FOXF - NASDAQ

Thanks, Toby, and thanks to everyone for joining our fourth quarter call today. I want to use our time today to do something beyond a traditional quarter recap. While we'll cover our fourth quarter results, the more important conversation is about where this business is headed and the specific actions we are taking to improve profitability. We have a comprehensive plan. We're executing against it, and we want to make sure you leave with a clear understanding of the building blocks and how they translate into meaningful improved margins. To this end, we've shifted our guidance approach to lead with adjusted EBITDA to better align with the goals we will outline today and importantly, so you can more easily measure our results. Full year sales were $1.47 billion, which was an increase of 5.3% and fourth quarter sales were $361.1 million, which was an increase of 2.3%. While we demonstrated the relevance of our brands and products across our end markets, our margin performance was not where it needs to be. Revenue growth alone is not the objective. Profitable growth is. And the actions we're laying out today are designed to close that gap with urgency. Ultimately, we are a growth company, and our product pipeline is focused on sustainable long-term growth. However, in the near term and specifically 2026, we must rebuild profitability to establish the appropriate foundation for future growth. We began our initial cost reduction program at the beginning of 2025 with a goal of setting the company on a path to restore our historical adjusted EBITDA margins to the mid- to high teens and accelerate our path to balance sheet improvement. I'm pleased that we successfully delivered our Phase 1 $25 million profit optimization plan on target and on time. This was a comprehensive effort focused on footprint optimization and continuous improvement across all 3 of our operating segments. We consolidated facilities in our AAG and SSG businesses and completed warehouse consolidation work that has positioned us with a more efficient distribution footprint going forward. We improved our supply chains and utilized our machine shops more effectively. While the unforeseen tariffs masked the underlying savings we've achieved, these proactive actions proved to be a valuable tool to help us accelerate countermeasures and tighten our operations. We recognize that there are significant savings to capture and that our work must continue. And we are accelerating our efforts to position the business to achieve best-in-class EBITDA margins when cyclical forces abate and our end markets return to growth, which brings me to Phase 2 of our profit optimization strategy. Where Phase 1 was about consolidation and efficiency, Phase 2 represents a fundamental shift in how we are thinking about the business. Focusing on our core high-margin businesses and products to have elevated FOX and its portfolio of brands to be the leaders in their respective industries. We will continue to operate with a continuous improvement mindset. And as part of our Phase 2 efforts, our leadership team has identified specific cost improvement actions to materially improve profitability while strengthening our core and enabling long-term growth. We have identified critical opportunities across the business, some larger than others and some more complex than others, but all of them lead us to a simpler, more focused and more durable business profile. Dennis will walk you through the financial details around this in his remarks, but I want to take a moment to provide a clear view of the targeted areas of work in 2026. First, business line rationalization. We're exiting businesses within segments that are not accretive from a margin perspective today. The footprint work in Phase 1 gave us better visibility into true profitability by product line and by business. Now we're acting on that visibility. For example, by the end of the quarter, we expect to have divested our Phoenix, Arizona operations, which were dilutive in our AAG segment margins. The exit of Shock Therapy, Upfit UTV and Geiser is expected to reduce working capital and SG&A, improve margins in both percent and dollar terms and simplify our model. The changes are reflected in our 2026 guidance and are the first examples of our rationalization plans. We are not done. We are aggressively evaluating all noncore businesses and all product lines across the entire FOX portfolio and we'll pursue appropriate action where the return profile does not meet our expectations. We will look at strategic alternatives for any business that doesn't deliver 3 key elements: aligned with our core brands, synergistic to our vertical offering and has a durable ability to achieve sustainably accretive profit to the enterprise. Second, supply chain and material cost productivity. We are continuing to evaluate our operations to determine where we have the opportunity for further productivity either through better utilization, reduction of footprint, make or buy optimization efforts and supply chain improvements. Additionally, we are working aggressively to reduce material costs through redesign or actions with suppliers. This work is critical to achieving our margin expectations. However, some of these efforts will necessitate some short-term expense to deliver. And third, a significant reduction in operating expenses. We have opportunities to reduce spending across sales, marketing and G&A functions. We will address marketing and R&D spend that is not aligned with growth and our profitability expectations. These are difficult decisions. We don't take them lightly, but they are necessary to rightsize our cost structure for the business we are running today. In aggregate, our actions are targeting approximately $50 million of incremental realized savings in fiscal 2026. These actions will drive meaningful bottom line improvement in our 2026 results and more importantly, return us to the appropriate foundation to build revenue growth in 2027. In conjunction with our Phase 2 profit optimization initiative and towards our ongoing prioritization of balance sheet improvement, we are also reducing our CapEx spending. We have been in an elevated CapEx cycle where we are spending 3% plus of revenue. In 2026, we're targeting a step down to approximately 2% of revenue. With several years of investment having been made in product capacity and innovation, we have the assets in place to achieve our near- to intermediate-term goals. This shift isn't compromising our ability to grow, but rather is better characterized as a militancy around ROIC metrics and focus, which is driving improved free cash flow generation to help accelerate debt paydown and strengthen our balance sheet. Beyond these management-driven actions, we announced earlier this month that our Board of Directors will be establishing a Transformation Committee focused on operational excellence and margin improvement. The committee will begin its work in the coming month and is expected to advise on the existing Phase 2 actions we have already established as well as unlock additional opportunities that would be incremental to the $50 million target for 2026. Taken together, this is a comprehensive effort with management and Board aligned that will move with urgency. We're not simply managing through a cycle. We're fundamentally repositioning this company to deliver greater operating leverage as we deliver growth over the next several years. Before I get into our segment performance, I want to address an organizational change. As we initiate our Phase 2 cost actions and support the Board's Transformation Committee, Dennis will be dedicating his full attention to these efforts alongside his responsibilities as CFO. To that end, I assumed responsibility for AAG earlier this month to drive critical actions. This is a short-term need to execute the critical actions within AAG, such as the expected divestiture of Phoenix operations I mentioned earlier and overhaul our PVD business as well as meaningful actions within the rest of the portfolio. We will revisit the leadership of this segment later this year once this work has been completed. I want to take a moment to thank Dennis for the work he has done leading AAG. Dennis laid the groundwork for the decisions and actions that are necessary going forward, and I appreciate his time and focus over the last year. While there is much work still to be done in AAG, I believe it will be more efficient and productive short term for me to drive the product line decisions and optimize the operations to support our near-term goals. It's the right time for Dennis to redeploy the same intensity he showed with AAG toward the next phase of our broader cost transformation that will benefit the entire enterprise. Now with that, let me turn to review our segment performance for the fourth quarter. The PVG segment delivered as expected in Q4, overcoming extraneous challenges with net sales of $116.7 million, with our automotive OE business remaining reasonably stable and predictable throughout the quarter. We benefited from our position on premium vehicle SKUs, which continued to outperform the broader automotive market even in challenging conditions. Importantly, PVG delivered margin improvement in fiscal 2025, demonstrating the benefit of our Phase 1 cost actions flowing through to the segment level. This is the type of execution we expect to see across all segments as our Phase 2 actions take hold. The aluminum supplier disruption at our OEM customers impacted our volumes as expected in Q4, creating some timing challenges for both our OEM partners and our business. We estimate the disruption impacted our Q4 revenue by approximately $8 million as compared to historical norms. However, I want to emphasize that this is a temporary issue that will be resolved. Despite this headwind, the underlying business momentum remains strong as our customers expand the product platforms that we support. Our Power Sports business continues to stabilize and improve. We're seeing encouraging signs from our expansion into the motorized 2-wheel space, where growth from new customers is helping offset sluggishness as well as increased content with some of our leading OEM partners, which provides confidence in our ability to drive long-term growth in this space. This diversification strategy is allowing us to navigate through the varying stages of industry and macro cycles across our end markets. On the product development front, our Live Valve aftermarket launch at SEMA in November was exceptional. Previously, enthusiasts could only access our best technology through new vehicle purchases. Now we're expanding access to our dealer and installer network. This is the most advanced technology available in the off-road aftermarket and early indications suggest strong demand from our enthusiasts. In addition, our product development work with OEMs has landed us new platforms with Ducati in motorcycle, Airstream across several premium RV models as well as early revenue from 2 large well-known EV brands in both autonomous mobility and performance off-road. These programs are designed to deliver early revenue now while full production will provide real growth in '27 and beyond. Turning to AAG. As I mentioned, we are taking portfolio actions across the business, and AAG is an area where these actions will have a particularly visible impact in the near term as we divest our operations that were dilutive to the segment's margin profile. These exits will be immediately accretive to AAG's profitability after close. We will continue to evaluate all businesses within the segment against our go-forward return expectations. With that preface, AAG delivered net sales of $126.2 million, up 12.5% year-over-year and 7.1% sequentially, driven by strong demand across our CWH, Sport Truck and RideTech businesses. Importantly, AAG margins would have been meaningfully stronger when excluding the dilutive operations I just described. As I previously mentioned, additional work in PVD and other areas will enable us to fully capture margins in that business necessary to drive a sustainable margin profile necessary across AAG. On the OE side, the programs we've been cultivating will underpin AAG's long-term profitable growth. The performance truck program we launched in Q3 with a major OE partner has been an immediate success. Our initial units are sold out, and we have a strong backlog building into 2026. We did encounter temporary supply chain complexities associated with this pivot to a more OEM aligned strategy, which has been identified and is getting the attention it needs for improvement. During the quarter, these supply chain issues delayed shipments of approximately 300 units to late Q1 and Q2 of 2026. These aren't just one-off builds. They represent a deepening relationship with OEMs who see us as an innovation partner, not just an upfitter. And in Q1, we secured a second similar program with Ford, which was announced at the NADA show earlier this month and is activated for their dealer relationships across the country. These investments further validate our strategy of creating differentiated high-performance vehicles that command premium pricing and provide more predictable and sustainable revenue and profit streams over time. SSG performed largely as expected in what continues to be a challenging environment across both bike and Marzocchi, with Q4 net sales of $118.2 million, down 5% year-over-year. The bike industry as a whole continues to slowly stabilize amid what remains a complex environment. Tariffs are adding pressure to OEMs and driving inventory levels below historical norms. And we're seeing the rise of disruptive market entrants create new competitive dynamics that have forced some legacy bike brands to reconsider their offerings, consolidate or cease operations. Against this challenging backdrop, our bike business ended fiscal 2025 slightly above 2024 in an industry experiencing turbulence and challenges across many of our OEM customers. We believe our stability is a meaningful proof point for the strength of our brand and our competitive positioning. And consistent with our broader messaging today, we're not chasing revenue. We have the financial strength to lead with our brands and a discipline to protect our margin structure while the industry works through its cycle. Our strategy focuses on 3 critical objectives. First, product expansion to leverage the changing mix toward e-bikes and new categories; second, customer expansion to build long-term growth partnerships with the new companies aggressively redefining the sport; and third, continued cost optimization to maintain best-in-class margins even in a flat revenue environment. Turning to Marzocchi. As expected, Q4 was stronger than Q3. The sequential improvement reflects the shift in our distribution channels toward retail that we discussed last quarter as retailers took inventory of our new products ahead of the holiday shopping period. Nevertheless, this was a departure from the plan we had forecasted at the beginning of the year, and we recognize that profitability remains below historical rates in our recent expectations. This margin compression reflects our long-term strategic growth investments in new categories like softball, in-house engineering capabilities, go-to-market improvements and the impact of tariffs. While we maintain our conviction that Marzocchi is the best business in baseball with the best team in baseball, our strategic review of this business will unlock alternative options for consideration as we drive the focus on our core business mentioned previously. Before I turn the call over to Dennis, I would like to recap 2026. In the near term, we are focusing our efforts on meaningful margin improvement. As part of our Phase 2 optimization efforts, we're evaluating all businesses within our portfolio to ensure they meet our profitability standards and strategic objectives. In summary, we're not counting on market recovery or tariff relief. Given these macro realities of elevated interest rates, soft labor markets and channel partners' tightening inventory levels, we remain focused on what we can control in 2026. And with that, I'll turn the call over to Dennis.

Thanks, Mike. I'll begin by discussing our fourth quarter financial results, followed by our balance sheet, cash flow and capital allocation strategy before concluding with a review of our outlook for fiscal 2026. Total consolidated net sales in the fourth quarter of fiscal 2025 were $361.1 million, an increase of 2.3% versus the same quarter last year. Gross margin was 28.3% for the fourth quarter of fiscal 2025 compared to 28.9% in the fourth quarter last year, with the decrease primarily driven by shifts in our product line mix and impact of tariffs. Total operating expense for the quarter included a noncash goodwill impairment charge of $295.2 million related to our share price. Adjusted operating expenses, which excludes the impact of the goodwill impairment charge, restructuring and other discrete expenses as well as the amortization of purchased intangibles were $82.6 million or 22.9% of net sales in the fourth quarter of 2025 compared to $76.4 million or 21.7% in the prior year quarter, with the increase primarily attributed to the reinstatement of incentive compensation payouts for the current year compared to no bonus payouts for the prior year period. The company's tax benefit was $33 million in the fourth quarter of fiscal 2025 compared to a tax benefit of $4.1 million in the same period last year with the difference being driven by the impairment of nondeductible goodwill recognized this year. Adjusted net income normalizing for the goodwill impairment was $8.3 million or $0.20 per diluted share compared to $12.8 million or $0.31 per diluted share in the fourth quarter last year. Adjusted EBITDA in the fourth quarter of fiscal 2025 was $35 million compared to $40.4 million in the prior year period. Adjusted EBITDA margin was 9.7% in the fourth quarter of 2025 versus 11.5% in the prior year period. Moving to the balance sheet and cash flows. We continue to execute on working capital management with improved inventory positions supporting our cash flow generation. We also made progress on balance sheet deleveraging, which remains a key priority, which will also be impacted by our progress with the Phase 2 actions that we laid out today. We paid down $13 million of debt during the fourth quarter for a total reduction of $33 million for the year, bringing fiscal year-end debt to $673.5 million. Looking ahead, the combination of our Phase 2 cost actions, CapEx discipline at approximately 2% of revenues and working capital improvements, they are designed to accelerate free cash flow generation and drive meaningful balance sheet deleveraging in fiscal 2026. Now moving on to our outlook. We are introducing full year 2026 guidance that reflects a decline in our top line expectation, which is largely a combination of the business divestitures, product line rationalization and a slightly down market while driving meaningful margin expansion through a comprehensive set of actions that span every part of our cost structure. There are a number of moving parts, so I want to walk you through how they come together because we think it's important that you appreciate both the building blocks and how they roll up into our outlook. We entered fiscal 2026 with momentum from the achievement of our Phase 1 cost program, which delivered $25 million in realized savings in fiscal 2025. We expect approximately $10 million of those actions to carry over as incremental year-on-year benefit in fiscal 2026 as we annualize a full year of footprint and network consolidation savings. Building on that foundation, the Phase 2 elements Mike introduced related to business line rationalization, supply chain and material productivity and a reduction in operating expenses will target our SG&A structure and the complexion of our business portfolio. These actions are expected to deliver approximately $40 million of incremental savings this year in 2026. In total, Phase 1 plus Phase 2 is expected to generate approximately $50 million in cost reductions this year, supporting the approximate 200 basis points of adjusted EBITDA margin improvement that's implied in our guidance. In the near term, we expect margin pressure to remain visible as we work through our supply chain improvement efforts within the AAG segment. We will also continue to feel the impact from the dilutive Phoenix operations through its divestiture toward the end of the first quarter as well as the ongoing effects of tariffs that won't anniversary until later in the second quarter and represent an approximately $15 million of headwind in the first half of the year. Looking toward the balance of the year, we expect a material improvement in EBITDA margin and dollars. To summarize clearly, we are taking comprehensive actions that will provide measurable benefits in 2026. This translates into a material positive step change of approximately 200 basis points improvement in adjusted EBITDA margin from our 2025 rate of 11.5%. The collective focus around these initiatives is strong. This is something we are driving at every level of the organization from the Board and executive team through every operating segment. And as Mike mentioned, the Board's Transformation Committee will begin its work in the coming months, partnering with external advisers to identify further opportunities. Any additional savings that come from that process will be incremental to the approximately $50 million of incremental cost saves from our Phase 1 and Phase 2 profit optimization efforts. Bringing this all together, for the first quarter of fiscal 2026, we expect net sales in the range of $343 million to $369 million and adjusted EBITDA of $27 million to $34 million. To reiterate my earlier comments, we expect the first quarter to be more challenged due to multiple headwinds that aren't fully offset by last year's Phase 1 carryover benefits, including the full year-on-year tariff impact before we anniversary the Liberation Day implementation and difficult comparisons in SSG Bike given the strength of the first half of 2025. As we move into the second quarter and especially the second half of the year, we expect to improve meaningfully. Tariff comparisons normalize, aluminum supply is expected to be fully normalized and the benefits of our Phase 2 actions should materialize. With that context, we expect full year 2026 net sales in the range of $1.328 billion to $1.416 billion, which at the midpoint represents a year-over-year decline of approximately 6.5% and is largely a combination of the divestitures, product line rationalization and a slightly down market that we mentioned. We are guiding to adjusted EBITDA in the range of $174 million to $203 million, which represents a margin of 13.7% at the midpoint or approximately 200 basis points of improvement relative to full year 2025. Capital expenditures are expected to be approximately 2% of revenues, and our tax rate is expected to be 15% to 18%. That wraps up my commentary. Mike, back to you for closing remarks.

In closing, I want to leave you with 3 key messages. First, we're not waiting for markets to improve. The actions we are taking now around Phase 2 objectives as well as capital discipline and working capital improvements are within our control, and our team is executing them with precision and urgency. Second, our fiscal 2026 targets are achievable through self-help. Our outlook calls for material margin expansion on flattish organic revenues. That's our commitment. When markets do recover, we'll be positioned to deliver even stronger results. Third, our business is built to deliver long-term growth, and we will ensure that growth comes with the right margin and leverage by taking aggressive action to optimize the system end to end. Our performance-defining products continue to resonate with customers. Our operational foundation is stronger following a significant cycle of investment, and our Board and management team are fully aligned on creating value for our shareholders. I'm confident in our ability to demonstrate progress this year toward our goals. I want to thank our employees for their incredible focus and resilience during this time. The decisions we're making today, while difficult, are necessary to position FOX for sustainable profitable growth. With that, operator, please open the call for questions.

[Operator Instructions] We'll move first to Peter McGoldrick with Stifel.

I appreciate all the detail today. I'd like to dive in on the moving parts on guidance. So I was thinking -- I wanted to ask if -- as we think about the underlying growth profile of your ongoing business, can you talk about the revenue and profitability related to those that are expected to be sold at the end of the quarter and what that means for the organic business?

Well, what we've been doing is taking a look at the overall complexion of the business, looking at those businesses that are dilutive to our overall profile that we've been expecting. So at the end of the day, after we take out Geiser, Upfit UTV and Shock Therapy, which should happen later on this quarter, that's going to result in a couple hundred basis points of improvement there. And then we're going to continue just to look at other businesses along the way. Marzocchi has not been included in any of this as well.

And to be clear, Peter, when we talk about 200 basis points of improvement relative to the Phoenix, Arizona operations, that's for AAG specifically.

It's a great point.

Okay. I appreciate that. And then as we think about the size and the shape of the go-forward business, can you talk about how much of your current portfolio is -- makes up the sort of the core synergistic and accretive criteria that you pointed to that would be a part of your core business and not related to any potential divestitures or changes in the portfolio?

Yes. I think overall, when I think about core and Mike thinks about core, we're thinking SSG Bike is core to our operations. When you look at AAG, core to those operations there are going to be PVD and then your Sport Truck, RideTech, Custom Wheel House and then on PVG, obviously, that is core to who we are as well. Again, though, we're going to be taking a look at everything as we move forward, making sure that it is lining up with the 3 aspects that Mike talked about during his prepared remarks, and that is alignment with our brands and then it's going to be the synergistic nature of that. We've talked about 1 plus 1 equals 3. That needs to continue as well. And then it's got to have the durability of profit generation over the long haul.

We'll move next to Anna Glaessgen with B. Riley Securities.

I'd like -- I'm curious on the thought process behind divesting the Phoenix business, which is focused mostly on Power Sports. I'm curious the extent to which this is a margin play. I don't know the degree to which that was more dilutive than maybe other businesses within the line, maybe a function of the outlook for Power Sports, at least near to medium term. Just any help there as we contemplate maybe what else could be contemplated within the broader portfolio, as you noted, assessing other noncore assets?

Yes, Anna, it's a good question. When we think about that business and the lens that Dennis just described, which I talked about in the earlier remarks, we have to use a lens of these are good businesses. However, at their current size and scale, to get them to be at the scale we need them to be, to be a productive and durable value component of our enterprise, there is heavy investment, and there has been heavy investment and heavy working capital utilization to support that growth curve. And as we look at the next several years, while they're great businesses, they are hard to own in our portfolio because of the draw on capital, the draw on SG&A and the dilution in the margin for that time frame. So we actually will continue to partner with these companies in product development and innovation in a lot of ways. This is not about us just exiting them in a way that we will never work with them again. That's not the point. The point is in our current portfolio, they just don't fit and the dilution effect over the next 2 years is significant enough that we need to do something different. So this is a well thought out process that we've started in Q4 and, as we've mentioned, executing in Q1.

And then on the guidance, you referenced 3 separate points that are being contemplated in sales, the business divestment, some product rationalization and then thirdly, a down market. Would it be possible to frame up roughly your expectations across the end markets in 2026?

In general here, when we talk about the top line, I mean, essentially, what we're getting at is we are going to scale down the business through thoughtful divestitures and product line rationalization. That will be the bulk of that decrease of about 6.5% at the midpoint. In addition, as we look at SG&A and those expenses, we would be -- we need to consider that if we're going to reduce some of those expenses, they're going to have some impact on the top line. So that's another aspect of it. And then in general, we're just hedging against a macro environment that's a little weaker. And so while we always expect our products to outperform, we're trying to put a hedge on the overall market there as well. And so I'd leave you in summary with its divestitures, product line rationalization result in the bulk of the decrease, then it would be the impact of the cost-outs on the SG&A line that deliver that 6.5% decrease.

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

Can you talk about tariffs? What was the net impact to the business? I don't know if you mentioned it or not in '25? And what is baked into guidance at this point, assuming no material changes with all the happenings as of late?

Yes. So that's a great question. Thanks for that. And so essentially, what we experienced in 2025 was $50 million of gross tariff impact. We were able to offset $25 million of that through cost-out initiatives, et cetera, with supply chain, passing on cost to suppliers and customers, et cetera. And then going forward into 2026, we're estimating an additional $30 million of gross tariff impact, and we expect to mitigate about 50% of that. So leaving a net tariff impact in the first half of 2026 of $15 million.

And we have not [indiscernible] or input from the most recent noise you mentioned. We -- I think it's too early to try to input some sort of benefit from those -- from the statements and from the Supreme Court.

Got it. And then last question on the balance sheet and cash flow. What was the net leverage ratio at the end of the quarter -- at the end of the year? And what are you targeting as far as free cash flow and the leverage ratio by the end of '26?

Yes. So another great question. Balance sheet is obviously a key priority for us moving into 2026 as it was in 2025 as well. We finished comfortably in Q4. We are at 3.74 versus a covenant ratio of 4.5. So we are well within the range there. And as we move forward, cash flow is really going to be primarily a function of the EBITDA contribution that we'll be driving in 2026, along with extreme focus on working capital reductions as well and a reduction in our CapEx. So those are going to be some of the big drivers as we move forward into 2026.

We'll take our next question from Craig Kennison with Baird.

A lot of information to process. I wanted to follow up on Scott's question with respect to tariffs. Do you plan to pursue a refund of your tariff payments?

We will do everything possible to get a refund for sure. Now how that works and how that plays out and when that actually arrives, we are not going to put in the guide because that is a crystal ball we cannot see through.

And then as we look at the businesses that you plan to divest, the way you're speaking about them suggests you have a buyer in place. Can you confirm that's true? And then how would you plan to use the proceeds from any sale?

That's true and debt reduction.

100% debt reduction.

It's pretty simple, pretty straightforward.

And this does conclude the Q&A portion of today's program. I would now like to turn the call back to Mike Dennison for any closing remarks.

Thanks for your time today, everybody, and we will talk to you soon. Have a good evening.