FOX FACTORY TO ACQUIRE SCA PERFORMANCE HOLDINGS, INC. FEBRUARY 2020 - PowerPoint PPT Presentation

FOX FACTORY TO ACQUIRE SCA PERFORMANCE HOLDINGS, INC. FEBRUARY 2020

SAFE HARBOR STATEMENT This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. This presentation contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our 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 the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, future economic or market conditions and the other risks and uncertainties described in “Risk Factors” contained in the Company’s Annual Report on Form 10-K 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 presentation. Nothing in this presentation should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no duty to update these forward-looking statements. This presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles (“GAAP”). We use non-GAAP financial measures, including “Adjusted EBITDA,” as useful measures of the Company’s core operating performance and trends and period-to-period comparisons of the Company’s core business. These non-GAAP financial measures have limitations as analytical tools and should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

TRANSACTION SUMMARY FOX to acquire SCA Performance Holdings, Inc. (SCA) for $328 million • Transaction expected to close in late Q1 2020, subject to customary PURCHASE PRICE • closing conditions Will complete an expanded and syndicated credit facility led by Bank of • America as part of this transaction which includes both term and FINANCING revolving debt upon closing. Financing and cash on hand will fund the purchase price Accretive to financial results with opportunity to drive additional long • term, top line growth SYNERGIES Full SCA integration to generate ~$3 million of annual cost synergies • Creates an opportunity to add FOX products, including lift kits and • suspension components, to SCA’s vehicles 3

STRATEGIC RATIONALE BOLSTERS FOX’S LEADERSHIP POSITION IN AN ATTRACTIVE MARKET SIGNIFICANT GROWTH POTENTIAL COMPELLING FINANCIAL BENEFITS EXPERIENCED LEADERSHIP TEAM WITH STRONG TRACK RECORD CONTINUES FOX’S SUCCESSUL TRACK RECORD OF STRATEGIC M&A 4

SCA OVERVIEW • Leading OEM authorized specialty vehicle manufacturer for Remaining 9 Months 2020E FOX Financial Projections light duty trucks in North America, operating through three brands Sales Adj. EBITDA 1 • Offers proprietary premium design packages, OEM warranty and high-quality installations $83 - $89 $22 - $24 Million Million Complementary Brands for Up-Fitting Pickup Trucks Brand Overview SCA Group Founded 1979 1986 1978 - Location Birmingham, AL Franklin Springs, GA Fort Collins, CO - General Motors General Motors General Motors General Motors Ford Ford Bailment Ford Ford Pools Fiat Chrysler Fiat Chrysler Fiat Chrysler Nissan Fiat Chrysler Nissan (1) Net of integration related investments. 5

EXPANDED NATIONWIDE GEOGRAPHY • Combined footprint of nearly 2,000 automotive dealerships with significant nationwide geographic diversity • Logistically efficient manufacturing base, provides better product delivery to dealers FOX HQ SCA Facility Tuscany Facility Tuscany Dealership SCA Dealership 6

SPECIALTY VEHICLE MFG. MARKET LEADERSHIP OEM Specialty Vehicle Manufacturing Market (1) SCA Platform Expands Tuscany TAM and Enhances Segmentation Others Pro Competitor B Ultra Enthusiast Weekend Warrior Outdoor / Performance Enthusiast Competitor A General Consumer COMBINATION OF SCA AND TUSCANY CREATES A CLEAR AFTERMARKET CATEGORY LEADER *Note: Volume figures derived from Fox Factory management estimates. 7 (1) Represents Tuscany and SCA’s peer group of upfitters with direct OEM relationships and does not include independent upfitters or dealers.

ATTRACTIVE INDUSTRY DYNAMICS DRIVE SECULAR GROWTH SCA acquisition solidifies FOX’s strategic presence in the light-duty • truck and SUV end-markets which have experienced strong secular growth 2006 2019 26% 49% 51% 74% Light Trucks & SUVs Passenger Cars 8 *Note: Pie charts generated by Jefferies, LLC.

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