Fox Factory Holding Corp. Announces Fourth Quarter and Fiscal 2021 Financial Results

Achieves Quarterly Sales of $342.3 Million 
Reports Earnings per Diluted Share of $0.89 
Reports Non-GAAP Adjusted Earnings per Diluted Share of $1.06 
Introduces Fiscal 2022 Guidance

DULUTH, Ga., Feb. 24, 2022 (GLOBE NEWSWIRE) -- Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX” or the “Company”) today reported financial results for the fourth quarter and fiscal year ended December 31, 2021.

Fourth Quarter Fiscal 2021 Highlights

• Sales increased 30.5% to $342.3 million, compared to $262.4 million in the same period last fiscal year
• Gross profit increased 28.5% to $107.3 million, compared to $83.5 million in the same period last fiscal year. Gross margin percentage decreased 50 basis points to 31.3%, compared to 31.8% in the same period last fiscal year; non-GAAP adjusted gross margin percentage decreased 40 basis points to 31.6% compared to 32.0% in the same period last fiscal year
• Net income attributable to FOX stockholders was $37.7 million, or 11.0% of sales and $0.89 of earnings per diluted share, compared to $31.8 million, or 12.1% of sales and $0.75 of earnings per diluted share in the same period last fiscal year
• Non-GAAP adjusted net income was $44.8 million, or $1.06 of non-GAAP adjusted earnings per diluted share, compared to $38.2 million, or $0.90 of non-GAAP adjusted earnings per diluted share in the same period last fiscal year
• Adjusted EBITDA was $61.1 million, or 17.8% of sales, compared to $51.2 million, or 19.5% of sales in the same period last fiscal year
  

"I am pleased to report yet another year of record revenue and profitability in 2021, despite an incredibly volatile operating environment filled with numerous inflationary, labor, and supply chain challenges, which were only further exacerbated by the ongoing COVID-19 pandemic,” commented Mike Dennison, FOX’s Chief Executive Officer. “This year’s performance continues to demonstrate our team's ability to overcome obstacles while laying the foundation for our future success. We recently completed the acquisition of Shock Therapy, a high-performance suspension tuning services company located in Phoenix, Arizona. The addition of Shock Therapy fits seamlessly with our growth strategy by super-charging our services and off-road aftermarket businesses, while establishing a meaningful eco-system around our end consumers. We are optimistic about our prospects as we move into 2022 with solid business momentum, expanded customer relationships, and enhanced production capabilities to serve our customers better than ever."

Sales for the fourth quarter of fiscal 2021 were $342.3 million, an increase of 30.5% as compared to sales of $262.4 million in the fourth quarter of fiscal 2020. This increase reflects a 46.7% increase in Specialty Sports Group sales and a 18.6% increase in Powered Vehicles Group sales. The increase in Specialty Sports Group sales is driven by continued strong demand in the original equipment manufacturer ("OEM") channel, increased capacity, and excellent execution by our team in meeting the needs of our customers. The increase in Powered Vehicles Group sales is primarily due to strong performance in our upfitting product lines.

Gross margin was 31.3% for the fourth quarter of fiscal 2021, a 50 basis point decrease from gross margin of 31.8% in the fourth quarter of fiscal 2020. Non-GAAP adjusted gross margin decreased 40 basis points to 31.6% from the same prior fiscal year period, excluding the effects of strategic transformation costs. The decrease in gross margin was primarily driven by supply chain related costs, including increased prices for raw materials and higher freight costs. A reconciliation of gross profit to non-GAAP adjusted gross profit and the resulting non-GAAP adjusted gross margin is provided at the end of this press release.

Total operating expenses were $64.2 million for the fourth quarter of fiscal 2021, compared to $45.8 million in the fourth quarter of fiscal 2020. Operating expenses increased by $18.4 million primarily due to higher employee related costs, higher commission costs, and higher investments to right size our administrative support functions. As a percentage of sales, operating expenses were 18.8% for the fourth quarter of fiscal 2021, compared to 17.5% in the fourth quarter of fiscal 2020. Non-GAAP operating expenses were $57.2 million, or 16.7% of sales, in the fourth quarter of fiscal 2021, compared to $39.4 million, or 15.0% of sales, in the fourth quarter of the prior fiscal year. Reconciliations of operating expense to non-GAAP operating expense are provided at the end of this press release.

The Company’s effective tax rate was 9.6% in the fourth quarter of fiscal 2021, compared to an effective tax rate of 9.2% in the fourth quarter of fiscal 2020. The increase is due to lower tax benefits on stock-based compensation, partially offset by additional benefit from a lower tax rate on U.S foreign derived earnings.

Net income attributable to FOX stockholders in the fourth quarter of fiscal 2021 was $37.7 million, compared to $31.8 million in the fourth quarter of the prior fiscal year. Earnings per diluted share for the fourth quarter of fiscal 2021 were $0.89, compared to earnings per diluted share of $0.75 for the fourth quarter of fiscal 2020.

Non-GAAP adjusted net income in the fourth quarter of fiscal 2021 was $44.8 million, or $1.06 of adjusted earnings per diluted share, compared to adjusted net income of $38.2 million, or $0.90 of adjusted earnings per diluted share, in the same period of the prior fiscal year. Reconciliations of net income attributable to FOX stockholders as compared to non-GAAP adjusted net income and the calculation of non-GAAP adjusted earnings per diluted share are provided at the end of this press release.

Adjusted EBITDA in the fourth quarter of fiscal 2021 was $61.1 million, compared to $51.2 million in the fourth quarter of fiscal 2020. Adjusted EBITDA margin in the fourth quarter of fiscal 2021 was 17.8%, compared to 19.5% in the fourth quarter of fiscal 2020. Reconciliations of net income to adjusted EBITDA and the calculation of adjusted EBITDA margin are provided at the end of this press release.

Fiscal Year 2021 Results

Sales for the year ended December 31, 2021 were $1,299.1 million, an increase of 45.9% compared to fiscal year 2020. Sales of Specialty Sports products and Powered Vehicle products increased 57.8% and 37.5%, respectively, in fiscal year 2021 compared to the prior fiscal year period. The increase in Specialty Sports Group sales is driven by increased demand, primarily in OEM channel. The increase in Powered Vehicle Group sales is primarily due to increased demand in the aftermarket channel, including strong performance from our upfitting product lines, and the inclusion of a full twelve months of revenues from our SCA Performance Holdings, inc. subsidiary. Additionally, our prior fiscal year period includes the impact of shutdowns at a majority of our OEM partners due to the COVID-19 pandemic.

Gross margin was 33.3% in fiscal year 2021, a 80 basis point increase, compared to gross margin of 32.5% in fiscal year 2020. On a non-GAAP basis, adjusted gross margin increased 80 basis points, excluding the effects of strategic transformation costs and the amortization of acquired inventory valuation markup. The increase in gross margin for fiscal year 2021 was primarily due to higher volume sales in our Specialty Sports Group and the strong performance of our upfitting product lines, as well as favorable product and channel mix. Additionally, our gross margin for the prior fiscal year period was negatively impacted by incremental costs related to the COVID-19 pandemic. A reconciliation of gross profit to non-GAAP adjusted gross profit and the resulting non-GAAP adjusted gross margin is provided at the end of this press release.

Net income attributable to FOX stockholders in fiscal 2021 was $163.8 million, compared to $90.7 million in the prior fiscal year. Earnings per diluted share for the fiscal year 2021 were $3.87, compared to $2.22 in fiscal 2020.

Non-GAAP adjusted net income in fiscal 2021 was $190.8 million, or $4.50 of adjusted earnings per diluted share, compared to $123.8 million, or $3.03 of adjusted earnings per diluted share in the same period of the prior fiscal year. Reconciliations of net income attributable to FOX stockholders to non-GAAP adjusted net income and the calculation of non-GAAP adjusted earnings per share are provided at the end of this press release.

Adjusted EBITDA increased to $263.9 million in fiscal 2021, compared to $176.3 million in fiscal 2020. Adjusted EBITDA margin increased to 20.3% in fiscal 2021, compared to 19.8% in fiscal 2020. Reconciliations of net income to adjusted EBITDA and the calculation of non-GAAP adjusted EBITDA margin are provided at the end of this press release.

Balance Sheet Highlights

As of December 31, 2021, the Company had cash and cash equivalents of $179.7 million compared to $245.8 million as of January 1, 2021. Inventory was $279.8 million as of December 31, 2021, compared to $127.1 million as of January 1, 2021. As of December 31, 2021, accounts receivable and accounts payable were $142.0 million and $100.0 million, respectively, compared to $121.2 million and $92.4 million, respectively, as of January 1, 2021. The increase in inventory is primarily due to additional raw materials purchases to mitigate risks associated with supply chain uncertainty. The changes in accounts receivable and accounts payable reflect business growth as well as the timing of vendor payments. Prepaids and other current assets were $123.1 million as of December 31, 2021, compared to $87.9 million as of January 1, 2021, primarily due to increased chassis deposits. Accrued expenses were $112.4 million as of December 31, 2021, compared to $59.4 million as of January 1, 2021, primarily due to income taxes payable. Property, plant and equipment, net increased to $192.0 million as of December 31, 2021, compared to $163.3 million as of January 1, 2021, reflecting capital expenditures of $54.8 million for the year ended December 31, 2021. Goodwill increased to $323.3 million as of December 31, 2021, compared to $289.3 million as of January 1, 2021, primarily due to our acquisitions of Manifest Joy LLC, d/b/a Outside Van, in May 2021 and Shock Therapy in December 2021.

Fiscal 2022 Guidance

For the first quarter of fiscal 2022, the Company expects sales in the range of $325 million to $340 million and non-GAAP adjusted earnings per diluted share in the range of $1.00 to $1.20.

For the fiscal year 2022, the Company expects sales in the range of $1,435 million to $1,465 million and non-GAAP adjusted earnings per diluted share in the range of $4.90 to $5.20. For purposes of our fiscal 2022 guidance, we expect our full year effective tax rate to be within the range of 11% to 15%. The Company is currently evaluating the impact of changes in international tax law which may have a favorable impact on our 2022 effective tax rate.

Non-GAAP adjusted earnings per diluted share exclude the following items net of applicable tax: amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs. A quantitative reconciliation of non-GAAP adjusted earnings per diluted share for the first quarter and full fiscal year 2022 is not available without unreasonable efforts because management cannot predict, with sufficient certainty, all of the elements necessary to provide such a reconciliation.

Conference Call & Webcast

The Company will hold an investor conference call today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The conference call dial-in number for North America listeners is (800) 891-3840, and international listeners may dial (203) 518-9544; the conference ID is FOXFQ421 or 36937421. Live audio of the conference call will be simultaneously webcast in the Investor Relations section of the Company's website at http://www.ridefox.com. The webcast of the teleconference will be archived and available on the Company’s website.

About Fox Factory Holding Corp. (NASDAQ: FOXF)

Fox Factory Holding Corp. designs and manufactures performance-defining ride dynamics products primarily for bicycles, on-road and off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, motorcycles, and commercial trucks. The Company is a direct supplier to leading powered vehicle OEMs. Additionally, the Company supplies top bicycle OEMs and their contract manufacturers, and provides aftermarket products to retailers and distributors.

FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.

Non-GAAP Financial Measures

In addition to reporting financial measures in accordance with generally accepted accounting principles (“GAAP”), FOX is including in this press release “non-GAAP adjusted gross profit,” “non-GAAP adjusted gross margin,” “non-GAAP operating expense,” “non-GAAP adjusted net income,” “non-GAAP adjusted earnings per diluted share,” “adjusted EBITDA,” and “adjusted EBITDA margin,” all of which are non-GAAP financial measures. FOX defines non-GAAP adjusted gross profit as gross profit margin adjusted for certain strategic transformation costs and the amortization of acquired inventory valuation markup. FOX defines non-GAAP operating expense as operating expense adjusted for amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs. FOX defines non-GAAP adjusted net income as net income attributable to FOX stockholders adjusted for amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs, all net of applicable tax. These adjustments are more fully described in the tables included at the end of this press release. Non-GAAP adjusted earnings per diluted share is defined as non-GAAP adjusted net income divided by the weighted average number of diluted shares of common stock outstanding during the period. FOX defines adjusted EBITDA as net income adjusted for interest expense, net other expense, income taxes, amortization of purchased intangibles, depreciation, stock-based compensation, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs that are more fully described in the tables included at the end of this press release. Adjusted EBITDA margin is defined as adjusted EBITDA divided by sales.

FOX includes these non-GAAP financial measures because it believes they allow investors to understand and evaluate the Company’s core operating performance and trends. In particular, the exclusion of certain items in calculating non-GAAP adjusted gross profit, non-GAAP operating expense, non-GAAP adjusted net income and adjusted EBITDA (and accordingly, non-GAAP adjusted earnings per diluted share and adjusted EBITDA margin) can provide a useful measure for period-to-period comparisons of the Company’s core business. These non-GAAP financial measures have limitations as analytical tools, including the fact that such non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies because other companies may calculate non-GAAP adjusted gross profit, non-GAAP operating expense, non-GAAP adjusted net income, non-GAAP adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin differently than FOX does. For more information regarding these non-GAAP financial measures, see the tables included at the end of this press release.

FOX FACTORY HOLDING CORP.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)

	As of				As of
	December 31,				January 1
		2021				2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	179,686			$	245,764
Accounts receivable (net of allowances of $410 and $663 at December 31, 2021 and January 1, 2021, respectively)		142,040				121,194
Inventory		279,837				127,091
Prepaids and other current assets		123,107				87,920
Total current assets		724,670				581,969
Property, plant and equipment, net		192,003				163,288
Lease right-of-use assets		38,752				26,148
Deferred tax assets		34,998				19,362
Goodwill		323,299				289,349
Intangibles, net		197,021				204,491
Other assets		4,986				1,954
Total assets	$	1,515,729			$	1,286,561
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	99,984			$	92,403
Accrued expenses		112,378				59,391
Reserve for uncertain tax positions		—				1,095
Current portion of long-term debt		17,500				12,500
Total current liabilities		229,862				165,389
Long-term debt, less current portion		360,953				377,088
Other liabilities		30,832				24,913
Total liabilities		621,647				567,390
Stockholders’ equity
Preferred stock, $0.001 par value — 10,000 authorized and no shares issued or outstanding as of December 31, 2021 and January 1, 2021		—				—
Common stock, $0.001 par value — 90,000 authorized; 43,010 shares issued and 42,120 outstanding as of December 31, 2021; 42,692 shares issued and 41,802 outstanding as of January 1, 2021		42				42
Additional paid-in capital		344,119				336,834
Treasury stock, at cost; 890 common shares as of December 31, 2021 and January 1, 2021		(13,754	)			(13,754	)
Accumulated other comprehensive income		4,876				1,068
Retained earnings		558,799				394,981
Total stockholders’ equity		894,082				719,171
Total liabilities and stockholders’ equity	$	1,515,729			$	1,286,561

FOX FACTORY HOLDING CORP.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited) 

	For the three months ended							For the twelve months ended
	December 31,				January 1,			December 31,			January 1,
		2021				2021			2021			2021
Sales	$	342,329			$	262,391		$	1,299,064		$	890,554
Cost of sales		235,027				178,919			866,732			601,007
Gross profit		107,302				83,472			432,332			289,547
Operating expenses:
Sales and marketing		18,710				13,923			70,925			52,214
Research and development		13,157				9,513			46,567			34,292
General and administrative		27,032				17,867			97,241			71,309
Amortization of purchased intangibles		5,317				4,499			20,685			17,583
Total operating expenses		64,216				45,802			235,418			175,398
Income from operations		43,086				37,670			196,914			114,149
Interest and other expense, net:
Interest expense		1,811				2,264			8,162			9,294
Other (income) expense, net		(484	)			381			371			325
Interest and other expense, net		1,327				2,645			8,533			9,619
Income before income taxes		41,759				35,025			188,381			104,530
Provision for income taxes		4,025				3,229			24,563			12,784
Net income		37,734				31,796			163,818			91,746
Less: net income attributable to non-controlling interest		—				—			—			1,072
Net income attributable to FOX stockholders	$	37,734			$	31,796		$	163,818		$	90,674
Earnings per share:
Basic	$	0.90			$	0.76		$	3.90		$	2.25
Diluted	$	0.89			$	0.75		$	3.87		$	2.22
Weighted-average shares used to compute earnings per share:
Basic		42,112				41,740			42,022			40,229
Diluted		42,389				42,260			42,366			40,801

FOX FACTORY HOLDING CORP.
NET INCOME TO NON-GAAP ADJUSTED NET INCOME RECONCILIATION
AND CALCULATION OF NON-GAAP ADJUSTED EARNINGS PER SHARE
(In thousands, except per share data)
(Unaudited)

The following table provides a reconciliation of net income attributable to FOX stockholders, the most directly comparable financial measure calculated and presented in accordance with GAAP, to non-GAAP adjusted net income (a non-GAAP measure), and the calculation of non-GAAP adjusted earnings per share (a non-GAAP measure) for the three and twelve months ended December 31, 2021 and January 1, 2021. These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.

	For the three months ended								For the twelve months ended
	December 31,				January 1,				December 31,				January 1,
		2021				2021				2021				2021
Net income attributable to FOX stockholders	$	37,734			$	31,796			$	163,818			$	90,674
Amortization of purchased intangibles		5,317				4,499				20,685				17,583
Patent litigation-related expenses		123				333				821				1,960
Other acquisition and integration-related expenses (1)		1,572				1,485				6,094				15,429
Strategic transformation costs (2)		851				476				3,422				2,798
Tax impacts of reconciling items above (3)		(794	)			(361	)			(4,045	)			(4,619	)
Non-GAAP adjusted net income	$	44,803			$	38,228			$	190,795			$	123,825
Non-GAAP adjusted EPS
Basic	$	1.06			$	0.92			$	4.54			$	3.08
Diluted	$	1.06			$	0.90			$	4.50			$	3.03
Weighted average shares used to compute non-GAAP adjusted EPS
Basic		42,112				41,740				42,022				40,229
Diluted		42,389				42,260				42,366				40,801

(1) 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.

(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations. For the three and twelve month periods ended December 31, 2021, $851 and $3,422 is classified as cost of sales, respectively. For the three and twelve month periods ended January 1, 2021, $98 and $1,063 is classified as operating expenses, respectively, and $378 and $1,735 is classified as cost of sales, respectively.

(3) Tax impact calculated based on the respective year to date effective tax rate.

FOX FACTORY HOLDING CORP.
NET INCOME TO ADJUSTED EBITDA RECONCILIATION AND
CALCULATION OF NET INCOME MARGIN AND ADJUSTED EBITDA MARGIN
(In thousands)
(Unaudited)

The following tables provide a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to adjusted EBITDA (a non-GAAP measure), and the calculations of net income margin and adjusted EBITDA margin (a non-GAAP measure) for the three and twelve months ended December 31, 2021 and January 1, 2021. These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.

	For the three months ended								For the twelve months ended
	December 31,				January 1,				December 31,				January 1,
		2021				2021				2021				2021
Net income	$	37,734			$	31,796			$	163,818			$	91,746
Provision for income taxes		4,025				3,229				24,563				12,784
Depreciation and amortization		11,519				9,184				43,425				33,923
Non-cash stock-based compensation		4,060				2,258				13,914				8,618
Patent litigation-related expenses		123				333				821				1,960
Other acquisition and integration-related expenses (1)		1,412				1,324				5,453				14,894
Strategic transformation costs (2)		851				476				3,422				2,798
Interest and other expense, net		1,327				2,645				8,533				9,619
Adjusted EBITDA	$	61,051			$	51,245			$	263,949			$	176,342
Net Income Margin		11.0	%			12.1	%			12.6	%			10.3	%
Adjusted EBITDA Margin		17.8	%			19.5	%			20.3	%			19.8	%

(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations, excluding $160 and $641 in stock-based compensation for the three and twelve month periods ended December 31, 2021, respectively, and $160 and $534 in stock-based compensation for the three and twelve month periods ended January 1, 2021, respectively, as well as the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets.

(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations. For the three and twelve month periods ended December 31, 2021, $851 and $3,422 is classified as cost of sales, respectively. For the three and twelve month periods ended January 1, 2021, $98 and $1,063 is classified as operating expenses, respectively, and $378 and $1,735 is classified as cost of sales, respectively.

FOX FACTORY HOLDING CORP.
GROSS PROFIT TO NON-GAAP ADJUSTED GROSS PROFIT RECONCILIATION AND
CALCULATION OF GROSS MARGIN AND NON-GAAP ADJUSTED GROSS MARGIN
(In thousands)
(Unaudited)

The following table provides a reconciliation of gross profit to non-GAAP adjusted gross profit (a non-GAAP measure) for the three and twelve months ended December 31, 2021 and January 1, 2021, and the calculation of gross margin and non-GAAP adjusted gross margin (a non-GAAP measure). These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.

	For the three months ended								For the twelve months ended
	December 31,				January 1,				December 31,				January 1,
		2021				2021				2021				2021
Sales	$	342,329			$	262,391			$	1,299,064			$	890,554
Gross Profit	$	107,302			$	83,472			$	432,332			$	289,547
Strategic transformation costs (1)		851				378				3,422				1,735
Amortization of acquired inventory valuation markup (2)		—				—				—				60
Non-GAAP Adjusted Gross Profit	$	108,153			$	83,850			$	435,754			$	291,342
Gross Margin		31.3	%			31.8	%			33.3	%			32.5	%
Non-GAAP Adjusted Gross Margin		31.6	%			32.0	%			33.5	%			32.7	%

(1) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.

(2) Represents the impact of the finished goods inventory valuation adjustment recorded in connection with our 2020 acquisition of SCA.

FOX FACTORY HOLDING CORP.
OPERATING EXPENSE TO NON-GAAP OPERATING EXPENSE RECONCILIATION AND
CALCULATION OF OPERATING EXPENSE AND NON-GAAP OPERATING EXPENSE AS A PERCENTAGE OF SALES
(In thousands)
(Unaudited)

The following tables provide a reconciliation of operating expense to non-GAAP operating expense (a non-GAAP measure) and the calculations of operating expense as a percentage of sales and non-GAAP operating expense as a percentage of sales (a non-GAAP measure), for the three and twelve months ended December 31, 2021 and January 1, 2021. These non-GAAP financial measures are provided in addition to, and not as an alternative for, the Company’s reported GAAP results.

	For the three months ended								For the twelve months ended
	December 31,				January 1,				December 31,				January 1,
		2021				2021				2021				2021
Sales	$	342,329			$	262,391			$	1,299,064			$	890,554
Operating Expense	$	64,216			$	45,802			$	235,418			$	175,398
Amortization of purchased intangibles		(5,317	)			(4,499	)			(20,685	)			(17,583	)
Patent litigation-related expenses		(123	)			(333	)			(821	)			(1,960	)
Other acquisition and integration-related expenses (1)		(1,572	)			(1,485	)			(6,094	)			(15,369	)
Strategic transformation costs (2)		—				(98	)			—				(1,063	)
Non-GAAP operating expense	$	57,204			$	39,387			$	207,818			$	139,423
Operating expense as a percentage of sales		18.8	%			17.5	%			18.1	%			19.7	%
Non-GAAP operating expense as a percentage of sales		16.7	%			15.0	%			16.0	%			15.7	%

(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations.

(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release including earnings guidance may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. 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 other similar terms or expressions and such forward-looking statements include, but are not limited to, statements about the impact of the global outbreak of COVID-19 on the Company’s business and operations; the Company’s continued growing demand for its products; the Company’s execution on its strategy to improve operating efficiencies; the Company’s optimism about its operating results and future growth prospects; the Company’s expected future sales and future non-GAAP adjusted earnings per diluted share; and any other statements in this press release that are not of a historical nature. Many important factors may cause the Company’s actual results, events or circumstances to differ materially from those discussed in any such forward-looking statements, including but not limited to: the Company’s ability to complete any acquisition and/or incorporate any acquired assets into its business; the Company’s ability to maintain its suppliers for materials, product parts and vehicle chassis without significant supply chain disruptions; the Company’s ability to improve operating and supply chain efficiencies; the Company’s ability to enforce its intellectual property rights; the Company’s future financial performance, including its sales, cost of sales, gross profit or gross margin, operating expenses, ability to generate positive cash flow and ability to maintain profitability; the Company’s ability to adapt its business model to mitigate the impact of certain changes in tax laws; changes in the relative proportion of profit earned in the numerous jurisdictions in which the Company does business and in tax legislation, case law and other authoritative guidance in those jurisdictions; factors which impact the calculation of the weighted average number of diluted shares of common stock outstanding, including the market price of the Company’s common stock, grants of equity-based awards and the vesting schedules of equity-based awards; the Company’s ability to develop new and innovative products in its current end-markets and to leverage its technologies and brand to expand into new categories and end-markets; the Company’s ability to increase its aftermarket penetration; the Company’s exposure to exchange rate fluctuations; the loss of key customers; strategic transformation costs; the outcome of pending litigation; the possibility that the Company may not be able to accelerate its international growth; the Company’s ability to maintain its premium brand image and high-performance products; the Company’s ability to maintain relationships with the professional athletes and race teams that it sponsors; the possibility that the Company may not be able to selectively add additional dealers and distributors in certain geographic markets; the overall growth of the markets in which the Company competes; the Company’s expectations regarding consumer preferences and its ability to respond to changes in consumer preferences; changes in demand for high-end suspension and ride dynamics products; the Company’s loss of key personnel, management and skilled engineers; the Company’s ability to successfully identify, evaluate and manage potential acquisitions and to benefit from such acquisitions; product recalls and product liability claims; future economic or market conditions; and the other risks and uncertainties described in “Risk Factors” contained in its Annual Report on Form 10-K for the fiscal year ended January 1, 2021 and filed with the Securities and Exchange Commission on February 25, 2021, or Quarterly Reports on Form 10-Q or otherwise described in the Company’s other filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CONTACT:

Fox Factory Holding Corp.

Vivek Bhakuni

Sr. Director of Investor Relations and Business Development

706-471-5241

vbhakuni@ridefox.com