Cremer S.A. On September 30 th, 2018

Transcription

1 QUARTERLY INFORMATION Cremer S.A. On September 30 th, 2018 With Report of Independent Auditors

2 Management Comments On October 18th we disclosed in the B3 S.A. - Brasil, Bolsa Balcão ("B3") OPA (Public Offer for Acquisition), whereby CM Hospitalar S.A. purchased 3,615,649 (three million, six hundred and fifteen thousand six hundred and forty-nine) common shares issued by Cremer S.A., representing about 11.27% of its share capital. The transaction was settled on October 23, at which time CM Hospitalar S.A. now holds 32,010,060 (thirty-two million ten thousand and sixty) common shares issued by Cremer S.A., representing about 99.79% of its share capital. As the OPA was accepted by the representatives of more than 2/3 (two thirds) of the outstanding shares (as defined in item of the OPA Document), it reached the required quorum to cancel registration according to Article 16, II of CVM Instruction 365 of March , as amended ("ICVM 361/02", the Company will proceed with the required cancellation measures and documents, as per CVM Instruction 480 of 7th December 2009 as amended ( ICVM 480/09 ). Under the terms and conditions of the OPA Document, the owners of the remaining shares that were the object of the OPA may exercise their supervening right to sell; there is a period of up to 3 months (i.e. to January Supervening Acquisition Period) when CM Hospitalar is required to purchase such shares Given that on the date the OPA was settled fewer than 5% of the common shares were outstanding, according to Article 4, Paragraph 4 of Brazilian Corporate Law (Lei das S.A.), and article 20, III of ICVM 361/02 and item 8.5 of the OPA Document, an Extraordinary Shareholder's Meeting was convened on November 9th tha decided the compulsory purchase of up to all of the common shares still outstanding, following the unified public offer auction to purchase the shares issued by the Company made by CM Hospitalar S.A. due to the sale of control and the cancellation of the company as a traded company ("OPA"); Performance in the Quarter Our margins were significantly impacted this quarter, primarily due to (i) an adverse cost scenario, with the US Dollar exchange and the cost of cotton having a negative impact, and (ii) a worsening competitive situation. Our Net Income was influenced by the sale of a piece of land valued at R$ 15 million, otherwise our growth would have been 5.3% compared to 3Q17 Key Financials (R$ x 1,000) 1Q17 2Q17 3Q17 9M17 1Q18 2Q18 3Q18 9M18 Variation Variation 3Q17 x 3Q18 9M17 x 9M18 Gross Revenue 192, , , , , , , , % 4.5% Net Revenue 162, , , , , , , , % 5.3% Gross Profit 48,791 47,658 54, ,549 48,848 54,215 50, , % 2.2% Gross Margin 30.1% 29.6% 31.9% 30.5% 31.6% 31.6% 26.3% 29.6% -5.6 p.p -0.9 p.p EBITDA 19,184 17,687 24,095 60,966 16,215 18,822 16,418 51, % -15.6% EBITDA Margin 11.8% 11.0% 14.2% 12.4% 10.5% 11.0% 8.5% 9.9% -5.7 p.p -2.5 p.p Net Income 1,069 3,504 5,993 10,566 2,035 2,085 6,304 10, % -1.3% Net Margin 0.7% 2.2% 3.5% 2.1% 1.3% 1.2% 3.3% 2.0% -0.3 p.p -0.1 p.p Source: Company Management Reports (not reviewed by an independent auditor) EBITDA and Generation of Operating Cash are performance measures used by the Company; they are not a measure of financial performance according to Brazilian GAAP and should not be considered alone, as an alternative to net income to measure of operating performance, as an alternative to operating cash flows, or as a measure of liquidity. We consumed R$ 9.3 million in cash this quarter, primarily due to the building of strategic inventories and customer financing.

3 Operating Cash Flow (R$ x 1,000) 1Q17 2Q17 3Q17 9M17 1Q18 2Q18 3Q18 9M18 Variation Variation 3Q17 x 3Q18 9M17 x 9M18 Net Income 1,069 3,504 5,993 10,566 2,035 2,085 6,304 10, % -1.3% Working Capital -10,779 10,541 15,067 14,829-22,644 16,169-14,149-20,624 N/A N/A Depreciation and Amortization 4,753 4,277 3,769 12,799 3,720 4,684 4,695 13, % 2.3% Others -1, , ,436-2,356-2,973-2,893 N/A N/A Operating Cash Flow -6,276 18,608 25,871 38,203-14,453 20,582-6,123 6 N/A % Capex and Intangibles ,257-2,449-3,954-6,301-9,492-3,456-19, % 386.8% Recept of dividends and interest on equity N/A N/A Acquisition and Strategic Partnerships N/A N/A Investing Cash Flow ,257-2,449-3,954-6,301-9,492-3,456-19, % 386.8% Debt 13,451 18,127-1,766 29,812 9,110-63,782 51,561-3,111 N/A N/A Capital Increase/Dividends payment or receipt/interest o ,157 2,974-2,397 4, , % -13.2% Gains on derivatives , ,016 N/A N/A Goodwill on acquisition of equity N/A N/A Share Buyback Program N/A N/A Financing Cash Flow 13,857 18, ,785 6,713-56,789 51,561 1, % -95.5% Increase (Decrease) Cash Position 7,333 35,889 23,812 67,034-14,041-45,699 41,982-17, % % Cash BOP 62,209 69, ,431 62, , ,111 65, , % 101.2% Cash EOP 69, , , , ,111 65, , , % -16.9% Gross Debt EOP 316, , , , , , , , % -9.6% Net Debt EOP -247, , , , , , , , % -5.0% LTM EBITDA 83,673 81,892 82,612 82,612 73,243 74,378 66,701 66, % -19.3% Net / Debt EBITDA % 17.6% Source: Company Management Reports (not reviewed by an independent auditor) EBITDA and Generation of Operating Cash are performance measures used by the Company; they are not a measure of financial performance according to Brazilian GAAP and should not be considered alone, as an alternative to net income to measure of operating performance, as an alternative to operating cash flows, or as a measure of liquidity.

4 BOARD OF DIRECTORS Thayan Nascimento Hartmann Chairman Members: José Eduardo Ribeiro Guinle Leonardo Almeida Byrro BOARD OF EXECUTIVE OFFICES Leonardo Almeida Byrro Daniel Nozaki Gushi André Augusto Spicciati Pacheco Marcelo Jorge Fernandez Rodrigo Gomes Ladeira Chief Executive Officer (CEO) CFO and Investor Relations Officer Marketing and New Business Officer (CMO) Chief Officer of Operations (COO) Chief Human Resources Officer (CHRO) ACCOUNTANT Guilherme Fonseca Goulart CRC 1SP /O-8

5 Quarterly Information Review Report (A free translation of the original report in Portuguese) To the Shareholders and Board of Directors Cremer S.A. Blumenau - SC Introduction We have reviewed the interim financial statements, individual and consolidated, of Cremer S.A. ( Company ) contained within the Quarterly Information for the quarter ended September 30, 2018, which comprise the balance sheet as of September 30, 2018 and the related statements of income, comprehensive income, for the three and nine months period then ended and the changes in shareholders equity and cash flows for the nine months period then ended, including the notes to the financial statements. Management is responsible for the preparation of the interim financial statements in accordance with the technical pronouncement CPC 21(R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of these information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the Quarterly Information. Our responsibility is to express a conclusion on the interim financial statements based on our review. Scope of the review We conducted our review in accordance with Brazilian and international standards for reviewing interim financial information (NBC TR 2410 and ISRE Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). An interim review consists principally of making enquiries and having discussions with persons responsible for financial and accounting matters, and applying analytical and other review procedures. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards and, consequently, does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion.

6 Conclusion about the interim financial statements Based on our review, we are not aware of any fact that leads us to believe that the individual and consolidated interim financial statements included in the quarterly information referred to above have not been prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 issued by the IASB applicable to the Quarterly Information and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission. Other issues Statements of value added The individual and consolidated interim financial statements, in relation to the statements of value added for the nine months period ended in September 30, 2018, prepared under the responsibility of the Company s Management and presented as supplementary information regarding IAS 34, were submitted to review procedures performed jointly with the review of the interim quarterly information of the Company. In order to form our conclusion, we assessed if the statements are reconciled with the interim accounting information and records, as applicable, and if their form and content are in accordance with the criteria defined in CPC 09 - Statements of Value Added. Based on our review, we are not aware of any fact that would lead us to believe that the statements of value added aforementioned have not been fairly stated, in all material aspects, in relation to the interim financial statements, individual and consolidated, taken as a whole. Joinville October 30, 2018 KPMG Auditores Independentes CRC SC /F-8 Original report in Portuguese signed by Marcelo Lima Tonini Accountant CRC PR /O-4 T - SC

7 QUARTERLY INFORMATION - 09/30/ CREMER S.A. BALANCE SHEET - ASSETS (In thousands of Reais) COMPANY Code Description 09/30/ /31/ Total Assets 715, , Currents Assets 354, , Cash and Cash Equivalents 72, , Accounts receivable 134, , Trade accounts receivable 134, , Inventories 120,656 88, Taxes recoverable 24,025 13, Prepaid Expenses 1,847 1, Other currents assets 1,984 3, Others 1,984 3, Advances to suppliers 575 1, Dividends receivable Others 1,409 1, Derivatives receivable Non-current assets 360, , Long-term assets 53,870 60, Accounts receivable Trade accounts receivable Deferred taxes 36,861 38, Deferred taxes 36,861 38, Others non-current assets 16,776 21, Recoverable taxes 8,731 11, Judicial deposits 5,201 5, Others 2,844 3, Investments 176, , Affiliated company 176, , Affiliated company 176, , Property, Plant and Equipments 62,611 62, Property, Plant and Equipments in operation 54,931 57, Property, Plant and Equipments in progress 7,680 5, Intangible assets 67,798 60, Intangible assets 67,798 60,294 See accompanying notes.

8 QUARTERLY INFORMATION - 09/30/ CREMER S.A. BALANCE SHEET - LIABILITIES (In thousands of Reais) COMPANY Code Description 09/30/ /31/ Total Liabilities 715, , Currents Liabilities 354, , Labor and social security charges 20,912 21, Labor obligation 20,912 21, Labor and social security charges 6,534 6, Vacation and 13º salary 13,051 8, Profit sharing 1,327 7, Trade accounts payable 167, , Trade accounts payable - National 167, , Tax obligation 5,715 6, Federal tax obligation 1,297 2, Income tax and social contribution Income tax, taxes and contributions 1,055 2, State tax obligation 4,247 4, Municipal tax obligation 171 (4) Loans and Financing 140, , Loans and Financing 49,885 50, Debentures 90,251 95, Other liabilities 16,255 21, Others 16,255 21, Minimum Dividends Payable 4,777 7, Accounts payable by confirming operations 5,514 8, Others 5,964 6, Provisions 3,497 3, Others provisions 3,497 3, Others 3,497 3, Noncurrent liabilities 171, , Loans and Financing 159, , Loans and Financing 87,872 30, Debentures 71, , Others obrigations Other Others Provisions 12,110 10, Tax, labor and civil provisions 12,110 10, Tax provision 4,421 3, Labor provision 2,325 1, Civil provision 5,364 4, Shareholders' equity 189, , Paid-up capital 116, , Capital reserves - 2, Stock option plan - 2, Earnings reserve 36,481 36, Legal reserve 5,501 5, Retention reserve 30,980 30, Retained earnings 19, Equity valuation adjustments 16,797 26,216 See accompanying notes.

9 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENTS OF INCOME (In thousands of reais) COMPANY Code Description 07/01/2018 to 09/30/ /01/2018 to 09/30/ /01/2017 to 09/30/ /01/2017 to 09/30/ Net Sales 189, , , , Cost of Sales (140,962) (393,774) (132,148) (387,143) 3.03 Gross profit 49, ,658 48, , Operating (expenses) income (33,892) (105,436) (29,949) (90,865) Selling (26,506) (79,441) (24,566) (71,282) General and administrative (9,279) (30,279) (8,160) (27,388) Other operating income Other operating expenses (1,889) (3,507) (1,086) (2,341) Equity in subsidiaries 3,717 6,981 3,356 9, Equity in subsidiaries 3,717 6,981 3,356 9, Income before financial and taxes 15,122 38,222 18,303 42, Financial Income (7,112) (22,833) (10,775) (33,225) Financial Revenue 5,677 22,814 2,232 6, Financial Expenses (12,789) (45,647) (13,007) (39,444) 3.07 Income before taxes/profit sharing 8,010 15,389 7,528 9, Income and social contribution taxes (1,706) (4,965) (1,535) Current income tax (1,786) (3,181) (766) (766) Deferred income tax 80 (1,784) (769) 1, Net income for the year 6,304 10,424 5,993 10, Net income for the year 6,304 10,424 5,993 10,566 See accompanying notes. A free translation from Portuguese into English of financial statements in accordance with accounting practices adopted in Brazil STATEMENTS OF COMPREHENSIVE INCOME OTHER (Company) FOR THE YEAR ENDED ON SEPTEMBER 30, 2018 AND /01/2018 to 09/30/ /01/2018 to 09/30/ /01/2017 to 09/30/ /01/2017 to 09/30/ Net for the Period 6,304 10,424 5,993 10, Comprehensive Income for the Period 6,304 10,424 5,993 10,566 See accompanying notes.

10 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (In thousands of reais) 01/01/2018 to 09/30/2018 COMPANY Code Description Capital Goodwill reserve, Stock option plan and Treasury shares Reitaned earnings reserve Accumulated losses and retained earnings Equity valuation adjustment Shareholder's Equity 5.01 Beginning balance 103,621 2,038 36,481-26, , Adjustes beginning balance 103,621 2,038 36,481-26, , Capital transaction with associates 12,959 (2,038) , Options Granted Recognized - 5, , Capital increase with stock option (cash) 5, , Capital increase with stock option (reservation) 7,937 (7,937) Comprehensive income ,843 (9,419) 10, Net income for the period ,424-10, Others comprehensive income ,419 (9,419) Realization of reserves equity valuation adjustment ,419 (9,419) Ending balance 116,580-36,481 19,843 16, ,701 See accompanying notes. QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (In thousands of reais) 01/01/2017 to 09/30/2017 COMPANY Code Description Capital Goodwill reserve, Stock option plan and Treasury shares Reitaned earnings reserve Accumulated losses and retained earnings Equity valuation adjustment Shareholder's Equity 5.01 Beginning balance 95,227 3,434 25,922-27, , Adjustes beginning balance 95,227 3,434 25,922-27, , Capital transaction with associates 7,475 (2,369) , Options Granted Recognized - 2, , Capital increase with stock option (cash) 2, , Capital increase with stock option (reservation) 4,501 (4,501) Comprehensive income - - 1,314 10,566 (1,314) 10, Net income for the period ,566-10, Others comprehensive income - - 1,314 - (1,314) Realization of reserves equity valuation adjustment - 1,314 - (1,314) Changes in shareholder's equity (757) Capital transaction (757) Ending balance 102,702 1,822 26,479 10,566 26, ,218 See accompanying notes.

11 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT OF CASH FLOWS - INDIRECT METHOD (in thousands of reais) COMPANY Code Description 01/01/2018 to 09/30/ /01/2017 to 09/30/ CASH FLOWS OF OPERATING ACTIVITIES (15,285) 10, Cash generated from operations 16,071 11, Net income for the period 10,424 10, Depreciation and amortization 11,529 11, Cost of sales/disposal of investments, fixed and intangible assets Allowance for doutful accounts 1,119 1, Equity pickup (6,981) (9,374) Reversal/provision for contingencies 231 (1,163) Participation of provision/reversal (5,968) (2,467) Stock option plan expenses 5,899 2, Deffered tax income and social contribution 1,784 (1,642) Derivatives fair valeu (2,016) (Increase) decrease in accounts: (31,356) (262) Trade accounts receivable (14,548) 7, Inventories (31,805) 5, Sundry receivables (7,333) 3, Noncurrent assets 1, Trade accounts payable 19,994 (7,055) Tax liabilities (1,005) (643) Labor liabilities 5,219 4, Current liabilities variation (3,121) (12,977) 6.02 CASH FLOWS FROM INVESTING ACTIVITIES (17,006) 6, Dividends related company 1,839 9, Acquisition of intangible assets (11,178) (164) Acquisition of property, plant and equipment (7,667) (3,547) 6.03 CASH FLOWS FROM FINANCING ACTIVITIES 1,438 32, Increase Capital 5,022 2, Payment of debentures (56,000) (40,000) Debentures emission - 80, Captured loans 114,186 10, Payment of loans (61,703) (30,423) Dividend and interest on equity payment (2,442) Treasury Share - (1) Financial charges and monetary variations 359 9, Gain on derivatives 2, INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (30,853) 49, Cash and cash equivalents at the beginning of the year 102,914 57, Cash and cash equivalents at the end of the year 72, ,315 See accompanying notes.

12 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT VALLUE ADDED (In thousands of reais) COMPANY Code Description 01/01/2018 to 09/30/ /01/2017 to 09/30/ Revenues 626, , Goods and services sold 626, , Other Allowance for doubful accounts (1,119) (1,881) 7.02 Raw material acquired from third parties (396,600) (386,398) Cost of goods and services sold (236,886) (257,394) Materials, energy, services from third parties, etc. (159,714) (129,004) 7.03 Gross value added 229, , Retained (11,529) (11,096) Depreciation and amortization (11,529) (11,096) 7.05 Net value added produced by company 217, , Value added from transfer 29,795 15, Equity pickup 6,981 9, Financial income 22,814 6, Total distributable value added 247, , Value added distribution 247, , Personnel 65,554 58, Direct remuneration 55,497 49, Benefits 6,226 5, F.G.T.S 3,831 3, Taxes, charges and compulsory contributions 109, , Federal 63,676 60, State 45,417 41, Municipal Remuneration of third party capital 61,943 55, Interest 24,737 32, Rent 16,770 16, Others 20,436 6, Remuneration of own capital 10,424 10, Retained earnings 10,424 10,566 See accompanying notes.

13 QUARTERLY INFORMATION - 09/30/ CREMER S.A. BALANCE SHEET - ASSETS (In thousands of Reais) CONSOLIDATED Code Description 09/30/ /31/ Total Assets 693, , Currents Assets 418, , Cash and Cash Equivalents 107, , Accounts receivable 120, , Trade accounts receivable 120, , Inventories 130,941 97, Taxes recoverable 28,992 17, Prepaid Expenses 2,013 1, Other currents assets 28,250 45, Other accounts 28,250 45, Advances to suppliers 873 1, Properties For Sale 25,894 41, Others 1,483 1, Derivatives receivable Non-current assets 275, , Long-term assets 58,576 66, Accounts receivable Trade accounts receivable Deferred taxes 36,723 39, Deferred taxes 36,723 39, Others 21,620 26, Recoverable taxes 12,949 16, Judicial deposits 5,596 6, Others 3,075 3, Property, Plant and Equipments 82,450 83, Property, Plant and Equipments in operation 74,151 77, Property, Plant and Equipments in progress 8,299 6, Intangible assets 134, , Intangible assets 134, ,290 See accompanying notes.

14 QUARTERLY INFORMATION - 09/30/ CREMER S.A. BALANCE SHEET - LIABILITIES (In thousands of Reais) CONSOLIDATED Code Description 09/30/ /31/ Total Liabilities and Shareholders' Equity 693, , Currents Liabilities 322, , Labor and social security charges 24,512 24, Labor obligation 24,512 24, Labor and social security charges 7,561 7, Vacation and 13º salary 15,624 10, Profit sharing 1,327 7, Trade accounts payable 105,597 90, Trade accounts payable - National 105,597 90, Tax obligation 7,071 7, Federal tax obligation 2,533 3, Income tax and social contribution 1, Taxes and contributions 1,444 3, State tax obligation 4,360 4, Municipal tax obligation 178 (4) Loans and Financing 140, , Loans and Financing 49,885 50, Debentures 90,251 95, Other liabilities 41,697 47, Others 41,697 47, Minimum Dividends Payable 4,777 7, Trade accounts payable - Confirming 5,646 8, Received advance of property sales 25,000 25, Others 6,274 6, Provisions 3,940 4, Others provisions 3,940 4, Others 3,940 4, Noncurrent liabilities 181, , Loans and Financing 159, , Loans and Financing 87,872 30, Debentures 71, , Others obrigations 1,462 1, Other 1,462 1, Tax installment 1,445 1, Others Deferred tax 7,163 11, Income tax and social contributions Deferred 7,163 11, Provisions 12,761 10, Tax, labor and civil provisions 12,761 10, Tax provision 4,421 3, Labor provision 2,976 1, Civil provision 5,364 4, Shareholders' equity 189, , Paid-up capital 116, , Capital reserves - 2, Stock option plan - 2, Earnings reserve 36,481 36, Legal reserve 5,501 5, Retention Reserve 30,980 30, Retained earnings 19, Equity valuation adjustments 167,997 26,216 See accompanying notes.

15 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENTS OF INCOME (In thousands of reais) CONSOLIDATED Code Description 07/01/2018 to 09/30/ /01/2018 to 09/30/ /01/2017 to 09/30/ /01/2017 to 09/30/ Net Sales 193, , , , Cost of Sales (142,250) (365,510) (115,480) (342,567) 3.03 Gross profit 50, ,849 54, , Operating (expenses) income (39,007) (115,248) (33,871) (102,835) Selling (26,615) (79,769) (24,700) (71,678) General and administrative (10,358) (32,293) (8,517) (28,682) Other operating income 145 1, , Other operating expenses (2,179) (4,468) (1,238) (3,486) 3.05 Income before financial and taxes 11,779 38,601 20,229 47, Financial Income (7,327) (23,566) (10,955) (33,400) Financial Revenue 6,120 24,130 2,601 7, Financial Expenses (13,447) (47,696) (13,556) (40,540) 3.07 Income before taxes/profit sharing 4,452 15,035 9,274 14, Income and social contribution taxes 1,852 (4,611) (3,281) (3,748) Current income tax (2,929) (6,698) (1,995) (4,180) Deferred income tax 4,781 2,087 (1,286) Net income for the year 6,304 10,424 5,993 10, Net income for the year 6,304 10,424 5,993 10, Attributable to Controlling 6,304 10,424 5,993 10, Earnings per share Net earnings per share - Basic (in reais) Common Net earnings per share - Diluted (in reais) Common See accompanying notes. A free translation from Portuguese into English of financial statements in accordance with accounting practices adopted in Brazil STATEMENTS OF COMPREHENSIVE INCOME OTHER (Consolidated) FOR THE YEAR ENDED ON SEPTEMBER 30, 2018 AND /01/2018 to 09/30/ /01/2018 to 09/30/ /01/2017 to 09/30/ /01/2017 to 09/30/ Net for the Period 6,304 10,424 5,993 10, Comprehensive Income for the Period 6,304 10,424 5,993 10, Attributable to Controlling 6,304 10,424 5,993 10,566 See accompanying notes.

16 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (In thousands of reais) 01/01/2018 to 09/30/2018 CONSOLIDATED Code Description Capital Goodwill reserve, Stock option plan and Treasury shares Reitaned earnings reserve Accumulated losses and retained earnings Equity valuation adjustment Shareholder's Equity Shareholder's Equity Consolidated 5.01 Beginning balance 103,621 2,038 36,481-26, , , Adjustes beginning balance 103,621 2,038 36,481-26, , , Capital transaction with associates 12,959 (2,038) ,921 10, Options Granted Recognized - 5, ,899 5, Capital increase with stock option (cash) 5, ,022 5, Capital increase with stock option (reservation) 7,937 (7,937) Comprehensive income ,843 (9,419) 10,424 10, Net income for the period ,424-10,424 10, Others comprehensive income ,419 (9,419) Realization of reserves equity valuation adjustment ,419 (9,419) Ending balance 116,580-36,481 19,843 16, , ,701 See accompanying notes. QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (In thousands of reais) 01/01/2017 to 09/30/2017 CONSOLIDATED Code Description Capital Goodwill reserve, Stock option plan and Treasury shares Reitaned earnings reserve Accumulated losses and retained earnings Equity valuation adjustment Shareholder's Equity Shareholder's Equity Consolidated 5.01 Beginning balance 95,227 3,434 25,922-27, , , Adjustes beginning balance 95,227 3,434 25,922-27, , , Capital transaction with associates 7,475 (2,369) ,106 5, Options Granted Recognized - 2, ,132 2, Capital increase with stock option (cash) 2, ,974 2, Capital increase with stock option (reservation) 4,501 (4,501) Comprehensive income - - 1,314 10,566 (1,314) 10,566 10, Net income for the period ,566-10,566 10, Others comprehensive income - - 1,314 - (1,314) Realization of reserves equity valuation adjustment - - 1,314 - (1,314) Changes in shareholder's equity (757) Capital transaction (757) Ending balance 102,702 1,822 26,479 10,566 26, , ,218 See accompanying notes.

17 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT OF CASH FLOWS - INDIRECT METHOD (in thousands of reais) CONSOLIDATED Code Description 01/01/2018 to 09/30/ /01/2017 to 09/30/ CASH FLOWS OF OPERATING ACTIVITIES 6 38, Cash generated from operations 20,630 23, Net income for the period 10,424 10, Depreciation and amortization 13,099 12, Cost of sales/disposal of investments, fixed and intangible assets Allowance for doubtful accounts 1,119 1, Reversal/provision 115 (1,139) Stock option plan expenses 5,899 2, Participation of provision/reversal (5,978) (2,501) Deffered tax income and social contribution (2,087) (432) Derivative fair value (2,016) (Increase) decrease in accounts: (20,624) 14, Trade accounts receivable (13,797) 6, Inventories (32,719) 6, Others current assets variation 8,195 3, Noncurrent assets 1, Trade accounts payable 14,734 (18,444) Tax liabilities (963) (1,005) Labor liabilities 5,957 5, Other accounts payable (3,359) 11, CASH FLOWS FROM INVESTING ACTIVITIES (19,249) (3,954) Acquisition of intangible assets (11,192) (165) Acquisition of property, plant and equipment (8,057) (3,789) 6.03 CASH FLOWS FROM FINANCING ACTIVITIES 1,485 32, Capital increase 5,022 2, Debentures emission - 80, Payment of debentures (56,000) (40,000) Captured loans 114,186 10, Payment of loans (61,703) (30,423) Dividend and interest on equity payment (2,442) Treasury Share - (1) Financial charges and monetary variations 406 9, Gain on derivatives 2, INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (17,758) 67, Cash and cash equivalents at the beginning of the year 125,152 62, Cash and cash equivalents at the end of the year 107, ,243 See accompanying notes.

18 QUARTERLY INFORMATION - 09/30/ CREMER S.A. STATEMENT VALLUE ADDED (In thousands of reais) CONSOLIDATED Code Description 01/01/2018 to 09/30/ /01/2017 to 09/30/ Revenues 600, , Goods and services sold 600, , Other 1, Allowance for doubtful accounts (1,119) (1,881) 7.02 Raw material acquired from third parties (356,853) (327,859) Cost of goods and services sold (220,089) (221,841) Materials, energy, services from third parties, etc. (134,532) (106,018) Other (2,232) Gross value added 243, , Retained (13,099) (12,799) Depreciation and amortization (13,099) (12,799) 7.05 Net value added produced by company 230, , Value added from transfer 24,130 7, Financial income 24,130 7, Total distributable value added 254, , Value added distribution 254, , Personnel 76,808 69, Direct remuneration 64,592 58, Benefits 7,578 6, F.G.T.S 4,638 4, Taxes, charges and compulsory contributions 104, , Federal 62,018 63, State 41,507 37, Municipal Remuneration of third party capital 63,190 55, Interest 26,694 33, Rent 15,966 15, Other 20,530 6, Remuneration of own capital 10,424 10, Retained earnings 10,424 10,566 See accompanying notes.

19 CREMER S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED ON SEPTEMBER 30 TH, (Amounts in thousands of reais, except when indicated otherwise) 1. OPERATIONS Cremer S.A. ( Cremer or Company ) is a publicly held company headquartered in Iguaçú Street, 291/363, Blumenau city, Santa Catarina state, Brazil, supplier of healthcare products, such as first-aid, surgery, treatment and hygiene. The group has plants in Blumenau (textiles, adhesives and plastics), São Paulo and Minas Gerais (plastic products) and five distribution centers in different states of Brazil. The Company s shares are traded at B3 under CREM3 ticker since April Corporate restructuring On October 18 th we disclosed in the B3 S.A. - Brasil, Bolsa Balcão ("B3") OPA (Public Offer for Acquisition), whereby CM Hospitalar S.A. purchased 3,615,649 (three million, six hundred and fifteen thousand six hundred and forty-nine) common shares issued by Cremer S.A., representing about 11.27% of its share capital. The transaction was settled on October 23, at which time CM Hospitalar S.A. now holds 32,010,060 (thirty-two million ten thousand and sixty) common shares issued by Cremer S.A., representing about 99.79% of its share capital. As the OPA was accepted by the representatives of more than 2/3 (two thirds) of the outstanding shares (as defined in item of the OPA Document), it reached the required quorum to cancel registration according to Article 16, II of CVM Instruction 365 of March , as amended ("ICVM 361/02", the Company will proceed with the required cancellation measures and documents, as per CVM Instruction 480 of 7 th December 2009 as amended ( ICVM 480/09 ). Under the terms and conditions of the OPA Document, the owners of the remaining shares that were the object of the OPA may exercise their supervening right to sell; there is a period of up to 3 months (i.e. to January Supervening Acquisition Period) when CM Hospitalar is required to purchase such shares Given that on the date the OPA was settled fewer than 5% of the common shares were outstanding, according to Article 4, Paragraph 4 of Brazilian Corporate Law (Lei das S.A.), and article 20, III of ICVM 361/02 and item 8.5 of the OPA Document, an Extraordinary Shareholder's Meeting was convened on November 9 th tha decided the compulsory purchase of up to all of the common shares still outstanding, following the unified public offer auction to purchase the shares issued by the Company made by CM Hospitalar S.A. due to the sale of control and the cancellation of the company as a traded company ("OPA"); 2. BASIS OF PREPARATION a. Declaration of conformity The consolidated financial statements were prepared according with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and also in accordance with accounting practices adopted in Brazil. The individual financial statements of the Company have been prepared in accordance with accounting practices adopted in Brazil (BR GAAP).

20 The financial statements are presented in thousands of reais (R$) and were approved by the Officers on october 30 th, After their issuance, only the shareholders have the power to change the financial statements. All the relevant information, specific to the financial statements, and only them, are being evidenced and correspond to those used by Management in its management. The presentation of the statement of Value Added (DVA), individual and consolidated, is required by Brazilian corporate law and the accounting practices adopted in Brazil applicable to public companies. This demonstration is not required by IFRS. As a result, under IFRS, this statement is presented as supplementary information, without prejudice to the financial statements. b. Basis of measurement The individual and consolidated financial statements have been prepared on the historical cost basis except when the notes indicate otherwise. c. Functional currency and presentation The individual and consolidated financial statements are presented in Brazilian Reais (R$), which is the functional currency of the Company and its subsidiaries. All financial information presented in thousands of Brazilian Reais has been rounded to the nearest value. d. Judgment and use of estimates The preparation of individual and consolidated financial statements in accordance with IFRS and GAAP standards requires management to make judgments, estimates and assumptions that effect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates. Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The accounting policies and areas that require a higher degree of judgment and use of estimates in the preparation of financial statements are: (i) (ii) (iii) (iv) doubtful accounts; provisions for inventory losses; the useful life and residuary value of fixed and intangible assets; Intangible assets recoverable value; (v) (vi) expected realization of deferred tax credits for income tax and social contribution; contingent liabilities that are accrued in accordance with the expectation of success, achieved and measured in conjunction with legal counsel of the Company and its subsidiaries; (vii) fair value measurement of financial instruments;

21 3. MAIN ACCOUNTING PRACTICES Excluding the described below, the accounting policies and calculation methods adopted at the quarterly statement, as well as the main judgements and premises used in the estimates of the account practices application, are the same that the adopted in the financial statement preparation of the year ended on December 31 st, 2017, described in Note 3 of the respective financial statement. The accounting policies changes also should be reflect the financial statement for the year ended on December 31 st, The company initially adopted the CPC 47 / IFRS 15 Revenue from Contracts with Customers and the CPC 48 / IFRS 9 Financial Instruments on January 1 st, 2018, however, with no material effects in the individual and consolidated quarterly statement. New standards and interpretation still non-effective A series of new standards will be effective to the financial statement beginning on January 1 st, The company and its subsidiaries did not adopt these changes in the preparation of this financial statement and will not endow these standards in advance. IFRS 16 Leases The IFRS 16 introduces a single model of accounting of leases in the balance sheet to lessees. A lessee recognizes an asset of right of use that represents its right to use the leased asset and a leased liability that represents its obligation to effect leases payment. Optional exemptions are available to short term leases and lower value items. The lessor s accounting remains similar to the actual standard, that is, the lessors continue to classify the leases in financial or operational. The IFRS 16 replaces the leases standards existing, including the CPC 06 (IAS 17) Leases Operations and the ICPC 03 (IFRIC 4, SIC 15 e SIC 27) Leases Complementary Aspects. The norm is effective to annual periods with beginning on or after January 1 st, The company is realizing an evaluation of the impacts resulted by the application of this norm and intend to release the additional information s before effective adoption. Other changes The following altered norms and interpretations should not have significant impact in the company s financial statement. Annual improvement cycle to IFRS Changes to IFRS 1 and to IAS 28; Changes to CPC 10 (IFRS 2) Payment based on shares related to classification and measurement of certain transactions with payment based on shares; Investment property transfers (Changes to CPC 28 / IAS 40); Changes to CPC 36 Consolidated Financial Statement (IFRS 10) and to CPC 18 Investment in Affiliate related to sales or assets contribution between an investor and its affiliate or its controlled venture; ICPC 21 / IFRIC 22 Foreign currency transaction and advance; IFRIC 23 Uncertainty about Income tax Treatments; The accounting pronouncements committee still did not issued an accounting pronouncement or some change in the pronouncements in force corresponding to all new IFRS. Therefore, the anticipated adoption of these IFRS is not allowed to entities who spread its financial statements according to Brazilian accounting practices.

22 4. CASH AND CASH EQUIVALENTS The Company has cash and current account balances and fixed-rate short-term investments readily redeemable, bearing interest at 95.00% to % of the Interbank Deposit Certificate (CDI) on September 30 st, 2018 (96.00% and % on December 31 st, 2017). Company Consolidated 09/30/ /31/ /30/ /31/2017 Cash and banks 2,848 8,736 2,912 8,895 Short-term investments 69,213 94, , ,257 Total 72, , , ,152 Cash equivalents are held for the purpose of meeting short-term commitments of cash and not for investment or other purposes. The Company considers cash equivalents immediate financial investments convertible into known amounts of cash and which are subject to an insignificant risk of change in value. The Company has the policies for financial investments that determining which institutions and the maximum amount of application can be placed by institution. 5. TRADE ACCOUNTS RECEIVABLE a) Trade accounts receivable Company Consolidated 09/30/ /31/ /30/ /31/2017 Domestic market 115, , , ,752 Foreign market 3,204 2,814 3,204 2,814 Related Parties (Note 10) 27,355 13, Allowance for doubtful accounts (11,146) (10,027) (11,609) (10,489) Total 134, , , ,077 Current 134, , , ,760 Non-current

23 b) Breakdown and aging of trade accounts receivable and distribution are as follows: Company Consolidated 09/30/ /31/ /30/ /31/2017 Falling due 126, , ,491 95,588 Overdue for 30 days 4,822 7,449 4,822 7,656 Overdue from 31 to 60 days 1,628 1,546 1,628 1,550 Overdue from 61 to 90 days 732 1, ,673 Overdue from 91 to 180 days 1,082 2,036 1,082 1,610 Overdue for more than 180 days 11,146 10,027 11,609 10, , , , ,566 Allowance for doubtfull accounts (11,146) (10,027) (11,609) (10,489) Total 134, , , ,077 c) The accounts receivable of Cremer S.A. and its subsidiaries are denominated in the following currencies: Company Consolidated 09/30/ /31/ /30/ /31/2017 Real 142, , , ,752 US Dollar (*) 3,204 2,814 3,204 2,814 Total 145, , , ,566 (*) Dollars translated to Reais by a foreign exchange rate of R$ d) The change in allowance for doubtful accounts is as following: Company Consolidated 09/30/ /31/ /30/ /31/2017 Balance at the beginning of the period 10,027 7,475 10,489 7,937 Credits accrued in the period 2,694 3,462 2,695 3,462 Reversal of provision (1,575) (910) (1,575) (910) Balance at the end of the period 11,146 10,027 11,609 10,489 The expense for the provision for loan losses was recorded in the income statement. When there is no recovery expected from the amount provisioned, the amounts debited from are made against the final low of the title. e) Guarantee On September 30 th, 2018 the company had R$ 43,250 of accounts receivable as loans guarantee (On December 31 st, 2018, the company had R$ 33,500).

24 6. INVENTORIES a) Compositions of inventories Company Consolidated 09/30/ /31/ /30/ /31/2017 Products for resale 49,089 35,235 49,089 35,235 Finished products 29,780 20,842 30,866 21,635 Work in progress 14,309 10,658 17,419 13,930 Raw material 18,721 14,763 23,356 18,765 Packaging material 4,182 3,533 5,427 4,679 Other material 4,742 3,987 4,951 4,145 Provision for loss (167) (991) (167) (991) Total 120,656 88, ,941 97,398 b) The provision for loss with inventories The company recorded a provision for losses on inventories talking into account the lower of the net cost value and the recoverable amount. The expenditure on the allowance for loss of inventories was recorded in cost of goods sold in the income statement for the year. When there is no expectation of recovering the amounts debited from are made against the final write off. Company Consolidated 09/30/ /31/ /30/ /31/2017 Balance at the beginning of the period Additions 1,872 3,072 1,954 3,322 Reversal of provision (2,696) (2,349) (2,778) (2,639) Balance at the end of the period c) Guarantee On September 30 th, 2018, the company had not inventory and other derivate products given on loans guarantee. (On December 31 st, 2017 the company had R$ 1,162 cotton inventory on guarantee).

25 7. TAXES RECOVERABLE Company Consolidated 09/30/ /31/ /30/ /31/2017 ICMS (a) 21,053 18,844 27,929 25,441 Income and social contribution taxes (b) 3,440 3,018 3,686 3,184 IPI 2,800 1,811 4,641 3,847 INSS PIS/COFINS 4,881 1,390 5,103 1,611 Total 32,756 25,172 41,941 34,192 Current 24,025 13,391 28,992 17,490 Non current 8,731 11,781 12,949 16,702 (a) (b) Refers to credits of ICMS generated by purchases of raw materials and transfers between branches and ICMS on acquisition of fixed assets to being used the credit on a 1/48 basis. Refers to income tax on short-term investments and prepayment of current income and social contribution taxes, and income tax on sales to public agencies. 8. PROPERTIES FOR SALE On March 6 th, 2017, Cremer Administradora de Bens Ltda signed a purchase agreement of some land and buildings, which part was booked in property, plant and equipment in the amount of R$ 22,791 and another part was booked in property for investment in the amount of R$ 3,103, totalizing R$ 25,894. The amount was reclassified to Properties for sale account, due to its realization should occur once all terms of contractual clauses have been completed. Cremer Administradora de Bens Ltda received R$ 25,000 up to this moment in advance related to this contract, which are recorded in advance value on selling properties of the current liabilities. On November 2017, Cremer Administradora de Bens Ltda subsidiary agreed with a plan to sell some assets previously recorded as investment properties in the value of R$ 15,597, to available properties for sale. On February 2nd, 2018, the subsidiary Cremer Administradora de Bens Ltda assigned an agreement of sales of these assets, which predict some requirements between the two parts in order for the sales occur. As the contractual issues concluded, the sales of the assets was concluded on August 18th, 2018 with the ownership transfer to the buyer by the amount of R$ 15,000, which was received on the same day..

26 9. INVESTMENTS Cremer Adm. de Bens Ltda 09/30/2018 Embramed Ind. e Com. de Produtos Hosp. Ltda Voting capital % 95.27% 99.99% Investments Total 12/31/2017 Investments Total Information on September 30 th, 2018 Current Assets 61,650 96,273 Non-Current Assets 3,920 20,910 Current Liabilities 26,992 36,021 Non-Current Liabilities 7,549 2,107 Equity Shareholders 31,029 79,055 Result for the year 2,848 4,267 Changes in investments At the beginning of the year 28,550 74, ,338 99,032 Equity 2,714 4,267 6,981 14,246 Dividends received (9,804) Dividends receivable (1,703) - (1,703) (136) End of the year 29,561 79, , ,338 Capital gains on the acquisition of investments allocated to the subsidiaries Embramed and Paraisoplex 67,962 67,986 Total 176, , RELATED PARTIES a) Balances and transactions with related parties Current assets Embramed Ind. e Com. de Prod. Hosp. Ltda Cremer Admin. de Bens Ltda CM Hospitalar SA Health Log 09/30/ /31/ /30/ /31/ /30/ /31/ /30/ /31/ /30/ /31/2017 Trade accounts receivable 14,867 13, , ,355 13,567 Other receivables Dividends Receivable Total Current liabilities Suppliers (79,132) (74,996) (260) (260) (48) - (143) - (79,583) (75,256) 09/30/ /30/ /30/ /30/ /30/ /30/ /30/ /30/ /30/ /30/2017 Result Revenues 41,665 34, , ,157 34,871 Expenses / Cost (131,013) (133,748) (2,340) (2,393) - - (552) - (133,905) (136,141)