What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 193 added, 146 removed, 597 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Current assets:

27 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value — 10,000 authorized and no shares issued or outstanding as of April 4, 2025 and January 3, 2025

Preferred stock, $ 0.001 par value — 10,000 authorized and no shares issued or outstanding as of July 4, 2025 and January 3, 2025

Common stock, $ 0.001 par value — 90,000 authorized;

42,602 shares issued and 41,712 outstanding as of April 4, 2025;

42,690 shares issued and 41,801 outstanding as of July 4, 2025;

42,574 shares issued and 41,684 outstanding as of January 3, 2025

1 unchanged sentence

Treasury stock, at cost;

890 common shares as of April 4, 2025 and January 3, 2025

890 common shares as of July 4, 2025 and January 3, 2025

( 13,754 ) ( 13,754 )

Accumulated other comprehensive (loss) income ( 4,145 ) 224

Accumulated other comprehensive income 8,045 224

Retained earnings 618,454 875,404

3 unchanged sentences

FOX FACTORY HOLDING CORP.

Condensed Consolidated Statements of Loss

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net sales $ 374,864 $ 348,491 $ 729,894 $ 681,963

8 unchanged sentences

Total operating expenses 98,463 92,373 458,729 186,656

(Loss) income from operations ( 250,587 ) 8,875

Income (loss) from operations 18,528 18,590 ( 232,059 ) 27,465

Interest expense 14,388 13,865 27,322 27,194

Other (income) expense, net ( 150 ) 309

Loss before income taxes ( 263,371 ) ( 4,763 )

Benefit from income taxes ( 3,637 ) ( 1,267 )

Net loss $ ( 259,734 ) $ ( 3,496 )

Other income, net ( 1,365 ) ( 311 ) ( 1,515 ) ( 2 )

Income (loss) before income taxes 5,505 5,036 ( 257,866 ) 273

Provision (benefit) from income taxes 2,800 ( 371 ) ( 837 ) ( 1,638 )

Net income (loss) $ 2,705 $ 5,407 $ ( 257,029 ) $ 1,911

net loss attributable to non-controlling interest ( 39 ) — ( 79 ) —

Net loss attributable to FOX stockholders $ ( 259,694 ) $ ( 3,496 )

Net loss per share:

Net income (loss) attributable to FOX stockholders $ 2,744 $ 5,407 $ ( 256,950 ) $ 1,911

Earnings (net loss) per share:

Basic $ 0.07 $ 0.13 $ ( 6.15 ) $ 0.05

5 unchanged sentences

FOX FACTORY HOLDING CORP.

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

For the three months ended

April 4, 2025 March 29, 2024

Net loss $ ( 259,734 ) $ ( 3,496 )

Other comprehensive (loss) income

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net income (loss) $ 2,705 $ 5,407 $ ( 257,029 ) $ 1,911

Other comprehensive income (loss)

Interest rate swap

4 unchanged sentences

Foreign currency translation adjustments 10,908 ( 999 ) 13,790 ( 3,881 )

Other comprehensive loss ( 4,369 ) ( 3,208 )

Comprehensive loss $ ( 264,103 ) $ ( 6,704 )

Other comprehensive income (loss) 12,190 ( 2,435 ) 7,821 ( 5,643 )

Comprehensive income (loss) $ 14,895 $ 2,972 $ ( 249,208 ) $ ( 3,732 )

comprehensive loss attributable to non-controlling interest ( 39 ) — ( 79 ) —

Comprehensive loss attributable to FOX stockholders $ ( 264,063 ) $ ( 6,704 )

Comprehensive income (loss) attributable to FOX stockholders $ 14,934 $ 2,972 $ ( 249,129 ) $ ( 3,732 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

6 unchanged sentences

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 40 — — — ( 1,315 ) — — ( 1,315 ) —

Repurchases of common stock ( 378 ) — — — ( 16,077 ) — ( 9,082 ) ( 25,159 ) —

Purchase and retirement of common stock ( 378 ) — — — ( 16,077 ) — ( 9,082 ) ( 25,159 ) —

Stock-based compensation expense — — — — 3,906 — — 3,906 —

2 unchanged sentences

Balance - March 29, 2024 42,506 $ 42 890 $ ( 13,754 ) $ 334,860 $ 5,833 $ 865,508 $ 1,192,489 $ —

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 67 — — — ( 1,229 ) — — ( 1,229 )

Purchase and retirement of common stock — — — — — — ( 52 ) ( 52 ) —

Stock-based compensation expense — — — — 2,203 — — 2,203 —

Other comprehensive loss — — — — — ( 2,435 ) — ( 2,435 ) —

Net income — — — — — — 5,407 5,407 —

Balance - June 28, 2024 42,573 $ 42 890 $ ( 13,754 ) $ 335,834 $ 3,398 $ 870,863 $ 1,196,383 $ —

Common Stock Treasury Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total stockholders’ equity Non-controlling interest

6 unchanged sentences

Balance - April 4, 2025 42,602 $ 42 890 $ ( 13,754 ) $ 342,041 $ ( 4,145 ) $ 615,710 $ 939,894 $ ( 78 )

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 89 — — — ( 671 ) — — ( 671 ) —

Stock-based compensation expense — — — — 4,562 — — 4,562 —

Other comprehensive income — — — — — 12,190 — 12,190 —

Net income — — — — — — 2,744 2,744 ( 39 )

Balance - July 4, 2025 42,691 $ 42 890 $ ( 13,754 ) $ 345,932 $ 8,045 $ 618,454 $ 958,719 $ ( 117 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the three months ended

April 4, 2025 March 29, 2024

For the six months ended

July 4, 2025 June 28, 2024

OPERATING ACTIVITIES:

Net loss $ ( 259,734 ) $ ( 3,496 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Net (loss) income $ ( 257,029 ) $ 1,911

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Goodwill impairment 262,129 —

6 unchanged sentences

Proceeds from interest rate swap settlements

Loss on disposal of property and equipment 632 22

Asset impairment 789 —

Loss (gain) on disposal of property and equipment 965 ( 27 )

Deferred taxes ( 5,082 ) ( 184 )

6 unchanged sentences

Accrued expenses and other liabilities ( 366 ) 2,921

Net cash (used in) provided by operating activities 680 9,352

Net cash provided by operating activities 37,468 36,037

INVESTING ACTIVITIES:

6 unchanged sentences

Payments on revolver ( 53,000 ) ( 295,000 )

Proceeds from issuance of debt — 200,000

Repayment of term debt ( 12,142 ) ( 7,143 )

1 unchanged sentence

Repurchases from stock compensation program, net ( 1,251 ) ( 2,545 )

Net cash provided by (used in) financing activities 3,349 ( 7,886 )

Net cash used in financing activities ( 9,393 ) ( 10,688 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 1,114 ( 166 )

6 unchanged sentences

(in thousands)

For the three months ended

For the six months ended

SUPPLEMENTAL CASH FLOW INFORMATION:

April 4, 2025 March 29, 2024

July 4, 2025 June 28, 2024

Cash paid during the period for:

Income tax payment (refund) $ 3,052 $ ( 586 )

Income tax payment $ 8,257 $ 21,548

Interest $ 25,380 $ 29,081

26 unchanged sentences

The 12-month periods ended January 2, 2026 and January 3, 2025, will include or have included 52 and 53 weeks, respectively.

The three-month periods ended April 4, 2025 and March 29, 2024 each included 13 weeks.

The three and six-month periods ended July 4, 2025 and June 28, 2024 each included 13 weeks and 26 weeks, respectively.

Principles of Consolidation - These condensed consolidated financial statements include the Company and its subsidiaries.

10 unchanged sentences

Revenues generated from upfit packages generally do not include the vehicle chassis, as the Company is not the principal in this arrangement and the automotive dealer purchases the chassis directly from the OEM.

The Company is required to place a deposit on Stellantis vehicle chassis, however, that deposit is refunded when the chassis is sold through to the end customer.

The Company is required to place a deposit on Stellantis vehicle chassis, however, that deposit is refunded when the chassis is sold through to our customer.

For other chassis, the Company entered into floor plan financing agreements, in which the Company pays interest expense based on the duration of time the chassis stay on the Company's premises.

Revenues generated from custom upfit packages from the Outside Van and Upfit UTV subsidiaries generally include the vehicle chassis, of which the Company has the risks and rewards of ownership and are recognized over-time as work is performed based on actual costs incurred.

Revenues generated from custom upfit packages from the Outside Van and Upfit UTV subsidiaries generally include the vehicle chassis, of which the Company has the risks and rewards of ownership.

For certain upfit packages, revenue is recognized over-time as work is performed based on actual costs incurred.

FOX FACTORY HOLDING CORP.

22 unchanged sentences

All impairments, if any, are charged directly to earnings.

During the three months ended April 4, 2025, the Company identified a triggering event related to adverse changes in U.S.

tariff policies, new and expanded tariffs enacted by the current presidential administration and resulting sustained decline in its stock price, and performed a quantitative impairment assessment.

Based on the results of this assessment, the Company recorded a non-cash goodwill impairment charge of $ 262,129 within operating expenses, which impacted all reporting units.

In early fiscal year 2025, the Company identified a triggering event related to adverse changes in U.S.

tariff policies, new and expanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price, and performed a quantitative impairment assessment.

Based on the results of this assessment, the Company recorded a non-cash goodwill impairment charge of $ 262,129 within operating expenses in the first quarter, which impacted all reporting units.

The impairment charge reflects the amount by which the carrying values of the reporting units exceeded their estimated fair values.

In the second quarter, the Company conducted a qualitative assessment and concluded that no impairment existed as of July 4, 2025.

We will conduct our annual impairment assessment in the third quarter.

Goodwill activity attributable to each reporting unit consisted of the following:

6 unchanged sentences

Currency translation and other adjustments 56 — 78 134

Balance as of April 4, 2025 $ 42,669 $ 66,420 $ 268,137 $ 377,226

Balance as of July 4, 2025

$ 42,769 $ 66,420 $ 268,177 $ 377,366

Indefinite-lived intangible assets

1 unchanged sentence

Due to the triggering event as described above, the indefinite-lived intangible assets were also assessed for impairment.

The Company concluded that no indicators of impairment existed as of April 4, 2025.

The Company concluded that no impairment existed as of April 4, 2025.

A qualitative assessment performed in the second quarter led to the same conclusion that no impairment existed as of July 4, 2025.

FOX FACTORY HOLDING CORP.

8 unchanged sentences

Fair value is estimated based on discounted future cash flows.

Due to the triggering event as described above, the Company performed an impairment test for long-lived assets including finite-lived intangible assets and concluded that no indicators of impairment existed as of April 4, 2025.

Use of Estimates - The preparation of the Company’s condensed 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.

1 unchanged sentence

therefore, actual results could differ from management’s estimates.

Reclassifications - We reclassified certain prior period amounts within our condensed consolidated statements of cash flows.

Reclassifications - We reclassified certain prior period amounts within our condensed consolidated statements of cash flows to conform to our current year presentation.

The reclassifications did not have any impact on net income.

Certain Significant Risks and Uncertainties - As of April 4, 2025, 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, disruptions in the operations of its or its customers’ facilities, or along its global supply chain, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

International geopolitical conflicts, including continuing tensions between Taiwan and China, the Russian war in Ukraine, and the Israel-Palestine conflict, on the global economy, energy supplies and raw materials may prove to negatively impact the Company’s business and operations.

Certain Significant Risks and Uncertainties - As of July 4, 2025, 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, disruptions in the operations of its or its customers’ facilities, or along its global supply chain, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

International geopolitical conflicts, including continuing tensions between Taiwan and China, the Russian war in Ukraine, the Israel-Palestine conflict, and rising tensions in the Middle East, on the global economy, energy supplies and raw materials may prove to negatively impact the Company’s business and operations.

Additionally, the imposition of U.S.

6 unchanged sentences

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, accrued liabilities, and current portion of long-term debt approximate their fair values due to their short-term nature.

The carrying amounts of the Company’s revolver and long-term debt, excluding current portion, approximate their fair values because the interest rates vary with the market.

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

The carrying amounts of the Company’s revolver and long-term debt, excluding current portion, approximate their fair values because the interest rates vary with the market.

Non-GAAP Financial Measures - Total adjusted EBITDA presents the sum of the results of our three operating segments and unallocated corporate expenses on a consolidated basis.

20 unchanged sentences

GAAP financial measure.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Recent Accounting Pronouncements

13 unchanged sentences

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

In November 2024, the FASB issued ASU 2024-03 and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The Company is currently evaluating the impact of the accounting standard updates on its consolidated financial statements and related disclosures.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

The following table summarizes total net sales by segment:

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Powered Vehicles Group $ 123,514 $ 117,795 $ 245,612 $ 235,908

3 unchanged sentences

The following table summarizes total net sales by sales channel:

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

OEM $ 173,757 $ 151,299 $ 330,078 $ 289,108

4 unchanged sentences

The following table summarizes total net sales generated by geographic location of the customer:

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

North America $ 271,676 $ 278,153 $ 543,977 $ 562,815

3 unchanged sentences

Total net sales $ 374,864 $ 348,491 $ 729,894 $ 681,963

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Inventory consisted of the following:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Raw materials $ 249,602 $ 245,368

2 unchanged sentences

Total inventory $ 412,762 $ 404,736

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Prepaids and Other Current Assets

Prepaids and other current assets consisted of the following:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Prepaid chassis deposits $ 31,217 $ 47,094

4 unchanged sentences

Property, plant and equipment, net consisted of the following:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Machinery and manufacturing equipment $ 190,516 $ 177,261

9 unchanged sentences

The Company’s long-lived assets by geographic location are as follows:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

United States $ 203,673 $ 203,937

6 unchanged sentences

Accrued expenses consisted of the following:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Payroll and related expenses $ 30,214 $ 22,504

2 unchanged sentences

Accrued sales rebate 10,459 7,852

Other accrued expenses 6,398 13,452

Income tax payable 5,460 9,343

Other accrued expenses 9,320 13,452

Total accrued expenses $ 90,596 $ 91,427

4 unchanged sentences

Activity related to warranties is as follows:

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Beginning warranty liability $ 19,113 $ 19,327 $ 21,593 $ 20,001

3 unchanged sentences

*All changes to warranty liability were within normal course of business.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

2022 Credit Facility

5 unchanged sentences

Base rate revolving loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds Rate plus 0.50 %, (ii) the rate of interest in effect for such day as publicly announced from time to time by the lender as its “prime rate”, and (iii) Adjusted Term SOFR rate for a one-month tenor plus 1.00 %, subject to the interest rate floors set forth therein, plus a margin ranging from 0.00 % to 1.00 %.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

On November 14, 2023, in connection and concurrently with the closing of the Marucci acquisition, the Company entered into the First Incremental Facility Amendment (the “Amendment”) amending the 2022 Credit Facility.

12 unchanged sentences

The Company paid $ 3,490 in loan fees for the Third and Fourth Amendments, of which $ 3,433 were allocated among the revolver and the Incremental Term Loans to be amortized over the remaining term of the 2022 Credit Facility.

At April 4, 2025, the one-month SOFR and three-month SOFR rates were 4.34 % and 4.35 %, respectively.

At April 4, 2025, our weighted-average interest rate on outstanding borrowing was 6.36 %.

At July 4, 2025, the one-month SOFR and three-month SOFR rates were 4.33 % and 4.34 %, respectively.

At July 4, 2025, our weighted-average interest rate on outstanding borrowing was 6.41 %.

The 2022 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 requires that the Company satisfy customary financial ratios.

The Company was in compliance with the covenants as of April 4, 2025.

The Company was in compliance with the covenants as of July 4, 2025.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

The following table summarizes the revolver under the 2022 Credit Facility:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Amount outstanding $ 157,000 $ 153,000

2 unchanged sentences

Total borrowing capacity $ 650,000 $ 650,000

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

As of April 4, 2025, future principal payments for term loan debt, including the current portion, are summarized as follows:

For fiscal year April 4, 2025

As of July 4, 2025, future principal payments for term loan debt, including the current portion, are summarized as follows:

For fiscal year July 4, 2025

2025 $ 12,143

15 unchanged sentences

Legal Proceedings - On February 20, 2024, a complaint alleging violations of federal securities laws and seeking certification as a class action was filed against the Company and certain of its current and former officers in the United States District Court for the Northern District of Georgia in Atlanta.

On August 16, 2024, the plaintiff filed an amended complaint that purports to seek damages on behalf of a putative class of persons who purchased the Company’s common stock between May 6, 2021 and November 2, 2023.

The amended complaint asserts claims under Sections 10(b) and 20 of the Securities Exchange Act and alleges that the Company and certain current and former officers made material misstatements and omissions to investors regarding demand for the Company’s products and its inventory levels.

The amended complaint generally seeks money damages, interest, attorneys’ fees, and other costs.

On August 16, 2024, the plaintiff filed an amended complaint that purported to seek damages on behalf of a putative class of persons who purchased the Company’s common stock between May 6, 2021 and November 2, 2023.

The amended complaint asserted claims under Sections 10(b) and 20 of the Securities Exchange Act and alleged that the Company and certain current and former officers made material misstatements and omissions to investors regarding demand for the Company’s products and its inventory levels.

The amended complaint generally sought money damages, interest, attorneys’ fees, and other costs.

On October 15, 2024, the defendants filed a motion to dismiss the amended complaint, which plaintiff opposed.

On March 13, 2025, the Court dismissed the amended complaint but granted plaintiff leave to file a second amended complaint.

On April 14, 2025, Plaintiff filed a second amended complaint asserting essentially the same claims.

On April 14, 2025, plaintiff filed a second amended complaint asserting essentially the same claims and relief.

The defendants moved to dismiss the second amended complaint on May 30, 2025, which plaintiff opposed on July 14, 2025.

The defendants deny all allegations of wrongdoing, believe the plaintiff’s positions are without merit, and intend to vigorously defend themselves.

2 unchanged sentences

The complaints are premised on substantially the same factual allegations as the securities fraud class action, but in these complaints, the plaintiff claims that the Company’s officers and directors breached their fiduciary duties or otherwise engaged in wrongdoing by allowing the underlying securities fraud to occur.

The court has stayed these cases pending the decision on the motion to dismiss the securities fraud litigation.

The defendants deny all allegations of wrongdoing, believe the plaintiffs’ claims are without merit, and intend to vigorously defend themselves.

6 unchanged sentences

Interest payments made to manufacturer-affiliated finance companies are classified as operating activities in the condensed consolidated statements of cash flows.

At April 4, 2025 and January 3, 2025, the Company utilized $ 28,118 and $ 36,008 , respectively, out of a maximum of $ 36,100 of Ford allocation of chassis, and $ 12,654 and $ 10,857 , respectively, out of a maximum of $ 49,500 GM allocation of chassis.

The Company incurred interest expense related to chassis on hand of $ 685 and $ 482 during the three months ended April 4, 2025 and January 3, 2025, respectively.

At July 4, 2025 and January 3, 2025, the Company utilized $ 9,005 and $ 36,008 , out of a maximum of $ 38,300 and $ 36,100 of Ford allocation of chassis, and $ 31,874 and $ 10,857 , out of a maximum of $ 36,100 and $ 49,500 of GM allocation of chassis, respectively.

The Company incurred interest expense related to chassis on hand of $ 1,058 and $ 482 during the three months ended July 4, 2025 and January 3, 2025, respectively and $ 1,743 and $ 856 during the six months ended July 4, 2025 and January 3, 2025 respectively.

FOX FACTORY HOLDING CORP.

7 unchanged sentences

The Company hedges the variability of cash flows in interest payments associated with the first $ 500,000 of its variable rate debt through the interest rate swaps.

As of April 4, 2025 and January 3, 2025, the Company had the following interest rate swap contracts:

April 4, 2025 January 3, 2025

As of July 4, 2025 and January 3, 2025, the Company had the following interest rate swap contracts:

July 4, 2025 January 3, 2025

Effective Date Termination Date Notional Amount Unrealized Gain (Loss) in AOCI Unrealized Gain (Loss) in AOCI

7 unchanged sentences

On June 11, 2021, the Company terminated its existing swap agreement (the “2020 Swap Agreement”) and entered into an interest rate swap agreement (the “2021 Swap Agreement”) with a notional amount of $ 200,000 .

On April 5, 2022, the Company terminated its 2021 Swap Agreement and entered into a new interest rate swap agreement (the “2022 Swap Agreement”) with a notional amount of $ 100,000 .

The terminated 2020 and 2021 Swap Agreements resulted in unrealized gains of $ 324 and $ 12,270 , respectively, at the termination dates that continued to be accounted for in accumulated other comprehensive income, or AOCI, and were fully amortized into earnings as of April 4, 2025.

On April 5, 2022, the Company terminated its 2021 Swap Agreement and entered into a new interest rate swap agreement with a notional amount of $ 100,000 .

The terminated 2020 Swap Agreement and 2021 Swap Agreement resulted in unrealized gains of $ 324 and $ 12,270 , respectively, at the termination dates that continued to be accounted for in accumulated other comprehensive income, or AOCI, and were fully amortized into earnings as of April 4, 2025.

On August 26, 2024, the Company entered into new interest rate swap agreements with an aggregate notional amount of $ 400,000 .

The interest rate swaps are indexed to a three-month Term SOFR as defined in the agreements.

The interest rate swaps met the criteria as cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”), and are recorded to other assets or other liabilities on the condensed consolidated balance sheets.

The interest rate swaps met the criteria as cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”), and are recorded to prepaids and other current assets, other assets, accrued expenses, or other liabilities on the condensed consolidated balance sheets.

Refer to Note 10 - Fair Value Measurements and Financial Instruments for additional information on determining the fair value.

1 unchanged sentence

As required under ASC 815, the interest rate swap contracts’ effectiveness will be assessed on a quarterly basis using a quantitative regression analysis.

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three months ended April 4, 2025 and March 29, 2024 were a net loss of $ 3,948 and a gain of $ 1,502 respectively.

The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three months ended April 4, 2025 and March 29, 2024 were $ 1,907 and $ 1,785 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during three months ended April 4, 2025 and March 29, 2024 were losses of $ 1,396 and $ 43 , respectively.

Over the next 12 months, the Company estimates that $ 4,305 will be reclassified as a decrease to interest expense related to the interest rate swap contracts.

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three and six months ended July 4, 2025 were a gain of $ 2,130 and a loss of $ 1,818 ;

and for the three and six months ended June 28, 2024 were gains of $ 616 and $ 2,118 , respectively.

The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three and six months ended July 4, 2025 were $ 1,097 and $ 3,004 , respectively;

and during the three and six months ended June 28, 2024 were $ 1,775 and $ 3,560 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during three and six months ended July 4, 2025 were a gain of $ 249 and a loss of $ 1,147 , respectively;

and during the three and six months ended June 28, 2024 were losses of $ 277 and $ 320 , respectively.

Over the next 12 months, the Company estimates that $ 1,647 of existing net gain in AOCI related to the interest rate swap contracts will be reclassified as a decrease to interest expense.

FOX FACTORY HOLDING CORP.

3 unchanged sentences

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods:

April 4, 2025 January 3, 2025

July 4, 2025 January 3, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

2 unchanged sentences

Total assets measured at fair value $ 4,455 $ 1,815 $ — $ 6,270 $ 4,394 $ 5,685 $ — $ 10,079

Deferred Compensation Plan Liabilities 3,997 — — 3,997 4,300 — — 4,300

Revolver — 163,000 — 163,000 — 153,000 — 153,000

Incremental Term Loans $ — $ 541,780 $ — $ 541,780 $ — $ 552,061 $ — $ 552,061

Revolver — 157,000 — 157,000 — 153,000 — 153,000

Deferred Compensation Plan Liabilities 4,434 — — 4,434 4,300 — — 4,300

Interest Rate Swaps — 168 — 168 — — — —

Total liabilities measured at fair value $ 4,434 $ 698,948 $ — $ 703,382 $ 4,300 $ 705,061 $ — $ 709,361

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 categories of the fair value hierarchy during the three months ended April 4, 2025.

As of April 4, 2025, the carrying amount of the principal under the Company’s 2022 Credit Facility - Incremental Term Loans and Revolver approximated fair value because they had variable interest rates that reflected market changes in interest rates and changes in the Company’s net leverage ratio.

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 categories of the fair value hierarchy during the three and six months ended July 4, 2025.

As of July 4, 2025, the carrying amount of the principal under the Company’s 2022 Credit Facility - Incremental Term Loans and Revolver approximated fair value because they had variable interest rates that reflected market changes in interest rates and changes in the Company’s net leverage ratio.

The Company mitigates the cash flow risk associated with changes in interest rates on its variable rate debt through interest rate swap agreements.

5 unchanged sentences

The investments are recorded as cash and cash equivalents at their quoted market price.

The corresponding deferred compensation plan liabilities are recorded at fair value based on the quoted market price of the underlying investments, and included in accrued expenses on the condensed consolidated balance sheets.

The corresponding deferred compensation plan liabilities are recorded at fair value based on the quoted market price of the underlying investments and are included in accrued expenses on the condensed consolidated balance sheets.

FOX FACTORY HOLDING CORP.

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The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion.

There were no repurchases of common stock during the three months ended April 4, 2025.

During the three months ended March 29, 2024, the Company repurchased approximately 378 shares for $ 25,000 , at an average price of $ 66.03 .

There were no repurchases of common stock during the six months ended July 4, 2025.

During the six months ended June 28, 2024, the Company repurchased approximately 378 shares for $ 25,000 , at an average price of $ 66.03 .

All repurchased shares were immediately retired.

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The excess purchase price over par value was allocated between additional paid-in capital and retained earnings.

As of April 4, 2025, authorized repurchases of $ 250,000 remain available to the Company.

As of July 4, 2025, authorized repurchases of $ 250,000 remain available to the Company.

Equity Incentive Plans

The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of income:

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Cost of sales $ 347 $ 320 $ 645 $ 556

10 unchanged sentences

(in thousands, except per share data)

The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the three months ended April 4, 2025:

The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the six months ended July 4, 2025:

Unvested RSUs

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Vested ( 173 ) $ 66.08

Unvested at April 4, 2025 843 $ 38.66

As of April 4, 2025, the Company had approximately $ 25,104 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 2.33 years.

During the three months ended April 4, 2025, the Company issued performance-based restricted stock units (“PSUs”) to certain executives that represent shares potentially issuable in the future.

Unvested at July 4, 2025 773 $ 34.15

As of July 4, 2025, the Company had approximately $ 24,866 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 2.10 years.

During the six months ended July 4, 2025, the Company issued performance-based restricted stock units (“PSUs”) to certain executives that represent shares potentially issuable in the future.

Issuance is based upon the Company’s performance, over a three -year performance period, against an adjusted EBITDA margin target.

The PSUs vest only upon the achievement of the applicable performance goals for the performance period and, depending on the actual achievement on the performance goals, the grantee may earn between 0 % and 200 % of the target PSUs.

The Company also issued PSUs to certain executives and non-executives based upon the Company’s performance, over a four-year performance period, against a trailing 12-month revenue target.

In fiscal year 2024, the Company issued PSUs to certain executives and non-executives based upon the Company’s performance, over a four-year performance period, against a trailing 12-month revenue target.

These revenue-growth PSUs vest only upon the achievement of the applicable performance goals for the performance period, and, depending on the actual achievement on the performance goals, the grantee may earn either 0 % or 100 % of the target PSUs.

The fair value of PSUs is calculated based on the stock price on the date of grant assuming the performance goals will be achieved.

The following table summarizes the activity for the Company’s unvested PSUs for the three months ended April 4, 2025:

The following table summarizes the activity for the Company’s unvested PSUs for the six months ended July 4, 2025:

Unvested PSUs

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Canceled ( 2 ) $ 46.81

Unvested at April 4, 2025 506 $ 41.07

Unvested at July 4, 2025 506 $ 41.07

The stock-based compensation expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest based on the achievement of certain performance conditions.

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(in thousands, except per share data)

Net Loss Per Share

Basic earnings per share amounts are computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period.

Diluted earnings per share amounts are computed by dividing net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.

Earnings (Net Loss) Per Share

Basic earnings per share amounts are computed by dividing earnings (net loss) for the period by the weighted average number of common shares outstanding during the period.

Diluted earnings per share amounts are computed by dividing earnings (net loss) 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 RSUs and PSUs, which are reflected in diluted earnings per share by application of the treasury stock method.

The Company excluded 241 and 139 shares from the calculation of diluted earnings per share for the three months ended April 4, 2025 and March 29, 2024, respectively, as these shares would have been antidilutive.

The Company excluded 241 and 281 shares from the calculation of diluted earnings per share for the three and six months ended July 4, 2025 and 145 and 103 for the three and six months ended June 28, 2024, respectively, as these shares would have been antidilutive.

Due to the net loss reported for the six months ended July 4, 2025, there were no dilutive shares included in the calculation of diluted net loss per share for the period.

The following table presents the calculation of basic and diluted earnings per share:

For the three months ended

April 4, 2025 March 29, 2024

Net loss $ ( 259,694 ) $ ( 3,496 )

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net income (loss) attributable to FOX stockholders

$ 2,744 $ 5,407 $ ( 256,950 ) $ 1,911

Weighted average shares used to compute basic earnings per share 41,788 41,673 41,749 41,662

1 unchanged sentence

Weighted average shares used to compute diluted earnings per share 41,866 41,705 41,749 41,717

Earnings per share:

Earnings (net loss) per share:

Basic $ 0.07 $ 0.13 $ ( 6.15 ) $ 0.05

Diluted $ 0.07 $ 0.13 $ ( 6.15 ) $ 0.05

For the three months ended

April 4, 2025 March 29, 2024

Benefit from income taxes $ ( 3,637 ) $ ( 1,267 )

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Provision (benefit) from income taxes $ 2,800 $ ( 371 ) $ ( 837 ) $ ( 1,638 )

Effective tax rates 50.9 % ( 7.4 ) % 0.3 % ( 600.0 ) %

For the three months ended April 4, 2025, the difference between the Company’s effective tax rate of 1.4 % and the 21 % federal statutory rate was due to the impairment impact of the non-deductible goodwill recognized during the same period.

For the three months ended March 29, 2024, the difference between the Company’s effective tax rate of 26.6 % and the 21 % federal statutory rate was due to the impact of discrete items and pre-tax loss.

For the three months ended July 4, 2025, the difference between the Company’s effective tax rate of 50.9 % and the 21 % federal statutory rate was primarily due to unfavorable impact of discrete items in proportion to lower levels of pre-tax income.

For the six months ended July 4, 2025, the difference between the Company’s effective tax rate of 0.3 % and the 21 % federal statutory rate was due to the impairment impact of the non-deductible goodwill.

For the three months ended June 28, 2024, the difference between the Company’s effective tax rate of ( 7.4 )% and the 21 % federal statutory rate resulted primarily due to the favorable impact of discrete items in proportion to lower levels of pre-tax income.

For the six months ended June 28, 2024, the difference between the Company’s effective tax rate of ( 600.0 )% and the 21 % federal statutory rate was due to the favorable impact of discrete items in proportion to lower levels of pre-tax income.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We have reviewed the enacted legislation and have determined that these provisions do not affect the measurement of our deferred tax assets and liabilities as of July 4, 2025.

We are currently assessing the impact on the effective tax rate for future periods.

We do not expect the results from any ongoing income tax audits to have a material impact on our consolidated financial condition, results of operations, or cash flows.

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for $ 20,501 , net of cash acquired.

Marzocchi is a leader in motorbike suspension manufacturing.

Marzocchi is a leader in motorcycle suspension manufacturing.

The Company believes that this acquisition will be complementary to its powered vehicle businesses and will help to expand its product offerings.

This transaction was accounted for as a business combination.

The purchase price of Marzocchi is preliminary allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of December 19, 2024 with the excess purchase price allocated to goodwill.

During the three months ended April 4, 2025, the Company recorded an increase of $ 27 to net assets and a decrease of the same amount to goodwill.

The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition:

The purchase price of Marzocchi is preliminarily allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of December 19, 2024 with the excess purchase price allocated to goodwill.

During the six months ended July 4, 2025, the Company recorded an increase of $ 135 to net assets and a decrease of the same amount to goodwill.

The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition, translated into U.S.

dollars using the exchange rate on the same date:

Acquisition consideration

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The gross contractual accounts receivable acquired in the acquisition was $ 6,706 , all of which was expected to be collected.

As of July 4, 2025, $ 6,038 of the acquired accounts receivable had been collected.

This amount is translated using the exchange rate at the reporting date.

The amounts above represent the Company’s provisional fair value estimates related to the acquisition as of December 19, 2024, and are subject to subsequent adjustments as additional information is obtained during the applicable measurement period.

The primary areas of estimates that are not yet finalized include certain tangible assets acquired and liabilities assumed, as well as the identifiable intangible assets.

The Company incurred $ 1,606 of acquisition costs in conjunction with the Marzocchi acquisition, of which $ 130 were incurred during the three months ended April 4, 2025.

The Company incurred $ 1,765 of acquisition costs in conjunction with the Marzocchi acquisition, of which $ 289 were incurred during the six months ended July 4, 2025.

These costs are classified as general and administrative expenses in the accompanying condensed consolidated statements of income.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

The values assigned to the identifiable intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value.

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The goodwill is tax deductible for U.S.

income tax purposes due to the step-up in tax basis of acquired goodwill, and a portion of it is also deductible for Italian income tax purposes.

income tax purposes due to the step-up in tax basis of acquired goodwill and a portion is also deductible for Italian income tax purposes.

In the acquisition of Marzocchi, the Company stepped up the intangibles by $ 3,500 , which is not deductible for Italian income tax purposes.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

The results of operations for Marzocchi have been included in the Company's consolidated statements of income since the closing date of the acquisition on December 19, 2024.

The total revenues and pre-tax loss for Marzocchi for the three months ended April 4, 2025 amounted to $ 11,969 and $ 1,623 , respectively.

The total revenues for Marzocchi for the three and six months ended July 4, 2025 amounted to $ 11,691 and $ 23,660 , respectively.

The total pre-tax losses for Marzocchi for the three and six months ended July 4, 2025 amounted to $ 722 and $2,345.

Segment Information

9 unchanged sentences

This segment operates 15 plants across the United States.

Our range of aftermarket applications products includes premium products under the BDS Suspension, Zone Offroad, JKS Manufacturing, RT Pro UTV, 4x4 Posi-Lok, Ridetech, Tuscany, Outside Van, SCA, and Custom Wheel House brands designed for off-road vehicles and trucks, side-by-sides, on-road vehicles with or without off-road capabilities, specialty vehicles and applications, and commercial trucks.

Our range of aftermarket applications products includes premium products under the BDS Suspension, Zone Offroad, JKS Manufacturing, RT Pro UTV, 4x4 Posi-Lok, Ridetech, Tuscany, Outside Van, SCA, RTR, Fun-Haver, and Custom Wheel House brands designed for off-road vehicles and trucks, side-by-sides, on-road vehicles with or without off-road capabilities, specialty vehicles and applications, and commercial trucks.

Specialty Sports Group:

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Unallocated corporate expenses are corporate overhead expenses that are not directly attributable to one of our business segments and include unallocated occupancy costs for our corporate headquarters, acquisition costs, other benefit and compensation programs, including performance-based compensation, and administrative expenses such as accounting, finance, legal, human resources, and information technology expenses.

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Powered Vehicles Group $ 123,514 $ 117,795 $ 245,612 $ 235,908

2 unchanged sentences

Net sales $ 374,864 $ 348,491 $ 729,894 $ 681,963

Net loss ( 259,734 ) ( 3,496 )

Net income (loss) 2,705 5,407 ( 257,029 ) 1,911

Goodwill impairment — — 262,129 —

Benefit from income taxes ( 3,637 ) ( 1,267 )

Provision (benefit) from income taxes 2,800 ( 371 ) ( 837 ) ( 1,638 )

Depreciation and amortization (1)

3 unchanged sentences

Other acquisition and integration-related expenses (2)

723 470 1,340 5,633

Organizational restructuring expenses (3)

Loss on asset disposals and lease terminations related to organizational restructuring 698 —

3,557 413 5,170 476

Organizational restructuring related losses

392 — 1,090 —

Strategic transformation costs — 822 20 1,254

8 unchanged sentences

(2) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets, per period as follows:

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Acquisition related costs and expenses $ 276 $ 470 $ 479 $ 1,148

5 unchanged sentences

(in thousands)

(3) Represents expenses associated with various restructuring initiatives across the organization.

Individual expenses are not a primary focus in segment-level decision-making as the CODM relies on adjusted EBITDA as the key financial metric for assessing performance and allocating resources across segments.

The following table presents the Company’s other segment items that consist of costs of sales and operating expenses excluding depreciation and amortization, non-cash stock-based compensation, litigation and settlement-related expenses, other acquisition and integration-related expenses, organizational restructuring-related expenses, strategic transformation costs, and goodwill impairment.

For the three months ended

April 4, 2025 March 29, 2024

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Powered Vehicles Group $ 107,127 $ 101,906 $ 214,843 $ 204,138

4 unchanged sentences

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-Q

Item 1. Financial Statements