Paris, France, November 1, 2016. Autodis SA, a société anonyme incorporated under the laws of

52 Pages·2016·0.92 MB·English

Paris, France, November 1, 2016. Autodis S.A., a société anonyme incorporated under the laws of France (the
“Issuer”), announced today that it intends to offer €510.0 million in aggregate principal amount of its fixed and
floating rate senior secured notes due 2022 (the “Senior Secured Notes”). In connection with the offering of the
Senior Secured Notes, Autodis Group S.A.S. (together with its subsidiaries, the “Autodis Group”) disclosed certain
information and its unaudited interim condensed consolidated financial statements as of and for the eight months
ended August 31, 2016, to prospective holders of the Senior Secured Notes. A copy of such information is hereby
disclosed to the holders of the 6.5% Senior Secured Notes due 2019 issued by the Issuer and the 9.000% / 9.750%
Senior HoldCo Pay-If-You-Can Notes due 2020 issued by Dakar Finance S.A. and is attached hereto as Exhibit A .
The unaudited interim condensed consolidated financial statements of the Autodis Group as of and for the eight
months ended August 31, 2016, are attached as Exhibit B.
The Senior Secured Notes are being offered only to qualified institutional buyers in accordance with Rule 144A
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in
accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the
European Economic Area (the “EEA”), only to an investor that is a qualified investor (within the meaning of Article
2(1)(e) of Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the
extent implemented in the relevant member state (the “Prospectus Directive”)).
****************
This document is not an offer of securities for sale in the United States. The Senior Secured Notes may not be sold in
the United States unless they are registered under the Securities Act or are exempt from registration. The offering of
Senior Secured Notes described in this announcement and any related guarantees has not been and will not be
registered under the Securities Act, and accordingly any offer or sale of Senior Secured Notes and such guarantees
may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in
Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in
Canada, Japan or Australia.
Promotion of the Senior Secured Notes in the United Kingdom is restricted by the Financial Services and Markets
Act 2000 (the “FSMA”), and accordingly, the Senior Secured Notes are not being promoted to the general public in
the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment
activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
“relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on
by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it
relates is made in, any EEA member state that has implemented the Prospectus Directive, this announcement and
the offering of any securities described herein are only addressed to and directed at persons in that member state
who are “qualified investors” within the meaning of the Prospectus Directive or in any other circumstances falling
within Article 3(2) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be
addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the
Senior Secured Notes will be made pursuant to an exception under the Prospectus Directive, as implemented in the
EEA member states, from the requirement to produce a prospectus for offers of securities. This announcement does
not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
Neither the content of the Autodis Group’s website nor any website accessible by hyperlinks on the Autodis Group’s
website is incorporated in, or forms part of, this announcement. The distribution of this announcement into
jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement
constitutes a public disclosure of inside information by the Issuer under Regulation (EU) 596/2014 (16 April 2014).
No money, securities or other consideration is being solicited, and, if sent in response to the information contained
herein, will not be accepted.
Exhibit A

Recent developments
Current trading
For the nine months ended September 30, 2016, we generated revenue of approximately €918.5 million, an increase
of approximately 0.6% compared to our revenue for the corresponding period in 2015. We generated approximately
€834.5 million of our revenue in France for the nine months ended September 30, 2016, compared to approximately
€829.0 million for the nine months ended September 30, 2015. For the nine months ended September 30, 2016, we
generated Adjusted EBITDA of approximately €73.5 million, an increase of approximately 12.4% compared to our
Adjusted EBITDA for the corresponding period in 2015. We generated approximately €72.0 million of Adjusted
EBITDA in France for the nine months ended September 30, 2016, compared to approximately €64.0 million for the
nine months ended September 30, 2015. The increase in revenue, excluding the effect of acquisitions and disposals,
was primarily due to an increase in sales of light vehicle spare parts and the continuing positive performance of our
body parts product line. The increase in Adjusted EBITDA was primarily due to the higher purchasing power of our
central purchasing departments and the performance of our distributors of spare parts for light vehicles, as well as
management initiatives in respect of cost efficiencies.
For the nine months ended September 30, 2016, Doyen Auto generated revenue and Adjusted EBITDA of
approximately €130.5 million and approximately €5.5 million, respectively.
For the twelve months ended September 30, 2016, we generated Pro Forma Adjusted EBITDA (including Doyen
Auto) of approximately €114.5 million, €0.7 million lower than the Pro Forma Adjusted EBITDA (including Doyen
Auto) for the twelve months ended August 31, 2016, due to lower revenue for Doyen Auto in September, prior to
the Doyen Auto Acquisition.
This information is based on internal management accounts and has been prepared under the responsibility of our
management, and has not been audited, reviewed or verified; no procedures have been completed by our auditors
with respect thereto, and you should not place undue reliance thereon. This information is subject to confirmation in
our audited consolidated financial statements and report for the year ended December 31, 2016. Consequently, upon
publication of our unaudited results for the nine months ended September 30, 2016, or of our audited results for the
year ended December 31, 2016, we may report results that are different from the ones set forth in this section.
Doyen Auto Acquisition
On September 30, 2016, Autodistribution S.A. acquired the entire issued share capital of DA and Ariane, the two
holding companies of the Doyen Auto group, from Doge Invest pursuant to an acquisition agreement dated June 27,
2016, between the Parent Guarantor and Doge Invest (the “Doyen Auto Acquisition”) for a cash purchase price of
approximately €74.8 million (including post-closing price adjustments). Doyen Auto is a Belgium-headquartered
distributor of aftermarket spare parts for light vehicles with operations in France and Benelux. For the twelve
months ended August 31, 2016, Doyen Auto generated revenue of €196.0 million and Adjusted EBITDA of €8.9
million. We financed the Doyen Auto Acquisition by using drawings under the Bridge Facility.
We estimate that the integration of Doyen Auto will result in approximately €12.6 million of annualized anticipated
purchasing and cost savings (compared to 2015 costs) based on a report prepared by Kepler S.A.S., a consultant that
we hired in connection with the Doyen Auto Acquisition. We expect to realize €10.6 million of identified
purchasing savings per year resulting from having Doyen Auto purchase spare parts under our existing arrangements
with our suppliers, which provide for better commercial terms, compared to Doyen Auto’s existing supply contracts,
in line with the renegotiating strategy that we successfully implemented following the ACR Acquisition. These
savings are expected to come into effect simultaneously with the integration of Doyen Auto into our business, which
we expect to be largely completed in the first half of 2017, and without additional cost. We also expect to realize
approximately €2 million of additional annualized cost savings by the end of 2018 (compared to 2015 costs) from
the integration of corporate, IT and other central functions and through the optimization of our footprint, particularly
in France.
Intercreditor Agreement and Revolving Credit Facility amendments
We will make certain technical amendments to the Intercreditor Agreement and our Revolving Credit
Facility, in order to align those agreements with the terms of the Indenture that will govern the Senior Secured
Notes.
Other financial and pro forma data

Twelve
Eight months ended months ended
August 31, August 31,

(€ in millions) 2015 2016 2016
EBITDA(1) .................................................................. 54.9 61.2 88.0
EBITDA margin(2) ..................................................... 6.8% 7.5% 7.2%
Adjusted EBITDA(1) .................................................. 56.5 64.6 93.7
Adjusted EBITDA margin(3) ...................................... 7.0% 7.9% 7.6%
Change in working capital(4) ...................................... (28.4) (11.5) (17.4)
Change in working capital margin(5) .......................... 3.5% 1.5% 1.4%
Capital expenditure(6) ................................................. 16.8 24.7 34.6
Of which maintenance capital expenditure ................ 13.6 10.8 18.6
Operating cash flow(7) ................................................ 40.3 47.6 67.5
Cash conversion(7) ...................................................... 71.3% 73.7% 72.0%
Cash conversion (excluding exceptional capital
expenditure)(7) ....................................................... 75.7% 93.0% 86.9%
Pro Forma Adjusted EBIDTA (including Doyen
Auto) (1) ................................................................. 115.2

(1) EBITDA represents net income/(loss) from continuing operations before income tax, financial items (net), share
of income of associates, other income/(expenses) from operations and depreciation/amortization expense (as
included in our financial statements for the years ended December 31, 2013, 2014 and 2015 and for the eight
months ended August 31, 2015 and 2016). Our management believes that EBITDA is meaningful for investors
because it provides an analysis of our operating results, profitability and ability to service debt and because
EBITDA is used by our chief operating decision-makers to track our business evolution, establish operational
and strategic targets, and make important business decisions. EBITDA is also a measure commonly reported
and widely used by analysts, investors and other interested parties in our industry. The definition of EBITDA
may vary from company to company. EBITDA is not a measure of performance under IFRS and you should not
consider EBITDA as an alternative to (i) operating income or profit for the period as a measure of our operating
performance, (ii) cash flows from operating, investing and financing activities as a measure of our ability to
meet our cash needs or (iii) any other measures of performance under generally accepted accounting principles.
Adjusted EBITDA represents EBITDA as adjusted for certain non-cash items and certain items we believe are
non-recurring. Adjusted EBITDA is presented because we believe it is a relevant measure for assessing
performance and cash flows and thus aids in understanding our profitability for a given period.
Pro Forma Adjusted EBITDA (including Doyen Auto) represents Adjusted EBITDA, giving pro forma effect to
the Doyen Auto Acquisition as if such acquisition had been consummated and Doyen Auto been fully
integrated on September 1, 2015, which pro forma effect results from (i) adding the Adjusted EBITDA of
Doyen Auto for the twelve months ended August 31, 2016 (see note (g) to the table below) and (ii) giving effect
to approximately €12.6 million of annualized anticipated purchasing and cost savings (compared to 2015 costs)
based on a report prepared by Kepler S.A.S., a consultant that we hired in connection with the Doyen Auto
Acquisition. We expect to realize €10.6 million of identified purchasing savings per year resulting from having
Doyen Auto purchase spare parts under our existing arrangements with our suppliers, which provide for better
commercial terms compared to Doyen Auto’s existing supply contracts, in line with the renegotiating strategy
that we successfully implemented following the ACR Acquisition. These savings are expected to come into
effect simultaneously with the integration of Doyen Auto into our business, which we expect to be largely
completed in the first half of 2017, and without additional cost. We also expect to realize approximately €2
million of additional annualized cost savings by the end of 2018 (compared to 2015 costs) from the integration
of corporate, IT and other central functions and through the optimization of our footprint, particularly in France.
Pro Forma Adjusted EBITDA (including Doyen Auto) is presented for informational purposes only. This
information does not purport to represent what our results of operations or other financial information would
have been had the Doyen Auto Acquisition occurred on September 1, 2015, or on any other date. The
calculation of the Adjusted EBITDA of Doyen Auto is based on the unaudited internal management accounts of
Doyen Auto, management estimates and due diligence reviews. These numbers have not been audited and are
not derived from accounts prepared in accordance with IFRS. As a result, Adjusted EBITDA of Doyen Auto is
not directly comparable to our Adjusted EBITDA.
The following table reconciles net income/(loss) from continuing operations to EBIT, EBITDA, Adjusted
EBITDA and Pro Forma Adjusted EBITDA (including Doyen Auto) for the periods indicated:

Twelve
Eight months ended months ended
August 31, August 31,

(€ in millions) 2015 2016 2016
Net income/(loss) from continuing operations ............ 24.4 33.6 46.2
Income taxes ................................................................... (2.2) 0.8 (2.7)
Financial items, net ......................................................... 17.0 14.3 24.4
Share of income from associates ..................................... — (0.1) (0.1)
Other income/(expenses) from operations ...................... 3.6 0.5 1.7
EBIT ............................................................................... 42.8 49.1 69.5
Depreciation/amortization expense ................................. 12.2 12.1 18.5
EBITDA ......................................................................... 54.9 61.2 88.0
Management fees(a) ......................................................... 0.4 1.9 2.1
M&A expenses and other consulting
fees(b) ......................................................................... 0.2 0.6 0.8
Customer-facing website start-up costs(c) ........................ 1.0 1.1 1.6
Non-cash accounting adjustment(d) ................................. — — 0.2
Network convention expenses(e) ...................................... (0.2) (0.2) (0.4)
New logo implementation(f) ............................................ — — 1.5
Adjusted EBITDA ........................................................... 56.5 64.6 93.7
Adjusted EBITDA of Doyen Auto(g) ............................ 8.9
Anticipated purchasing and cost savings(h) ................. 12.6
Pro Forma Adjusted EBITDA (including Doyen
Auto) .......................................................................... 115.2

(a) Represents fees paid to intermediate holding companies to cover management, administrative, consulting,
audit, and legal fees and expenses.
(b) Represents certain expenses, including legal, real estate and due diligence fees in connection with
acquisitions in France and the disposal of our majority stake in our Italian operations in April 2013, one-off
consulting fees with respect to a profit improvement plan (including fees related to the reorganization of
our back-office function, an analysis of our selling and general expenses, and the physical relocation and
implementation of security enhancements of certain IT facilities), debt advisor fees and the costs of
temporary outsourcing.
(c) Represents €0.4 million, €1.1 million, €1.3 million, €0.9 million and €1.0 million for the years ended
December 31, 2013, 2014 and 2015, and for the eight months ended August 31, 2015, and 2016,
respectively, of non-recurring start-up costs associated with our customer-facing consumer website that
does not yet generate revenue and is currently under testing, primarily made up of staff costs, IT
development costs and marketing charges; and €0.2 million for each of the years ended December 31,
2013, 2014 and 2015 and €0.1 million for each eight-month period ended August 31, 2015 and 2016, of
management costs associated with the development of this website.
(d) Represents non-recurring expenses incurred as a result of the merger of certain Polish legal entities for the
year ended December 31, 2014. Represents non-recurring expenses incurred as a result of a change in
inventories valuation following the ACR Acquisition for the year ended December 31, 2015.
(e) Corresponds to the portion of the expenses borne by the Group in the twelve-month period ended August
31, 2016, for the organization of the Group’s network meeting in September 2014. Such meeting is
organized once every four years.
(f) Represents non-recurring expenses incurred as a result of the implementation of a new logo for our branded
garages in 2015.
(g) Represents the Adjusted EBITDA of Doyen Auto, which consists of (i) the EBITDA of Doyen Auto (€7.3
million), which has been derived from the unaudited consolidated management accounts of Doyen Auto as
of and for the twelve months ended August 31, 2016, as adjusted for (ii) (a) shareholders’ allowances for
the former shareholders of Doyen Auto prior to the completion of the Doyen Auto Acquisition (€0.8
million), (b) consulting fees for non-executive directors (€0.6 million), (c) a one-off donation to the
International Society of Explosive Engineers foundation (€0.1 million), (d) consulting fees incurred in
connection with a distribution improvement project that is expected to be completed in 2016 (€0.2 million)
and (e) a headcount reduction costs adjustment (€(0.1) million). The unaudited financial data of Doyen
Auto have been prepared in accordance with Belgian GAAP and are not directly comparable with the
financial information of the Parent Guarantor prepared in accordance with IFRS as adopted by the
European Union. These unaudited financial data are for informational purposes only and are not necessarily
representative of the results of operations of Doyen Auto for any future period or of its financial condition
at any future date. The independent auditors of the Parent Guarantor have not audited, reviewed, compiled
or performed any procedures with respect to the financial data of Doyen Auto. Accordingly, our
independent auditors do not express an opinion or any other form of assurance with respect thereto. The
financial data are based on a number of assumptions that are subject to inherent uncertainties and subject to
change. We cannot assure you that we will not report materially different results for Doyen Auto in the
future from those indicated above.
(h) Represents estimated purchasing and cost savings anticipated as a result of the Doyen Auto Acquisition.
(2) EBITDA margin represents EBITDA divided by revenue.
(3) Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue.
(4) Change in working capital for a given period represents the change in inventories, trade payables, trade
receivables and other current assets and liabilities.
(5) Change in working capital margin represents change in working capital divided by revenue.
(6) Capital expenditure represents investments in property, plant and equipment and intangible assets.
(7) The following table reconciles operating cash flow to Adjusted EBITDA. Cash conversion represents Adjusted
EBITDA less capital expenditure, net of disposals, divided by Adjusted EBITDA. Cash conversion (excluding
exceptional capital expenditure) represents Adjusted EBITDA, less capital expenditure, net of disposals, and
other than investments in connection with our new logistics platform in Réau, France, divided by Adjusted
EBITDA.
Twelve months
Eight months ended ended
August 31, August 31,

(€ in millions) 2015 2016 2016
Adjusted EBITDA ...................................................................... 56.5 64.6 93.7
Capital expenditure, net of disposals ...................................... (16.2) (17.0) (26.2)

Operating cash flow .................................................................... 40.3 47.6 67.5

Cash conversion .......................................................................... 71.3% 73.7% 72.0%
Cash conversion (excluding exceptional capital expenditure)(7). 75.7% 93.0% 86.9%
Financial expenses with a cash effect ......................................... (18.4) (18.4) (22.1)
Income tax with cash effect ........................................................ (3.3) (5.0) (8.7)

Results of operations
Eight months ended August 31, 2016, compared to eight months ended August 31, 2015
The table below sets forth our results of operations for the eight months ended August 31, 2016, compared to the
eight months ended August 31, 2015.

Eight mo nths ended
August 31,

Amount of
(€ in millions, except for % and bps) 2015 2016 change % change

Revenue ............................................................................. 8 06.2 813.8 7.6 0.9 %
Cost of goods for sale......................................................... (4 94.8) (496.7) (1.9) 0.4 %
Personnel costs ................................................................... (1 64.0) (159.6) 4.4 (2.7% )
Other purchases and external expenses .............................. (8 8.6) (92.5) (3.9) 4.4 %
Taxes .................................................................................. ( 6.7) (6.5) 0.2 (3.0%)
Other operating income and expenses ................................ 2.8 2.7 (0.1) (3.6%)

EBITDA ............................................................................ 5 4.9 61.2 6.3 11.5 %
Depreciation/amortization expense .................................... (1 2.2) (12.1) 0.1 (0.8%) )

Recurring operating income ........................................... 4 2.7 49.0 6.4 14.8 %
Other income from operations ........................................... 2.1 6.3 4.2 200.0 %
Other expenses from operations ......................................... ( 5.7) (6.8) (1.1) 19.3 %

Operating income ............................................................. 3 9.2 48.6 9.4 23.8 %
Financial income ................................................................ 0.4 0.6 0.2 50.0 %
Financial expenses ............................................................. (1 7.4) (14.9) 2.5 (14.4)%
Share of income from associates ........................................ — 0.1 0.1 n/a

Income before tax ............................................................. 2 2.1 34.5 12.4 56.1 %
Income tax .......................................................................... 2 .2 (0.8) (3.0) (136.4%)

Net income from continuing operations ......................... 2 4.4 33.6 9.2 37.7 %
Net income from discontinued operations ......................... — — n/a n/a

Net income for the period ................................................ 2 4.4 33.6 9.2 37.7 %

The table below presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the eight months ended
August 31, 2016, compared to the eight months ended August 31, 2015.
Eight months ended
August 31,

Amount of
(€ in millions, except for % and bps) 2015 2016 change % change

Revenue ...................................................................................... 806.2 813.8 7.6 0.9 %
Revenue France........................................................................... 731.2 739.0 7.8 1.1 %
of which wholly-owned % distributors ................................... 562.7 556.1 (6.7) (1.2) %
of which affiliated independent distributors ........................... 168.4 182.9 14.5 8.6 %
Revenue International (Poland) .................................................. 75.0 74.9 (0.1) (0.1) %
Adjusted EBITDA ...................................................................... 56.5 64.6 8.1 14.3 %
Adjusted EBITDA France........................................................... 55.3 63.2 7.9 14.3 %
Adjusted EBITDA Poland .......................................................... 1.3 1.4 0.1 7.7 %
Adjusted EBITDA margin .......................................................... 7.0 % 7.9 % 90bps

Adjusted EBITDA France margin .............................................. 7.6 % 8.6 % 110bps

Adjusted EBITDA Poland margin .............................................. 1.7 % 1.9 % 20bps

Revenue
Revenue increased by €7.6 million, or 0.9%, from €806.2 million for the eight months ended August 31, 2015, to
€813.8 million for the eight months ended August 31, 2016. In France, revenue increased by €7.8 million, or 1.1%,
from €731.2 million for the eight months ended August 31, 2015, to €739.0 million for the eight months ended
August 31, 2016.
Revenue from sales by our wholly-owned distributors decreased by €6.7 million, or 1.2%, from €562.7 million for
the eight months ended August 31, 2015, to €556.1 million for the eight months ended August 31, 2016. This
decrease was primarily due to the disposal of a former wholly-owned distributor of spare parts for light vehicles
(APS Berwald) to an affiliated independent distributor on January 1, 2016, with a negative impact of approximately
€12.7 million on our revenue for the eight months ended August 31, 2016, compared to the eight months ended
August 31, 2015, as well as to the disposals of various distributors of spare parts for light vehicles and trucks during
the eight months ended August 31, 2016 and 2015, with a negative impact of approximately €7.2 million on our
revenue for the eight months ended August 31, 2016. This decrease was partially offset by the acquisition of
Automax by ACR on February 3, 2016, which contributed €5.3 million to our revenue for the eight months ended
August 31, 2016, and the acquisition of a multi-brand light vehicle spare parts distributor (Manche Calvados) in
February 2015, which contributed €1.8 million to our revenue for the eight months ended August 31, 2016.
Excluding the impact of acquisitions and disposals, revenue from sales by our wholly-owned distributors increased
by approximately €6.0 million due to increased sales by certain distributors of spare parts for light vehicles.
Revenue from sales to our affiliated independent distributors increased by €14.4 million, or 8.6%, from €168.4
million for the eight months ended August 31, 2015, to €182.9 million for the eight months ended August 31, 2016.
This increase was primarily due to organic growth and the transfer of revenue from a former wholly-owned
distributor (APS Berwald) to an affiliated independent distributor for the eight months ended August 31, 2016.
In Poland, revenue remained stable from €75.0 million for the eight months ended August 31, 2015, to €74.9 million
for the eight months ended August 31, 2016, despite unfavorable exchange rate changes that negatively affected our
revenue by €3.8 million for the eight months ended August 31, 2016. This negative effect was offset by an increase
in sales volumes.
Cost of goods for sale
Cost of goods for sale increased by €1.9 million, or 0.4%, from €494.8 million for the eight months ended August
31, 2015, to €496.7 million for the eight months ended August 31, 2016.
Cost of goods for sale as a percentage of revenue decreased from 61.4% for the eight months ended August 31,
2015, to 61.0% for the eight months ended August 31, 2016. This decrease was primarily due to an increase in
supplier rebates as percentage of revenue from 12.1% for the eight months ended August 31, 2015, to 13.3% for the
eight months ended August 31, 2016, mainly due to better purchasing conditions and purchasing savings obtained as
a result of higher sales volumes following the integration of Automax.
Personnel costs
Personnel costs decreased by €4.4 million, or 2.7%, from €164.0 million for the eight months ended August 31,
2015, to €159.6 million for the eight months ended August 31, 2016, in line with our headcount reductions, from
6,136 employees for the eight months ended August 31, 2015, to 5,995 for the eight months ended August 31, 2016.
This decrease was primarily due to the disposal of a former wholly-owned distributor (APS Berwald) to an affiliated
independent distributor, as well as continued operating costs improvement. Personnel costs as a percentage of
revenue decreased from 20.3% for the eight months ended August 31, 2015, to 19.6% for the eight months ended
August 31, 2016, primarily due to better cost controls.
Other purchases and external expenses
Other purchases and external expenses increased by €3.9 million, or 4.4%, from €88.6 million for the eight months
ended August 31, 2015, to €92.5 million for the eight months ended August 31, 2016.
Other purchases and external expenses as a percentage of revenue increased from 11.0% for the eight months ended
August 31, 2015, to 11.4% for the eight months ended August 31, 2016. This increase was primarily due to
increased investments in advertising with our first national television advertisements, partially offset by lower rental
expenses following the disposals of businesses, mainly APS Berwald, and the lower fixed costs in a context of sales
growth excluding the impact of acquisitions and disposals.
Taxes
Taxes remained stable from €6.7 million for the eight months ended August 31, 2015, to €6.5 million for the eight
months ended August 31, 2016. For the eight months ended August 31, 2016, taxes mainly comprised a French
vocational training tax of €1.4 million (compared to €1.5 million for the eight months ended August 31, 2015), a
social construction tax of €1.6 million (compared to €1.4 million for the eight months ended August 31, 2015), a
social solidarity contribution of €1.7 million (compared to €1.9 million for the eight months ended August 31, 2015)
and taxes other than income taxes of €1.9 million (compared to €1.9 million for the eight months ended August 31,
2015).
Depreciation/ amortization expense
Depreciation/amortization expense remained stable with €12.2 million for the eight months ended, August 31, 2015,
compared to €12.1 million for the eight months ended August 31, 2016.
Other income from operations
Other income from operations increased by €4.2 million, or 200.0%, from €2.1 million for the eight months ended
August 31, 2015, to €6.3 million for the eight months ended August 31, 2016. This increase was primarily due to
gains made on the disposal of certain of the APS Berwald businesses and the disposal of three distribution sites.
Other expenses from operations
Other expenses from operations increased by €1.1 million, or 19.3%, from €5.7 million for the eight months ended
August 31, 2015, to €6.8 million for the eight months ended August 31, 2016. This increase was primarily due to a
goodwill impairment of €2.1 million of the truck vehicle segment as a result of the negative performance of our
truck parts for maintenance and repairs product line, and the higher net book value on fixed asset disposals of €1.7
million for the eight months ended August 31, 2016, compared to the eight months ended August 31, 2015. This
increase was partially offset by a decrease of restructuring charges of €1.8 million for the eight months ended
August 31, 2016, compared to the eight months ended August 31, 2015.
Financial income and expenses
Financial income increased by €0.2 million, or 50.0%, from income of €0.4 million for the eight months ended
August 31, 2015, to €0.6 million for the eight months ended August 31, 2016. This increase was primarily due to the
disposal of our shares held in Neoparts on August 1, 2016, which resulted in a gain of €0.3 million.
Financial expenses decreased by €2.5 million, or 14.4%, from €17.4 million for the eight months ended August 31,
2015, to €14.9 million for the eight months ended August 31, 2016. This decrease was primarily due to an
adjustment of €3.5 million in the fair value of the Contingent Value Instruments for the eight months ended August
31, 2015, which were partly redeemed in December 2015. The cost of external loans and bank overdrafts, mostly
relating to interest payable on the Existing Senior Secured Notes, slightly increased by €0.3 million, as a result of
the issuance of additional Existing Senior Secured Notes in May 2015, from €11.8 million for the eight months
ended August 31, 2015, to €12.1 million for the eight months ended August 31, 2016.
Income tax
Income tax increased by €3.1 million, from a €2.2 million income tax expense for the eight months ended August
31, 2015, to a €0.8 million income tax credit for the eight months ended August 31, 2016. For the eight months
ended August 31, 2016, income tax comprised CVAE of €3.9 million (compared to €4.4 million in 2015), current
income tax expense of €0.4 million (compared to €1.5 million in 2015) and a deferred tax credit of €2.6 million
(compared to a deferred tax credit of €8.1 million in 2015), due to the use of deferred tax credit for the eight months
ended August 31, 2016.
Adjusted EBITDA
Adjusted EBITDA increased by €8.1 million, or 14.3%, from €56.5 million for the eight months ended August 31,
2015, to €64.6 million for the eight months ended August 31, 2016. Adjusted EBITDA margin increased from 7.0%
for the eight months ended August 31, 2015, to 7.9% for the eight months ended August 31, 2016.
In France, Adjusted EBITDA increased by €7.9 million, or 14.3%, from €55.3 million for the eight months ended
August 31, 2015, to €63.2 million for the eight months ended August 31, 2016. Adjusted EBITDA margin increased
from 7.6% for the eight months ended August 30, 2015, to 8.6% for the eight months ended August 31, 2016. This
increase in Adjusted EBITDA margin was primarily due to the higher purchasing power of our central purchasing
departments and the lower level of fixed operating costs (mainly personnel expenses and rents), as well as
management initiatives on cost efficiencies.
In Poland, Adjusted EBITDA increased by €0.1 million, or 7.7%, from €1.3 million for the eight months ended
August 31, 2015, to €1.4 million for the eight months ended August 31, 2016. Adjusted EBITDA margin increased
from 1.7% for the eight months ended August 30, 2015, to 1.9% for the eight months ended August 30, 2016. This
was primarily due to to lower operating costs, partly offset by an unfavorable exchange rate variance.
Liquidity and capital resources
Historical cash flows
The following table sets forth our historical cash flow items for the eight months ended August 31, 2015 and 2016.

Eight mon ths ended
August 31,

(€ in millions) 2015 2016
Net income ....................................................................................................... 24.4 33.6
Net income/(loss) from discontinued operations ............................................... — —
Adjustments for non-cash income and expenses ............................................... 15.2 11.9
Financial expenses and income with a cash impact .......................................... 11.5 10.2
Income tax ......................................................................................................... (2.2) 0.8