Fox Factory Holding Corp.

Please stand by. Your program is about to begin. If you need assistance during your conference today, please press star zero. Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Fox Factory Holding Corps 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 .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 defer 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 10Q and in the company's latest annual report on Form 10K, 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 revisions, 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 the 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 .1% increase from the second quarter and an .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 of 22% following last quarter's 52% increase. The acquisition of Morici also provided growth as our team delivered another quarter of solid growth. While the underlying demand for Fox's innovative and performance-defining products remains 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. 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 these 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 example, as we saw demand tighten, we've aggressively managed to reduce controllable costs across our corporate structure and at our plants by reducing direct and indirect labor. We've also taken more strategic action by closing a plant in Colorado in our AEG business and making other factory efficiency improvements. However, there is more we must do, and we must do it with the same level of urgency and commitment we have in building our world-class brand. We need to deliver our historical EVA to margins regardless of the volume commitments for OEMs. We hit the ground running in Q3 driving initial actions that while they negatively impacted the profitability of the quarter, they are designed to enable margin growth in Q4 and beyond. The focus of our work is centered around the following four initiatives. Simplify and consolidate our footprint, reduce and eliminate non-performing products in our portfolio, reduce inventory, and finally reduce costs. Beyond the four initiatives, I have challenged our entire team to identify opportunities to strategically optimize our cost structure across all of our companies. We want to ensure that our business is optimally positioned to operate efficiently in a number of demand environments so that we can protect margins and drive significant and consistent free cash flow. An important step of this process was the change in management with Dennis taking over AEG. In his first quarter, he has identified opportunities to reduce inventory and has taken action to drive significant improvement within the quarter. We are developing similarly impactful strategies across our other businesses that we expect to implement this year. We are also continuing to focus on creating diversification across our segments, products, markets, and geographies to create a more resilient organization that can be nimble in response to demand shifts in industry cyclicality. Recent growth initiatives like our move into the entry premium buy category, the Meruqi acquisition and MLB partnership, and our accelerated international growth have significantly expanded our addressable market. While improving multiple price points for consumers to access our brands. Turning now to a discussion of our segment performance. In the powered vehicle group, net sales were 109 million down from 123 million in the prior year quarter, which reflects a reduction in demand forecast from our OEM partners in response to broader market conditions and a deferral of larger ticket discretionary spending by consumers as mentioned previously. This has been a real challenge for our entire company, and the decreased hesitancy combined with ongoing OEM quality issues that are continuing to delay production at the OEMs resulted in lower volumes than we anticipated. This has impacted our facility utilization rates, and consequently our margin performance in the quarter. In the automotive sector, while our premium truck category has historically demonstrated more resilience to market pressures, we are now seeing some moderation in within this category as well. The broader OEM automotive space continues to face excess dealer inventory and although we're seeing gradual improvement as we move through the year, inconsistent general consumer demand continues to weigh on the pace of de-stocking. The level of de-commit from our automotive OEM customers in the quarter was significant. For the top three automotive customers this translated to a sequential reduction by customer of 9.2%, 37.1%, and a whopping 87% unforecasted reduction from Q2 to Q3. Overall this equated to a .5% drop in this overall product sector within the quarter. This was partially offset by our PVG aftermarket business which improved .3% sequentially. Similarly, the power sports market faces ongoing challenges with our OEM partners deliberately managing in production well below retail demand to address dealer inventory levels consistent with the prior quarter. The forecast reductions we have previously taken in this segment appear to be within line of current expectations. Even though the customer demand outlook within PVG continues to be a headwind, the Fox brand remains the standard and continues to be sought by consumers. In fact, in the PVG aftermarket we achieved the highest level of new bookings in both domestic and international channels in over six quarters, which highlight that customers will fix their current vehicles if they can't justify the expense of a new one. We also continue to win across new customers, new partnerships, and as always in racing. In Q3 we announced a return to our motorcycling roots by partnering with Bewell USA on their new super cruiser bikes launching in 2025. In -by-sides we kicked off new products and announced a partnership with CF Moda on their Z Force line as well as new wins with BRP on the Maverick R four-seater and a new Outlander UTV. With Ford we were not only awarded the new program on the JMC Ranger Extreme but also unveiled the new Raptor T1 Dakar race vehicle at the annual Goodwood event. And finally in racing there are frankly too many wins to list but overall we were at the top of the podium in six different races across both UTV and trucks. Moving to AAG, net sales were 100 million compared to 136 million in the prior year quarter. Alongside the AAG leadership transition we've completed a comprehensive assessment of the business that has led to a clear phased approach to drive improvement. Phase one included a deep dive into team, customers, and the operations identifying both challenges and opportunities including the critical need to optimize our inventory position and strengthen our dear relationships. And we closed our facility in Colorado, transitioned this business to other facilities to further improve productivity. Phase two which we're executing now has centered on taking decisive action. While inventory optimization was always part of our plan for the second half of 24, it became clear following discussions with key OEMs and dealer partners that accelerating this activity in September would best position the business for 2025 with new late model trucks that meet the latest consumer preferences. As such we provided incremental support to our dealers through targeted promotional programs to help move inventory in an efficient manner. The acceleration of our plan impacted third quarter margins to a greater degree than we contemplated in our prior guidance. However completing this before year end has removed a significant constraint to future growth and has positioned us to capture the full benefit of the recovery when the market rebounds. Thus we expect Q3 will be the low watermark for AAG margins before inflecting upward in a fourth quarter which we expect to continue through 2025. Looking ahead, phase three of our strategic plan focuses on building and diversifying AAG through multiple initiatives. This includes furthering new relationships with existing and potential OEMs and other partners, expanding our products to new platforms, implementing a common marketplace for our up-fits and aftermarket components, and increasing overall brand accessibility. Importantly we're renewing our focus on our performance roots while building the infrastructure to support significant long-term margin improvement. The enthusiasm among our teams is building as we execute these initiatives. In Q3 our product development teams launched Raise Wheels for Method, designed to better support four to six inch lifts with 20 and 22 inch wheels for the light Ride Tech launched a front and rear suspension system that modernizes the popular Ford box body Mustang and Sport Truck launched the GM 1500 long travel suspension with Baja kits by the Brent all-brothers. These aftermarket launches have been well received and continue to fuel our growth in the sector. In terms of the current environment our up-fitting business continues to face near-term chassis mix and availability challenges which we expect to persist through at least year end as dealers work through existing inventory and high floor plan financing. However the strength of our aftermarket components business is providing some buffer with continued growth in wheels and lift kits demonstrating both the resilience of our portfolio and the success of our diversification strategy. With our inventory well positioned, strengthened operational foundation and clear strategy to maximize the power of our brand portfolio, we believe we're taking the right steps to drive sustainable growth and restore margins. In SSG, net sales were 150 million compared to 72 million last year, primarily reflecting a 50 million increase from the inclusion of Marucci and continued growth in the bike business. Our bike business delivered a 28 million increase in sales -over-year and built on last quarter's 52% sequential increase with another 22% sequential increase in Q3. Notably, we achieved this improvement while maintaining flat operating expenses -to-date, demonstrating the significant operating leverage potential in our business model. While our bike business grew sequentially and -over- year, which certainly supports a return to a more balanced outlook than we have seen in the last 18 months, we are not ready to call the inventory de-stocking complete. As I have said previously, not every channel or customer will exit at the same time or rate and that lumpiness will persist into next year. Our strategic expansion into the entry premium bike segment and consistent strength in the top 10 OEMs has buffered us from some of the softness in the smaller OEM customers. The entry premium category represents a transformative opportunity for us to challenge the status quo, further diversifying our business and effectively doubling our total addressable market while maintaining our brand's premium positioning. The early response from our OEM customers has been overwhelmingly positive, further validating the strategy to broaden market participation while staying true to our performance defining heritage. We're also seeing similar success in the e-bike category, which represents another important avenue for market expansion. From a regional perspective, the European market maintains its relative strength due to better inventory positioning while the U.S. market continues to progress towards stabilization. In the third quarter, we also launched our new NEO live valve wireless solutions to overwhelming positive reviews and early success, another example of our commitment to innovating at the premium high performance end of the sport. Turning to Marucci, our brands continue to demonstrate relative strength and market share expansion. While we are seeing particular excitement around Marucci with the World Series and Stars such as Freddie Freeman utilizing our BAT to prepare with Major League Baseball to take the field as official BAT partners beginning 2025. The amount of work to ensure that 2025 is the first year of a multi-year success story is keeping us busy 24-7. In addition, we believe that recent investments in hitters house, softball, as well as new product lines from both Marucci and Victus set us up very well for 2025. Some of these are the most important factors in the market. We are seeing some signs of softness from the consumer as they balance their budget for discretionary items against their immediate needs during this uncertain period. Which brings me to some comments on our outlook. Based on the recent performance as well as latest forecast from our OEM partners across all segments for Q4, we are providing a tempered view of the upcoming quarter that Dennis will be able to give you in more detail. We think this is only prudent based on the public and private feedback we have received from these OEM customers and their ongoing challenges. These dynamics are also influencing our early thoughts around 2025. While we are poised to capture growth in our aftermarket applications group, Marucci and Bike, as well as new customer lines in PBG, our base case expectation is for the industry retail environment to remain challenging. However, as I highlighted earlier and as Dennis will discuss in more detail, we will be driving our four improvement initiatives and taking decisive actions to recapture margin and drive improved cash flow generation regardless of the macro. If we can recapture our best in class EBITDA profile even with diminished near-term top line growth, we will set ourselves up for exponential success as consumer demand refills the pipeline for robust growth. As we experience this year, the pace and the magnitude of the overall recovery will largely depend on consumer sentiment around broader macroeconomic conditions and the strength and reliability of our OEM partners. Nonetheless, we are focused on what we can control, which is continuing to invest in innovation to create new products that drive traction with new and existing customers while aggressively managing costs. And with that, I'll turn the call over to Dennis.

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 .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 .9% in the third quarter of fiscal 2024 compared to .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 .7% of net sales in the third quarter of fiscal 2024 compared to $65.9 million or .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 .1% in the third quarter of 2024 compared to .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 11 cents per diluted share compared to net income of 35.3 million or 83 cents per diluted share in the same quarter last year. And adjusted net income was 14.8 million or 35 cents per diluted share compared to 44.8 million or $1.05 per diluted share in the third quarter last year. Adjusted EBITDA was 42 million for the third quarter of fiscal 2024 compared to 63.7 million in the same quarter last year. Adjusted EBITDA was 42 million for the third quarter of fiscal 2024 compared to 63.7 million in the same quarter last year. Adjusted EBITDA margin was .7% in the third quarter of fiscal 2024 compared to .2% in the third quarter of fiscal 2023. The decrease in our adjusted EBITDA margin continues to reflect the temporary and unique challenges that our customers across various industries are facing, which is impacting volumes and fixed cost absorption at our facilities. Other drivers of our adjusted EBITDA margin performance include shifts in our portfolio mix and the accelerated inventory optimization in AAG partially offset by cost control measures and continuous improvement initiatives. Moving to the balance sheet and cash flows. In the nine months ended September 27, 2024, inventory rose by 29.5 million or .9% compared to year end 2023 driven by planned inventory builds. However, I'd like to stress that this is an area that we are very focused on at the moment given how the consumer landscape has evolved. We are mindful of the possibility that this challenging macro backdrop extends into 2025 and we will be carefully managing working capital to ensure that we decrease our balance sheet leverage as fast as we possibly can. As we strive to create greater predictability, we executed three interest rate swaps during the quarter to fix our interest expense for 400 million of our debt. This effectively reduced interest expense by $102,000 in Q3 and it is expected to reduce interest expense in Q4 by 1.3 million. Our revolver balance as of September 27, 2024 was 210 million versus 370 million as of December 29, 2023. Our term loan balance was approximately 558 million net of loan fees. We will continue to prioritize R&D but to be very clear, debt pay down is the priority for capital allocation. In fact, since we closed the quarter, we have paid down an additional 25 million in debt. Now moving to guidance. We now expect full year sales to be in the range of 1.341 billion to 1.381 billion and adjusted earnings per diluted share in the range of $1.27 to $1.42 and a full year adjusted tax rate of 15 to 18%. This implies fourth quarter of 2024 sales in the range of 300 million to 340 million and adjusted earnings per diluted share of 25 cents to 40 cents. Building upon Mike's comments regarding our near-term plan and base expectations for 2025. In Q4 2024, more specifically, we expect both Mike and Marucci to be relatively flat with the prior year. We expect both AAG and PVG to be relatively flat sequentially with some upside opportunity should OE dealer incentives result in helping dealers to move to more clear lots. We will provide more detail on our assumptions for 2025 during our Q4 earnings call but preliminary insight is as follows. We are assuming demand remains under pressure in 2025 and that from an OE perspective 2025 will look a lot like 2024 as it relates to the In AAG, we expect to move past the specific OE concerns such as quality and model year changeovers in 2025. We do expect to see meaningful growth in our AAG and Marucci segments and we expect to see the benefit from our cost reduction efforts. As a result of the revised sales expectations, we are taking action to improve our margins and cash flow. We have already identified strategic cost measures across all three of our segments that we will take to improve gross margin and we are taking direct action on OPX to ensure that we are optimized. We are working on a plan to capture more than 25 million in cost savings. These cost saving actions involve simplification and consolidation of our footprint, reduction in elimination of non-performing products in our portfolio, reduction of inventory, and reduction of costs. We expect to provide you with an update on our progress including the cadence of these measures during our Q4 call. It is imperative that we keep our cost structure aligned with the demand environment and given the uncertainty of the consumer for the next 12 months, we must immediately exert control where we can. In the meantime, we remain focused on our long-term growth strategy and strategically positioning ourselves to capitalize on market opportunities as our OEM partners return to growth.

In closing, while near-term market conditions remain challenging, we are acting swiftly to strengthen our business and position Fox for long-term success. The strategic investments we have made in our operational foundation and unwavering commitment to innovation combined with the cost reduction actions we have taken to date and our imminent plans to further enhance margins through a more comprehensive program will ensure we are 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 next

speaker. Thank you. At this time, if you would like to ask a question, please press star 1 on your telephone keypad. You may remove yourself from the queue at any time by pressing star 2. We ask that you please limit your questions to one initial with one follow-up so we may take as many questions as possible. Once again, that is star 1 to ask a question. We'll go first to Larry Soho with CJS Securities.

Great. Good afternoon. Thanks for taking the questions. I guess the 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?

Yeah, I mean, to be clear, Larry, the 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. Yeah, yeah, yeah. Absolutely. Yeah. Yeah, it does feel like the quality issues are abating. We're starting to see Model Year 25s come in in Q4. So we're seeing the positive signals that kind of got past a lot of those challenges that have faced us for the last nine plus months, even in the last year. Now it 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.

Gotcha. And then just on the bike side, I appreciate all the outlooks, the 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, on the historical levels and maybe below still actual end market demand in bike next year. Is that fair to say?

Yeah, here's how we look at it. You know, in Q3, we had a good quarter, as you know, 22% up sequentially, which was nice to see on the top of our half, 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 that 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 view of 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 until we see what really happens in that business in early part of next year.

Got it. Okay. No, fair. All right. I'll get back in Q.

Thanks. We'll connect to Anna Glassgen with the B. Riley.

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

Yeah. 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 puts some pressure on the margin side in SSG.

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 plan. Talk a little bit more about the consumer pressure that you'd referenced, just expectations around Marucci versus coming into the year.

Yeah. 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 Dix and McHavity, 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. That's the one I got the team focused on right now.

Just one more, if I could. More of a big picture question. Dennis, I fully appreciate being really focused on costs 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 costs and strangling that innovation pipeline? Just any thoughts about balancing costs and investments in the brand long-term?

Fantastic question. We've been dealing with this macro environment and this 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. So we have just decided enough is enough. Tyler is trying to read the tea leaves from the OEs and we are just taking decisive action where it makes sense. So we began these exercises in, I'd say, late 2003. 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 and elimination of non-performing assets or products. That's going to help us on absorption. The reduction in inventory also is going to help us from efficiency perspective, warehousing perspective costs, and then just cost reduction overall. Focusing on efficiencies where it makes sense, making sure that we have the right people and plans. We feel like this is a path to set us up for -in-class margins so that we can predictably deliver those margins in the future and allow us to scale up as that demand returns.

Mike, do you have some comments on that as well? Yeah, I think it's a good question. From my perspective, this company has operated very well at that $350 million 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 the exponential value of what we can do to meet that growth and supply it. It's really worth it to just kind of clean up the system and make it a healthier company that allows us to grow faster when growth comes back to us.

I think it's just important to add to this. Having improved margins allows us that ability to continue to invest for growth like we all said we would. 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 and what we do best.

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 mercer should 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's probably what you're asking, right? And so, in Marucci, we expect to be relatively flat with what they did combine Cody and us last year. Relatively speaking, that's right around $45 million.

Gotcha. 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, you know, so as we move forward here, you know, I'll take PBG first. And so, you know, we were definitely handicapped as we lacked that ability to quickly maneuver when we received the late pulldowns in the orders from the OEs. So we would expect to see a sequential improvement in PBG margins. In AAG, we did an accelerated inventory move, which hurt our margins probably by 300 basis points. We'd expect, you know, that to come back into four. And then when you move into Bike and Marucci, the combined SSG segment there, you know, we're going to continue to see growth with Marucci and Bike from a 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 you with Scott Stember with Roth MKM.

Good evening, guys. Thanks for taking my questions.

Thanks, Scott.

Moving over to the bike side, I think last quarter, you know, 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 were starting to see some green shoots there. Can you maybe just talk about both of those sides of the business and, you know, how things progressed from Q4 into next year?

Yeah, so, you know, 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, and when I say top 10, it's top 10 OEMs, top 10 dealers, and top 10 distributors, when we looked at that basket in Q3, we were above our expectations, which signals that 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, you know, a more cautious consumer, bringing those businesses down. 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 bottom sector. I think that will continue through Q4. We'll have to 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 talk, I guess, on an -to-apples basis, and it sounds like being flatish year over year in the fourth quarter, but can you maybe just talk about your initial expectations again from Marucci for next year? Whether, you know, it sounds like you think they can grow and what will be the vectors there that help that happen?

Yeah, a couple things there. So, you know, macro aside, because what we don't want to do is try to comment on what the macro will do next year. That would be probably bad logic, but macro aside, you know, we believe Marucci with the product launches we have planned and what we're doing in that space will grow double digits. In addition, you know, what's interesting about the NLV agreement is it opens up so many new doors, even here locally at the Atlanta Braves Stadium. That opens up 14 new storage for Marucci with our agreement with NLV. So we believe that additional growth on top of the product launches we already have planned will give us the growth in 2025 that we expect.

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

Go next to Jim Duffy with Stiefel.

Thank you. Good afternoon. I wanted to ask on upfitting, would the support for dealers in the third quarter, would you characterize channel inventories now at a level that you would consider normal given the demand environment or is there still more work to do there? And then secondly on upfitting, sounds as though 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. Thanks.

Yeah, Jim, I'll take the first half and then I'll take the second half. So when it comes to dealer inventory, there's 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 when they can produce the trucks, we get them and they sell through fairly nicely. Still have an issue in the course, as you probably know, with Jeep and Stalantis. We have to do more work there to clear out those knots. And the most important thing when it comes to inventory is having the newest product and the newest model year. And so a lot of the work done in Q3 will eliminate older model year vehicles so that we could have all of our force and effort into new model year launches coming up here this quarter and then the next year. Outside of Stalantis 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.

Yeah, thanks, Jim. And we've been doing a lot of work with the team in Trussville on product and several product roadmap meetings in fact since we took 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've got to have an array of price points out there based on the consumer.

Okay, great. And then last question. I want 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 considerations. 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 and OEMs across every one of our product segments, we can drive price up. So not a significant issue for us. It's part of the reality of the macro-orient. 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 the

reality. 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 Brett Jordan with Jeffries.

Hey, good morning guys. To 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 de-lever the margin at Marucci? Or is it something that's just tied to your sales volume?

Yeah, we can't go too far into the agree with the MLB. That's a confidential agreement, of course. But at the end of the day, we're really comfortable with what we structure 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 bucks, 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 best we put in those stadiums. And the minimum thresholds or 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 level?

100% in the outfit side of the business. When you look at the aftermarket side, you know, lift kits, wheels, these businesses are performing very well in a prepared market that we talked about. But those businesses are doing real well. They're hitting their commits. We're pretty 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 we want to do.

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

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

Okay, great. Thank you.

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

Yeah, 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 upfits 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 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, very, very important to us, is increasing dealer count. And we are going to more aggressively pursue that. In Q4 as well as into 2025. So I think those two things will be significant growth drivers for us moving forward, especially with a more accommodating macro environment. That's helpful, Dennis. 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 a 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 two items go hand in hand. Great. Thank you. Thanks, Greg.

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

Thanks for everybody's time today. Appreciate it. And happy to leave.

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.