Welcome to Hayward Holdings Third Quarter 2023 Earnings Call. My name is Svangel and I will be your operator for today's call. Later, we will conduct a question-and-answer session. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Kevin Maczka, Vice President Investor Relations. Mr. Maczka you may begin.

Thank you and good morning everyone. We issued our third quarter 2023 earnings press release this morning, which has been posted to the Investor Relations section of our website at investor.hayward.com. There you can also find an earnings slide presentation that we will reference during this call. I'm joined today by Kevin Holleran, President and Chief Executive Officer; and Eifion Jones, Senior Vice President and Chief Financial Officer. Before we begin, I would like to remind everyone that during this call, the company may make certain statements that are considered forward-looking in nature, including management's outlook for 2023 and future periods. Such statements are subject to a variety of risks and uncertainties including those discussed in our most recent Form 10-K and Form 10-Q filings with the Securities and Exchange Commission that could cause actual results to differ materially. The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, the company will discuss non-GAAP measures. Reconciliations of historical non-GAAP measures discussed on this call to the comparable GAAP measures can be found in our earnings release and the appendix to the slide presentation. I would now like to turn the call over to Kevin Holler.

Thank you, Kevin and good morning everyone. It's my pleasure to welcome all of you to Hayward's third quarter earnings call. I'll start on Slide 4 of our earnings presentation with today's key messages. I'm pleased to report solid third quarter results consistent with expectations. The quarter was highlighted by continued execution in a challenging operating environment with strong profitability and cash flow generation. Gross profit margins expanded nearly 400 basis points through a laser-focused on management of manufacturing freight costs and a higher mix of technology products. We also demonstrated our robust cash flow generation characteristics again this quarter. Cash flow from operations increased approximately 50% on a year-to-date basis as we effectively reduced working capital. This is a tremendous accomplishment by the entire Hayward team. End demand for Hayward products defined as channel sell-through met our expectations and exceeded our sales into the channel resulting in further normalization of distributor inventory. We are encouraged to enter the 2024 pool season with leaner inventory positions reported by our primary channel partners in the US and this sets up Hayward to return to a normal matching of sales with channel sell-through in this market. We are strengthening the business with investments in our industry-leading technology and operational capabilities. This includes the ongoing development of innovative IoT connected products and further footprint consolidation allowing Hayward to better support our customers and drive long-term profitable growth. Overall, our team continues to execute in a challenging operating environment and I'm pleased with our performance during the quarter. Finally, we're updating our guidance primarily to reflect the impact of more challenging macro conditions in certain international markets specifically in Canada, Middle East, and Latin America. Early buy orders in our primary US market increased year-over-year and are trending in line with expectations. However, recent…

Thank you, Kevin and good morning. I'll pick up on Slide 7. All comparisons I'll make will be on a year-over-year basis. As Kevin stated, we are pleased with our third quarter financial performance. Net sales modestly exceeded expectations for the quarter and reflected a return to normal seasonality coupled with a progressive rightsizing of channel inventory. We delivered outstanding gross margin expansion to 47.8% and we're realizing our SG&A cost reductions in line with the plan. Our balance sheet is strong and we generated good cash flow. Looking at the results in more detail, net sales for the third quarter decreased 10% to $220.3 million. This was driven by an 8% reduction in volume and 3% reduction in net price. The volume decline during the quarter was primarily driven by the expected distribution channel inventory movements and moderating demand trends in discretionary elements of our markets like new construction and through the retail channels, as well as weaker performances in Canada and certain other export markets. Gross price increased approximately 5% but was reduced in the quarter by comparably higher annual rebate settlements and dealer incentives resulting in a net price decrease of 3% for the quarter. This is an end of seasonal year performance calculation quarter for us and can result in some swings to our rebate and incentive calculations based on final target achievements. Last year's final calculation for the seasonal year performed in the third quarter resulted in a favorable adjustment to income, whereas this year the rebates are more normal. This dynamic is generally limited to the third quarter. The key point is our price increases are holding and our incentive programs are yielding solid volume results with strong margins. Gross profit in the third quarter was $105.4 million. Gross profit margin increased 390 basis…

Thanks, Eifion. I'll pick back up on slide 12. I'll close with the summary. We delivered third quarter 2023 results in line with expectations. I'm proud of the Hayward team's ability to execute throughout this challenging period for the industry, delivering net sales ahead of expectations for the quarter with strong gross margin expansion at reduced sales volumes and further cash flow generation. With channel inventories reducing to leaner positions, increased market share over 2019, healthy structural margins and a strong balance sheet, we are well positioned as we enter the 2024 pool season. Longer term, this is a resilient industry characterized by consistent growth and ever growing aftermarket and a number of secular tailwinds including the appeal of outdoor living, Sun Belt migration, connected smart home technologies and environmentally sustainable products. As a leader in this attractive industry, I'm excited about the opportunities to leverage Hayward's competitive advantages and drive profitable growth and shareholder value creation. With that, we're now ready to open the line for questions.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] The first question comes from the line of Jeff Hammond with KeyBanc Capital Markets. Please go ahead.

Hey. Good morning, guys.

Good morning.

Hey, Jeff.

Yes. Just wanted to go back to this negative pricing. I guess what's a little confusing to me is, given all the destocking and the weaker demand why rebates are higher and just maybe help me understand if there's other discounting in there or maybe how the rebate true-up works that maybe obfuscates kind of the underlying price?

Sure. Good morning, Jeff. As we said in the prepared remarks, we're obviously very pleased with the 47.8% gross profit margins posted up in the third quarter. Again that was up nearly 400 basis points with net sales down 10%. Maybe even more impressive is, knowing that that's within 30 bps of the record gross profit last quarter with net sales down sequentially 22%. But your question is really getting at the pricing impact while posting those margins. And I would just want to point out that this is not a reflection on giving back list or invoice price. That was up 5% in the quarter. The realization -- we've realized positive year-to-date and we fully expect to post positive price on a full year basis. In third quarter, it's a bit of a unique period for us as this wraps up the end of the seasonal year and true-ups occur as the curtain drops on the full year and that's really what occurred here. I'll turn it over to Eifion to maybe walk through some of the accounting of that in just a moment. But again, it does not reflect the loss of market pricing, or the stickiness of past price increases or give back there. It's really related to two things, and I'll turn it over to Eifion in just a moment. This end-of-season performance calculation occurs, which can result in some swings to our rebate and incentive calculations. Last year's final calculation resulted actually in a favorable adjustment to income in third quarter whereas this year the rebates are more normal. And then secondly was a higher mix this year of some qualifying dealers primarily higher-end builders that earn incentives based upon volumes. So, again, with the destock that's occurring and the fact that kind of the mid-level or the higher-end pools continue to perform well in a more destock lower sales out environment that became a bigger percentage of our overall mix. Anything to add Eifion?

Yes. I'd say, Jeff is very much limited to the third quarter. Last year's final calculation resulted in a favorable adjustment to income. So we're stepping over that favorability year-on-year. This year we have a more normalized rebates as a percentage of sales. So it's strictly limited to final accounting on a seasonal year rebates and we expect positive price realization, as we go forward here.

Okay. That's very helpful. And then just as we look into 2024 maybe any update on that destocking number 160? And then just how are you seeing markets starting to shape up as you look into 2024 and kind of your confidence you recapture on sell-through that destock impact or most of it.

Yes. I mean, the 160 that you just referenced that is our best estimate at this point. We'll be in a better position to validate that at year-end. But again, we don't have perfect information globally, but we do get input. We did make great progress -- have made great progress through September. No doubt you've heard others in the industry talking about getting leaner on inventory and we agree. That said, there's still some pockets or some regions that need some additional recalibration, but it's largely behind us now. As for 2024, obviously, you're not asking for guidance at this point, but we kind of look at it, as we work through the budgeting process here looking -- there's certainly some positives that we'll be able to comp off of. But there's obviously some things that we're needing more time to better understand. The three things, I would say, around the positives, the headwind from the heavy destock as we just -- as I just spoke on is largely behind us here in 2023. Your prior question was around pricing. We expect to have positive net pricing. Again, we announced increase that took effect on October 1st that are now on the price list and out into the marketplace. And then thirdly, around this aftermarket resiliency. It continues to be resilient here in 2023, we'd expect it to play out again as always in 2024. We don't know where new pools are going to land, but if current estimates play out and it's in the 70,000 range, again, that's going to add more pools to the installed base than we had ending 2022 that we'll be needing service and maintenance and repair and remodel into the future. On the more concerning side, certainly the macro is giving us all some pause. We spoke about some of the interest rates that are hitting all markets and particularly -- in particular Canada and some of the export markets. And frankly at this point we don't see a tailwind that's going to meaningfully recover new construction going into 2024 particularly at that entry-level which is much more finance-based or interest rate based. So those are some of the factors that we're overlaying as we look out into 2024. And we'll be back in February with our firm outlooks for 2024, Jeff.

I appreciate the color guys.

Thank you. Next question comes from the line of Saree Boroditsky with Jefferies. Please go ahead.

Good morning. This is James on for Saree. Thanks for taking questions. So I wanted to talk about your commentaries on softer than previously expected in-season orders. Can you provide some more color on this and how the sell-through was like in third quarter and into October?

Yeah. So I would say the sell-through was kind of on expectations. There's a large distributor who's already reported earnings. I would say what they reported for their equipment sell-through is on par with what we saw, being sold for the Hayward products into the marketplace which is again, sort of on expectation for what we saw rounding out the season here. And as for the first part of the question, we saw really in -- throughout the third quarter and frankly we're calling forward in the fourth quarter to just have some more tempered expectation around what we call in-season orders. And what I mean by that it's not an early buy. The order flow in advance of the early buy season was not quite to expectation. I think that that probably highlights continued diligence around inventory utilization and balance sheet considerations. So that's really what the commentary gets at is overall we've seen nice response. We're still not yet complete with the early buy season, but we've seen on expectation ordering there. But when you look at it combined with what the expectation was around in-quarter flow orders we didn't quite see that in the third quarter and that's giving us some pause as we look out in the fourth quarter and look at the full year guidance.

I think James -- this is Eifion. I think James the channel is being very cautious in what they're taking to inventory, given the macro dynamics that you see right now, particularly around interest rates and the cost to carry inventory. So they're buying it when they need it and not earlier. And we see that I think across the entirety of our channel footprint. As we said in our prepared remarks we think that the result of that is they're moving the purchasing of the 2024 season, much closer to the in-season demands they have. So given our interest rates are the channel has just been super cautious I believe, in what they're taking in.

Got it. Thanks for the color. Then as a follow-up, you guys talked about resilient aftermarket demand and even going into 2024, but I believe one of your competitors talked about like aftermarket coming in weaker given higher interest rates. So can you provide more color on what you mean by resilience here?

Yeah. I mean when we define the aftermarket, broadly speaking that's everything but new construction and that certainly gets a lot of attention. But the aftermarket is a combination of that classic break fix remodel activity, and then just some upgrading where we define that as if the heater wasn't there on the pad last year and it's added this year that's an upgrade. So I do think that the break fix when we're talking about really resilient and nondiscretionary that's the piece of the aftermarket that we're really referring to. The other elements of the aftermarket whether it's the remodel or some of the upgrading activity is certainly impacted by the current macro environment and the interest rates in the environment. But again we view that break fix as something in the 50% range of our overall business. And by and large that stayed very resilient through this macro environment that we're experiencing.

Great. Thanks for taking my questions.

Thank you. Next question comes from the line of Ryan Merkel with William Blair. Please go ahead.

Hi, everyone. Thanks for taking the questions. I wanted to start off with 4Q just coming in a lot lighter than we were expecting. What's really the headline there? Is it the international business that's weaker, or what else is in there?

It is. I mean the headline is Ryan it's Canada and some of our export markets. We were in Canada last week. I would say this -- the -- there's still some destock that needs to occur in the Canadian market. That mortgage rate environment up there is very different in terms of shorter lock periods and there's been a lot in the headlines recently about over the next couple of years what the adjustments are going to look like for the homeowner, it’s big headwind that is causing a lot of concern with the homeowner in the Canadian market and it's obviously having an impact on really that discretionary income and what they're looking to do at the household. So I would say from a -- and as you look back over the last three to four years I would say that the response in the early periods of COVID up in Canada were even stronger than what we saw in our core US market and now that some of the macro factors are playing in the recovery seems to be even sharper than what we're experiencing in the core US market. So Canada really is the biggest headline affecting the Q4 outlook.

I think what's important Ryan to also understand is the demand channel sell-through that we've seen in our core markets, US and Europe actually is in line with our expectations. And we have a similar expectation for channel sell-through in Q4. But as I just mentioned in the previous response, what the channel is taken in in Q4, is going to be lighter than we expected as they shift their buying patterns to be more juxtaposed to their needs, in the 2024 season. I just think it's a general cautious approach to managing their balance sheets, as we continue to wrangle as an economy here with high interest rates.

It was probably implied Ryan. Of course, we know you may not -- we're a high share player in the Canadian market, which is why that's having such an impact on the Hayward outlook right now

Got it. Okay. That's actually really helpful. Thank you for walking through that. And then for my follow-up, can you just talk about price in 2024, I think you've come out with a list price increase. And then any change to incentives for the early buy? Or would you call them normal?

Tackling the first one, yes, we did announce a price increase for the 2024 season. The actual wording on the price increase up to 5% on the whole goods, slightly more on parts and that's a US-centric comment. It does vary a little bit as you go around the hall and around the rest of our business. But generally speaking, once you put all of that into the calculation of the SKU range, we'd expect probably an average price increase of about 3% to 4% globally next year on a weighted SKU basis. And really that's to protect against where we see inflation dynamics and most of those inflation dynamics are consequential to labor cost increases in the business. In terms of the early buy, we have given an extended discount more in line with history, on the early buy. And in terms of terms, we have gone to a more standardized approach on payment terms of 180 days in the main. Some customers have slightly different, but generally speaking 180 days with a 2% discount to pricing.

Perfect. Thank you.

Thank you. Next question comes from the line of Andrew Carter with Stifel. Please go ahead. Q – Andrew Carter: Hi. Thank you. I just want to go back to this vendor incentive issue in the quarter. I guess number one, why was this so abrupt and kind of not kind of telegraphed in the quarter given the focus on pricing here? And I'm still a little confused about how the rebates could be up this year, given I know you said, it was a tailwind last year, but I would assume you probably had a better volume sell-through last year than this year than what's implied. Can some individual customers outperforming drive the mix that much? Just some incremental clarity there. Thank you.

Yes. It is a limited Q3 dynamic, Andrew. This time last year, when we performed seasonal rebate calculations, the final calculations resulted in a positive adjustment back to income given the aggregate misses across the channel. Our rebate structures are based on channel sell-in in the main and last year, they were limited based upon channel performance. This year, we've restructured our programs. In the US, we've actually gone to a more quarterly based program structure, that's in recognition of the dynamics we were assisting the channel with in terms of destock, and we've had a slightly higher rebate percentage payments this year than we have had last year. But given it all gets accounted for in Q3, you can have a year-over-year swing dynamic, has no implications to the overall gross price. Gross price still remains positive year-over-year and this adjustment really is a Q3 dynamic. Q – Andrew Carter: So quickly, so was one more incremental thing this year a change in the program relative to last year? Did I hear that correctly?

We changed in the US. We changed our programs to more quarterly based program incentive. Last year was a typical seasonal approach. So you're occurring for seasonal rebates, you get to the end of the season, you evaluate where the channel is and then you make your adjustments accordingly. This year it's been more quarterly adjustments. Q – Andrew Carter: Second question about your year-end leverage. I'm calculating right off your updated guidance I'm getting like a 3.7 to 3.4. That would assume best on best, worst on worst. Is that fair because the pre-buy will dictate cash flow. Within that what are the implications for where leverage will go into kind of first quarter. Is there – and I know that debt paydown is your highest priority. Is there – help us understand that and what the dynamics are and how much how aggressively you're wanting to pay down debt? Thanks.

Sure. Yes. The range that you recount there is broadly correct. And it as you said is heavily dependent on the mix of business as we step through the final nine, 10 weeks of the year here. As we mentioned, lower flow orders, as the channel moves their flow in-season terminology we're using here. As they ship those orders to closer to the 2024 season, you push that cash collection into that time period and you actually exit this year with slightly higher inventories. So we do expect to deleverage as we step into the new year. We expect to get back into our targeted range of two to three times in 2024, once we collect the early buy cash and we see these in-season orders go through in the back end of Q1, Q2 of next year. We feel really good about our liquidity position. Right now we've got significant cash on the balance sheet. We remain undrawn on our ABL facility. We've done a good job on our own here reducing our own inventory levels on our balance sheet which has been a great source of cash this year. So from my perspective, we feel – I feel very comfortable with the liquidity position in the business and recognize that with the shift in order mix, it will defer a little bit of cash collection into next year, whereas we had anticipated this year but that's just a timing issue. Q – Andrew Carter: Thanks. I’ll pass it on.

Thank you. Next question comes from the line of Mike Halloran with Baird. Please go ahead.

Hey, good morning, guys. Paz [ph] on for Mike. A quick one for you. So obviously, a lot of moving pieces, given the destocking, the pricing discounts impacting EBITDA margins. But can you maybe help us understand what you think the right run rate exiting this year looks like? Obviously, a little bit wider range of expectations or possible outcomes going into 4Q and into next year than we were initially anticipating. So if you could touch on that a little bit on exit rate expectations that would be helpful.

Yes. Let's – in terms of the quality of the income statement, we still expect to exit out this year at high 40s gross margin and slightly over mid-20s adjusted EBITDA when you calculate our results at the midpoint. So we're very pleased with the quality of our income statement, despite the year-on-year net sales decline as we go through this channel destocking period. So that's come as a consequence a lot of hard work in the business to protect our margin and as we indicated we look forward to next year to see that leverage opportunity lift both of those margin dynamics both on the gross profit line and more importantly at the adjusted EBITDA line. But as we exit this year, we're still going to post up high 40s gross margin and slightly over mid-20s adjusted EBITDA margin.

Got it. That's super helpful. And maybe at a high level, can you just dig into the diverging trends of the gross margin and the adjusted EBITDA margin that we saw in this quarter? And maybe help us with the puts and takes that drove the gain in gross margin with the weakness in adjusted EBITDA margin?

Yes. I think it just strictly comes down to as we've discussed before Q1 and Q3 tend to be the low part of our year. And then when you look at the coverage you have across your SG&A base you have less coverage in Q3. So you'll see healthy margins throughout the year at the gross margin level, but less leverage across the SG&A base in Q1 and Q3. And that's what limited the adjusted EBITDA margin in this particular quarter. It will lift again in Q4 as we get more leverage across that SG&A base. We had as we mentioned a little bit of a sequential increase in SG&A costs consequential to field service royalty costs that's a true-up of the [indiscernible] in recognition of higher field service inflation costs rolling through. But again that will moderate as we go forward here. But it strictly comes back to leveraging across the SG&A base in a seasonally light sales period.

Thanks. I appreciate the color. I will pass it on.

Thank you. Next question comes from the line of Nigel Coe with Wolfe Research. Please go ahead.

Hi, Eifion.

Thanks. Hi, Nigel. How are you doing?

Good. Thanks, good. All right. So Canada – just about Canada. Can you remind us how big is Canada? What percentage of your North American segment is Canada? And is there any material difference in margins between Canada and your North American business?

Canada on a comparison basis was nearly 10% in 2022 and it's about two-thirds of that in our overall mix this year. Historically, there had been more of a margin decrement in Canada. But I'd say the team has done a great job over the last handful of years working the price less value basing our pricing and it's gotten much closer to our standard call it US margin rate Nigel.

Okay. That's great. This caution -- distributors being cautious I can't say I'm surprised but I'm curious if you've seen any material change in difference in behavior between the smaller distributors and the larger players like pool. I've got to imagine that the inventory holding costs in the current rate environment is crippling some of the smaller players. So I'm just wondering if there's any difference you're seeing out there? I mean is it not just an end market issue? Is it also a rate issue as well?

I've not – excuse me. I’ve not necessarily seen irrational behavior across the various distributor partners. As we said earlier, I would -- I really see them just being maybe more cautious with the rate of reorder. As they move inventory off their balance sheet that's kind of what we've seen as opposed to some kind of irrational pricing that they're putting out into the marketplace.

Yes. It wasn't a pricing comment. But just my final comment is really actually on pricing the adjustment. So, Eifion, I think you said you've gone to a quarterly basis now as opposed to a seasonal basis. Is this true up really just purely a 3Q issue? I just want to make sure this isn't going to be during the fourth quarter as well.

Yes, I want to be clear Nigel it absolutely is a Q3 issue and it really is stepping over a good guy last year not repeating this year. So, it's -- we expect positive price realization in the fourth quarter year-over-year. It's a little bit unfortunate. We have these year-over-year seasonal true-ups in the third quarter. As you mentioned, as I mentioned, we've moved to a core fee program this year. We've actually changed the overall structure of our rebates to go on to a calendar year basis whereas historically it used to be on a full seasonal year basis ended in Q3. So, we expect to shift to quarterly for the balance of the year and then on a calendar year basis as we go into 2024.

Okay. I just killed a horse on that one. So, thank you very much.

Thank you. Next question comes from the line of Sean [indiscernible] with Bank of America. Please go ahead.

Hi guys. Thanks for taking my question. Despite the pricing headwinds the gross margin was near record levels. So, can you talk about what you're seeing on inflation for materials and labor and what your expectations are heading into 2024?

So, we have seen moderating inflation in some commodities. The overall basket of raw materials including purchased items still remains moderately inflated over last year but the rate of inflation is certainly decreasing. I think when it comes to labor costs we are seeing labor costs now move positive move higher and that was one of the main implications reasons why we increased our price list as we move into 2024. But just again to come back to the price dynamic price list in the quarter was positive year-over-year. You've just got this onetime rebate anomaly which is unfortunately effect in the Q. But as you step into Q4 you'll see the fullness of price year-over-year. And for the full year we still expect very positive price realization and margins will continue to hold into the high 40s as we step through Q4.

Great. Thank you.

Thank you. Next question comes from the line of Brian Lee with Goldman Sachs.

Hi everyone. This is Nick Cash on the line for Brian Lee. Just had a quick question regarding destocking. It seems that you guys still are having some destocking issues in Canada but I just really wanted to know can gauge how you guys are seeing the rest of North America and the rest of the world? And if you have any visibility on being fully destocked in 2024 in any of these other markets? You also mentioned buyers being a little bit more cautious and that's I guess the new base case? Or do you happen to see or expect any restocking period that could possibly be a tailwind going into 2024? Thank you.

Yes. As I would say, we've made great progress through September. There are still maybe some particular channel partners or even some regions, you mentioned Canada, where there's still some recalibration needing to occur. But we feel really good at the close of the seasonal year being September the progress that was made. The normal inventory flow because of the early buy or the winter stocking programs is that, you work down inventory through Q3 and then Q4 and Q1 are normally restocking periods and then work that inventory off through Q2 and Q3 as the markets are open everywhere. So that's really what we're seeing around a destocking standpoint. I forgot the second part of the question.

Going into '24?

I think when it comes to the rest of the world, it's a bit of a wait and see. Some of those markets have got a bit more macro sensitivity than our primary US and European markets. So we'll continue to monitor that situation and work with those channel partners to get that pull-through to help them move that material through those channels, but it's something that we want to have full visibility up until we actually step into the 2024 season.

Yes. I mean with our supply chain capabilities, as we exhibited through the COVID experience, whether the orders come in through an early buy program or whether they're more in season, we'll be partnering with our channel folks to respond what we believe is best-in-class to be able to respond to the market dynamics, as they play out here into 2024.

Awesome. Thank you guys. Appreciate the color.

Thank you. There are no further questions at this time. I would like to turn the floor back over to Kevin Holleran for closing comments.

Great. Thank you. In closing, I'd just like to thank everyone for their interest in Hayward. Our business is well positioned to navigate the near-term challenges and deliver value to all stakeholders in the year ahead. This wouldn't be possible without the hard work dedication and resilience of our employees and partners around the world. Please contact our team if you have any follow-up questions and we look forward to talking to you again on the fourth quarter earnings call. Thank you, operator, you can now end the call.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time.