SGD Group S.A.S. Quarterly Report June 30, 2016

Transcription

1 SGD Group S.A.S. Quarterly Report June 30, 2016 Page 0

2 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Contents Page Definitions & structure of the information reported... 2 Management s discussion and analysis of financial condition and results of operations.. 5 Consolidated financial statements... 9 Contact SGD Group Page 1

3 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Important notice This report may include forward-looking statements. Forward-looking statements are statements regarding or based upon our management s current intentions, beliefs or expectations relating to, among other things, SGD s future results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this report regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this report. The information contained in this report is subject to change without notice. No re-report or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein and no reliance should be placed on it. Definitions & structure of the information reported Explanation of key income statement line items Set forth below is a brief description of the key line items of our income statement data. Total Revenue Total Revenue is the sum of Revenue and Other business income. Revenue is recognized when the significant risks and rewards of the ownership of goods are transferred to the buyer, usually upon the delivery of goods, from our pharmaceutical glass packaging operation. Other business income consists of the sale of accessories and technical support as well as the mold development costs recharged to customers. Transport related to sales Transport related to sales consists of the costs of transporting our products to our customers. Variable selling expenses Variable selling expenses consist of commissions charged by our sales agents and sales taxes. Costs of goods sold Cost of goods sold is the sum of material consumption and change in inventory, production costs, production depreciation and other operating income/expense. Materials consumption and change in inventory Materials consumption and change in inventory consist of the cost of raw materials used in glass composition, packaging material, subcontracted decoration costs and the costs of purchasing the finished goods of our trading business, VG Emballage. Production cost Production cost consists of labor costs including the costs of temporary workers, costs related to the sorting of our glass packaging, energy, maintenance. Page 2

4 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Production depreciation Production depreciation consists of the depreciation of buildings, machinery and equipment over their respective useful lives. Production depreciation corresponds to the line item entitled production amortization in our combined financial statements. Other operating income/expense Other operating income/expense consists of manufacturing facility overhead and taxes, repairs and maintenance, health and safety costs, insurance premiums and the costs of claims. Sales, general and administrative expense Sales, general and administrative expense consists of the costs of general management, sales, marketing, research and development, engineering and legal as well as the costs of corporate and business unit operations, finance, purchasing, information technology, supply chain and quality control. Our sales, general and administrative expense includes the expenses of our headquarter operations and the expenses of certain services shared with SGD Parfumerie France and its subsidiaries such as Legal and IT, which are allocated to our business pursuant to the Transitional Service Agreement with SGD Parfumerie France. The nature of costs is personnel costs, external contracts (fees, maintenance) and depreciation. This line is net of the headquarters management fees recharged to sites. Non-IFRS measures Certain financial measures and ratios related thereto used in this report, including EBITDA, and EBITDA margin (collectively, the EBITDA measures ), are not specifically defined under IFRS or any other generally accepted accounting principles. These measures are presented in this report because we believe that they are among the measures used by management to evaluate the cash available to us to fund ongoing, longterm obligations and they are frequently used by securities analysts, high yield investors and other interested parties for valuation purposes or as a common measure of the ability of issuers to incur and meet debt service obligations. These measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and you should not consider such items as alternatives to revenue, gross operating profit or net profit/loss of the year or any other performance measures derived in accordance with IFRS, and they may be different from similarly titled measures used by other companies. You are encouraged to evaluate each of the adjustments reflected in our presentation of the EBITDA measures and whether you consider each to be appropriate. EBITDA We define EBITDA as operating income from ordinary activities before accumulated depreciation and adjusted for non-recurring items recorded under other operating income/expense in the income statement in the audited consolidated financial statements as of and for the 6 months ended June 30, 2016 and For further description of the definitions, please refer to the offering memorandum and 2015 Annual Report. Page 3

5 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Structure of the information reported Completion of demerger on December 31 st 2015 SGD has successfully completed the split of its pharmaceutical glass packaging operations from its perfumery glass packaging operations. This process has been engaged due to the different drivers and economic cycles applicable to both business units and an increased need to develop business-specific strategies. The key milestones were: 1. Legal separation of the perfumery and pharmaceutical activities, except for the Mers plant. o Completed on April 24 th, Completion of the demerger with separation of the Mers plant activities. o Concluded on December 31 st, As such, all the financial information provided in this presentation refers solely (unless stated otherwise) to the financial information relating to the pharmaceutical glass packaging operations of the Company, which constitutes our sole business following the transfer of the Mers-les-Bains perfumery glass packaging operations to SGD Parfumerie France. This presentation should be read in conjunction with the SGD bondholder report and the unaudited combined account statements as at June 30, 2014 posted on the Company s Investor Relations website. Recent Developments JIC has signed the share purchase agreement with Oaktree to acquire SGD China Jianyin Investment Ltd. ( JIC ), a long-term investor, entered into exclusive discussions with Oaktree on May 9 th, 2016 to acquire SGD Group S.A.S. Following Oaktree's acquisition in 2010, SGD Group S.A.S, was able to expand its leadership in high end type I glass containers, supported by its new production site in Saint Quentin, and develop a new offer in the conversion market thanks to the acquisition of the Indian market player Cogent Glass. Further to the completion of the demerger of the perfumery glass packaging operations in 2015, SGD Group S.A.S. is now focused on products dedicated to the largest pharmaceutical companies worldwide. JIC notably benefits from a successful track-record of investments in industry sector leaders, and is keen to work along with SGD Group S.A.S management to implement the group s long-term strategy and operational excellence plan, as well as to further develop its high quality product portfolio and leverage its know-how. On July 25 th 2016, JIC Investment Co., Ltd. has signed a share purchase agreement with SGD Luxembourg Holdings S.C.A., the direct parent company of the Issuer and a portfolio company of funds managed by Oaktree Capital Management, L.P., to acquire all of the issued share capital of the Issuer, if the conditions precedent to the proposed Acquisition are satisfied. The proposed Acquisition is subject to competition and other regulatory approvals. The Purchaser has informed SGD Group S.A.S ( the Issuer ) of its intention to procure that the Issuer will redeem in full the Notes on or about the closing date of the proposed Acquisition in accordance with the Optional Redemption provision in the Notes, should the Acquisition be completed. There can be no assurance that the proposed Acquisition will be completed or that the Issuer will redeem the Notes on or about the closing date of the proposed Acquisition or at all. If the Issuer elects to exercise its right to redeem the Notes, it will transmit a notice of redemption to holders of the Notes in advance of such redemption in accordance with the terms of the indenture governing the Notes. Page 4

6 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Management s discussion and analysis of financial condition and results of operations Certain information in the discussion and analysis set forth below and elsewhere in this report includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements. This discussion and analysis should also be read in conjunction with the combined financial statements included elsewhere in this report, including the notes thereto, and financial information appearing in Presentation of financial information and other data, and Selected combined financial information. Some of the measures used in this report, such as EBITDA, are not measurements of financial performance under IFRS, but have been prepared on the basis of IFRS amounts, and should not be considered as an alternative to cash flow from operating activities, as a measure of liquidity or as an alternative to revenue, gross operating profit or net profit/loss of the year, as indicators of our operating performance or any other measures of performance derived in accordance with IFRS. Certain monetary amounts, percentages and other figures included in this report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Operating results 3 and 6 months ended June 30, 2016 compared to 3 and 6 months ended June 30, 2015 The table below sets forth certain line items from the income statement of our pharmaceutical glass packaging operations for the 3 and 6 months ended June 30, 2016 compared to the corresponding 2015 periods. (in millions, except percentages) * For a reconciliation of EBITDA to operating income from ordinary activities, see Selected consolidated financial information. Total Revenue For the 3 months ended Increase/ (decrease) For the 6 months ended Increase/ (decrease) June 30, June 30, Var % Var % Total Revenue (0.3) (0.4)% % Transport related to sales (3.7) (4.0) 0.3 (7.1)% (7.6) (7.5) (0.1) 1.6% Var. selling expenses (1.4) (1.5) 0.1 (4.9)% (3.0) (2.9) (0.1) 4.8% Cost of good sold. (52.6) (54.4) 1.8 (3.3)% (103.8) (103.4) (0.3) 0.3% Sales, general and administrative expense. (7.1) (6.3) (0.9) 14.0% (13.5) (12.2) (1.3) 10.5% Operating income from ordinary activities % % EBITDA* % % For the six months period ended June 30 th 2016, revenue increased by 1.5% from million to 144.4m. The revenue growth was mainly driven by Cogent s sales. The good performance of Cogent was partially offset though by a negative FX impact coming from China and India and by softer markets in Western Europe, especially in France. Additionally, on a year to date basis, we are still experiencing some phasing issue in Type I sales following the inventory building from our customers (to anticipate any delay in St Quentin ramp-up). Page 5

7 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 The table below shows the split of revenue by type of pharmaceutical glass packaging products for the 3 and 6 months ended June 30, 2016 and (in millions, except percentages) Total Revenue (0.3) (0.4)% % * Trading and Other primarily relates to the revenue from our trading business VGE and the revenue from the sale of non-pharmaceutical packaging products from our Zhanjiang manufacturing facility. It is also including since May 1 st, 2015 the revenue from Cogent Glass Ltd. Revenue from Type I pharmaceutical glass packaging products decreased by 4.1 million, or (10.1)%, from 40.7 million for the 6 months ended June 30, 2015 to 36.6 million for the 6 months ended June 30, As mentioned before, this is reflecting the orders anticipations from some customers to secure any possible delay with St Quentin ramp-up. Revenue from Type II pharmaceutical glass packaging products decreased by 1.5 million, or (3.8)%, from 39.6 million for the 6 months ended June 30, 2015 to 38.1 million for the 6 months ended June 30, SGD Kipfenberg continuous strong results were more than offset by the soft markets in Western Europe and MEA on Infusion products. Revenue from Type III pharmaceutical glass packaging products increased by 0.4 million, or 1.0%, from 35.9 million for the 6 months ended June 30, 2015 to 36.3 million for the 6 months ended June 30, This increase was supported by a strong growth in Asia Pacific and the Americas. Trading and Other revenue increased by 7.5 million, or 28.7%, from 26.0 million for the 6 months ended June 30, 2015 to 33.4 million for the 6 months ended June 30, Since May 1 st 2015, this segment includes the revenues generated by our acquisition in India: Cogent Glass. Revenue generated by Cogent was 7.7 million for the period. Revenues were driven by both molded and converted pharmaceutical packaging products. Transport related to sales Transport costs related to sales increased by 0.1 million, or 1.6%, from 7.5 million for the 6 months ended June 30, 2015 to 7.6 million for the 6 months ended June 30, Variable selling expenses Variable selling expenses increased by 0.1 million, or 4.8% to 3.0 million from 2.9 million for the 6 months ended June 30, Costs of goods sold On the back of the increase in revenues, costs of goods sold (COGS) increased by 0.3 million, or 0.3%, from million for the 6 months ended June 30, 2015 to million for the 6 months ended June 30, Sales, general and administrative expense For the 3 months ended Increase/ (decrease) For the 6 months ended June 30, June 30, Var % Increase/ (decrease) Var % Type I (2.7) (12.6)% (4.1) (10.1)% Type II (0.3) (1.4)% (1.5) (3.8)% Type III (0.0) (0.0)% % Trading & Others* % % Sales, general and administrative expense increased by 1.3 million or 10.5% from 12.2 million for the 6 months ended June 30, 2015 to 13.5 million for the 6 months ended June 30, The increase in Sales, General and Administrative expenses is mainly driven by the strengthening of the R&D team and related to Cogent s integration. Page 6

8 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 EBITDA EBITDA increased by 0.7 million, or 2.2%, from 31.8 million for the 6 months ended June 30, 2015 to 32.5 million for the 6 months ended June 30, 2016 including the positive impact of Cogent for 0.9 million for this first 6 months of Liquidity and capital resources The following table presents a reconciliation of operating cash flow to EBITDA for our pharmaceutical glass packaging operations for the 3 and 6 months ended June 30, 2016 and 2015: (in millions, except percentages) For the 3 months ended Increase/ (decrease) For the 6 months ended June 30, June 30, Var % Increase/ (decrease) Var % Ebitda % % Capital expenditure.. (5.2) (17.5) 12.3 (70.3)% (14.6) (30.3) 15.7 (51.9)% Change in working capital. 1.5 (2.6) 4.1 (156.3)% (7.7) (7.4) (0.3) 3.8% Operating cash flow before taxes 12.6 (4.6) 17.2 NA 10.3 (5.9) 16.1 NA Operating cash flow before taxes Operating cash flow before taxes increased by 16.1 million to 10.3 million for the 6 months ended June 30, 2016 from (5.9) million for the 6 months ended June 30, This increase is mainly driven by lower Capex spending (especially due to the end of St Quentin project) versus last year. Even though, Working Capital management is showing improvements in Q2 2016, the year to date increase was mainly driven by higher inventories as the volume produced in St Quentin was higher than expected thanks to a better rampup. This trend was partially offset by lower receivables thanks to the good performance in collections (actions were implemented to correct last quarter situation on receivables). Contractual obligations and commercial commitments We are obliged to make further payments under various contracts, such as debt and lease arrangements, and under certain contingent obligations, such as debt guarantees. Set forth below is a table that identifies some of the contractual obligations of our pharmaceutical glasspackaging operations as of June 30, 2016, after giving effect to the Master Reorganisation Agreement and the Refinancing. (in millions) Less than 1 to 5 More than Total 1 year years 5 years Notes issued Operating leases Finance leases CICE/CIR & ARI facilities Working capital facility Revolving Credit Facility Vendor's Note Cogent local debt Factoring Total Page 7

9 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Quantitative and qualitative disclosure about financial risk In the ordinary course of business, we are exposed to a variety of financial risks. We monitor and manage these risks as an integral part of our overall risk management program, which recognizes the unpredictability of financial markets, and seek to reduce their potential adverse effects on our results of operations. All the main factors of risks have been disclosed in the Offering Memorandum and in the 2015 Annual Report. There are no significant evolutions of these factors and no change in the policy of the management to mitigate them during the first 6 months, ended June 30, For further description, please refer to the Offering Memorandum and in the 2015 Annual Report. Page 8

10 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 Consolidated financial statements as at June 30, 2016 Page 9

11 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 CONTENTS CONSOLIDATED BALANCE SHEET 11 CONSOLIDATED INCOME STATEMENT 12 CONSOLIDATED COMPREHENSIVE INCOME STATEMENT 14 STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 15 CONSOLIDATED CASH FLOW STATEMENT 16 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 BASIS OF PREPARATION 18 NOTE 1. PRESENTATION OF THE BUSINESS AND MAJOR EVENTS 18 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES 20 NOTE 3. SEGMENT INFORMATION 20 NOTE 4. GOODWILL 24 NOTE 5. INTANGIBLE ASSETS 25 NOTE 6. PROPERTY PLANT AND EQUIPMENT 26 NOTE 7. INVENTORIES 27 NOTE 8. TRADE AND SIMILAR RECEIVABLES 27 NOTE 9. OTHER CURRENT ASSETS 28 NOTE 10. CASH AND CASH EQUIVALENTS 28 NOTE 11. PROVISIONS 28 NOTE 12. PENSIONS AND RELATED BENEFITS 29 NOTE 13. FINANCIAL DEBT 29 NOTE 14. DEFERRED TAX 33 NOTE 15. TRADE AND SIMILAR PAYABLES 33 NOTE 16. OTHER CURRENT LIABILITIES 33 NOTE 17. OTHER OPERATING INCOME AND EXPENSE (YTD) 6 MONTHS 33 NOTE 18. COST OF FINANCIAL DEBT (YTD) 6 MONTHS 34 NOTE 19. OTHER FINANCIAL INCOME AND EXPENSE (YTD) 6 MONTHS 34 NOTE 20. TAX CHARGES / INCOME 34 NOTE 21. OFF-BALANCE SHEET COMMITMENTS 34 Page 10

12 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 CONSOLIDATED BALANCE SHEET Period ended June 30, 2016 (in thousands of euros) Notes 30-Jun Dec-15 Restated 31-Dec-15 Non-current assets Goodwill Intangible assets Property, plant and equipment Non derivative financial assets Total non current assets Current assets Inventories Trade accounts receivable Other current assets Current tax assets Current non derivative financial assets Cash and cash equivalents Total current assets TOTAL ASSETS Equity and liabilities Capital Retained earnings ( ) ( ) ( ) Conversion reserves Net profit/loss for the year (6 166) (17 494) (16 741) Other equity instruments Equity (Group share) ( ) ( ) ( ) Non controlling interests (1 020) (286) (1 250) Total equity ( ) ( ) ( ) Non current liabilities Pensions Borrowings Deferred tax liabilities Total non current liabilities Current liabilities Provisions Trade accounts payable Other current liabilities Current tax liabilities 795 Current bank loans and credit Total current liabilities TOTAL EQUITY AND LIABILITIES (1) The restatements in the balance sheet as of December 31, 2015 relate to the purchase price allocation of Netherlands Glass Investments and Cogent Glass that was performed within the 12-month period following the acquisition date on May 13, Page 11

13 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 CONSOLIDATED INCOME STATEMENT Period ended June 30, 2016 (in thousand of euros) Notes 30-Jun Jun-15 6 months 6 months Revenue Other business income Revenue and other income Transport related to sales (7 625) (7 505) Variable sale expenses (3 038) (2 898) Materials consumption and change in inventory (22 662) (26 829) Production cost (57 494) (54 925) Production amortization (16 133) (15 104) Overheads, tax and costs on other operations (8 232) (6 551) Gross operating profit Sales, General and Administrative expense (13 482) (14 134) Management fees Operating income from ordinary activities Other operating income Other operating expenses 17 (3 633) (3 774) Operating profit/loss Cost of gross financial debt 18 (13 263) (11 264) Other financial income 19 (970) (22) Other financial expenses 19 (2 177) (459) Cost of net financial debt (16 410) (11 744) Pre-tax profit/loss (4 297) 678 Tax expense/income 20 (2 651) (2 823) Net profit/loss from continued activities (6 948) (2 145) Net profit/loss from discontinued activities (3 380) Net profit/loss of the year (6 948) (5 525) Non controlling interests (782) (342) Net profit/loss - Group share (6 166) (5 183) Page 12

14 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 CONSOLIDATED INCOME STATEMENT Quarter ended June 30, 2016 (in thousand of euros) 30-Jun Jun-15 3 months 3 months Revenue Other business income Revenue and other income Transport related to sales (3 722) (4 007) Variable sale expenses (1 411) (1 484) Materials consumption and change in inventory (12 381) (15 139) Production cost (28 451) (28 122) Production amortization (8 377) (7 863) Overheads, tax and costs on other operations (4 199) (3 305) Gross operating profit Sales, General and Administrative expense (7 150) (7 103) Management fees Operating income from ordinary activities Other operating income 1 20 Other operating expenses (2 043) (2 789) Operating profit/loss Cost of gross financial debt (6 354) (5 730) Other financial income 886 (26) Other financial expenses (1 522) (1 633) Cost of net financial debt (6 989) (7 389) Pre-tax profit/loss (1 376) (2 999) Tax expense/income (1 417) (1 372) Net profit/loss from continued activities (2 793) (4 371) Net profit/loss from discontinued activities (4 465) Net profit/loss of the year (2 793) (8 836) Non controlling interests (408) (342) Net profit/loss - Group share (2 385) (8 494) Page 13

15 SGD Group - Consolidated financial statements Confidential Quarter ended June 30, 2016 CONSOLIDATED COMPREHENSIVE INCOME STATEMENT Period ended June 30, 2016 (in thousands of euros) 30-Jun Jun-15 6 months 6 months Net profit/loss for the year (6 948) (5 525) Foreign currency translation Changes in fair value of hedging instruments 127 () 470 Total of other comprehensive income items likely to be later reclassified in net income Total of other comprehensive income items Comprehensive income (6 822) (5 055) Of which : Group share (6 087) (4 711) Non controlling interests (734) (344) Page 14

16 SGD Group - Consolidated financial statements STATEMENT OF CHANGES IN CONSOLIDATED EQUITY At the end of June 30, 2016 (in thousands of euros, except per share data) Number of shares Amount of capital Retained earnings Other recyclable reserves in profit and loss Conversion reserves Other equity instruments (1) Equity (Group share) Equity (minority interests) Total equity Balance at January 1, ( ) ( ) ( ) Consolidated profit/loss for the year (17 494) (17 494) (1 316) (18 810) Other comprehensive income items Change in translation adjustments Change in remeasurements of defined benefit liability (asset) net of tax Total other comprehensive income items Comprehensive income for the period (14 393) 392 (14 001) (1 316) (15 317) Interests on bond loan agreement (2) (6 529) (6 529) (6 529) Non controlling interests in Cogent Glass Capital increase/decrease Balance at December 31, 2015 restated ( ) ( ) (286) ( ) Balance at January 1, ( ) ( ) (286) ( ) Consolidated profit/loss for the year (6 166) (6 166) (782) (6 948) Other comprehensive income items Change in translation adjustments (48) (48) 48 () Change in fair value of hedging instruments net of tax Change in remeasurements of defined benefit liability (asset) net of tax Total other comprehensive income items 127 (48) Comprehensive income for the period (6 166) 127 (48) (6 087) (734) (6 821) Interests on bond loan agreement (3) (3 681) (3 681) (3 681) Capital increase/decrease (33 493) (33 493) (33 493) Balance at June 30, ( ) ( ) (1 020) ( ) Page 15

17 (1) The change in the terms of the bond loan agreement in 2012 resulted in the bond loan agreement being reclassified from a debt instrument to an equity instrument for a total amount of 55.7 million. A partial repayment of the bond loan was made on April 29, 2014 for an amount of 15 million constituted of 8.2 million of principal (classified as other equity instruments) and 6.8 million of accrued interests (classified as financial debt) (2) At December , the financial interests on the bond loan agreement classified as financial debt are booked through net equity for (6.6) million. (3) At June 30, 2016, the financial interests on the bond loan agreement classified as financial debt are booked through net equity for (3.7) million. Page 15

18 CONSOLIDATED CASH FLOW STATEMENT Period ended June 30, months 6 months (in thousand of euros) 30-Jun Jun-15 Total consolidated net profit/(loss) (6 948) (5 525) Adjustments: Elimination of net (profit)/loss from discontinued activities Elimination of depreciation and provisions Elimination of revaluation profit and loss 127 Elimination of (gains)/losses on disposal (8) 487 Elimination of dividend income Operating cash flow after cost of net financial debt and tax Elimination of tax expense/(income) Elimination of cost of net financial debt Operating cash flow before cost of net financial debt and tax Change in inventories (6 729) (13) Change in trade receivables (1 471) (12 029) Change in trade payables Change in other working capital items (995) Impact of change in working capital requirement (5 721) (7 720) Tax paid (2 475) (2 733) CASH FLOW FROM OPERATING ACTIVITIES Impact of changes in scope Purchases of tangible and intangible assets (16 489) (25 360) Sale of tangible and intangible assets 102 CASH FLOWS FROM INVESTMENT ACTIVITIES (16 489) (23 641) Repayment of loans (4 160) (882) Net financial interest paid (12 665) (10 984) Other cash flows from financing activities CASH FLOWS FROM FINANCING ACTIVITIES Impact of changes in accounting and exchange principles (1 485) 164 CHANGE IN CASH FLOW Opening cash Closing cash Page 16

19 CONSOLIDATED CASH FLOW STATEMENT Quarter ended June 30, months 3 months (in thousand of euros) 30-Jun Jun-15 Total consolidated net profit/(loss) (2 792) (8 836) Adjustments: Elimination of net (profit)/loss from discontinued activities Elimination of depreciation and provisions Elimination of revaluation profit and loss 127 Elimination of (gains)/losses on disposal 517 Operating cash flow after cost of net financial debt and tax Elimination of tax expense/(income) Elimination of cost of net financial debt Operating cash flow before cost of net financial debt and tax Change in inventories (2 177) Change in trade receivables (7 102) Change in trade payables (4 025) Change in other working capital items (384) (1 125) Impact of change in working capital requirement (4 077) Tax paid (2 156) (1 643) CASH FLOW FROM OPERATING ACTIVITIES Impact of changes in scope Purchases of tangible and intangible assets (7 131) (15 221) Sale of tangible and intangible assets 72 CASH FLOWS FROM INVESTMENT ACTIVITIES (7 131) (13 532) Repayment of loans (1 940) (882) Net financial interest paid (11 089) (10 532) Other cash flows from financing activities CASH FLOWS FROM FINANCING ACTIVITIES (9 940) Impact of changes in accounting and exchange principles 519 (142) CHANGE IN CASH FLOW (1 872) Opening cash Closing cash Page 17

20 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION OF THE BUSINESS AND MAJOR EVENTS 1.1 References of the Company SGD Group S.A.S (SGD or the Company ) is a Société par Actions Simplifiée [simplified joint stock company] formed under French law and based in France. The Company was founded in early 2007 in order to acquire the Bottling business of the Saint Gobain Group, through a leveraged buyout operation (LBO) completed on March 29, The company publishes consolidated financial statements in accordance with Article L of the French Commercial Code. The Company s consolidated financial statements for the quarter ended June 30, 2016 comprise the Company and its subsidiaries (together referred to as the Group ). The consolidated financial statements at December 31, 2016 cover a 6-month period of Group activity. 1.2 Features of the business The Group operates mainly in Europe (Germany, Spain and France), in China and in India and has 7 subsidiaries. The Group designs, manufactures and markets bottles for the pharmaceutical and perfumery industries, and is the worldwide leader in the manufacturing and marketing of bottles for the health industry, renowned for its innovation capabilities and its wide range of glass types. The Group is setting world standards for manufacturing processes and quality. 1.3 Major events of FY 2015 Building of the new Type I plant in Saint Quentin La Motte The Group decided on November 29, 2013 to build a new plant for the glass manufacturing exclusively dedicated to Pharmacy in Saint Quentin La Motte, near the Mers les Bains plant. The construction work started in April 2014 and will be completed in The transfer of the Pharmacy production was gradually transferred from the Mers les Bains plant to the Saint Quentin La Motte new plant and has been completed in December Separation of Pharmacy and Perfumery business The last step of the reorganization took place in December 2015 after the completion of the transfer of the Pharmacy production from the Mers les Bains plant to the new Pharmacy plant in Saint Quentin La Motte and resulted in the physical and legal split of the Perfumery business of SGD S.A. This legal separation was carried out through a disposal of the Perfumery business by SGD S.A. to SGD Parfumerie France ( Perfumery Activity Transfer ) on December 31, This disposal was coupled with the disposal of the land and buidings constituting the industrial site of Mers les Bains. The total consolidated impact of the Perfumery Activity Transfer booked in profit and loss of discontinued activities was 7.6 million and mainly related to the impact of the employee benefits. Page 18

21 The Perfumery Activity Transfer has been agreed and accepted through the final and definite price of 1,500,000. The following items have also been sold with the business transfer : - receivables related to the business for 17,902, inventories (i) of raw materials and (ii) of finished goods and new trading goods for 45,452, financial assets (mainly constituted of guarantees and deposits) for 2,789, the bank account attached to the Perfumery business for 9,696,000 The total price, that was definitely determined in the framework of the post transfer statutory accounts achieved during the first 2016 quarter, was 77,340, In accordance with the disposal deed, the whole price of the operation has been paid by SGD Parfumerie France to SGD S.A. : (i) (ii) Through an offset with the Perfumery Supported Debts for a total amount of 46,358,993.83; and Through a vendor note that SGD S.A. has granted to SGD Parfumerie France for the balance, corresponding to the difference between α/ the Global Price of the operation and β/ the amount of Perfumery Supported Debts, i.e. an amount of 33,493, The real estate price for million has been included in the Vendor Note. At the end of the reorganization, SGD Group is fully dedicated to the manufacturing and marketing of products for the Pharmacy business. On March 31, 2016, the Vendor Note has been then treated in compliance with the terms of the «Business Transfer Agreement» signed in April 2014, i.e. carry out a series of operations of delegation / offset / disposal of the receivable with the following steps : - Upstream of the vendor note by SGD SA to SGD Group SAS through a reduction of a part of the intercompany loan existing between SGD SA and SGD Group SAS - Upstream of the vendor note by SGD Group SAS to SGD Luxembourg Holdings through a reduction of the share capital of SGD Group SAS for a total amount of 33,493, Business acquisition in India On May 13, 2015, SGD Group S.A.S. acquired 100% of the share capital and voting rights of a Dutch company Netherlands Glass Investments B.V. and receivables related to Shareholder s loans. Netherlands Glass Investments B.V. is a holding company which owns 73.89% of the share capital and voting rights of an Indian company, Cogent Glass Limited. Cogent Glass Limited is an India-based manufacturer of Type I molded and tubular glass vials for the pharmaceutical industry. Cogent s acquisition represents a major opportunity for SGD pharmaceutical division and will consolidate its leadership position in this sector. The acquisition will enable SGD Group to enter into the tubular conversion market and benefit from the fast-growing Indian pharmaceutical market. The acquisition was paid through a vendor loan granted to SGD Group SAS by OCM Luxembourg for an amount of 28,450,000. The business combination has led to the accounting of a goodwill for 14.6 million. Page 19

22 1.4 Major events of quarter ended June 30, 2016 The sole shareholder of SGD Group SAS, Oaktree, has carried out a strategic review of the SGD Group. Following this review, Oaktree has entered on May 9 th 2016 into exclusive discussions with China Jianyin Investment Ltd ( JIC ), a long term investor, to sell SGD Group. On July 25 th 2016, JIC has signed a share purchase agreement with SGD Luxembourg Holdings SCA, the direct parent of SGD Group SAS, and a portfolio company of funds managed by Oaktree Capital Management, L.P., to acquire all of the issued share capital of SGD Group SAS, if the conditions precedent to the proposed acquisition are satisfied. The proposed acquisition is subject to completion and other regulatory approvals. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are presented in euros and all values are rounded to the nearest thousandth unless otherwise stated. The significant accounting policies used for the consolidated financial statements for the financial semester ended June 30, 2016 are the same than the ones described in the Annual consolidated Financial Statements as at December 31, SEGMENT INFORMATION For the purpose of segment reporting, the Group s activities are split into three operating segments in accordance with IFRS 8. In SGD Group organization, the business performance is managed by geographical area and is split into three segments (Europe, Emerging countries, Corporate & Other). The segment reporting presented below consists of operating income from ordinary activities used to calculate EBITDA and capital expenditure. The presented EBITDA does not include non-recurring items grouped under the category of Other operating income and expenses in the consolidated income statement. Inter-segment transactions, eliminated in the consolidated financial statements, are presented in the Elimination column for purposes of segment reporting. The measurement principles used by the Group in preparing this segment reporting are based on IFRS standards as adopted by the EU. Page 20

23 Consolidated information by segment At June 30, 2016 (YTD) 6 months (in thousands of euros) Europe Emerging countries Corporate & Other Elimination Group Revenue (27 480) Other business income (72) 753 Revenue and other income (27 552) Transport related to sales (5 822) (1 153) (650) (7 625) Variable sale expenses (2 634) (386) (18) () (3 038) Materials consumption and sale in inventory (32 321) (4 983) (12 814) (22 662) Production cost (44 996) (11 874) (624) () (57 494) Production amortization (12 077) (4 786) (289) (17 152) Other operating income/expense (6 855) (1 303) (74) (8 232) Gross operating profit (96) Sales, General and Administrative expenses (2 039) (1 994) (9 449) (13 482) Operating income from ordinary activities (1 719) (5 945) (96) Accumulated depreciation (12 077) (4 798) (898) (17 773) EBITDA (5 047) (96) Capital expenditures (12 229) (1 650) (671) (14 550) Page 21

24 At June 30, 2016 (QTD) 3 months (in thousands of euros) Europe Emerging countries Corporate & Other Elimination Group Revenue (13 516) Other business income (24) 120 (34) 62 Revenue and other income (13 550) Transport related to sales (2 799) (586) (337) (3 722) Variable sale expenses (1 277) (141) 7 () (1 411) Materials consumption and sale in inventory (16 899) (2 579) (6 445) (12 381) Production cost (22 206) (5 950) (296) () (28 451) Production amortization (6 020) (3 231) (145) (9 396) Other operating income/expense (3 521) (648) (30) (4 199) Gross operating profit (335) (8) Sales, General and Administrative expenses (1 013) (989) (5 146) (7 148) Operating income from ordinary activities (1 324) (3 315) (8) Accumulated depreciation (6 020) (3 239) (447) (9 706) EBITDA (2 868) (8) Capital expenditures (3 836) (1 028) (327) (5 191) Page 22

25 At June 30, 2015 (YTD) 6 months (in thousands of euros) Europe Asia Corporate & Other Elimination Group Revenue (26 129) Other business income (64) Revenue and other income (26 193) Transport related to sales (5 911) (990) (604) (7 505) Variable sale expenses (2 875) 21 (44) (2 898) Materials consumption and sale in inventory (34 456) (5 790) (12 738) (26 829) Production cost (45 284) (8 992) (649) (54 925) Production amortization (12 755) (2 038) (311) () (15 104) Other operating income/expense (5 597) (868) (86) (6 551) Gross operating profit (1 148) (38) Sales, General and Administrative expenses (1 902) (1 288) (9 015) (12 205) Operating income from ordinary activities (2 436) (5 869) (38) Accumulated depreciation (12 755) (2 047) (815) () (15 617) EBITDA (389) (5 054) (38) Capital expenditures (25 957) (3 859) (871) (30 687) Page 23

26 At June 30, 2015 (QTD) 3 months (in thousands of euros) Europe Asia Corporate & Other Elimination Group Revenue (13 784) Other business income (33) 715 Revenue and other income (13 817) Transport related to sales (3 123) (575) (309) (4 007) Variable sale expenses (1 461) (23) (1 484) Materials consumption and sale in inventory (19 389) (3 163) (6 421) (15 139) Production cost (22 130) (5 688) (303) (1) (28 122) Production amortization (6 444) (1 262) (157) () (7 863) Other operating income/expense (2 722) (545) (38) () (3 305) Gross operating profit (782) Sales, General and Administrative expenses (914) (860) (4 761) (6 535) Operating income from ordinary activities (1 642) (3 204) Accumulated depreciation (6 444) (1 266) (391) () (8 101) EBITDA (376) (2 813) Capital expenditures GOODWILL Business combination On May 13, 2015, SGD Group S.A.S. acquired from OCM Luxembourg EPOF II S.à.r.l. 100% of the share capital and voting rights of the Dutch company Netherlands Glass Investments B.V. Netherlands Glass Investments B.V. is a holding company which owns 73.89% of the share capital and voting rights of the Indian company, Cogent Glass Limited. Cogent Glass Limited is an India-based manufacturer of Type I molded and tubular glass vials for the pharmaceutical industry. The consideration transferred for the acquisition of Netherlands Glass Investments shares is 14,805,996 and the consideration transferred for the acquisition of the loan receivable by Cogent from OCM Luxembourg EPOF II S.à.r.l is 13,644,004, which amounts to a total consideration paid of 28,450,000. The acquisition costs related to this operation amount 0.4 million and have been booked through profit and loss as other operating expenses. The acquisition of Netherlands Glass Investments B.V. has led to the accounting of a goodwill for 14.6 million calculated according to the partial goodwill method as follows : Page 24

27 (In thousands of euros) Consideration transferred Loan receivable (13 644) Net consideration transferred Non controlling interests (book value method) Identifiable assets and liabilities assumed (4 079) Goodwill Accounting of negative fair value through profit and loss (632) Final goodwill Impairment test At December 31, 2015, an impairment test has been performed on Netherlands Glass Investments and Cogent Glass fixed assets. Impairment test conducted has been based on the estimated value in use of Netherlands Glass Investment and Cogent Glass, calculated using discounted cash flows methodology. Impairment test has been based on the business plan elaborated by the company covering a 5-year period from 2016 to 2020, extended to 4 years based on recent forecasts. The terminal value is calculated according to the Gordon-Shapiro method, with a perpetual growth rate of 1.5%. The discount rate used amounts to 13,7% and is the result of an average of comparable discount rates that appeared to be consistent with the Capital Asset Pricing model method. The enterprise value calculated amount to a value of 38 million, which lead the Group to book no impairment on the goodwill as of December 31, INTANGIBLE ASSETS Intangible assets from December 31, 2015 to June 30, 2016 (in thousands of euros) Patents Software Other Total At December 31, 2015 Gross value Accumulated depreciation and impairment losses (50) (23 783) (10 112) (33 945) Net value at December 31, At March 31, 2016 Gross value Accumulated depreciation and impairment losses (50) (24 481) (11 536) (36 067) Net value at March 31, Intangible assets are mainly composed of the capitalized IT & R&D projects, such as SAP project & licences. Page 25

28 PROPERTY PLANT AND EQUIPMENT Property plant and equipment from December 31, 2015 to June 30, 2016 (in thousands of euros) Precious metals Land Buildings Equipment, machinery and other Construction work in progress Total At December 31, 2015 Start of year Change in scope (15) Purchases Sales (397) (1 501) (2 587) (4 485) Translation adjustments () Depreciation (3 167) (30 881) (34 048) Impairment losses (787) (251) Reclassifications and other (1) (53 902) (3 116) Net value At December 31, 2015 Gross value Accumulated depreciation and impairment losses (1 307) (34 595) ( ) ( ) Net value at December 31, At March 31, 2016 Start of year Change in scope Purchases Sales (686) (686) Translation adjustments (7) (221) (1 081) (32) (1 340) Depreciation (1 983) (13 276) (15 259) Impairment losses (144) (144) Reclassifications and other (1) (762) Net value At March 31, 2016 Gross value Accumulated depreciation and impairment losses (1 307) (36 320) ( ) ( ) Net value at March 31, (1) Reclassifications refer to the start up of construction work in progress during the period and the net balance of reclassifications refers to reclassifications between tangible and intangible assets. The main capex refer to the carry over of the new Pharmacy plant built in Saint Quentin La Motte. Page 26

29 INVENTORIES (in thousands of euros) 01-Jan-16 Opening corrections Variations Reclassifications Translation adjustments 30-Jun-16 Raw materials (64) Industrial supplies (36) Work in progress Finished goods (474) (348) Gross value of inventories (474) (448) Raw materials (264) 59 3 (203) Industrial supplies (1 515) (11) 14 (1 512) Work in progress (28) (28) Finished goods (6 036) (5 256) Provisions for depreciation of inventories (7 843) (6 999) NET VALUE OF INVENTORIES (222) (314) Net inventories increased by 6.2 million in the first 2016 semester. This increase mainly results from the seasonality of the activity and from the ramp-up of the new furnaces in the Saint Quentin plant. TRADE AND SIMILAR RECEIVABLES 1 / Net value (in thousands of euros) 30-Jun Dec-15 Trade receivables - Gross value Provision for depreciation (1 237) (1 176) NET VALUE / Change in provision for receivables (in thousands of euros) 30-Jun Dec-15 Start of year (1 175) (1 317) Change in scope (68) Reclassification Provisions for trade receivables (64) 220 Translation adjustments 3 (12) Provisions for impairment of trade receivables (1 237) (1 176) Page 27