United States securities and exchange commission logo
July 29, 2020
John E. Blocher
Interim Chief Financial Officer
Fox Factory Holding Corp.
6634 Hwy 53
Braselton GA 30517
Re: Fox Factory Holding
Corp.
Form 10-K for the
Fiscal Year Ended January 3, 2020
Filed March 3, 2020
Response dated July
1, 2020
File No. 001-36040
Dear Mr. Blocher:
We have reviewed your July 1, 2020 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 18, 2020 letter.
Form 10-K for the Fiscal Year Ended January 3, 2020
Notes to Consolidated Financial Statements
Note 1: Description of the Business, Basis of Presentation and Summary
of Significant
Accounting Policies
Segments, page 77
1. We note your responses
to comments 1 and 2 in our letter dated June 18, 2020. Please
address the following:
Provide us with
additional details about your management structure and how your
company is
organized. In your response, expand on your description of PVG and
SSG.
John E. Blocher
FirstName
Fox FactoryLastNameJohn
Holding Corp.E. Blocher
Comapany
July NameFox Factory Holding Corp.
29, 2020
July 29,
Page 2 2020 Page 2
FirstName LastName
Expand on your description of the roles and responsibilities of
your CODM, the PVG
and SSG group presidents, and the president of motorsports and
commercial and
specialty vehicles. In your response, describe in further detail
the limitations of the
PVG and SSG group presidents decision-making authority over
certain items that
contribute to their group s performance.
Describe the key operating decisions, who makes these
decisions, and provide us
with additional details about how performance is assessed and how
resources are
allocated within your business.
Expand on your discussion of how adjustments are made to the
budget based on the
CODM s review, and how such adjustments are discussed and
assigned among the
CODM s direct reports. Also, tell us whether the CODM is
involved in assigning the
adjustments to the budget among the various groups, and if so,
what, if any, financial
information is reviewed or discussed in assigning such
adjustments.
Describe the basis for determining the compensation for the PVG
and SSG group
presidents, and the president of motorsports and commercial and
specialty vehicles.
In your response, also provide additional details about why the
SSG and PVG
presidents employment agreements include an incentive
compensation agreement
based on Group Target Adjusted EBITDA, and if this measure was
used for
determining compensation in prior periods, tell us what changed
to cause the use of
Company Adjusted EBITDA on a consolidated basis.
2. You state in your responses to comments 1 and 2 that the CODM is
provided with
budgets and income statements that consolidate margins and income from
operations
You also state that the [f]inancial information provided to the
CODM includes budgeted
and actual income statements, including a breakdown of revenue by
operating group, but
consolidating margins and income from operations. Please clarify
how these budgets and
income statements consolidate margins and income from operations
and what the
reference to consolidating margins represents. If these budgets
and income statements
provided to the CODM include lower level information (e.g., SSG or
PVG) that rolls up
into consolidated amounts, describe the lower level information and
how it is used by the
CODM.
3. You state in your responses to comments 1 and 2 that operating
expenses are available for
PVG and SSG, and it appears that some expense information for SSG and
PVG is
communicated to the CEO through weekly dashboard reports for SSG and
PVG, such as
freight and scrap expense. Please tell us what profitability and/or
expense information for
SSG and PVG is received by the CODM or the Board of Directors, the
frequency that
such information is provided, and how such information is used by the
CODM and/or the
Board of Directors.
John E. Blocher
Fox Factory Holding Corp.
July 29, 2020
Page 3
You may contact Charles Eastman, Staff Accountant, at 202-551-3794 or
Martin James,
Senior Advisor, at 202-551-3671 if you have questions.
FirstName LastNameJohn E. Blocher Sincerely,
Comapany NameFox Factory Holding Corp.
Division of Corporation
Finance
July 29, 2020 Page 3 Office of Manufacturing
FirstName LastName