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Item 5. Market for Registrant’s Common Equity

2022-02-24 compared with 2021-02-25 · 9 added, 73 removed, 34 unchanged (71% of the section changed)

6 unchanged sentences

Year Ending January 1, 2021

Quarter ended March 29, 2019 $ 71.70 $ 54.21

Quarter ended June 28, 2019 83.74 65.07

Quarter ended September 27, 2019 86.91 59.63

Quarter ended January 3, 2020 71.07 59.01

Year Ending January 1, 2021

Quarter ended April 3, 2020 $ 79.19 $ 34.58

2 unchanged sentences

Quarter ended January 1, 2021 108.89 78.20

Year Ending December 31, 2021

Quarter ended April 2, 2021 $ 144.26 $ 101.82

Quarter ended July 2, 2021 166.88 128.25

Quarter ended October 1, 2021 172.25 137.43

Quarter ended December 31, 2021 190.29 142.40

On February 22, 2022, the closing price per share of our common stock as reported on the NASDAQ Global Select Market was $120.90 per share.

3 unchanged sentences

Dividend Policy

We did not declare or pay any dividends in the years ended January 1, 2021 and January 3, 2020.

We did not declare or pay any dividends in the years ended December 31, 2021 and January 1, 2021.

In addition, our 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 - Liquidity and Capital Resources - Former Second Amended and Restated Credit Facility and First Amended and Restated Credit Facility " for additional information.

See " Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Credit Facility " for additional information.

While we currently intend to reinvest our earnings, 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.

4 unchanged sentences

Performance Graph

The following graph shows a comparison from August 8, 2013 (the date our common stock commenced trading on the NASDAQ) through January 1, 2021 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 following graph shows a comparison from August 8, 2013 (the date our common stock commenced trading on the NASDAQ) through December 31, 2021 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.

3 unchanged sentences

Issuer Purchases of Equity Securities

The table below sets forth information regarding repurchases of our common stock by us during the quarter ended January 1, 2021:

The table below sets forth information regarding repurchases of our common stock by us during the quarter ended December 31, 2021:

Period Total Number of Shares Purchased (1) Weighted Average Price Paid per Share

4 unchanged sentences

(1) Includes shares acquired from holders of restricted stock unit awards and option exercises to satisfy tax withholding obligations.

SELECTED FINANCIAL DATA

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 on Form 10-K.

The consolidated statements of income data for the years ended January 1, 2021, January 3, 2020 and December 28, 2018, and the consolidated balance sheet data as of January 1, 2021 and January 3, 2020 are derived from the audited consolidated financial statements that are included elsewhere in this Annual Report on Form 10-K.

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 29, 2017 and December 30, 2016 as well as the consolidated balance sheet data as of December 28, 2018, December 29, 2017 and December 30, 2016, are derived from audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results to be expected in the future.

Consolidated Statement of Income Data :

For the fiscal years ended

(in thousands, except per share data)

(1) 2020 2019 2018 2017 2016

Sales $ 890,554 $ 751,020 $ 619,225 $ 475,633 $ 403,077

Cost of sales (2) 601,007 508,285 413,729 321,143 276,689

Gross profit 289,547 242,735 205,496 154,490 126,388

Operating expenses:

Sales and marketing (2) 52,214 42,794 37,296 27,905 25,796

Research and development (2) 34,292 31,789 25,847 20,178 18,459

General and administrative (2) 71,309 48,999 41,756 34,933 27,693

Amortization of purchased intangibles 17,583 6,344 6,065 2,986 2,988

Fair value adjustment of contingent consideration and acquisition-related compensation — — — 1,447 5,911

Total operating expenses 175,398 129,926 110,964 87,449 80,847

Income from operations 114,149 112,809 94,532 67,041 45,541

Interest and other expense, net:

Interest expense 9,294 3,173 3,059 2,396 2,088

Other expense, net 325 1,067 583 360 363

Total interest and other expense, net 9,619 4,240 3,642 2,756 2,451

Income before income taxes 104,530 108,569 90,890 64,285 43,090

Provision for income taxes 12,784 14,099 5,523 21,102 7,415

Net income 91,746 94,470 85,367 43,183 35,675

net income attributable to non-controlling interest 1,072 1,437 1,327 55 —

Net income attributable to FOX stockholders $ 90,674 $ 93,033 $ 84,040 $ 43,128 $ 35,675

Earnings per share:

Basic $ 2.25 $ 2.43 $ 2.22 $ 1.15 $ 0.97

Diluted $ 2.22 $ 2.38 $ 2.16 $ 1.11 $ 0.94

Weighted average shares used to compute earnings per share:

Basic 40,229 38,333 37,805 37,373 36,799

Diluted 40,801 39,155 38,956 38,738 37,801

(1) The Company operates on a 52 to 53 week fiscal calendar.

The 2019 fiscal year, which ended on January 3, 2020, had 53 weeks and the 2020, 2018, 2017, and 2016 fiscal years, which ended on January 1, 2021, December 28, 2018, December 29, 2017, and December 30, 2016, each had 52 weeks, respectively.

(2) Includes stock-based compensation as follows:

For the fiscal years ended

(in thousands) 2020 2019 2018 2017 2016

Cost of sales $ 625 $ 802 $ 482 $ 429 $ 139

Sales and marketing 635 506 556 587 598

Research and development 788 721 640 442 357

General and administrative 6,570 4,835 5,644 7,269 5,129

Total $ 8,618 $ 6,864 $ 7,322 $ 8,727 $ 6,223

Consolidated Balance Sheet Data:

For the fiscal years ended

(in thousands) 2020 2019 2018 2017 2016

Cash and cash equivalents (1) $ 245,764 $ 43,736 $ 27,958 $ 35,947 $ 35,280

Inventory 127,091 128,505 107,140 84,841 71,243

Working capital (1) (2) 416,580 190,000 135,162 116,702 95,876

Property, plant and equipment, net 163,288 108,379 64,788 43,636 32,262

Total assets 1,286,561 609,316 485,254 428,286 335,600

Total debt, including current portion (3) 389,588 68,000 59,426 98,643 66,683

Total stockholders’ equity (1) $ 719,171 $ 422,200 $ 321,205 $ 234,835 $ 184,937

(1) In 2020, we closed a secondary offering selling 2.8 million shares of common stock for net cash proceeds of $198.2 million.

This offering was made pursuant to our registration statement on Form S-3.

(2) Our working capital is calculated as current assets less current liabilities.

Accordingly, cash and cash equivalents are included.

(3) In 2016, we entered into the Second Amended and Restated Credit Facility, with a refinanced term loan principal balance of $75.0 million.

We paid off the Second Amended and Restated Credit Facility in June 2019 upon entering into a new Credit Facility with Bank of America, N.A.

("Bank of America").

In 2020, relating to our acquisition of SCA, we entered into the First Amended and Restated Credit Facility, borrowing $400.0 million under a secured term loan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity