Good afternoon ladies and gentlemen and thank you for standing by. Welcome to the Fox Factory Holdings Corporation Third Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. 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. Please go ahead.

Thank you. Good afternoon and welcome to Fox Factory's third quarter 2023 earnings conference call. I am joined today by Mike Dennison, our Chief Executive Officer; and Dennis Schemm, our Chief Financial Officer and Treasurer. First, Mike will provide business updates. Then Dennis 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 within the meaning of federal securities laws 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 materially 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 company's latest annual report on Form 10-K each 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 certain non-GAAP financial measures to evaluate our business including adjusted gross profit, adjusted gross margin, adjusted operating expenses, adjusted net income, adjusted earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin, as we believe these are useful metrics that allow investors to better understand and evaluate the company's core operating performance and trends. 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, V. Good afternoon everyone and thank you for joining us on our third quarter 2023 earnings call. Today, I will discuss our strategy operating highlights and business activity. Dennis will then discuss additional details on our financial results balance sheet and outlook. After our prepared remarks, we will open the call for questions. While FOX's near-term results are clouded by the ongoing inventory recalibration in SSG and the impact of the UAW strike on both PVG and AAG's results on a strategic level our three pillars of growth continue to prove powerful and resilient. One, our industry-leading high-performance brands continue to win market share; two, our research and development teams continue to innovate generating a deep and disruptive product development pipeline; and three, our one plus one equals three growth mindset continues to drive topline and bottom-line improvement. Innovation and brand strength are the heart of our company and core to our go-to-market success as our technology engineers continue to challenge the impossible and lead in a never-ending pursuit of maximum performance. By focusing on the world's best athletes and surpassing their demands, our team continues to outperform the competition launching award-winning products and designs that propel champion Fox athletes across the globe to new heights. In SSG, Fox athletes leveraging the highest quality products for the most extreme environments dominated the ENDURO and World Cup DH Race season winning 18 races and taking 89 podiums, more than any other suspension company. And it's not just Fox products that are winning. Recently Race Face's Turbine Wheel was named Bicycle Magazine's Best Mountain Bike Wheel for 2023. In our Powered Vehicles Group, the speed of innovation is accelerating as we commercialized 15 new vehicle suspension packages in 90 days. Over the last two quarters, we have launched more than…

Thanks Mike, and good afternoon everyone. I'll begin by discussing our third quarter financial results, and then move to our balance sheet and cash flows, our upcoming acquisition of Marucci, and our capital structure strategy, and then wrap up with a review of our guidance. Total consolidated net sales in the third quarter of 2023 were $331.1 million, a decrease of 19.1% versus sales of $409.2 million in the third quarter of 2022. The Powered Vehicles Group PVG delivered a 12.4% increase in net sales in the third quarter compared to the same quarter last year. This performance was negatively impacted in the weeks leading up to and after the UAW strike given OE manufacturing site closures and OE supply chain disruptions, as well as a delayed launch of a new model. Our aftermarket applications group, AAG delivered an 8.2% increase in net sales in the third quarter compared to the same quarter last year. This growth was driven by sales from Custom Wheel House acquisition, which was completed in March of 2023. Excluding Custom Wheel House, AAG sales declined 7.2% as OEMs temporarily provided chassis preference to dealers above our upfitting group resulting in a chassis mix on hand that was associated with lower content and lower price point vehicles. Net sales in the Specialty Sports Group, SSG decreased by 58.6% compared to the third quarter of 2022 due to the persistent level of high inventory across various channels. While we still expect SSG's Q3 performance to be the trough for the year, we expect the inventory recalibration to continue through the first half of 2024. We experienced lower demand across both AAG and SSG, as dealers and distributors pulled back on inventory given higher inventory carrying costs and as consumers adjusted to a rising interest rate and an…

Thank you, Dennis. As we close out a challenging third quarter I am confident in the diversity of our portfolio the capability of the management team and the future of our brands. I am pleased with our strong financial performance even with the top-line miss as we weather the impact of the UAW strike and the persistent channel inventory recalibration in SSG. The relentless drive to win within our culture and by our people gives me deep inspiration and confidence in our future. Armed with a strong balance sheet and cash flow a newly authorized share repurchase program and our TAM unlocking technologies and growth vectors, I remain incredibly excited about our positioning in future. I would now like to open the call for questions. Operator?

Thank you, sir. [Operator Instructions] Our first question comes from Larry Solow, CJS Securities.

Thanks. Good afternoon, guys.

Hi, Larry.

Hi, Larry.

First question just on Marucci, certainly a surprise a little bit I guess an adjacency for sure. Is it just simply the enthusiast culture the strong brand. I know Marucci I know the CAT X so I know a lot about this, but I'm just trying to kind of tie the bow there and figure out exactly what drove you to this acquisition?

Yes, Larry good question. We've been looking for the right brand the right product in specialty sports for a long time one as you and I have been talking we've been looking for the right fit. What we found with Marucci is a bunch of really great things. First and foremost, it's a highly engineered product. It's really designed from the top-down meaning with the pro athletes down to the little over as you said with the CAT X. So these are highly engineered products. They leverage aluminum and composite and everything about the major leagues. So obviously that's what we do for living and aluminum and composite materials. So the synergies that we can create and design engineering and manufacturing are pretty significant on a long-term basis. In addition, when we watch the Marucci and met their leadership team, their culture, their passion the way they think about the business the fact that most of them come from major leagues or their being scouts or college players or softball players it's us. It's literally FOX with different name. And so when you think about the product, you think about the engineering, you think about the pro athlete first down to weekend waters or in this case the little again and then you think about the culture. And then you think about the financials which are accretive both from an EBITDA perspective and from a revenue perspective you look at it and you go you know what this checks all the boxes. This is the best thing we have seen for specialty sports since I've been the CEO and we were just thrilled to add them. So this is a great day for us.

Okay. And I would like if my math is right you're paying about 11.5 times trailing EBITDA. I happen to follow their owner Compass so that's how I know that. And is that going to be immediately accretive? I know you got some increase but immediately accretive...

Yes. I'll let Dennis weigh into it. We'll get the financials out. You'll see kind of how that all gets structured. It's in line with most of our multiples that we paid for the businesses that we've bought. So not be quite right. But I'll let Dennis speak to kind of the accretive nature...

I mean this is definitely accretive for us both on the revenue line on the EBITDA line. I mean we're seeing EBITDA margins roughly speaking around 25%. That's higher than our flagship as well. And then we start getting into the one plus one equals three mentality here. This thing explodes. So they are the epitome of a one plus one equals three already, right? So when you look at what they've done over the past couple of years they've brought on Victus, Lizard Skins, Baum Bat and you wrap those things together you start to grow that business pretty rapidly. So that's just on the top-line. And then when I look at the bottom-line there's some vertical integration that really gets me excited as well with the batwood manufacturing, and then on the supply chain side of things where these guys crank it, when it came to the pandemic time frame and nobody else could deliver their supply chain kicked it into gear. They want a lot of shelf space, during that time. So again, another synergistic play for us because we did so well with SSG during the pandemic as well when no one else could deliver.

Yeah. Got you. And if I could just switch gears real fast just on to SSG. And obviously you guys called the bottom obviously a little bit lower this quarter. It still feels like there's still some inventory in the channel and still some other issues. Clearly, you're going to grow next year from these levels. But Mike on the last quarterly call, I think you kind of thought you can get back to 2021 levels, right, or the 2022 ex that extra $100 million, I know, you don't want to give guidance for 2024 now but any just broad rush color on that would be great.

Yes. What we're seeing when we talk to CEOs and executives of the buy companies some are in great shape. Some actually are growing with us right now which is kind of hard to believe in the current environment. But those companies that really control their manufacturing most of the manufacturing has been house they have good control their supply chains. Other companies are still projecting that they're in an inventory bled situation for the first half of next year. So as we look forward, we see kind of the first half being softer than we'd like and then finally kind of kicking it into gear in the second half. So we're not going to give guidance. I still think those long-term projections are right how they hit us and when they hit it in 2024, I think we'll have to keep working to figure out. And as you know, Larry, the challenge right now is your vision or your view of the quarter we're in or the next quarter that we're going into is pretty short. It's about 45 days right now. So we're still collecting information as you think about Q4 pretty hard for me to give you a really good clarity on Q1 and Q2 just yet.

No, its fair enough. Okay. Thanks so much. Appreciate guys.

Thanks, Larry.

Our next question comes from Jim Duffy, Stifel.

Thanks. Hi, guys. Big list package with the acquisition of that company still working on it but there has to be a good title for my note in there somewhere. Let's set the quarter...

Do you want to enter our contest? We're seeing who comes up with the most clever line.

So let's set the quarter and near-term aside just for a moment from a very strategic level and looking over a multiple year period, what's changed with respect to your outlook for the automotive and bike opportunity that says allocation of capital to a totally different business is the best course?

Yeah. The allocation of capital has stayed intact for our PVG and AAG businesses. We're going to continue to be acquisitive and we're going to continue to grow those businesses. And we're going to do the same in bite selectively. The challenge right now in bike is a lot of the businesses that are open or potentially acquirable are still trying to figure out their own inventory situation. We're trying to figure out their go-to-market strategies. As within the bike industry, FOX stands out as probably one of the leaders with both top and bottom line performance relative to the different companies most of them are private. But we've got a great business inside of that industry. And as you know, we've always been trying to diversify and really actually make SSG what we call it Specialty Sports Group. So this was the right opportunity and the right time to go diversify in that space. But it doesn't take any away from finding good acquisitions good targeting capital where appropriate in the other businesses as well. The best thing we got going for us is a great balance sheet and the opportunity to be selective in those investments and very critical the investments we make.

Okay. Again kind of with that longer-term view I'm thinking specific to the up-fitting business you've seen kind of a stall in that business in the near term. And I understand the UAW strike impact. But we're at prospects for that business as you look out to 2024, 2025. What do you see as the incremental drivers? What are the things you're really enthused about there? And what are the risks to kind of achieving on those opportunities?

Yeah, it's a little bit clunky right now as you said. So whether it's just going to be that way for a few months or a quarter while we work through this strike impact. But that broader PVG business is so important to us. A couple of things. One outside advance we're getting that new facility up and running for production. So we're still deep in the middle of that process. Dennis and I were just out there about a week ago, meeting with the team understanding where we're at and growing that part of the business. We then went to Phoenix to our side-by-side upfitting business, which is just getting launched in [indiscernible] and I talked to you about this before, I think that side-by-side upfitting business is going to just absolutely crush it. In fact, our partners in that business like Polaris and some of our distributor dealers, our partners are thrilled about what we've designed and developed. So I think in 2024, that's going to be a major player for us in upfitting. And then the other thing we're seeing in upfitting, which is really interesting is that while volume of units might be down, if they get the right chassis mix the content on the vehicles is going up. And our ability to actually sell higher-priced vehicles with more content seems to be much more recession resistant than that on the low end where we're adding smaller packages, less content and more than middle market vehicles. So the really benefits us as we think about the engineering and all the content we can have new vehicles to continue pushing that upper end of that upper limit, which is good from both the top line and a profitability perspective in that business. And as you know, because we've talked about it that upfitting business for us, is the higher end of our margin range. So we're doubling down, nothing else about it. We're going to double down on that business to keep growing it.

Thanks Mike. I have to ask one on the bat business. Just given the pandemic, how do you know you're not acquiring a business that's over earned for a period? Do you have a comparison to 2019 that you can reference to? Just give us comfort that you have some visibility into that business continuing to grow.

Yes. That business has continued to grow across the middle league and in softball but it's got a lot of room to learn. I mean there's a lot of -- especially all in the college by the way. And then you've got some international expansion in Korea and Japan, maybe in Taiwan that we think is very interesting. What we saw is that there was definitely a return to baseball and baseball grew significantly this year with a post-COVID world. Kids are out there playing more and more in the field and picking up these bats. And the price points of these pieces of equipment are also going up very nicely. So when I look forward in the next three to four, five years of what we can actually see in front of us, I think this business has really going to grow better than our bike business growth especially obviously now, but it's got good growth in the next three to five years and I think there's a lot we can go do. So I'm more confident where this business goes. And I don't think they're necessarily coded bump in baseball. It's actually the opposite. I think it got better post-COVID when people could return to sports kind of the mass.

Okay. Thank you so much.

Our next question comes from Anna Glaessgen, B. Riley.

Hi. Thanks for taking my question.

Hi, Anna.

I guess touching on SSG for the fourth quarter. I think on the last call you talked about expecting sequential improvement as BOEs prepare to launch next year or next model year product. It sounds like that's going to be delayed a bit given the level of inventory in the channel. Is that something we should be expecting in the beginning of 2024 but then you mentioned that channel normalization could extend to the first half. So when should we expect that new product?

Yes. Anna, it's a good question. We are seeing some customers some are, like I said earlier, some of our better OEMs who have managed inventory very well, roll out the new model year. So that's helping us in Q4. But as Dennis pointed out in his script, it's fairly moderate growth in Q4 over Q3 which is a reflection of other OEMs who are struggling more significantly in the quarter and canceling some of their production plans in this quarter that they had committed to earlier in the year. So that's really the mix shift that's going on in Q4. Everybody is just trying to get rid of all the old components and products in their inventories. And everybody knows that if they didn't do in 2024. They really can't afford to not do in 2025. So when you think about when the people really have to be out there with new bike models in spring of 2024. They have got to have solved this problem. And I mentioned earlier in one of the questions about getting through the inventory by June. Those things are tied together. They have to eliminate the inventory. They don't miss another model year as that pretty dramatic to our businesses.

Got it. Thanks. And then touching on the fourth quarter guidance, would it be possible to parse out what the UAW impact is assumed to be?

Yes I mean we can sure try. It's going to be fairly significant obviously. What we're finding out is that even though the tentative strike ended at the end of October. So you think okay, October was the down month and that gives you a pretty finite number. The challenge and the reason why I'm hesitant to answer it is because it depends on the pace that they restart up these factories and it's not linear and it's not real clean. So my opinion is we're going to see the impact of these strikes through November and then we're going to get into the holidays. So the reason for our conservative guide in Q4 is because while I think in it through the implications of the strike in November, we're going to run right in the holidays after that and that's just a limited problem. So we're not real positive on the automotive OE part of our business in Q4.

Got it. And just following up there. Are you expecting that chassis availability will be back to normal by the end of 2023, or could this extend into 2024?

Generally speaking, I think it will get back a little at the end of the year. There's the challenges that we faced throughout the year with getting these new models launched whether it's the Barco [ph] or other vehicles which we really want to see in our operating business in 2024. My assumption is in that you miss this in 2023 it won't be an issue in 2024 at all on mix.

Okay, thanks.

Our next question comes from Mike Swartz, Truist.

Hey, good evening, guys. Maybe just to start on the Marucci acquisition. I think you said that the business is accretive to both growth and margins throughout the 25% EBITDA margin. Can you give us a sense of what the baseline is for revenue there? And then what the longer-term outlook for growth would be on the top line as well?

Yes. It's a little early for that right now, given the fact that we don't have a closing date yet, right? So I'm going to shy away from that a little bit but this is a strong growth vector for us moving forward. And these EBITDA margins I mean we've hit them deep and we understand them very, very well. They're very real very achievable margins. And that's why without hesitation we're saying this is accretive from the EBITDA margin side for us going forward. They have a fantastic vertical integration strategy right now and then we see synergies down the road with them on the raw material sourcing side, supply chain side and manufacturing as well.

And needless to say, I would assume you're not reflecting any benefit from Marucci in your first quarter guidance?

That is absolutely correct. There is nothing, nothing in the guide from Marucci.

Okay. Great. And then switching over just to maybe the impact of the auto strike. Obviously, there's a lot of elements of this that should be temporary in nature. But as we think about their cost structure and the higher labor costs, is there any risk that they start getting more aggressive with contractual negotiations and pricing with some of their vendors?

We haven't seen it Mike. I would question the same thing with you. So I think it's a great question that you're asking it. I will tell you that as our strategy continues with OEMs is to drive innovation and technology and the new dual valve product that we're selling on the upcoming Raptor platform is our most expensive and most technologically advanced products that we've ever made. So we're going to continue to push those price points up, because we're going to make better and better product versus going downstream to make cheaper products. And keep in mind, where the elasticity is for most of these OEMs is on those types of vehicles. So there's less pricing pressure for them there then there is probably in the bottom end of the lineup. So I think we're going to get less pressure just for those reasons.

Okay, great. Thanks.

Our next question comes from Alex Perry, Bank of America.

Hi, thanks for taking my questions here. I guess maybe I just wanted to clarify so the impact of the UAW strike on the quarter was in the tune of $45 million. Did you mention that? And then I know you gave some qualitative context on sort of the 4Q impact of the UAW strike. But is it fair like if we were to take how much you lowered your guidance by is there a way to sort of contextualize how much of that was sort of SSG and that coming in under what you thought versus quantifying the impact of UAW?

Yes. No, I think that's a great question. So, I think in Q3, in Mike's prepared remarks, he talked about it being around $45 million impact from the strike and so that was prestrike and post-strike in the quarter. When we look to Q4, the way I was pretty much thinking about it is probably got another $25 million or so relative to SSG and just the slowing of that business there as we continue to grind through that inventory recalibration and working with our distributors and OEs. And then the remainder -- and this is where it gets difficult right because there's the UAW impact all of October was essentially impacted. Some of November is going to be impacted as they start to ramp back up. So, it's challenging there to really nail that down. But then there's also what I'd call the macroeconomic interest rate environment that is causing dealers and distributors to hold less inventory. They're not leaning in as much because the carrying cost of this inventory is that much more expensive. So, that's how I'm thinking about it. But for rough math I mean that $25 million for SSG $100 million or so is a combined UAW impact and this macroeconomic overhang.

Alex one of the things that Dennis said that I want to double click on which I think is important to understand is when we think about what the interest rate does to us when we get a lot of questions I know you've asked in the past what's the interest rate due to your buyer of a vehicle or you're a buyer of a buyer you're a buyer of a lot of our products. And we've always said our buyers are really more affluent and they tend to buy at the high end of the range at least products kind of regardless of the interest rates because they are cash buyers. Interestingly enough what we saw in kind of post Labor Day September and what we're seeing in Q4 is obviously the consumer is under pressure. But just as importantly whether you're a car dealer or a bike dealer or a distributor in our business you're having to finance your inventory and your floor plan. And what we really saw was those interest rates climbing so significantly that nobody wants to hold inventory. Somebody that would have held their quarters worth of inventory in the past maybe they want to hold a month at most. So, it's a nuance in this weird environment that we're all in that we're all kind of learning about. And so Dennis' comments were right in that. There's other things also playing out here that we're trying to rationalize and understand.

Yes. We're acting no different, right? I mean think about what I highlighted on the call we talked about taking our inventory down another $9 million right? Why are we doing that? The cost of capital is much more expensive today. So, you take a look at what we're paying on rates today versus what it was a year and a half ago, it is dramatically different. So, our focus is on the balance sheet right and rightly so. And guess what? So, our distributors and dealers as well and staying within customers.

Yes, that's really helpful. Would you say that the impact in terms of the higher rate environment impacting the carrying of inventory is most pronounced in the upfitting versus your bike retailers. Like is that really where you're seeing the impact like they're only willing carry x amount of trucks versus y last year? And then just my second question is just a little more help on SSG as we move through 2024. I know the sort of long-term guide there is mid to high single-digits. It sounds like 1H 2024 is challenged. Does that mean up for like down year-over-year? What does that sort of mean? Thank you.

Alex, I'll give Dennis the second half of that. I'll take the first half of it. It's actually pretty much across the board. When you think about, how dealers are responding and one of the things you'll see in bike as an example is that, dealers are taking down their inventories as quickly as they can, so they can be more nimble. And you obviously OEMs who are trying to flush this bike inventory through the system. And in a lot of cases, they're doing an online direct and they're discounting it heavily. So, that's just that you can kind of see it play out to the dealers don't want to hold the inventory. So the OEMs are kind of taking into their own hands to push it through as big discounts as fast as they can and then direct-to-consumer fashion. I do agree with you though that dealers in automotive floorplan financing is a significant issue. And I'd say it's not just automotive, it's also in powersports. And you're seeing some of that play out in some of the comments that we get from our customers in that space as well. Dennis, do you have a...

Yes, on the bike side of things right, as Mike mentioned, we are seeing some OEs doing a really good job here and they are growing with us and they're continuing to grow in the back half of this year and into the first half of next year. But the way I would contextualize this is, if you take a look at the back half of '23, I'd say we'd be up modestly in the first half of 2024. And then, this is going to help with bikes business overall as they start to grow and move into those '24 models, '25 models in the second half of 2024. That's our expectation.

That’s incredibly helpful. Best of luck going forward.

Thanks.

[Operator Instructions] Our next question comes from Craig Kennison, Baird.

Yes, thanks for taking my question. I wanted just to ask quickly about the quarter itself. R&D spend was down dramatically. I'm wondering if that was a timing dynamic or if that's an area where you elected to cut cost?

Yes. We are not going to cut costs when it comes to R&D for CapEx back into the business or with our sales and marketing spend. That is going forward one of the most important things we can do to continue to grow and command the higher margins down the line. So what you saw there was basically, if you remember we talked about the tax rate being lower in Q3. This was R&D tax credits coming through.

Yes, Craig, if we're going to cut back, we're going to cut back on infrastructure. We will not cut back on R&D until those are two key elements of our business that get capital allocation before anything else.

So that tax benefit comes through on the R&D line?

What's that again sorry?

Does the tax benefit come through on the R&D line?

Well, I was just saying, that's part of it. There were some credits that came through that basically offset some of the spend there in that line.

Okay. Thank you. And as it relates to the Marucci transaction, just I guess my question is, what can FOX add through that business that CODI could not?

Yes. So we're a manufacturing company. And we have a lot of respect obviously for CODI, you've got a long history of CODI. If you know our story, I know you do Craig. But one of the things that Elias AND I talked about Elias is the CEO of CODI is that while they can help support and guide a company like Marucci and Victus and Baum and other companies, we can really go after it from a manufacturing perspective and a supply chain perspective because that's what we do every day. And the biggest percentage of their bats are aluminum and/or composite which is basically most of our materials as well. And we're a gold manufacturer just like Marucci is. So there's a lot we can do from them from that perspective. And then, the other side of it is we're in the business of working with pro assets, ours are racers typically, not baseball players, but know what there's not that much difference in how you use our marketing leverage, our marketing strength, our brand strength can drive incremental benefit and value in that business. So, we're excited about that as well. And we're just a growth engine. So, our ability to lean in and work with that team is going to be I think really compelling and I think there's a lot we can do. So there's nothing against what CODI's got that company is fantastic. So, I'm really impressed with what they've done in the three years that they own them. Now that we've got the ball or the bat and ball so to speak, we're going to crush it. I'm really saying that the next three to five years look like.

Thank you.

We have no further questions in the queue at this time. I would now like to turn the call back over to Mike Dennison for any concluding remarks.

Yes. Thanks everybody. Appreciate the time tonight and we'll see you guys all in ballpark. Talk to you.

This does conclude the Fox Factory Holding Corporation Third Quarter 2023 Earnings Call. You may now disconnect your line and have a great day.