Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to Fox Factory Holding Corporation's First Quarter Fiscal 2024 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. And now at this time, I would like to turn things over to Toby Merchant, Chief Legal Officer at Fox Factory Holding Corporation. Please go ahead, sir.

Thank you. Good afternoon and welcome to Fox Factory's first quarter 2024 earnings conference call. I'm joined today by Mike Dennison, Chief Executive Officer, and Dennis Schemm, Chief Financial Officer and Treasurer. First, Mike will provide business updates and then Dennis will review the quarterly results and outlook. Mike will then provide some closing remarks before we open up the call for your questions. By now, everyone should have access to the earnings release which went out earlier this afternoon. 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 security laws, and management may make additional forward-looking statements in response to your questions. Such statements involve a number of known and unknown risks and 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 quarterly reports on Form 10-Q and in the company's latest annual report on Form 10-K, each filed with the Securities and Exchange Commission. Investors should not place undue reliance on the Company's forward-looking statements and except as required by law the Company undertakes no obligation to update any forward-looking statements 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 earnings 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.

Thanks, Toby. Good afternoon, everyone, and thank you for joining us today. Diversification is a key element in building resiliency and it is all the more important during the period of industry cyclicality. Our ability to navigate through the current market headwinds is a testament to the strength of our diversified product portfolio, which spans across multiple sectors and markets. This diversification not only mitigates risk, but also provides us with multiple avenues for future growth and expansion, and in turn drives value creation for all of our stakeholders. For the first quarter of 2024, we delivered $333.5 million of revenue, which was consistent with our expectations, and adjusted earnings per share of $0.29, which exceeded our plan. We are confident we will see sequential improvement in our operating results over the coming quarters, ultimately returning to the strong growth rates and margins that our business can deliver. While we believe that our premium positioning and innovation helps mitigate macroeconomic forces, the OEMs we serve continue to face unique challenges in the near term. In SSG and more specifically in bike, our results continue to be impacted by the ongoing inventory recalibration. However, we are already seeing positive signs in Q2 and believe this business is trending back the right direction. In PVG, Powersports continues to be impacted by dealer inventory levels and in AAG upfits are being challenged primarily by mix and model year changeover issues from our OEMs. In addition, we are seeing ongoing consumer fatigue given the extended duration of high interest rates, which is impacting discretionary spending with consumers, and cautious management of inventory levels at dealerships and OEMs. Despite this confluence of headwinds, we remain laser-focused on what we can control, which is delivering exceptional value through our uncompromising commitment to innovation and performance-defining products…

Thanks, Mike and good afternoon everyone. I'll begin by discussing our first quarter financial results and then move to our balance sheet and cash flows, capital structure strategy and then wrap up with a review of our guidance. Total consolidated net sales in the first quarter of fiscal 2024 were $333.5 million a decrease of 16.6% versus sales of $399.9 million in the first quarter of fiscal 2023. Our performance continues to reflect the temporary and unique challenges that exist within the various industries we serve. Our gross margin was 30.9% in the first quarter of fiscal 2024, compared to 33.3% in the same quarter last year. The decrease in gross margin was primarily driven by shifts in our product line mix and reduced operating leverage on lower volumes across our three segments, partially offset by increased efficiencies at our North American facilities and cost controls. Adjusted gross margin, which excludes the effects of amortization of acquired inventory valuation markup, decreased to 32.3% in the first quarter of fiscal 2024 versus 34.1% in the prior year. Total operating expenses were $94.3 million or 28.3% of net sales in the first quarter of fiscal 2024 compared to $78.6 million or 19.7% of net sales in the same quarter last year. The increase in operating expenses as a percentage of sales was attributed to the inclusion of operating expenses from our Custom Wheel House and Marucci acquisitions and the amortization of acquired intangibles. Excluding these acquisitions, our base organic operating expenses decreased by approximately $8.8 million, driven by cost controls and continuous improvement. Adjusted operating expenses as a percentage of sales increased to 24.1% in the first quarter of 2024, compared to 17.6% in the same period last year. Company's tax benefit was $1.3 million in the first quarter of fiscal 2024,…

Thank you Dennis. Thank you all for joining us today. We appreciate your time and interest in Fox. To recap, we navigated through some significant industry headwinds in the first quarter, but our diversified business model and strategic growth initiatives have allowed us to remain resilient and on plan for the year. We are particularly excited about the strong performance of Marucci, its attractive margin profile and the long-term growth potential it brings to our portfolio. Looking ahead, we are optimistic about the back half of the year based on a robust product roadmap and consequently we expect growth to be driven by spec share gains in the bike OEM market, strength in aftermarket including Marucci and new product launches in AAG and PVG. I would now like to open the call for questions. Operator?

Thank you Mr. Dennison. [Operator Instructions] We'll go first this afternoon to Larry Solow of CJS Securities.

Great. Good afternoon, guys. Hi. First question, I guess just on the guidance, sounds like Q1 was relatively in line and you in Q2, it sounds like in line with where you originally expected. So just on the back half lowering strictly -- is everything mostly the same, plus and minuses X the fact that interest rates are clearly, we don't see any indication of lowering anytime soon. Is that the biggest negating factor there? And is that impact -- can you just help us, is that impact more in AAG than the other two? Is it sort of spread out? I'm just trying to get some feel for that too. Thanks.

Yeah, Larry, it's a good question. For us, the back half is in line with us from a product launch perspective and from a market share perspective. So everything that we had intended for the year in the back half is in play and on plan. The difference is really just that accelerator that the macro or the interest rate reduction would have given us. That would have been the top end of that guide. And to your question, I think that really does affect us most in probably two predominant areas. It does affect everything, frankly. Interest rates at a high level is a damper, to, excuse the pun, to all the things in a discretionary consumer purchasing habit. But for the most part, in the back half of the year, where you're going to feel the most of that impact is going to be in Powersports and in AAG around outfit trucks. So that's kind of what we've tempered in the back half relative to, again, fully just the interest rate issue itself.

And you're getting more into that customized, more higher content stuff. You think over time, those folks that target are not necessarily impacted as much by the interest rates?

Yes, that's correct. And I think with the Fox factory truck launch, we're seeing demand on that vehicle coming directly to us, not even through dealership, which is a sign that the further you go in performance and content, the better off you're going to be.

Thanks. Okay, just lastly, just on the bike market, I think you had thought this would be the bottom this quarter. It seemed maybe a little bit lower than you thought. Certainly lower than we had estimated down to like $54 million, I guess. Looks like just on the side. Sounds like you're confident we're at the bottom. What gives you that confidence? And do we kind of bounce around the bottom, or do we think we kind of bounce off that bottom and materially over the next few quarters? Thanks.

So I'll tell you, Q1 is interesting. It's actually above what we had forecasted for the quarter, but slightly above. It's the first quarter in a long time that we actually were able to predict the business effectively, which is a great sign. Second great sign Q2 is already booked above Q1. So bookings mean a lot for us. We stopped, as you have heard me talk about for the forecast, got hard to follow because they weren't accurate. Bookings are more accurate. And having bookings in Q2 already above Q1 is a great step forward. The third thing, frankly, is just the product launches. We've got 3x of product launches this year in bike that we've had in the past on any given year. And the pep in the step from the bike team is noticeable. I mean, the team really is starting to feel better about the business and the customers and the health of the customers, especially customers in Europe and all that kind of attributes to feeling a lot better about Q2 and even seeing some positive signs already for Q3. So, yes, Q1 is right where we thought it would be. Q2, I think is going to be right where we think it's going to be. And we're hopefully turning the corner and back on the gas.

Okay, great, thanks. I appreciate the color.

We'll go next now to Jim Duffy at Stifel.

Thank you. Hi, Mike, Dennis, Toby. Hope you guys are doing well.

Hey, Jim.

I'll focus into two questions. One, that's one on the auto OEM dimension of the PVG business. And I have a question on gross margin. The PVG group numbers in the quarter were a little bit better than we thought. If I heard you correctly, it seems like the entirety of the year-to-year decline was due to Powersports. Is that accurate?

Got it. I wouldn't say majority. Everything else is kind of immaterial. But Powersports is the largest decline and it flows throughout the quarter, frankly, from beginning to end. So it was a consistent decline too.

Understood. And then on the auto OEM production schedules, can you just help us with what you saw in the first quarter and then your visibility on auto OEM production for the balance of the year? I'm curious, has the guide assumed just a ramp in existing platforms or is there any consideration for new platforms on the auto OEM front in the balance of the year?

Yeah, Jim, our guide is fundamentally what's already in play. As you know, there's long duration cycles to get designs to production, so we can see that years in advance. And so we have a pretty good view of what this year will look like from product launches and from the vehicles we have in play today. Frankly, our automotive business has stayed very consistent. As you know, we're on kind of limited production vehicles with the Raptor series and TRD Pro. Those vehicles tend to weather the storm very well and we've seen that materializing and their forecasting their actual pull of material. So that feels pretty good for us right now.

Okay, good. And then, Dennis, I wanted to ask on gross margins, assuming Marucci did its thing on gross margins with the accretive contribution. The report implies some pretty big margin compression in the organic business. What I'm trying to get my arms around is how much of that is mix versus regular weight pressure, and then within that regular weight pressure, how much of it is fixed cost deleverage or is there something else we should be considering with respect to the gross margins as we try to think about normalization?

Yeah, so two things here. So one, Marucci delivered right on track across the board. Margins in place, exactly where we thought they would be. Their new product launches. Strength of the business continues to impress. So way back from Marucci. So getting back to base business, it comes down to volume. It all comes down to operating leverage, both in those plants. And then from the OpEx stand, so we were pretty much coming right in line forecast and it's all about how do we optimize these plants. And so you heard it in my commentary. You heard it in Mike's commentary. We're continuing to look for cost-outs, and we were very delighted to see those cost improvements come in a big way in Q1 to help offset these volume declines that we have been seeing. And we continue to think that we're going to see them through the year as we start to ramp back up because our cost structure will lag the volume growth that we're going to be seeing. So it'll actually serve as a slight tailwind for us as we progress through the year. The trick in all of this is not to cut too deep because we expect this business to turn around and to ramp back up. And so we want to hold on to the really good people. And so what we've been doing is really looking at when somebody leaves, are they non-revenue generating or are they revenue generating? If they're revenue generating, we're going to take a decision to backfill. If they're not, we're going to see what we can do to hold off until it's absolutely necessary to add somebody. And so we've been absolutely militant on the cost front.

Okay, helpful. And then final clarification question. I think in the prepared remarks, there was a comment about PVG inventories. Does this relate to inventories on your books or was that related more to channel inventories? I'm trying to understand.

Yeah, two-fold. So if it were in my -- under my section, it would be about us continuing to make improvements in inventory within PVG, and we're absolutely taking out inventory and reducing that commensurate with the decline in the business. So we're managing the working capital extremely well, I think, on the demand side if it were there, then we're talking about, like, Powersports inventory challenges in the channel, which we expect to get cleared up by year end as there's a lot of focus on this with the likes of Polaris and BRP and helping dealers manage that inventory. So it could have been two points where you heard inventories.

Understood. Thank you for that clarification.

Thank you. We go next now to Anna Glaessgen at B. Riley.

Hi. Good afternoon, guys.

Hi, Anna.

I'd like to touch back on bikes between the first half implied guidance, in the second half we are expecting to see a pretty big improvement in the back half as the model year '25 launches. Clearly, expectations have been a bit fluid in this segment as the industry works through channel inventories. Can you speak to where do channel inventories stand today and how much improvement you need to see to really meet the expectations for this business in the back half?

Yeah, Anna, the inventory improvement is mixed across the board within bike OEMs. The more boutique or smaller bike manufacturers, European bike manufacturers specifically, have done a great job. They're already through all the inventory challenges and they're going fairly quickly in the model year '25 and pushing us pretty hard. In fact, pushing us beyond some of our current inventory levels. So we're chasing some inventory, which is a nice place to be. That's pretty clear and really clean. Other bigger, larger OEMs are working through it, and some are getting pretty close and some are still little ways away. So it's a bit of a mixed bag. We are kind of taking that whole conglomerate or aggregation of all these different customers into our guide and into our forecast for this year. And again, what we started to do end of last year was take a look at those forecasts from OEMs and give them a pretty significant haircut as to what we think they would actually do. And that helped us in Q1. As I said in an earlier comment, we actually delivered Q1 right above the plan we had for Q1. So getting that confidence back in the team and the ability to plan the business is really important to us. And I think that's happening and happening for sure in Q1.

Thanks, Mike. And yes, I know last year, particularly, you were dealing with a lot of last minute cancellations. I guess, is that -- is it fair to say that dynamic has eased a bit in 2024?

That has. Yep, that has eased. And they're starting to place purchase orders out a little bit further again. And again, the whole chasing inventory to meet demand is a great place for us to be. So seeing some of that pressure, positive pressure on the system is really good. It's still too early. We're still in the woods, so we're not calling victory lap yet on bike. But we just, again, seeing the positivity in the team, seeing the positivity in the market with our customers has been great, and the product launches have been really strong so far.

Great. And shifting gears to Marucci, I think in the quarter grew in the low-single-digits based on Cody's prior disclosures. Now that you've owned the business for six months or so, can you give a little bit of an update on what the go forward growth opportunity should be there?

Yeah. I mean, again, they delivered a little bit above the plan in Q1. They've got solid product launches the balance of this year to get above the plan or at the plan for the balance of the year. And frankly, we think this is a double-digit growth business for us. So you should park it somewhere in the low-double-digits. And we think we can go from there. We've got a lot of exciting things coming on the merchant side of the business, and frankly, we're going to unlock some doors and create some new opportunities from that business organically.

Yeah. We're excited about the growth there, both Marucci and Victus. So Victus is an important part of that composition as well. And just, yeah. Again, could not be more delighted with the EBITDA profile as well that we continue to see.

Great. Thanks, guys.

We'll go next now to Bret Jordan at Jefferies.

Hey, guys. Overhead I guess if you look at the year-over-year addition from Custom Wheel House and Marucci, is there much synergy available or cost to take out as you integrate those businesses, or are you going to run them with the incremental overhead?

Bret, on the fringe, there's probably some opportunities, but not significant. Where the opportunity really lies with the Marucci acquisition is in the supply chain. I've talked about that in the past where we think some of our factory management structures from our vertical integration, how we think about design, some of those synergies can still be had, and we never planned them for early '24. We're starting to work on those projects now, and I think that's more material in '25. But we do think there's some long-term synergies in that part of the business seeing backup is in our front office.

And to add on that, we haven't talked about this in a long time, but last year we talked about these acquisitions being, some acquisitions being OpEx heavy, CapEx light. And in this particular case, both with Marucci and Custom Wheel House, these are more OpEx heavy businesses, CapEx light businesses, and they are delivering right on track. So we are very, very pleased with the models that we have there with both companies.

Okay. And could you talk about the cadence of what you're seeing in Powersports? Are we -- as the quarter progressed at the channel level, are you seeing inventory clearing and demand and conversion picking up, or is it still sort of soft, but maybe getting softer at the consumer level, given rates and all the headwinds?

I think it's still soft. I wouldn't say it's picking up yet. I think it's seasonal, depending on the product as well. So obviously, we had a bad snow season, so snowmobile sales were way off. We've got a new snowmobile launch this year, so this upcoming season is better. It depends on the snow. But in UTVs and side by sides, it's a bit of a mix, but I'd say it's soft, and we're expecting it to be soft for the next probably two quarters.

Okay, great. Thank you.

And this is a great point because our Powersports came in hard with order books and strong order books. And throughout that first quarter, what did we see? They just kept pulling it back, pulling it back, pulling it down. And so this is why Mike, in his opening comments, talked so heavily about diversification. Diversification into aftermarket, and why it's so strategically important to us, because it gives us that ability to exert control, be relevant, create new in different markets. And this is what Marucci does for us. It's disruptive, it's high margin, takes advantage of all the industry complacency and makes a difference. And that's why we love the diversification model that Mike has put in place.

And, you know, interestingly enough, Greg, a point on the Powersports side, what we did in that space is we actually started our own outfit, side-by-side business in conjunction with Polaris and others. And that is the premium end of content in vehicle pricing that we talk about in automotive, where it's more resilient to affluent buyers, and we're seeing strength in that business that middle market, kind of lower cost type vehicles in side by side isn't seeing. So I do think with performance and content, you can get around the corner of some of the softness and some of this high interest rate challenge by delivering a premium product that people really want to have and are willing to stand in line to get.

Okay. Thank you.

And we'll go next now to Mike Schwartz of Truist.

Hey, guys. Good evening. Just want to start on the bike side, and if we go back over the past 18 months, I think to frame it at a high level, visibility has been the biggest challenge. It does sound now like you might have better visibility than you did three months ago, but I just wanted to tie your commentary into something that -- another public supplier, Shimano, had called out a couple of weeks back talking about they thought the industry would bottom in the third quarter and maybe start to return to growth in the fourth quarter. But it sounds like you're thinking bottoming is more first quarter, second quarter. Is that -- any discrepancies or any other thoughts or color between those two comments?

Yes, Mike, we look at Shimano pretty closely, so we understand those same comments that they're calling out. Again, there are in a different space than we are. We're very niche, we're very premium high-end. And I think when you look at the overall bike market in general, their statements are probably pretty accurate. When it comes to our business, I think it can be different. And so I think you're off only by a couple of quarters or a quarter or two, which might be a reflection of just where we sit in the market versus where they do. I mean, they're in the high end as well, but they're in the entire line of bikes, not just the high end. So I think that's the difference. And again, I don't -- Q2 is not going to be -- we're not looking to knock it out of the park in Q2, but we're looking to be predictable and to go into a quarter feeling comfortable that we're going to hit the number that we projected and we're feeling good about that. And that's the start to the turnaround in my mind.

Okay, great. Thanks for the color there. And then second question is something I picked up in the press release just as it pertains to the prepaid. I think you made a comment about older model inventory or prepaids being one of the challenges right now. But is there any commentary you can add to that, or how to think about the percentage of your prepaid, that's older model chassis versus new model chassis? I'm just wondering if that has any impact and potential risk to margins in the back half of the year.

Yes. Any type of prepaid balance right now would be associated with newer models coming onboard. So no real risk there. I think we mentioned the prepaid status just because that is an increase in our working capital and a hit to free cash flow for us. But we talk about that because this is the season when we actually have those prepaids billed. That makes sense?

Yeah. Thanks.

Mike, I think anything to think about there, too, is in Q1 we had to incentivize. We worked with our dealers to make sure inventory that was aging is moving across their lot, getting out of their lot. This is kind of a constant thing that we think about as we want to get into the new vehicle years and model year changes. So some of that pressure in Q1 was a function of us helping incentivize those dealers to move those vehicles. I think that's really just around model year changing which happened Q1, Q2 this year, and we're kind of through it.

Got you. Thanks, Mike.

Thank you. We'll pick our final question today from Scott Stember of ROTH MKM.

Good evening. Thanks for taking my questions.

Hey Scott.

Question about the launch for the '25 bike products. You did say that it should be three times more than, I guess, than what you've done in recent years. Given what's still in the pipeline in the bike market and knowing dealers, I guess they're going to be very cautious, I guess, with floor plan and interest rates about how much inventory they bring in. What are you looking at as far as, like, the size of this actual launch, despite the fact, or taking into account that you're talking about three times? Are we looking at something that's bigger than what you've done pre-pandemic or something a little bit more scaled back and modest?

Scott, I think you're referring to volume curve.

Yeah, full volumes.

Yeah, so I think it's a good question. So on the volume, we're still being pretty conservative in what we think these launches will deliver. And that shows up in our guide for the year, just based on the nature of the environment that you kind of described. I would tell you what we're seeing in our conversations with dealers and distributors is if it's new product, if it's interesting and different, you're not having to discount it and customers want it. If you're really just retrading the same stuff that was on the shelf last year and the year before, you're heavily discounting when people are walking past it because they just -- they've already got it in the garage. They just don't need it. But if it's something new and different, they want it. And that's what's so exciting. We've got a couple of launches that have already been pretty productive for us and compelling relative to demand on those products. So I think in our space right now, on bike new and different is everything. If you can't come up with something new and exciting, you're going to have a challenge. So that's what makes us so excited about the 3x product launches. But again, I think on the volume for product launch, we'll stay pretty conservative on what we think they'll actually do until we see the results.

Got it. And then just the last question about the upfitting or I guess the Fox factory branded upfitting in trucks and side by side, maybe just give us a little more context of how that will fit in to the individual platforms and what your expectations are for contribution if you can give that.

Yeah, that's a new stage for us. So in side by side upfitting, we're really talking about creating a class of vehicles in either the race content, or in the luxury UTV space that are well above what can we get purchased from a factory kind of production vehicle on the dealer floor. That's been exciting for us because we're reaching out to customers directly and through dealerships to sell those vehicles. And we think that's kind of a different model. Same thing with a Fox Factory Truck. We actually have a concierge service now where you can contact us directly to put a deposit down on that truck. Now, ultimately transact that truck through a dealer near that individual or somewhere in the country. But we're getting direct connection to the customer that's purchasing the truck in that environment, and that's a new thing for us. So that's pretty exciting. We think, as we expand those vehicles in both automotive and in side by side that that just continues to grow and expand and create kind of a new channel for us in how we market our high end vehicles. So pretty positive stuff for us.

And then on the truck side, this is the last question. Are you worried about any potential cannibalization or will this be so far off the food chain that there'll be no overlap?

Pretty far up the food chain. I had a lot of conversations when we launched the Fox Factory Truck with OEMs. It actually brought demand to us. Other OEMs came to us and said, hey, that's pretty cool. We would like to actually talk about doing something like that with you. So it actually opens some doors, interestingly enough. And it's so high up in kind of that pinnacle or that pyramid of vehicles that it doesn't -- it's not in the same business as our Shelby business or anything else. It's different than that and exciting for I think the entire market.

Got it. That's all I have. Thank you.

Thanks, Scott.

Thank you. And at this time, Mr. Dennison, I'd like to turn things back to you, sir, for any closing comments.

Thanks, Bob. I want to thank everyone for taking the time to join us tonight. And we will keep you guys updated as we progress through the quarter and look forward to talking to you soon. Have a good evening.

Thank you again, Mr. Dennison. Again, ladies and gentlemen, that does conclude today's Fox Factory Holding Corporation's first quarter fiscal 2024 earnings call. Again thanks so much for joining us. We wish you all a great evening. Goodbye.