FOX FACTORY HOLDING CORP (FOXF)

Staff comment: We note your disclosure of an Adjusted EBITDA measure which is calculated as the sum of the segment Adjusted EBITDA measures less unallocated corporate expenses. Please note that the total of any segment profitability measures outside the required ASC 280 disclosure in the notes to the financial statements represents a non-GAAP financial measure and should be accompanied by appropriate disclosure under Item 10(e) of Regulation S-K. In addition, the measure must comply with our guidance on Non-GAAP financial measures which includes the prohibition on excluding normal recurring operating expenses from a Non-GAAP profitability measure. See Question 100.01 of the SEC Staff’s Compliance &… letter →

Staff comment: We note your disclosure in Note 1 of a Non-GAAP Financial Measure titled Total Adjusted EBITDA which appears to relate to the consolidated, or total Adjusted EBITDA measure disclosed in your segment disclosure in Note 20. Please note that presentation of a total or consolidated Adjusted EBITDA amount, other than in the reconciliation of the sum of the reportable segments Adjusted EBTIDA measures to your consolidated income before taxes, would be the presentation of a non-GAAP financial measure that is not permitted in the notes to the financial statements under Item 10(e)(ii)(C). In this regard, we note that ASC 280-10-50-28A allows for disclosure of a second segment profitability measure… letter →

Staff comment: We note your disclosure in Note 20 of each segment’s profitability measure of Adjusted EBITDA. We further note that you disclose a total for these amounts less unallocated corporate expenses to arrive at a total Adjusted EBITDA amount. This amount is reconciled to net income immediately prior to the disclosure. Please note that ASC 280-10-50-30(b) requires a reconciliation which begins with the total of the reportable segment profitability measures and reconciles to your consolidated income before income taxes and discontinued operations. In providing this reconciliation, unallocated corporate expenses would be considered a reconciling item below the total of segment Adjusted EBITDA. Please… letter →

Staff comment: We note that on page 114 you disclose the other segment items for each of your three reportable segments and include a line for unallocated corporate expenses to arrive at a total for these amounts. Please note that presentation of this total is not consistent with the guidance in ASC 280 and should be removed as it represents a non-GAAP financial measure. Additionally, we note that you do not present significant segment expenses in your disclosure and instead disclose that 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. Please… letter →