Investor Presentation Inter Cars SA

1. fa
Investor Presentation
2019

2. This presentation (the "Presentation") has been prepared by Inter Cars S.A. with its seat in Warsaw, Poland (the "Company). This presentation should not be treated as a part of any an
invitation or offer to sell any securities, invest or deal in or a promotion or a solicitation of an offer to purchase any securities or recommendation to conclude any transaction, in particular with
respect to securities of the Company. The information contained in this Presentation is derived from publicly available sources which the Company believes are reliable, but the Company
does not make any representation as to its accuracy or completeness. The Company shall not be liable for the consequences of any decision made based on information included in this
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restrictions set out below and shall comply therewith.
ln no event may the content of this Presentation be construed as any type of explicit or implicit representation or warranty made by the Company or, its representatives. Likewise, neither the
Company nor any of its representatives shall be liable in any respect whatsoever (whether in negligence or otherwise) for any loss or damage that may arise from the use of this Presentation
or of any information contained herein or otherwise arising in connection with this Presentation.
The Company does not undertake to publish any updates, modifications or revisions of the information, data or statements contained herein should there be any change in the strategy or
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This Presentation includes forward-looking statements. These statements contain the words "anticipate", "believe•, "intend", •estimate•, •expect" and words of similar meaning. All statements
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assessments and judgments are the most appropriate for making determinations relating to market information or that market information prepared by other sources will not differ materially
from the market information included herein.
1

3. Today’s presenters
Krzysztof Soszyński
Vice-President of the Management Board
Piotr Zamora
Chief Financial Officer, Board Member
2

4. Introduction to Inter Cars1
3

5. Largest European listed auto parts distributor with presence in 17 countries
Inter Cars at a glance
Leadership Position
in Europe
Attractive Financial
Profile
#2 in the EU
2007–19
Sales CAGR
17%
2019
Cash conversion2 69%
1,600
100,000
350k
1,000
#8 worldwide
#1 in CEE trucks
#1 in CEE
passenger cars
Source: Corporate information. Note: Financials converted 1 EUR = 4,3018 PLN
1 Includes Germany where the company only operates online; 2 Cash conversion defined as (EBITDA – capex) / EBITDA
2 EBITDA after changes MSFF 16
561
Affiliated garages
Regular customers
BranchesSKUs
Suppliers
2019 Sales PLN8.8bn
(€2.0bn)
17 countries
1
2019 Equity PLN2bn
(€481mm)
EBITDA 20192 PLN462 mlm
(€107mm)
2007–19
EBITDA CAGR
13,7%
4

6. Inter Cars covers the whole value chain for aftermarket
Inter Cars business model – positioning in the value chain
Source: Corporate information, Roland Berger, 2HM & Associates GmbH
1 As of 2016
‘
Parts manufacturers
OE aftermarket
OE dealer network
End-customers
OE: c.1–5 years
IAM: c.1–25 years
B2B IAM distributors
Affiliated
garages
Rental
services
Logistics
~13 avg. age of
cars in Poland1
Web
dealers
Inter Cars’ presence
ManufacturingDistributionRetail/Services
Illustrative
CarAge
1
Manufacturing
 Trailers and semitrailers production
 Spare parts remanufacturing
1
Affiliated garages
 Nationwide garage chains
2
Rental Services
 Car rental and maintenance for corporate
fleets
3
Logistics
 Warehousing and last mile delivery to
garages
 3PL services to other companies
4
Online service
 Order assemble parts and find nearest
garages
5
2 3 4 5
Core segments
website
website
35% 65%
% Share of aftermarket
5

7. Broad range of complementary products making Inter Cars a one-stop shop for
traditional and hybrid/EV parts
Sales breakdown by product
Selected product portfolio brands
Current Inter Cars Future Inter CarsOld Inter Cars
54%
14%
33%
47%
21%
32%
42%
30%
28%
Category Product examples
Universal applications Accessories, car cosmetics, wiper blades, liquids, bearings
Future targets Tyres, air conditioning, batteries, sensors, body parts
Potentially disruptive Lubricants, engine parts, classic transmission, brakes
Inter Cars continues to invest in expanding product portfolio to be future ready
6

8. Path to higher profitability
Historical focus on volume growth
to gain market share, delivering
consistent double-digit sales growth
As focused on volume, sales grew
also among less profitable clients,
resulting in lowered margins
Having achieved a broad scale, on
Q3 2018 announced a shift to
focus on profitability (vs. volume)
Overview of strategic steps to increase profitability
Ongoing market consolidation in the CEE provides critical mass and improved pricing power
 Different strategies on
each segments,
focused on volume
 Less profitable
products gained
weight, reducing
overall margin
 New focus on
profit per unit
Segment strategies
vs. profitability
Stock rotation
optimization
Third party logistics
Direct purchases
from factories
Direct deliveries
Limited investment in
new branches
 Optimization of stock
rotation achieved with
a narrower supplier
base
 Suppliers strategically
selected (low-tier
suppliers not kept),
increasing profit per
unit
 Inter Cars holds
security stock for
suppliers
 Transition to
consignation with third
party logistics will
allow to avoid
keeping a security
stock
 Optimization of
purchase costs by
eliminating
intermediary
warehouses
 Acquisition of
larger quantities of
stock index would
allow to fulfil factories
logistic quota
 Reduction of touch
points of stock items
in the logistic process
(not from central
warehouse) will
minimize costs
 No plans to open new
branches in
consolidated mature
markets
 New focus on
optimization of the
existing logistics
process in those
markets
7

9. Credit highlights2 8

10. Key credit highlights
Largest European listed auto parts distributor
Resilient sector exposed to positive long term trends
Protected business model
Capillary network supported by unique last mile delivery capabilities
Strong and resilient financial track record with further upside to come
Incentivized management with proven track record
Leadership
Industry
Barriers to entry
Network
Financials
Management
1
2
3
4
5
6
1
9

11. 4.6
1.9 1.7 1.6 1.4
0.8 0.8 0.7
0.8
LKQ Europe Inter Cars WM GPC Autodis Group SAG Mekonomen Inter Sprints
Largest European listed auto parts distributor and undisputed leader in Poland
(€bn)
Source: Corporate information; McKinsey; Inter Cars estimates
Note: 2018 sales; 1 AM–After Market=€150bn, including mechanical parts, tires, lubricants, garage equipment; 2 Latest available financials as per McKinsey Aftermarket report (June 2019)
8 players sales €13.5bn 9%
market share in AM1
Leadership
1
Industry
Barriers
to entry
Network Financials Management
Snapshot of the European competitive landscape
€92bn
European IAM estimated market size
60%
Share of independents
€23bn
CEE IAM estimated market size
2
2
10

12. IAM: Resilient, visible, growing and opportunities from long-term megatrends
Fundamental drivers OutlookData
 IAM gaining share over OES
segment
IAM market share
 Limited impact of internet pure
players
New distribution
channels
 Increasing complexity
Technological
evolution
 Declining due to improving qualityReplacement rates
 Shift from PURE ICE to Hybrid and
EV
Powertrain
 Benefiting IAM channelRegulation
 Liberalization with dedicated repair clause by EU Commission and European Parliament
 Introduction of tire pressure monitor systems
EV: 10% by 2025 (potential lower
content)
Hybrid: 40% by 2025 (potential
higher content)
 E-commerce / online mainly impacts B2C
 ‘Stagnation’ for online B2C evolution due to:
 High complexity of parts
 Limited customer ability to repair complex defects
MileageDistributionTechnologyReg.
 Stable with slight growthCar park size
 Ageing car park
Car park average
age
 Increasingly diversified car park
Car park
composition
 “Mobility” to moveMobility
European car
park size (mm)
European average car
park age (yrs)
European IAM market
size (€bn)
Share of total sales to benefit from technological
evolutions
Market share of IAM vs. OES
56% 59%
2017 2025E
21%
Present
30
%
Future
Tires, suspension parts, air condition, batteries etc.
291
350
420
2008 2017 2025E
10.5 10.9 11.1
2013 2015 2017
68
92
120
2007 2017 2025E
2
Online impact
Leadership Industry
Barriers
to entry
Network Financials Management
Source: Roland Berger, LEK, GPC. BMI research
12

13. CEE market characteristics
Growing and aging fleet of motor vehicles
 Low unemployment, growing salaries and
purchasing power leading to higher car penetration
 Old car park – aged cars from West to East
Fragmented industry
 Fragmented markets with “Country
Champions”
 Limited threat from e-commerce
new entrants
CEE dominated by Inter Cars
 Largest distributor in CEE
 Limited presence of Western
players in CEE
Fast growing market but price
focused customers
 Growth at faster pace than Western EU
 Price focused customers compared to
Western Europe
Few independent garages associated
in chains
 1,000 independent garages affiliated
 Lack of critical scale among
independents
“Do it for me” – i.e., drivers served
by garages
 Downward trend of self-reparations
 “Do it for me” still outpaces “do it
yourself”
Source: Corporate information, Frost & Sullivan
3
Leadership Industry
Barriers
to entry
Network Financials Management
13

14. 56%
18%
16%
8%
Poland
Central and Southern Europe
Eastern Europe
Baltics
Expansion outside Poland: the foundation for uninterrupted high double-digit
sales growth
3,705
4,869
2016 2019
889
1,544
2016 2019
848
1,528
2016 2019
Sales contribution by region (2019)
439 725
2016 2019
Poland 1 Eastern EU 4 Baltics 3
# Number of countries
Central and Southern EU1 9
Source: Corporate information
1 Includes Germany where the company is present only via online
(PLNmm) (PLNmm) (PLNmm) (PLNmm)
3
Leadership Industry
Barriers
to entry
Network Financials Management
14

15. Competitive edge through full integration and value-added services3
Leadership Industry
Barriers
to entry
Network Financials Management
Value levers The right parts, available at the right time, in the right place
Purchasing &
suppliers
Upstream logistics
control
Local distribution
Customers
Portfolio breadth
Purchasing and services to suppliers
Connectivity and digitalisation
Value-added services to customers
Network density and capillarity
Integrated upstream logistics
Entire spare part universe covered to drive customer
demand and superior private label
Structured relationships, self-perpetuating superior
purchasing conditions
Digitally enabled business model - strategic
initiatives seizing opportunities from long-term
megatrends
Branded network of 1,600 independent garages;
services embed Inter Cars with its 100,000
customers
Local presence, superior product availability, market
leading delivery times and unique last mile delivery
capabilities
Automation and operational efficiency driving value
for suppliers and increasing existing players’
profitability
Distributor of parts Value-added services driving own demand
Source: Corporate information
website
15

16. Warehouse setup in close proximity to branches enabling timely and low-cost
last mile delivery up to 5 times/day
4
Leadership Industry
Barriers
to entry
Network Financials Management
Source: Corporate information
17
Countries
6
Warehouses
abroad
535
Daily deliveries
11
Warehouses in
Poland
350k
SKUs
100,000
Regular customers
Main KPIs
Brasov/Romania
Zagreb/Croatia
Budapest/Hungary
Sosnowiec/Poland
Komorniki/Poland
Riga/Latvia
Zakroczym/Poland
Local logistic centre Large warehouseCountries with branches Countries with presence only via online
16

17. Bosnia and Herzegovina, 5
Croatia, 27
Itlay, 1
Slovenia, 6
Poland, 248
Czech Republic, 30
Slovakia, 24 Latvia, 19
Estonia, 5
Lithuania, 17
Ukraine, 36
Serbia, 1
Greece, 10
Romania, 66
Moldova, 4
Countries with branches Countries with presence only via online
Hungary, 33
4
Sources: Corporate information
17
Bulgaria, 29
A unique distribution model supported by the largest branch network in
the fast-growing CEE region
 Owned network of branches
 Operations conducted by independent
managers, who assume 100% of costs
 Remuneration through distribution fee (50%
of gross profit)
 Inter Cars contributes with product, brand,
logistics, IT system and know-how
Inter Cars’ network of partners
A win-win business model
Benefits for Inter Cars
 “Variable cost” business model
 Cost effectiveness
 Minimised risk for Inter Cars
 Low upfront capex




561
Branches
Leadership Industry
Barriers
to entry
Network Financials Management

18. Investment in Zakroczym: a state-of-the-art logistic centre
 Located approximately 35km from Warsaw
 Inter Cars’ main warehouse serving Poland and Lithuania / Ukraine
 Accounts for 45% Inter Cars’ operations in Poland
 European’s most modern warehouse in auto spare parts
 Able to sort up 500k parts daily to be delivered with 99.9% accuracy
The new warehouse
In 2017, Inter Cars opened a new logistic centre in Zakroczym that doubled the company’s capacity
Source: Corporate information
Key benefits
 Consolidated area – instead of running several smaller warehouses, a decision to run one larger, central warehouse
 Optimize logistics costs – thanks to this decision, the increase in costs is slower than the increase in sales / margin
 Increase logistics area – from 44,000 to 54,000sqm
 Increase in efficiency thanks to modern sorters and warehouse systems









4
Leadership Industry
Barriers
to entry
Network Financials Management
PLN170mm
investment
+PLN3.5-6bn
estimated income increase
3x
throughput
>250
new jobs
+45,000
sqm storage space
18

19. 99 103
150 151
195 186
232
272
251
370
360
393
462
7.5%
5.9%
7.3%
6.2%
7.1%
6.2%
6.6%
6.9%
5.2% 6.2%
5.2%
4.9%
5.3%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
EBITDA EBITDA margin
1,327 1,738
2,066
2,413
2,765
3,003
3,513
3,959
4,796
5,973
6,908
7,943
8,764
3.1%
0.4%
(4.4%)
2.0% 1.6%
(0.8%) (0.2%)
1.4% 1.9% 1.9% 2.7%
1.5% 1.3%
31.0%
18.9%
16.8%
14.6%
8.6%
17.0%
12.7%
21.1%
24.6%
15.7% 15.0%
10.3%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Sales EU GDP growth Sales growth
Track record of strong and sustainable top-line growth
 Proven track record of above market, through the cycle organic growth
 Continued market share gains in core markets
 Consolidated customer base ensuring recurrent sales
 One-stop shop company in a low margin business vs. Western Europe
 Historical focus on volume growth and cementing market leadership
positioning
 Profitability improvement set as management’s priority at Q3 2018
Historical sales (PLNmm) Historical EBITDA (PLNmm)
Source: Corporate information, WOOD Research, World Development Indicators
*EBITDA after changes MSFF 16
5
Leadership Industry
Barriers
to entry
Network Financials Management
CAGR 2007–2019: 13.7%CAGR 2007–2019: 17%






H1 2019
vs. H1
2018
EBITDA margin
avg (2010-LTM):
5.9%
19
*

20. 65
71
35 33
46
62
43
78
167
133
95
115
129
4.9%
4.1%
1.7%
1.4%
1.7%
2.1%
1.2%
2.0%
3.5%
2.2%
1.4%
1.4%
1.5%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 LTM
Sept
2019
Capex % of sales
34 32
115 118
149
124
189 194
84
237
265
278
317
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Fully invested asset base driving low capex requirements and strong cash
generation
76% 81%67% 74%33%
Historical capital expenditure (PLNmm) Historical operating cash flow1 (PLNmm)
 Major investments between 2015 and 2018 (12 logistics centres in 7
countries)
 No major investment expected in near-term, with future investments
focused on selected strategic projects:
 Expansion of central warehouse in Zakroczym
 Development of B2C platforms both for cars and moto spare parts
 Development for Fleet Service platform
 Unified sales tool for Inter Cars’ Group
 Operating cash flow improvement on the back of realization of major
expansion capex projects (limited future major investments)
 Future cash flow generation underpinned by focus on profitability
through NWC improvement
 Focus on profit per unit vs. historical volume growth
 Optimization of stock rotation (supplier strategy, third party logistics)
 Minimization of costs through direct purchases and deliveries
71% 69%64%
Source: Corporate information
1 Operating cash flow calculated as EBITDA – capex; 2 Cash conversion defined as (EBITDA – capex) / EBITDA
x% Cash conversion2
Leadership Industry
Barriers
to entry
Network Financials Management



77%34% 78%31% 71%

% of sales avg
(2010-2019): 1.7%
Cash conversion
avg (2010-2019): 68%
5
20

21. Seasoned and incentivized management team controlling ~35% of the
Company
Focused on creating value
and improve profitability over the
long term
Presence of active shareholders in
the board supports orientation to
sustainable organic growth
Fast decision-making and prudent
approach to financial policy
Leadership Industry
Barriers
to entry
Network Financials Management
Key management Ownership structure
Market cap1: PLN 2.8bn
Shareholder % of capital
Oleksowicz family 26%
Andrzej Oliszewski 9%
AVIVA 13%
National Nederlanden 10%
Immersion Capital 5%
Other 37%
Inter Cars
management
~35%
Source: Corporate information
1 As of August 27, 2019
Chairman of the
Supervisory Board
6
21
Maciej Oleksowicz
President of the Management Board
Krzysztof Oleksowicz
Founder of the Inter Cars
Krzysztof Soszyński
Vice-President of the Management Board
Piotr Zamora
Chief Financial Officer, Board Member
Wojciech Twaróg
Board Member
Tomáš Kaštil
Board Member

22. Strengthen market leadership
Focus on profitable growth
Optimize organisational efficiency
Focus on optimization of logistics
Growth in foreign markets
Strategic roadmap
Source: Corporate information
1
2
3
 Warehouse management
 Automation & robotization / wages optimization
 Direct access to products purchased by intermediaries
4
5
22

23. Summary of Inter Cars’ key credit highlights
Largest EU
independent
distributor
Resilient sector
exposed to positive
long term trends
Protected business
model
Capillary network
supported by unique
last mile delivery
capabilities
Strong and resilient
financial track record
with further upside to
come
Incentivized
management with
proven track record
Leadership
Industry
Barriers
to entry
Network
Financials
Management
 Strong track record of organic growth in Poland and foreign markets
 Seasoned and incentivized management team controlling ~35% of the Company
 A decentralised and entrepreneurial organisation leveraging the strengths of an industry leader
 Uninterrupted double-digit sales growth (+17.7% CAGR 2007-18) driven by market share gain
 Profitability and NWC improvement set as management’s top priorities – identified self-led efforts on logistics and marketing
 Limited capex requirements to drive FCF generation and further deleveraging
 Over 100,000 customers served through a network of 560 branches (o/w 249 in Poland)
 Best-in-class, well invested, modern chain of 17 logistics centres – large warehouses located near Warsaw
 Warehouse setup in close proximity to branches enabling flexible, timely, low-cost delivery up to 5 times/day
 Unique distribution model (franchise partners)
 High entry barriers – leadership in a highly fragmented market with high service standard levels required
 A true “one-stop-shop” – unrivalled product breadth among European distributors with 350,000 SKUs
 Close partnership with independent distributors (c.60% of total) translating into superior business proposition
 Resilient and steadily growing market robustly supported by long term secular drivers
 Ongoing car park expansion and high average age/utilisation
 Increase in complexity and sophistication of components driving spare part prices up
 Electric vehicles, autonomous drive and mobility to drive utilisation and offer opportunities in next 20y
 Fragmented market
 DIFM outpaces DIY in independent aftermarket in Europe
 Largest European listed auto parts distributor by sales (€2.0bn LTM Sept-2019) with presence in 171 countries
 #1 player for passenger car and truck parts in the fast growing CEE market
 Undisputed market leader in Poland with >20% market share
1
2
3
4
5
6
Source: Corporate information
1 Includes Germany where the company is present only via online
23

24. Financial Overview3 24

25. Key financials
 Continuous sales growth from 2016 to 2019 of 13.6% CAGR driven by:
 Increased number of registered cars in Poland and other European countries
 Expansion from 374 branches (of which 191 outside of Poland) in 2016 to 561 (of which 313 outside of Poland) in 2019
 EBITDA margin diluted due to unfavourable FX movements and one-off costs related to the logistic services in Zakroczym warehouse, completed in mid-2017
 Over 2018 and 2019, the Company has focused its priority on increasing market share, executing long-term strategic initiatives such as B2C in CEE and
Western Europe, entering into new segments in selected countries and developing logistics capabilities, which further pressured temporarily the margins
 As of Q3 2018 shift in strategy to focus on profitability. To be implemented via focussing on improvement in logistics, suppliers and profitability per unit sold
Commentary
Source: Company filings
1 Calculated as EBITDA - Capex; 2 Calculated as Operating Cash Flow as a % of EBITDA
PLNmm 2016 2017 2018 2019 CAGR 2016-2019
Sales 5,973 6,908 7,943 8,764 13.6%
% growth 24.6% 15.7% 15.0% 10.3%
EBITDA 370 360 393 462 7.7%
% of Sales 6.2% 5.2% 4.9% 5.3%
Capital Expenditure 133 95 115 145 (2.9%)
% of Sales 2.2% 1.4% 1.4% 1.7%
Operating Cash Flow1 237 265 278 317 10,2%
Cash Conversion Rate2 64.1% 73.5% 70.8% 68,6%
Summary of Financial Profile
25

26. Capital expenditure and net working capital requirements
Capital expenditure (PLNmm)
 Capex in 2016, 2017 and 2018 primarily:
 Finalising Zakroczym
 Increasing regional distribution centres
 Capex going forward to be on key strategic projects, namely:
 Extension of Zakroczym
 Development of B2C platforms for car and motorcycle spare parts
Net Working Capital (PLNmm)1
 Q1 and Q3 tend to be seasonal peaks due to servicing cycle as users
tend to await post summer or Christmas period
 Flattened by sales of products from variety of segments
 Increased inventory from 2016 due to providing large product range
(i.e. trucks, tyres)
 Improvement in NWC due to i) efficient inventory management as a
result of Zakroczym and improvement in logistics, ii) more narrow
range of stock and iii) reverse factoring
133
95
115
129
2.2%
1.4%
1.4% 1.5%
0
20
40
60
80
100
120
140
gru.16 gru.17 gru.18 LTM Sept-19
Capex As a % of Sales
Commentary Commentary
1,676
2,020
2,369 2,438
28.1%
29.2%
29.8%
27.8%
0
500
1,000
1,500
2,000
2,500
Dec-16 Dec-17 Dec-18 Dec-19
NWC As a % of Sales
Source: Company filings
1 Calculated as Inventories + trade receivables – trade liabilities
42
39
40
40
47
37
45
24
133 133
143
86
85
95
105
115
125
135
145
20
30
40
50
Dec-16 Dec-17 Dec-18
Receivable days Payable days Inventory days
Dec-19
26

27. Capital structure
Source: Company filings
1 FX PLN/€: Jun-19: 0.2352; 2 Bloomberg as of August 27, 2019; 3 Defined as Net Debt / EBITDA (pre-IFRS16); 4 Defined as EBIT / Interest (pre-IFRS16)
 Main financial maintenance covenant in current capital structure:
 3.50x Net Leverage Covenant3
 Pre-IFRS 16 impact:
 LTM Sept-19 EBITDA pre-IFRS 16: PLN 414mm / € 97mm
 Sept-19 Net Debt pre-IFRS 16: PLN 1,253mm / € 294mm
 Sept-19 Net Leverage pre-IFRS 16: 2.6x
Commentary
As 2019
PLNmm €mm1
xEBITDA ( Post IFRS 16) Maturity
Cash and cash equivalents (143) (34) (0.3x)
Bonds (floating) 0 0 0.0x Oct-19
RCF - syndicated loans (PLN838mm) 523 123 1.1x Nov-20
TLB - ING Bank N.V. (PLN63mm) 54 13 0.1x Dec-19
TLB - Raiffeisen a.s. (PLN26mm) 25 6 0.0x May-20
TLB - Nova Kreditna Banka Maribor (PLN9mm) 4 1 0.0x Nov-19
Term loan 537 126 1.1x Nov-21
Net Lease Liabilities (IFRS 16) 253 59 0.5x
Financial leases 291 68 0.6x
Total debt 1,687 396 3.6x
Total net debt 1,544 363 3.3x
Market capitalisation2
2 664 626 5.7x
Total capitalisation 4,351 1022 9.4x
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