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Capítulo IX: Conclusiones y Recomendaciones

9.2 Recomendaciones

9.2.2 Misión propuesta

We have historically been part of the Sixt SE Group and have benefited from the funding available to the Sixt SE Group, which we have utilized to acquire the vehicles we lease to our customers. The majority of our funding continues to come from an arrangement with Sixt SE, which also guarantees all of our obligations to third-party funding providers. This funding is reflected in our liabilities to related parties of A679.8 million as of December 31, 2014, most of which is recorded as current liabilities, as it may be called for repayment within the next twelve months. Historically, this funding has been rolled over and refinanced at maturity. We intend to continue to make use of the financing available to the Sixt SE Group (excluding Leasing) for a certain period following the offering, the proceeds of which will allow us to take the first step towards obtaining our own stand-alone financing. Following the offering, we intend to progressively increase the proportion of our new lease assets that we fund using sources other than the Sixt SE Group (excluding Leasing). For more information, see ‘‘—10.6.2 Current Liabilities and Provisions’’.

10.8.1 Cash Flow

The following table provides an overview of our cash flow for the periods presented:

For the year ended December 31,

2012 2013 2014

(audited) (in E million)

Net cash flows from (used in) operating activities(1) . . . . (61.8) (59.5) (142.1)

Net cash flows from (used in) investing activities . . . (0.2) (0.2) (0.8) Net cash flows from (used in) financing activities(2). . . . 57.2 69.8 144.0

Net change in cash and cash equivalents . . . . (4.7) 10.1 1.1

(1) Proceeds from disposal of lease assets (2012: A161.7 million, 2013: A139.5 million, 2014: A130.6 million) and payments for investments in lease assets (2012: A(370.9) million, 2013: A(337.5) million, 2014: A(420.2) million) are included in net cash flows from (used in) operating activities.

(2) Net cash flows from (used in) financing activities include dividend payments of A32.0 million, A24.4 million and A22.6 million for the years 2012, 2013 and 2014, respectively, as disclosed in the combined financials. Under the (D)PLTAs, the Company transferred profits to the Selling Shareholder in the amount of A38.6 million, A33.3 million and A25.2 million in 2012, 2013 and 2014, respectively. For more information on the Profit and Loss Transfer Agreement, see ‘‘3 The Offering— 3.4 Information on the Shares—3.4.2 Dividend and Liquidation Rights’’.

10.8.1.1 2013 compared with 2014

10.8.1.1.1 Net Cash Flows from Operating Activities

Net cash flows used in operating activities increased by A82.6 million, or 138.8%, from A59.5 million in 2013 to A142.1 million in 2014, primarily due to an increase of A91.6 million, or 46.3%, in net payments for investments in lease assets, i.e., payments for investments in lease assets less proceeds from disposal of lease assets, as a result of the increase in the number of lease contracts serviced by us. Changes in net working capital also had a negative impact on net cash flows used in operating activities, with larger increases in inventories, which increased by A10.4 million (2013: decrease of A8.1 million) and other net assets, which increased by

A47.0 million (2013: increase of A41.4 million), and a decrease in trade payables, which decreased by A1.8 million (2013: decrease of A1.4 million) being only slightly offset by a A3.1 million decrease in trade receivables (2013: A5.1 million increase). Higher other non-cash expenses, lower income taxes paid in cash and higher depreciation and amortization expenses also helped ameliorate the negative impact of the changes in net working capital.

10.8.1.1.2 Net Cash Flows Used in Investing Activities

Net cash flows used in investing activities increased by A0.6 million from A0.2 million in 2013 to A0.8 million in 2014, primarily as a result of increased payments for investments in intangible assets and equipment.

10.8.1.1.3 Net Cash Flows from Financing Activities

Net cash flows from financing activities increased by A74.2 million, or 106.3%, from A69.8 million in 2013 to A144.0 million in 2014, primarily as a result of cash inflows of A145.4 million in 2014 due to the increased amount of financing provided to us by related parties, as compared with cash outflows of A55.8 million in 2013, and cash inflows of A60.0 million in 2014 from borrower’s note loans and long-term bank loans.

10.8.1.2 2012 compared with 2013

10.8.1.2.1 Net Cash Flows from Operating Activities

Net cash flows used in operating activities decreased by A2.3 million, or 3.7%, from A61.8 million in 2012 to A59.5 million in 2013, primarily due to a decrease of A11.1 million, or 5.6%, in net payments for investments in lease assets, i.e., payments for investments in lease assets less proceeds from disposal of lease assets. Changes in net working capital had a negative impact on net cash flows used in operating activities, with a smaller decrease in trade payables, which decreased by A1.4 million (2012: A14.6 million), and a decrease in inventories of A8.1 million (2012: increase of A3.3 million) only slightly offsetting the significant negative effect of the increase in other net assets of A41.4 million (2012: A0.3 million). Higher depreciation and amortization expenses also contributed to the decrease in net cash flows used in operating activities.

10.8.1.2.2 Net Cash Flows Used in Investing Activities

Net cash flows used in investing activities, which consisted of payments for investments in intangible assets and equipment, remained stable at A0.2 million.

10.8.1.2.3 Net Cash Flows from Financing Activities

Net cash flows from financing activities increased by A12.6 million, or 22.0%, from A57.2 million in 2012 to A69.8 million in 2013, primarily as a result of an increase in current and non-current financial liabilities as a result of the factors described above and increased payments received from long-term financing from related parties. These factors were partly offset by decreased short-term financing from Sixt SE, as we repaid amounts previously borrowed.

10.8.2 Capital Expenditures

Our capital expenditures are financed through operating cash flows before payments for investments in lease assets, the proceeds from the disposal of lease assets and cash inflows from financing activities, in particular the funds provided to us from Sixt SE. The following table shows our capital expenditures for the periods presented and reflects the fact that the vast majority of our capital expenditures relate to payments for investments in lease assets, which are recognized in net cash flows from operating activities:

For the year ended December 31,

2012 2013 2014

(unaudited) (in E million)

Payments for investments in lease assets(1) . . . . 370.9 337.5 420.2

Payments for investments in intangible assets and equipment . . . 0.2 0.2 0.8 Payments for investments in financial assets . . . – – 0.0 Capital Expenditures . . . . 371.1 337.7 421.0

(1) Payments for investments in lease assets are included in net cash flows from (used in) operating activities.

10.8.2.1 Major Capital Expenditures in 2012, 2013 and 2014

Our total capital expenditures increased by A83.3 million, or 24.7%, from A337.7 million (or 61.8% of our total revenue) in 2013 to A421.0 million (or 73.2% of our total revenue) in 2014, primarily as a result of the acquisitions of additional vehicles for which we have concluded lease contracts, reflecting the increased number of lease contracts serviced by us. We financed these acquisitions primarily with funds provided to us by Sixt SE, resulting in an increase in current liabilities to related parties as of December 31, 2014. Payments for investments in lease assets are included in our net cash flow from operating activities.

Our total capital expenditures decreased by A33.4 million, or 9.0%, from A371.1 million (or 66.7% of our total revenue) in 2012 to A337.7 million (or 61.8% of our total revenue) in 2013, primarily as a result of a decrease in investments in lease assets.

10.8.2.2 Capital Expenditure since December 31, 2014 and Major Ongoing Capital Expenditures Our capital expenditures between December 31, 2014 and February 28, 2015 amount to approximately A63.0 million and relate mainly to acquisitions of additional vehicles for which we have concluded lease contracts, reflecting the increasing number of lease contracts serviced by us in Germany and the other European countries in which we operate.

Likewise, our major ongoing capital expenditures, i.e., projects that have been initiated but have not been finalized as of the date of the Prospectus, also relate mainly to acquisitions of additional vehicles. As of February 28, 2015, our purchase commitments resulting from concluded agreements concerning subsequent vehicle deliveries for the lease fleet amounted to A145.0 million. Currently, we are financing these acquisitions as described above. In the future, we will finance these acquisitions primarily with funds available to us under the Financing Agreement with Sixt SE and external financial liabilities.

10.8.2.3 Future Capital Expenditures and Planned Capital Expenditures for 2015 and 2016

As of the date of the Prospectus, the Management Board has made commitments on several future capital expenditures mainly related to several IT-projects amounting to a total investment of approximately A1.3 million in 2015.

In addition, to the extent new lease contracts are concluded, the Company is required under these lease contracts to supply the leased vehicle to the customer. To fulfill these obligations, we plan to acquire the required additional lease vehicles and primarily fund them with the financing available to us under the Financing Agreement and from the proceeds from the offering. The Management Board has not yet made any commitments on capital expenditures for the fiscal year 2016.

10.8.3 Financial Liabilities and Liabilities to Related Parties 10.8.3.1 Non-Current Financial Liabilities

The following table provides a breakdown of our non-current financial liabilities as of the dates shown:

As of December 31, 2012 2013 2014

(audited) (in E million)

Borrower’s note loans . . . 50.9 50.9 – Liabilities to banks . . . – – 60.0 Finance lease liabilities . . . 22.4 33.4 21.8 Non-current financial liabilities . . . . 73.3 84.3 81.8

10.8.3.1.1 December 31, 2013 Compared to December 31, 2014

In 2014, non-current financial liabilities slightly decreased by A2.5 million, or 3.0%, from A84.3 million as of December 31, 2013 to A81.8 million as of December 31, 2014. This decrease was due to the drawdown of two loans amounting to a total of A60.0 million, the reclassification of A50.9 million of borrower’s note loans as current liabilities and the decrease in finance lease liabilities.

10.8.3.1.2 December 31, 2012 Compared to December 31, 2013

In 2013, non-current financial liabilities increased by A11.0 million, or 15.0%, from A73.3 million as of December 31, 2012 to A84.3 million as of December 31, 2013. This increase was due to the increase in finance lease liabilities. The non-current borrower’s note loans remained stable at A50.9 million.

10.8.3.2 Current Financial Liabilities

The following table provides a breakdown of our current financial liabilities as of the dates shown:

As of December 31, 2012 2013 2014

(audited) (in E million)

Borrower’s note loans . . . – – 51.0 Liabilities to banks(1) . . . . 20.7 143.5 102.3

Finance lease liabilities . . . 8.9 9.3 22.9 Other liabilities . . . 0.9 0.9 1.2 Current financial liabilities . . . . 30.6 153.7 177.3

(1) Includes short-term borrowings at variable interest rates taken out by utilizing the credit lines available to the Sixt Leasing Group.

10.8.3.2.1 December 31, 2013 Compared to December 31, 2014

In 2014, current financial liabilities increased by A23.6 million, or 15.4%, from A153.7 million as of December 31, 2013 to A177.3 million as of December 31, 2014. This increase was primarily due to the reclassification of our borrower’s note loans from non-current financial liabilities to current financial liabilities and the increase in finance lease liabilities, partly offset by a decrease in our liabilities to banks as a result of the repayment of certain amounts outstanding under available credit lines.

10.8.3.2.2 December 31, 2012 Compared to December 31, 2013

In 2013, current financial liabilities increased by A123.1 million, from A30.6 million as of December 31, 2012 to A153.7 million as of December 31, 2013. This increase was primarily due to us drawing on the amounts available to us under our bank credit lines.

10.8.3.3 Liabilities to Related Parties

10.8.3.3.1 December 31, 2013 Compared to December 31, 2014

In 2014, liabilities to related parties increased by A129.7 million, or 23.6%, from A550.1 million as of December 31, 2013 to A679.8 million as of December 31, 2014. This increase was primarily due to an increase in liabilities to Sixt SE, as we used the funding available to us from Sixt SE to partly finance the increased investment in our lease fleet, which could not be fully funded from net cash flows from operating activities.

10.8.3.3.2 December 31, 2012 Compared to December 31, 2013

In 2013, liabilities to related parties decreased by A44.3 million, or 7.5%, from A594.4 million as of December 31, 2012 to A550.1 million as of December 31, 2013. This decrease was primarily due to a decrease in liabilities to Sixt SE and Sixt SAS, as the decrease in our investments in lease assets and the decrease in our net cash flows used in operating activities meant that we did not require as much funding from the Sixt SE Group to finance our lease fleet investments. 10.8.3.4 Maturity Profile

The following table provides a maturity profile of our financial liabilities and finance lease liabilities (including expected future interest payable) as of December 31, 2014:

As of December 31, 2014 2021

2015 2016 2017 2018 2019 2020 and later Total (audited)

(in E million) Financial liabilities

Borrower’s note loans . . . 53.1 – – – – – – 53.1 Liabilities to banks . . . 102.9 0.7 60.4 – – – – 163.9 Other finance lease liabilities . . . 23.2 14.8 7.3 0.6 – – – 45.9 Liabilities to related parties(1) . . . 660.2 0.4 20.4 681.1

Total . . . 839.4 15.9 88.0 0.6 944.0

(1) Our liabilities to related parties relate primarily to our funding from the Sixt SE Group (excluding Leasing), much of which is provided on a short-term basis pursuant to a cash pooling arrangement, and so can be called for repayment within the next twelve months. Such funding has historically been rolled over and refinanced at maturity and we expect to be able to continue to refinance such funding with the Sixt SE Group (excluding Leasing) following the offering.

Assuming that the maximum number of New Shares (5,586,593 shares) is placed, the Company will at the low end, mid-point and high end of the Price Range, receive net proceeds of approximately A94.8 million, A104.0 million and A113.3 million, respectively. The Company intends to use the net proceeds of the offering of the New Shares in an amount of approximately A82.0 million to reduce current external financial liabilities, which as of February 28, 2015 amounted to A188.3 million and might increase or decrease until the Company receives the net proceeds from the IPO. However, the Company together with the Selling Shareholder reserves the right not to issue all of the New Shares in case of a pricing above the low end of the Price Range. Therefore, the net proceeds to the Company may not reach the amount of A104.0 million at the mid-point or of A113.3 million at the high-end end of the price range. The liabilities to related parties as they related to financing that was provided to us by Sixt SE will be refinanced with the proceeds from the core loan facility (the ‘‘Core Loan’’) under the Financing Agreement. For information on the Core Loan and the maturity profile of the Core Loan see ‘‘13. Material Agreements—13.1 Financing Arrangements—13.1.1.1 Core Loan’’.