News and stories from the world of the Powersports business.
Indian Motorcycle Unleashed New Sport Chief, Raises The Bar for American V-Twin Performance Cruisers
Indian Motorcycle, America’s First Motorcycle Company, today unleashed its most aggressive iteration of the iconic Indian Chief with the launch of Sport Chief. Building upon one of the most historic and influential motorcycle namesakes of all time, the 2023 Sport Chief raises the bar for American V-Twin performance cruisers through premium performance-oriented componentry and timeless, American styling.
“Since launching in 2021, the reimagined Indian Chief has garnered incredible feedback from riders all around the world,” said Mike Dougherty, President of Indian Motorcycle. “With the introduction of Sport Chief, the 2023 Indian Chief lineup is more diverse than ever– offering a wide range of performance and styling options to meet each rider’s unique personality and riding preferences.”
When designing Sport Chief, Indian Motorcycle set its sights on performance by utilizing the finest components from proven brands. With KYB® inverted front forks, also featured on Indian Challenger models, Sport Chief offers superior handling and ride performance. The Sport Chief’s dual-disc, four-piston, semi-floating caliper, radial-mounted Brembo® brakes deliver confidence-inspiring stopping power, while piggyback rear FOX® shocks increase travel to four-inches and increases lean angle to 29.5 degrees, compared to other Indian Chief models. The result is an Indian Chief that begs for more aggressive riding and provides the confidence and capability to take the riding experience to another level.
“In 2021, we celebrated the 100-year anniversary of Indian Chief with a lineup that pays homage to the glory days of American motorcycling,” said Ola Stenegärd, Director, Industrial Design for Indian Motorcycle. “With Sport Chief, we wanted to maintain the same care-free attitude and American muscle but elevate it even further with componentry that not only delivers a style and attitude that exudes performance but raises the bar entirely for performance cruisers.”
Featuring a simplistic steel-tube frame, Sport Chief preserves the Indian Chief’s mechanical styling. At the heart of it all, a blacked-out Thunderstroke 116 motor delivers 120 ft-lbs of torque, while a stylish new Quarter Fairing, along with new moto-style bars with machined triple clamps and six-inch risers set the Sport Chief apart from the rest of the Indian Chief lineup. With mid-mount foot controls and a solo gunfighter seat, riders are in a commanding, yet comfortable, riding position. Sport Chief features sport cast wheels wrapped in Pirelli® Night Dragon tires, a four-gallon fuel tank, bobbed rear fender, dual exhaust, LED lighting, keyless ignition, and three selectable ride modes, including Sport, Standard and Tour.
Ride-enhancing technology comes standard with Indian Motorcycle’s class-leading four-inch touchscreen powered by RIDE COMMAND. Accessible via handlebar controls or the digital touchscreen display, riders can cycle through multiple interfaces, including two different gauge configurations, bike and ride information, and turn-by-turn navigation with connected features
like weather and traffic overlays. If using a wireless helmet communicator, riders can control their music within the RIDE COMMAND system once their phone is paired via Bluetooth® or USB. Riders can also access phone information, including recent calls, contacts, number pad and text message history. When connected, incoming calls will appear and can be accepted or declined directly through the RIDE COMMAND system.
For riders looking to personalize their bike, Indian Motorcycle offers an array of accessories that enhance the bike’s performance, comfort, or adds personal style.
Performance Accessories
For a smoother, more comfortable ride, Indian Chief riders can add Adjustable Piggyback Rear FOX® Shocks. Featuring 24 clicks via easy-to-operate twist knobs, riders can adjust compression and rebound damping to suit their riding preference.
Current Indian Chief, Chief Bobber, and Super Chief riders can upgrade to the Sport Chief’s stock dual exposed FOX® Piggyback Rear Shocks, which provide four inches of travel with increased lean angle and an aftermarket, stylish look that increases stability, and improves comfort and capability for aggressive riding.
The new Chief Pathfinder 5 ¾ inch Adaptive LED Headlight, available in chrome or black, features patented, innovative technology that monitors the bike’s lean angle and delivers optimized illumination of the road ahead. With an industry first adaptive high-beam, lighting performance is superior to that of a standard headlight, projecting light a greater distance and spread in front of the bike.
To improve air flow and add high-performance styling, riders can purchase either the Thunderstroke High Flow Air Intake or Thunderstroke Forward Air Intake.
Style Accessories
Indian Chief riders looking to add personal style can select from a variety of Indian Motorcycle accessories. New 10-inch Moto Handlebar Risers not only add style, but deliver a more comfortable reach. Low and Tall windscreen options are available for the Sport Chief’s Quarter Fairing, while a variety of bags, including a Solo Rack and Rack Bag, Tail Bag, and Bobber Saddlebag, complement the bike’s design.
The Sport Chief’s Quarter Fairing and six-inch Moto Handlebar Risers are available for current Indian Chief, Chief Bobber, and Super Chief riders.
Comfort Accessories
For added comfort and improved ergonomics based off height, riders can add an Extended Reach or Reduced Reach Seat. For two-up riding, Indian Motorcycle offers the Chief Syndicate Seat and a Syndicate Low Profile Passenger Backrest, which complements the Sport Chief’s aggressive design.
Pricing for the 2023 Sport Chief starts at $18,999 and is available in Black Smoke, Ruby Smoke, Stealth Gray, and Spirit Blue Smoke. Sport Chief will begin shipping to Indian Motorcycle dealers throughout the U.S. and Canada in March 2023. Riders can learn more at their local Indian Motorcycle dealership, by visiting IndianMotorcycle.com, or by following along on Facebook, Twitter and Instagram.
ABOUT INDIAN MOTORCYCLE
Indian Motorcycle is America’s First Motorcycle Company. Founded in 1901, Indian Motorcycle has won the hearts of motorcyclists around the world and earned distinction as one of America’s most legendary and iconic brands through unrivaled racing dominance, engineering prowess and countless innovations and industry firsts. Today that heritage and passion is reignited under new brand stewardship. To learn more, please visit www.indianmotorcycle.com.
Brembo® is a registered trademark of Freni Brembo S.p.A. Corp of Italy
FOX® is a registered trademark of Fox Factory Inc.
KYB® is a registered trademark of KYB Corporation
Pirelli® is a registered trademark of PIRELLI & C.S.P.A.
Bluetooth® is a registered trademark of Bluetooth Sig, Inc.
Unless noted, trademarks are the property of Indian Motorcycle International, LLC
© 2023 Indian Motorcycle International, LLC
BRP Offers a Ride for Everyone and Every Style with 2024 Snowmobile Lineup
BRP Inc. (TSX: DOO, NASDAQ: DOOO), with its line of Ski-Doo and Lynx snowmobiles, continues to offer the most complete model mix of sleds for 2024. There’s a ride for everyone and every style – from hard core enthusiasts, to casual winter adventurers, to fun for the whole family. This year also brings the first-ever electric models dedicated exclusively to Uncharted Society, BRP’s global network of certified experience outfitters and tour operators that offer curated powersports adventures.
Ski-Doo re-energizes and resets the bar
For 2024, Ski-Doo introduces the MXZ X-RS with the new trail version of the Rotax 850 E-TEC Turbo R featuring an industry-first water injection system, becoming the most powerful 2-stroke engine available. With that extra power, engineers also added the strengthened components of the Competition package to create an even tougher MXZ X-RS to withstand many miles of big bumps and rough trails. Ski-Doo is also expanding the fifth generation of the REV platform to more models, including many with 4-stroke power. With the introduction of 4-stroke power in the REV Gen 5, the MXZ and Renegade lines of snowmobiles reset their positioning in the larger Ski-Doo lineup. The 2024 Backcountry models also see some huge changes with a move to the REV Gen5 and will offer a more athletic look, trail precision and straight-line tracking improvements, better balance of control and fun factor. Finally, the deep snow crowd gets a re-engineered Freeride model that the most hardcore riders will appreciate as it establishes a new standard of handling for the riders that continue to push creativity to new levels in their extreme deep snow maneuvers.
“The new MXZ X-RS is the ultimate trail sled, truly at the pinnacle of high performance. We’ve combined the best components to deliver an unforgettable ride that will leave the most ardent skeptics smiling from ear to ear,” said Jérémi Doyon-Roch, Manager, Global Marketing, Snowmobile and Cross Brand Initiatives at BRP. “We’ve also deployed the REV Gen5 platform on the Renegade, Backcountry and Grand Touring, to offer riders the best possible technologies, refined performance and ultimately, the best experience ever on a snowmobile.”
Ski-Doo is also pleased to continue offering the MXZ 120 and 200, along with the MXZ and Summit Neo models making it easier for anyone and everyone to get in on the fun of riding a snowmobile.
For more details about the MY24 Ski-Doo snowmobile models, including full specs and technical information, visit ski-doo.com.
Lynx expands the Radien2 platform and adds the RE* package to its best selling model
The Lynx Radien2 platform, with its new design, on the Rave, Xterrain and 49 Ranger models is aimed perfectly at the active riding style that Lynx is known for. It offers a smoother ride with less vibration and allows the rider to move freely to control the balance of the snowmobile – adapting to the requirements of varying terrain. To celebrate the 15th anniversary of the Commander model, Lynx also introduces the Commander RE package that features the 180 HP Rotax 900 ACE Turbo R engine, the legendary RE package with high performance shocks and the renewed EasyRide+ rear suspension offering improved comfort and deep snow performance.
“At Lynx, we build snowmobiles for riders as tough as our sleds, driving our community to find new limits in the ride and break through them,” declared Jérémi Doyon-Roch. “Our new 2024 models are no different. The expansion of the Radien2 platform, the Commander RE* package and the new technologies we are introducing make our sleds the best snowmobile to overcome whatever winter throws at us.”
Models available in North America include the Rave RE and Xterrain RE 850 E-TEC with the new Radien2 platform, the Xterrain 900 ACE Turbo R, and the Shredder series including the DS with a new 34-in. ski stance. Also new in the Shredder offerings will be a Shredder RE 3700 850 E-TEC Turbo R, and select RE models in a black coloration. For more details, visit BRPlynx.com.
Ski-Doo and Lynx launch first ever electric snowmobiles
For the first time in 2024, both Ski-Doo and Lynx introduce new electric snowmobiles: the Grand Touring Electric model and the Adventure* Electric model, respectively. Both models enable an emissions-free winter adventure and offer a unique ride that is inviting for first timers to experience the world of snowmobiling. Powered by proprietary Rotax E-Power technology, these snowmobiles are designed and purpose-built exclusively for Uncharted Society experience outfitters and tour operators with features, power and range optimized for guided snowmobile excursions up to 50 km. BRP is dedicated to reducing the carbon footprint of its products while creating new ways to move people so that their experience can be measured in emotions. These two new electric snowmobiles are the first products to be commercialized as part of BRP’s commitment to offer electric models in all of its product lines by 2026. The Grand Touring Electric and Adventure Electric will allow riders to discover the spectacular winter landscape and enjoy the outdoors like never before!
*Available in Europe only
Zero x HUGE Design Release Custom Built SR-X Electric Motorcycle
Zero Motorcycles, the global leader in electric motorcycles and powertrains, is pleased to release the one-of-a-kind SR-X motorcycle, a completely bespoke reimagination of the company’s SR/S model developed by HUGE Design. The SR-X is the latest addition to Zero’s “Design the Future” development program, which has produced some of the most innovative and thought-provoking electric motorcycles in the world. This program brings together some of the industry’s most talented designers and engineers to push the boundaries of what is possible with electric motorcycles.
HUGE Design, led by Bill Webb, has once again played a key role in Zero’s vision for the future. Webb was also responsible for the Zero SM concept bike that heavily influenced the development of one of Zero’s most popular models, specifically the FXE. The SR-X is the latest example of his visionary concepts and Zero’s commitment to innovation. This semi-faired concept bike showcases Zero’s industry-leading electric powertrain and boasts both performance and style.
“The SR-X concept bike strives to hit a design sweet spot for the near future of electric motorcycles by combining clean lines and disciplined design-detailing with the aggressive stance and raw performance found in modern liter bikes,” said Webb. “This bike is an attempt to define a new sub-category for high performance electric, something between a streetfighter and a track bike. We wanted true sport riders to appreciate the subtle and balanced design approach—modern, futuristic and clean without sacrificing the raw-performance look and overtly mechanical appeal of high-performance motorcycles.”
The HUGE team wanted to create a dramatic and low ‘front-heavy’ silhouette with the bodywork that could juxtapose the fully-exposed mechanicals toward the back of the bike in an unconventional way. Impressed by the look of the SR/S chassis and mechanicals, HUGE intentionally designed the SR-X with the raw bike underneath as part of the final composition.
“Working with Bill on the SM concept and FXE over the past few years has led to a great partnership with HUGE Design,” said Brian Wismann, VP of Product Development at Zero. “When we originally spoke about the SR-X project, I couldn’t wait to see Bill’s clean, structured aesthetic applied to our premium sport platform. The result exceeds expectations and points the way forward for our internal design teams.”
Powered by Zero’s advanced ZF75-10 electric motor and the latest ZF17.3 lithium-ion battery, the SR-X represents a bold vision for the future of motorcycling. “At Zero Motorcycles, we are driven by a passion for design and technology, and the SR-X is the perfect expression of this passion,” continued Wismann. “We can’t wait to see how this concept bike will inspire the future of the industry and continue to push the boundaries of what’s possible.”
Can-Am Goes All Out with The Next Generation of Mid-CC Outlander ATVs
BRP Inc. (TSX: DOO, NASDAQ: DOOO) Can-Am ATVs have always helped riders get out and do more, from working on the ranch to tackling the trails. As new consumer needs arise, Can-Am is once again pushing boundaries with the all-new mid-cc (medium engine displacement) Can-Am Outlander ATV recreational and utility models. Designed and built with the emphasis of improving the rider experience at every touchpoint for both work and play, the new Outlander lineup offers more performance, comfort, storage and reliability for the category. All this while being very competitively priced.
“This launch is probably the biggest Can-Am ATV launch of the past 10 years! We are excited to offer consumers a best in class ATV designed with their needs in mind and how they use the product, from the riding experience, to real-world capabilities and our awesome accessories,” said Elsa Vilarinho, Director, Global Marketing, Can-Am Off-Road at BRP.
The new recreational Outlander 700 and 500 models, and utility Outlander PRO HD7 and HD5 models are all equipped with class-leading power, ground clearance, suspension travel, towing capacity, rack capacity and longest maintenance intervals. The Outlander 700 and 500 are some of the most versatile ATVs on the market, giving riders everything they need for their next off-road adventure. For 2023, the new Outlander recreational lineup includes the standard models, the 500 2×4, DPS, XT 700, X mr 700, MAX DPS, and MAX XT 700. The Outlander PRO HD7 and HD5 are built for the ones who have to get things done, they haul, they tow, and they can store more than any other ATV on the market. For 2023, the new Outlander PRO utility lineup includes the standard PRO models, PRO XU, and PRO Hunting Edition.
Engine
An all-new rear facing 650cc single cylinder, liquid cooled, fuel injected Rotax Advanced Combustion Efficiency (ACE) four-stroke engine design and configuration are complemented by a new integrated transmission design and pDrive clutch, all of which give the new Outlander platform class leading power and towing capabilities. Thanks to ECU calibration and different camshaft designs, the 700 and PRO HD7 models have 50-horsepower and 41 ft-lb of torque, while the 500 and PRO HD5 models have 40-horsepower and 37 ft-lb of torque.
All Outlander 500 and 700 machines are equipped with the new pDrive primary CVT transmission for smoother shifting, increased durability and feature L/H/N/R/P gearing. The Outlander PRO HD5 and HD7 machines are equipped with a new pDrive primary CVT transmission that also features work calibration along with Extra L/H/N/R/P gearing. Both the Outlander and Outlander PRO platforms share a selectable 2WD / 4WD with Visco-Lok†, Visco-Lok† QE or Visco-4Lok with auto-locking front differential drivetrain offered according to the packages.
Chassis
A new tubular steel chassis design derived from the Can-Am Maverick X3 platform, front and rear arched A-Arm suspension configuration are what have given the new Outlander and Outlander PRO platforms the class-leading suspension travel and ground clearance. Both the recreational and utility models are equipped with 9.75″ of double A-Arm front suspension travel with twin tube shocks upfront, and with 10.25″ in the rear. The PRO models feature stiffer suspension tuning to allow for working conditions and heavier payloads. The combination of the chassis and suspension design create the unrivaled ground clearance, handling, and stability of the new Outlander platform, with up to 13″ of ground clearance on certain models.
The new chassis of the Outlander platform allowed for enhanced ergonomic comfort for riders and passengers. Riders will immediately notice the increased knee room and more spacious floorboards that improve handling and increase stability. A thick and durable seat also takes comfort to the next level and reduces noise and chassis feedback. Complementing the new pDrive primary CVT transmission is a more ergonomically friendly shift lever with a smoother grip and refined shifting experience.
Storage & Accessories
The Outlander and Outlander PRO both come standard with incredible storage capabilities, starting upfront with the new 1-gallon integrated glove box compartment and select models also feature a magnetic phone mount and USB port to keep riders’ devices charged while they are on the go.
The new Outlander platform is available with 125 different LinQ accessory options, it has something for everyone. The vehicle accessory options are broken down into three categories, front cargo area, handlebar interface and ergo zone, and rear cargo area. There are ergonomic accessories like heated grips and windshield options. Storage accessories for the front and rear of the vehicle for things like gun racks, chainsaws, and just about any other necessary tool. Utility accessory options include items like a winch, plow, and auxiliary gas can. Performance accessories include items like skid plates, snow trax, and HID lightning options. The numerous accessories available to riders help them make the most out of their day, whether they are working or playing.
Fox Factory Holding Corp. Announces Fourth Quarter and Fiscal 2022 Financial Results
Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX” or the “Company”) today reported financial results for the fourth quarter and fiscal year ended December 30, 2022.
Fourth Quarter Fiscal 2022 Highlights
- Sales increased 19.4% to $408.6 million, compared to $342.3 million in the same period last fiscal year
- Gross profit increased 22.0% to $130.9 million, compared to $107.3 million in the same period last fiscal year. Gross margin percentage increased 70 basis points to 32.0%, compared to 31.3% in the same period last fiscal year; non-GAAP adjusted gross margin percentage increased 40 basis points to 32.0%, compared to 31.6% in the same period last fiscal year
- Net income was $53.0 million, or 13.0% of sales and $1.25 of earnings per diluted share, compared to $37.7 million, or 11.0% of sales and $0.89 of earnings per diluted share in the same period last fiscal year
- Non-GAAP adjusted net income was $60.8 million, or $1.43 of non-GAAP adjusted earnings per diluted share, compared to $44.8 million, or $1.06 of non-GAAP adjusted earnings per diluted share in the same period last fiscal year
- Adjusted EBITDA was $76.8 million, or 18.8% of sales, compared to $61.1 million, or 17.8% of sales in the same period last fiscal year
“Thanks to a strong finish in the fourth quarter, FOX had another record year for both revenue and earnings in 2022. Our team stayed focused on our mission, leveraging our diverse portfolio to combat supply chain and labor constraints, as well as threats from inflation. In the fourth quarter, we also saw continued improvement in our Gainesville, Georgia facility, which provides a solid foundation for continued improvement in 2023. To further diversify our business and to continue building on our vertical integration strategy, we recently announced the acquisition of Custom Wheel House, LLC. Custom Wheel House, based out of Rancho Dominguez, California, designs, markets, and distributes high-performance wheels, performance off-road tires, and accessories including the premier flagship brand Method Race Wheels. This acquisition provides us with additional market diversification, as well as significant vertical integration for our lift kit and up-fitted truck business,” said Mike Dennison, FOX’s Chief Executive Officer. “As we enter 2023, we are aware that the global economy will continue to experience some challenges under the weight of inflationary pressures and tightening monetary conditions. As we navigate these challenges we will continue to fine-tune our product lines, while exploring investments to ensure our future success. Our achievements in 2022 provide us with confidence in our ability to execute our tactical objectives as well as deliver on our long term strategic vision.”
Sales for the fourth quarter of fiscal 2022 were $408.6 million, an increase of 19.4%, as compared to sales of $342.3 million in the fourth quarter of fiscal 2021. This increase reflects a 38.5% increase in Powered Vehicles Group sales and a 1.9% decrease in Specialty Sports Group sales. The increase in Powered Vehicles Group sales is primarily due to increased demand in the original equipment manufacturer (“OEM”) channel and strong performance in our upfitting product lines. The decrease in Specialty Sports Group sales is driven by return to seasonality.
Gross margin was 32.0% for the fourth quarter of fiscal 2022, a 70 basis point increase from gross margin of 31.3% in the fourth quarter of fiscal 2021. Non-GAAP adjusted gross margin increased 40 basis points to 32.0% from the same prior fiscal year period, excluding the effects of strategic transformation costs and other non-recurring items. The increase in gross margin was primarily driven by efficiencies gained at our Gainesville, Georgia facility and strong performance in our upfitting product lines. A reconciliation of gross profit to non-GAAP adjusted gross profit and the resulting non-GAAP adjusted gross margin is provided at the end of this press release.
Total operating expenses were $74.2 million for the fourth quarter of fiscal 2022, compared to $64.2 million in the fourth quarter of fiscal 2021. Operating expenses increased by $10.0 million primarily due to higher employee headcount and benefit-related costs, higher insurance and facility-related expenses, and higher commission costs. As a percentage of sales, operating expenses for the fourth quarter of fiscal 2022 were 18.1%, compared to 18.8% in the fourth quarter of fiscal 2021. Non-GAAP operating expenses were $66.1 million, or 16.2% of sales in the fourth quarter of fiscal 2022, compared to $57.2 million, or 16.7% of sales, in the fourth quarter of the prior fiscal year. Reconciliations of operating expense to non-GAAP operating expense are provided at the end of this press release.
The Company’s effective tax rate was 0.4% in the fourth quarter of fiscal 2022, compared to 9.6% in the fourth quarter of fiscal 2021. The decrease in the Company’s effective tax rate was primarily due to U.S. tax regulations proposed in November 2022 that the Company early adopted and resulted in the ability to use certain foreign tax credits. This was partially offset by decreased benefits from stock compensation deductions.
Net income in the fourth quarter of fiscal 2022 was $53.0 million, compared to $37.7 million in the fourth quarter of the prior fiscal year. Earnings per diluted share for the fourth quarter of fiscal 2022 were $1.25, compared to earnings per diluted share of $0.89 for the fourth quarter of fiscal 2021.
Non-GAAP adjusted net income in the fourth quarter of fiscal 2022 was $60.8 million, or $1.43 of adjusted earnings per diluted share, compared to adjusted net income of $44.8 million, or $1.06 of adjusted earnings per diluted share, in the same period of the prior fiscal year. Reconciliations of net income as compared to non-GAAP adjusted net income and the calculation of non-GAAP adjusted earnings per diluted share are provided at the end of this press release.
Adjusted EBITDA in the fourth quarter of fiscal 2022 was $76.8 million, compared to $61.1 million in the fourth quarter of fiscal 2021. Adjusted EBITDA margin in the fourth quarter of fiscal 2022 was 18.8%, compared to 17.8% in the fourth quarter of fiscal 2021. Reconciliations of net income to adjusted EBITDA and the calculation of adjusted EBITDA margin are provided at the end of this press release.
Fiscal Year 2022 Results
Sales for the twelve months ended December 30, 2022 were $1,602.5 million, an increase of 23.4%, compared to sales of $1,299.1 million in fiscal year 2021. Sales of Powered Vehicle and Specialty Sports products increased 28.0% and 17.6%, respectively, for fiscal year 2022 compared to the prior fiscal year period.
Gross margin was 33.2% in fiscal year 2022, a 10 basis point decrease, compared to gross margin of 33.3% in fiscal year 2021. On a non-GAAP basis, adjusted gross margin was 33.4% in fiscal year 2022, a 10 basis point decrease, compared to 33.5% in fiscal year 2021, excluding the effects of strategic transformation costs and other non-recurring items. The decrease in gross margin for fiscal year 2022 was primarily due to increases in factory overhead and materials costs, each of which were driven higher by inflation. Additionally, the completion of the planned shutdown of our Watsonville, California facility and transition of those production lines resulted in inefficiencies in the first half of fiscal year 2022, as we ramped up our Gainesville, Georgia facility. A reconciliation of gross profit to non-GAAP adjusted gross profit and the resulting non-GAAP adjusted gross margin is provided at the end of this press release.
Net income in fiscal year 2022 was $205.3 million, compared to $163.8 million in the prior fiscal year. Earnings per diluted share for fiscal year 2022 was $4.84, compared to $3.87 in fiscal year 2021.
Non-GAAP adjusted net income in fiscal year 2022 was $232.7 million, or $5.49 of adjusted earnings per diluted share, compared to $190.8 million, or $4.50 of adjusted earnings per diluted share in the prior fiscal year. Reconciliations of net income to non-GAAP adjusted net income and the calculation of non-GAAP adjusted earnings per diluted share are provided at the end of this press release.
Adjusted EBITDA increased to $321.8 million in fiscal year 2022, compared to $263.9 million in fiscal year 2021. Adjusted EBITDA margin decreased to 20.1% in fiscal year 2022, compared to 20.3% in fiscal year 2021. Reconciliations of net income to adjusted EBITDA and the calculation of adjusted EBITDA margin are provided at the end of this press release.
Balance Sheet Highlights
As of December 30, 2022, the Company had cash and cash equivalents of $145.3 million, compared to $179.7 million as of December 31, 2021. Inventory was $350.6 million as of December 30, 2022, compared to $279.8 million as of December 31, 2021. As of December 30, 2022, accounts receivable and accounts payable were $200.4 million and $131.2 million, respectively, compared to $142.0 million and $100.0 million, respectively, as of December 31, 2021. Prepaids and other current assets were $101.4 million as of December 30, 2022, compared to $123.1 million as of December 31, 2021. The increase in inventory is due to several factors, including natural growth to meet anticipated demand, receipt of long lead time items that had been delayed, and higher levels of safety stock to mitigate supply chain uncertainty. The increases in accounts receivable and accounts payable reflect normal business growth, as well as the timing of customer collections and vendor payments. The decrease in prepaids and other current assets is primarily due to a lower supply of chassis as we worked through the safety stock that we had stored since early 2022, partially offset by an increase in various tax credits. Deferred tax assets were $57.3 million as of December 30, 2022, compared to $35.0 million as of December 31, 2021. The increase in deferred tax assets was primarily due to recently finalized tax regulations that require the capitalization of research and development expenses. Total debt was $200.0 million as of December 30, 2022, compared to $378.5 million as of December 31, 2021, due to additional payments made on our line of credit.
Acquisition of Custom Wheel House, LLC (“Custom Wheel House”)
As previously announced on February 21, 2023, the Company’s subsidiary, Fox Factory, Inc., has signed a definitive agreement to acquire all of the outstanding equity interest of Custom Wheel House (“Custom Wheel House”) for $131.6 million. Custom Wheel House is a designer, marketer and distributor of automotive aftermarket wheels, performance tires and accessories, including the premier flagship brand Method Race Wheels. The transaction will be financed through a combination of cash on hand and borrowings under our existing 2022 Credit Facility. This transaction is expected to close in the first quarter of 2023, subject to customary closing conditions, and to be accretive to FOX’s fiscal 2023 financial results.
Fiscal 2023 Guidance
For the first quarter of fiscal 2023, the Company expects sales in the range of $380 million to $400 million and non-GAAP adjusted earnings per diluted share in the range of $1.10 to $1.30.
For the fiscal year 2023, the Company expects sales in the range of $1,670 million to $1,700 million and non-GAAP adjusted earnings per diluted share in the range of $5.15 to $5.45. For purposes of our fiscal 2023 guidance, we expect our full year effective tax rate to be within the range of 15% to 18%.
Non-GAAP adjusted earnings per diluted share exclude the following items net of applicable tax: amortization of purchased intangibles, litigation and settlement-related expenses, acquisition and integration-related expenses, strategic transformation costs and other non-recurring items. A quantitative reconciliation of non-GAAP adjusted earnings per diluted share for the first quarter and full fiscal year 2023 is not available without unreasonable efforts because management cannot predict, with sufficient certainty, all of the elements necessary to provide such a reconciliation.
Conference Call & Webcast
The Company will hold an investor conference call today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The conference call dial-in number for North America listeners is (800) 274-8461, and international listeners may dial (203) 518-9814; the conference ID is FOXFQ422 or 36937422. Live audio of the conference call will be simultaneously webcast in the Investor Relations section of the Company’s website at http://www.ridefox.com. The webcast of the teleconference will be archived and available on the Company’s website.
About Fox Factory Holding Corp. (NASDAQ: FOXF)
Fox Factory Holding Corp. designs and manufactures performance-defining ride dynamics products primarily for bicycles, on-road and off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, motorcycles, and commercial trucks. The Company is a direct supplier to leading powered vehicle OEMs. Additionally, the Company supplies top bicycle OEMs and their contract manufacturers, and provides aftermarket products to retailers and distributors.
FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.
Non-GAAP Financial Measures
In addition to reporting financial measures in accordance with generally accepted accounting principles (“GAAP”), FOX is including in this press release “non-GAAP adjusted gross profit,” “non-GAAP adjusted gross margin,” “non-GAAP operating expense,” “non-GAAP adjusted net income,” “non-GAAP adjusted earnings per diluted share,” “adjusted EBITDA,” and “adjusted EBITDA margin,” all of which are non-GAAP financial measures. FOX defines non-GAAP adjusted gross profit as gross profit margin adjusted for certain strategic transformation costs and other non-recurring items. Non-GAAP adjusted gross margin is defined as non-GAAP adjusted gross profit divided by total sales. FOX defines non-GAAP operating expense as operating expense adjusted for amortization of purchased intangibles, litigation and settlement-related expenses, acquisition and integration-related expenses, and strategic transformation costs. FOX defines non-GAAP adjusted net income as net income adjusted for amortization of purchased intangibles, litigation and settlement-related expenses, acquisition and integration-related expenses, strategic transformation costs and other non-recurring items, all net of applicable tax. These adjustments are more fully described in the tables included at the end of this press release. Non-GAAP adjusted earnings per diluted share is defined as non-GAAP adjusted net income divided by the weighted average number of diluted shares of common stock outstanding during the period. FOX defines adjusted EBITDA as net income adjusted for interest expense, net other expense, income taxes, amortization of purchased intangibles, depreciation, stock-based compensation, litigation and settlement related expenses, acquisition and integration-related expenses, strategic transformation costs and other non-recurring items that are more fully described in the tables included at the end of this press release. Adjusted EBITDA margin is defined as adjusted EBITDA divided by sales.
FOX includes these non-GAAP financial measures because it believes they allow investors to understand and evaluate the Company’s core operating performance and trends. In particular, the exclusion of certain items in calculating non-GAAP adjusted gross profit, non-GAAP operating expense, non-GAAP adjusted net income and adjusted EBITDA (and accordingly, non-GAAP adjusted gross margin, non-GAAP adjusted earnings per diluted share and adjusted EBITDA margin) can provide a useful measure for period-to-period comparisons of the Company’s core business. These non-GAAP financial measures have limitations as analytical tools, including the fact that such non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies because other companies may calculate non-GAAP adjusted gross profit, non-GAAP adjusted gross margin, non-GAAP operating expense, non-GAAP adjusted net income, non-GAAP adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin differently than FOX does. For more information regarding these non-GAAP financial measures, see the tables included at the end of this press release.
FOX FACTORY HOLDING CORP.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
As of | As of | ||||||
December 30, | December 31 | ||||||
2022 | 2021 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 145,250 | $ | 179,686 | |||
Accounts receivable (net of allowances of $443 and $410 at December 30, 2022 and December 31, 2021, respectively) | 200,440 | 142,040 | |||||
Inventory | 350,620 | 279,837 | |||||
Prepaids and other current assets | 101,364 | 123,107 | |||||
Total current assets | 797,674 | 724,670 | |||||
Property, plant and equipment, net | 202,215 | 192,003 | |||||
Lease right-of-use assets | 48,096 | 38,752 | |||||
Deferred tax assets | 57,339 | 34,998 | |||||
Goodwill | 323,978 | 323,299 | |||||
Intangibles, net | 178,980 | 197,021 | |||||
Other assets | 10,054 | 4,986 | |||||
Total assets | $ | 1,618,336 | $ | 1,515,729 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 131,160 | $ | 99,984 | |||
Accrued expenses | 127,729 | 112,378 | |||||
Current portion of long-term debt | — | 17,500 | |||||
Total current liabilities | 258,889 | 229,862 | |||||
Line of credit | 200,000 | — | |||||
Long-term debt, less current portion | — | 360,953 | |||||
Other liabilities | 38,061 | 30,832 | |||||
Total liabilities | 496,950 | 621,647 | |||||
Stockholders’ equity | |||||||
Preferred stock, $0.001 par value — 10,000 authorized and no shares issued or outstanding as of December 30, 2022 and December 31, 2021 | — | — | |||||
Common stock, $0.001 par value — 90,000 authorized; 43,160 shares issued and 42,270 outstanding as of December 30, 2022; 43,010 shares issued and 42,120 outstanding as of December 31, 2021 | 42 | 42 | |||||
Additional paid-in capital | 356,239 | 344,119 | |||||
Treasury stock, at cost; 890 common shares as of December 30, 2022 and December 31, 2021 | (13,754 | ) | (13,754 | ) | |||
Accumulated other comprehensive income | 14,782 | 4,876 | |||||
Retained earnings | 764,077 | 558,799 | |||||
Total stockholders’ equity | 1,121,386 | 894,082 | |||||
Total liabilities and stockholders’ equity | $ | 1,618,336 | $ | 1,515,729 |
FOX FACTORY HOLDING CORP.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
For the three months ended | For the twelve months ended | |||||||||||
December 30, | December 31, | December 30, | December 31, | |||||||||
2022 | 2021 | 2022 | 2021 | |||||||||
Sales | $ | 408,641 | $ | 342,329 | $ | 1,602,491 | $ | 1,299,064 | ||||
Cost of sales | 277,769 | 235,027 | 1,071,148 | 866,732 | ||||||||
Gross profit | 130,872 | 107,302 | 531,343 | 432,332 | ||||||||
Operating expenses: | ||||||||||||
Sales and marketing | 20,529 | 18,710 | 90,801 | 70,925 | ||||||||
Research and development | 15,394 | 13,157 | 56,205 | 46,567 | ||||||||
General and administrative | 32,921 | 27,032 | 116,103 | 97,241 | ||||||||
Amortization of purchased intangibles | 5,323 | 5,317 | 21,537 | 20,685 | ||||||||
Total operating expenses | 74,167 | 64,216 | 284,646 | 235,418 | ||||||||
Income from operations | 56,705 | 43,086 | 246,697 | 196,914 | ||||||||
Interest and other expense, net: | ||||||||||||
Interest expense | 2,598 | 1,811 | 8,939 | 8,162 | ||||||||
Other expense (income), net | 927 | (484 | ) | 3,994 | 371 | |||||||
Interest and other expense, net | 3,525 | 1,327 | 12,933 | 8,533 | ||||||||
Income before income taxes | 53,180 | 41,759 | 233,764 | 188,381 | ||||||||
Provision for income taxes | 221 | 4,025 | 28,486 | 24,563 | ||||||||
Net income | $ | 52,959 | $ | 37,734 | $ | 205,278 | $ | 163,818 | ||||
Earnings per share: | ||||||||||||
Basic | $ | 1.25 | $ | 0.90 | $ | 4.86 | $ | 3.90 | ||||
Diluted | $ | 1.25 | $ | 0.89 | $ | 4.84 | $ | 3.87 | ||||
Weighted-average shares used to compute earnings per share: | ||||||||||||
Basic | 42,284 | 42,112 | 42,232 | 42,022 | ||||||||
Diluted | 42,417 | 42,389 | 42,384 | 42,366 |
FOX FACTORY HOLDING CORP.
NET INCOME TO NON-GAAP ADJUSTED NET INCOME RECONCILIATION
AND CALCULATION OF NON-GAAP ADJUSTED EARNINGS PER SHARE
(in thousands, except per share data)
(unaudited)
The following table provides a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to non-GAAP adjusted net income (a non-GAAP measure), and the calculation of non-GAAP adjusted earnings per share (a non-GAAP measure) for the three and twelve months ended December 30, 2022 and December 31, 2021. These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.
For the three months ended | For the twelve months ended | ||||||||||||||
December 30, | December 31, | December 30, | December 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||||
Net income | $ | 52,959 | $ | 37,734 | $ | 205,278 | $ | 163,818 | |||||||
Amortization of purchased intangibles | 5,323 | 5,317 | 21,537 | 20,685 | |||||||||||
Litigation and settlement-related expenses | 2,626 | 123 | 4,222 | 821 | |||||||||||
Other acquisition and integration-related expenses (1) | 112 | 1,572 | 1,824 | 6,094 | |||||||||||
Strategic transformation costs (2) | — | 851 | 2,769 | 3,422 | |||||||||||
Non-recurring property tax assessment (3) | — | — | 841 | — | |||||||||||
Tax impacts of reconciling items above (4) | (180 | ) | (794 | ) | (3,801 | ) | (4,045 | ) | |||||||
Non-GAAP adjusted net income | $ | 60,840 | $ | 44,803 | $ | 232,670 | $ | 190,795 | |||||||
Non-GAAP adjusted EPS | |||||||||||||||
Basic | $ | 1.44 | $ | 1.06 | $ | 5.51 | $ | 4.54 | |||||||
Diluted | $ | 1.43 | $ | 1.06 | $ | 5.49 | $ | 4.50 | |||||||
Weighted average shares used to compute non-GAAP adjusted EPS | |||||||||||||||
Basic | 42,284 | 42,112 | 42,232 | 42,022 | |||||||||||
Diluted | 42,417 | 42,389 | 42,384 | 42,366 |
(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations.
(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.
(3) Represents amounts paid for a non-recurring property tax assessment.
(4) Tax impact calculated based on the respective year-to-date effective tax rate.
FOX FACTORY HOLDING CORP.
NET INCOME TO ADJUSTED EBITDA RECONCILIATION AND
CALCULATION OF NET INCOME MARGIN AND ADJUSTED EBITDA MARGIN
(in thousands)
(unaudited)
The following tables provide a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to adjusted EBITDA (a non-GAAP measure), and the calculations of net income margin and adjusted EBITDA margin (a non-GAAP measure) for the three and twelve months ended December 30, 2022 and December 31, 2021. These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.
For the three months ended | For the twelve months ended | ||||||||||||||
December 30, | December 31, | December 30, | December 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||||
Net income | $ | 52,959 | $ | 37,734 | $ | 205,278 | $ | 163,818 | |||||||
Provision for income taxes | 221 | 4,025 | 28,486 | 24,563 | |||||||||||
Depreciation and amortization | 12,428 | 11,519 | 49,241 | 43,425 | |||||||||||
Non-cash stock-based compensation | 4,972 | 4,060 | 16,351 | 13,914 | |||||||||||
Litigation and settlement-related expenses | 2,626 | 123 | 4,222 | 821 | |||||||||||
Other acquisition and integration-related expenses (1) | 112 | 1,412 | 1,710 | 5,453 | |||||||||||
Strategic transformation costs (2) | — | 851 | 2,769 | 3,422 | |||||||||||
Non-recurring property tax assessment (3) | — | — | 841 | — | |||||||||||
Interest and other expense, net | 3,525 | 1,327 | 12,933 | 8,533 | |||||||||||
Adjusted EBITDA | $ | 76,843 | $ | 61,051 | $ | 321,831 | $ | 263,949 | |||||||
Net Income Margin | 13.0 | % | 11.0 | % | 12.8 | % | 12.6 | % | |||||||
Adjusted EBITDA Margin | 18.8 | % | 17.8 | % | 20.1 | % | 20.3 | % |
(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations, excluding $114 in stock-based compensation for the twelve month period ended December 30, 2022, and $160 and $641 of stock-based compensation for the three and twelve month periods ended December 31, 2021, respectively.
(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.
(3) Represents amounts paid for a non-recurring property tax assessment.
FOX FACTORY HOLDING CORP.
GROSS PROFIT TO NON-GAAP ADJUSTED GROSS PROFIT RECONCILIATION AND
CALCULATION OF GROSS MARGIN AND NON-GAAP ADJUSTED GROSS MARGIN
(in thousands)
(unaudited)
The following table provides a reconciliation of gross profit to non-GAAP adjusted gross profit (a non-GAAP measure) for the three and twelve months ended December 30, 2022 and December 31, 2021, and the calculation of gross margin and non-GAAP adjusted gross margin (a non-GAAP measure). These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.
For the three months ended | For the twelve months ended | ||||||||||||||
December 30, | December 31, | December 30, | December 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||||
Sales | $ | 408,641 | $ | 342,329 | $ | 1,602,491 | $ | 1,299,064 | |||||||
Gross Profit | $ | 130,872 | $ | 107,302 | $ | 531,343 | $ | 432,332 | |||||||
Strategic transformation costs (1) | — | 851 | 2,769 | 3,422 | |||||||||||
Non-recurring property tax assessment (2) | — | — | 841 | — | |||||||||||
Non-GAAP Adjusted Gross Profit | $ | 130,872 | $ | 108,153 | $ | 534,953 | $ | 435,754 | |||||||
Gross Margin | 32.0 | % | 31.3 | % | 33.2 | % | 33.3 | % | |||||||
Non-GAAP Adjusted Gross Margin | 32.0 | % | 31.6 | % | 33.4 | % | 33.5 | % |
(1) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.
(2) Represents amounts paid for a non-recurring property tax assessment.
FOX FACTORY HOLDING CORP.
OPERATING EXPENSE TO NON-GAAP OPERATING EXPENSE RECONCILIATION AND
CALCULATION OF OPERATING EXPENSE AND NON-GAAP OPERATING EXPENSE AS A PERCENTAGE OF SALES
(in thousands)
(unaudited)
The following tables provide a reconciliation of operating expense to non-GAAP operating expense (a non-GAAP measure) and the calculations of operating expense as a percentage of sales and non-GAAP operating expense as a percentage of sales (a non-GAAP measure), for the three and twelve months ended December 30, 2022 and December 31, 2021. These non-GAAP financial measures are provided in addition to, and not as an alternative for, the Company’s reported GAAP results.
For the three months ended | For the twelve months ended | ||||||||||||||
December 30, | December 31, | December 30, | December 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||||
Sales | $ | 408,641 | $ | 342,329 | $ | 1,602,491 | $ | 1,299,064 | |||||||
Operating Expense | $ | 74,167 | $ | 64,216 | $ | 284,646 | $ | 235,418 | |||||||
Amortization of purchased intangibles | (5,323 | ) | (5,317 | ) | (21,537 | ) | (20,685 | ) | |||||||
Litigation and settlement-related expenses | (2,626 | ) | (123 | ) | (4,222 | ) | (821 | ) | |||||||
Other acquisition and integration-related expenses (1) | (112 | ) | (1,572 | ) | (1,824 | ) | (6,094 | ) | |||||||
Non-GAAP operating expense | $ | 66,106 | $ | 57,204 | $ | 257,063 | $ | 207,818 | |||||||
Operating expense as a percentage of sales | 18.1 | % | 18.8 | % | 17.8 | % | 18.1 | % | |||||||
Non-GAAP operating expense as a percentage of sales | 16.2 | % | 16.7 | % | 16.0 | % | 16.0 | % |
(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release including earnings guidance may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential” or “continue” or other similar terms or expressions and such forward-looking statements include, but are not limited to, statements about the impact of the global outbreak of COVID-19 on the Company’s business and operations; the Company’s continued growing demand for its products; the Company’s execution on its strategy to improve operating efficiencies; the Company’s optimism about its operating results and future growth prospects; the Company’s expected future sales and future non-GAAP adjusted earnings per diluted share; and any other statements in this press release that are not of a historical nature. Many important factors may cause the Company’s actual results, events or circumstances to differ materially from those discussed in any such forward-looking statements, including but not limited to: the Company’s ability to complete any acquisition and/or incorporate any acquired assets into its business; the Company’s ability to maintain its suppliers for materials, product parts and vehicle chassis without significant supply chain disruptions; the Company’s ability to improve operating and supply chain efficiencies; the Company’s ability to enforce its intellectual property rights; the Company’s future financial performance, including its sales, cost of sales, gross profit or gross margin, operating expenses, ability to generate positive cash flow and ability to maintain profitability; the Company’s ability to adapt its business model to mitigate the impact of certain changes in tax laws; changes in the relative proportion of profit earned in the numerous jurisdictions in which the Company does business and in tax legislation, case law and other authoritative guidance in those jurisdictions; factors which impact the calculation of the weighted average number of diluted shares of common stock outstanding, including the market price of the Company’s common stock, grants of equity-based awards and the vesting schedules of equity-based awards; the Company’s ability to develop new and innovative products in its current end-markets and to leverage its technologies and brand to expand into new categories and end-markets; the Company’s ability to increase its aftermarket penetration; the Company’s exposure to exchange rate fluctuations; the loss of key customers; strategic transformation costs; the outcome of pending litigation; the possibility that the Company may not be able to accelerate its international growth; the Company’s ability to maintain its premium brand image and high-performance products; the Company’s ability to maintain relationships with the professional athletes and race teams that it sponsors; the possibility that the Company may not be able to selectively add additional dealers and distributors in certain geographic markets; the overall growth of the markets in which the Company competes; the Company’s expectations regarding consumer preferences and its ability to respond to changes in consumer preferences; changes in demand for high-end suspension and ride dynamics products; the Company’s loss of key personnel, management and skilled engineers; the Company’s ability to successfully identify, evaluate and manage potential acquisitions and to benefit from such acquisitions; product recalls and product liability claims; the impact of change in China-Taiwan relations on our business, our operations or our supply chain, the impact of the Russian invasion of Ukraine on the global economy, energy supplies and raw materials; future economic or market conditions, including the impact of inflation or the U.S. Federal Reserve’s interest rate increases in response thereto; and the other risks and uncertainties described in “Risk Factors” contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and filed with the Securities and Exchange Commission on February 24, 2022, or Quarterly Reports on Form 10-Q or otherwise described in the Company’s other filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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