Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to Fox Factory Holding Corporation’s First Quarter 2023 Earnings Conference Call. [Operator Instructions] Please note this conference is being recorded. I’d now like to turn the conference over to your host, Vivek Bhakuni, Senior Director of Investor Relations and Business Development. Thank you, sir. You may begin.

Thank you. Good afternoon and welcome to Fox Factory’s first quarter 2023 earnings conference call. I am joined today by Mike Dennison, our Chief Executive Officer and Maggie Torres, our Interim Chief Financial Officer and Interim Treasurer. First, Mike will provide business updates, then Maggie will review the quarterly financial results and then the outlook, followed by closing remarks from Mike. We will then open the call up for your questions. By now, everyone should have access to the earnings release, which went out today at approximately 4:05 Eastern Time. If you have not had a chance to review the release, it’s available on the Investor Relations portion of our website at investor.ridefox.com. Please note that throughout this call, we will refer to Fox Factory as FOX or the Company. Before we begin, I would like to remind everyone that the prepared remarks contain forward-looking statements and management may make additional forward-looking statements in response to your questions. Such statements involve a number of known and unknown uncertainties, many of which are outside the company’s control and can cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors and risks that could cause or contribute to such differences are detailed in the company’s latest Form 10-Q and in the Annual Report on Form 10-K filed with the Securities and Exchange Commission. Except as required by law, the company undertakes no obligation to update any forward-looking or other statements herein whether as a result of new information, future events or otherwise. In addition, where appropriate in today’s prepared remarks and within our earnings release, we will refer to non-GAAP financial measures to evaluate our business, as we believe these are useful metrics that better reflect the performance of our business on an ongoing basis. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are included in today’s press release, which has also been posted on our website. And with that, it is my pleasure to turn the call over to our CEO, Mike Dennison.

Thank you, Vivek, and good afternoon. We appreciate everyone taking the time to join us for today’s call. I am proud to report that we have started 2023 with a strong first quarter results. Thanks to the power of our diversified product offerings and the differentiated market position along with our committed and capable team, we executed incredibly well during the first quarter against the volatile economic and changing product mix environment. As we managed through all of these economic and market changes, our top priority is to ensure the long-term sustainable growth of our business. To achieve this, it was important to recognize the shifting requirements for workforce utilization and alignment. On this front, we instituted cost reductions, which primarily resulted in a reduction of workforce within our Specialty Sports Group. We are also in the process of rolling out an enhancement to our organizational structure, which is designed to be more aligned with our end customers and drive additional focus on product development. Our plan includes bifurcating our existing Powered Vehicles Group into two new product groups that better aligns our go-to-market strategies and product synergies. These two product groups would consist of, firstly, our PVG legacy suspension business; and secondly, our portfolio of non-suspension aftermarket applications in upfitting. We will provide quarterly updates regarding our internal organization changes, which we expect to be completed by the end of this year. Turning to the numbers, our first quarter sales were approximately $400 million, an increase of 5.8% compared to the same period last year. We reported earnings per diluted share for the quarter of $0.98 versus $1.13 in the same period in 2022, a decrease of 13.3% quarter-over-quarter. We also reported non-GAAP adjusted earnings per diluted share of $1.20 versus $1.32, a decrease of 9.1% over the same…

Thanks Mike. Good afternoon, everyone. I’ll begin by going over our first quarter financial results and then review our guidance. Sales in the first quarter of 2023 were $399.9 million, an increase of 5.8% versus sales of $378 million in the first quarter of 2022. Our Powered Vehicles Group, PVG, delivered a 35% increase in sales in the first quarter compared to the same quarter last year primarily due to strong performance in our upfitting product lines and increased demand in our OEM channels. Moving on to our Specialty Sports Group, sales in SSG decreased by 30% compared to the first quarter of 2022, primarily due to a return to seasonality in the bike business and the impacts of higher levels of inventory across various channels. Fox Factory’s gross margin was 33.3% in the first quarter of 2023, a 150 basis point increase from 31.8% in the same period in the prior year. For the first quarter of 2023, non-GAAP adjusted gross margin also increased by 180 basis points to 34.1% versus Q1 of 2022. The increase in gross margin and non-GAAP adjusted gross margin in Q1 2023 was primarily driven by lower materials and other related costs, increased efficiencies at our North American facilities and strong performance in our upfitting product lines. In addition, non-GAAP adjusted gross margin was favorably impacted by the step up in inventory value as part of the purchase price accounting for Custom Wheel House. Total operating expenses were $78.6 million or 19.7% of sales in the first quarter of 2023 compared to $66.1 million or 17.5% of sales in the first quarter of last year. The increase in operating expenses in Q1 2023 was primarily due to higher employee-related costs, legal and professional fees and higher insurance and facility related costs, partially offset by…

Thank you, Maggie. To wrap up, I am pleased with the solid start to 2023, but at the same time, being very cognizant of the possible macroeconomic tremors. As a narration regarding a potential recession has increased, the recent tightening of credit standards has only fueled those fires. However, history has shown no matter what the operating or macroeconomic maybe, if you have a strong brand, you always come out on top. And besides many other assets, a powerful brand is what we have. Despite the near-term uncertainty, we remain agile and continue to lead, moving ever forward toward our mission. I believe we are well positioned for future and long-term growth by making strategic investments to expand manufacturing capacity, exploring potential new markets and by continuing our relentless pursuit of product innovation. Lastly, we are close to finishing our search for our next CFO. Given the remarkable brand and growth story that we have, we attracted a number of high potential candidates, and I feel very confident that Maggie will eventually be able to retire later in Q2. I would now like to open the call for questions. Operator?

Thank you, sir. [Operator Instructions] And our first question will come from Larry Solow with CJS Securities. Your line is open.

Great. Thanks and good afternoon. Hey Mike. Just a quick clarification, so tech revenues for the full year was same, lowered EPS by $0.15. But obviously, you are rolling in the Custom Wheel House, is that $70 million on an annualized basis, or is that $70 million in this year fiscal ‘23?

That’s $70 million in this fiscal year. So, as you correctly pointed out, Larry, we think for at least getting through Q2, we are going to hold on the guide on the revenue side and kind of reinforce some of the softening of the SSG and the reduction of the EPS guide to give us kind of a conservative view on the balance of the year and let’s see how Q2 goes and we will go from there.

Got it. So, I suppose that Custom Wheel is that three quarters will be a little bit accretive for you guys, right?

Absolutely. It’s accretive, obviously, on the revenue side, clearly, and also on gross margin and EBITDA.

Got it. And EPS too or even with – or not as much? Little bit, right, I am supposed…?

Yes.

Yes. Okay. Alright. Okay. So, just shifting gears, a couple of questions. Just one on SSG, one on powered vehicle, number one, just you mentioned, obviously, the inventory glut, nothing new there, maybe just a little deeper. But just curious, you mentioned positive – some positive signs in end market demand. I am sure, it’s somewhat anecdotal at this point, but can you – anything you can share with us to give us a little light at the end of the tunnel, if you will?

Yes, for sure. We are seeing customer demand in certain markets picking back up. And that happened kind of late in the quarter in Q1. So, that does give us confidence that the demand is not necessarily gone. As a matter of fact, it hasn’t gone in SSG. It’s just this massive amount of inventory that is bigger than expected push into. And we knew that, right. We talked about that at the last earnings call. And we were hoping that Q2 would show more positive signs. And in fact, it’s not really showing any improvement and probably some further weakening from Q1. So, now we are really looking to the back of the year to really understand what’s going to happen in Q3 and Q4. The good news is, Larry, as you know, it’s all about stack and making sure that we maintain our market share and grow and that’s in fact happening. So, we feel great about our position. We just feel like we have to wait, let this thing process through so as we can get back on the gas or pedal...

Got it. And then just one quickly on Powered Vehicles, so obviously, that’s carrying the torch if you will and really strong growth. We expected it from, obviously, the auto OEM side and sort of your legacy suspension. But I think there were some concerns in updating market and other sort of non-suspension areas for you guys that sort of cater to a high clientele there would might start to slow down a little bit. But it doesn’t sound like it’s really slowing, I guess question one. And part two of that, could you just remind us sort of where you stand with Tuscany and SCA in terms of deal relationships and the opportunity to expand into new dealers and also just vehicles per dealer, because I think that was still pretty low, if I am not mistaken? Thanks.

That’s right. Yes. And we saw a little bit of softening in the first month, 1.5 months of the quarter relative to those aftermarket businesses, with businesses like Sport Truck and even upfitting. But it picked up towards the back half of the quarter and obviously ended very strong. So, we are not seeing any weakness from an end consumer standpoint right now across or what we call applications business, non-suspension business. So, that’s a real healthy sign for us. And as you can see in our prepays, we have got a healthy balance of inventory in chassis to support the ongoing growth of not only revenue or volume growth, but dealer growth, to your question and unit growth per dealer. So, we are staying on the gas. We actually believe that this is the first year where we are able to actually grow those dealer counts. And we have to start by pulling dealers back in that we couldn’t supply over the last 2 years. So, we are doing that work now. And we are creating a lot of synergies through our sales force in that regard. So, I do think you are going to see a nice healthy pick up the rest of this year in both dealer count and vehicles per dealer.

Great. Thanks Mike. Appreciate it.

Thank you. Our next question will come from Jim Duffy with Stifel. Your line is open.

Thank you. Hi Mike. Hi Maggie.

Hello Jim.

I wanted to start with a few questions on the bike business. Mike, can you comment on the marketplace inventory posture and the differences you are seeing between Europe and North America? I was also curious where e-mountain bikes stand as a percent of your order book? And then finally, what are the factors you are watching for sidelines through stabilization in the market, however though is planning model year ‘24 production? Is it possible that’s down from model year ‘23, or is it too early to make that judgment?

It was right. There was a few questions, so let’s start…

We can go one-by-one, if you like, Mike.

Okay. I will start with the geographic question. It’s pretty balanced, frankly, depending on the month and the timeframe, North America versus Europe can be a little bit different. And we are seeing kind of puts and takes on that. But both of them are really, really kind of – again, not a demand issue as much as just a built up of supply in the system. So, we believe that that’s going to continue throughout Q2 in both regions. And it’s hard to pick which region will actually come out ahead. And I think that might be tied somewhat the macroeconomic environment in those two regions as well, so, kind of hard to call the ball on that. And they are all fed from the same supply chain. So, it’s kind of a function of getting the supply chain itself back in equilibrium. But I would expect to see U.S. and Europe kind of trends in similar path. In terms of e-bike, e-bike is a strong part of our business. And as you know, we have been growing our partner business quite substantially. Unfortunately, it was one of the biggest parts of the supply chain glut because the things that we couldn’t get to complete and our OEM partners couldn’t get to complete bikes with motors. So, that was a large part of what was stuck in the channel. And so we are seeing that as kind of a secondary effect of this issue. I think as we come out of this, e-bike would be – it will be on fire. That demand is continuing to grow faster than pedal bike demand across every region, especially in Europe. So, I think e-bike will recover very quickly. Again, it just has to get through kind of an oversupply situation, which we have talked about in the past. Your last question is on stabilization, Jim. Can you remind me what it was?

Yes. Just the factors you are watching for sidelines through stabilization. And I am curious how the OEs are planning model year ‘24 production when they make determinations on that. Is it possible model year ‘24 is down from ‘23, you guys presume that you are watching sell-through in the key North American selling season as an indicator to plan that model year production? Let me know your thoughts there, please.

Yes. It’s a great question. So, what we are seeing in terms of kind of how they are thinking about model years is different by OEM. And what we are finding is smaller, more nimble OEMs have responded better and had less inventory in the system. So, we pivoted left to right for it to get on to model year ‘24 faster than some of the bigger OEM partners. Now, there is good news and bad news. The good news is, we have really good relationships with those smaller boutique OEMs, that are helping us get the model year ‘24 more quickly. That means there is a lot of volume tied up in the bigger guys and the bigger OEMs, and they are struggling. So, you will see them need to show through that model year ‘23 before they really launched inventory of model year ‘24. As you can imagine, if they are pushing model year ‘23 bikes still into dealers, kind of hard to convince dealers to take model year ‘24 bikes or vice versa, if you take the model year ‘24, you have to discount model year ‘23 even greater. So, it’s a bit of a upfront [ph], frankly, Jim, and they are looking through it. What we are really seeing is, it took a little while in Q1 to figure out the level of the issue. And now Q2, they are getting very aggressive about how to resolve it. So, the good news is they have gotten serious, and they know – I think they certainly know exactly what they need to go do. I think Q2 is going to really play out finding out what that looks like, which is again, why we are being a bit conservative in the back half of the year, so you can see it on that side.

Thank you for that all.

Thank you. Our next question will come from Michael Swartz with Truist Securities. Your line is open.

Hey guys. Good evening. Not to beat the dead horse, but just wanted to stick on SSG for a second. And maybe a point of clarification, I think the last time we talked on the fourth quarter call, the bike challenges are really framed as too much inventory, maybe incomplete inventory and supply chain with the OEMs. It sounds like now there is more – at least this is the way I am reading it, there is more of an inventory issue in the retail channel. Is that the right way to think about it? And is that kind of the reason behind your lowering the full year outlook SSG?

No, I think it’s still more the former than the latter, Mike. I think it’s still the inventory that’s half built in the supply chain. Now eventually, that has to roll through, obviously, dealers and distributors to get to the end market. So, at some point, that paid go all the way through the snake, so to speak. And so you are going to see it end up in dealers, but that’s going to be a bit of a process. So, the faster they can get that done, by the way, the better off we are all going to be. We would really like to see that inventory move into dealers hands in Q2 and whatever discounting they do, which doesn’t really affect us, but needs to get done to get those bikes move, the more aggressive line they take on that course, the better off we are going to be. So, I would really like to see these bikes get moved through, and they are starting to. But I don’t – again, I think what we are going to see is do end customers wait for the model year ‘24, or do they take a deal on a model year ‘23, choosing to tell on that one.

Got it. Perfect. Thank you. And then second question, just on first quarter gross margin came in better than I think any of us were anticipating. So and it looks like for your 10-Q that your mix was actually towards OEM. So, maybe help bridge the gap of what maybe came in better than expected during the quarter? And then is your guidance implying that there is some give back as we work through the year?

Yes. I will start to answer on that one and Maggie jump in. I don’t think there is get back. The get back would be a functional mix versus anything else. I think really what we saw in Q1 was the engine really starting to crank up in North America with the optimization of the factories. Just had a phenomenal quarter relative to that footprint and getting those efficiencies and improvements that we are looking for. So, as I mentioned in the prepared remarks, that – we thought that would take longer in 2023 to achieve. We nailed it in Q1. And for that process we realize, you know what, we are not even close to done yet. We have got more room to move. So, I think you are going to see – on a non-linear basis, you are going to see further margin expansion across the North America footprint as we continue to improve. And that’s across OEM, aftermarket, doesn’t matter. We are – in fact, we might be improving faster on the OEM side than the aftermarket side just relative to those efficiencies. So, we are really happy with what we are seeing there and that gives us confidence in having a good year this year, even with the mix shift, which was as you can imagine, as you know, fairly significant in our overall product categories. Maggie, anything to add there?

I will just add that in addition to the factory efficiencies in our North American facilities, we also had a little lift in our upfitting product line at a great mix, in upfitting that contributed to that. And customer has been accretive to the gross margin.

Got it. And just a quick question on Custom Wheel House in the quarter, I was looking through the Q, and it looks like it was dilutive to earnings, but I am not sure if that’s stripping out all the one-time costs. But just on an adjusted EPS basis in the first quarter, was it dilutive or accretive?

Yes. That’s a good question. On a GAAP basis, it’s dilutive because of some purchase price valuation adjustments. So, that’s $3 million in GAAP net income. But from a non-GAAP basis, it’s accretive.

Okay. Perfect. Thank you.

[Operator Instructions] And our next question will come from Bret Jordan with Jefferies. Your line is open.

Hi. Good afternoon guys.

Good afternoon Bret.

Could you talk a little bit more about the incremental margin potential from Gainesville? I mean you sort of talked about how there was a pretty substantial upside from here with volume. But could you give us maybe a feeling for the scale of that volume that would be required?

It’s a little bit – it is volume. And what we found in Q1 was the volume that we ran in Q1 was very beneficial to margin accretion in the factory. So, it doesn’t take a lot more volume than we had in Q1, but it takes just further utilization, a bit of integration against that volume, further optimization of our assembly process and automation, etcetera. So, it doesn’t – it’s not going to take a lot more in terms of revenue. It’s not like we have to add 30% more or anything to get there. So, we can see a good solid line of sight to it. It’s just continuing on the track that we started in Q1 and not back it up. The reason why I mentioned volume is because volume is a significant portion of the foundation to create that margin accretion. So, the volume is inconsistent, let’s say, week-to-week or month-to-month that can create some lumpiness in how that margin accretion occurs when it comes into play. So, I just always want to caveat everything with volumes a fundamental factor in manufacturing to drive margin improvement.

Okay. Great. And then I guess on the chassis deposits, the pre-paids were up. How do we think about those turning? I guess are we on a pre-paid level where current chassis will sell in Q2 and then you will rebuild the inventory, or does that build into Q2 to some midyear peak in that investment?

Yes. I can take that one. I think a couple of things on chassis. I think we see Q1 as the seasonal peak. So, our expectation at this point is that we will work through our Q1 chassis inventory gradually through to the end of the year with Q1 being the peak. And just another thing to underscore on our chassis balance is, there is also a significant mix component. So, when we are talking about chassis based on the OE, if we are talking about Jeep and Ram OEs, then those are the ones that we prepay. So, the more Jeep and Ram, the higher the pre-paid and as it shifts between GM and for other OEs, then that can affect the chassis balance as well.

Great. Thank you. And then one last question, I guess the bike business is obviously challenged by the inventory bulge. Does that create M&A opportunity, or is it just something that you wait for the bulge to pass and don’t buy more in that space in the interim?

That’s a great question. And it does create M&A opportunities, because what we found through COVID and a spike in that business was valuations got significantly higher and kind of really out of the range that we were willing to pay. They are pulling back in the range, and we are looking at some very interesting – as a matter of fact, we picked up a small company even in the quarter that will be a good fit for our bike business. So, we are going to continue to be acquisitive in the SSG space. And finally, I think we are in a place where we can actually do some good work there without paying crazy in multiples.

Great. Thank you.

Thank you. At this time, there are no further questions. So, I would like to turn the call back over to Mike Dennison for any additional or closing remarks.

Well, thanks everyone. Have a good evening and we will talk to you soon. Goodbye.

Ladies and gentlemen, this does conclude the Fox Factory Holding Corporation’s first quarter 2023 earnings call. You may disconnect your line at any time and have a great day.