FOXF - NASDAQ

Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to Fox Factory Holding Corporation's Fourth Quarter and Full Year 2023 Earnings Conference Call. At this time, all participants are on 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. You may begin.

Thank you. Good afternoon, and welcome to Fox Factory's fourth quarter and full year 2023 earnings conference call. I'm joined today by Mike Dennison, our Chief Executive Officer and Dennis Schemm, our Chief Financial Officer and Treasurer. First, Mike will provide business updates and then Dennis will review the quarterly and full-year financial results, and then the outlook followed by closing remarks from Mike. We will then open up the call 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 today on our fourth quarter 2023 earnings call. Today, I will discuss our strategy, operating highlights and business activity. Dennis will then provide additional details on our financial results, balance sheet and outlook. After our prepared remarks, we'll open the call for your questions. For the fourth quarter, we delivered $332 million in revenue, which included approximately $17 million in revenue contribution from Marucci. The fourth quarter was a quarter which saw wins and achievements as well as significant headwinds exhibited with the ongoing OE challenges, which we began to see after Labor Day, and our current view is these will persist in the first half of 2024. As we have previously highlighted three main factors created new challenges in near-term results. One, the ongoing inventory recalibration in bike; two, the impact of the UAW strike on PVG and AAG; and three, higher interest rates causing customers to be more conservative in their purchasing practices. The successes we've provided partial offsets within the quarter included year-on-year growth in our aftermarket components businesses such as Wheel, Lift Kits and aftermarket Shocks as well as e-commerce growth within our Bike business. While these product lines and channels grew, they were unable to offset the declines in OE impacted areas of our business. In the Powered Vehicle Group, net sales were $118 million, down from $133 million in the prior year quarter due to the direct impact of the UAW strike on our production and the indirect impact of the strike on original equipment manufacturers, who ramped slowly as expected following the strikes conclusion. This combination of direct and indirect influence from the strike resulted in lower production, which led to lower sales. Some of it is recovered by the end of November, while others exhibited sharp declines in order volume through the end of the quarter. Based on our consistent long-term growth within the PDG business and the importance of retaining a highly trained and skilled workforce to make our technologically advanced products, we elected not to lay off or shut down any facilities during or after the strike. Consequently, the costs associated with these actions had a significant impact on profitability. Powersports also saw less demand slow ease as their distributors and dealers worked through elevated inventory levels and seasonality factors including a warm winter driving down sales in the snowmobile market. To further complicate the problem high interest rates continued to cause conservatism due to inflated floorplan financing costs. On a positive side for PVG even with the external headwinds just mentioned this business grew organically for the year by 21% over the prior year illustrating the growth of our market share and the power of our product portfolio. In a year with so many businesses in this space exhibiting reduced revenue we grew significantly. In aftermarket applications group, sales rose to $121 million from $117 million in the prior year quarter. The primary contributor to the increase was our custom warehouse business, which delivered nearly $20 million in revenue in the quarter. In addition, record quarters in Sport Truck and overall expanded e-commerce solutions contributed to the growth. However, the UAW strike had a significant impact on our upfitting business, primarily due to aluminum chassis availability and chassis mix caused by production delays as factories were shut down due to the strike. As we saw in powersports the high interest rate environment put pressure on floorplan financing, and as a result dealer seeking more conservative position on inventory. Positively, dealers are reducing existing aged inventory ahead of the release of a slew of new redesigned model year vehicles which are expected to launch throughout the year. These model year changes will be an exciting opportunity for us as we develop and launch new packages in conjunction with these new models. Expansion in our kid sales is also driving future growth in our outdoor business. Customers are remaining resilient on fresh new product releases and higher contented vehicles especially the Shelby and Harley Davidson branded trucks. In SSG with respect to bike OE continuing to work down the inventory levels. Our OE partners have begun to place new orders for model year 25 product which is a positive sign that we will begin returning to a normal environment in late Q2. In the quarter bike generated $77 million in net sales less than half of the $159 million of revenue in the fourth quarter of 2022. The OE 2025 model year launches remains scheduled to begin midyear and we are excited as our innovative new products have maintained and gained spec share across our customers. While it is too early to articulate the volume of model-year 25 bikes that will ultimately be ordered we are excited by our share of whatever volume that will eventually be. The Marucci acquisition closed on November 14. Marucci generated $17 million in net sales following the completion of the acquisition. These results were better than our expectations for both the top and bottom lines especially since the prior year period included the CapEx that launch. The key drivers from Marucci revenue were strong, new product sales driven by direct to player and team sales plus additional product launches in Japan led by aluminum and wood bats. Like our other businesses we are inspired by the level of execution in the Marucci team and their ability to have an incredible product road map across all product lines throughout 2024. Reflecting in the full year 2023, which was clearly a tale of two halves, the first half of the year generally on plan and as expected in the back half of the year especially after Labor Day were previously discussed headwinds grew significantly. Overall, we delivered $1.46 billion in net sales down 9% from 2022. All of the year-on-year decrease is attributable to Specialty Sports Group were our bike business was down $309 million year-on-year or 45% as always dealt with a massive inventory glut. We continue to have confidence that this is a fixable problem for these companies and that the back half of 2024 will begin to return to a more normal operating environment bike is well positioned as always turned to new model launches and product expansion some of which are already in our back half forecast. In the face of Q4 sales were below expectations and expected soft first half of 2024, we are laser focused on the key elements of our brand and product development which make us best in class and are the keys to our long-term success. Those elements are maintaining our brand relationship where we have gained spec share across customers ensuring that we will grow with these customers as they regain their health mean while remaining vigilant to not dilute our brand four easy revenue pickup. Investment in research and development with two objectives. First support model-year 25 releases that we believe will introduce innovative and best in class products and thereby expand our share of the market. And second new launches within our aftermarket components where margins are typically higher than sales to OE.s or through dealers and distributors. A bright spot was our recently expanded e-commerce business that expanded on 2023's record high direct-to-consumer sales which were 3.6% of sales last year up 260 basis points from 2022. And finally the ongoing growth of our e-bike category which we continue to believe will expand the demographic of riders and drive growth within the industry. On to PVG which delivered $524 million up 21% year on year, due to multiyear momentum gains with Toyota and Ford and strong mix improvement as high end vehicles in automotive and power sports upgraded to more technologically advanced FOX suspension products. Our recent product launches included the most advanced suspension product ever developed for a vehicle. The dual valve system currently being utilized by Ford on their upcoming Raptor R platform. AAG was up 13% year-on-year to $551 million mainly on the customer real House acquisition and strengthen our upfit business despite the impact of dealer floor plan financing and the UAW impact. However, we are encouraged that the higher end of it continued to see strong consumer demand and interest. We continue to have confidence in our upfitting business which this year will expand into TVs and high-end side-by-sides beginning in late Q1. We believe these high contented vehicles will perform well with the affluent customer base that wants unique customized high-performance vehicles. As we move to 2024, we remain confident in our diverse and differentiated business model, all of which is focused on delivering the highest level of performance-defining products and the growth that it can deliver for the full year of 2024 we see revenues growing to $1.53 billion to $1.68 billion inclusive of energy. Our conservatism in this guide is a direct reflection of the conservatism exhibited by our OE customer forecasts across all of our businesses which we will not second guess when their forecasts improve. Our guide will improve We also believe 2024 will be the inverse of what we saw on two in '23 with the first half of 2024 continuing to be impacted by the same macro pressures that affected the third and fourth quarter continuing to weigh on our business. Again this is directly aligned with our OEM customers forecasts as well. Consequently, we expect the first half of 2024 to be down year over year with the second quarter being sequentially stronger than the first quarter. In the second half of 2024, we expect to see growth driven by easing macro pressures and improved consumer outlook with expected interest rate easing. While this is likely the case we cannot be sure of timing or magnitude of these rate reductions. We also believe bike O. is turning the corner from discounting to launch in model year 2025 releases. And finally chassis availability and mix improvement in our upgraded truck product lines. To conclude we acknowledge the near-term exogenous challenges in front of us yet. At the same time, I am very pleased with our strategic positioning. We have diversification across three growing groups in a GPB GNSSG. anchored by industry leading aspirational brands deep-rooted customer loyalty driven by the pro athletes and robust pipeline of innovative market disrupting products and our incredibly talented and dedicated team members. And with that I'll turn the call over to Dennis.

Thanks Mike and good afternoon everyone. I'll begin by discussing our fourth quarter and full year 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 fourth quarter of 2023 were $332.5 million, a decrease of 18.6% versus sales of $408.6 million in the fourth quarter of 2022. Powered Vehicles Group, PVG delivered a 10.7% decrease in net sales in the fourth quarter compared to the same quarter last year. This performance was negatively impacted in October during the UAW strike given OE manufacturing site closures and for the remainder of the year on a slower ramp-up given OE supply chain disruptions. Strike along with the slower than anticipated ramp-up also delayed upcoming development programs with OEs which we expect will impact first half sales for 2020. PVG also had reduced sales in power sports given dealer and distributor conservatism with inventory. We expect this conservatism to continue into the first half of 2024. Our Aftermarket Applications Group, AAG delivered a 3.5% increase in net sales in the fourth quarter compared to the same quarter last year. This growth was primarily driven by sales from the Custom Wheel House acquisition and aftermarket lift kits and suspension sales, partially offset by lower sales in the up-fitting business because of reduced chassis availability, mix in dealer and distributor conservatism, by holding lower inventory due to higher interest rates. Net sales in the Specialty Sports Group decreased 41.4% compared to the fourth quarter of 2022 due to the persistent level of high inventory across various channels and therefore fewer new model year launches. This result also includes a $16.8 million positive revenue contribution from the Marucci acquisition. Excluding the impact of Marucci, SSG sales declined by 52%. On a full year basis sales were $1.46 billion versus $1.6 billion in 2022. The decrease in full year sales is driven entirely by the decline in SSG's bike sales. The decline in SSG's bike overshadows significant accomplishments in PVG and AAG which grew over 21.2% and 12.7% for the full year. Even when taking into consideration the UAW strike the slow ramp-up after the strikes conclusion and the mix of chassis allocation decline that impacted our up-fit business. While we address the dealer conservatism, chassis allocation mix impact in model year changeovers which are delaying sales. I think it's important to note that our upfit business has grown more than 40% over the last two years. Fox Factory's gross margin was 27.7% in the fourth quarter of 2023, a 430 basis point decrease from 32% in the same period in the prior year. The decrease in gross margin in Q4 2023 is primarily driven by a shift in our portfolio mix with lesser sales from high-margin biking upfitting. The impact of the UAW strike as we absorb less costs given our decreased production and our decision to maintain our manufacturing workforce offset by increased efficiencies at our North American facilities. Adjusted gross margin which excludes the effects of amortization of acquired inventory valuation markup, organizational restructuring expenses, and strategic transformation costs decreased 300 basis points to 29% versus 32% in Q4 of 2022. On an annual basis both gross and adjusted gross margin decreased by 150 and 60 basis points respectively. The decrease in gross margin was primarily due to a shift in the portfolio mix offset by increased efficiencies at our North American facilities. Total operating expenses were $81 million or 24.4% of sales in the fourth quarter of 2023 compared to $74.2 million or 18.1% of sales in the fourth quarter of last year. Operating expenses as a percentage of sales were higher compared to the same quarter in the prior period due to the inclusion of custom warehouse and Marucci operating expenses and the amortization of intangibles, partially offset by cost controls and continuous improvement. Adjusted operating expenses as a percentage of sales increased by 440 basis points to 20.6% in the fourth quarter of 2023 compared to 16.2% in the same period in the prior year. On an annual basis, total operating expenses were $304.7 million or 20.8% of net sales for fiscal year 2023 compared to $284.6 million or 17.8% of net sales for fiscal year 2022. Operating expenses increased by $20 million primarily due to the inclusion of Custom Wheel House and Marucci operating expenses of $15 million and $6 million, respectively. Amortization of the additional acquired intangibles and operating expenses associated with facility expansion partially offset by strong cost controls. Adjusted operating expenses were $268.1 million or 18.3% of sales in the fiscal year 2023 compared to $257.1 million or 16% of net sales in the prior year. The Company's effective tax benefit was $3.1 million in the fourth quarter of fiscal 2023 compared to an effective tax expense of $0.2 million in the fourth quarter of fiscal year 2022. The decrease in the company's income tax expense was primarily due to a decrease in pre-tax income. For the full year, the company's effective tax expense was $17.8 million versus $28.5 million in the prior year period due to a lower pre-tax net income. Net income in the fourth quarter of 2023 was $4 million or $0.10 per diluted share compared to $53 million or $1.25 per diluted share in the same prior year period. Adjusted net income was $20.3 million in the fourth quarter of 2023, a decrease of approximately $40.6 million or 66.7% compared to $60.8 million in the fourth quarter of last year. We delivered $0.48 of adjusted earnings per diluted share in the fourth quarter of 2023 compared to $1.43 in the fourth quarter of 2022. On a full year basis, net income was $120.8 million compared to $205.3 million in the prior fiscal year. Earnings per diluted share for fiscal year 2023 were $2.85 compared to $4.84 in fiscal year 2022. Adjusted net income in fiscal year 2023 was $167.5 million or $3.95 of adjusted earnings per diluted share compared to $232.7 million or $5.49 of adjusted earnings per diluted share for the prior year. Adjusted EBITDA decreased by 49.5% to $38.8 million for the fourth quarter of 2023 compared to $76.8 million in the same quarter last year. Adjusted EBITDA margin decreased by 710 basis points to 11.7% in the fourth quarter of 2023 compared to 18.8% in the fourth quarter of 2022. The decrease in the adjusted EBITDA margin in the fourth quarter of 2023 was primarily due to the change in the portfolio mix, the impact of the UAW strike and the slow ramp-up after the strike ended, the decision to keep our highly trained workforce and cost increases associated, with our facilities expansion to support our continued growth. Adjusted EBITDA decreased to $261 million in fiscal year 2023 compared to $321.8 million in fiscal year 2022. Adjusted EBITDA margin decreased to 17.8% in fiscal year 2023 compared to 20.1% in fiscal year 2022. Moving to the balance sheet and cash flows. Our balance sheet continues to be a source of strength for Fox and underpins our capital allocation strategy. The increase in inventory of $21.2 million is driven by the inclusion of $52.5 million of inventory from Marucci and $13.5 million from Custom Wheel House. Excluding Marucci and Custom Wheel House, we decreased inventory by $44.7 million driven by lower sales and by our continuous improvement efforts to further optimize inventory across the organization. The increase in goodwill and intangibles reflects the Custom Wheel House and Marucci acquisitions. Our net leverage is 2.3 times as of year end, and in line with our expectations. Our flexible capital structure gives us the ability to invest in growth through R&D, CapEx and sales and marketing and provides the optionality to repurchase shares and pay down debt. Our revolver balance as of December 29, 2023 is $370 million versus $200 million as of December 30, 2022. Our term loan A balance is $380 million. We drew $400 million from our existing revolver and $400 million from our new term loan during 2023 to finance our purchase of custom wheelhouse in March 2023 and Marucci in November 2023 and to support our working capital. These withdrawals were partially offset by $230 million in payments on our revolver and $20 million in prepayments on our new term loan. In the third quarter of 2023, our Board of Directors approved a $300 million share repurchase program. During the fourth quarter, we repurchased $25 million in shares at an average purchase price of $58.80 per share. CapEx spend for the quarter was $14.8 million, up 81.8% versus the prior year quarter of $8.1 million. CapEx for the full year was $46.9 million, up 7.2% versus the prior year spend of $43.7 million. The increase in CapEx spend in the fourth quarter is due to SSG by testing innovation lab upgrades to BBG.s machine shops and that's powersports of the capacity. Additionally, we stayed true to our capital allocation tenants and invested back into our core. In R&D, we invested $13.8 million. And in sales and marketing we invested $25.8 million, representing 4.2% and 7.8% of sales versus 3.8% and 5% respectively in the prior year period. For the full year, we invested $53.2 million in R&D and $100.5 million in sales and marketing, representing 3.6% and 6.9% of sales respectively versus 3.5% and 5.7% respectively in the prior year period. In PVG, our R&D efforts resulted in 141 new SKUs during the year and we are looking to introduce north of 160 in 2024 and SSG's bike. Our investments continue to drive innovation supporting podium winning FOX riders in both suspension and in components. We are proud that we continue to gain in spec share as well. And we are advancing exciting new releases in the e-bike space. And in AAG, we are focusing on multiple growth vectors. We continue to invest in improving content and design for our off-road upfitting business and in our new business venture in side-by-side updating, where we are designing premium, high-performance state-of-the-art models to cater to different price points. And lastly, we are heavily investing in expanding our e-commerce capabilities across all of our business groups. Now I would like to share some select guidance. We continue facing headwinds in AAG. and PVG due to the higher interest rate environment and macro economic outlook at the consumer level and at the dealer distributor level as the cost of carrying inventory is more expensive. While SSG's bike hit trough levels in the fourth quarter. We expect to see further declines in the first half with the first quarter of 2024 being the lowest since the destocking began as the inventory recalibration is taking longer than anticipated and consumer demand is expected to decline year-over-year but will be partially offset by new product launches and growth in e-commerce. For the first quarter of 2024, we expect sales in the range of $315 million to $350 million and non-GAAP adjusted earnings per diluted share in the range of $0.17 to $0.27. Our net sales and EPS are lower year-on-year in Q1, given the continuation of bike OE destocking overhang from the UAW strike that impacted chassis availability and mix, model year changeover timing which is delaying dealer purchases and weaker demand from powersports and PBG. We expect to see sequential improvement into the second quarter as Bike Wheels prepare for model year 2025 releases, chassis mix and availability improve model year change for Ram has launched and the expectation that the interest rate environment improves. As a result, we expect the first half of 2024 to decline year-over-year for expanding to growth in the second half of 2024. For the fiscal year 2024, the Company expects sales in the range of $1.53 billion to $1.68 billion and adjusted earnings per diluted share of $2.30 to $2.60. Our full year guidance assumes an income tax rate to be in the range of 15% to 18%. Our belief is that this race will be won by the innovator. And given our robust pipeline of innovative products, industry-leading market share and best-in-class brands. We believe our product roadmap supports our 2025 vision of $2 billion in sales. However, our vision of $2 billion in sales and 25% EBITDA margins will depend on several factors including, uncertainties on volume and product mix since we are largely tied to OEMs, the larger macro environment including interest rates and our exit rate in Q4 of this year. As a result we will revisit 2025 aspirations, in the second half of this year when we have more visibility. We're certainly operating in a dynamic environment. And we'll continue to watch retail and consumer trends to adjust our costs and business model accordingly. However because of our strong and flexible capital structure, we are working from a position of strength during this downturn and investing in our future. With that, I would like to turn the call back over to, Mike.

Thank you, Dennis. As we start the New Year, we recognize that we're still managing through some of the same challenges that we faced last year. However, I have never had more conviction in this business or this team based on a number of product launches, new customer relationships, exciting developments around EV platforms, the ability to sustain and increase our pricing based on innovation and advanced product development and our international expansion. There is much to be proud of our accomplishments. And I'm energized by a future where we are shifting into a higher gear across the enterprise. The team remains galvanized on winning, as we prove every day, in every way. Armed with a strong balance sheet, cash flow and our One Plus One Equals Three Strategy, I could not be more excited about our positioning and our future. I would now like to open the call for questions, Operator?

Thank you. [Operator Instructions] And we'll take our first question today from Larry Solow with CJS Securities.

Good afternoon, guys. I guess the last question Mike…

Hey Larry.

Hey. A lots of moving parts or feels like not a lot of new issues, but the issues have just gotten deeper and a little and probably a little worse. I guess, what -- clearly your guidance builds a big ramp up not only in sales, but margin as well as the year progresses and we become vagaries and train our reps to share what your what your guidance incorporates in terms of what you had in the year, but clearly a lot higher than what you start to hear. What is the idea with the revisions that are working on? How much of that correction from today to year end, is just driven by improved chassis supply, OEM production and slowdown inventory destocking which hopefully maybe a little bit less certain that you know, but if you can get most of those improvements versus kind of an improvement in demand that you need to drive from today to year-end to get that? You know that part of that question just kind of can you bucket like how much of that improvement is driven by some of the demand versus some of the things that hopefully will improve just overtime.

Yeah. Thanks Larry. That's a good question and a lot of questions. So let me take a minute to focus and get you back with an interesting feedback. The things that give us positivity towards the back half of the year or the number of product launch that start now and continuing through the year. So internally the things that we can control you know our quality of product, product innovation and product launches and an example in PDG alone PDG alone were launching 150 new products this year alone that that's over 140 that we launched in 2023 to support 2024 and a year prior that was 42. So you can see that we have been on our goal of driving new product development, which is key to our business. So our product portfolio and product road map this year supports that exit rate. That vision for the back half, what we believe will materialize to continue to drive volume with those product launches or things like the -- 2025 vision happened in, very comfortable, but negative volumes -- the volumes of 25 bikes. That's the question that has materialized. We do see interest rates start to come down a bit, consumers more confidence in those big spend items. Again on the high end of our range and with a highly affluent customer less impacted, middle range those interest rates do matter. So that macro has to continue to improve in the back half. And then OEMs is going to get back to the forecast, what we saw in the late Q4 timeframe as OEMs really backed off their commitments and forecasts. Interestingly enough when you think about what it was like in COVID, Larry where they would under forecast when we would over deliver typically come back and ask for more, we got under new environment in 2023, especially late 2023 were they over forecasted and then backed off massively. And so we've learned a lot in this process and now when we think about our forecast, we're pretty conservative and we tend to hedge down versus heads up that we had to do in years past. You are seeing that too. We have to get back to actual forecast that we can believe in. And as we do that, I think we'll be in great shape.

Have you seen and it's a real switching demand. I get that the interest rate environment higher interest rates the dealers don't want to hold as much vehicle. But in terms of end market demand, are you actually getting feel at least from some of your higher end markets and the vehicle side, are you seeing any actual customer slow down too? Are you just more fearful that that could occur in this environment?

I think we’re not seeing customer slowdown in aftermarket for sure. So many customers are moving away from buying a brand-new vehicle and fixing the one they have in their driveway, we've talked about that. As you know eventually things we have going for us is in the portfolio is that it is early and that was slowed down because new vehicle sales slowdown than – they’re not multiple shop. I'll tell you this though on the OEM side and we'll talk about Raptor and Raptor R in a lot of those projects, Ranger Raptor their max capacity in 2024. So we're not seeing any slowdown in the sales of those units. So we have a lot of conviction that customer has stayed just as strong in other parts of the business where we see some of that start to soften.

Got it. And then just last question, it sounds like there's not much in terms of cost cutting, you're not cost cutting too much because you're expecting a rebound in these businesses. So margin rule will likely suffer again in Q1 maybe even a little bit worse than they were in Q4, and then start to improve, leverage improve in the back half of the year. Is that a good way to look at?

That's a great way to look at it. We're doing some optimization of cooperation in the corporate side just to be better and more efficient. That's just improvement in my mind that should be an ongoing event. We're doing some channel impact as well. For whatever reason we don't need a shift right now and we don't need a certain nature for something like that. But for the majority of us, we understand that we're in a near-term problem and it's hard to find great people. And we had a huge round of condition and a long-term future. So we're sticking to them, we’re sticking to enterprise map.

So you'll see sales, marketing, R&D, we're going to continue to spend, all through this period. I think it's the right move for the future.

Understood, great. Thank you for the color. I appreciate it.

Thanks, Larry.

Next we'll hear from Alex Perry with Bank of America.

Hi. Thank you for taking my questions here. First, just something we can get some more color about how you're thinking about the various business segments for the year, maybe SSG versus PVG and AAG from a growth rate standpoint. And then I guess, if we just isolate the legacy SSG business, how are you thinking about that coming in versus the $370 million that you did in 2023? Thanks.

Yeah. Good question, Alex. So we talk SGG specifically here for a second. So we're not expecting, you'll see it in the guide. You can see it obviously in the guide. We’re not expecting any improvement necessary this year, just as a function -- the first half being down and the back half recovering the inversion of 2023 and 2024 as Dennis talked about. So we'd like to feel comfortable in that business this year. We think there's an opportunity for improvement in that business this year. Our forecast visibility there is or our pure visibility is pretty short of 45 days. So while our customers give us, as you heard from my answer to Larry, our customers give us a glowing forecast that we love to see, we take that with a big grain of salt. And so right now, we don't have that big indoor numbers, and so we're expecting that business to be flat to down in 2024. In the other businesses, it's really a reflection -- it's going to be a reflection of power sports mainly and PVG and potentially so many automotive spaces. They go through their cycling changes and things like that. But that's really going to be driven by OEM. We've got our aftermarket built absolutely the way we want it built. We're going to do a lot of product launches in aftermarket. That will help us, but when there's so much volume in OEM, it's going to be their forecast rising top. And so we're, again, reeling this forecast and hedging this forecast to give us some room for improvement later in the year.

And relative to AAG, I mean, this is mainly a flattish year for them, in the sense that we've got the upfitting business is relatively flat, but we also have the new side-by-side operation going into effect that I think will help us offset some of that decline that we're seeing in the first half of the upfit business.

Perfect. That's really helpful. And then just one other modeling question. What is the expected Marucci contribution in 2024? Any help on sort of how that plays out by quarter given the seasonality of the business? Thank you.

Yeah. Putting me in a little challenging position here because Cody certainly has not gone live yet with the results of Marucci. But what we do know is this. Like through three quarters last year, Marucci delivered about $144 million. With us, they did $17. So essentially, you're at $160. And so then you just got to account for that period of time, October to November, where Cody has not reported yet. My take on it is they probably had a bigger October and early November because that would have been pre-Black Friday sales. So roughly speaking, I'm guessing these guys were probably around $180, $185-ish. That's how I would get there. I think that would be normal assumptions that you guys could make as well. And then so just put some growth on top of that, right? That's probably the best way to look at it without me giving you more details. Does that make sense?

Perfect. Yeah. That's incredibly helpful. Best of luck going forward.

Thank you.

Our next question will come from Craig Kennison with Baird.

Hey, good afternoon.

Hi, Craig.

Hey. Thanks for taking my question. On the PowerSports side, I'm curious how recently your PowerSport OEM customers reset their order pattern with you?

Yeah. I would -- it's not digital. Craig, think about it as a bit more analog. But it started kind of post-Labor Day and carried into Q4. The biggest shift was probably really late in Q4. Call it December and early January. And the reduction in between December and early February was significant. So that's what really caused us to go what? We're not going to take these forecasts at face value. We're going to back off because these customers are in the process of backing off on their own and they're just not telling us yet. So that's what you're sensing from us is that conservatism is really just coming from. As we saw the really significant reduction in December to February, that they're having some inventory challenges.

Yeah. Thanks. Yeah. That helps. We've done some work in that area. It just feels like an inventory issue and I'm wondering whether the recent glut that we've detected has been processed in your guidance or whether there's still another signal for the whole channel to absorb.

I think it's in our guidance. We've -- like I said, we've taken the forecast that we get and we've hedged them down based on what we're seeing in the actuals on a real-time basis. Could get worse potentially. The good news is we're actually approaching some new customers and some new products this year in that space that might help offset some of that. So like I said before, product development and product roadmap is everything for us and I think we can help offset some of this with some of that. It's just we don't -- we're not going to buy into the current forecast that we would be given for the year and believe it completely.

Yeah. Great. Thank you.

Thank you.

Our next question will come from Michael Swartz Truist Securities.

Hey guys. Good evening. Maybe sticking with the bike business businesses and maybe provide a little more color around your commentary on the model-year 2025 changeover and the timing there within? And also are you seeing any difference in the behavior between some of the larger global OEMs and some of the more domestic oriented customers?

Yes great. Great question. Like my perspective is this what we're seeing is the smaller boutique whether it's in Europe or in U.S. companies by companies that are actually in that inventory problem or have already actually the inventory funds are already back on the gas rewards second tiers down to value 2025 with those companies which is obviously a great sign of positivity. That's the good side. The bad side is while we have tons of spec among the 2025 launches for later in the year with the big global guys that you referred to, we're confident they'll have the we'll move the model year 2025. What we're concerned about is what's the volume behind that model 2025 launch that that’s going to have. So, we are pretty comfortable that all the companies will be among the 2025 by late Q3. It's just a function of what the volume of model 2025 as they exit their inventory challenges. That's how we're going to remit on lower spec. We're gaining back. We've got some great new product launches and we're actually seeing some products that we just recently launched on sell out fairly quickly in the aftermarket. So, there's some green shoots out there, it's just too early to say we've won the war, this destocking that we've all faced and we have to give it some time. It probably will not be that aggressive about it.

Okay awesome. Thanks Mike. And then maybe for Dennis and you just referenced that you're adding some growth for the Marucci business in 2024 as it pertains to what's embedded in your guidance. Maybe remind us again what the big growth opportunities are in that business maybe both 2024 and longer term?

Yes, one of the things that really impressed us when we purchased them back in November was the multiple growth vectors that they had and some of them that we're expecting to capitalize on this year. There are clearly continuing to see strong growth in the back on strong growth in softball. It's probably one of the fastest growing sports out there. Feel like we're well-positioned to demonstrate some growth there as well. It got some really, really cool apparel launches and you're trying to keep a tight, tight lid on those. But those are due to come out as well this year. And then we'll see continued expansion on the hitters house as well. And so that should be revenue generating for us too. So, again lots of lots of strong growth opportunities here and then strong accretion in the margin side as well. On one final point international expansion is pretty significant too. So, we'll be expecting some news there as well just because we're getting more of a presence there in Japan. And so we should start to see some acceleration there.

Okay. And just a follow-up on Marucci here. Are you embedding any material synergies? You've talked about the cost synergies. Are you embedding any of those in the 2024 outlook?

Not in 2024. I think the opportunity for that in 2025. Got some work to do in 2024. And I don’t think there's any significant opportunities by the way and we'll update that in our 2024 guidance.

Okay. Awesome. Thank you.

Our next question will come from Bret Jordan with Jefferies.

Good morning guys. Just follow-up I guess on the Marucci, the seasonality I think you talked about maybe 180, but maybe some strength around things like ball sales, but how do we think about that on a -- if I take itself into the start of baseball season and maybe softens after that, but how what's the quarterly shakeout?

Seasonality, you see more extreme than that than it is now Bret. The numerous product launches that Dennis referred to in the different spaces, not just [indiscernible] and rest of the product portfolio. Again 45% of business today is not bad per se. So, that's taken some of that seasonality out. And I think we'll see -- their biggest quarters typically are used to be historically Q4 and Q1. What we're seeing now is Q3 is actually quite a big quarter for them. So it's Q3, Q4, the lighter quarter by being a little bit lighter quarter being Q2. So in terms of what products we launch and when and as we enter some new spaces, I think we can we absorb that even further into a more even revenue throughout the year.

Okay. And then, I guess we haven't talked in the last couple of quarters about the margin potential from diesel production leverage. Is that something that -- is there a number we need to get back to before you start getting the fixed overhead absorption there or have you changed your thoughts as far as the lever 250 basis points plus of margin potential from that facility?

We saw a lot of improvement in 2023, although Q4 we didn't see any, of course, as we called out in the prepared remarks just because of the UAW. So we're back on that path now in Q1 and we'll keep pushing all those improvements throughout the year. But we came a long way, until let's say, Labor Day and then just some softness in the UAW. So we know what to do volume does matter to your point. So, once we get pass or not over pass UAW moving forward, I think we'll see that come back in.

Great. Thank you.

Our next question will come from Anna Glaessgen with Riley.

Hey. Good afternoon, guys, and thanks for taking my question. I guess, I'm trying to understand a little bit better, what's changed since you last spoke in November, the last report. It seems like the UAW strike impact at least at that point was fairly well understood. You had started incorporating higher interest rates in terms of dealer reluctant to take inventory. Would it be fair then to say that this powersports shifts and inventory recalibration is kind of the biggest piece that's moved since then? Any way to kind of frame out those buckets a little bit more would be great?

Well, I think, in general, this is really just a function of OEM forecasting and OEM softness. Noble Duchess and powersports either, that's probably the main the major contributor in December in Q1. We do see some softening in the automotive space, not necessarily the high end vehicles and other vehicles. We see some softening in AAG, just relative to floorplan financing as we've called out in the past. Is it more significant from? Yes. So now, it's really a function of floorplan financing tied to do you have the right product on the right what. We had the Shelby Trough at $120,000-plus, you'll buy. Is it to $75,000 and round check you made up your line. So, it's just a function of macro interest rates and mix. And I think that stuff works itself out. Its metal against our own product development or product roadmap issues. It's just around where you have to have something new and fresh where consumers want to spend their money. And I think you're seeing and how our company like ours that you can -- if you can create something, that's enticing to a consumer, they're going to pull out a lot of you spend money. And if you don't then that's a problem. So these product launches in 2024 are going to be incredibly important to our growth and success this year.

And I think the other thing to add to that Mike would just be bike. Certainly it was a little softer than what we had expected when we were out with you in November. So, clearly there's been some deterioration in demand. And so, we built that into the forecast. This is in the first quarter and we should start seeing growth there in the second quarter as more and more of these OEMs go to that model year 2025. It's a good point you've heard me say the faster they get out of this probably the better off. We're all going to be so steps toward paying just take it and get it done. And I'm not so worried about a quarter whether it's Q4 or Q1, I want to get back to a normalized business pattern or product. Well, this picture shows how differentiated we are, but I can't sit there until they get through this stuff. Sounds like just take the pain and go with it was dealing.

Thanks. I just want to clarify, well, does this benefit you think back to growth in 2Q or was it the second half?

Sequential, sequential growth. We should allocate Q1 to Q2 to be sequential growth and then the back half would be growth from with our current expectations.

Got it. And yes, on that going back to the prepared comments, I think you said SSG should be, but I like the lowest level in 1Q since the destocking has started. So that would be -- it's up to $72 million in 3Q. Is that the right way to think about that?

That is absolutely correct. We will be lower than $72 million.

Okay. Thanks. That's it for me.

Yes. Thank you.

Our final question will come from Jim Duffy, Stifel.

Thank you. Hi, guys.

Hi, Jim.

Good to hear your voice again. Good to get an update on the business. I appreciate it's a difficult environment for sure, and I appreciate visibility is a challenge. With that in mind, can you help us a little more detail on your process and the assumptions that are shaping the guide? I wanted to dig in some on the upfit business, which has been a big driver in recent years. Dealerships have been destocking. I appreciate floor plan financing has been a challenge. Where are they in the destocking process? Like how much aged inventory is still around? Is there a framework you guys use to think about this, be it number of dealerships, vehicles per dealership, that type of thing?

Yes. I mean, framing up some of those components, again, just starting with SSG, we are off to a slower start in Q1. We are experiencing those trough levels now because of demand, because of where the OEs are at right now. That's clearly a pretty significant factor in the guide, right? So just a softer SSG business overall year-on-year, so flat to down year-on-year, but especially in the first half. From a PVG perspective, again, last year, fantastic growth when you think about it with 21% year-over-year growth with a UAW headwind and a slow ramp-up. And as we start to move into Q1, that power sports division is off to a slower start. And so that's clearly built into our guide, and that's shaping a tougher mountain for them this year because of a weaker power sports group. And that's -- we're seeing that with the dealers and distributors just having a tougher time with the floor plan financing there. And then in AAG, again, fantastic growth over the last couple of years with the upfit business. I mean, it was 40% for two years back-to-back. And so that growth is fantastic in the upfit business. But this year, definitely slower just because we're not getting the right chassis. We're not getting enough chassis. And then you have dealer floor plan financing just really inhibiting dealers from taking more risk and putting the product on their lot. And so that's having a pretty significant influence on us, and quite frankly from a margin standpoint as well.

On the upfit business, it does. Just more on the upfit business, are you close to a point where sell-in can more closely match sell-through? Or is there even opportunity for restocking in that up-fit business, given all the destocking that's happened on dealer lots as the year unfolds?

You know, Jim, it’s mike let me jump in. So what we're seeing from the dealers is a very conservative approach to model your changes. So let's say you're a Ram dealer. You know, Ram has had the same truck for five years. They haven't updated that truck in the last five years. And so while there's inventory available for them to put on their lot right now, they're holding out for model year 2025, which is actually going to get launched in early 2024. So you'll find dealers who because of full-time financing, that don't want to go with the current model year, because they're just going to wait for the next model year. In this case, it's going to come out fairly early in the year. So you've got to challenge the dealer who's really trying to understand, what do I want to have on my lot and when? How many vehicles do I want to have on my lot? It's a dynamic that's pretty interesting. It just means, as I said before, it's going to come down to, do you have the new product, the new models with the new custom packages? When you have that, the selling and stuff will work out just fine. I don't think it's going to be a problem at all. Even if we're still in a bit of an elevated interest rate world, I think if you can show the customer something new and fresh, they're going to come buy it. And we feel the same way about side-by-side upfitting. But it really comes down to when do those new model year vehicles launch and how fast can we get our custom up-fit model year trucks out the dealer lots to sell.

Thanks for that, Mike. Last question for me. I'll take the rest offline. But I'm still trying to get my arms around the influence from the UAW strike which platforms have been most influenced by the UAW strike. And I'm curious like how this rolls forward. Is there catch-up opportunity from the strike? When would that start to manifest in the numbers. And then specific to that auto OEM business is there now a difference in the timing for new platforms like the Ranger Raptor or even the ramp of production for vehicles like the Bronco Raptor and so forth which we had been thinking about is nice incremental contributors.

Yes it's interesting. What we're not being told that you that is specifically changed a lot timeframe for a vehicle from our OEMs looks to us like some of these things will UAW potentially induce. So we saw some things push into Q1 of this year that were supposed to be launched in Q4 of last year. I'm just curious there's an implication there. Again nobody says that out right Jim. So it's hard for us to just make that statement over infer that from what we've seen on now. I think what we saw was some cash some companies OEMs were faster to get back on production in November and others really kind of let the year play out. I think there are enough inventory out there and the dealers said to not be in any real hurry to get back to full production. And we saw them exit the quarter not being back at full production which was interesting to us. And now it's we expect that number to be forecasted but in fact what materialized. So I think we also on a long-term basis I think there is some catch-up that can happen on Bank rate is so influenced by the macro. So influenced by the model year changes in buyer interest rates. It's hard to just take a number out of Q4 and we apply it to a core any quarter this year. So I think there is positivity by I would be hard-pressed to say that there was a one for one, move from Q4 into Q2 or Q3. We might, but we'll have gotten on that just yet.

I understand. Thank you, Mike.

Thanks Jim.

We'll conclude today's question-and-answer session. I will now turn the call over to Mike Dennison for any additional or closing remarks.

Thanks, James. And again appreciate everyone's interest in Fox Factory and a good evening. We'll talk to you soon.