Interim Financial Report

Interim Financial Report Kirk Beauty One GmbH as at December 31st, 2017

Content Content Important Notice..............................................................................................3 Disclosure Regarding Forward-Looking Statements ...........................................4 Management’s Discussion and Analysis of Financial Condition and Results of Operations .......................................................................................................5 The Company ...................................................................................................6 Result of Operations.........................................................................................7 Segment Reporting Three Months Ended December 31, 2017 compared to Three Months Ended December 31, 2016

8 11

Liquidity and Capital Resources ...................................................................... 14 Overview Net Working Capital Investments in non-current assets Historical Consolidated Cash Flow Data

14 15 15 16

Interim Consolidated Financial Statements ..................................................... 18 Interim Consolidated Statement of Profit or Loss Interim Consolidated Reconciliation from Profit or Loss to Total Comprehensive Income Interim Consolidated Statement of Financial Position Interim Statement of Changes in Group Equity Interim Consolidated Statement of Cash Flows Notes to the Interim Consolidated Financial Statements

19 20 21 23 24 25

The consolidated statements have been prepared in millions of Euro (€ million). Due to rounding, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures. This Interim Financial Report was produced in-house with firesys

Important Notice | 3

Important Notice This financial report has been prepared exclusively for use by any holder of the Senior Secured Notes due 2022 or the Senior Notes due 2023 (collectively, the “Notes”) or any prospective investor, securities analyst, broker-dealer or any market maker in the Notes in accordance with Section 4.10 of the indentures relating to the Notes. This financial report may not be distributed to the press or to any other persons, may not be redistributed or passed on, directly or indirectly, to any person, or published, in whole or in part, by any medium or for any purpose. You agree to the foregoing by accepting delivery of, or access to, this financial report. The information contained in this financial report has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, reasonableness or correctness of the information or opinions contained herein unless stated otherwise. None of Kirk Beauty One GmbH, its subsidiaries or any of their respective employees, advisers, representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this financial report. The information contained in this financial report is provided as at the date of this financial report and is subject to change without notice. The information in this financial report does not constitute investment, legal, accounting, regulatory, taxation or other advice, and this financial report does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or other needs. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of this financial report. This financial report does not purport to contain all information that may be required by any party to assess Douglas, its business, financial condition, results of operations and prospects for any purpose. This financial report includes information Douglas has prepared on the basis of publicly available information and sources believed to be reliable. The accuracy of such information (including all assumptions) has been relied upon by Douglas, and has not been independently verified by Douglas. Any recipient should conduct its own independent investigation and assessment as to the validity of the information contained in this presentation, and the economic, financial, regulatory, legal, taxation and accounting implications of that information.

Douglas Group Q1 2017/18

Disclosure Regarding Forward-Looking Statements | 4

Disclosure Regarding Forward-Looking Statements This financial report includes forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “aims,” “targets,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this financial report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate, other statements relating to our future business performance and general economic, regulatory and market trends and other circumstances relevant to our business. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this financial report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this financial report, those results or developments may not be indicative of results or developments in subsequent periods. We undertake no obligation, and do not expect, to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions based on new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this financial report. We suggest you to read the section of this financial report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section “Risk Factors” of our Financial Report as at September 30, 2017 for a more detailed discussion of the factors that could affect our future performance and the industry in which we are operating.


Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5

Management’s Discussion and Analysis of Financial Condition and Results of Operations Investors should read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the additional financial information contained elsewhere in this financial report including the financial statements and the related notes thereto. Our historical results are not necessarily indicative of the results to be expected in the future, and our interim results are not necessarily indicative of the results to be anticipated for the full financial year ending September 30, 2018 or any other period. All of the financial data presented in the text and tables below are shown in millions of Euro, except as otherwise stated. Certain financial data (including percentages) in the following tables have been rounded according to established commercial standards. This may lead to individual numbers presented throughout this report not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. In respect of financial data set out in this financial report, a dash (“—”) signifies that the relevant figure is not available or not applicable, while a zero (“0”) signifies that the relevant figure is available but has been rounded to or equals zero. These Interim Consolidated Financial Statements have been prepared following IAS 34 Interim Financial Reporting, and should be read in conjunction with the Company’s last annual consolidated financial statements as at and for the financial year ended September 30, 2017 (last annual financial statements). The results of operations and related cash flows in the following text and tables refer to the first three months of the financial year 2017/18, i.e. from October 1, 2017 to December 31, 2017 compared to the first three months of the financial year 2016/17, i.e. from October 1, 2016 to December 31, 2016.



The Company The Douglas Group (“Douglas”, “Kirk Beauty One GmbH”, the “Company”, the “Group”) is a German limited liability company (Gesellschaft mit beschränkter Haftung) incorporated on April 10, 2015 and has its registered office at Luise-Rainer-Straße 7-11, 40235 Düsseldorf/Germany. Douglas is the leading European specialist retailer of selective beauty and personal care products who generates the vast majority of its sales in the selective beauty distribution channel, i.e. it requires the formal approval by a supplier to distribute a selective product, as opposed to the mass market channel. As of December 31, 2017, Douglas operated stationary stores in 19 European countries and had e-commerce operations in 17 countries. At the beginning of the first quarter of the financial year 2017/18 we have had further changes in management. Tina Müller was appointed as Chief Executive Officer (CEO) to the management board of Kirk Beauty One GmbH effective as of November 1, 2017, taking over from Isabelle Parize, who left the company effective as of September 26. In the course of the first three months of the financial year 2017/2018, Douglas closed the acquisitions of “Limoni and La Gardenia” in Italy and “Perfumerias IF” in Spain. Limoni and La Gardenia each operate a network of perfumery stores in Italy. Due to their integration into the existing network, Douglas gains the leading position on the Italian perfume retail market. Through the integration of the 103 IF perfumeries stores and the online shop into the existing branch network in Spain, still operating under the “Douglas,” “Bodybell” and “Juteco” brands, Douglas is considerably strengthening its position on the Spanish perfume retail market.



Result of Operations The following table summarizes our financial performance for the periods indicated: 10/01/2017 12/31/2017 EUR m

10/01/2016 12/31/2016 EUR m

1,137.7

990.8

-647.2

-550.0

490.5

440.7

81.5 -162.8 -249.4

66.4 -143.9 -206.3

1.

Sales

2.

Cost of raw materials, consumables and supplies and merchandise

3.

Gross profit from retail business

4. 5. 6.

Other operating income Personnel expenses Other operating expenses

7.

EBITDA

159.9

156.9

8.

Effects non-recurring on a regular basis Adjusted EBITDA Amortization/depreciation

23.3 183.2 -28.9

9.0 165.9 -24.7

9.

EBIT

131.0

132.3

10. 11.

Financial income Financial expenses

6.8 -29.6

20.4 -35.2

12.

Financial result

-22.8

-14.8

13.

EBT

108.1

117.5

14.

Income taxes

-33.3

-42.7

15.

Profit (+) or Loss (-)

74.9

74.8



Segment Reporting In conformity with IFRS 8 “Operating Segments”, the reporting segments are categorized on the basis of their organizational and decision-making structure and the content of the internal reporting to the chief operating decision-maker. Unchanged to the financial year ended September 30, 2017, the Douglas Group’s countries are classified as operating segments which are allocated to the reportable segments Germany, France, South-Western Europe and Eastern Europe. With the exception of the adjustment of the expenses and income that the management considers to be “non-recurring effects on a regular basis” the segment results of the operating segments are determined in accordance with the IFRS accounting and valuation methods. Transfers between segments are generally performed at the same prices that would apply if the transaction were executed with third parties (arm’s length transactions). Segment sales recognized pursuant to IAS 18 and IFRIC 13 represent sales with external third parties. Intersegment sales present sales between individual segments. The allocation of segment sales is based on the registered office of the selling unit. The segment performance indicator is adjusted EBITDA. Adjusted EBITDA is the Douglas Group’s key performance indicator that is used to assess the performance of the segments and manage resource allocation. Adjusted EBITDA is also decisive for calculating the underlying covenants of loan financing. To calculate this key performance indicator, EBITDA is adjusted for items that the Kirk Beauty One management considers to be “non-recurring effects on a regular basis”.



Sales The following table shows the external sales of our segments, which exclude sales between segments, for the periods indicated: 10/01/2017 - 10/01/2016 12/31/2017 12/31/2016 Sales Segments

EUR m 1,137.7

EUR m 990.8

403.1 25.2 428.3

426.8 12.3 439.1

294.8 0.0 294.8

283.1 0.0 283.1

333.3 0.0 333.3

186.5 0.0 186.5

106.5 0.0 106.5

94.4 0.0 94.4

Germany

Sales (net) Intersegment sales Sales France

Sales (net) Intersegment sales Sales South-Western Europe

Sales (net) Intersegment sales Sales Eastern Europe

Sales (net) Intersegment sales Sales

EBITDA and Adjusted EBITDA We evaluate each of our business segments using a measure that reflects all the segment’s income and expenses. We believe the most appropriate measure in this regard is Adjusted EBITDA as it is helpful for investors as a measurement of the segment’s ability to generate cash and to service financing obligations. EBITDA and Adjusted EBITDA are non-IFRS measures. To obtain Adjusted EBITDA, we adjust our EBITDA for either non-recurring items on a regular basis or impacts limited to a certain period of time. Non-recurring items on a regular basis include, but are not limited to PPA effects, consulting fees, restructuring costs, extraordinary financing costs such as fees and other extraordinary costs. The definition of items included in „non-recurring items on a regular basis“ is unchanged compared to the Kirk Beauty One IFRS consolidated financial statements as per September 30, 2017. Because not all companies that publish financial information calculate EBITDA and Adjusted EBITDA on a consistent basis, our presentation of these measures may not be comparable to measures under the same or similar names used by other companies. Accordingly, undue reliance should not be placed on these measures.



The following table shows our EBITDA and Adjusted EBITDA separated by segments for the periods indicated: 10/01/2017 12/31/2017

10/01/2016 12/31/2016

EUR m % EUR m EUR m

159.9 14.1 23.3 183.2

156.9 15.8 9.0 165.9

%

16.1

16.7

EUR m % EUR m

35.8 8.9 6.9

47.6 11.1 5.8

Adjusted EBITDA Adjusted EBITDA margin France EBITDA EBITDA margin Effects non-recurring on a regular basis Adjusted EBITDA Adjusted EBITDA margin South-Western Europe EBITDA EBITDA margin Effects non-recurring on a regular basis

EUR m %

42.7 10.6

53.4 12.5

EUR m % EUR m EUR m %

62.5 21.2 2.0 64.5 21.9

60.8 21.5 1.8 62.6 22.1

EUR m % EUR m

37.5 11.3 13.9

29.4 15.7 0.6

Adjusted EBITDA Adjusted EBITDA margin Eastern Europe EBITDA EBITDA margin Effects non-recurring on a regular basis Adjusted EBITDA Adjusted EBITDA margin

EUR m %

51.5 15.4

30.0 16.1

EUR m % EUR m EUR m %

24.3 22.8 0.5 24.8 23.3

19.6 20.8 0.7 20.3 21.5

EBITDA EBITDA margin Effects non-recurring on a regular basis Adjusted EBITDA Adjusted EBITDA margin Segments Germany EBITDA EBITDA margin Effects non-recurring on a regular basis



Three Months Ended December 31, 2017 compared to Three Months Ended December 31, 2016 Sales (net) (i.e. sales generated from third parties) Total sales (net) increased versus previous year by 14.8 percent, mainly resulting from our recent acquisitions which were not included in the prior-year period as well as from a successful Christmas business. Nearly all segments, except Germany, showed increases in sales during the three months ended December 31, 2017 compared to the first quarter of the financial year 2016/17, driven by successful marketing campaigns, CRM and Black Friday business. Adjusted for currency effects and for the sales relating to our recent acquisitions, our sales came in on prioryear level. Our total online sales increased by 11.7 percent compared to the prior-year period. Sales (net) in our four reporting segments – Germany, France, South-Western Europe and Eastern Europe – developed as follows: Sales (net) in Germany decreased by 5.6 percent versus the prior-year period. This decrease is mainly attributable to three missing sales days compared to the first quarter of the financial year 2016/17 as well as from lower inner-city traffic, which affect our store business. Sales (net) increased in France strongly by 4.1 percent, with good sales growth in stores and also online. This strong increase reflects the attractive promotional activities and CRM offers during the Christmas season. Especially due to our acquisitions, sales in South-Western Europe grew strongly by 78.7 percent. With the closing of the acquisitions of Limoni and La Gardenia in Italy and the acquisition of 103 stores from Perfumerias IF in Spain in November, Italy and Spain will be the leeding countries in this region going forward. Sales (net) increased in Eastern Europe by 12.8 percent all countries contributed to this positive sales development. The sales increase was driven by a strong store performance in each country as well as a substantial growth of our online shop in Poland.

Cost of raw materials, consumables and supplies and merchandise The cost of raw materials, consumables and supplies and merchandise for the first three months of the financial year 2017/18 are slightly impacted by PPA effects of the Bodybell acquisition. The sales of the revaluated inventories in the normal course of business led to a slightly decline in gross profit in the current financial year. Adjusted for PPA effects and certain extraordinary adjustments, the costs of raw materials, consumables and supplies and merchandise for the three months ended December 31, 2017 amounted to €642.3 million (56.5 percent of total sales) compared to €550.0 million (55.5 percent of total sales) for the three months ended December 31, 2016. This increase is mainly due to our acquisitions, which were not included in the first quarter of the financial year 2016/2017. Our adjusted gross margin, adjusted for PPA effects and stock write-offs in connection with integration of our acquisitions, decreased by 1.0 percentage points as a percentage of total sales, which is attributable to higher investments in promotional activities.

Other operating income Other operating income increased from 6.7 percent to 7.2 percent as a percentage of sales. The main increase was attributable to our acquisitions, which were only included in the first quarter of the financial year 2017/18 as well as from higher marketing income in our German segment. Adjusted for extraordinary effects resulting from our acquisitions, other operating income as a percentage of total sales accounted for 7.2 percent as compared to 6.5 percent in the first quarter of the financial year 2016/17. Douglas Group Q1 2017/18


Personnel expenses The increase of €18.9 million in personnel expenses was mainly attributable to our acquisitions. Adjusted for extraordinary effects in connection with the headquarter move from Hagen to Düsseldorf, with the integration of our acquisitions and further adjustments, the personnel expenses as a percentage of total sales accounted for 14.2 percent as compared to 14.3 percent during the three months ended December 31, 2016.

Other operating expenses As a percentage of total sales, other operating expenses increased to 21.9 percent compared to 20.8 percent during the three months ended December 31, 2016. The majority of this increase is due to our acquisitions. Adjusted for extraordinary effects mainly in connection with the integration of our acquisitions as well as from credit card fees and bad debt, other operating expenses as a percentage of total sales accounted for 20.4 percent as compared to 20.0 percent in the first quarter of the financial year 2016/2017.

EBITDA and Adjusted EBITDA The EBITDA’s increase of 1.9 percent was mainly driven by our acquisitions. Adjusted EBITDA increased by 10.4 percent to €183.2 million during the three months ended December 31, 2017 from €165.9 million during the three months ended December 31, 2016. As a percentage of sales (net), adjusted EBITDA has been slightly below prior-year level in line with lower adjusted EBITDA level of the acquired business. Total adjustments for non-recurring items on a regular basis as well as credit card fees increased by €14.3 million to €23.3 million during the first quarter of financial year 2017/18 compared to €9.0 million during the first quarter of financial year 2016/17. This increase essentially results from increased consulting fees and other costs both referring to the acquisitions. EBITDA and Adjusted EBITDA in our four reporting segments – Germany, France, South-Western Europe and Eastern Europe – developed as follows: Adjusted EBITDA in Germany decreased by €10.7 million to €42.7 million during the three months ended December 31, 2017 from €53.4 million during the three months ended December 31, 2016. Adjustments relating to the reporting segment Germany totaled €6.9 million during the three months ended December 31, 2017, primarily resulting from consulting fees and from credit card fees. The decrease in EBITDA mainly resulted from lower gross profit caused by intensified price and promotional activities to maintain our market leading position in Germany. Adjusted EBITDA margin decreased by 2.2 percentage points from 12.2 percent to 10.0 percent. Adjusted EBITDA in France increased by €1.9 million to €64.5 million during the three months ended December 31, 2017 from €62.6 million during the three months ended December 31, 2016. This improvement was primarily driven by the strong sales performance and stable cost level. The adjustments of €2.0 million during the three months ended December 31, 2017 mainly consisted of credit card fees in the amount of €1.9 million. Compared to prior-year period adjusted EBITDA in South-Western Europe increased during the three months ended December 31, 2017 by €21.5 million from €30.0 million to €51.5 million. The adjustments of €13.9 million during the three months ended December 31, 2017 are mainly attributable to integration costs of our acquisitions, credit card fees and PPA effects. In the first quarter of the financial year 2017/18 adjusted EBITDA in Eastern Europe increased, compared to the prior-year period, by €4.5 million from €20.3 million to €24.8 million. The adjustments of €0.5 million during the three months ended December 31, 2017 resulted from credit card fees. Douglas Group Q1 2017/18


EBIT In the first three months of the financial year 2017/18, EBIT decreased by €1.3 million to €131.0 million from €132.3 million during the three months ended December 31, 2016. This decrease resulted mainly from higher amortization and depreciation expenses in connection with our acquisitions.

Financial result The financial result declined by €8.0 million to -€22.8 million during the three months ended December 31, 2017 from -€14.8 million during the three months ended December 31, 2016. The difference was mainly a result of positive valuation effects from derivative financial instruments of €18.1 million in the three months ended December 31, 2016, partly offset by a reduction of interest expense for our Term Loan B Facility amounting to €6.8 million. The decrease in interest expense for our Term Loan B Facility results from the reduction of the interest rate floor from 1.0 percent to 0.0 percent in February 2017 and from a repricing in August 2017, reducing the interest rate from 3.75 percent to 3.50 percent per annum. In November 2017, the Company raised an additional tranche of €300 million under the Term Loan B Facility for the funding of the Limoni and La Gardenia acquisitions, with an initial margin of 3.25 percent per annum.

Income taxes Income tax expenses amounted to €33.3 million during the three months ended December 31, 2017 compared to €42.7 million during the three months ended December 31, 2016, driven by the decrease of pre-tax income.

Profit and Adjusted Profit As a result of the foregoing, our profit for the three months ended December 31, 2017 amounted to €74.9 million, compared to €74.8 million during the three months ended December 31, 2016. Adjusted profit during the three months ended December 31, 2017 amounted to €87.3 million compared to €66.0 million in the prior-year period. The adjustments in respect of EBITDA, already being disclosed above in the section “EBITDA and Adjusted EBITDA” and totaling €23.3 million in the first three months ended December 31 2017 are partly compensated by credit card fees totaling €4.1 million, valuation effects of derivative financial instruments amounting to €0.3 million and income tax effects of €5.9 million.



Liquidity and Capital Resources Overview The main sources of liquidity on an ongoing basis are the operating cash flows and a liquidity reserve from our €200.0 million senior secured multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”). Our ability to generate cash depends on our operating performance which in turn depends to some extent on general economic, financial, competitive, legislative, regulatory and other factors, many of which are beyond our control. We believe that, based on our current level of operations as reflected in our results of operations for the three months ended December 31, 2017, our cash flows from operating activities, cash on hand and the availability of borrowings under our Revolving Credit Facility will be sufficient to fund our operations, capital expenditures and debt service for at least the next twelve months. As of 1 December 31, 2017, there were no outstanding borrowings under the Revolving Credit Facility. The ability of the subsidiaries to pay dividends and make other payments to us may be restricted by, among other things, legal prohibitions on such payments or otherwise distributing funds to us, including for the purpose of servicing debt. We anticipate that we will continue to be leveraged in the foreseeable future. Our current level of debt may have negative consequences. In addition, any additional indebtedness that we do incur could reduce the amount of our cash flow available to make payments on our then existing indebtedness and increase our leverage.

1

Available amount for borrowings is reduced by €12.4 million of outstanding letters of credit.



Net Working Capital We define our net working capital as the sum of the line items (i) inventories, (ii) trade accounts receivable, (iii) trade accounts payable, as well as (iv) other receivables and liabilities related to supplier receivables for rebates/bonuses and marketing subsidies and outstanding voucher liabilities. Our net working capital shows seasonal patterns with investments in inventory generally reaching a peak in October and November while our trade payables typically peak in December. The development of our net working capital is a key factor for our operating cash flow. The following table summarizes our net working capital as at the dates indicated:

Inventories Trade accounts receivable Trade accounts payable Others Net Working Capital

12/31/2017 EUR m

12/31/2016 EUR m

843.0 75.2 -795.7 9.1

566.1 64.5 -526.7 -5.6

131.6

98.3

Net Working capital increased by €33.3 million to €131.6 million as of December 31, 2017. The increase of the Net Working Capital is mainly a result of higher inventory levels due to our recent acquisitions. Adjusted for these acquisitions’ effects Net Working Capital decreased resulting from ongoing tight management of trade accounts receivables and payables. Furthermore, timing effects at the cut-off date have influenced our Net Working Capital.

Investments in non-current assets The investments made during the three months ended December 31, 2016 and 2017 mainly related to the expansion of our store network via acquisitions, new store openings and investments in the refurbishment, maintenance, design and re-design of existing stores. The main source of funding for these investments has been and is expected to continue to be the positive cash flow from operating activities and additional acquisition financing under the Senior Facilities Agreement. In the three months ended December 31, 2017, our investment in non-current assets amounted to €265.9 million, significantly above prior-year payments of €17.9 million. Thereof €251.9 million payments arose from acquisitions of other business units especially from “Limoni and La Gardenia” in Italy and “Perfumerias IF” in Spain. The investments during the first quarter of the current financial year consisted of €12.9 million additions in tangible and intangible assets (CAPEX) as well as the realization of provisions for outstanding invoices on fixed assets of €1.1 million.



Consolidated Cash Flow Data

1. 2. 3. 4. 5. 6.

+/+/+/+/-

10/01/2017 12/31/2017 EUR m

10/01/2016 12/31/2016 EUR m

EBITDA Increase/decrease in provisions

159.9 -12.0

156.9 -17.9

0.7 0.0 128.6

-1.3 -0.3 104.2

65.1 -8.7

59.4 -1.3

333.5

299.7

7.

+/-/+

Other non-cash expense/income Loss/profit on the disposal of non-current assets Changes in net working capital Changes in other assets/liabilities not classifiable to investing or financing activities Paid/reimbursed taxes

8.

=

Net cash flow from operating activities

9.

+

Proceeds from the disposal of non-current assets

0.0

0.7

10. 11.

-

-14.0

-16.9

-251.9 0.0

-1.0 0.0

12.

-

Investments in non-current assets Payments for the acquisition of consolidated companies and other business units Payments for investments in associated companies

13.

=

Net cash flow from investing activities

-265.8

-17.2

Free Cash Flow (total from 8. and 13.)

67.7

282.5

14. 15. 16. 17. 18. 19. 20.

+ + -

Payments for the repayment of financial liabilities Proceeds from borrowings Payments for the granting of borrowings Interest paid Interest received Payments for the acquisition of non-controlling interests

-1.2 301.0 0.0 -15.7 0.0 5.0

-1.1 0.5 0.0 -18.4 0.0 0.0

21.

=

Net cash flow from financing activities

288.3

-19.0

356.0

263.5

24.

+/+

Net change in cash and cash equivalents (total of 8., 13. and 21.) Net change in cash and cash equivalents due to currency translation Cash and cash equivalents at the beginning of period

0.2 178.4

-0.1 143.9

25.

=

Cash and cash equivalents at end of period

534.5

407.3

22. 23.



Three months ended December 31, 2017 compared to three months ended December 31, 2016 Cash Flow from operating activities Cash provided by operating activities increased by €33.8 million, or 11.3 percent, to €333.5 million during the three months ended December 31, 2017 from €299.7 million during the three months ended December 31, 2016. This increase was mainly due to a higher decrease in net working capital adjusted for acquisitions’ effects of €24.4 million in the three months ended December 31, 2017 compared to the three months ended December 31, 2016.

Cash Flow from investing activities Cash used for investing activities (cash outflows) increased by €248.6 million to €265.8 million during the three months ended December 31, 2017 from €17.2 million during the three months ended December 31, 2016. This increase was mainly related to acquisitions of Limoni and La Gardenia as well as Perfumerias IF in the three months ended December 31, 2017.

Cash Flow from financing activities During the three months ended December 31, 2017, cash received from financing activities (cash inflows) amounted to €288.3 million compared to €-19.0 million during the three months ended December 31, 2016. The increase of €307.3 million primarily relates to the additional tranche of €300.0 million under the Term Loan B Facility for the funding of the Limoni and La Gardenia acquisitions.

Liquidity as at December 31, 2017 As at December 31, 2017 the cash balance amounted to € 534.5 million. Our net debt position includes the nominal values of the Term Loan B Facility and the Notes on December 31, 2017. 12/31/2017 EUR m Term Loan B Senior Notes Senior Secured Notes Accrued interests Other financial indebtedness

-1,670.0 -335.0 -300.0 -22.5 -0.3

Total Debt

-2,327.7

Cash and cash equivalents Net Debt


534.5 -1,793.3

Interim Consolidated Financial Statements | 18

Interim Consolidated Financial Statements of Kirk Beauty One GmbH for the period from October 1, 2017 through December 31, 2017 and for the period from October 1, 2016 through December 31, 2016.



Interim Consolidated Statement of Profit or Loss of Kirk Beauty One GmbH for the period from October 1, 2017 through December 31, 2017 and for the period from October 1, 2016 through December 31, 2016. 10/01/201712/31/2017 EUR m

10/01/201612/31/2016 EUR m

1.

Sales

1,137.7

990.8

2.

Cost of raw materials, consumables and supplies and merchandise

-647.2

-550.0

490.5

440.7

81.5 -162.8 -249.4

66.4 -143.9 -206.3

3.

Gross profit from retail business

4. 5. 6.

Other operating income Personnel expenses Other operating expenses

7.

EBITDA

159.9

156.9

8.

Amortization/depreciation

-28.9

-24.7

9.

EBIT

131.0

132.3

10. 11. 12.

Financial income Financial expenses Financial result

6.8 -29.6 -22.8

20.4 -35.2 -14.8

13.

Earnings (loss) before tax (EBT)

108.1

117.5

14.

Income taxes

-33.3

-42.7

15.

Profit (+) or Loss (-)

74.9

74.8



Interim Consolidated Reconciliation from Profit or Loss to Total Comprehensive Income of Kirk Beauty One GmbH for the period from October 1, 2017 through December 31, 2017 and for the period from October 1, 2016 through December 31, 2016. 10/01/201712/31/2017 EUR m Profit (+) or Loss (-) Components that are or may be reclassified subsequently to the income statement

10/01/201612/31/2016 EUR m

74.9

74.8

Foreign currency translation differences arising from translating the financial statements of a foreign operation Components that will not be reclassified to profit or loss

1.8

-1.4

Actuarial gains/losses from pension provisions Other comprehensive income

0.0 1.8

0.0 -1.4

76.7 76.7 0.0

73.4 73.4 0.0

Total comprehensive income Total comprehensive income attributable to group shareholders Total comprehensive income attributable to non-controlling interests



Interim Consolidated Statement of Financial Position of Kirk Beauty One GmbH as of December 31, 2017 and 2016 and as of September 30, 2017. Assets 12/31/2017 EUR m

12/31/2016 EUR m

09/30/2017 EUR m

2,515.2

2,554.3

2,365.1

282.3

259.2

262.9

A.

Non-current assets

I.

Intangible assets

II.

Property, plant and equipment

III.

Tax receivables

0.0

0.0

0.0

IV.

Financial assets

12.5

5.0

12.1

V.

Shares in associated companies

0.0

0.1

0.0

VI.

Deferred tax assets

59.4

59.8

46.9

2,869.4

2,878.5

2,687.1

843.0

566.1

592.8 41.1

B.

Current assets

I.

Inventories

II.

Trade accounts receivable

75.2

64.5

III.

Tax receivables

39.0

40.9

16.5

IV.

Financial assets

677.8

536.0

567.3

V.

Other assets

VI.

Cash and cash equivalents

Total


24.7

19.2

25.2

534.5

407.3

178.4

2,194.2

1,633.9

1,421.2

5,063.6

4,512.3

4,108.3


Equity and Liabilities 12/31/2017 EUR m

12/31/2016 EUR m

09/30/2017 EUR m

A. I. II. III.

Equity Capital stock Additional paid-in capital Reserves

0.0 1,125.1 46.2

0.0 1,125.1 130.1

0.0 1,125.1 -30.4

IV.

Non-controlling interests

0.0

0.0

0.0

1,171.4

1,255.2

1,094.7

35.5 33.8 2,304.4

44.5 29.6 2,001.9

35.6 26.7 1,999.1

0.5 209.8

0.6 219.3

0.6 212.7

2,584.1

2,296.0

2,274.7

B. I. II. III.

Non-current liabilities Pension provisions Other non-current provisions Financial liabilities

IV. V.

Other liabilities Deferred tax liabilities

C. I. II.

Current liabilities Current provisions Trade accounts payable

103.1 795.7

71.7 526.7

102.5 388.4

III. IV. V.

Tax liabilities Financial liabilities Other liabilities

134.4 25.7 249.2

127.4 25.2 210.2

48.4 12.7 186.9

1,308.1

961.1

739.0

5,063.6

4,512.3

4,108.3

Total



Interim Statement of Changes in Group Equity of Kirk Beauty One GmbH for the period from October 1, 2017 through December 31, 2017 and for the period from October 1, 2016 through December 31, 2016. Reserves

10/01/2017 Currency translation

Capital stock EUR m

Additional paid-in capital EUR m

0.0

1,125.1

Effects from valuation of IAS 19 Profit (+) or Loss (-)

Reserves for Other pension reserves provisions EUR m EUR m -30.5

Differences from currency translation EUR m

1.5

-1.4 1.8

0.0

0.0

74.9

Noncontrolling interests EUR m 0.0

Total EUR m 1,094.7 1.8

0.0

0.0 74.9

0.0

76.7

Total comprehensive income

0.0

0.0

74.9

Loss transfer by Kirk Beauty Two GmbH

0.0

0.0

0.0

Transactions with shareholders

0.0

0.0

0.0

0.0

0.0

0.0

0.0

12/31/2017

0.0

1,125.1

44.4

1.5

0.4

0.0

1,171.4

0.0

1.8

0.0

Reserves Capital stock EUR m 10/01/2016 Currency translation Effects from valuation of IAS 19 Profit (+) or Loss (-) Total comprehensive income

0.0

Additional paid-in capital EUR m 1,125.1

63.0

Differences from currency translation EUR m

-4.9

-1.4 -1.4

0.0

0.0

74.8 0.0

0.0

Loss transfer by Kirk Beauty Two GmbH

74.8

0.0

-1.4

0.0

Transactions with shareholders

0.0

Other changes

0.0

12/31/2016

0.0


Other reserves EUR m

Reserves for pension provisions EUR m

0.0

0.0

0.0

0.0

0.0 1,125.1

137.8

-4.9

-2.8

Noncontrolling interests EUR m 0.0

Total EUR m 1,181.8 -1.4

0.0

0.0 74.8

0.0

73.4

0.0

0.0

0.0

0.0

0.0

0.0

0.0

1,255.2


Interim Consolidated Statement of Cash Flows of Kirk Beauty One GmbH for the period from October 1, 2017 through December 31, 2017 and for the period from October 1, 2016 through December 31, 2016. 10/01/201712/31/2017 EUR m

10/01/201612/31/2016 EUR m

1. 2.

+

Profit (+) or Loss (-) Income taxes

74.9 33.3

74.8 42.7

3. 4.

+ +

Financial result Amortization/depreciation

22.8 28.9

14.8 24.7

5.

=

EBITDA

159.9

156.9

6. 7. 8. 9.

+/+/+/+/-

Increase/decrease in provisions Other non-cash expense/income Loss/profit on the disposal of non-current assets Changes in net working capital

-12.0 0.7 0.0 128.6

-17.9 -1.3 -0.3 104.2

10. 11.

Changes in other assets/liabilities not classifiable to investing or +/- financing activities -/+ Paid/reimbursed taxes

65.1 -8.7

59.4 -1.3

12.

=

Net cash flow from operating activities

333.5

299.7

13. 14. 15.

+ -

0.0 -14.0

0.7 -16.9

16.

-

Proceeds from the disposal of non-current assets Investments in non-current assets Payments for the acquisition of consolidated companies and other business units Payments for investments in associated companies

-251.9 0.0

-1.0 0.0

17.

=

Net cash flow from investing activities

-265.8

-17.2

67.7

282.5

-1.2 301.0 0.0 -15.7 0.0

-1.1 0.5 0.0 -18.4 0.0

5.0

0.0

18. 19. 20. 21. 22. 23. 24.

Free cash flow (total of 12. and 17.) + +

Payments for the repayment of financial liabilities Proceeds from borrowings Payments for the granting of borrowings Interest paid Interest received

+

Proceeds from sale of interests to non-controlling shareholders

25.

-

Payments for the acquisition of derivative financial instruments

-0.8

0.0

26.

=

Net cash flow from financing activities

288.3

-19.0

Net change in cash and cash equivalents (total of 12., 17. and 26.)

27.

356.0

263.5

29.

Net change in cash and cash equivalents due to currency +/- translation + Cash and cash equivalents at the beginning of period

0.2 178.4

-0.1 143.9

30.

=

534.5

407.3

28.

Cash and cash equivalents at end of period



Notes to the Interim Consolidated Financial Statements of Kirk Beauty One GmbH for the period from October 1, 2017 through December 31, 2017 and for the period from October 1, 2016 through December 31, 2016.

Segment reporting Reportable segments Germany 10/01/201710/01/201612/31/2017 12/31/2016

France 10/01/201710/01/201612/31/2017 12/31/2016

South-Western Europe 10/01/201710/01/201612/31/2017 12/31/2016

Sales (net) Intersegment sales Sales EBITDA EBITDA margin Non-recurring effects/adjustments Adjusted EBITDA Adjusted EBITDA margin

EUR m EUR m EUR m EUR m %

403.1 25.2 428.3 35.8 8.9

426.8 12.3 439.1 47.6 11.1

294.8 0.0 294.8 62.5 21.2

283.1 0.0 283.1 60.8 21.5

333.3 0.0 333.3 37.5 11.3

186.5 0.0 186.5 29.4 15.7

EUR m EUR m %

6.9 42.7 10.6

5.8 53.4 12.5

2.0 64.5 21.9

1.8 62.6 22.1

13.9 51.5 15.4

0.6 30.0 16.1

Inventories Capital expenditure

EUR m EUR m

261.9 4.9

226.3 7.1

131.7 2.4

139.2 3.1

360.6 2.8

123.0 1.8

Eastern Europe 10/01/201710/01/201612/31/2017 12/31/2016 Sales (net)

EUR m

106.5

94.4

Intersegment sales Sales EBITDA EBITDA margin Non-recurring effects/adjustments Adjusted EBITDA Adjusted EBITDA margin Inventories Capital expenditure

EUR m EUR m EUR m %

0.0 106.5 24.3 22.8

0.0 94.4 19.6 20.8

EUR m EUR m % EUR m EUR m

0.5 24.8 23.3 93.2 2.8

0.7 20.3 21.5 81.0 2.8

Consolidation 10/01/201710/01/201612/31/2017 12/31/2016 -25.2 -25.2 -0.3

-12.3 -12.3 -0.5

-0.3

-0.5

-4.3

-3.4

Kirk Beauty One GmbH 10/01/201710/01/201612/31/2017 12/31/2016

Non-current assets 12/31/2017 EUR m

12/31/2016 EUR m

Germany Other countries

1,420.8 1,389.2

1,637.8 1,180.9

Total

2,810.0

2,818.6


1,137.7

990.8

0.0 1,137.7 159.9 14.1

0.0 990.8 156.9 15.8

23.3 183.2 16.1 843.0 13.0

9.0 165.9 16.7 566.1 14.8


Reconciliation from EBITDA to Adjusted Profit (+) or Loss (-) 10/01/201712/31/2017 EUR m

10/01/201612/31/2016 EUR m

159.9

156.9

2.2 1.5 10.1 4.1 5.4

0.0 2.1 3.9 3.4 -0.4

23.3

9.0

Adjusted EBITDA

183.2

165.9

Amortization/depreciation Impairment (non-current and current assets)

-28.9 -0.6

-24.7 -0.3

Adjusted EBIT

153.7

140.9

Financial result Effects from valuation of financial instruments and credit card fees

-22.8 -4.4

-14.8 -21.6

Adjusted EBT

126.4

104.5

Income taxes Income taxes on adjustments

-33.3 -5.9

-42.7 4.2

Adjusted Profit (+) or Loss (-)

87.3

66.0

EBITDA Purchase Price Allocations (PPA) Restructuring costs and severance payments Consulting fees Credit card fees Other non-recurring effects on a regular basis Sum of adjustments



General principles Kirk Beauty One GmbH (Kirk Beauty One, parent company, company) is a German limited liability company (Gesellschaft mit beschränkter Haftung), has its registered office at Luise-Rainer-Str. 7-11, 40235 Düsseldorf, Germany and is registered in commercial register B of the district court of Düsseldorf under the registration number 79429. Kirk Beauty One and Douglas GmbH issued Senior Secured Notes and Senior Notes at GEM segment of the Irish Stock Exchange in July 2015. These Interim Consolidated Financial Statements cover the period of the first three months of the financial year 2017/18 from October 1, 2017 through December 31, 2017 (interim period) as of December 31, 2017 (interim reporting date) and were prepared according to the International Financial Reporting Standards (IFRS) taking into account all mandatory accounting standards and interpretations in the European Union adopted at that time. These Interim Consolidated Financial Statements have been prepared by following IAS 34 Interim Financial Reporting, and should be read in conjunction with the Company’s last Annual Consolidated Financial Statements for the financial year ended September 30, 2017. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last (Interim) consolidated financial statements. The accounting and valuation principles as well as the consolidation principles for the reporting period are substantially consistent with those applied for the Kirk Beauty One’s Annual Consolidated Financial Statements as of September 30, 2017. All sales-related, seasonal or cyclical issues have been deferred during the financial year in accordance with sound business judgement. This Interim Consolidated Financial Statements were authorized for issue by the Company’s management board on February 12, 2018. The Consolidated Financial Statements were prepared in euros (EUR/€). All figures are stated in millions of euros (EUR m) unless otherwise stated.

New accounting standards The Interim Consolidated Financial Statements of Kirk Beauty One GmbH were prepared in accordance with the International Financial Reporting Standards (IFRS) endorsed by the European Union and mandatory for the financial year 2017/18 Any of the new standards adopted have no material impact on the presentation of the Interim Consolidated Financial Statements of Kirk Beauty One. A material impact on the presentation of financial statements of newly implemented or revised IASB accounting standards and interpretations that were not yet applied by Kirk Beauty One GmbH is expected for the first time adoption of IFRS 16 “Leases” (mandatory for the financial year 2019/20). The new IFRS 16 standard will replace the current IAS 17 (Leases) and IFRIC 4 (Determining Whether an Arrangement Contains a Lease). The scope of IFRS 16 generally covers the transfer of use of assets, rental and leasing contracts, sub-letting contracts and sale-and-leaseback transactions. The main new feature of IFRS 16 compared to IAS 17 concerns accounting principles for the lessee. The classification into operating leases and financial leases will no longer apply In the future. In fact, the lessee must recognize a lease liability and a corresponding right-ofuse asset for the leasing object upon the commencement of the asset lease.



The probable impact of IFRS 15 “Revenue from Contracts with Customers” is considered immaterial, but further analysis is required (mandatory for the financial year 2018/19). The new IFRS 15 will replace IAS 18 (Revenue) and IAS 11 (Construction Contracts) as well as associated interpretations and lays out a standardized and comprehensive model for recognizing revenue generated with customers. IFRS 15 also covers a number of particular issues such as how to treat rights of return, transactions on a commission basis, customer retention and customer loyalty programs. In addition, the required disclosures in the notes to the financial statements have been expanded considerably. IFRS 15 is effective for periods beginning on or after January 1, 2018. Kirk Beauty One GmbH will therefore apply this standard for the first time on October 1, 2018. The impact of the new standard will be analyzed during the period ending September 30, 2018 as part of an ongoing project on the introduction of IFRS 15 at Kirk Beauty One GmbH.

Consolidation principles Group of consolidated companies All of the German and foreign companies over which Kirk Beauty One GmbH has direct or indirect control are fully consolidated in the Consolidated Financial Statements. Group of Consolidated Companies Other countries

Germany 10/01/2017 companies consolidated for the first time deconsolidated companies merged companies 12/31/2017

18 0 0 0 18

Total 37 4 0 0 41

55 4 0 0 59

In the course of the first three months of the financial year 2017/2018, Douglas closed the acquisitions of “Limoni and La Gardenia” in Italy and “Perfumerias IF” in Spain. The Douglas Group concluded an agreement for the purchase of all shares and voting rights in Limoni S.p.A., Milan/Italy and La Gardenia Beauty S.p.A., Grosseto/Italy on May 17, 2017. The closing of the transfer of shares took place after the fulfillment of all contractual conditions and approval by the antitrust authorities on November 15, 2017. With the purchase agreement dated July 27, 2017, the Douglas Group acquired a total of 103 stores and the online shop of the perfumery chain that operates under the “Perfumerias IF” brand in Spain and Andorra. The five perfumeries that operate in Andorra are combined into one company, the shares of which were wholly acquired on November 8, 2017. The central warehouse and administration, including all related central functions, were not taken over. In the months of November and December 2017, the transfer of the acquired assets and related obligations, as well as the payment of the individual purchase price tranches, took place on a branch-by-branch basis and involved the handover of each branch.

Currency translation The Interim Consolidated Financial Statements are presented in euros (Group currency), the functional currency of the parent company. The annual financial statements of foreign subsidiaries whose functional currency is not the same as the Group currency are translated into euros according to the functional currency concept. The following exchange rates have been used for currency conversion for the foreign subsidiaries: Douglas Group Q1 2017/18


Average exchange rate 10/01/201712/31/2017 EUR

Average Closing rate exchange rate 10/01/201612/31/2017 12/31/2016 EUR EUR

Closing rate 12/31/2016 EUR

Bulgarian Lev Swiss Franc Czech Koruna Croatian Kuna

BGN CHF CZK HRK

0.51130 0.89963 0.03798 0.13396

0.51130 0.85455 0.03916 0.13441

0.51317 0.91744 0.03701 0.13313

0.51130 0.93119 0.03701 0.13228

Hungarian Forint Polish Zloty Romanian Lei U.S. Dollar

HUF PLN RON USD

0.00323 0.23494 0.21888 0.88556

0.00322 0.23941 0.21466 0.83382

0.00321 0.22938 0.22333 0.90354

0.00323 0.22674 0.22031 0.94868

Foreign currency transactions are recognized in the functional currency as translated at the applicable exchange rate at the time of the transaction. Assets and liabilities nominally denominated in such foreign currencies are translated at the exchange rate on the interim reporting date. All differences resulting from currency translation are recognized in profit or loss in the consolidated income statement.

Accounting and valuation principles The accounting and valuation principles for the reporting period are substantially consistent with those applied for the Kirk Beauty One’s Annual Consolidated Financial Statements as of September 30, 2017. All sales-related, seasonal or cyclical issues have been deferred during the financial year in accordance with sound business judgement.

Use of judgements Judgement was applied in particular in relation to the assessment of the level of control in determining the scope of consolidation and to determine whether leases were operating leases or finance leases.

Assumptions and estimates Assumptions and estimates have been made in the preparation of this Interim Consolidated Financial Statements that impact the disclosure and amount of the assets and liabilities, income and expenses carried in these statements. These assumptions and estimates were used in particular, in the determination of useful lives, valuing provisions and pension provisions, assessing the impairment of goodwill, measuring provisions, uncertain tax positions and measuring instruments which are issued as part of share based payment programs as well as estimating the probability that future tax refunds will be realized. In addition, assumptions and estimates are of significance in determining the fair values and acquisition costs associated with business combinations. Actual values may vary in individual cases from the assumptions and estimates made. Changes are recognized in income as soon as more detailed information is known.

Financial liabilities As of December 31, 2017, the bank liabilities excluding current accounts and Revolving Credit Facility comprised the following tranches:



Senior Secured Notes Senior Notes Term Loan B Facility

Nominal amount EUR m

12/31/2017 Carrying amount EUR m





300.0 335.0

301.4 339.3

300.0 335.0

299.9 337.7

300.0 335.0

294.8 330.0

1,670.0

1,670.3

1,370.0

1,285.2

1,370.0

1,281.2

Kirk Beauty One also has access to a Revolving Credit Facility in the amount of €200.0 million, 2 which has not been utilized as of December 31, 2017. Individual companies also have access to bilateral credit lines, of which €0.3 million had been utilized as of December 31, 2017. Kirk Beauty One and its subsidiaries have to meet certain obligations and key financial covenants, in the event that 40.0 percent of the Revolving Credit Facility is drawn. Besides these financial covenants Kirk Beauty One also has to meet certain qualitative covenants. If the obligations are not met, the lenders are entitled to cancel the loan agreements with immediate effect and call upon all pledged collateral. As of December 31, 2017, the Company was in compliance with all covenants.

Hedging of financing liabilities Interest rate caps are in place to hedge against the risk of interest rate fluctuations over a variable nominal volume of up to €800 million and a term until August 31, 2021. As of the balance sheet date, the nominal volume amounts to €800 million. The interest rate caps reduce the risk of an inclining EURIBOR to a maximum of 1.0 percent. The cash flows will affect interest income during the period from October 1, 2015 through August 31, 2021. The Term Loan B Facility agreement contains an interest rate floor at 0.0 percent EURIBOR. 12/31/2017 Fair values: Fair values: Reference Financial Financial amount assets liabilities EUR m EUR m EUR m Interest rate caps of which not part of a hedge relationship Interest rate floor of which not part of a hedge relationship

800.0

2.6

800.0 0.0

2.6

0.0

12/31/2016 Fair values: Fair values: Reference Financial Financial amount assets liabilities EUR m EUR m EUR m 792.8

1.1

792.8 1,370.0

1.1

0.0 0.0

1,370.0

Events after the interim reporting date Subsequent to the interim reporting date, no events of material significance occurred.

2

Available amount for borrowings is reduced by €12.4 million of outstanding letters of credit.


107.7 107.7

Interim Financial Report

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