Greetings, and welcome to the Fox Factory Second Quarter 2014 Earnings Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentations. (Operator Instructions). As a reminder this conference is being recorded. I would like to turn the conference over to your host today, Mr. David Haugen, General Counsel for Fox Factory. Thank you, you may begin.

Thank you, good afternoon and welcome to Fox Factory’s second quarter fiscal year 2014 earnings conference call. On the call today are Larry Enterline, Chief Executive Officer; Mario Galasso, President, Business Divisions; and Zvi Glasman, Chief Financial Officer. By now, everyone should have had access to the second quarter earnings release, which went out today at approximately 4:05 PM Eastern time. If you’ve not had a chance to review the release, it’s available on the Investor Relations portion of our Web site at www.ridefox.com. Before we begin, I’d like to remind everyone that the prepared remarks contain forward-looking statements, and management may make additional forward-looking statements in response to your questions. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside the Company’s control. And can cause future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks detailed in the Company’s earnings release, annual report on Form 10-K, quarterly reports on Form 10-Q and other Company filings 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, within our earnings release and in today’s prepared remarks, non-GAAP adjusted net income, non-GAAP adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin percent are reference. It is important to note that these are non-GAAP financial measures. A reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures are included in the Company’s press release, which has also been posted on our Web site. And with that, it is my pleasure to turn the call over to our CEO, Mr. Larry Enterline.

Thank you David. Good afternoon everyone, and thank you for joining us today. On today’s call, I will provide a brief overview of our second quarter results, and an update on our business and progress on our ongoing strategic initiatives. Mario will then go into a little more detail on our products by category and then Zvi will review the financial results in more detail and discuss our guidance. After that, we will open up the call for any questions that you may have. We are pleased to report another solid quarter. In the second quarter we generated sales of 86.4 million an increase of 22.8% compared to the second quarter last year which exceeded the high end of our expectations. The increase reflects growth in both vehicle categories as sales of powered vehicle products increased 52.6% and mountain bike products increased 7.4%. Our financial results benefited from our Sport Truck USA acquisition which closed at the end of the first quarter of this year. Sport Truck performed to our expectations and we remain excited about the synergies and long-term contributions of this acquisition going forward. We are also pleased to report continued improvements in our gross margins which increased 220 basis points to 31.2%. This underscores our execution on a number of operational initiatives to improve factory and supply chain efficiencies as well as continued execution of our overall product design for manufacturability program. We generated non-GAAP adjusted net income of $9.8 million or $0.26 per diluted share, in line with our expectations. Overall the second quarter was a good quarter operationally for Fox. Our continued execution on our ongoing strategic initiatives improved the foundation of our business and has us well positioned to achieve our previously stated long-term goals. Now I’d like to take a moment to provide…

Thank you Larry and good afternoon everyone. As Larry stated we are pleased with our solid first half of the year. During my remarks I would like to discuss some of our recent business and industry highlights as well as our current divisional initiatives driving short and long-term growth. I’ll start with our mountain bike business. During our last call we had described key media launches in North America and Europe for our new flagship all mountain enduro fork to 36. We’ve now moved beyond the first look interviews and have started seeing solid reviews of the fork, now that the media has had time to experience it on their own trails. The feedback has been favorable and we continue to hear accolades like this one from Vital MTV, a prominent online mountain biking site. Small bumps all disappear under your weight and we notice the market improvement in front wheel traction around bumpy off-camber corners. The fork transformed our test bike into one that could be ridden with abandon into the unknown, trusting that we'd be able to handle whatever the trail through at us. We are getting similar feedback from our network of brand ambassadors and retailers. Here is what cycles in Salt Lake City, Utah, texted to their Fox sales rep, tossed the new 36 on my pivot mock six and have been rallying it around for few days. Holy bleep, that thing is rad. It is insane how much better that thing is than anything I've ever ridden. Keep up the solid work. The 2014 race season is also at its half-way point and we’re seeing great success in reaching podiums around the world. Our racing applications development program is a key component to our R&D efforts typically leading the technology and future development for the…

Thanks Mario. Good afternoon everyone. I’ll primarily focus today on our second quarter financial results and then review our guidance. Sales for the second quarter of 2014 were $86.4 million, an increase of 22.8% versus sales of $70.3 million in the second quarter of 2013. The sales increase reflects 52.6% growth in powered vehicles products and 7.4% growth in mountain bike products. As previously mentioned by Larry our powered vehicle growth was positively impacted by our Sport Truck acquisition. Gross margin was 31.2% for the second quarter of 2014, a 220 basis point increase from gross margin of 29% in the prior-year period. The improvement in gross margin reflects the successful execution of operational initiatives targeted at improving factory and supply chain efficiency along with continued execution of our overall product design for manufacturability program. Total operating expenses were $15.2 million, or 17.6% of sales in the second quarter of 2014, compared to $10.2 million, or 14.5% of sales in the second quarter of the prior year. The increase in operating expenses was primarily due to the inclusion of Sport Truck’s operating expenses in the our consolidated results and higher stock-based compensation expense as well as significant corporate transactions including the recently completed secondary offering of the our common stock as well as transaction and integration costs associated with our of Sport Truck acquisition that closed on March 31st. Within operating expenses our sales and marketing expenses increased to $5.1 million in the second quarter of 2014 compared to $3.5 million in the same period of 2013. The increase was due to additional personnel, promotional activities and outside services as we continue invest in promoting our company and brand and was also due to the inclusion of $800,000 of Sport Truck sales and marketing expenses in our results. Research and…

Thank you Zvi, with that we’d like to open the call up for questions. Operator.

Thank you. At this time we will conduct a question-and-answer session. (Operator Instructions). Our first question comes from Mike Swartz with SunTrust. Please proceed with your question.

Could you maybe provide us just a little more color on I guess the timing of shipments or the supply chain changes that you had pointed out for third quarter, fourth quarter I guess in the mountain-bike business? What exactly is going on there?

Well we hear there are other suppliers who are pushing out deliveries and we’ve gotten a little bit of that noise. We’ve seen a little of it and again we’re allowing for the fact that we could see some of that rolling from the third quarter to the fourth quarter. We don’t think its loss of sales, we don’t think to that extent. But we do believe we could see some of it crossing the quarter.

And I guess just in context of one of your larger OEM customers had a conference call today and was just talking about in the independent bike channel about a little bit of heaviness with some inventory there. Is that something you're seeing as well or is that kind of a comment limited that to that company?

Again, I don’t know the exact issue that you’re speaking of. We run independent checks and clearly we talk to our customers. And again I think within bike and even within mountain bike you’ve got to separate the segments from where we operate from overall mountain bike. And so at this point I don’t think we see any major issue with sell through or inventory in the part of the channel we’re concerned with. As I indicated though, we do keep our eye on that, right. That’s something that can change quickly but I think right now the difficulty we see if any is attributable to just supply chain and they can’t get the product to complete.

Our next question comes from Larry Solow from CJS Securities. Please proceed with your question.

Just give us little more color on anything on Sport Truck. You had it I guess in your hands now for few months. You obviously were pretty well -- you knew those guys already but anything, any positive surprise? Any negative surprises and can you tell us what actually the organic growth was in the quarter in sales?

We don’t separate out the organic growth. I don’t think -- we give a feel for that.

We don’t break it out but we do provide in our 10-Q the actual sales they had. We would tell you it’s -- even when we report the actual sales, keep in mind that we eliminate sales of ourselves; they were previously a distributor of ours. So those get eliminated. We could tell you that it’s consistent with the growth targets. We’ve been telling you that it’s going to be a solid double-digit grower. It is and we expect some of those, the lost sales and consolidation and events maybe a little bit competitive loss but it is performing at or better than our expectations.

Yes, I would say Larry we’re very pleased with how they've done both the top line and I think as we expected they’ve done a good job managing their business on the bottom line. Again I would tell you right now, we’re very pleased.

Okay. And you still sort of expect sort of a neutral maybe slightly positive on a cash EPS in ‘14 and then more benefit in ‘15? Is that a good way to characterize your outlook for the Sport Truck?

I mean I think you guys know what the earnings estimates we have out there were prior Sport Truck and then after. We’re not going to breakout separately the actual EPS contribution, but it is performing at or better than our expectations.

Great. On to the gross margin, nice consistent with your outlook, a little over 200 bps improvement. I thought you mentioned Taiwan actually turned accretive this quarter. Is that correct I know it has been a little bit of a drag.

I would not say that, Taiwan, we think by the end of the year on a full year basis it becomes neutral, accretive in the year as compared to last year but we had a drag going into the year.

Okay. I just wanted to clarify that. So it still drag this year and then next year is when we should get some full year accretion, is that correct?

So with the drag last year, by the end of this year is neutral. By next year you actually get accretion.

I think a good way to think about Larry, the way we look at it is, every quarter is certainly getting a lot better for us as, we move more production and get better utilization. And I would tell you that that's something that probably a little bit ahead of the internal targets we have for it.

Got you. And then just lastly I realize it’s still small piece of business and it’s mostly potential more than anything else at this point until the government starts to spend. Any anecdotal updates or anything in terms of progress on the military side?

I would say it’s about the same as it’s been. I still don’t think there is a lot of clarity. I think we are hearing that we may know something on JLTV early next year.

Our next question comes from [indiscernible] with Bank of America. Please proceed with your question.

If you look at the revenue outlooks at back half of the year, can you just give us a little bit of color on drivers between mountain bikes and powered vehicles and then maybe just talk about how powered vehicles are growing excluding this Sport Truck acquisition?

I’m sorry, can you repeat it one more time? We're having a hard time hearing you, sorry.

In terms of revenue outlook for the back half of the year, can you just talk about and -- give a little color between mountain bike and then powered vehicles and then can you talk about how you said powered vehicles grow excluding Sport Truck and then any color you can give on that OEM factory transition? Any update there would be helpful.

I think we tend to talk about our long-term growth targets for bike and powered vehicles as oppose to particular quarters. We mention that certain OEM, it was disclosed in the secondary offering that we have certain OEM was undergoing a model year change over. That continues to be the case. We expect to have virtually no revenue from them in the back half of the year and then we would tell you that we tend to focus, we have the issue, potential issue on the supply chain that Larry talked about, which could influence the contribution for bike versus powered vehicle in the back half of the year.

Yes, the way we tend to think about it is, certainly by this time we know what spec we won in both powered vehicle and mountain bike and are we closely monitoring sell through now, back to some of the questions on inventory, both to see how well the models we’re selling or we are specced on or selling versus ones we maybe didn’t get specced on, as well as overall kind of conditions in both of the categories. And I think those are probably the fundamental drivers outside of the couple of things you mentioned with the major OEM dropping off and Sport Truck.

And maybe just one more thing to keep in mind. We do have Sport Truck but we do have the sales that we used previously recognize from them being the distributive hours that we longer we get recognize. So that’s another headwind which we considered in our guidance when we acquired that right. Also we acquired them, we considered in our guidance the fact that we were selling some to the competitors. So we were allowing for some of those sales competitors as well during the transition year. Then ultimately you stabilize that whole thing. There's a lot of moving pieces, I know not giving a terribly crisp answer but there's a fair bit of moving pieces there.

That’s really helpful. I mean just, in terms of the gross margin, you came in at up 220 basis points for the quarter and for full year you guys were expected it should be up 200 basis points. Should we expect the back half of the year to be running at that higher rate, or is there any kind of -- can you just give the puts and takes of what, to kind of go right there, they try to hire and where kind of Taiwan is tending versus your expectation?

Yes. First of all, we wouldn’t -- we think that we’ve got some aggressive targets internally, but we think it’s prudent that we are targeting around 200 basis points a year in aggregate for the net, at least for this year. Things are going according to plan. We’re making great progress on our operational efficiency initiatives. We’re also making great progress in our Taiwan transition. I think we’ve shipped -- we’ve disclose how many, I think and Larry’s comment I think….

Over 30%.

Yes. But no we wouldn’t urge anybody to model higher gross margin contribution as a result of the outsized performance in Q2.

Our next question comes from John Anderson with William Blair. Please proceed with your question.

Hey, just a quick follow-up on Taiwan. When that program is complete late 2015, will you do all of the production of mountain bike products in Taiwan or will you retain some capacity domestically for strategic purposes I guess?

We will -- the target, as we don’t have the -- we will produce approximately 85% of our bike products in Taiwan. The reason it is 85% is we are doing this to improve the supply chain with our customers. Well we have some very important and prudential customers that actually produce here in the U.S. I won’t names names but the last thing we want to do is disadvantage them and advantage other customers, so we would tell you it's probably going to be around 15 and we have aftermarket business here as well in the U.S. So we will tell you it probably gets to about an 85% number by the end of that year you mentioned.

Okay. No, that’s helpful. Let see, I guess just, I don’t want to beat a dead horse but with respect to the supply chain issue, can you just talk a little bit more about, this isn’t business that you, this is just a shift that you see. How comfortable are you I guess at this point that it's a shift and not potentially lost sales because of some of these other vendor issues?

Again, I think we’re reporting what we see today and if I have to look at that what we’re hearing we believe it is just a shift, could cross the quarter. At this point we don’t anticipate it being a lost business for our OEM customers.

Okay. Fair enough. And then I guess, on the SG&A line, by my math I guess taking out some of the one timers, the run-rate in the quarter was a little over 14 million and I guess that reflects the addition of the Sport Truck operating expenses. Is that the way to think about kind of the run rate for SG&A going forward or are there some there puts or takes we need to consider?

I mean I think that’s reasonable. We are as we mentioned in my comments -- now that we are a public company that is not majority owned, a little bit more higher public company cost that we were incurring before. And as I mentioned as well, we’re not just going to have linear kind of relationship with first of all the seasonality on the revenue line of our business, whereas you don’t have the same seasonality and the expenses a person that you hire with the exception of the direct -- the direct workforce but [indiscernible] together doesn’t go away in a lowly revenue quarter. So I don’t kind of think if it is as percentage of sales for any particular quarter but I think it’s fairly representative, but it could migrate a little bit here and there.

Okay. I guess the last question, just a little bit bigger picture on some of the growth drivers in power, excuse me -- on the mountain bike side of the business, you’ve talked in the past about category adjacencies and even price point adjacencies. Is there any update on kind of initiatives around say bike seats? Also the $1500, $2000 price point, any color there would be helpful. Thanks.

Mario, why don’t you go ahead and take that?

Sure, John. So first on the things that we’ve to you in the past, new price point that is solidly underway I would say, we’re anticipating sort of asset earliest having some aftermarket affect, towards the tail end of next year. The bigger play for that product is likely to be OEM. And we think that comes on in for model year. Let see we’re model year '15, model year '16, model year '17 is the where that would to start to come into play, which would be calendar year '16.

So that’s a new price point, we’ve also spoken to you about rounding out our seat post, which we currently have won into a family of seat posts. I can tell you that those activities are underway as well. So in terms of initiatives that we’ve spoken about growth opportunities for bikes at new price point, rounding out of family of seat posts continuing to pay attention to and make sure that our current non-bike products are complaint with the mountain bike, e-bike movement which continues to build momentum and also a design for the category exercise of getting into the commuter and urban e-bike category which is the fastest growing category in the bike industry, all of these things are underway.

One follow up if I might. Just on the OEM in question on the powered vehicle side first the business, it sounds like you’re now expecting little or no sales in the second half for the year. Is there any more visibility on when that business may resume or what we should be -- or how we should be thinking about that in terms of modeling?

We think best case scenario to come back in the back half of next year. We don’t have complete visibility. It is possible it takes as long as the back half of the following year. So it’s anywhere from early as we get sales returning next year in the back half of the year and in the worst case scenario it’s back half of the following year. And that’s been consistent for quite a while here. We just don’t know for sure.

There were sales though in Q2 that those will just go away beginning in the Q3?

I am sorry could you say it again John?

There were sales to that OEM in Q2 in the recently completed quarter?

Yes.

Thanks. Our next question comes from Craig Kennison with Robert W. Baird. Please proceed with your questions.

I wanted to ask Mario just about sell through trends, if you could contrast North America and Europe in particular, given recent sort of economic events.

Craig, I would tell you that we were encouraged. So as you know work with a global set of OEMs in the bike business. They were and remain to be positive about the model year ‘15 start up as I said in my prepared comments. We were encouraged by how the year has started off. Larry mentioned that we’re happy with the sort of spec position that we’ve been, given the opportunity to have with OEs and now related to your question we’re following the sell through. Consistently across North America and Europe I would say that for our category again premium mountain bike, we believe that we and others in our space continue to buck sort of not only mountain bike overall as a category but bike overall as a segment. So we’re cautiously optimistic and think we’re seeing things that give us some confidence.

You do see, Craig and given the anecdotal evidence we’ve certainly got some direct evidence of events. For instance our distributor in Israel thinks it’s probably a pretty poor time to launch any promotions. So I think you’re going to see some of that kind of activity but we don’t -- right now we wouldn’t see any of that being a major impact. Obviously we don’t have a lot directly going on in Ukraine that be an issue. But I think other than isolated spots like that it probably feels okay at this point.

And to follow up on that, we’ve done some checks and it appears like the $2,000 price point and above where you operate, is operating a little different than the rest of the market, there may be some resistance to further price increases. How comfortable are you that you can push price as you get more innovation into your products?

Again given our brand position we clearly are premium price and we clearly have that strategy. I think we like to use innovation and get price per function. So we like to get price when we’re bringing more value through performance and features of the product. And I think we have the capability to do more of that. I think that’s been a consistent driver. I don’t know that there is a place as innovation continues that you run up against any absolutes here in price. So we’re also very cautious of not creating huge price umbrellas that people can get underneath. So those moderate I think some of what -- while we might be able to do it short term it might not be a good idea in the long-term and we do keep that in mind? That make sense.

(Operator Instruction) Our next question comes from Sean Naughton with Piper Jaffray. Please proceed with your question.

So if we think about the your performance in Q2 you had that 7.4% growth in mountain and just kind of following up on last question on pricing, how should we think about that growth kind of think about the units mix kind of ASPs? How would you just talk about that 7.4% number?

I will tell you it’s predominately units. There is always some mix but not a lot of -- I would say there's not, we do try philosophy. We can’t say on price the function but not a lot of pricing there.

Okay. That’s helpful. And the Larry just going back to something you said in the beginning, you talked about some new country opportunities you talked about targeting countries that have improving middle class and improving spending obviously that makes lot of sense. But can you just describe a little bit, are you doing any business here today in those areas, are those really opportunities to take back distributors or is it aftermarket business? Just trying to understand a little bit more about what that international growth opportunity could look like for you guys?

We do have activity today in those areas. We believe we can improve in a couple of areas Sean. One is getting resources on the ground that understand those local markets and could be there with customers both aftermarket as well as in some of the places you have indigenous OEMs we are interested in. We think those the markets that we have identified are ones where we believe there is an appetite for what we do and I think we believe we’re limited in terms of how we've gone about distribution and promotion in those markets. So we think that is some pretty good opportunity for us.

Okay. And then I guess just lastly, I think you talked about a couple side-by-side wins -- I think on the raise there, I just wanted to clarify, is that an additive program or is that just replacing some of those spots that you guys have today?

Mario?

Yes, those are for Polaris, those who are replacing their current Razor 900 products that they’ve had in place which we were on. So there were newly developed vehicles for Polaris and they’ve been excited to have us be part of those new developments.

Our next question comes from Jim Duffy with Stifel. Please proceed with your question.

Thanks. Question on the bicycle segment, Mario perhaps best for you, what is the channel stand with respect to 26 inch wheel product? Is it still occupying a lot of floor space or is the channel largely clear of that inventory at this point.

That’s a great question Jim, it’s a bit spotty. I think for the most part the customers that we have and their respective channels in the price points that we occupy were pretty early in switching over to 29 and now the 27.5 inch wheel. In our price points 26 inches is essentially dead and in those price points all the way through to retail, we think that were in pretty good shape. So mountain bike in general, if there is any stagnation is probably related to 26 but in our price points which tend to be the enthusiast price points and the early adaptors of technology kind of flush through 26 pretty well though spotty depending on region.

My sense is your models are selling well. What I’m wondering I guess is, is there a chance the 26 inch wheel bikes are just occupying space needing retailer capacity to take new inventory that’s limiting their reorders of some of the better selling bikes.

And like I was saying I think it can be spotty depending on region, parts of Germany for instance depending on some of the domestic brands that are there might have been a little bit heavier on 26 and a little bit later into the adoption cycle of 27 and 29 but an indicator for us on how the OEs have started off model year ‘15 gives us some cautious optimism that the channel is prepared for these new models which are predominantly 27.5 and 29?

And then the Sport Truck question. I guess I'm going to ask you to be a little more specific. You now have better visibility on potential near-term impact to run rate, revenue from consolidation. You had a $34 million revenue run rate business when it was acquired. With that improve visibility can you put some numbers behind what might be lost or redundant revenue?

We disclosed in our Q -- I think we disclosed $12 million or so from Sport Truck. That’s the Sport Truck revenue without regard to any of the revenue that was lost by the sales of us to them. If you are trying to put a run rate on it, it’d be south of that. So we’re not going to make a habit of disclosing the impact overall for competitive reasons. But if you try -- I was just looking at the run rate, it’s maybe a little bit, maybe a little bit shy of $10 million a quarter. I mean keep in mind one more comment. Their business is somewhat seasonal. The Q2 is typically their strongest quarter. So run rate wise…

The other thing to keep in mind is Sport Truck does act, they both package our product in with their lift-kit offerings. They also act as a distributor of our product. And I think what Zvi has referenced in the past that kind of gets muddy as we go forward because we can't just move more products through them as a distribution channel that replaces products. We would have moved through another distribution channel when we didn’t have it.

Yes, so if you took the revenue they had last year and the revenue last year was $34 million and you put a 10% growth on it, that’ll be 37.5, right that’s $9 million. So $10 million is just probably run rate, when we’re all kind of done with maybe a little shy of $10 million when you consider the impact of what Larry just talked about.

There are no further questions in queue. At this time I would like to turn the call back over to management for closing comments.

Thank you for your questions and your interest in Fox. We look forward to continuing to execute our plans and updating you on our progress that we go forward with these quarterly earnings calls. I'm also thankful for the support of our customers and suppliers and particularly the hard work of our great group of enthusiastic employees, all key to our continued success. Thank you and have a good day.

This concludes today’s teleconference. You may disconnect your lines at this time. And thank you for your participation and have a great day.