepted in the United States of America (US GAAP). Under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, Fox conducted an evaluation of the effectiveness of our internal controls over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In making its assessment of internal controls over financial reporting, management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control- Integrated Framework (2013). Based on the evaluation, our management concluded that its internal controls over financial reporting were effective as of
December 30, 2016
.
March 1, 2017
|
/s/ Larry L. Enterline
|
|
Larry L. Enterline
|
|
/s/ Zvi Glasman
|
|
Zvi Glasman
|
57
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Fox Factory Holding Corp.
Scotts Valley, California
We have audited the accompanying consolidated balance sheets of Fox Factory Holding Corp. (a Delaware corporation) and subsidiaries (the "Company") as of
December 30, 2016
and
December 31, 2015
, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended
December 30, 2016
. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fox Factory Holding Corp. and subsidiaries as of
December 30, 2016
and
December 31, 2015
, and the results of their operations and their cash flows for each of the three years in the period ended
December 30, 2016
, in conformity with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
San Francisco, California
March 1, 2017
58
FOX FACTORY HOLDING CORP.
Consolidated Balance Sheets
(in thousands, except par value)
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
|
|||||||
|
Assets
|
|||||||
|
Current assets:
|
|||||||
|
Cash and cash equivalents
|
$
|
35,280
|
|
$
|
6,944
|
|
|
|
Accounts receivable (net of allowances of $397 and $407 at December 30, 2016 and December 31, 2015, respectively)
|
61,617
|
|
43,660
|
|
|||
|
Inventory
|
71,243
|
|
68,202
|
|
|||
|
Prepaids and other current assets
|
14,772
|
|
13,135
|
|
|||
|
Total current assets
|
182,912
|
|
131,941
|
|
|||
|
Property, plant and equipment, net
|
32,262
|
|
26,094
|
|
|||
|
Deferred tax assets
|
4,082
|
|
1,065
|
|
|||
|
Goodwill
|
57,781
|
|
57,653
|
|
|||
|
Intangibles, net
|
57,855
|
|
60,849
|
|
|||
|
Other assets
|
708
|
|
114
|
|
|||
|
Total assets
|
$
|
335,600
|
|
$
|
277,716
|
|
|
|
Liabilities and stockholders’ equity
|
|||||||
|
Current liabilities:
|
|||||||
|
Accounts payable
|
$
|
42,063
|
|
$
|
32,072
|
|
|
|
Accrued expenses
|
28,612
|
|
23,234
|
|
|||
|
Reserve for uncertain tax positions
|
7,204
|
|
8,924
|
|
|||
|
Current portion of long-term debt
|
3,625
|
|
2,790
|
|
|||
|
Current portion of contingent consideration
|
5,532
|
|
6,950
|
|
|||
|
Total current liabilities
|
87,036
|
|
73,970
|
|
|||
|
Line of credit
|
—
|
|
1,500
|
|
|||
|
Long-term debt, less current portion
|
63,058
|
|
43,591
|
|
|||
|
Deferred rent
|
569
|
|
695
|
|
|||
|
Contingent consideration, less current portion
|
—
|
|
5,700
|
|
|||
|
Total liabilities
|
150,663
|
|
125,456
|
|
|||
|
Commitments and contingencies (Note 8)
|
|
|
|||||
|
Stockholders’ equity
|
|||||||
|
Preferred stock, $0.001 par value — 10,000 authorized and no shares issued or outstanding as of December 30, 2016 and December 31, 2015
|
—
|
|
—
|
|
|||
|
Common stock, $0.001 par value — 90,000 authorized; 37,781 shares issued and 36,891 outstanding as of December 30, 2016; 37,415 shares issued and 37,025 outstanding as of December 31, 2015
|
37
|
|
37
|
|
|||
|
Additional paid-in capital
|
108,049
|
|
102,860
|
|
|||
|
Treasury stock, at cost; 890 common shares as of December 30, 2016 and 390 common shares as of December 31, 2015
|
(13,754
|
)
|
(5,807
|
)
|
|||
|
Accumulated other comprehensive loss
|
(2,193
|
)
|
(1,953
|
)
|
|||
|
Retained earnings
|
92,798
|
|
57,123
|
|
|||
|
Total stockholders’ equity
|
184,937
|
|
152,260
|
|
|||
|
Total liabilities and stockholders’ equity
|
$
|
335,600
|
|
$
|
277,716
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
59
FOX FACTORY HOLDING CORP.
Consolidated Statements of Income
(in thousands, except per share data)
|
For the years ended
|
||||||||||||
|
December 30,
|
|
December 31,
|
|
December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Sales
|
$
|
403,077
|
|
$
|
366,798
|
|
$
|
306,734
|
|
|||
|
Cost of sales
|
276,689
|
|
254,756
|
|
212,314
|
|
||||||
|
Gross profit
|
126,388
|
|
112,042
|
|
94,420
|
|
||||||
|
Operating expenses:
|
||||||||||||
|
Sales and marketing
|
25,796
|
|
23,182
|
|
19,192
|
|
||||||
|
Research and development
|
18,459
|
|
17,001
|
|
13,642
|
|
||||||
|
General and administrative
|
27,693
|
|
21,053
|
|
17,683
|
|
||||||
|
Amortization of purchased intangibles
|
2,988
|
|
8,525
|
|
6,424
|
|
||||||
|
Fair value adjustment of contingent consideration and acquisition related compensation
|
5,911
|
|
6,937
|
|
2,856
|
|
||||||
|
Total operating expenses
|
80,847
|
|
76,698
|
|
59,797
|
|
||||||
|
Income from operations
|
45,541
|
|
35,344
|
|
34,623
|
|
||||||
|
Other expense, net:
|
||||||||||||
|
Interest expense
|
2,088
|
|
1,549
|
|
999
|
|
||||||
|
Other expense (income), net
|
363
|
|
(449
|
)
|
(693
|
)
|
||||||
|
Other expense, net
|
2,451
|
|
1,100
|
|
306
|
|
||||||
|
Income before income taxes
|
43,090
|
|
34,244
|
|
34,317
|
|
||||||
|
Provision for income taxes
|
7,415
|
|
9,290
|
|
6,631
|
|
||||||
|
Net income
|
$
|
35,675
|
|
$
|
24,954
|
|
$
|
27,686
|
|
|||
|
Earnings per share:
|
||||||||||||
|
Basic
|
$
|
0.97
|
|
$
|
0.67
|
|
$
|
0.75
|
|
|||
|
Diluted
|
$
|
0.94
|
|
$
|
0.66
|
|
$
|
0.73
|
|
|||
|
Weighted average shares used to compute earnings per share:
|
||||||||||||
|
Basic
|
36,799
|
|
36,989
|
|
36,756
|
|
||||||
|
Diluted
|
37,801
|
|
37,894
|
|
37,807
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
60
FOX FACTORY HOLDING CORP.
Consolidated Statements of Comprehensive Income
(in thousands)
|
For the years ended
|
||||||||||||
|
December 30,
|
December 31,
|
December 31,
|
||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Net income
|
$
|
35,675
|
|
$
|
24,954
|
|
$
|
27,686
|
|
|||
|
Other comprehensive loss
|
||||||||||||
|
Foreign currency translation adjustments, net of tax effects
|
(240
|
)
|
(1,547
|
)
|
(391
|
)
|
||||||
|
Other comprehensive loss
|
(240
|
)
|
(1,547
|
)
|
(391
|
)
|
||||||
|
Comprehensive income
|
$
|
35,435
|
|
$
|
23,407
|
|
$
|
27,295
|
|
|||
The accompanying notes are an integral part of these consolidated financial statements.
61
FOX FACTORY HOLDING CORP.
Consolidated Statements of Stockholders' Equity
(in thousands, except per share amounts)
|
Common Stock
|
Treasury
|
Additional paid-in capital
|
Accumulated other comprehensive (loss) income
|
Retained earnings
|
Total stockholders' equity
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
|
Balance- December 31, 2013
|
36,317
|
|
$
|
36
|
|
—
|
|
$
|
—
|
|
$
|
87,788
|
|
$
|
(15
|
)
|
$
|
4,483
|
|
$
|
92,292
|
|
||||||
|
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding
|
800
|
|
1
|
|
—
|
|
—
|
|
2,107
|
|
—
|
|
—
|
|
2,108
|
|
||||||||||||
|
Excess tax benefit from exercise of stock options
|
—
|
|
—
|
|
—
|
|
—
|
|
2,680
|
|
—
|
|
—
|
|
2,680
|
|
||||||||||||
|
Tax benefit from equity issuance costs
|
—
|
|
—
|
|
—
|
|
—
|
|
958
|
|
—
|
|
—
|
|
958
|
|
||||||||||||
|
Repurchases of common stock
|
—
|
|
—
|
|
39
|
|
(571
|
)
|
—
|
|
—
|
|
—
|
|
(571
|
)
|
||||||||||||
|
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
4,044
|
|
—
|
|
—
|
|
4,044
|
|
||||||||||||
|
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(391
|
)
|
—
|
|
(391
|
)
|
||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,686
|
|
27,686
|
|
||||||||||||
|
Balance- December 31, 2014
|
37,117
|
|
37
|
|
39
|
|
$
|
(571
|
)
|
$
|
97,577
|
|
$
|
(406
|
)
|
$
|
32,169
|
|
$
|
128,806
|
|
|||||||
|
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding
|
298
|
|
—
|
|
—
|
|
—
|
|
(163
|
)
|
—
|
|
—
|
|
(163
|
)
|
||||||||||||
|
Excess tax benefit from exercise of stock options
|
—
|
|
—
|
|
—
|
|
—
|
|
539
|
|
—
|
|
—
|
|
539
|
|
||||||||||||
|
Repurchases of common stock
|
—
|
|
—
|
|
351
|
|
(5,236
|
)
|
—
|
|
—
|
|
—
|
|
(5,236
|
)
|
||||||||||||
|
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
4,907
|
|
—
|
|
—
|
|
4,907
|
|
||||||||||||
|
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,547
|
)
|
—
|
|
(1,547
|
)
|
||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,954
|
|
24,954
|
|
||||||||||||
|
Balance- December 31, 2015
|
37,415
|
|
$
|
37
|
|
390
|
|
$
|
(5,807
|
)
|
$
|
102,860
|
|
$
|
(1,953
|
)
|
$
|
57,123
|
|
$
|
152,260
|
|
||||||
|
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding
|
366
|
|
—
|
|
—
|
|
—
|
|
(1,034
|
)
|
—
|
|
—
|
|
(1,034
|
)
|
||||||||||||
|
Repurchases of common stock
|
—
|
|
—
|
|
500
|
|
(7,947
|
)
|
—
|
|
—
|
|
—
|
|
(7,947
|
)
|
||||||||||||
|
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
6,223
|
|
—
|
|
—
|
|
6,223
|
|
||||||||||||
|
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(240
|
)
|
—
|
|
(240
|
)
|
||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35,675
|
|
35,675
|
|
||||||||||||
|
Balance- December 30, 2016
|
37,781
|
|
$
|
37
|
|
890
|
|
$
|
(13,754
|
)
|
$
|
108,049
|
|
$
|
(2,193
|
)
|
$
|
92,798
|
|
$
|
184,937
|
|
||||||
The accompanying notes are an integral part of these consolidated statements.
62
FOX FACTORY HOLDING CORP.
(in thousands)
|
For the years ended
|
|||||||||||
|
December 30,
|
December 31,
|
December 31,
|
|||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
OPERATING ACTIVITIES:
|
|||||||||||
|
Net income
|
$
|
35,675
|
|
$
|
24,954
|
|
$
|
27,686
|
|
||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
8,754
|
|
13,063
|
|
9,730
|
|
|||||
|
Cost of goods on acquired inventory step up
|
212
|
|
812
|
|
953
|
|
|||||
|
Provision for doubtful accounts
|
53
|
|
75
|
|
(18
|
)
|
|||||
|
Stock-based compensation
|
6,223
|
|
4,907
|
|
4,044
|
|
|||||
|
Excess tax benefit from exercise of stock options
|
—
|
|
(539
|
)
|
(2,680
|
)
|
|||||
|
Tax benefit from equity issuance costs
|
—
|
|
—
|
|
(958
|
)
|
|||||
|
Loss (gain) on disposal of property and equipment
|
13
|
|
54
|
|
(27
|
)
|
|||||
|
Deferred taxes
|
(3,016
|
)
|
(4,364
|
)
|
(5,399
|
)
|
|||||
|
Amortization of loan fees
|
258
|
|
198
|
|
182
|
|
|||||
|
Gain on bargain purchase, net of deferred taxes
|
—
|
|
(315
|
)
|
—
|
|
|||||
|
Change in fair value of contingent consideration
|
(229
|
)
|
(748
|
)
|
2,217
|
|
|||||
|
Changes in operating assets and liabilities:
|
|||||||||||
|
Accounts receivable
|
(17,915
|
)
|
(5,510
|
)
|
(635
|
)
|
|||||
|
Inventory
|
(2,991
|
)
|
(11,128
|
)
|
(2,157
|
)
|
|||||
|
Income taxes
|
1,467
|
|
(2,389
|
)
|
2,563
|
|
|||||
|
Prepaids and other assets
|
(2,089
|
)
|
(1,909
|
)
|
(2,988
|
)
|
|||||
|
Accounts payable
|
9,610
|
|
2,138
|
|
1,406
|
|
|||||
|
Accrued expenses
|
2,946
|
|
10,709
|
|
(764
|
)
|
|||||
|
Deferred rent
|
(126
|
)
|
14
|
|
(250
|
)
|
|||||
|
Net cash provided by operating activities
|
38,845
|
|
30,022
|
|
32,905
|
|
|||||
|
INVESTING ACTIVITIES:
|
|||||||||||
|
Acquisition of businesses
|
(198
|
)
|
(2,414
|
)
|
(70,938
|
)
|
|||||
|
Purchases of property and equipment
|
(12,024
|
)
|
(10,894
|
)
|
(4,625
|
)
|
|||||
|
Acquisition of other assets
|
—
|
|
—
|
|
(1,401
|
)
|
|||||
|
Proceeds from sale of property and equipment
|
—
|
|
145
|
|
135
|
|
|||||
|
Net cash used in investing activities
|
(12,222
|
)
|
(13,163
|
)
|
(76,829
|
)
|
|||||
|
FINANCING ACTIVITIES:
|
|||||||||||
|
Proceeds from line of credit
|
29,500
|
|
37,000
|
|
18,600
|
|
|||||
|
Payments on line of credit
|
(12,500
|
)
|
(35,500
|
)
|
(26,600
|
)
|
|||||
|
Payment of contingent consideration liability
|
(6,889
|
)
|
(7,854
|
)
|
—
|
|
|||||
|
Proceeds from issuance of debt, net of origination fees of $286
|
9,222
|
|
—
|
|
79,556
|
|
|||||
|
Repayment of debt
|
(8,522
|
)
|
(2,838
|
)
|
(30,000
|
)
|
|||||
|
Tax benefit from equity issuance costs
|
—
|
|
—
|
|
958
|
|
|||||
|
(Repurchases) proceeds from stock compensation, net
|
(1,034
|
)
|
(163
|
)
|
2,108
|
|
|||||
|
Excess tax benefit from exercise of stock options
|
—
|
|
539
|
|
2,680
|
|
|||||
|
Repurchase of common stock
|
(7,947
|
)
|
(5,236
|
)
|
(571
|
)
|
|||||
63
|
Net cash provided by (used in) financing activities
|
1,830
|
|
(14,052
|
)
|
46,731
|
|
|||||
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(117
|
)
|
(75
|
)
|
(278
|
)
|
|||||
|
CHANGE IN CASH AND CASH EQUIVALENTS
|
28,336
|
|
2,732
|
|
2,529
|
|
|||||
|
CASH AND CASH EQUIVALENTS—Beginning of year
|
6,944
|
|
4,212
|
|
1,683
|
|
|||||
|
CASH AND CASH EQUIVALENTS—End of year
|
$
|
35,280
|
|
$
|
6,944
|
|
$
|
4,212
|
|
||
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|||||||||||
|
Cash paid during the period for:
|
|||||||||||
|
Income taxes
|
$
|
8,880
|
|
$
|
15,928
|
|
$
|
9,338
|
|
||
|
Interest
|
$
|
1,786
|
|
$
|
1,338
|
|
$
|
809
|
|
||
|
Non-cash investing and financing activities:
|
|||||||||||
|
Refinancing of line of credit to term debt
|
$
|
18,500
|
|
$
|
—
|
|
$
|
—
|
|
||
|
Contingent consideration - acquisition of Sport Truck USA, Inc.
|
$
|
—
|
|
$
|
—
|
|
$
|
19,035
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
64
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements
December 30, 2016
(in thousands, except per share amounts)
1. Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies
Fox Factory Holding Corp. (the "Company") designs and manufactures performance ride dynamics products primarily for bicycles, side-by-side vehicles, on-road and off-road vehicles and trucks, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles. The Company acts both as a tier one supplier to leading action sports original equipment manufacturers and provides aftermarket products to retailers and distributors.
Throughout this Form 10-K, unless stated otherwise or as the context otherwise requires, the "Company," "FOX," "Fox Factory," "we," "us," "our," and "ours" refer to Fox Factory Holding Corp. and its wholly owned operating subsidiaries on a consolidated basis.
Change in Fiscal Year -
For fiscal year 2016, the Company has changed from a calendar year ending on December 31 to a 52-53 week fiscal year ending on the Friday nearest to December 31, effective beginning with the first quarter of 2016. Therefore, the financial results of certain future fiscal years and quarters, which will contain 53 and 14 weeks, respectively, will not be exactly comparable to the prior and subsequent fiscal years and quarters, which contain 52 and 13 weeks, respectively. The adoption of a 52-53 week year was not deemed a change in fiscal year for purposes of reporting subject to Rule 13a-10 or 15d-10; hence, no transition reports are required. The Company has made the change in fiscal years on a prospective basis and thus will not revise the Company’s previously reported financial statements as of and for the years ended December 31, 2015 and 2014 or any interim period therein.
This change in fiscal year was identified as a best practice in connection with the Company’s previously disclosed global enterprise resource planning system, which the Company began implementing in May 2015. The Company believes this change will provide numerous benefits, including but not limited to, better alignment with manufacturing scheduling and improved comparability between periods.
Basis of Presentation
- The accompanying consolidated financial statements have been prepared in accordance with United States of America ("U.S.") generally accepted accounting principles ("GAAP").
Principles of Consolidation
- The consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
- The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates.
In the second quarter of 2014, the Company concluded an analysis of legal developments and business practices relative to the apportionment of income for state tax purposes that resulted in a change in estimate regarding income taxes. See
Note 11 - Income Taxes
.
Foreign Currency Translation and Transaction
- The functional currency of the Company’s non-U.S. entities is the local currency of the respective operations. The Company translates the financial statements of its non-U.S. entities into U.S. Dollars each reporting period for purposes of consolidation. Assets and liabilities of the Company’s foreign subsidiaries are translated at the period-end currency exchange rates while sales and expenses are translated at the average currency exchange rates in effect for the period. The effects of these translation adjustments are a component of other comprehensive income.
Foreign currency transaction losses (gains) of
$340
,
$(187)
, and $
(649)
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively, are included as a component of other income or expense.
Cash and Cash Equivalents
- Cash consists of cash maintained in a checking account. All highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents.
65
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
Accounts Receivable
-
Accounts receivable are unsecured customer obligations which generally require payment within various terms from the invoice date. The receivables are stated at the invoice amount. Financing terms vary by customer. Payments of accounts receivable are applied to the specific invoices identified on the customer’s remittance advice or if unspecified, generally to the earliest unpaid invoices.
The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of amounts that may not be collected. All accounts or portions thereof deemed to be uncollectible or that may require an excessive collection cost are written off to the allowance for doubtful accounts.
Concentration of Credit Risk
- Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and accounts receivable. The Company’s cash is held at several U.S. and non-U.S. financial institutions. The account balances may significantly exceed the insurance coverage provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company has not experienced any losses in its uninsured accounts.
The Company mitigates its credit risk with respect to accounts receivable by performing ongoing credit evaluations and monitoring of its customers’ accounts receivable balances. The following customers accounted for 10% or more of the Company’s accounts receivable balance:
|
|
December 30,
|
December 31,
|
|
|
|
2016
|
2015
|
|
|
Customer A
|
17%
|
|
16%
|
|
Customer B
|
14%
|
|
8%
|
During the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, Customer A from the table above represented
14%
,
12%
, and
14%
of sales, respectively. No other customers were individually significant in any of these periods.
The Company depends on a limited number of vendors to supply component parts for its products. The Company purchased
34%
,
37%
, and
44%
of its product components for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively, from ten vendors. As of December 30,
2016
and December 31,
2015
, amounts due to these vendors represented
19%
and
27%
of accounts payable, respectively.
Allowance for Doubtful Accounts
- The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, the aging of the accounts receivable, historical write-offs, and the credit-worthiness of each customer. If circumstances change, such as higher-than-expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations, the Company’s estimate of the recoverability of the amounts due could be reduced by a material amount.
The following table presents the activity in the allowance for doubtful accounts:
|
For the years ended
|
|||||||||||
|
Allowance for doubtful accounts:
|
2016
|
2015
|
2014
|
||||||||
|
Balance, beginning of year
|
$
|
407
|
|
$
|
348
|
|
$
|
366
|
|
||
|
Add: bad debt expense (benefit)
|
53
|
|
75
|
|
(10
|
)
|
|||||
|
Less: write-offs, net of recoveries
|
(63
|
)
|
(16
|
)
|
(8
|
)
|
|||||
|
Balance, end of year
|
$
|
397
|
|
$
|
407
|
|
$
|
348
|
|
||
Inventories
- Inventories are stated at the lower of actual cost (or standard cost which generally approximates actual costs on a first-in first-out basis) or market value. Cost includes raw materials, as well as direct labor and manufacturing overhead for products we manufacture. Market value is based on current replacement cost for raw materials and on a net realizable value for finished goods. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances.
66
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
Property and Equipment
- Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized.
Leasehold improvements are amortized on a straight-line basis over the terms of the lease, or the useful lives of the assets, whichever is shorter. The value assigned to land associated with buildings we own, which is not material, is not amortized. Depreciation and amortization periods for the Company’s property and equipment are as follows:
|
Asset Classification
|
Estimated useful life
|
|
|
Machine shop equipment
|
10-15 years
|
|
|
Manufacturing equipment
|
5-10 years
|
|
|
Information systems, office equipment and furniture
|
3-5 years
|
|
|
Internal use computer software
|
10 years
|
|
|
Transportation equipment
|
5 years
|
|
|
Buildings
|
39 years
|
|
Internal Use Computer Software Costs
- Costs incurred to purchase and develop computer software for internal use are capitalized during the application development and implementation stages. These software costs have been for enterprise-level business and finance software that is customized to meet the Company’s operational needs. Capitalized costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software beginning when the software project is substantially complete and placed in service. Costs incurred during the preliminary project stage and costs for training, data conversion, and maintenance are expensed as incurred.
Impairment of Long-lived Assets
-The Company periodically reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the assets, an impairment loss is recorded to write the assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows.
No
impairment charges were recorded during the years ended years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
.
Business Combinations
- The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets acquired, liabilities assumed and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. During the measurement period, the Company records adjustments to provisional amounts recorded for assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s consolidated statements of income.
Goodwill and Intangible Assets
- Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. Annually the Company either makes a qualitative assessment prior to proceeding to step 1 of the annual goodwill impairment test or performs a two-step impairment test. If the Company makes a qualitative assessment and it determines that the fair value of the reporting unit is less than its carrying amount, the Company would perform step 1 of the annual goodwill impairment test and, if necessary, proceed to step 2. Otherwise, no further evaluation is necessary. For the two-step impairment test, in the first step, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of the reporting unit based on a weighting of income and market approaches. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company performs the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. Impairments, if any, are charged directly to earnings. The Company has a single reporting unit for purposes of assessing goodwill impairment. No impairment charges have been incurred to date.
67
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
Intangible assets include customer relationships and the Company’s core technology, are subject to amortization over their respective useful lives, and are classified in intangibles, net in the accompanying consolidated balance sheet. These intangibles are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. If facts and circumstances indicate that the carrying value might not be recoverable, projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives is compared against their respective carrying amounts. Trademarks and brands are considered to be indefinite life intangibles, and are not amortized but are subject to testing for impairment annually.
No
impairments of intangible assets were identified in the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
.
Self-Insurance
-
Since January 2015, the Company has been partially self-insured for its U.S. employee health and welfare benefits. The Company’s liability for self-insurance is based on claims filed and an estimate of claims incurred but not yet reported. The Company considers a number of factors, including historical claims information, when determining the amount of the accrual. Costs related to the administration of the plan and related claims are expensed as incurred. The Company has third-party insurance coverage to limit exposure for individually significant claims. The estimates for unpaid claims incurred as of
December 30, 2016
and
December 31, 2015
are
$1,101
and
$454
respectively, and are recorded within accrued expenses on the consolidated balance sheets.
Revenue Recognition
- The Company recognizes sales when persuasive evidence of an arrangement exists, title has transferred, the sales price is fixed or determinable, and collectability of the receivable is reasonably assured. Provisions for discounts, rebates, sales incentives, returns, and other adjustments are provided for in the period the related sales are recorded based on an assessment of historical trends and current projection of future results. Sales are recorded net of sales tax.
Cost of Sales
- Cost of sales primarily consists of materials and labor expense in the manufacturing of the Company’s products. Cost of sales also includes provisions for excess and obsolete inventory, warranty costs, certain allocated costs for facilities, depreciation and other manufacturing overhead. Additionally, it includes stock-based compensation for personnel directly involved with manufacturing the Company’s product offerings.
Shipping and Handling Fees and Costs
- The Company includes shipping and handling fees billed to customers in sales. Shipping costs associated with inbound freight are capitalized as part of inventory and included in cost of sales as products are sold.
Sales and Marketing
- Sales and marketing expenses include costs related to sales, customer service and marketing personnel, including their wages, employee benefits and related stock-based compensation, and occupancy related expenses. Other significant sales and marketing expenses include race support and sponsorships of events and athletes, advertising and promotions related to trade shows, travel and entertainment, and promotional materials, products and sales offices costs.
Research and Development
- Research and development expenses consist primarily of salaries and personnel costs, including wages, employee benefits and related stock-based compensation for the Company’s engineering, research and development teams, occupancy related expenses, fees for third party consultants, service fees, and expenses for prototype tooling and materials, travel, and supplies. The Company expenses research and development costs as incurred.
General and Administrative
- General and administrative expenses include costs related to executive, finance, information technology, human resources and administrative personnel, including wages, employee benefits and related stock-based compensation expenses. The Company records professional and contract service expenses, occupancy related expenses associated with corporate locations and equipment, and legal expenses in general and administrative expenses.
Stock-Based Compensation
- The Company measures stock-based compensation for all stock-based awards, including stock options and restricted stock units (“RSUs”), based on their estimated fair values on the date of the grant and recognizes the stock-based compensation cost for time-vested awards on a straight-line basis over the requisite service period. For performance-based RSUs, the number of shares ultimately expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. To the extent shares are expected to vest, the stock-based compensation cost is recognized on a straight-line basis over the requisite service period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The Company does not estimate forfeitures in recognizing stock based compensation expense. The fair value of the RSU’s is equal to the fair value of the Company’s common stock on the grant date of the award.
Income Taxes
- The Company accounts for income taxes using an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Operating loss and tax credit carryforwards are measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized.
68
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.
Advertising
- Advertising costs are expensed as incurred. Costs incurred for advertising totaled
$1,242
,
$1,532
, and
$1,012
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively.
Warranties
- The Company offers limited warranties on its products for
one
to
two years
. The Company recognizes estimated costs related to warranty activities as a component of cost of sales upon product shipment. The estimates are based upon historical product failure rates and historical costs incurred in correcting product failures. The recorded amount is adjusted from time to time for specifically identified warranty exposures. Actual warranty expenses are charged against the Company’s estimated warranty liability when incurred. Factors that affect the Company’s liability include the number of units, historical and anticipated rates of warranty claims, and the cost per claim.
Fair Value of Financial Instruments
- The Financial Accounting Standards Board ("FASB") has issued Accounting Standards Codification 820,
Fair Value Measurements and Disclosures
, that requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. Amounts owed under the Company's credit facility approximate fair value due to the variable interest rate features embedded in both the line of credit and term debt.
Certain Significant Risks and Uncertainties
- The Company is subject to those risks common in manufacturing-driven markets, including, but not limited to, competitive forces, dependence on key personnel, customer demand for its products, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.
Recent Accounting Pronouncements
- In May 2014, the FASB and International Accounting Standards Board issued their converged standard on revenue recognition, Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers,
updated in December 2016 with the release of ASU 2016-20. This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of fiscal 2018. The Company can choose to apply this standard retrospectively for each prior reporting period presented or retrospectively with the cumulative effect of initially applying the standard recognized at the date of the initial application in retained earnings. The Company has not yet selected a transition method nor have we determined the impact of the new standard on our consolidated financial statements.
69
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires the presentation of debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. Amortization of such costs will continue to be reported as interest expense. The Company adopted ASU 2015-03 effective January 1, 2016 on a retrospective basis. As a result, debt issuance costs of $781 have been reclassified from other assets to long-term debt in the December 31, 2015 consolidated balance sheet.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The guidance applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. Under the guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of fiscal 2017. The Company does not expect this guidance to have a significant impact on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the existing guidance for lease accounting. This ASU will require lessees to recognize leases with durations greater than twelve months on the balance sheet. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2019. Early adoption is permitted. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. The Company early adopted the guidance effective January 1, 2016. As provided in the guidance, the Company made a policy election to account for forfeitures as they occur rather than on an estimated basis. The policy election and amendments related to the timing of when excess tax benefits are recognized and their recognition in the income tax provision were applied utilizing the modified retrospective transition method. The impact of the forfeiture policy election on the results of operations and opening equity was immaterial. The Company elected to adopt the amendments related to the presentation of excess tax benefits on the statement of cash flows using a prospective transition method. Accordingly, cash flows for the years December 31, 2015 and 2014 have not been adjusted.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation of certain transactions, including but not limited to contingent consideration payments made after a business combination and debt prepayment and extinguishment costs in the cash flow statement. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2019. Early adoption is permitted. The Company is currently assessing the impact this guidance will have on its consolidated statement of cash flows.
In October 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-Entity Transfer of Assets Other Than Inventory, which improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2018. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides more guidance to an entity when they are assessing if transactions should be accounted for as acquisitions of assets or businesses. The clarification of the definition of a business impacts various areas of accounting such as acquisitions, disposals, goodwill, and consolidations. This standard will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2018. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
Other accounting standards updates effective after December 30, 2016, are not expected to have a material effect on the Company’s financial position, annual results of operations or cash flows.
Reclassifications
- As a result of the Company's adoption of ASU 2015-03, debt issuance costs have been reclassified from other assets to long-term debt in the December 31, 2015 consolidated balance sheet. Additionally, income taxes receivable have been reclassified from other current assets to income taxes in the statement of cash flows for the year ended December 31, 2015. There was no impact on net cash provided by operating activities.
70
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
2. Inventory
Inventory consisted of the following:
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
Raw materials
|
$
|
46,679
|
|
$
|
43,468
|
|
|
|
Work-in-process
|
1,929
|
|
1,921
|
|
|||
|
Finished goods
|
22,635
|
|
22,813
|
|
|||
|
Total inventory
|
$
|
71,243
|
|
$
|
68,202
|
|
|
3. Property, Plant and Equipment, net
Property, plant and equipment consisted of the following:
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
Machinery and manufacturing equipment
|
$
|
28,752
|
|
$
|
22,488
|
|
|
|
Information systems, office equipment and furniture
|
7,449
|
|
7,128
|
|
|||
|
Internal use computer software
|
5,337
|
|
2,701
|
|
|||
|
Transportation equipment
|
2,531
|
|
2,243
|
|
|||
|
Building and land
|
4,358
|
|
3,469
|
|
|||
|
Leasehold improvements
|
8,083
|
|
6,970
|
|
|||
|
Total
|
56,510
|
|
44,999
|
|
|||
|
Less: accumulated depreciation and amortization
|
(24,248
|
)
|
(18,905
|
)
|
|||
|
Property, plant and equipment, net
|
$
|
32,262
|
|
$
|
26,094
|
|
|
Depreciation expense was
$5,766
,
$4,538
, and $
3,306
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively, including
$254
,
$0
, and
$0
of internal use software amortization for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively.
71
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
4. Goodwill and Intangible Assets
Intangible assets, excluding goodwill, are comprised of the following:
|
Gross
carrying
amount
|
Accumulated
amortization
|
Net
carrying
amount
|
Weighted
average life
(years)
|
||||||||||
|
December 30, 2016:
|
|||||||||||||
|
Customer relationships
|
$
|
38,990
|
|
$
|
(15,548
|
)
|
$
|
23,442
|
|
12
|
|||
|
Core technology
|
33,400
|
|
(32,717
|
)
|
683
|
|
8
|
||||||
|
Patents
|
1,335
|
|
(1,176
|
)
|
159
|
|
4
|
||||||
|
Total
|
$
|
73,725
|
|
$
|
(49,441
|
)
|
24,284
|
|
|||||
|
Trademarks and brands, not subject to amortization
|
33,571
|
|
|||||||||||
|
Total
|
$
|
57,855
|
|
||||||||||
|
December 31, 2015:
|
|||||||||||||
|
Customer relationships
|
$
|
39,004
|
|
$
|
(13,013
|
)
|
$
|
25,991
|
|
13
|
|||
|
Core technology
|
33,400
|
|
(32,559
|
)
|
841
|
|
8
|
||||||
|
Patents
|
1,335
|
|
(889
|
)
|
446
|
|
4
|
||||||
|
Total
|
$
|
73,739
|
|
$
|
(46,461
|
)
|
27,278
|
|
|||||
|
Trademarks and brands, not subject to amortization
|
33,571
|
|
|||||||||||
|
Total
|
$
|
60,849
|
|
||||||||||
|
For the years ended
|
||||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Amortization of intangibles
|
$
|
2,988
|
|
$
|
8,525
|
|
$
|
6,424
|
|
|||
The Company acquired intangible assets in conjunction with acquisitions. The company recorded valuation adjustments during the year ended
December 30, 2016
, as more fully described in
Note 15 - Acquisitions
. The acquired definite lived assets will be amortized on a straight-line basis.
|
Goodwill activity consisted of the following:
|
|||
|
Balance as of December 31, 2015
|
$
|
57,653
|
|
|
Acquisitions - Refer to Note 15, Acquisitions
|
148
|
|
|
|
Currency translation and other adjustments
|
(20
|
)
|
|
|
Balance as of December 30, 2016
|
$
|
57,781
|
|
Future amortization expense for finite-lived intangibles as of
December 30, 2016
is as follows:
|
For fiscal year:
|
Amortization Expense
|
||
|
2017
|
$
|
2,770
|
|
|
2018
|
2,770
|
|
|
|
2019
|
2,699
|
|
|
|
2020
|
2,015
|
|
|
|
2021
|
1,913
|
|
|
|
Thereafter
|
12,117
|
|
|
|
Total expected future amortization
|
$
|
24,284
|
|
72
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
5. Accrued Expenses
Accrued expenses consisted of the following:
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
Payroll and related expenses
|
$
|
10,717
|
|
$
|
8,143
|
|
|
|
Management earn-out related to Race Face/Easton (Note 8)
|
6,421
|
|
7,242
|
|
|||
|
Warranty
|
4,593
|
|
3,914
|
|
|||
|
Income tax payable
|
4,490
|
|
1,949
|
|
|||
|
Other accrued expenses
|
2,391
|
|
1,986
|
|
|||
|
Total
|
$
|
28,612
|
|
$
|
23,234
|
|
|
Activity related to warranties is as follows:
|
For the years ended
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Beginning warranty liability
|
$
|
3,914
|
|
$
|
4,215
|
|
$
|
3,857
|
|
||
|
Charge to cost of sales
|
4,833
|
|
3,616
|
|
4,381
|
|
|||||
|
Fair value of warranty assumed in acquisition
|
—
|
|
—
|
|
382
|
|
|||||
|
Costs incurred
|
(4,154
|
)
|
(3,917
|
)
|
(4,405
|
)
|
|||||
|
Ending warranty liability
|
$
|
4,593
|
|
$
|
3,914
|
|
$
|
4,215
|
|
||
6. Related Party Transactions
In September 2014, the Company entered into an agreement with Compass to assist with compliance requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. Fees paid for services provided for compliance associated with our fiscal 2015 financial statements were approximately
$135
, including
$72
expensed in the twelve months ended December 30, 2016. This agreement expired upon completion of the services related to fiscal 2015.
Fox Factory, Inc. has a triple-net building lease for its manufacturing and office facilities in Watsonville, California. The building is owned by Mr. Fox. Rent expense under this lease was
$837
,
$1,203
and
$1,186
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively. The lease was amended effective April 2016 to extend the term through
June 30, 2020
, with monthly rental payments of
$60
, which are adjusted annually for a cost-of-living increase based upon the consumer price index. See
Note 8 - Commitments and Contingencies
for a summary of the future minimum lease payments under this operating lease.
Second Amended and Restated Credit Facility
In August 2013, the Company entered into a credit facility with Sun Trust Bank and other named lenders which has been periodically amended and restated; the last restatement occurring on May 11, 2016 and further amended on August 11, 2016 (as most recently amended and restated, the “Second Amended and Restated Credit Facility”). The Second Amended and Restated Credit Facility, which matures on May 11, 2021, provides a revolving line of credit and a maturing secured term loan with a refinanced principal balance of
$75,000
, as a result of a May 2016 amendment and restatement. The term loan is subject to quarterly amortization payments.
73
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
The Second Amended and Restated Credit Facility provides for interest at either a rate based on the London Interbank Offered Rate, or LIBOR, plus a margin ranging from
1.50%
to
2.50%
, or based on the prime rate offered by SunTrust Bank plus a margin ranging from
0.50%
to
1.50%
. At
December 30, 2016
, the one month LIBOR and prime rates were
0.77%
and
3.75%
, respectively. The Second Amended and Restated Credit Facility is secured by substantially all of the Company’s assets, restricts the Company's ability to make certain payments and engage in certain transactions, and also requires that the Company satisfy customary financial ratios. The Company was in compliance with the covenants as of
December 30, 2016
.
The following table summarizes the line of credit under the Amended and Restated 2013 Credit Facility and the 2013 Credit Facility:
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
Amount outstanding
|
$
|
—
|
|
$
|
1,500
|
|
|
|
Available borrowing capacity
|
$
|
100,000
|
|
$
|
58,500
|
|
|
|
Maximum borrowing capacity
|
$
|
100,000
|
|
$
|
60,000
|
|
|
|
Maturity date
|
May 11, 2021
|
||||||
As of
December 30, 2016
, future principal payments for the Term Loan, including the current portion, are summarized as follows:
|
For fiscal year:
|
|||
|
2017
|
$
|
3,750
|
|
|
2018
|
5,156
|
|
|
|
2019
|
5,625
|
|
|
|
2020
|
7,031
|
|
|
|
2021
|
45,625
|
|
|
|
Total
|
67,187
|
|
|
|
Debt issuance cost
|
(504
|
)
|
|
|
Long-term debt, net of issuance cost
|
66,683
|
|
|
|
Less: current portion
|
(3,625
|
)
|
|
|
Long-term debt less current portion
|
$
|
63,058
|
|
8. Commitments and Contingencies
Operating Leases
- The Company has operating lease agreements for administrative, research and development, manufacturing and sales and marketing facilities and equipment that expire at various dates. The Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Rent expense was
$4,819
,
$4,611
, and
$3,214
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively. See
Note 6 - Related Party Transactions
for additional information on related party operating leases.
74
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
Approximate remaining future minimum lease payments under these operating leases as of
December 30, 2016
, are as follows:
|
For fiscal year:
|
Third party future payments
|
Related party future payments
|
Total future payments
|
|||||||||
|
2017
|
$
|
4,184
|
|
$
|
715
|
|
$
|
4,899
|
|
|||
|
2018
|
3,874
|
|
715
|
|
4,589
|
|
||||||
|
2019
|
2,891
|
|
715
|
|
3,606
|
|
||||||
|
2020
|
2,362
|
|
358
|
|
2,720
|
|
||||||
|
2021
|
982
|
|
—
|
|
982
|
|
||||||
|
|
$
|
14,293
|
|
$
|
2,503
|
|
$
|
16,796
|
|
|||
Indemnification Agreements
- In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on the Company’s results of operations, financial position or liquidity.
Legal Proceedings
- A lawsuit was filed on December 17, 2015 by SRAM Corporation (“SRAM”) in the U.S. District Court, Northern District of Illinois, against the Company’s wholly-owned subsidiary, RFE Canada Holding Corp. (“RFE Canada”). The suit alleges patent infringement of U.S. Patent number 9,182,027 and violation of the Lanham Act. SRAM filed a second lawsuit in the same court against RFE Canada on May 16, 2016. That suit alleges patent infringement of U.S patent number 9,291,250.
The Company believes the lawsuits are without merit and intends to vigorously defend itself. As such, the Company has filed, before the U. S. Patent and Trademark Appeals Board ("PTAB"), for an Inter-parties Review of the US Patent 9,182,027 and for a Post Grant Review of the U. S. Patent 9,291,250.
In a separate action the Company filed a lawsuit on January 29, 2016 in the U.S. District Court, Northern District of California against SRAM. That suit alleges SRAM’s infringement of
two
separate Company owned patents, specifically U.S. Patent numbers 6,135,434 and 6,557,674. A second lawsuit was filed by the Company on July 1, 2016 in the U.S. District Court, Northern District of California against SRAM. That suit alleges SRAM’s infringement of the Company’s U.S. Patent numbers 8,226,172 and 8,974,009.
The Company and SRAM have been in discussions and mediation regarding these matters.
The SRAM lawsuits against the Company have been stayed by the Court in Illinois pending a PTAB determination in the Company filed SRAM patent reviews.
Meanwhile the Company filed lawsuits have moved forward as scheduled by the courts. Due to the early stage of this lawsuit and the inherent uncertainties of litigation, the Company is not able to predict either the outcome or a range of reasonably possible losses, if any, at this time. Accordingly, no amounts have been recorded in the consolidated financial statements for the settlement of these matters. Were an unfavorable ruling to occur, or if factors indicate that a loss is probable and reasonably estimable, the Company's business, financial condition or results of operations could be materially and adversely affected.
The Company is involved in other legal matters that arise in the ordinary course of business. Based on information currently available, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's financial condition, results of operations or cash flows.
Other Commitments
- In connection with the acquisition of a business, the Company is committed to make additional consideration payments in 2017 of approximately
$5,532
, based upon the achievement of certain 2016 financial performance goals. See
Note 12 - Fair Value Measurements
. Additionally, in connection with another business acquisition, the Company is committed to pay
$7,797
in Canadian dollar denominated acquisition related compensation in 2017, contingent upon continued employment. The compensation obligation is recognized in the accompanying consolidated statements of income as acquisition related compensation expense as services are performed.
75
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
9. Stockholders' Equity
Secondary Stock Offerings and Share Repurchase Program
In July 2014, selling stockholders, including Compass, sold
5,750
shares of the Company's common stock at a price of
$15.50
per share, less underwriting discounts and commissions, in a secondary public offering. The total shares sold include
750
shares, which were also sold by certain selling stockholders, in connection with the underwriters' option to purchase additional shares. The Company did not sell shares or receive any proceeds from the sales of shares by the selling stockholders.
In February, 2016, the Company's Board of Directors authorized the Company's 2016 stock repurchase program (the "2016 Repurchase Program"), permitting repurchases of up to an aggregate of
$40,000
in shares of common stock. The plan expires on December 31, 2017, unless extended by the Company's Board of Directors. Shares of common stock repurchased under this program are accounted for as treasury stock under the cost method.
In March 2016, Compass sold
2,500
shares of the Company's common stock at a price of
$15.895
per share, less underwriting discounts and commissions, in a secondary public offering. The Company did not sell shares or receive any proceeds from the sales of shares by the selling stockholders. Concurrently, pursuant to the 2016 Repurchase Program and a stock repurchase agreement between Compass and the Company, the Company repurchased
500
shares of its common stock held by Compass for a total of
$7,947
.
In August 2016, selling stockholders, including Compass, sold
4,025
shares of the Company's common stock at a price of
$18.00
per share, less underwriting discounts and commissions, in a secondary public offering. The total shares sold include
525
shares, which were also sold by certain selling stockholders, in connection with the underwriters' option to purchase additional shares. The Company did not sell shares or receive any proceeds from the sales of shares by the selling stockholders.
In November, 2016, the Company closed another secondary offering, whereby the selling stockholders, including Compass, sold an additional
4,025
shares of the Company's common stock at a price of
$20.51
per share, less underwriting discounts and commissions. The total shares sold include
525
shares, which were also sold by certain selling stockholders, in connection with the underwriters' option to purchase additional shares. The Company did not sell shares or receive any proceeds from the sales of shares by the selling stockholders.
The Company incurred approximately
$617
,
$225
, and
$469
of expenses in connection with the secondary offerings during the fiscal years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively, including costs incurred in connection with its 2015 shelf registration statement on Form S-3.
At
December 30, 2016
,
$32,052
remains available for repurchase under the 2016 Repurchase Program. The Company has repurchased
890
shares for a total of
$13,754
under both the 2016 Repurchase Program and the prior repurchase program of the Company, which expired on December 31, 2015.
Equity Incentive Plans
The Company has outstanding awards under the following equity incentive plans: the 2008 Stock Option Plan (the "2008 Plan"), the 2008 Non-Statutory Stock Option Plan (the "2008 Non-Statutory Plan") and the 2013 Omnibus Plan (the "2013 Plan"). No further awards will be granted pursuant to the 2008 Plan or the 2008 Non-Statutory Plan. Under the 2013 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance units and/or performance shares.
The equity incentive plans are administered by the Compensation Committee of the board of directors of the Company, which has the authority to determine the type of incentive award, as well as the terms and conditions of the awards. Options granted under the plans have vesting periods ranging from
one
to
five years
and expire no later than
10 years
from the date of grant. RSUs generally vest over a
four
-year period with
25%
vesting at the end of one year and the remaining vesting annually thereafter. In addition to time-based vesting criteria, certain of our RSUs include performance-based vesting criteria. As of
December 30, 2016
, there were
4,484
shares reserved for issuance under the Company's equity incentive plans and
2,223
shares available for grant under the 2013 Plan. The Company generally issues new shares in connection with awards under its equity incentive plans.
76
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
Stock-Based Compensation
Compensation expense related to the Company's share-based awards for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
was
$6,223
,
$4,907
and
$4,044
, respectively, of which
$5,977
,
$4,576
and
$3,401
, respectively, related to RSUs and
$246
,
$331
and
$643
, respectively, related to stock options.
The following table summarizes the allocation of stock-based compensation in the accompanying consolidated statements of income:
|
For the fiscal years ended
|
||||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Cost of sales
|
$
|
139
|
|
$
|
82
|
|
$
|
43
|
|
|||
|
Sales and marketing
|
598
|
|
430
|
|
279
|
|
||||||
|
Research and development
|
357
|
|
178
|
|
88
|
|
||||||
|
General and administrative
|
5,129
|
|
4,217
|
|
3,634
|
|
||||||
|
Total
|
$
|
6,223
|
|
$
|
4,907
|
|
$
|
4,044
|
|
|||
Stock-based compensation expense capitalized to inventory was not material for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
. Tax benefits related to stock-based compensation were approximately
$2,178
,
$1,717
, and
$1,401
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively. Excess tax benefits of
$935
were recognized as a component of income tax expense for the year ended
December 30, 2016
. Excess tax benefits of
$539
and
$2,680
were recognized as a credit to additional paid-in-capital for the years ended
December 31, 2015
and
December 31, 2014
, respectively.
Restricted Stock Units
The Company grants both time-based and performance-based stock awards which also include a time-based vesting feature. Compensation expense for time-based stock awards is measured at the grant date based on the closing market price of the Company's common stock, and recognized ratably over the vesting period.
On September 2, 2014, the Company and certain of its officers agreed to amend certain existing award agreements, thereby canceling the
15
existing RSU time-based awards and reissuing such awards in tranches that are subject to both time and performance-based vesting conditions, allowing the Company to ensure the tax deductibility of the RSU expense as 162(m) performance-based compensation. The cancellation and replacement was accounted for as a modification. Compensation expense for the modified awards is based on the original grant-date closing market price of the Company's common stock. For purposes of measuring compensation expense, the number of shares ultimately expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. Assuming performance goals are achieved, the Company does not expect to record incremental stock-based compensation expense as a result of the modification. The recognition of compensation expense associated with performance-based stock awards requires defined criteria for assessing achievement and judgment in assessing the probability of meeting the performance goals.
77
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
The following table summarizes RSU activity:
|
Unvested RSUs
|
||||||
|
Number of shares outstanding
|
Weighted-average grant date fair value
|
|||||
|
Unvested at December 31, 2013
|
516
|
|
$
|
17.53
|
|
|
|
Granted
|
783
|
|
17.30
|
|
||
|
Canceled
|
(386
|
)
|
17.52
|
|
||
|
Vested
|
(133
|
)
|
17.53
|
|
||
|
Unvested at December 31, 2014
|
780
|
|
17.30
|
|
||
|
Granted
|
246
|
|
16.60
|
|
||
|
Canceled
|
(19
|
)
|
16.93
|
|
||
|
Vested
|
(234
|
)
|
17.36
|
|
||
|
Unvested at December 31, 2015
|
773
|
|
17.07
|
|
||
|
Granted
|
341
|
|
15.84
|
|
||
|
Canceled
|
(15
|
)
|
17.83
|
|
||
|
Vested
|
(288
|
)
|
17.16
|
|
||
|
Unvested at December 30, 2016
|
811
|
|
$
|
16.53
|
|
|
The fair value of vested RSUs was
$5,122
,
$3,731
and
$2,020
for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively. As of
December 30, 2016
, the Company had approximately
$9,936
of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately
2.29
years.
Stock Options
The following table summarizes stock option activity:
|
Number of shares outstanding
|
Weighted-average exercise price
|
Weighted-average remaining contractual life (years)
|
Aggregate intrinsic value
|
|||||||||
|
Balance at December 31, 2013
|
2,511
|
|
$
|
4.88
|
|
8
|
$
|
32,001
|
|
|||
|
Options exercised
|
(711
|
)
|
3.90
|
|
8,963
|
|
||||||
|
Options forfeited
|
(58
|
)
|
5.75
|
|
||||||||
|
Balance at December 31, 2014
|
1,742
|
|
5.25
|
|
7
|
19,136
|
|
|||||
|
Options exercised
|
(99
|
)
|
3.99
|
|
1,332
|
|
||||||
|
Balance at December 31, 2015
|
1,643
|
|
5.32
|
|
6
|
18,414
|
|
|||||
|
Options exercised
|
(193
|
)
|
5.30
|
|
2,767
|
|
||||||
|
Balance at December 30, 2016
|
1,450
|
|
5.33
|
|
5
|
32,528
|
|
|||||
|
Options vested and expected to vest - December 30, 2016
|
1,450
|
|
5.33
|
|
5
|
32,528
|
|
|||||
|
Options exercisable - December 30, 2016
|
1,337
|
|
$
|
5.29
|
|
5
|
$
|
30,025
|
|
|||
Aggregate intrinsic value represents the difference between the closing price of the Company's common stock on Nasdaq and the exercise price of outstanding, in-the-money options. The fair value of options vested during the year ended
December 30, 2016
was
$295
. As of
December 30, 2016
, the Company had approximately
$116
of unrecognized stock-based compensation expense related to stock options, which will be recognized over the remaining weighted-average vesting period of approximately
0.70
years.
78
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
During the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
,
193
,
99
, and
711
shares of common stock, respectively, were issued due to the exercise of stock options, resulting in proceeds to the Company of approximately
$1,000
,
$396
, and
$2,770
respectively.
10. Earnings Per Share
Basic earnings per share ("EPS") amounts are computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted EPS amounts are computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. Potentially dilutive common shares include shares issuable upon the exercise of outstanding stock options and vesting of restricted stock units, which are reflected in diluted earnings per share by application of the treasury stock method.
The following table presents the calculation of basic and diluted earnings per share:
|
For the years ended
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Net income
|
$
|
35,675
|
|
$
|
24,954
|
|
$
|
27,686
|
|
||
|
Weighted average shares used to compute basic earnings per share
|
36,799
|
|
36,989
|
|
36,756
|
|
|||||
|
Dilutive effect of employee stock plans
|
1,002
|
|
905
|
|
1,051
|
|
|||||
|
Weighted average shares used to compute diluted earnings per share
|
37,801
|
|
37,894
|
|
37,807
|
|
|||||
|
Earnings per share:
|
|||||||||||
|
Basic
|
$
|
0.97
|
|
$
|
0.67
|
|
$
|
0.75
|
|
||
|
Diluted
|
$
|
0.94
|
|
$
|
0.66
|
|
$
|
0.73
|
|
||
The Company did not exclude any potentially dilutive shares from the calculation of diluted earnings per share for the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, as none of these shares would have been antidilutive.
11. Income Taxes
The components of income tax expense are as follows:
|
For the years ended
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Current:
|
|||||||||||
|
Federal
|
$
|
5,710
|
|
$
|
11,468
|
|
$
|
15,122
|
|
||
|
State
|
(1,287
|
)
|
(22
|
)
|
(3,772
|
)
|
|||||
|
Foreign
|
6,008
|
|
2,208
|
|
680
|
|
|||||
|
Total
|
10,431
|
|
13,654
|
|
12,030
|
|
|||||
|
Deferred:
|
|||||||||||
|
Federal
|
(1,729
|
)
|
(3,751
|
)
|
(5,016
|
)
|
|||||
|
State
|
(1,156
|
)
|
(613
|
)
|
(383
|
)
|
|||||
|
Foreign
|
(131
|
)
|
—
|
|
—
|
|
|||||
|
Total
|
(3,016
|
)
|
(4,364
|
)
|
(5,399
|
)
|
|||||
|
Total provision
|
$
|
7,415
|
|
$
|
9,290
|
|
$
|
6,631
|
|
||
79
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
The Company's income before provision for income taxes was subject to taxes in the following jurisdictions for the following periods:
|
For the years ended
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
United States
|
$
|
22,348
|
|
$
|
24,308
|
|
$
|
27,162
|
|
||
|
Foreign
|
20,742
|
|
9,936
|
|
7,155
|
|
|||||
|
$
|
43,090
|
|
$
|
34,244
|
|
$
|
34,317
|
|
|||
The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented:
|
For the years ended
|
||||||||
|
2016
|
2015
|
2014
|
||||||
|
Tax at federal statutory rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||
|
State taxes, net of federal benefit
|
1.0
|
|
2.2
|
|
1.5
|
|
||
|
Foreign rate differential
|
(9.4
|
)
|
—
|
|
—
|
|
||
|
Change in liability for unrecognized tax benefits
|
(4.9
|
)
|
(2.8
|
)
|
(4.0
|
)
|
||
|
Research and development tax credit
|
(2.0
|
)
|
(2.9
|
)
|
(0.8
|
)
|
||
|
Stock-based compensation
|
(2.0
|
)
|
(0.1
|
)
|
(0.1
|
)
|
||
|
California business development tax credit
|
(1.1
|
)
|
—
|
|
—
|
|
||
|
Reapportionment benefit
|
—
|
|
(0.1
|
)
|
(11.8
|
)
|
||
|
Manufacturing deduction
|
—
|
|
(2.0
|
)
|
(2.7
|
)
|
||
|
Other
|
0.6
|
|
(2.2
|
)
|
2.2
|
|
||
|
Total provision
|
17.2
|
%
|
27.1
|
%
|
19.3
|
%
|
||
Effective January 1, 2016, the Company sold the net assets of its Taiwan branch operations and its shares of Fox Factory IP Holding Corp. to Fox Factory Switzerland GmbH (“Fox Switzerland”). The Company’s Taiwan operations were as a result, organized as a branch of Fox Switzerland. Fox Switzerland and its Taiwan branch own a portion and license the remainder of the Company’s non-US intangible property and generate earnings that are not subject to US income taxes so long as they are permanently invested outside the US. Under ASC 740-30, the Company has not recorded a deferred tax liability of approximately
$3,748
related to the US federal and state income taxes on approximately
$20,821
of permanently reinvested unremitted earnings of Fox Switzerland. The Company considers the following matters, among others, in evaluating its plans for indefinite reinvestment: (i) the financial requirements of both the Company and its foreign operations, both for the long term and for the short term; (ii) the ability to manage cash globally through royalty remittances and intercompany loans created in the licensing and transfer of assets to Fox Switzerland; (iii) the tax consequences of any decision to reinvest the earnings of Fox Switzerland, including any changes in US tax law relating to the treatment of these unremitted earnings; and (iv) any US and foreign government programs or regulations relating to the repatriation of these unremitted earnings. If unremitted earnings are no longer permanently reinvested, the Company would need to adjust the income tax provision in the period management makes such determination.
The Company has obtained tax incentives in Switzerland that are effective through March 2019 that result in a rate reduction provided that the Company meets specified criteria. Upon expiration, the Company may renew the arrangement on demand, as long as the applicable law and operating criteria remain in place. The effect of the tax incentive was not material to the Company's income tax provision for the year ended December 30, 2016.
On February 3, 2015, the Company announced that it had been awarded a
four
-year,
$1,700
tax credit from the State of California, subject to certain in-state growth requirements. The Company will evaluate the requirements in each of the eligible years and realize the benefits of the credit if conditions are met. For the year ended December 30, 2016, the Company met requirements to recognize a benefit of
$750
, or
$488
net of federal income tax.
80
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
For the year ended December 31, 2014, the Company's recognized a tax benefit of
$4,063
, or
$0.11
per basic and fully diluted share, related to the reapportionment of income amongst the jurisdictions where the Company does business. The Company periodically evaluates opportunities to enhance tax efficiencies and to minimize tax liabilities through operating, legal and administrative strategies. The reapportionment benefit relates to tax years 2009 through 2013 and resulted from the Company's examination of evolving laws, existing court cases, and its business practices. The tax benefit includes the impact of a reduction in the rate used to measure the Company's net deferred tax liability and unrecognized tax benefit. The benefit has been accounted for as a change in estimate.
The following table presents the significant components of the Company’s deferred tax assets and liabilities:
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
Deferred tax assets:
|
|||||||
|
Inventory
|
$
|
3,174
|
|
$
|
3,615
|
|
|
|
Accrued liabilities
|
2,384
|
|
2,022
|
|
|||
|
Stock-based compensation
|
2,043
|
|
1,732
|
|
|||
|
Foreign tax credits
|
2,128
|
|
—
|
|
|||
|
Research and development tax credits
|
1,244
|
|
—
|
|
|||
|
Allowance for doubtful accounts
|
212
|
|
182
|
|
|||
|
Other
|
529
|
|
828
|
|
|||
|
Total deferred tax asset
|
11,714
|
|
8,379
|
|
|||
|
Deferred tax liabilities:
|
|||||||
|
Depreciation
|
(5,707
|
)
|
(3,856
|
)
|
|||
|
Intangible assets
|
(1,769
|
)
|
(2,033
|
)
|
|||
|
State income taxes
|
(41
|
)
|
(1,312
|
)
|
|||
|
Prepaid expenses
|
(115
|
)
|
(113
|
)
|
|||
|
Total deferred tax liability
|
(7,632
|
)
|
(7,314
|
)
|
|||
|
Net deferred tax asset
|
$
|
4,082
|
|
$
|
1,065
|
|
|
As of December 30, 2016, the Company had foreign tax credit of
$2,182
which begins to expire in 2025, unless previously utilized, and a foreign net operating loss carryforward of
$252
which does not expire. The Company also had federal and state research credits of approximately
$455
and
$1,496
. The federal research credits begin to expire in 2036 unless previously utilized, and the state research credits do not expire.
The following table summarizes the activity related to the Company's unrecognized tax benefits:
|
For the years ended
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Balance - beginning of period
|
$
|
8,924
|
|
$
|
7,785
|
|
$
|
7,796
|
|
||
|
Increase related to current year tax positions
|
1,828
|
|
1,878
|
|
1,988
|
|
|||||
|
(Decrease) increase related to prior year tax positions
|
(1,193
|
)
|
584
|
|
—
|
|
|||||
|
Decrease due to expiration of statute of limitations
|
(2,119
|
)
|
(1,323
|
)
|
(1,489
|
)
|
|||||
|
Decrease due to change in estimated state tax rate
|
—
|
|
—
|
|
(510
|
)
|
|||||
|
Balance - end of period
|
$
|
7,440
|
|
$
|
8,924
|
|
$
|
7,785
|
|
||
81
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
As of
December 30, 2016
, the Company had
$7,440
of unrecognized tax benefits, of which approximately
$6,011
, if recognized, would favorably impact the effective tax rate. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company believes it is reasonably possible that certain federal, foreign, and state tax matters may be concluded in the next 12 months due to statute expiration. Specific positions that may be resolved include issues involving the deductibility of amortization and depreciation deductions which were incurred as a result of the acquisition of the Company in 2008. As a result, unrecognized tax benefits at
December 30, 2016
could be reduced by approximately
$1,516
in the next twelve months.
As of
December 30, 2016
and
December 31, 2015
, the Company had approximately
$193
and
$267
, respectively, of cumulative interest and penalties related to the uncertain tax positions, and has elected to treat interest and penalties as a component of income tax expense.
The Company's federal tax returns for 2013 and forward, state tax returns for 2012 and forward, and foreign tax returns from 2014 and forward are subject to examination by tax authorities.
12. Fair Value Measurements
The FASB's Accounting Standards Codification 820, "Fair Value Measurements and Disclosures" requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
As of
December 30, 2016
and
December 31, 2015
, the carrying amount of the principal under the Company’s Second Amended and Restated Credit Facility approximates fair value because it has a variable interest rate that reflects market changes in interest rates and changes in the Company’s net leverage ratio. As of
December 30, 2016
the Company used Level 2 inputs to determine the fair value of its Second Amended and Restated Credit Facility.
The Company measures its contingent consideration liability arising from the acquisition of Sport Truck using Level 3 unobservable inputs (see
Note 15 - Acquisitions
). The contingent consideration liability is associated with the achievement of adjusted EBITDA targets, and is estimated at each balance sheet date by considering among other factors, results of completed periods and the Company's most recent financial projection for future periods subject to earn-out payments. The change in fair value is recorded as a component of fair value adjustment of contingent consideration and acquisition related compensation in the accompanying consolidated statement of income for the year ended
December 30, 2016
.
The following table provides a reconciliation of the beginning and ending balances for the Company's contingent consideration liability measured at fair value using Level 3 inputs:
|
Contingent consideration liability (level 3 measurement)
|
|||
|
Balance at December 31, 2015
|
$
|
12,650
|
|
|
Change in fair value
|
(229
|
)
|
|
|
Payment of contingent liability
|
(6,889
|
)
|
|
|
Balance at December 30, 2016
|
$
|
5,532
|
|
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
.
82
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
13. Retirement Plan
The Company established a 401(k) plan to provide tax deferred salary deductions for all eligible employees. Participants may make voluntary contributions to the 401(k) plan, limited by certain Internal Revenue Service restrictions. The Company made matching contributions of
$373
,
$298
, and
$233
for each of the years ended
December 30, 2016
,
December 31, 2015
and
December 31, 2014
, respectively.
14. Segments and Geographic Areas
The Company has determined that it has a single operating and reportable segment. The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.
The following table summarizes total sales generated by geographic location of the customer:
|
For the years ended
|
||||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
United States
|
$
|
187,539
|
|
$
|
163,126
|
|
$
|
128,297
|
|
|||
|
Asia
|
100,999
|
|
101,947
|
|
88,069
|
|
||||||
|
Europe
|
76,999
|
|
71,941
|
|
66,876
|
|
||||||
|
Rest of the World
|
37,540
|
|
29,784
|
|
23,492
|
|
||||||
|
Total sales
|
$
|
403,077
|
|
$
|
366,798
|
|
$
|
306,734
|
|
|||
The Company’s long-lived assets by geographic location are as follows:
|
December 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
|
United States
|
$
|
29,344
|
|
$
|
23,241
|
|
|
|
International
|
2,918
|
|
2,853
|
|
|||
|
Total long-lived assets
|
$
|
32,262
|
|
$
|
26,094
|
|
|
The following table summarizes total sales by product category:
|
For the years ended
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Bikes
|
$
|
226,686
|
|
$
|
211,704
|
|
$
|
179,192
|
|
||
|
Power vehicles
|
176,391
|
|
155,094
|
|
127,542
|
|
|||||
|
Total sales
|
$
|
403,077
|
|
$
|
366,798
|
|
$
|
306,734
|
|
||
83
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
15. Acquisitions
Sport Truck USA, Inc.
On March 31, 2014, the Company acquired certain assets and assumed certain liabilities of Sport Truck. The transaction was accounted for as a business combination. In connection with the acquisition, the Company paid cash of
$40,770
, after certain working capital adjustments, in accordance with the asset purchase agreement. Certain members of Sport Truck’s executive management team agreed to refund up to
$1,432
of the proceeds from the sale, on a graduated basis, if they terminate employment prior to March 31, 2017. As a result, such payments have been excluded from the acquisition consideration, and are recognized as compensation expense over the expected
three
year service period. The total consideration was increased by the effective settlement of trade receivables in the amount of
$473
, which represented the recorded amount and as a result, no gain or loss was recorded upon settlement.
The Company agreed to total contingent consideration of up to
$29,295
upon achievement of adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") targets of the acquired business through 2016, subject to adjustments defined in the asset purchase agreement. The estimated acquisition date fair value of the contingent consideration was
$19,035
. As of December 30, 2016,
$14,743
of contingent consideration has been paid under this arrangement and
$5,532
is expected to be paid in 2017. See
Note 12 - Fair Value Measurements
. Total purchase consideration was
$60,278
, of which
$13,046
,
$35,270
and
$11,962
was allocated to net tangible assets, intangible assets and goodwill, respectively. The goodwill is deductible for income tax purposes.
The Company incurred
$1,402
of transaction costs in conjunction with the Sport Truck acquisition for the
year
ended December 31, 2014, which is included in general and administrative expense in the accompanying consolidated statement of income. Additional costs of
$278
were incurred in the
year
ended December 31, 2014 associated with financing the transaction and are included in loan fees. See
Note 7 - Debt
.
The results of operations for Sport Truck have been included in the Company's consolidated statement of income since the date of acquisition. Revenue and income from operations included since the date of acquisition through December 31, 2014 amount to
$33,162
and
$2,974
, inclusive of adjustments to the fair value of contingent consideration of
$2,217
. See
Note 12 - Fair Value Measurements
.
Race Face Performance and Easton Cycling Businesses
On December 12, 2014, the Company acquired certain assets and assumed certain liabilities of Race Face/Easton. In connection with the acquisition, the Company paid approximately
$29,857
. The acquisition was financed with debt and included an earn-out opportunity of up to
$19.5 million
Canadian Dollars, contingent upon continued employment and the achievement of certain performance-based financial targets through October 2016. In November 2015, the Company entered into a Second Amendment to Asset Purchase Agreement for Race Face/Easton, which guaranteed the earn-out payable in 2016 and 2017, subject to conditions including continued employment.
The Company incurred
$1,142
of transaction costs in conjunction with the Race Face/Easton acquisition, which is included in general and administrative expense in the accompanying consolidated statement of income for the year ended December 31, 2014. Additional costs of
$166
were incurred in association with financing the transaction and are included in loan fees. See
Note 7 - Debt
. Goodwill acquired is expected to be deductible for income tax purposes.
Other Acquisitions
The Company completed the following business acquisitions in the years ended
December 30, 2016
and
December 31, 2015
, none of which were material to the Company's financial statements:
In January 2015, the Company, through certain of its subsidiaries, acquired certain specified assets of a machine shop in Spring Arbor, Michigan. The Company paid cash of
$765
. Based on the allocation of the purchase price to the assets acquired and liabilities assumed, the Company recorded goodwill of
$567
which represents the strategic fit with the Company's operations.
In November 2015, the Company, through certain of its subsidiaries, acquired certain specified assets of Marzocchi’s mountain bike product lines. The Company paid cash of
$1,649
. Based on the allocation of the purchase price to the assets acquired and liabilities assumed, the Company recorded a gain of
$315
, net of tax, to reflect the excess of the fair value acquired over the consideration paid which is included in other expense (income), net, in the statement of income for the period ended
December 31, 2015
.
84
FOX FACTORY HOLDING CORP.
Notes to Consolidated Financial Statements - continued
December 30, 2016
(in thousands, except per share amounts)
In 2016, the Company acquired certain specified assets of
two
businesses for cash consideration of
$198
, of which
$48
and
$148
were allocated to net tangible assets and goodwill, respectively.
16. Selected Quarterly Financial Data (Unaudited)
Selected summarized quarterly financial information for
2016
and
2015
is as follows:
|
Quarter Ended
|
|||||||||||||||||||||||||||||||||
|
Dec 30,
|
Sep 30,
|
Ju1 1,
|
Apr 1,
|
Dec 31,
|
Sep 30,
|
Jun 30,
|
Mar 31,
|
||||||||||||||||||||||||||
|
2016
|
2016
|
2016
|
2016
|
2015
|
2015
|
2015
|
2015
|
||||||||||||||||||||||||||
|
Sales
|
$
|
111,555
|
|
$
|
109,011
|
|
$
|
102,294
|
|
$
|
80,217
|
|
$
|
95,668
|
|
$
|
106,171
|
|
$
|
97,171
|
|
$
|
67,788
|
|
|||||||||
|
Gross profit
|
34,057
|
|
34,886
|
|
32,327
|
|
25,118
|
|
28,605
|
|
34,786
|
|
29,868
|
|
18,783
|
|
|||||||||||||||||
|
Income from operations
|
13,483
|
|
15,086
|
|
11,278
|
|
5,694
|
|
9,447
|
|
13,821
|
|
10,537
|
|
1,539
|
|
|||||||||||||||||
|
Net income
|
9,812
|
|
13,684
|
|
8,917
|
|
3,262
|
|
6,830
|
|
10,591
|
|
6,763
|
|
770
|
|
|||||||||||||||||
|
Earnings per share:
|
|||||||||||||||||||||||||||||||||
|
Basic
|
$
|
0.27
|
|
$
|
0.37
|
|
$
|
0.24
|
|
$
|
0.09
|
|
$
|
0.18
|
|
$
|
0.29
|
|
$
|
0.18
|
|
$
|
0.02
|
|
|||||||||
|
Diluted
|
$
|
0.26
|
|
$
|
0.36
|
|
$
|
0.24
|
|
$
|
0.09
|
|
$
|
0.18
|
|
$
|
0.28
|
|
$
|
0.18
|
|
$
|
0.02
|
|
|||||||||
85
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity and Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules