Exhibit 99.2

 

 

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Unaudited Consolidated financial report September 30, 2017

 

A – STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)                              

 

ASSETS (in thousands of euros)		Notes				9/30/2017				12/31/2016
Goodwill			7				14,416				14,416
Intangible assets			8				76				71
Property, plant and equipment							966				925
Financial assets			9				178				186
Differed tax assets							125				8
Non-current assets							15,761				15,605
Inventories			10				31,223				20,088
Trade receivables			11				23,529				58,205
Other current assets							11,293				4,161
Financial assets at fair value							-				3,337
Current tax assets							-				-
Cash and cash equivalents			12				32,213				26,078
Current assets							98,258				111,870
Total assets							114,019				127,475
EQUITY AND LIABILITIES (in thousands of euros)		Notes				9/30/2017				12/31/2016
Share capital							250				252
Consolidated reserves							60,970				45,781
Consolidated net income							9,610				19,604
Equity attributable to owners of the Company							70,830				65,636
Non-controlling interests											39
Total equity							70,830				65,676
Borrowings			14				375				608
Employee-related liabilities							76				60
Other non-current provisions							415				507
Differed tax							-				-
Non-current liabilities							866				1,176
Borrowings			14				1,932				762
Down-payments received
Trade payables							24,542				25,978
Current tax liabilities							(318)				3,611
Other current liabilities			15				16,167				30,273
Current liabilities							42,323				60,624
Total equity and liabilities							114,019				127,475

 

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B – CONSOLIDATED INCOME STATEMENT                                                                 

 

						Three months ended								Nine months ended
(in thousands of euros)		Notes				September 30,				September 30,				September 30,				September 30,
						2017				2016				2017				2016
Revenue							21 630				21 310				84 003				73 749
Cost of goods solds							(11 960)				(12 983)				(52 128)				(45 770)
Other purchases and external expenses							(2 409)				(2 381)				(9 931)				(10 285)
Employee benefits expense							(1 259)				(1 310)				(4 099)				(4 117)
Taxes and duties other than income tax							(160)				(116)				(422)				(426)
Charges to depreciation, amortization, provisions and impairment							(58)				(56)				(73)				(143)
Other operating income and expenses							(37)				(2)				(38)				(3)
Current operating income							5 747				4 461				17 313				13 006
Other income and expenses							143				15				476				(170)
Net operating income							5 890				4 476				17 789				12 836
Net finance costs							(5)				3				(25)				(49)
Other financial expenses							(3 970)				21				(3 927)				68
Net financial expense							(3 975)				24				(3 952)				19
Net income before tax							1 915				4 500				13 837				12 855
Income tax expense			16				(618)				(1 427)				(4 227)				(4 300)
Share of net income of associates							-				-				-				-
Net income for the period							1 297				3 073				9 610				8 555
Attributable to non-controlling interests											5								13
Attributable to owners of the Company							1 297				3 068				9 610				8 542
Basic earnings per share (in euros)							5,19				10,30				38,46				28,67
Diluted earnings per share (in euros)			13				5,19				10,28				38,46				28,62

 

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C – STATEMENT OF COMPREHENSIVE INCOME                                                                 

The Statement of Comprehensive Income is presented pursuant to IAS 1 revised, which requires the presentation below the Income Statement or in a separate statement, of income and expense items recognized directly in equity.

Comprehensive income is equal to net income for the year plus income and expense items recognized directly in equity.

 

(in thousands of euros)		Three months ended								Nine months ended
		September 30, 2017				September 30, 2016				September 30, 2017				September 30, 2016
Comprehensive income from continuing operations			1 297				3 073				9 610				8 555
Attributable to non-recurring interests							5								13
Attributable to owners of the Company			1 297				3 068				9 610				8 541
Basic comprehensive income per share*			5,19				10,30				38,46				28,67
Diluted comprehensive income per share*			5,19				10,28				38,46				28,62

 

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D – STATEMENT OF CASH FLOWS                                                                                 

 

						Nine months ended
(In thousands of euros)		Notes				September 30, 2017				September 30, 2016
Net income of consolidated companies							9 610				8 555
- Charges to depreciation, amortization, provisions and impairment							(19)				443
- Income tax expense (income)							4 227				4 300
- Net finance costs							25				49
Operating cash flow before changes in operating working capital							13 843				13 347
- Changes in operating working capital							(3 093)				836
- Income taxes paid							(4 227)				(4 300)
Cash flows from operating activities (Total I)							6 522				9 883
Investing activities
Payments for intangible assets and property, plant and equipment							(198)				(98)
Payment for shares							-				-
Proceeds from disposal of intangible assets and property, plant and equipment							7				-
Change in loans and advances granted							8				(8)
Acquisition/disposal of entities net of cash and cash equivalents acquired							-				(1 125)
Cash flows used in investing activities (Total II)							(183)				(1 231)
Financing activities
Proceeds from issues of shares for cash							-				-
Treasury share repurchases and sales							(1 118)				(1)
Change in current accounts							-				-
Interest paid							(25)				(49)
Repayment of borrowings							(445)				(395)
Cash flow used in financing activities (Total III)							(1 588)				(445)
Net increase (decrease) in cash and cash equivalents (I+II+III)							4 752				8 207
Cash and cash equivalents at the beginning of the period							25 907				15 928
Cash and cash equivalents at the end of the period							30 660				24 135
Effects of exchange rate changes
Net increase (decrease) in cash and cash equivalents							4 753				8 208

 

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E – STATEMENT OF CHANGES IN EQUITY

 

(In thousands of euros)		Share capital				Share premium				Reserves				Foreign currency translation reserve				Equity attributable to owners of the Company				Non- recurring interests				Total equity
As of December 31, 2016			252				2,699				59,348				3,337				65,636				39				65,676
Net income for the period ended September 30, 2017											9,610								9,610								9,610
Share capital increase			1				128				(89)								40				(39)				1
Share capital reduction			(2)				(1,116)												(1,118)								(1,118)
Dividend distribution
Movements in consolidated reserves (change in scope)																											0
Change in foreign currency translation reserve															(3,337)				(3,337)								(3,337)
As of September 30, 2017			250				1,712				68,869				0				70,831				0				70,830

 

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Unaudited Consolidated financial report September 30, 2017

 

F – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                            

CONTENTS

Amounts are expressed in thousands of euros, unless otherwise indicated

 

NOTE 1. GENERAL INFORMATION			8
NOTE 2. DECLARATION OF COMPLIANCE			8
NOTE 3. ACCOUNTING BASIS			8
NOTE 4. ACCOUNTING POLICIES			8
NOTE 5. MAJOR EVENTS OF THE PERIOD			10
NOTE 6. SUBSEQUENT EVENTS			10
NOTE 7. GOODWILL			10
NOTE 8. INTANGIBLE ASSETS			11
NOTE 9. FINANCIAL ASSETS			12
NOTE 10. INVENTORIES			13
NOTE 11. TRADE RECEIVABLES			13
NOTE 12. CASH AND CASH EQUIVALENTS			13
NOTE 13. EARNINGS PER SHARE			14
NOTE 14. BORROWINGS			14
NOTE 15. OTHER CURRENT LIABILITIES			15
NOTE 16. INCOME TAX EXPENSE			15
NOTE 17. COMMITMENTS AND CONTINGENT LIABILITIES			15

 

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Unaudited Consolidated financial report September 30, 2017

 

Note 1. GENERAL INFORMATION

Robopolis (hereinafter “the Company”) is a simplified joint stock company (société par actions simplifiée) governed by French law. Its registered office is located in Villeurbanne, France.

The Group is the European leader in domestic robotics. It holds exclusive distribution contracts in the regions where it operates and primarily with the manufacturer, IRobot.

The consolidated interim financial statements are prepared as of September 30, 2017 and for the three and nine month periods ended September 30, 2017 and 2016.

Note 2. DECLARATION OF COMPLIANCE

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The unaudited interim consolidated financial statements as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 have been prepared in accordance with IAS 34 “Interim Financial Reporting”. They do not include all information and disclosures required in the annual audited financial statements. Accordingly, these financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2016 and the notes thereto.

Note 3. ACCOUNTING BASIS

The consolidated financial statements comprise the financial statements of the simplified joint stock company, Robopolis and the subsidiaries it controls.

The financial statements are presented in thousands of euros, unless otherwise stated. Amounts are rounded up where the figure after the decimal is €500 or more.

Note 4. ACCOUNTING POLICIES

 

4.1 Income tax

Deferred taxes are recognized, using the liability method, on temporary differences existing at the reporting date between the tax bases of assets and liabilities and their carrying amounts, as well as on unused tax losses.

 

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Deferred tax assets and liabilities are calculated at tax rates expected to apply during the period in which the asset will be realized or the liability settled, based on tax regulations that have been enacted or substantively enacted at the reporting date.

Deferred taxes are calculated individually for each entity and are offset when the taxes are collected by the same tax authority and concern the same tax entity.

Deferred taxes payable are recognized as income or expenditure in the Income Statement unless they relate to a transaction or event that is recognized directly in equity.

Deferred taxes are presented on separate lines of the Balance Sheet under non-current assets and non-current liabilities.

Deferred tax assets and liabilities are not discounted to present value.

 

4.2 Revenue

Sales are recognized at the date of transfer of the risks and rewards of ownership, generally evidenced by the delivery of the goods.

Revenues are measured at the fair value of the consideration received or receivable in accordance with IAS 18, equal to the amount of cash or cash equivalents received or receivable, net of any trade discounts or volume rebates.

 

4.3 Operating segments

A segment is a distinguishable component of the Group that is engaged in providing products or services (business segment) and that is subject to risks and returns that are different from those of other business segments.

The Group has a single business segment.

The geographic segments adopted by Robopolis for secondary reporting purposes reflect customer invoicing addresses.

Segment assets are the non-current and current assets used by a segment. Any assets not allocated to a segment are presented on the line “Unallocated assets”.

Segment liabilities are those liabilities that result from the activities of a segment and that either are directly attributable to the segment or can be allocated to the segment on a reasonable basis. They include non-current and current liabilities. Any liabilities not allocated to a segment are presented on the line “Unallocated liabilities”.

 

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The Group operates exclusively in the euro zone. Its subsidiaries are located in Spain, Belgium, Germany, the Netherlands, Austria and Portugal.

Note 5. MAJOR EVENTS OF THE PERIOD

The contract dated December 5, 2012 for the acquisition of 90% of the share capital of the subsidiary, Asimotion, included an option for the purchase by the Company of the remaining 10% of shares by December 31, 2017 at the latest. This share purchase transaction was completed and validated by a decision of the Board of Directors on March 16, 2017.

All the decisions approved by the General Assembly of Shareholders dated December 13, 2016 were fully performed including the payment in anticipation of all the Seller’s financing arrangements.

On July 25, 2017 Robopolis’ shareholders signed a Shares Purchase Agreement (”SPA”) with iRobot, a US company being its main supplier and partner in order to sell 100% of the shares. The final closing is planned on October 2, 2017.

On August 31, 2017, the Robopolis SAS purchased 1 850 of its own shares at a unit price of € 496,569 per share in order to cancel them as per the decision of the General Assembly dated July 13, 2017. The consideration was settled fully in cash.

As part of the SPA conditions, Robopolis SAS has sold all hedging positions before the closing.

The total cost for Robopolis to sell all hedging positions was approximately 3.9 million Euros, and was recorded in the other financial expenses in the three months period ended September 30, 2017.

Note 6. SUBSEQUENT EVENTS

On October 2, 2017 Robopolis’ shareholders completed the sale of 100% of the shares to iRobot, a US company being its main supplier and partner, as per the Shares Purchase Agreement signed on July 25, 2017.

Note 7. GOODWILL

Breakdown of goodwill (net carrying amount)

 

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Unaudited Consolidated financial report September 30, 2017

 

 

Company or group		Year of acquisition		Currency		9/30/2017				12/31/2016
RRDS SL (Espagne)		2010		k€			4,846				4,846
Robopolis GmbH (Allemagne)		2011		k€			6,281				6,281
Robopolis SPRL (Belgique)		2011		k€			1,045				1,045
Robopolis BV (Pays-Bas)		2012		k€			1,118				1,118
Robotworld (Portugal)		2016		k€			1,125				1,125
Net carrying amount							14,416				14,416

Note 8. INTANGIBLE ASSETS

 

(In thousands of euros)		Softwares				Websites				Trademarks				Total
Opening gross carrying amount			535				125				3				660
Acquisitions			24												24
Closing gross carrying amount			559				125				3				684
Opening accumulated amortization			470				120				0				590
Charge to amortization			16				2								18
Closing accumulated amortization			486				122				0				608
Opening net carrying amount			65				5				3				71
Closing net carrying amount			72				3				3				76

 

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Note 9. FINANCIAL ASSETS

The different financial instrument categories are presented at net carrying amount below.

As of September 30, 2017

 

(In thousands of euros)		As of 09/30/2017				Available for sale financial assets				Loans and receivables				Held-to- maturity investments				Financial assets at fair value through profit or loss				Assets   outside   IAS 39   scope
Goodwill			14,416				-				-				-				-				14,416
Intangible assets			76				-				-				-				-				76
Tangible assets			967				-				-				-				-				967
Non current assets			178				-				178				-				-				-
Non current income tax			125				-				-				-				-				125
Non current assets			15,762				-				178				-				-				15,584
Net inventory			31,223				-				-				-				-				31,223
Receivables			23,529				-				23,529				-				-				-
Other current assets			11,293				-				11,293				-				-				-
			-				-				-				-				-				-
Cash and equivalents			32,213				-				32,213				-				-				-
Current assets			98,258				-				67,035				-				-				31,223
As of December 31, 2016
(In thousands of euros)		As of 12/31/2016				Available- for sale financial assets				Loans and receivables				Held-to- maturity investments				Financial assets at fair value through profit or loss				Assets   outside   IAS 39   scope
Goodwill			14,416				-				-				-				-				14,416
Intangible assets			71				-				-				-				-				71
Property, plant and equipment			925				-				-				-				-				925
Financial assets			186				-				186				-				-				-
Deferred tax assets			8				-				-				-				-				8
Non-current assets			15,606				-				186				-				-				15,420
Inventories			20,088				-				-				-				-				20,088
Trade receivables			58,205				-				58,205				-				-				-
Other current assets			4,161				-				4,161				-				-				-
Current tax assets			-				-				-				-				-				-
Cash and cash equivalents			29,415				-				26,078				-				3,337				-
Current assets			111,870				-				88,444				-				3,337				20,088

 

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Note 10. INVENTORIES

 

(In thousands of euros)		09/30/2017				12/31/2016
Goods			31,615				20,555
Impairment			(392)				(467)
Total			31,223				20,088

Note 11. TRADE RECEIVABLES

 

(In thousands of euros)		09/30/2017				12/31/2016
Trade receivables			23,770				58,446
Impairment			(241)				(241)
Total			23,529				58,205

Note 12. CASH AND CASH EQUIVALENTS

 

(In thousands of euros)		9/30/2017				Change				12/31/2016
Investment securities			-				-				-
Bank guarantees			-				-				-
Hedging instruments			-				(3,337)				3,337
Cash at bank and in hand			32,213				6,135				26,078
Cash and cash equivalents			32,213				2,798				29,415
Hedging instruments			-				188				-
Overdrafts and short-term bank borrowings			(1,553)				(1,382)				(171)
Cash and cash equivalents, net			30,660				1,604				29,244
Breakdown of hedging instruments:
Hedging instruments - Assets			3,337				3,337				-
Hedging instruments - Liabilities			-				-				-
Difference in consolidated equity			3,337				3,337				-

Foreign exchange gains and losses resulting from differences between closing exchange rates and financial instrument hedging rates are recognized in the Group accounts through profit or loss (equity).

 

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Note 13. EARNINGS PER SHARE

 

		Three months ended								Nine months ended
		9/30/2017				9/30/2016				9/30/2017				9/30/2016
Net income (loss) attributable to owners of the Company (in € thousands)			1,297				3,068				9,610				8,542
Weighted average number of shares			249,861				298,439				249,861				298,439
Earnings per share (in euros)			5.19				10.28				38.46				28.62
Net income (loss) attributable to owners of the Company (in € thousands)			1,297				3,068				9,610				8,542
Weighted average number of shares			249,861				298,439				249,861				298,439
Adjustments for dilutive instruments			-				-				-				-
Number of shares for calculating diluted earnings per share			249,861				298,439				249,861				298,439
Diluted earnings per share			5.19				10.28				38.46				28.62

Note 14. BORROWINGS

Group net borrowings break down as follows:

 

(In thousands of euros)		Less than 1 year				1 to 5 years				More than 5 years				9/30/17				12/31/2016
Bank borrowings			4				371				-				375				608
Non-current borrowings			4				371				-				375				608
Bank borrowings			380				-				-				380				591
Shareholder current accounts			-				-				-				-				-
Hedging instruments			-				-				-				-				-
Overdrafts and short-term bank borrowings			1,553				-				-				1,553				171
Current borrowings			1,932				-				-				1,932				762
Total borrowings			1,936				371				-				2,307				1,370
Investment securities															-				-
Bank guarantees															-				-
Hedging instruments															-				(3,337)
Cash at bank and in hand															(32,213)				(26,078)
Cash and cash equivalents															(32,213)				(29,415)
Net debt															(29,905)				(28,045)

 

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Note 15. OTHER CURRENT LIABILITIES

 

(In thousands of euros)		9/30/2017				12/31/2016
Tax and employee-related liabilities			10,915				5,810
Other liabilities			5,252				24,355
Deferred income			-				108
Total			16,167				30,273

Note 16. INCOME TAX EXPENSE

The income tax expense breaks down as follows (in thousands of euros):

 

		Three months ended				Nine months ended
(in thousands of euros)		September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Current tax		269		1,350		4,345		4,576
Differed tax		349		77		(117)		(276)
Income tax expense		618		1,427		4,227		4,300

Note 17. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments given

 

-

Robopolis guarantees the financial commitments given by its Belgian subsidiaries to various banks.

 

Commitments at the end of the period:		K€ 260

Commitments received

 

-

USD-denominated import documentary credit facilities granted by various banks to Robopolis SAS.

 

Total amount due (euro equivalent):		K€ 30,732

 

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