EX-99.2 4 a51437495_ex992.htm EXHIBIT 99.2
Exhibit 99.2
 
 
 Acquisition of Transamerican Auto Parts  October 12, 2016  POLARIS INDUSTRIES INC. 
 

   2  TAP 10/12/16  Except for historical information contained herein, the matters set forth in this presentation, including management’s expectations regarding the effective purchase price, financing of the purchase price, timing of closing, synergies and other benefits of the acquisition, and future performance of TAP and the combined companies are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include factors such as the proposed transaction may not be completed, or completed within the expected timeframe; costs relating to the proposed transaction may be greater than expected; the possibility that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval in connection with the proposed transaction; anticipated tax benefits may not be achieved by the Company; problems may arise in integrating the businesses of the two companies and the integration may not be successful; the combined companies may be unable to achieve the anticipated synergies or those benefits may take longer to realize than expected; the businesses of one or both companies may suffer as a result of uncertainties surrounding the proposed transaction including disruption of relationships with customers, employees or suppliers; increased competition and its effect on pricing; the combined companies may not perform as expected following the closing; and other risks beyond the control of either party. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any duty to any person to provide updates to its forward-looking statements.  Forward Looking Statements and Important Disclosures 
 

   3  Transaction Overview and RationaleTransamerican Auto Parts OverviewFinancial SummaryClosing Comments  Agenda  1  2  3  4  TAP 10/12/16 
 

 Scott W. Wine, Chairman & CEO  Acquisition of Transamerican Auto Parts CompanyOctober 12, 2016  TAP 10/12/16  4 
 

 Profitable Addition to Polaris’ Aftermarket Portfolio  5  TAP 10/12/16  Acquiring Transamerican Auto Parts Company (“TAP”); expect late-Q4’16 closeVertically integrated multi-channel market leader focused on the $10+ billion Jeep and truck aftermarket accessories space~$740 million in sales (TTM September 30, 2016)$665 million purchase price; ~9.0x EBITDA, net of NPV of estimated future tax benefitsAccretive to EPS in 2017, excluding purchase accounting/acquisition costsSignificant synergy opportunitiesStrong, experienced leadership team with profitable growth focusTAP to continue as distinct business – minimal integration risk  Transaction Overview  1 
 

 6  TAP 10/12/16  Strategic Rationale  Complementary Business Model  Strong Profitable Growth Potential  Immediate market leadership in growing $10+ billion N. A. off-road Jeep and truck aftermarket space4WD aftermarket corresponds closely to Polaris ORV businessCreates a leading enterprise in the off-road enthusiast market  Large and growing Jeep and truck vehicle installed fleet; 60+ million vehicles Significant opportunity to grow retail networkSynergy potential through efficiencies and cross-selling, where appropriate  1  Expanded InnovationCapabilities  Leverage TAP’s expertise to create new innovative Polaris Engineered accessory productsAccelerate TAP’s accessories product development opportunities with Polaris supportEnhance brand awareness and penetration across platforms and channels 
 

 Bob Mack, SVP – Corporate Development & Strategy   Acquisition of Transamerican Auto Parts CompanyOctober 12, 2016  TAP 10/12/16  7 
 

 Sales & EBITDA  Summary  Fully integrated manufacturer, distributor, retailer & installer of off-road Jeep and truck accessories7 leading aftermarket brands75 retail stores, 6 distribution centers~1,700 employeesHeadquartered in Compton, CA   Sales by Channel  8  Business Overview  TAP 10/12/16  3-year (2012–2015) Sales CAGR = 15%3-year (2012–2015) EBITDA* CAGR = 17%  2  (FY 2015)  Wholesale  E-Commerce/Direct  Retail Stores  Market Leader in Growing $10+ Billion Jeep & Truck Aftermarket  *Adjusted for certain one-time costs 
 

 TAP Sells and Installs Everything Jeep & Truck Owners Need  Business Overview – TAP Product Portfolio  9  TAP 10/12/16  Hood Vents / Windshield Tie Downs  Roof Racks / Cargo Solutions  Antennas / CB Radios  Soft Tops  BodyArmor  DoorAccessories  FenderGuards  Mirrors  Rocker Armor& Side Step  BeadlockWheels  Off-Road / All-Season Tires  Skid-Plates /Road Armor  FrontBumpers  BumperAccessories  Grill Guards  Bumper Mounted Lights   Winches  Interior: lockboxes, floor mats, seat/covers, etc.  Engine: air intakes, headers / Exhaust Components, etc.  Drivetrain: Axles/hubs, clutches, transmissions, etc.  Exterior: hitches, tire carriers, roll bars, etc.  Sales by Product Category  Aftermarket Accessory Applications  2  Proprietary TAP Brands  (FY 2015) 
 

 Market Size: North American Jeep & Truck Aftermarket  Large and Growing Market Opportunity Over Life of Jeep & Truck Vehicles  10  TAP 10/12/16  Business Overview – Jeep and Truck Aftermarket Space  $10B+Market  Accessories(1)$8B+  Installation$2B  (1) Represented by three years of TAP’s sales data, Jeeps and trucks combined  60+ million vehicles (installed base)  2  Jeep & Truck Accessory Sales by Vehicle Age  Modifications occur throughout vehicle life cycle.  Jeep and truck aftermarket is a $10+ billion opportunityJeeps and trucks are modified throughout life cycleHighly fragmented, brand driven market ~1,500 suppliers of accessoriesOver 5,000 independent retail / installation locationsTAP is the largest retailer / installer in the market 
 

 Best in Class Distribution Platform Creates Competitive Advantage  11  TAP 10/12/16  E-Commerce / Direct  Retail / Wholesale  Business Overview – Omni-Channel Sales  2    75 retail locations in 24 states differentiates TAP from on-line only retailers – opportunity to grow store locations6 distribution centers and 22 cross dock locations – expands reach of proprietary brands, fast delivery2 Flagship e-commerce sites creates awareness and drives in-store traffic  4Wheel Parts StoreDenver, Colorado  
 

 Mike Speetzen, EVP – Finance & CFO  Acquisition of Transamerican Auto Parts CompanyOctober 12, 2016  TAP 10/12/16  12 
 

 13  TAP 10/12/16  Financial Summary  PurchasePrice  Earnings / Margins and Synergies  Taxes  $665 million net of assumed liabilities EV / EBITDA multiple of ~9.0x TTM EBITDA (net of NPV of estimated future tax benefits)  Accretive to EPS in 2017, excluding purchase acctg./acquisition costs; strong cash flow generationGross margin currently at PII corporate averageCost synergies ~$20 million; additional revenue synergy potential over-timeImpact to 2016 results dependent on timing of deal close  ~$115 million NPV of estimated tax benefit received from amortization of asset write-up  Funding  Funded through existing revolver and existing term loanPolaris leverage at ~2x EBITDA after purchase; debt to total capital at ~55%  TAP Integration  TAP to continue as distinct businessMinimal integration risk – intend to establish new Aftermarket Segment upon closing, reporting to Steve Eastman, President – Parts, Garments & Accessories  3 
 

 Scott W. Wine, Chairman & CEO  Acquisition of Transamerican Auto Parts CompanyOctober 12, 2016  TAP 10/12/16  14 
 

 15  TAP 10/12/16  Largest acquisition to-dateImmediate market leadership in growing off-road aftermarket spaceConsistent with our strategic objective of growing Powersports PlusSignificant overlap of strong enthusiast consumer baseSimilar culture driven by the Powersports lifestyleProvides industry-leading integrated retail experienceDistribution and product synergies – cross sell opportunitiesRequires minimal resources from engineering and operations teamsAccretive to EPS in first full year, excluding purchase accounting/acquisition costs  Closing Comments  4   
 

 Q&A  Acquisition of Transamerican Auto Parts CompanyOctober 12, 2016  TAP 10/12/16  16