Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Fox Factory Holding Corp.'s Third 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. I'd now like to turn the conference over to Toby Merchant, Chief Legal Officer at Fox Factory Holding Corp. Thank you, sir. You may begin.

Thank you. Good afternoon, and welcome to Fox Factory's third quarter 2024 earnings conference call. I'm joined today by Mike Dennison, Chief Executive Officer; and Dennis Schemm, Chief Financial Officer and President of the Aftermarket Applications Group. 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 the 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 risks, 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 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, and thanks to all of you for joining the call today. Our third quarter results reflected continued sequential improvement as we delivered 359 million of revenue, representing a 3.1% increase from the second quarter and an 8.5% increase compared to the prior year. This sequential growth was led by our bike business, which delivered a second consecutive quarter of double-digit sequential growth, up 22%, following last quarter's 52% increase. The acquisition of Marucci also provided growth as our team delivered another quarter of solid growth. While the underlying demand for FOX's innovative and performance-defining products remain strong, our results in the third quarter landed at the lower end of our guidance range, as OEM partners further reduced their forecast for our products during the quarter. These forecast reductions align with the quarterly results and commentary by many of these companies, and are consistent with reductions in discretionary spending and uncertain macroeconomic outlook, high interest rates, the fatigue from inflation and the upcoming elections. I will talk more about this in the outlook section later in the call. Additionally, ongoing quality issues and model year changeovers at several of our automotive OEM partners continue to impact chassis mix and availability. Although we continue to evolve our business through diversification and expansion within the aftermarket, over half of our business remains closely tied to our OEM customers. And when they face challenges, whether from constrained demand, quality concerns, misaligned inventories or production slowdowns, those impacts flow through to our business. The good news is that we have seen the lingering issues begin to abate in Q4 as model year '25 vehicles are beginning to ship to our facilities now. We've responded decisively to the challenges throughout the year by implementing both immediate and longer-term actions to strengthen our business. For…

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, capital allocation strategy, and then wrap up with a review of our guidance. Q3 results. Total consolidated net sales in the third quarter of fiscal 2024 were $359.1 million, an increase of 8.5% versus sales of $331.1 million in the third quarter of fiscal 2023, reflecting the impact of the Marucci acquisition and strength in the bike business. Our gross margin and adjusted gross margin were 29.9% in the third quarter of fiscal 2024 compared to 32.4% and 33.2%, respectively, in the same quarter last year. The decrease was driven by shifts in our product line mix, accelerated inventory optimization in AAG and reduced operating leverage on lower volumes across our segments. Total operating expenses were $88.7 million or 24.7% of net sales in the third quarter of fiscal 2024 compared to $65.9 million or 19.9% of net sales in the same quarter last year. The increase in operating expenses was attributed primarily to the inclusion of $19.7 million of operating expenses from our Marucci acquisition. Adjusted operating expenses as a percentage of sales increased to 21.1% in the third quarter of 2024 compared to 17.6% in the same period last year. The company's tax expense was $0.3 million in the third quarter of fiscal 2024 compared to a tax expense of $3.5 million in the third quarter of fiscal 2023. The decrease in income tax expense was primarily due to a decrease in pre-tax income. Net income in the third quarter of fiscal 2024 was $4.8 million or $0.11 per diluted share compared to net income of $35.3 million or $0.83 per diluted share in the same quarter last year and adjusted net income…

In closing, while near-term market conditions remain challenging, we're acting swiftly to strengthen our business and position FOX for long-term success. The strategic investments we've made in our operational foundation and unwavering commitment to innovation, combined with the cost reduction actions we've taken to date and our imminent plans to further enhance margins through a more comprehensive program to ensure we're well positioned to drive growth and profitability in volatile demand environments. Meanwhile, our diversified business model with industry-leading brands and ability to serve customers across multiple price points provide important strength and flexibility in navigating the current environment. With these building blocks in place, we believe FOX is well positioned to accelerate growth and deliver enhanced value to our shareholders. And with that, I'll turn the call over to the operator.

[Operator Instructions]. We'll go first to Larry Solow with CJS Securities.

Great. Good afternoon. Thanks for taking the questions. I guess first question, Mike, from a high level, it sounds like the main obstacles continue to be demand and quality issues. But it feels like maybe demand is the greater issue that maybe has more longevity going into '25 even if you resolve some of these quality issues. Is that kind of a good way to summarize it in a broad brush?

Yes. I mean, to be clear, Larry, there are quality issues that are causing the supply issues are at the automotive OEMs, not quality issues within FOX. I just want to be clear on that. But yes. Yes, it does feel like the quality issues are abating. We're starting to see model year '25 come in, in Q4. So we're seeing positive things that they've kind of got past a lot of those challenges they've faced us for the last nine-plus months even in the last year, that really comes down to demand. Can we get consumers to go to lots to buy vehicles? And if that happens, we'll see a nice bounce back, but we have to wait and see if that materializes.

Got you. And then just on the bike segment, I appreciate all the outlook, preliminary stuff. It's really helpful. Just on the 2025 initial bike outlook. I guess on Q4, too, it looks like you're building in a pretty good sequential decline in Q4, which I know is usually seasonally slower, but it sounds like pretty flat next year. So still under kind of historical -- well in the historical levels or maybe below still actual end market demand in bit next year. Is that fair to say?

Yes, here's how we look at it. In Q3, we had a good quarter, as you know, 22% up sequentially, which was nice to see on the top of 52% up the prior quarter. So Q3 was good. But Q3 was a little softer than we expected it to be. So that gave us some view of Q4, they said, Okay, we're going to have seasonality, which you mentioned. And with that seasonality, we think we're going to have a little softness as well. So I think we'll be up year-on-year in Q4. And so that's good. And in Q1, our first year Q1 is up year-on-year as well. So that's good. But I think we're really being tempered in thinking that all of the OEMs have come out of the problems, the inventory issues already or in Q4 to really give us relief in 2025. So we're being pretty conservative in that estimate, so we see what really happens in that business in the early part of next year.

Got it. Okay, no fair, all right, I'll get back in queue, thanks.

We'll go next to Anna Glaessgen with B. Riley.

Hi. Good afternoon. Thanks for taking my questions. I guess I'd like to start on continuing on Larry's question on SSG. Looking at the adjusted EBITDA margin compared to last year, I would have expected a little bit more of an uplift considering the year-over-year sales increase. Could you maybe dig into a little bit more of what's going on in SSG margin in the quarter?

Yes. So great question, Anna. And so what we saw happening was ahead on the Marucci side of things. So as they get ready for the MLB launch next year, they're spending ahead there as well as spending ahead for softball-related launches as well. And so that put some pressure on the margin side in SSG.

Got it. And on that Marucci piece, I think based on Cody's disclosures, they grew about 2% in the quarter, and you're expecting, I think, roughly flattish in 4Q. I believe heading into the year, we expected double-digit growth from that land. Can you talk a little bit more about is that the consumer pressure that you'd referenced just expectations for nearly achieve versus coming into the year?

Yes. So Marucci is doing a great job and what they did in Q3 was deliver on what they committed to do, which is another -- as you called out another record quarter for them for us, so that was fantastic. At the same time in Big Box, when you're talking Dick's and Academy [ph], there is softness in the macro and that's causing probably widespread, not just in baseball for those resellers to see some softness. So we did see that come through in Q3, and we expect that in Q4. So we have some product launches in Q4 that we think will help. But we've got a macro that's pushing it down a little bit. Right now, we're so focused on 2025 with Marucci, the MLB agreements and all those things, but then that's where I got the key focusing right now.

Got it. And just one more, if I could. I have a big picture question. Dennis, I fully appreciate being really focused on cost right now. But as you think about the longer-term track record of FOX, I think the story is clearly a growth story. Do you have any concerns about managing the brand and maybe going a little bit too far on cost and strangling that innovation pipeline? Just any thoughts about balancing costs and investments in the brand long term?

Fantastic question. And so we've been dealing with this macro environment though and there's OE uncertainty for far too long now. And quite frankly, we have not been delivering on our commitments as a result of these OE takedowns. And so we have just decided enough's enough, tired of trying to read the tea leaves from the OEs and we are just taking decisive action where it makes sense. And so we began these exercises in I'd say, late Q3. We identified what I consider four buckets where it really, really just makes sense and it's going to make us stronger. Simplification and consolidation of our footprint is a massive opportunity for us to run after. Reduction, elimination of nonperforming assets or products, that's going to help us some absorption. The reduction in inventory also is going to help us from efficiency perspective, warehousing prospective costs. And then just cost reduction overall, focusing on efficiencies where it makes sense, making sure that we have the right people in the plants, we feel like this is a path to set us up for best-in-class margins so that we can predictably deliver those margins in the future and allow us to scale up as that demand returns. I mean, Mike, do you have some comments on that as well?

No, I think it's a good question. And from my perspective, this company has operated very well at that $350 million a quarter range on the EBITDA side, closer to 20% EBITDA. We need to get back to that. But most importantly, I actually think the brands are strengthened when we do that because then when the growth comes, we see exponential value of what we can do to meet that growth and supply it. They're really worth to just kind of clean up the system and make us a healthier company that allows us to grow faster when growth comes back to us.

Yes. And I think it's just important to add to this, just having improved margins allows us that ability to continue to invest for growth, like we all said we would. And I think it's a perfect example of what you're seeing in Marucci, spending ahead on the MLB, spending ahead on softball launches before the season. If we can deliver predictable margins, it gives us the freedom to be able to continue to invest in ourselves in what we do best.

Great. Thanks, guys.

We'll move next to Alex Perry with Bank of America.

Hi. Thanks for taking my questions here. Just first, I wanted to clarify the bike guide, so sort of the legacy SSG business. I think in the prepared remarks you said both bike and Marucci to be relatively flat with the prior year, which I think would imply a sequential dollar step down in the tune of $20 million or so quarter-over-quarter, 3Q to 4Q. Am I thinking about that right? I just wanted to clarify that?

Correct. So to be really direct on bike, we're expecting it to be relatively flat with the prior year. So that would be around 78 million to 80 million, that -- probably to what you're asking. And so Marucci, we expect to be relatively flat with what they did combine CODI and us last year. Relatively speaking, that's right around 45.

Got you. Very helpful. And then I wanted to ask about gross margins, I guess, for the fourth quarter the sort of implied gross margin outlook for the fourth quarter and then the big puts and takes for gross margin as we move into next year as well?

Well, so as we move forward here, I'll take PVG first. And so we were definitely handicapped as we lack that ability to quickly maneuver when we receive the late pull downs in the orders from the OEs. So we would expect to see a sequential improvement in PVG margins. In AAG, we did an accelerated inventory move which hurt our margins probably by 300 basis points. We'd expect that to come back in Q4. And then when you move into bike and Marucci, the combined SSG segment there, we're going to continue to see growth with Marucci and bike from -- or relatively flattish margin perspective, sorry, sequentially, there. And then over the longer term with these cost-out moves that we're continuing to make you should see sequential improvement along the way.

Perfect, that's all incredibly helpful. Best of luck going forward.

We'll move next to Scott Stember with ROTH MKM.

Yes. Good evening guys. Thanks for taking my questions. Moving over to the bike side. I think last quarter we were definitely seeing, I guess, a flattening in North America and the U.S., but there was commentary about how Europe, at least with some of the OEMs there, that they did a better job of managing inventory, that you are starting to see some green shoots there. Can you maybe just talk about both of those sides of the business and how we -- things progress from Q4 into next year?

Yes. So Europe continues to do slightly better than the U.S. in terms of the recovery. But one of the things we saw in Q3, Scott, that you might find interesting is when we looked at our business with our top 10. When I say top 10, it's top 10 OEMs, top 10 dealers and top 10 distributors. When we look at that basket in Q3, we were above our expectations, which signals to those bigger players are starting to get healthier faster which is a great signal. What we also saw, though, was below that water line, below that top 10 list. We saw some, and in certain cases significant softening in the smaller players. So it almost looks like now you've got an inversion where the big guys have come through a lot of the inventory issues, which have put them back into model year growth and attack and you've got smaller players dealing with the cost of interest in floor plan financing and maybe a slower consumer, a more cautious consumer bringing those businesses. So it was an interesting change in the quarter where we started to see a lot of nice growth in the top 10 and some weakness in the body sector. I think that will continue through Q4. We'll take a look at what comes in 2025.

Got it. And then just moving over to Marucci. You made some comments about things softening a little bit. And then you talked, I guess, on an apples-to-apples basis sounds like being flattish year-over-year in the fourth quarter. But can you maybe just talk about your initial expectations again from Marucci for next year, whether -- it sounds like you think they can grow and what it will be the vectors there that helped that happen?

Yes. A couple of things there. So macro aside, because what we don't want to do is try to comment on what the macro will do next year, that will be probably bad logic. But macro aside, we believe Marucci with the product launches we have planned and what we're doing in that space will grow double digits. In addition, what's interesting about the MLB agreement is it opens up so many new doors, even here locally at the Atlanta Braves Stadium, that opens up 14 new stores for Marucci with our agreement with MLB. So we believe that additional growth on top of the product launches we already have planned will give us the growth in '25 that we expect.

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

We'll go next to Jim Duffy with Stifel.

Thank you. Good afternoon. I wanted to ask on upfitting. With the support for dealers in the third quarter, would you characterize channel inventories, not a little that you would consider normal given the demand environment? Or is there still more work to do there? And then secondly, on upfitting, you're rethinking the offering some, can you speak to the go-forward vision for positioning the product offering for that business? And with that, if there's opportunity for further adjustment to capacity?

Yes, Jim, I'll take the first half and Dennis take the second half. So when some of the dealer inventories is very much a case-by-case basis based on the brand. Some of the dealers, specifically GM and in some cases, Ford, are pretty healthy. And we're seeing where they can produce the trucks, we get them, they sell through fairly nicely. Still having issues, of course, as you probably know, with Jeep and Stellantis. We have to do more work there to clear out those lots. And the most important thing when it comes to inventory is having the newest product in the newest model year. And so a lot of the work done in Q3 was they'll eliminate older model year vehicles so that we could have all of our force and effort into new model year launches coming up to this quarter and in the next year. So outside of Stellantis and Jeep, I think we feel pretty good about where Ford and GM are heading. Ford had some quality issues this year that I think they've mainly resolved. And that will help us, and I'll let Dennis take the product launches.

Yes. Thanks, Jim. And we've been doing a lot of work with the team in Trussville on product and several product road map meetings. In fact, since we took to command. And I will tell you that we're developing a strategy which will allow more customers to participate at different price points. So first and foremost, we're bringing performance back into all of our packages. I think that's really, really important. And then we're going to have multiple stages per brand. And so we'll be at price points that will allow many more consumers to participate in these offerings. And so we're just coming to that realization that not everybody wants a $150,000 truck. We got to have array of price points out there based on the consumer.

Okay. Great. And then last question, I wanted to ask on just the pricing environment with your OEMs, clearly not an environment where I would imagine there's a lot of pricing power. Are you, however, seeing the opposite where they're coming back to you and looking for better terms?

It's a mixed bag. In some parts of our product lines, we see some requests for us to give some price consideration. Usually, it's around something specific to a product launch or a product engagement. On a widespread basis, no, we're not seeing that. We continue to try to drive pricing through innovation. And so the more we can innovate on new products and get new products to these OEMs across every one of our product segments, we can take price up. So not a significant issue for us. It's part of the reality of the map we are in. So you're not wrong for asking. I think it's a good question. But for the most part, it's not a meaningful part of readout.

Yes. And the reality is we're going to continue to invest in R&D because making sure that we're getting the newest best products out there is going to give us the best opportunity to continue with our gross margin profile.

Thank you, guys.

Thank you. Jim.

We'll move next to Bret Jordan with Jefferies.

Good morning, guys. Can you talk about the structure of the Major League Baseball relationship with Marucci? I guess, minimum guarantees? Or is there a chance that if the consumer remains soft on the baseball bat side, that what you have to pay on the license side could delever the margin at Marucci? Or is it something that's just tied to your sales volume?

Yes. We can't go too far in the agreement with MLB. That's a confidential agreement, of course. But at the end of the day, we're really comfortable with what we've structured with them because they're so excited to have us come in and be their partner with both Marucci and Victus. So we see this as a net-net positive next year. Even if there is softening in the big resellers when you think about big box, that softening at a stadium is going to be a whole different conversation. I don't think you're going to see that happening with some of the bats that we put in those stadiums. And the minimum threshold of the minimum commitments are pretty low. So we see this as all upside.

Okay. And then talking about the AAG accelerating inventory liquidation, is this really around a fit truck type product? Or are there other categories within AAG that we're seeing softness at the consumer's level?

100% in the up-fit side of the business. When you look at the aftermarket side, your lift kits, wheels, these businesses are performing very well. In our prepared remarks, I think we talked about it that those businesses are doing really well. They're hitting their comments, we're happy with them. So this is really around trying to get the chassis clean so that we can get the right chassis in for the efforts that we want to do.

Okay. And then finally, I guess in the prepared remarks, I guess you talked about you think the quote with some signs of softness in consumer, is that sequential softness that you're seeing the underlying that were getting worse into the end of '24 here, and that's giving you the challenging outlook for '25? Or is that -- or is that just the same trend you've been seeing in recent quarters?

It was softer in Q3. We think that probably played in Q4. Q4 is a bit of a different quarter. Obviously, we have increases due to Black Friday events and things with that and that comes to give it some sort of uplift. But yes, Q3 was softer from just an overall consumer confidence perspective.

Okay. Great, thank you.

We'll move to our final question from Craig Kennison with Baird.

Yes. Good afternoon. Thanks for taking my question. You've addressed a lot already, but I wanted to go after the upfitting business again, Dennis. As you sit in that Chair and assess the real total addressable market, would you frame it differently than maybe it's been framed in the past? And if so, how would you frame it?

So when you're talking about how we framed it in the past, I'm supposing you were talking about like the 15,000 to 16,000 up-fits per year that we were doing. I think the opportunity is far greater than that, not that we can get there overnight, right, because it's going to be dependent upon getting the right chassis in the door, the right mix in the door. So as that mix and chassis volume improves -- and then that, combined with our new product, the lineup that we're going after in these stages and putting performance back in as a priority. I do think that we're going to continue to see that grow. Another priority is very, very important to us is an increasing dealer count. And we are going to more aggressively pursue that in Q4 as well as into 2025. And so I think those 2 things will be significant growth drivers for us moving forward, especially with a more accommodating macro environment.

That's helpful, Dennis. And you also mentioned maybe a broader array of products addressing maybe different price points. Do you think there's an opportunity to sell more units per dealer with the good, better, best offering perhaps?

No, 100%, I do feel that, that's going to be one of the important factors moving forward. And then also, I think we're going to appeal to more dealers period with more offerings. So I think those 2 items go hand in hand.

Thank you.

Thanks, Craig.

I would now like to turn the call back to Mike Dennison for any additional or closing remarks.

Thanks for everybody's time today. Appreciate it and Happy Halloween.

Thank you. This does conclude the Fox Factory Holding Corporation's Third Quarter 2024 Earnings Call. You may now disconnect your line, and have a great day.