SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 2, 2017
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
| 001-36414 | 77-0259 335 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 8 Crosby Drive, Bedford, MA | 01730 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (781) 430-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On October 3, 2017, iRobot Corporation (“iRobot”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the completion of the acquisition of Robopolis SAS, a French company (“Robopolis”). At that time, iRobot indicated that it intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. By this amendment to such Original Form 8-K, iRobot is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information in connection with iRobot’s acquisition of Robopolis, which financial statements and unaudited pro forma financial information are filed or furnished as exhibits hereto and incorporated herein by reference. All of the other items in the Original Form 8-K remain the same and are hereby incorporated by reference into this Current Report on Form 8-K/A.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired |
| 1. | The audited consolidated financial statements of Robopolis, including Robopolis’ audited consolidated balance sheets as of December 31, 2016, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A. |
| 2. | The unaudited condensed consolidated financial statements of Robopolis, including Robopolis’ unaudited consolidated balance sheets as of September 30, 2017 and December 31, 2016, and the related consolidated statements of income, comprehensive income, and cash flows for the three and nine months ended September 30, 2017 and 2016, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A. |
| (b) | Pro Forma Financial Information |
| 1. | The unaudited pro forma combined statements of income of iRobot for the year ended December 31, 2016 and the nine months ended September 30, 2017, as well as the unaudited pro forma combined balance sheet of iRobot as of September 30, 2017, giving effect to the acquisition of Robopolis, are furnished as Exhibit 99.3 to this Current Report on Form 8-K/A. |
| (d) | Exhibits |
The following exhibits are filed or furnished herewith.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| iRobot Corporation | ||||||
| December 15, 2017 | By: | /s/ Glen D. Weinstein | ||||
| Name: | Glen D. Weinstein | |||||
| Title: | Chief Legal Officer and Secretary | |||||
3
EXHIBIT INDEX
4
Exhibit 23.1
Robopolis
11, Avenue Albert Einstein
69100 Villeurbanne
France
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File Nos. 333-219686, 333-204669, 333-193998, 333-186700, 333-184320, 333-179593, 333-172333, 333-164993, 333-157306, 333-149373, 333-140707, 333-129576) of iRobot Corporation of our reports dated September 25, 2017, relating to the consolidated financial statements of Robopolis as of December 31, 2016, 2015, and 2014, which appears in this Form 8 K/A.
Caluire and Paris, France
December 11, 2017
| BF AUDIT PARTENAIRES
/s/ Frédéric Brejon Frédéric BREJON Partner |
/s/ Jean-François Plantin Jean-François PLANTIN
| |||||
Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2016
Report of Independent
Auditors
ROBOPOLIS
December 31, 2016
ROBOPOLIS
11 Avenue Albert Einstein
69100 Villeurbanne
France
We have audited the accompanying consolidated financial statements of Robopolis, which comprise the consolidated balance sheet as of December 31, 2016 and 2015 and the related consolidated income statement, consolidated statement of other comprehensive income, consolidated cash flow statement and consolidated statement of changes in equity for the year then ended, and the related notes to the consolidated financial statements.
I. Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.
II. Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly,
Report of Independent
Auditors
ROBOPOLIS
December 31, 2016
we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
III. Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Robopolis as of December 31, 2016 and 2015 and the consolidated results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Caluire and Paris, France
September 25, 2017
| BF AUDIT PARTENAIRES
/s/ Frédéric Brejon Frédéric BREJON Partner |
Jean-François PLANTIN
/s/ Jean-François Plantin | |||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
A – STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)
| ASSETS (In thousands of euros) |
Notes | 12/31/2016 | 12/31/2015 | |||||||||
| Goodwill | 7 | 14,416 | 13,291 | |||||||||
| Intangible assets | 8 | 71 | 81 | |||||||||
| Property, plant and equipment | 9 | 925 | 978 | |||||||||
| Financial assets | 11 | 186 | 186 | |||||||||
| Deferred tax assets | 31 | 8 | 116 | |||||||||
| Non-current assets | 15,605 | 14,652 | ||||||||||
| Inventories | 12 | 20,088 | 22,596 | |||||||||
| Trade receivables | 13 | 58,205 | 43,686 | |||||||||
| Other current assets | 14 | 4,161 | 9,204 | |||||||||
| Financial assets at fair value | 11 | 3,337 | - | |||||||||
| Current tax assets | 31 | - | - | |||||||||
| Cash and cash equivalents | 15 | 26,078 | 16,140 | |||||||||
| Current assets | 111,870 | 91,626 | ||||||||||
|
Total assets
|
127,475 | 106,277 | ||||||||||
| EQUITY AND LIABILITIES (In thousands of euros) |
Notes | 12/31/2016 | 12/31/2015 | |||||||||
| Share capital | 16 | 252 | 300 | |||||||||
| Consolidated reserves | 45,781 | 43,951 | ||||||||||
| Consolidated net income | 19,604 | 14,071 | ||||||||||
| Equity attributable to owners of the Company | 65,636 | 58,322 | ||||||||||
| Non-controlling interests | 39 | 13 | ||||||||||
| Total equity | 65,676 | 58,334 | ||||||||||
| Borrowings | 18 | 608 | 1,181 | |||||||||
| Employee-related liabilities | 21 | 60 | 46 | |||||||||
| Other non-current provisions | 22 | 507 | 415 | |||||||||
| Deferred tax | 31 | - | - | |||||||||
| Non-current liabilities | 1,176 | 1,641 | ||||||||||
| Borrowings | 18 | 762 | 785 | |||||||||
| Down-payments received | 19 | |||||||||||
| Trade payables | 19 | 25,978 | 25,898 | |||||||||
| Current tax liabilities | 3,611 | 3,116 | ||||||||||
| Other current liabilities | 23 | 30,273 | 16,503 | |||||||||
| Current liabilities | 60,624 | 46,302 | ||||||||||
| Total equity and liabilities | 127,475 | 106,277 | ||||||||||
| Page 4 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
B – CONSOLIDATED INCOME STATEMENT
|
(In thousands of euros)
|
Notes | 12/31/2016 | 12/31/2015 | |||||||||
| Revenue | 24 | 128,964 | 105,468 | |||||||||
| Cost of goods sold | (79,653) | (66,795) | ||||||||||
| Other purchases and external expenses | 25 | (15,598) | (12,841) | |||||||||
| Employee benefits expense | 26 | (5,442) | (4,760) | |||||||||
| Taxes and duties other than income tax | (691) | (555) | ||||||||||
| Charges to depreciation, amortization, provisions and impairment | 27 | (115) | 272 | |||||||||
| Other operating income and expenses | 28 | (6) | - | |||||||||
| Current operating income |
27,460 | 20,790 | ||||||||||
| Other income and expenses | 29 | 1,518 | 82 | |||||||||
| Net operating income | 28,977 | 20,872 | ||||||||||
| Net finance costs | (72) | (75) | ||||||||||
| Other financial income and expenses | 8 | (93) | ||||||||||
| Net financial expense | 30 | (64) | (168) | |||||||||
| Net income before tax | 28,914 | 20,705 | ||||||||||
| Income tax expense | 31 | (9,283) | (6,632) | |||||||||
| Share of net income of associates | - | - | ||||||||||
| Net income for the year | 19,630 | 14,072 | ||||||||||
| Attributable to non-controlling interests | 27 | 1 | ||||||||||
| Attributable to owners of the Company | 19,604 | 14,071 | ||||||||||
| Basic earnings per share (in euros) | 17 | 77.99 | 46.96 | |||||||||
| Diluted earnings per share (in euros) | 17 | 77.88 | 46.96 | |||||||||
| Page 5 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
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)
|
31/12/2016 | 31/12/2015 | ||||||||||
| Net income from continuing operations | 19,630 | 14,072 | ||||||||||
| Net fair value gains (losses) | - | - | ||||||||||
| Gains (losses) on foreign currency translation | - | - | ||||||||||
| Comprehensive income from continuing operations | 19,630 | 14,072 | ||||||||||
| Attributable to non-recurring interests | 27 | 1 | ||||||||||
| Attributable to owners of the Company |
19,604 | 14,071 | ||||||||||
| Basic comprehensive income per share - in euros |
17 | 77.99 | 46.96 | |||||||||
| Diluted comprehensive income per share - in euros |
17 | 77.88 | 46.96 | |||||||||
| Page 6 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
D – STATEMENT OF CASH FLOWS
|
(In thousands of euros)
|
Notes | 12/31/2016 | 12/31/2015 | |||||||||
| Net income of consolidated companies | 19,630 | 14,072 | ||||||||||
| - Charges to depreciation, amortization, provisions and impairment | 290 | (272) | ||||||||||
| - Income tax expense (income) | 31 | 9,283 | 6,632 | |||||||||
| - Net finance costs | 30 | 72 | 75 | |||||||||
| Operating cash flow before changes in operating working capital | 29,275 | 20,507 | ||||||||||
| - Change in operating working capital | 7,486 | (10,056) | ||||||||||
| - Income taxes paid | (9,283) | (6,632) | ||||||||||
| Cash flows from operating activities (Total I) | 27,477 | 3,819 | ||||||||||
| Investing activities | ||||||||||||
| Payments for intangible assets and property, plant and equipment | (127) | (169) | ||||||||||
| Payments for shares | - | - | ||||||||||
| Proceeds from disposal of intangible assets and property, plant and equipment | 10 | 25 | ||||||||||
| Change in loans and advances granted | (3) | - | ||||||||||
| Acquisitions/disposals of entities net of cash and cash equivalents acquired | (1,125) | - | ||||||||||
| Other impacts of changes in scope | - | - | ||||||||||
| Cash flows used in investing activities (Total II) | (1,245) | (144) | ||||||||||
| Financing activities | ||||||||||||
| Dividends paid to owners of the Company | - | - | ||||||||||
| Dividends paid to non-controlling interests in consolidated companies | - | - | ||||||||||
| Proceeds from issues of shares for cash | - | 1,782 | ||||||||||
| Treasury share repurchases and sales | (15,626) | - | ||||||||||
| Change in current accounts | - | (1,938) | ||||||||||
| Interest paid | (72) | (75) | ||||||||||
| Proceeds from borrowings | - | - | ||||||||||
| Repayments of borrowings | (555) | (588) | ||||||||||
| Cash flow used in financing activities (Total III) | (16,252) | (818) | ||||||||||
| Net increase (decrease) in cash and cash equivalents (I+II+III) |
|
9,980 | 2,857 | |||||||||
| Cash and cash equivalents at the beginning of the year | 15,928 | 14,429 | ||||||||||
| Cash and cash equivalents at the end of the year | 15 | 25,907 | 15,928 | |||||||||
| Effects of exchange rate changes | (1,358) | |||||||||||
| Net increase (decrease) in cash and cash equivalents | 9,979 | 2,857 | ||||||||||
| Page 7 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Pursuant to IAS 7, the Group has elected to present the Statement of Cash Flows using the indirect method, commencing with net income.
Reconciliation of cash and cash equivalents in the Statement of Cash Flows and in the Statement of Financial Position
|
(In thousands of euros)
|
12/31/2016* | 12/31/2015 | ||||||||||
| Cash assets | (1) | 26,078 | 16,140 | |||||||||
| Cash liabilities | (2) | 171 | 212 | |||||||||
| Net cash and cash equivalents in the Statement of Financial Position | (1) - (2) | 25,907 | 15,928 | |||||||||
| Cash and cash equivalents at the end of the year in the Statement of Cash Flows | 25,907 | 15,928 | ||||||||||
*2016 cash and cash equivalents excluding hedge transactions
| Page 8 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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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 |
Total equity |
|||||||||||||||||||||
| As of December 31, 2014 | 283 | 16,512 | 25,674 | 1,358 | 43,828 | 11 | 43,839 | |||||||||||||||||||||
| Net income for the year ended December 31, 2015 | 14,071 | 14,071 | 1 | 14,072 | ||||||||||||||||||||||||
| Share capital increase | 16 | 1,766 | 1,782 | 1,782 | ||||||||||||||||||||||||
| Share capital reduction | ||||||||||||||||||||||||||||
| Dividend distribution | ||||||||||||||||||||||||||||
| Movements in consolidated reserves (change in scope) | (1) | (1) | (1) | |||||||||||||||||||||||||
| Changes in foreign currency translation reserve | (1,358) | (1,358) | (1,358) | |||||||||||||||||||||||||
| As of December 31, 2015 | 300 | 18,278 | 39,744 | 0 | 58,321 | 13 | 58,334 | |||||||||||||||||||||
| Net income for the year ended December 31, 2016 | 19,604 | 19,604 | 27 | 19,630 | ||||||||||||||||||||||||
| Share capital increase | ||||||||||||||||||||||||||||
| Share capital reduction | (48) | (15,578) | (15,626) | (15,626) | ||||||||||||||||||||||||
| Dividend distribution | ||||||||||||||||||||||||||||
| Movements in consolidated reserves (change in scope) | ||||||||||||||||||||||||||||
| Changes in foreign currency translation reserve | 3,337 | 3,337 | 3,337 | |||||||||||||||||||||||||
| As of December 31, 2016 | 252 | 2,699 | 59,348 | 3,337 | 65,636 | 39 | 65,676 | |||||||||||||||||||||
| Page 9 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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F – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
Amounts are expressed in thousands of euros, unless otherwise indicated
| NOTE 1. GENERAL INFORMATION | 12 | |||
| NOTE 2. DECLARATION OF COMPLIANCE | 12 | |||
| NOTE 3. ACCOUNTING BASIS | 13 | |||
| NOTE 4. ACCOUNTING POLICIES | 13 | |||
| NOTE 5. MAJOR EVENTS OF THE PERIOD | 23 | |||
| NOTE 6. SUBSEQUENT EVENTS | 24 | |||
| NOTE 7. GOODWILL | 25 | |||
| NOTE 8. INTANGIBLE ASSETS | 25 | |||
| NOTE 9. PROPERTY, PLANT AND EQUIPMENT | 26 | |||
| NOTE 10. ASSET IMPAIRMENT | 26 | |||
| NOTE 11. FINANCIAL ASSETS | 27 | |||
| NOTE 12. INVENTORIES | 28 | |||
| NOTE 13. TRADE RECEIVABLES | 28 | |||
| NOTE 14. OTHER CURRENT ASSETS | 28 | |||
| NOTE 15. CASH AND CASH EQUIVALENTS | 28 | |||
| NOTE 16. SHARE CAPITAL | 29 | |||
| NOTE 17. EARNINGS PER SHARE | 29 | |||
| NOTE 18. BORROWINGS | 30 | |||
| NOTE 19. FINANCIAL LIABILITIES BY CATEGORY | 31 | |||
| NOTE 20. FINANCIAL RISK MANAGEMENT | 32 | |||
| NOTE 21. RETIREMENT COMMITMENTS AND SIMILAR OBLIGATIONS | 33 | |||
| NOTE 22. OTHER PROVISIONS | 33 | |||
| NOTE 23. OTHER CURRENT LIABILITIES | 34 | |||
| NOTE 24. REVENUE | 34 | |||
| NOTE 25. OTHER PURCHASES | 34 | |||
| NOTE 26. EMPLOYEE BENEFITS EXPENSE | 35 | |||
| NOTE 27. CHARGES TO DEPRECIATION, AMORTIZATION, PROVISIONS AND IMPAIRMENT | 35 | |||
| NOTE 28. OTHER OPERATING INCOME AND EXPENSES | 35 | |||
| NOTE 29. OTHER INCOME AND EXPENSES | 35 | |||
| NOTE 30. NET FINANCIAL EXPENSE | 35 | |||
| NOTE 31. INCOME TAX EXPENSE | 36 | |||
| NOTE 32. RELATED-PARTY DISCLOSURES | 37 | |||
| NOTE 33. FINANCE LEASE COMMITMENTS | 38 | |||
| Page 10 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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| NOTE 34. COMMITMENTS AND CONTINGENT LIABILITIES | 38 | |||
| NOTE 35. OPERATING SEGMENTS | 39 | |||
| NOTE 36. EMPLOYEES | 39 | |||
| NOTE 37. CONSOLIDATED COMPANIES AS OF DECEMBER 31, 2016 | 39 | |||
| Page 11 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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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 financial statements cover the 12-month period from January 1, 2016 to December 31, 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. The Group applies all the standards and interpretations in effect at the year-end.
The Group has not identified any recent amendments to IFRS likely to impact its consolidated financial statements.
The Group has not elected to adopt early the standards, interpretations and amendments published by the IASB but not yet adopted by the European Union or which enter into effect after December 31, 2016.
| Page 12 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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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.
The list of consolidated companies is presented in Note 37.
Preparation and presentation of the financial statements
The financial statements for the year ended December 31, 2016 and the notes thereto were adopted by the Board of Directors on September 22, 2017.
Note 4. ACCOUNTING POLICIES
| 4.1. General measurement methods |
The Group consolidated financial statements are prepared on a historical cost basis, with the exception of certain financial instruments measured at fair value. They are also prepared on a going concern basis.
| 4.2. Use of estimates |
The preparation of financial statements in accordance with International Financial Reporting Standards (IFRS) involves the use of estimates and assumptions by Group Management which impact the accounting value of certain asset, liability, income and expense items and information disclosed in certain notes to the financial statements.
These assumptions are uncertain in nature and future values could differ from these estimates. The Group regularly reviews estimates and assessments to take account of past experience and integrate factors considered relevant with respect to economic conditions.
The main accounts and disclosures concerned by significant estimates are goodwill, financial assets and provisions for contingencies and losses.
| Page 13 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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| 4.3. Consolidation method |
All companies draw up their financial statements to December 31.
Subsidiaries
Subsidiaries are companies controlled by the Group. They are fully consolidated from the date control is obtained to the date control is transferred outside the Group. The Group is deemed to control a subsidiary where it holds the power, directly or indirectly, to govern its financial and operating policies so as to obtain the benefits of its activities. Companies are generally considered to be controlled by Robopolis where it holds, directly or indirectly, more than 50% of voting rights.
The consolidated financial statements include all assets, liabilities, income and expenses of the subsidiary. Equity and net income are split between amounts attributable to owners of the Company and amounts attributable to minority shareholders (non-controlling interests).
Financial statements are consolidated from the date of acquisition of control to the date control is lost.
Robopolis only has subsidiaries. It does not hold any interests in joint ventures and does not exercise significant influence over any other entity.
Transactions eliminated
Commercial and financial transactions and balances and the results of inter-company transactions are eliminated on consolidation.
| 4.4. Business combinations |
Goodwill
Any positive difference between the acquisition cost of a business combination and the interest in the fair value of identifiable assets and liabilities at the date of acquisition of control is recognized in assets in goodwill. Any negative difference is recognized immediately in profit or loss for the period.
Goodwill is not amortized. Impairment tests are performed at least once annually and more frequently where there is indication that an impairment loss may have occurred. Testing procedures seek to ensure that the recoverable amount of a Cash-Generating Unit (CGU) to which goodwill is allocated is at least equal to its net carrying amount.
A cash-generating unit is a distinguishable component of the Group that is engaged in providing products or services and that is subject to risks and returns that are different from those of other CGUs. The following criteria are considered when identifying CGUs:
| Page 14 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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| - | how management monitors the entity’s operations or how management makes decisions about continuing or disposing of the entity’s assets and operations, |
| - | if an active market exists for all or part of the output produced by the asset or group of assets, |
| - | the independent nature of the CGU with regard to its management team, strategy and market. |
As the Group has a uniform business, with flows exposed to the same risks and return, a single CGU has been identified. Goodwill is therefore allocated to this CGU in assets.
Non-controlling interests
Non-controlling interests are recognized based on the fair value of net assets purchased.
Acquisitions of non-controlling interests are equal to the difference between the consideration paid and the carrying amount of net assets purchased.
Following the changes introduced by IAS 27 revised, subsidiary losses may be allocated to non-controlling interests even where the minority’s interest in the subsidiary’s equity is negative.
| 4.5. Foreign currency translation |
Foreign currency-denominated transactions
Foreign currency-denominated transactions are translated into euros at the rates of exchange prevailing at the transaction dates.
Financial statements presented in foreign currencies
All Group companies present their assets and liabilities in euros. All foreign subsidiaries were located in the euro zone at the reporting date.
| 4.6. Intangible assets |
Measurement
Intangible assets are carried at acquisition cost net of accumulated amortization and any impairment.
Amortization
Amortization is calculated on a straight-line basis over an average useful life of 3 years.
| Page 15 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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| 4.7. Property, plant and equipment |
Measurement
Property, plant and equipment are carried at acquisition cost net of accumulated depreciation and any impairment recognized in accordance with IAS 36, Impairment of assets.
The cost of borrowings that finance assets over a long period of commissioning or production are not added to the entry cost of such assets and are expensed to profit or loss of the period.
Any major asset components with a useful life that is less than the useful life of the main asset are identified and depreciated over their own useful life. Recurring maintenance costs and maintenance costs that do not meet the criteria for recognition in accordance with the components approach are expensed to profit or loss in the period incurred.
Depreciation
Property, plant and equipment are depreciated on a straight-line basis over the following useful lives.
Land is not depreciated.
| - | Building fixtures and improvements | 10 years | ||||||
| - | Office furniture | 4 years | ||||||
| - | Vehicles | 5 years | ||||||
| - | Computer hardware | 3 years | ||||||
Other
The Group did not receive any investment grants during the year.
Leases
Assets purchased under finance leases transferring to the Group substantially all the risks and rewards of ownership are recognized in balance sheet assets at their fair value or, if lower, at the present value of the minimum lease payments. The corresponding liability is recorded in financial liabilities.
Lease payments are apportioned between interest expense and amortization of the lease obligation so as to obtain a constant interest rate on the balance of the loan liability.
Assets purchased under finance lease are depreciated over the shorter of their useful life in accordance with Group rules and the lease term. They are tested for impairment annually in accordance with IAS 36, Impairment of assets.
| Page 16 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
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Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are expensed on a straight-line basis over the lease term.
| 4.8. Impairment of intangible assets and property, plant and equipment |
The Group reviews the carrying amounts of assets to identify any impairment losses:
| - | intangible assets with indefinite useful lives and goodwill: at the end of each reporting period; |
| - | other assets: where there is indication that the asset may be impaired. |
An impairment is recognized if the recoverable amount of an asset falls below its carrying amount. The recoverable amount of an asset (or group of assets) is the higher of its fair value less costs of disposal and its value in use.
The value in use is equal to the present value of the future cash flows expected to be derived from the asset (or group of assets) and its disposal. The Group uses forecast cash flows that are consistent with forecast business plans prepared by management.
The discount rate used reflects current market assessments of the time value of money and the risks specific to the asset or group of assets. It is based on the current market risk-free rate of interest, equal to the time value of money plus the margin necessary to cover the risk specific to the asset.
The discount rate is applied to post-tax cash flows, producing identical recoverable amounts to those obtained by applying pre-tax rates to pre-tax cash flows.
Any impairment losses are recognized directly in operating profit or loss.
Impairment tests have been performed on goodwill. The results were satisfactory and no impairment was recognized.
| 4.9. Inventories and WIP |
The Group has no production activity.
Goods and other supplies are carried at purchase price plus incidental expenses, net of any rebates and discounts obtained and valued using the weighted average unit cost method. Goods are impaired where necessary to reflect any risk of obsolescence. Impairment is recognized where the recoverable value falls below the carrying amount.
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As of December 31, 2016, inventory had a gross carrying amount of:
K€20,555
Impairment totaled:
K€467
Giving a carrying amount net of impairment of:
K€20,088
| 4.10. Trade receivables |
Trade receivables are current financial assets.
They are recognized in the initial amount of invoices, net of any impairment provisions for irrecoverable amounts. The amount of doubtful receivables is estimated when the recovery in full of a receivable is no longer considered probable. Irrecoverable receivables are recognized as a loss when identified.
| 4.11. Other financial instruments |
Classification of asset financial instruments
Financial assets are classified in one of the following categories as appropriate:
| - | financial assets at fair value through profit or loss, |
| - | loans and receivables, |
| - | held-to-maturity investments, or |
| - | available-for sale financial assets. |
The Group determines the classification of financial assets on their initial recognition and reviews this classification at each reporting date when authorized and appropriate.
All investments are initially recognized at fair value, including investment acquisition costs.
Investments classified in the “fair value through profit or loss” and “available-for-sale” categories are remeasured to fair value at each reporting date.
Financial assets held by the Group relate exclusively to contractual receivables, measured at amortized cost at each reporting date and recorded net of any impairment.
The Group does not use derivative instruments.
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Classification of liability financial instruments
Financial liabilities are classified, as appropriate, in financial liabilities at amortized cost or financial liabilities at fair value through profit or loss.
| 4.12. Cash and cash equivalents |
Cash and cash equivalents include liquid assets and short-term investments with an initial maturity of less than three months at the acquisition date. Short-term investments are marked-to-market at each reporting date.
Cash equivalents do not include commitments in respect of transactions hedging foreign-currency purchases of goods. Only the unrealized exchange gain or loss previously taken to equity is now recorded in the Income Statement (effective hedge at the reporting date).
| 4.13. Employee benefits |
Pension plans
The Group provides supplementary pensions or other long-term benefits to employees, in accordance with customary or legal requirements. It offers these benefits through defined contribution or defined benefit plans.
In the case of defined-contribution plans, the Group’s only obligation is the payment of premiums. Contributions paid to the plans are recognized as expenses of the period. If applicable, provisions are recognized for outstanding contributions at the reporting date. The commitments presented in Note 21 solely concern employee remuneration. No assets are held to cover these commitments.
Type of commitments
| - | Retirement termination payments |
Termination payments are due by French Group entities under the industry collective bargaining agreement. They comprise retirement termination payments and end-of-career payments paid on voluntary retirement or when an employee reaches the legal retirement age.
| - | Supplementary pension plans |
Provisions are recognized for retirement commitments and similar obligations arising from defined benefit plans and are measured based on an actuarial calculation performed at least once a year. These commitments solely concern retirement termination payments. The projected unit credit method is applied as follows: each period of service creates an additional unit of benefit
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entitlement, and each of these units is measured separately to determine the Group’s employee benefit obligation.
The calculations take into account the specific features of the various plans and assumptions for the retirement date, career advancement, salary increases, as well as the probability of the employee still being employed by the Group at retirement age (turnover rates, mortality tables, etc.).
The obligation is discounted based on interest rates on long-term bonds issued by companies with the highest credit ratings. The obligation is provided net of any plan assets measured at fair value.
Actuarial gains and losses are generated by changes in assumptions and are recognized in profit or loss.
The net expense for retirement commitments and similar obligations is recorded in net operating income of the period, except for any discounting expense recorded in net financial expense.
| 4.14. Other provisions |
A provision is recognized when, at the reporting date, the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying future economic benefit will be required to settle the obligation.
Provisions are discounted to present value if the time value of money is material. The related increase in the provisions is recognized as a financial expense.
In the case of restructuring, a provision may be recognized only if, at the reporting date, the Company has announced the restructuring and drawn up a detailed plan or started to implement the plan.
Provisions are booked with regard to disputes (industrial tribunals, tax audits, customer disputes, etc.) if the Group has an uncontested obligation to a third party at the reporting date. They are determined based on the best estimate of the expense likely to be required to settle the obligation.
| 4.15. Borrowings |
Interest-bearing borrowings are recorded at the initial nominal value less related transaction costs. At each reporting date, financial liabilities are then measured at amortized cost using the effective interest rate method.
Borrowings are broken down between:
| - | current liabilities, comprising the portion to be repaid in the twelve months following the reporting date; |
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| - | non-current liabilities for the portion maturing in more than twelve months. |
Foreign exchange risk
The majority of Group sales are performed in euros, while purchases are generally denominated in U.S. dollars. The transactions performed by Group companies therefore generate a foreign exchange position.
Generally speaking, the Group systematically hedges foreign exchange risk arising on transactions performed in a currency other than the euro (notably the U.S. dollar). The Group hedges its foreign exchange risk through forward purchases of currency corresponding to budget estimates for purchases of goods.
Foreign exchange hedges are recorded at fair value, with the effective portion of gains and losses taken to equity and the ineffective portion of gains and losses taken to profit or loss in accordance with IAS 39. Current borrowings do not therefore include all commitments resulting from transactions hedging foreign currency purchases of goods but only any related unrealized exchange gains or losses.
The balance sheet accounts impacted by these transaction are presented in Notes 15 and 18.
| 4.16. Trade payables and other creditors |
Trade and other payables are recognized in the amount of the cash or consideration received, that is at the transaction price. They represent financial liabilities.
| 4.17. 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.
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.
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Deferred tax assets and liabilities are not discounted to present value.
| 4.18. 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.
| 4.19. Current operating income |
The income statement format used by the Group employs a classification by expense.
Current operating income is equal to the difference between pre-tax income and expenses other than:
| - | other income and expenses; |
| - | financial items; |
| - | net income of associates; |
| - | income or losses from discontinued operations or assets held for sale. |
Any “Employee statutory profit-sharing” is included in the employee benefits expense.
Net operating income is equal to current operating income adjusted for other income and expenses that are unusual in nature or occur rarely and particularly:
| - | impairment of goodwill and non-current assets; |
| - | significant restructuring expenses, or expenses related to adjustments to headcount as a result of major events or decisions; |
| - | capital gains or losses on disposals of non-current assets; |
| - | significant income and expenses resulting from litigation. |
| 4.20. Earnings per share |
Earnings per share are calculated by dividing Group consolidated net income or loss by the weighted average number of shares outstanding during the period.
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| 4.21. 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”.
IFRS 8 on segment reporting, which entered into mandatory effect for fiscal years beginning on or after January 1, 2009, only requires one level of segment reporting. A breakdown by geographic region is therefore no longer presented.
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 Company developed its business in Portugal during the year, creating a wholly-owned subsidiary to further expand its distribution network. The company’s development also involved a number of asset disposals.
On December 31, 2016, Robopolis SAS purchased 46,728 of its own shares at a unit price of €334,409 per share, with a view to cancelling them. The consideration was settled partly in cash and partly via vendor credit.
There were no other major events during the period.
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Note 6. SUBSEQUENT EVENTS
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 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 to sell all hedging positions before the closing.
As of today, ROBOPOLIS sold a third of the related position and plan to sell all remaining positions before the end of the month, as requested by the SPA. The total estimated costs for Robopolis to sell all hedging positions is approximately 5 million Euros.
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Note 7. GOODWILL
Breakdown of goodwill (net carrying amount)
| Company or group | Year of acquisition |
Currency | 12/31/2016 | 12/31/2015 | ||||||||
| RRDS SL (Spain) | 2010 | K€ | 4,846 | 4,846 | ||||||||
| Robopolis GmbH (Germany) | 2011 | K€ | 6,281 | 6,281 | ||||||||
| Robopolis SPRL (Belgium) | 2011 | K€ | 1,045 | 1,045 | ||||||||
| Robopolis BV (Netherlands) | 2012 | K€ | 1,118 | 1,118 | ||||||||
| Robotworld (Portugal) | 2016 | K€ | 1,125 | |||||||||
| Net carrying amount | 14,416 | 13,291 | ||||||||||
Note 8. INTANGIBLE ASSETS
| (In thousands of euros) | Software | Websites | Trademarks | Total | ||||||||||||
| Opening gross carrying amount | 514 | 125 | 3 | 640 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | ||||||||||||||||
| Reclassifications | ||||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Acquisitions | 21 | 21 | ||||||||||||||
| Closing gross carrying amount | 535 | 125 | 3 | 660 | ||||||||||||
| Opening accumulated amortization | 449 | 110 | 0 | 559 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | ||||||||||||||||
| Reclassifications | ||||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Charge to amortization | 21 | 10 | 31 | |||||||||||||
| Closing accumulated amortization | 470 | 120 | 0 | 590 | ||||||||||||
| Opening net carrying amount | 64 | 15 | 3 | 81 | ||||||||||||
| Closing net carrying amount | 65 | 5 | 3 | 71 | ||||||||||||
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Note 9. PROPERTY, PLANT AND EQUIPMENT
| (In thousands of euros) | Land and buildings |
General
|
Office and IT equipment, furniture |
Total | ||||||||||||
| Opening gross carrying amount | 637 | 281 | 668 | 1,587 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | (70) | (70) | ||||||||||||||
| Reclassifications | ||||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Acquisitions | 17 | 89 | 106 | |||||||||||||
| Closing gross carrying amount | 637 | 298 | 688 | 1,623 | ||||||||||||
| Opening accumulated depreciation | 83 | 135 | 390 | 609 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | (70) | (70) | ||||||||||||||
| Reclassifications | 3 | 3 | ||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Charge to depreciation | 15 | 30 | 110 | 156 | ||||||||||||
| Closing accumulated depreciation | 98 | 165 | 433 | 697 | ||||||||||||
| Opening net carrying amount | 554 | 147 | 278 | 978 | ||||||||||||
| Closing net carrying amount | 539 | 133 | 254 | 925 | ||||||||||||
Note 10. ASSET IMPAIRMENT
The impairment test methodology is presented in Note 4.8, Impairment losses. Recoverable amounts were calculated based solely on value in use and the Group’s most recent business plan.
Impairment tests did not result in the recognition of any asset impairment.
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Note 11. FINANCIAL ASSETS
The different financial instrument categories are presented at net carrying amount below.
As of December 31, 2016
| (In thousands of euros) | As of 12/31/2016 |
Available- for sale |
Loans and receivables |
Held-to- maturity |
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 | ||||||||||||||||||
As of December 31, 2015
| (In thousands of euros) | As of 12/31/2015 |
Available- for sale |
Loans and receivables |
Held-to- maturity |
Financial assets at fair value through profit or loss |
Assets outside IAS 39 scope |
||||||||||||||||||
| Goodwill |
13,291 | - | - | - | - | 13,291 | ||||||||||||||||||
| Intangible assets |
81 | - | - | - | - | 81 | ||||||||||||||||||
| Property, plant and equipment |
978 | - | - | - | - | 978 | ||||||||||||||||||
| Financial assets |
186 | - | 186 | - | - | - | ||||||||||||||||||
| Deferred tax assets | 116 | - | - | - | - | 116 | ||||||||||||||||||
| Non-current assets | 14,652 | - | 186 | - | - | 14,466 | ||||||||||||||||||
| Inventories |
22,596 | - | - | - | - | 22,596 | ||||||||||||||||||
| Trade receivables |
43,686 | - | 43,686 | - | - | - | ||||||||||||||||||
| Other current assets |
9,204 | - | 9,204 | - | - | - | ||||||||||||||||||
| Current tax assets |
- | - | - | - | - | - | ||||||||||||||||||
| Cash and cash equivalents |
16,140 | - | 16,140 | - | - | - | ||||||||||||||||||
| Current assets | 91,626 | - | 69,030 | - | - | 22,596 | ||||||||||||||||||
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Note 12. INVENTORIES
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Goods | 20,555 | 22,944 | ||||||
| Impairment | (467) | (348) | ||||||
| Total | 20,088 | 22,596 | ||||||
Note 13. TRADE RECEIVABLES
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Trade receivables | 58,446 | 44,051 | ||||||
| Impairment | (241) | (365) | ||||||
| Total | 58,205 | 43,686 | ||||||
Note 14. OTHER CURRENT ASSETS
| (In thousands of euros) | 12/30/2016 | 12/31/2015 | ||||||
| Advances on supplier invoices and credit notes receivable | 2,425 | 6,265 | ||||||
| Tax and employee-related receivables | 1,615 | 2,858 | ||||||
| Other receivables | 24 | 14 | ||||||
| Prepaid expenses | 98 | 67 | ||||||
| Total | 4,161 | 9,204 | ||||||
Note 15. CASH AND CASH EQUIVALENTS
|
(In thousands of euros)
|
12/31/2016 | Change | 12/31/2015 | |||||||||
| Investment securities | - | - | - | |||||||||
| Bank guarantees | - | - | - | |||||||||
| Hedging instruments | 3,337 | 3,337 | - | |||||||||
| Cash at bank and in hand | 26,078 | 9,938 | 16,140 | |||||||||
| Cash and cash equivalents | 29,415 | 13,275 | 16,140 | |||||||||
| Hedging instruments | - | 188 | (188) | |||||||||
| Overdrafts and short-term bank borrowings | (171) | (147) | (24) | |||||||||
| Cash and cash equivalents, net | 29,244 | 13,316 | 15,928 | |||||||||
|
Breakdown of hedging instruments:
|
||||||||||||
| Hedging instruments - Assets | 3,337 | 3,337 | - | |||||||||
| Hedging instruments - Liabilities | - | - | - | |||||||||
| Difference in consolidated equity | 3,337 | 3,337 | - | |||||||||
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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).
See Note 4.15
Note 16. SHARE CAPITAL
Following the share capital reduction detailed in Note 5, the share capital comprises 251,711 fully paid-up shares with a par value of €1 each.
The Company does not hold any of its own shares.
Note 17. EARNINGS PER SHARE
|
12/31/2016
|
12/31/2015 | |||||||
| Net income (loss) attributable to owners of the Company (in € thousands) | 19,604 | 14,071 | ||||||
| Weighted average number of shares | 251,711 | 299,639 | ||||||
| Earnings per share (in euros) | 77.88 | 46.96 | ||||||
| Net income (loss) attributable to owners of the Company (in € thousands) | 19,604 | 14,071 | ||||||
| Weighted average number of shares | 251,711 | 299,639 | ||||||
| Adjustments for dilutive instruments | - | - | ||||||
| Number of shares for calculating diluted earnings per share | 251,711 | 299,639 | ||||||
| Diluted earnings per share | 77.88 | 46.96 | ||||||
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Note 18. BORROWINGS
Group net borrowings break down as follows:
| (In thousands of euros) | Less than 1 year |
1 to 5 years |
More than 5 years |
12/31/2016 | 12/31/2015 | |||||||||||||||
| Bank borrowings | 11 | 597 | - | 608 | 1,181 | |||||||||||||||
| Non-current borrowings | 11 | 597 | - | 608 | 1,181 | |||||||||||||||
| Bank borrowings | 591 | - | - | 591 | 573 | |||||||||||||||
| Shareholder current accounts | - | - | - | - | - | |||||||||||||||
| Hedging instruments | - | - | - | - | 188 | |||||||||||||||
| Overdrafts and short-term bank borrowings | 171 | - | - | 171 | 24 | |||||||||||||||
| Current borrowings | 762 | - | - | 762 | 785 | |||||||||||||||
| Total borrowings | 773 | 597 | - | 1,370 | 1,966 | |||||||||||||||
| Investment securities | - | - | ||||||||||||||||||
| Bank guarantees | - | - | ||||||||||||||||||
| Hedging instruments | (3,337) | - | ||||||||||||||||||
| Cash at bank and in hand | (26,078) | (16,140) | ||||||||||||||||||
| Cash and cash equivalents | (29,415) | (16,140) | ||||||||||||||||||
| Net debt | (28,045) | (14,174) | ||||||||||||||||||
The decrease in current borrowings is due to :
| - | a reduction in the debt of all Group companies; |
| - | see Note 4.15. |
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Note 19. FINANCIAL LIABILITIES BY CATEGORY
As of December 31, 2016
| (In thousands of euros) | As of 12/31/2016 |
Financial liabilities at amortized cost |
Financial assets at fair value through profit or loss |
Cash flow hedges |
Liabilities outside IAS 39 scope |
|||||||||||||||
| Borrowings | 608 | 608 | - | - | - | |||||||||||||||
| Employee-related liabilities | 60 | - | - | - | 60 | |||||||||||||||
| Other non-current provisions | 507 | - | - | - | 507 | |||||||||||||||
| Non-current liabilities | 1,176 | 608 | - | - | 567 | |||||||||||||||
| Borrowings | 762 | 762 | - | - | - | |||||||||||||||
| Trade payables | 25,978 | 25,978 | - | - | - | |||||||||||||||
| Current tax liabilities | 3,611 | - | - | - | 3,611 | |||||||||||||||
| Current liabilities | 30,273 | - | - | - | 30,273 | |||||||||||||||
| Current liabilities | 60,624 | 26,740 | - | - | 33,884 | |||||||||||||||
|
As of December 31, 2015
|
|
|||||||||||||||||||
| (In thousands of euros) | As of 12/31/2015 |
Financial liabilities at amortized cost |
Financial assets at fair value through profit or loss |
Cash flow hedges |
Liabilities outside IAS 39 scope |
|||||||||||||||
| Borrowings | 1,181 | 1,181 | - | - | - | |||||||||||||||
| Employee-related liabilities | 46 | - | - | - | 46 | |||||||||||||||
| Other non-current provisions | 415 | - | - | - | 415 | |||||||||||||||
| Non-current liabilities | 1,641 | 1,181 | - | - | 460 | |||||||||||||||
| Borrowings | 785 | 785 | - | - | - | |||||||||||||||
| Trade payables | 25,898 | 25,898 | - | - | - | |||||||||||||||
| Current tax liabilities | 3,116 | - | - | - | 3,116 | |||||||||||||||
| Current liabilities | 16,503 | - | - | - | 16,503 | |||||||||||||||
| Current liabilities | 46,301 | 26,683 | - | - | 19,619 | |||||||||||||||
Financial liabilities are recognized at fair value.
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Note 20. FINANCIAL RISK MANAGEMENT
Financial risk management is based on specific risk strategies for interest rate, foreign exchange, liquidity and credit risks.
Foreign exchange risk
See Note 4.15
Interest rate risk
As the Group is generally only exposed to very limited interest rate risk, Group management does not consider it necessary to implement a hedging strategy to mitigate or neutralize this risk.
Liquidity risk
The Group could be exposed to liquidity risk if all available import credit facilities are used. Assessed with respect to the Group’s financial structure, liquidity risk is considered non-existent at the reporting date.
Credit risk
In the majority of cases, sales are performed subject to a retention of ownership clause.
The credit risk is relatively low.
The Group considers that the accounting value of all financial assets and liabilities may be deemed the most representative of market value.
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Note 21. RETIREMENT COMMITMENTS AND SIMILAR OBLIGATIONS
Change in retirement commitments
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Opening balance | 46 | 44 | ||||||
| Charge | 14 | 1 | ||||||
| Utilizations and reversals | - | - | ||||||
| Closing balance | 60 | 46 | ||||||
The above retirement commitments only concern the parent company. Retirement commitments of other Group companies are not material.
Underlying assumptions
| 12/31/2016 | 12/31/2015 | |||
| Discount rate | 1.52% | 1.66% | ||
| Rate of salary increase | 5% declining | 5% declining | ||
| Employee turnover | 10% declining over 50 years | 10% declining over 50 years | ||
| Mortality table | TG 05 | TG 05 | ||
| Retirement age | 60 years | 60 years | ||
| Social security contribution rate | 40% | 40% | ||
| Type of departure | Voluntary | Voluntary | ||
The wholesale sector collective bargaining agreement is applicable in France.
Note 22. OTHER PROVISIONS
Change in other provisions
| (In thousands of euros) | 12/30/2016 | 12/31/2015 | ||||||
| Opening balance | 415 | 415 | ||||||
| Charge | 300 | |||||||
| Utilizations and reversals | 207 | |||||||
| Closing balance | 507 | 415 | ||||||
| Page 33 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Note 23. OTHER CURRENT LIABILITIES
| (In thousands of euros) | 12/30/2016 | 12/31/2015 | ||||||
| Tax and employee-related liabilities | 5,810 | 4,170 | ||||||
| Other liabilities | 24,355 | 9,946 | ||||||
| Deferred income | 108 | 2,386 | ||||||
| Total | 30,273 | 16,503 | ||||||
Note 24. REVENUE
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Sales of goods | 128,752 | 105,352 | ||||||
| Sales of services | 212 | 116 | ||||||
| Total | 128,964 | 105,468 | ||||||
Revenue totaled K€128,964 in fiscal year 2016, up over 22% on fiscal year 2015 revenue of K€105,468.
Note 25. OTHER PURCHASES
|
(In thousands of euros)
|
12/31/2016 | 12/31/2015 | ||||||
| Supplies | 580 | 538 | ||||||
| Out-sourcing | 2,219 | 1,397 | ||||||
| Rental | 687 | 541 | ||||||
| Maintenance | 124 | 107 | ||||||
| Insurance | 331 | 288 | ||||||
| Fees | 2,648 | 2,848 | ||||||
| Advertising | 5,440 | 3,660 | ||||||
| Transport | 2,330 | 2,435 | ||||||
| Travel | 827 | 558 | ||||||
| Post and telecommunications | 124 | 131 | ||||||
| Bank services | 288 | 341 | ||||||
| Other purchases | 15,598 | 12,844 | ||||||
| Page 34 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Note 26. EMPLOYEE BENEFITS EXPENSE
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Wages and salaries | 4,130 | 3,596 | ||||||
| Social security contributions | 1,311 | 1,164 | ||||||
| Total | 5,442 | 4,760 | ||||||
Note 27. CHARGES TO DEPRECIATION, AMORTIZATION, PROVISIONS AND IMPAIRMENT
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Charge to depreciation/amortization | 186 | 227 | ||||||
| Net charge to / (reversal of) impairment on financial assets | 2 | 9 | ||||||
| Net charge to / (reversal of) impairment on current assets | (5) | (511) | ||||||
| Net charge to / (reversal of) provisions for contingencies and losses | 106 | 2 | ||||||
| Total | 290 | (272) | ||||||
Note 28. OTHER OPERATING INCOME AND EXPENSES
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Other operating income and expenses | (6) | - | ||||||
| Total | (6) | - | ||||||
Note 29. OTHER INCOME AND EXPENSES
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||||||
| Other income | 1,841 | 142 | ||||||
| Other expenses | (324) | (60) | ||||||
| Total | 1,518 | 82 | ||||||
Note 30. NET FINANCIAL EXPENSE
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||
| Gross finance costs | (72) | (75) | ||
| Interest income | - | - | ||
| Net finance costs | (72) | (75) | ||
| Other financial income and expenses | 1 | 96 | ||
| Foreign exchange gains (losses) | 7 | (188) | ||
| Net financial expense | (64) | (168) |
| Page 35 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Note 31. INCOME TAX EXPENSE
The income tax expense breaks down as follows (in thousands of euros):
| 12/31/2016 | 12/31/2015 | |||
| Current tax | 9,175 | 6,570 | ||
| Deferred tax | 108 | 63 | ||
|
|
| |||
| Income tax expense |
9,283 | 6,632 | ||
Reconciliation of the theoretical income tax expense and the income tax expense recognized in profit or loss
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||
| Net income before tax and minority interests | 28,914 | 20,705 | ||
| Income tax rate (theoretical parent company rate) | 33.33% | 33.33% | ||
| Theoretical income tax expense | 9,638 | 6,902 | ||
| Effect of different tax rates of foreign companies | (685) | (474) | ||
| Effect of unused tax losses not recognized as deferred tax assets | ||||
| Effect of additional contributions | 146 | 73 | ||
| Adjustments to prior years | ||||
| Other | 184 | 131 | ||
| Income tax expense recognized in profit or loss | 9,283 | 6,632 | ||
|
Change in deferred tax assets
|
||||
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||
| Opening balance | 116 | 178 | ||
| (Expense) Income | (108) | (63) | ||
| Closing balance | 8 | 116 | ||
|
Change in deferred tax liabilities
None.
Breakdown of deferred tax assets
| ||||
| (In thousands of euros) | 12/31/2016 | 12/31/2015 | ||
| Temporary differences | (12) | 100 | ||
| Permanent differences | 20 | 15 | ||
| Deferred tax assets (liabilities) | 8 | 116 | ||
| Page 36 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Deferred tax assets and liabilities
| As of 12/31/2016 | Assets | Liabilities | Net | |||
| Security acquisition costs | 3 | - | 3 | |||
| Provisions for retirement commitments | 20 | - | 20 | |||
| Other provisions | (14) | 1 | (14) | |||
| Deferred tax assets (liabilities) | 9 | 1 | 8 |
Note 32. RELATED-PARTY DISCLOSURES
Other than compensation granted to private individual executives of K€112, the main transactions that could impact the financial position or results of the Group are presented below:
| Related party |
Group company concerned |
Type of transaction | Amount invoiced for fiscal year ended 12/31/2016 |
Balance as of 12/31/2016 |
||||||||
| Aventalis | Robotica de Servicio SL (Spain) | Purchase of services | 94 | 54 | ||||||||
| IRA, SL | Robotica de Servicio SL (Spain) | Sale of services | - | - | ||||||||
| IRA, SL | Robotica de Servicio SL (Spain) | Purchase of services | 526 | 150 | ||||||||
| Klein AG | Robopolis GmbH | Purchase of services | 364 | 90 | ||||||||
| Kein & More | Robopolis GmbH | Purchase of services | 336 | 77 | ||||||||
| Kein & More | Robopolis GmbH | Purchase of goods | 2 | - | ||||||||
| Make Consult | Robopolis SPRL (Belgium) | Purchase of services | 126 | - | ||||||||
| Maos Consult | Robopolis SPRL (Belgium) | Purchase of services | 126 | - | ||||||||
| Finant Hold. | Robopolis BV (Netherlands) | Purchase of services | 120 | - | ||||||||
| Finant Hold. | Robopolis BV (Netherlands) | Sale of services | 5 | - | ||||||||
| Masbra Hold. | Robopolis BV (Netherlands) | Purchase of services | 120 | - | ||||||||
| Masbra Hold. | Robopolis BV (Netherlands) | Sale of services | 5 | - | ||||||||
| Ivolution | Robopolis SAS | Purchase of services | 75 | 24 | ||||||||
| High Five Inv. | Robopolis SAS | Purchase of services | 1,625 | 712 | ||||||||
| Page 37 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Note 33. FINANCE LEASE COMMITMENTS
No material commitments were identified in the finance lease agreements entered into by Group companies.
Note 34. COMMITMENTS AND CONTINGENT LIABILITIES
Commitments given
| - | Robopolis guarantees the financial commitments given by its Belgian subsidiaries to various banks. |
| Commitments at the year-end: | K€260 |
Commitments received
| - | USD-denominated import documentary credit facilities granted by various banks to Robopolis SAS. |
| Total amount due (euro equivalent): | K€28,508 |
| - | Currency forwards to hedge current or future USD purchases of goods totaling USD 71,618 |
| (euro equivalent): | K€67,942 |
| - | Pursuant to the acquisition terms and conditions of the Dutch subsidiary (formerly ASIMOTION), the vendors granted Robopolis the following commitments: |
| o | possibility to purchase the remaining 10% of the share capital retained by the vendors after the transaction, up to December 31, 2017. An agreement dated December 5, 2012 sets the secondary acquisition price at K€129, payable by the presentation of 596 Robopolis shares. |
| o | In the event of failure to attain the net income objectives defined in the agreement for fiscal years 2013 to 2015, Robopolis would be entitled to repurchase 1,800 of its own shares at a rate of 600 shares per year, at a fixed price of €1 per share. |
| Page 38 | ||||
| Consolidated annual financial report for the year ended December 31, 2016 |
|
Note 35. OPERATING SEGMENTS
See Note 4.21.
Note 36. EMPLOYEES
The Group has 90 employees (81 in 2015), including management, in the following countries:
| - | France: 27 |
| - | Spain: 28 |
| - | Germany: 20 |
| - | Austria: 3 |
| - | Belgium: 5 |
| - | Netherlands: 5 |
| - | Portugal: 3 |
Note 37. CONSOLIDATED COMPANIES AS OF DECEMBER 31, 2016
| Company |
Consolidation
|
% voting
rights |
% interest | |||
| Robopolis SA (France) | Parent company | - | - | |||
| Robopolis Robotica de Servicio SL (Spain) | Fully consolidated | 100.00 | 100.00 | |||
| Robopolis SPRL (Belgium) | Fully consolidated | 100.00 | 100.00 | |||
| Robopolis GmbH (Germany) | Fully consolidated | 100.00 | 100.00 | |||
| Robopolis BV (Netherlands) | Fully consolidated | 90.00 | 90.00 | |||
| Robopolis Austria GmbH (Austria) | Fully consolidated | 100.00 | 100.00 | |||
| Robotworld LDA (Portugal) | Fully consolidated | 100.00 | 100.00 |
| Page 39 | ||||
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2015
Report of Independent
Auditors
ROBOPOLIS
December 31, 2015
ROBOPOLIS
11 Avenue Albert Einstein
69100 Villeurbanne
France
We have audited the accompanying consolidated financial statements of Robopolis, which comprise the consolidated balance sheet as of December 31, 2015 and 2014, and the related consolidated income statement, consolidated statement of other comprehensive income, consolidated cash flow statement and consolidated statement of changes in equity for the years then ended, and the related notes to the consolidated financial statements.
I. Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.
II. Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly,
Report of Independent
Auditors
ROBOPOLIS
December 31, 2015
we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
III. Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Robopolis as of December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Caluire and Paris, France
September 25, 2017
| BF AUDIT PARTENAIRES
/s/ Frédéric Brejon Frédéric BREJON Partner |
Jean-François PLANTIN
/s/ Jean-François Plantin | |||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
A – STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)
| ASSETS (In thousands of euros) |
Notes | 12/31/2015 | 12/31/2014 | |||||||||
| Goodwill | 7 | 13,291 | 13,291 | |||||||||
| Intangible assets | 8 | 81 | 138 | |||||||||
| Property, plant and equipment | 9 | 978 | 1,021 | |||||||||
| Financial assets | 11 | 186 | 179 | |||||||||
| Deferred tax assets | 31 | 116 | 178 | |||||||||
| Non-current assets | 14,652 | 14,807 | ||||||||||
| Inventories | 12 | 22,596 | 17,368 | |||||||||
| Trade receivables | 13 | 43,686 | 28,585 | |||||||||
| Other current assets | 14 | 9,204 | 4,220 | |||||||||
| Current tax assets | 31 | - | - | |||||||||
| Cash and cash equivalents | 15 | 16,140 | 14,596 | |||||||||
| Current assets | 91,626 | 64,768 | ||||||||||
|
Total assets
|
106,277 | 79,575 | ||||||||||
| EQUITY AND LIABILITIES (In thousands of euros) |
Notes | 12/31/2015 | 12/31/2014 | |||||||||
| Share capital | 16 | 300 | 283 | |||||||||
| Consolidated reserves | 43,951 | 34,444 | ||||||||||
| Consolidated net income | 14,071 | 9,100 | ||||||||||
| Equity attributable to owners of the Company |
58,322 | 43,827 | ||||||||||
| Non-controlling interests | 13 | 11 | ||||||||||
| Total equity | 58,334 | 43,839 | ||||||||||
| Borrowings | 18 | 1,181 | 1,753 | |||||||||
| Employee-related liabilities | 21 | 46 | 44 | |||||||||
| Other non-current provisions | 22 | 415 | 415 | |||||||||
| Deferred tax | 31 | - | - | |||||||||
| Non-current liabilities | 1,641 | 2,212 | ||||||||||
| Borrowings | 18 | 785 | 2,692 | |||||||||
| Down-payments received | 19 | |||||||||||
| Trade payables | 19 | 25,898 | 17,714 | |||||||||
| Current tax liabilities | 3,116 | 1,476 | ||||||||||
| Other current liabilities | 23 | 16,503 | 11,643 | |||||||||
| Current liabilities | 46,302 | 33,525 | ||||||||||
|
Total equity and liabilities
|
106,277 | 79,575 | ||||||||||
| Page 2 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
B – CONSOLIDATED INCOME STATEMENT
|
(In thousands of euros)
|
Notes | 12/31/2015 | 12/31/2014 | |||||||
| Revenue | 24 | 105,468 | 87,012 | |||||||
| Cost of goods sold | (66,795) | (55,265) | ||||||||
| Other purchases and external expenses | 25 | (12,841) | (13,024) | |||||||
| Employee benefits expense | 26 | (4,760) | (4,434) | |||||||
| Taxes and duties other than income tax | (555) | (415) | ||||||||
| Charges to depreciation, amortization, provisions and impairment | 27 | 272 | (114) | |||||||
| Other operating income and expenses | 28 | - | (93) | |||||||
| Current operating income |
20,790 | 13,667 | ||||||||
| Other income and expenses | 29 | 82 | 31 | |||||||
| Net operating income | 20,872 | 13,699 | ||||||||
| Net finance costs | (75) | (117) | ||||||||
| Other financial income and expenses | (93) | 87 | ||||||||
| Net financial expense | 30 | (168) | (30) | |||||||
| Net income before tax | 20,705 | 13,669 | ||||||||
| Income tax expense | 31 | (6,632) | (4,569) | |||||||
| Share of net income of associates | - | - | ||||||||
| Net income for the year | 14,072 | 9,100 | ||||||||
| Attributable to non-controlling interests | 1 | 0 | ||||||||
| Attributable to owners of the Company | 14,071 | 9,100 | ||||||||
| Basic earnings per share (in euros) | 17 | 46.96 | 32.11 | |||||||
| Diluted earnings per share (in euros) | 17 | 46.96 | 32.11 | |||||||
| Page 3 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
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)
|
12/31/2015 | 12/31/2014 | ||||||||||
| Net income from continuing operations | 14,072 | 9,100 | ||||||||||
| Net fair value gains (losses) | - | 1,358 | ||||||||||
| Gains (losses) on foreign currency translation | - | - | ||||||||||
| Comprehensive income from continuing operations | 14,072 | 10,459 | ||||||||||
| Attributable to non-recurring interests | 1 | 0 | ||||||||||
| Attributable to owners of the Company |
14,071 | 10,459 | ||||||||||
| Basic comprehensive income per share - in euros |
17 | 46.96 | 36.90 | |||||||||
| Diluted comprehensive income per share - in euros |
17 | 46.96 | 36.90 | |||||||||
| Page 4 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
D – STATEMENT OF CASH FLOWS
|
(In thousands of euros)
|
Notes | 12/31/2015 | 12/31/2014 | |||||||||
| Net income of consolidated companies | 14,072 | 9,100 | ||||||||||
| - Charges to depreciation, amortization, provisions and impairment | (272) | 114 | ||||||||||
| - Income tax expense (income) | 31 | 6,632 | 4,569 | |||||||||
| - Net finance costs | 30 | 75 | 117 | |||||||||
| Operating cash flow before changes in operating working capital | 20,507 | 13,900 | ||||||||||
| - Change in operating working capital | (10,056) | (4,124) | ||||||||||
| - Income taxes paid | (6,632) | (4,569) | ||||||||||
| Cash flows from operating activities (Total I) | 3,819 | 5,207 | ||||||||||
| Investing activities | ||||||||||||
| Payments for intangible assets and property, plant and equipment | (169) | (174) | ||||||||||
| Payments for shares | - | - | ||||||||||
| Proceeds from disposal of intangible assets and property, plant and equipment | 25 | 54 | ||||||||||
| Change in loans and advances granted | - | (1) | ||||||||||
| Acquisitions/disposals of entities net of cash and cash equivalents acquired | - | - | ||||||||||
| Other impacts of changes in scope | - | - | ||||||||||
| Cash flows used in investing activities (Total II) | (144) | (121) | ||||||||||
| Financing activities | ||||||||||||
| Dividends paid to owners of the Company | - | (2,000) | ||||||||||
| Dividends paid to non-controlling interests in consolidated companies | - | - | ||||||||||
| Proceeds from issues of shares for cash | 1,782 | - | ||||||||||
| Treasury share repurchases and sales | - | (1,266) | ||||||||||
| Change in current accounts | (1,938) | 1,771 | ||||||||||
| Interest paid | (75) | (117) | ||||||||||
| Proceeds from borrowings | - | - | ||||||||||
| Repayments of borrowings | (588) | (3,683) | ||||||||||
| Cash flow used in financing activities (Total III) | (818) | (5,295) | ||||||||||
| Net increase (decrease) in cash and cash equivalents (I+II+III) | 2,857 | (209) | ||||||||||
| Cash and cash equivalents at the beginning of the year | 14,429 | 12,846 | ||||||||||
| Cash and cash equivalents at the end of the year | 15 | 15,928 | 14,429 | |||||||||
| Effects of exchange rate changes | (1,358) | 1,793 | ||||||||||
| Net increase (decrease) in cash and cash equivalents | 2,857 | (209) | ||||||||||
| Page 5 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Pursuant to IAS 7, the Group has elected to present the Statement of Cash Flows using the indirect method, commencing with net income.
Reconciliation of cash and cash equivalents in the Statement of Cash Flows and in the Statement of Financial Position
|
(In thousands of euros)
|
12/31/2015 | 12/31/2014 | ||||||||||
| Cash assets | (1) | 16,140 | 14,596 | |||||||||
| Cash liabilities | (2) | 212 | 166 | |||||||||
| Net cash and cash equivalents in the Statement of Financial Position | |
(1) - (2) |
|
15,928 | 14,429 | |||||||
| Cash and cash equivalents at the end of the year in the Statement of Cash Flows | 15,928 | 14,429 | ||||||||||
| Page 6 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
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 |
Total equity |
|||||||||||||||||||||
| As of December 31, 2013 | 296 | 16,511 | 19,828 | (434) | 36,201 | 11 | 36,212 | |||||||||||||||||||||
| Net income for the year ended December 31, 2014 | 9,100 | 9,100 | 9,100 | |||||||||||||||||||||||||
| Share capital increase (free share grant) | ||||||||||||||||||||||||||||
| Share capital reduction | (13) | 1 | (1,254) | (1,266) | (1,266) | |||||||||||||||||||||||
| Dividend distribution | (2,000) | (2,000) | (2,000) | |||||||||||||||||||||||||
| Movements in consolidated reserves (change in scope) | ||||||||||||||||||||||||||||
| Changes in foreign currency translation reserve | 1,793 | 1,793 | 1,793 | |||||||||||||||||||||||||
| As of December 31, 2014 | 283 | 16,512 | 25,674 | 1,358 | 43,828 | 11 | 43,839 | |||||||||||||||||||||
| Net income for the year ended December 31, 2015 | 14,071 | 14,071 | 1 | 14,072 | ||||||||||||||||||||||||
| Share capital increase | 16 | 1,766 | 1,782 | 1,782 | ||||||||||||||||||||||||
| Share capital reduction | ||||||||||||||||||||||||||||
| Dividend distribution | ||||||||||||||||||||||||||||
| Movements in consolidated reserves (change in scope) | (1) | (1) | (1) | |||||||||||||||||||||||||
| Changes in foreign currency translation reserve | (1,358) | (1,358) | (1,358) | |||||||||||||||||||||||||
| As of December 31, 2015 | 300 | 18,278 | 39,744 | 0 | 58,321 | 13 | 58,334 | |||||||||||||||||||||
| Page 7 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
F – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
Amounts are expressed in thousands of euros, unless otherwise indicated
| NOTE 1. GENERAL INFORMATION | 10 | |||
| NOTE 2. DECLARATION OF COMPLIANCE | 10 | |||
| NOTE 3. ACCOUNTING BASIS | 10 | |||
| NOTE 4. ACCOUNTING POLICIES | 11 | |||
| NOTE 5. MAJOR EVENTS OF THE PERIOD | 21 | |||
| NOTE 6. SUBSEQUENT EVENTS | 22 | |||
| NOTE 7. GOODWILL | 22 | |||
| NOTE 8. INTANGIBLE ASSETS | 23 | |||
| NOTE 9. PROPERTY, PLANT AND EQUIPMENT | 23 | |||
| NOTE 10. ASSET IMPAIRMENT | 24 | |||
| NOTE 11. FINANCIAL ASSETS | 25 | |||
| NOTE 12. INVENTORIES | 26 | |||
| NOTE 13. TRADE RECEIVABLES | 26 | |||
| NOTE 14. OTHER CURRENT ASSETS | 26 | |||
| NOTE 15. CASH AND CASH EQUIVALENTS | 26 | |||
| NOTE 16. SHARE CAPITAL | 27 | |||
| NOTE 17. EARNINGS PER SHARE | 27 | |||
| NOTE 18. BORROWINGS | 28 | |||
| NOTE 19. FINANCIAL LIABILITIES BY CATEGORY | 29 | |||
| NOTE 20. FINANCIAL RISK MANAGEMENT | 30 | |||
| NOTE 21. RETIREMENT COMMITMENTS AND SIMILAR OBLIGATIONS | 31 | |||
| NOTE 22. OTHER PROVISIONS | 31 | |||
| NOTE 23. OTHER CURRENT LIABILITIES | 32 | |||
| NOTE 24. REVENUE | 32 | |||
| NOTE 25. OTHER PURCHASES | 32 | |||
| NOTE 26. EMPLOYEE BENEFITS EXPENSE | 33 | |||
| NOTE 27. CHARGES TO DEPRECIATION, AMORTIZATION, PROVISIONS AND IMPAIRMENT | 33 | |||
| NOTE 28. OTHER OPERATING INCOME AND EXPENSES | 33 | |||
| NOTE 29. OTHER INCOME AND EXPENSES | 33 | |||
| NOTE 30. NET FINANCIAL EXPENSE | 33 | |||
| NOTE 31. INCOME TAX EXPENSE | 34 | |||
| NOTE 32. RELATED-PARTY DISCLOSURES | 35 | |||
| NOTE 33. FINANCE LEASE COMMITMENTS | 36 | |||
| NOTE 34. COMMITMENTS AND CONTINGENT LIABILITIES | 36 | |||
| Page 8 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
| NOTE 35. OPERATING SEGMENTS | 37 | |||
| NOTE 36. EMPLOYEES | 37 | |||
| NOTE 37. CONSOLIDATED COMPANIES AS OF DECEMBER 31, 2015 | 37 | |||
| Page 9 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
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 financial statements cover the 12-month period from January 1, 2015 to December 31, 2015.
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. The Group applies all the standards and interpretations in effect at the year-end.
Recent changes in IFRS (see below) did not have a material impact on the Group’s consolidated financial statements.
|
Standard or interpretation
|
Amendment
|
| AMENDMENT RESULTING FROM THE IFRS ANNUAL IMPROVEMENT PROCESS | ||
| Amendment to IAS 1 | Presentation of financial statements | |||
Pursuant to Article 2 of Commission Regulation (EU) no. 149/2011, the Group applied the above amendments in preparing the financial statements for the reporting period.
The Group has not elected to adopt early the standards, interpretations and amendments published by the IASB but not yet adopted by the European Union or which enter into effect after December 31, 2015.
Note 3. ACCOUNTING BASIS
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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.
The list of consolidated companies is presented in Note 37.
Preparation and presentation of the financial statements
The financial statements for the year ended December 31, 2015 and the notes thereto were adopted by the Board of Directors on September 22, 2017.
Note 4. ACCOUNTING POLICIES
| 4.1. General measurement methods |
The Group consolidated financial statements are prepared on a historical cost basis, with the exception of certain financial instruments measured at fair value. They are also prepared on a going concern basis.
| 4.2. Use of estimates |
The preparation of financial statements in accordance with International Financial Reporting Standards (IFRS) involves the use of estimates and assumptions by Group Management which impact the accounting value of certain asset, liability, income and expense items and information disclosed in certain notes to the financial statements.
These assumptions are uncertain in nature and future values could differ from these estimates. The Group regularly reviews estimates and assessments to take account of past experience and integrate factors considered relevant with respect to economic conditions.
The main accounts and disclosures concerned by significant estimates are goodwill, financial assets and provisions for contingencies and losses.
| 4.3. Consolidation method |
All companies draw up their financial statements to December 31.
Subsidiaries
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Subsidiaries are companies controlled by the Group. They are fully consolidated from the date control is obtained to the date control is transferred outside the Group. The Group is deemed to control a subsidiary where it holds the power, directly or indirectly, to govern its financial and operating policies so as to obtain the benefits of its activities. Companies are generally considered to be controlled by Robopolis where it holds, directly or indirectly, more than 50% of voting rights.
The consolidated financial statements include all assets, liabilities, income and expenses of the subsidiary. Equity and net income are split between amounts attributable to owners of the Company and amounts attributable to minority shareholders (non-controlling interests).
Financial statements are consolidated from the date of acquisition of control to the date control is lost.
Robopolis only has subsidiaries. It does not hold any interests in joint ventures and does not exercise significant influence over any other entity.
Transactions eliminated
Commercial and financial transactions and balances and the results of inter-company transactions are eliminated on consolidation.
| 4.4. Business combinations |
Goodwill
Any positive difference between the acquisition cost of a business combination and the interest in the fair value of identifiable assets and liabilities at the date of acquisition of control is recognized in assets in goodwill. Any negative difference is recognized immediately in profit or loss for the period.
Goodwill is not amortized. Impairment tests are performed at least once annually and more frequently where there is indication that an impairment loss may have occurred. Testing procedures seek to ensure that the recoverable amount of a Cash-Generating Unit (CGU) to which goodwill is allocated is at least equal to its net carrying amount.
A cash-generating unit is a distinguishable component of the Group that is engaged in providing products or services and that is subject to risks and returns that are different from those of other CGUs. The following criteria are considered when identifying CGUs:
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| - | how management monitors the entity’s operations or how management makes decisions about continuing or disposing of the entity’s assets and operations, |
| - | if an active market exists for all or part of the output produced by the asset or group of assets, |
| - | the independent nature of the CGU with regard to its management team, strategy and market. |
As the Group has a uniform business, with flows exposed to the same risks and return, a single CGU has been identified. Goodwill is therefore allocated to this CGU in assets.
Non-controlling interests
Non-controlling interests are recognized based on the fair value of net assets purchased.
Acquisitions of non-controlling interests are equal to the difference between the consideration paid and the carrying amount of net assets purchased.
Following the changes introduced by IAS 27 revised, subsidiary losses may be allocated to non-controlling interests even where the minority’s interest in the subsidiary’s equity is negative.
| 4.5. Foreign currency translation |
Foreign currency-denominated transactions
Foreign currency-denominated transactions are translated into euros at the rates of exchange prevailing at the transaction dates.
Financial statements presented in foreign currencies
All Group companies present their assets and liabilities in euros. All foreign subsidiaries were located in the euro zone at the reporting date.
| 4.6. Intangible assets |
Measurement
Intangible assets are carried at acquisition cost net of accumulated amortization and any impairment.
Amortization
Amortization is calculated on a straight-line basis over an average useful life of 3 years.
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| 4.7. Property, plant and equipment |
Measurement
Property, plant and equipment are carried at acquisition cost net of accumulated depreciation and any impairment recognized in accordance with IAS 36, Impairment of assets.
The cost of borrowings that finance assets over a long period of commissioning or production are not added to the entry cost of such assets and are expensed to profit or loss of the period.
Any major asset components with a useful life that is less than the useful life of the main asset are identified and depreciated over their own useful life. Recurring maintenance costs and maintenance costs that do not meet the criteria for recognition in accordance with the components approach are expensed to profit or loss in the period incurred.
Depreciation
Property, plant and equipment are depreciated on a straight-line basis over the following useful lives.
Land is not depreciated.
| - | Building fixtures and improvements | 10 years | ||||||
| - | Office furniture | 4 years | ||||||
| - | Vehicles | 5 years | ||||||
| - | Computer hardware | 3 years | ||||||
Other
The Group did not receive any investment grants during the year.
Leases
Assets purchased under finance leases transferring to the Group substantially all the risks and rewards of ownership are recognized in balance sheet assets at their fair value or, if lower, at the present value of the minimum lease payments. The corresponding liability is recorded in financial liabilities.
Lease payments are apportioned between interest expense and amortization of the lease obligation so as to obtain a constant interest rate on the balance of the loan liability.
Assets purchased under finance lease are depreciated over the shorter of their useful life in accordance with Group rules and the lease term. They are tested for impairment annually in accordance with IAS 36, Impairment of assets.
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Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are expensed on a straight-line basis over the lease term.
| 4.8. Impairment of intangible assets and property, plant and equipment |
The Group reviews the carrying amounts of assets to identify any impairment losses:
| - | intangible assets with indefinite useful lives and goodwill: at the end of each reporting period; |
| - | other assets: where there is indication that the asset may be impaired. |
An impairment is recognized if the recoverable amount of an asset falls below its carrying amount. The recoverable amount of an asset (or group of assets) is the higher of its fair value less costs of disposal and its value in use.
The value in use is equal to the present value of the future cash flows expected to be derived from the asset (or group of assets) and its disposal. The Group uses forecast cash flows that are consistent with forecast business plans prepared by management.
The discount rate used reflects current market assessments of the time value of money and the risks specific to the asset or group of assets. It is based on the current market risk-free rate of interest, equal to the time value of money plus the margin necessary to cover the risk specific to the asset.
The discount rate is applied to post-tax cash flows, producing identical recoverable amounts to those obtained by applying pre-tax rates to pre-tax cash flows.
Any impairment losses are recognized directly in operating profit or loss.
Impairment tests have been performed on goodwill. The results were satisfactory and no impairment was recognized.
| 4.9. Inventories and WIP |
The Group has no production activity.
Goods and other supplies are carried at purchase price plus incidental expenses, net of any rebates and discounts obtained and valued using the weighted average unit cost method. Goods are impaired where necessary to reflect any risk of obsolescence. Impairment is recognized where the recoverable value falls below the carrying amount.
As of December 31, 2015, inventory had a gross carrying amount of:
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K€22,944
Impairment totaled:
K€348
Giving a carrying amount net of impairment of:
K€22,596
| 4.10. Trade receivables |
Trade receivables are current financial assets.
They are recognized in the initial amount of invoices, net of any impairment provisions for irrecoverable amounts. The amount of doubtful receivables is estimated when the recovery in full of a receivable is no longer considered probable. Irrecoverable receivables are recognized as a loss when identified.
| 4.11. Other financial instruments |
Classification of asset financial instruments
Financial assets are classified in one of the following categories as appropriate:
| - | financial assets at fair value through profit or loss, |
| - | loans and receivables, |
| - | held-to-maturity investments, or |
| - | available-for sale financial assets. |
The Group determines the classification of financial assets on their initial recognition and reviews this classification at each year-end when authorized and appropriate.
All investments are initially recognized at fair value, including investment acquisition costs.
Investments classified in the “fair value through profit or loss” and “available-for-sale” categories are remeasured to fair value at each reporting date.
Financial assets held by the Group relate exclusively to contractual receivables, measured at amortized cost at each reporting date and recorded net of any impairment.
The Group does not use derivative instruments.
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Classification of liability financial instruments
Financial liabilities are classified, as appropriate, in financial liabilities at amortized cost or financial liabilities at fair value through profit or loss.
| 4.12. Cash and cash equivalents |
Cash and cash equivalents include liquid assets and short-term investments with an initial maturity of less than three months at the acquisition date. Short-term investments are marked-to-market at each reporting date.
Cash equivalents do not include commitments in respect of transactions hedging foreign-currency purchases of goods. Only the unrealized exchange gain or loss previously taken to equity is now recorded in the Income Statement (ineffective hedge at the reporting date).
| 4.13. Employee benefits |
Pension plans
The Group provides supplementary pensions or other long-term benefits to employees, in accordance with customary or legal requirements. It offers these benefits through defined contribution or defined benefit plans.
In the case of defined-contribution plans, the Group’s only obligation is the payment of premiums. Contributions paid to the plans are recognized as expenses of the period. If applicable, provisions are recognized for outstanding contributions at the reporting date. The commitments presented in Note 21 solely concern employee remuneration. No assets are held to cover these commitments.
Type of commitments
| - | Retirement termination payments |
Termination payments are due by French Group entities under the industry collective bargaining agreement. They comprise retirement termination payments and end-of-career payments paid on voluntary retirement or when an employee reaches the legal retirement age.
| - | Supplementary pension plans |
Provisions are recognized for retirement commitments and similar obligations arising from defined benefit plans and are measured based on an actuarial calculation performed at least once a year. These commitments solely concern retirement termination payments. The projected unit credit method is applied as follows: each period of service creates an additional unit of benefit
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entitlement, and each of these units is measured separately to determine the Group’s employee benefit obligation.
The calculations take into account the specific features of the various plans and assumptions for the retirement date, career advancement, salary increases, as well as the probability of the employee still being employed by the Group at retirement age (turnover rates, mortality tables, etc.).
The obligation is discounted based on interest rates on long-term bonds issued by companies with the highest credit ratings. The obligation is provided net of any plan assets measured at fair value.
Actuarial gains and losses are generated by changes in assumptions and are recognized in profit or loss.
The net expense for retirement commitments and similar obligations is recorded in net operating income of the period, except for any discounting expense recorded in net financial expense.
| 4.14. Other provisions |
A provision is recognized when, at the reporting date, the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying future economic benefit will be required to settle the obligation.
Provisions are discounted to present value if the time value of money is material. The related increase in the provisions is recognized as a financial expense.
In the case of restructuring, a provision may be recognized only if, at the reporting date, the Company has announced the restructuring and drawn up a detailed plan or started to implement the plan.
Provisions are booked with regard to disputes (industrial tribunals, tax audits, customer disputes, etc.) if the Group has an uncontested obligation to a third party at the reporting date. They are determined based on the best estimate of the expense likely to be required to settle the obligation.
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| 4.15. Borrowings |
Interest-bearing borrowings are recorded at the initial nominal value less related transaction costs. At each reporting date, financial liabilities are then measured at amortized cost using the effective interest rate method.
Borrowings are broken down between:
| - | current liabilities, comprising the portion to be repaid in the twelve months following the reporting date; |
| - | non-current liabilities for the portion maturing in more than twelve months. |
Foreign exchange risk
The majority of Group sales are performed in euros, while purchases are generally denominated in U.S. dollars. The transactions performed by Group companies therefore generate a foreign exchange position.
Generally speaking, the Group systematically hedges foreign exchange risk arising on transactions performed in a currency other than the euro (notably the U.S. dollar). The Group hedges its foreign exchange risk through forward purchases of currency corresponding to budget estimates for purchases of goods.
Foreign exchange hedges are recorded at fair value, with the effective portion of gains and losses taken to equity and the ineffective portion of gains and losses taken to profit or loss in accordance with IAS 39. Current borrowings do not therefore include all commitments resulting from transactions hedging foreign currency purchases of goods but only any related unrealized exchange gains or losses.
The balance sheet accounts impacted by these transaction are presented in Notes 15 and 18.
| 4.16. Trade payables and other creditors |
Trade and other payables are recognized in the amount of the cash or consideration received, that is at the transaction price. They represent financial liabilities.
| 4.17. 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.
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.
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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.
| 4.18. 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.
| 4.19. Current operating income |
The income statement format used by the Group employs a classification by expense.
Current operating income is equal to the difference between pre-tax income and expenses other than:
| - | other income and expenses; |
| - | financial items; |
| - | net income of associates; |
| - | income or losses from discontinued operations or assets held for sale. |
Any “Employee statutory profit-sharing” is included in the employee benefits expense.
Net operating income is equal to current operating income adjusted for other income and expenses that are unusual in nature or occur rarely and particularly:
| - | impairment of goodwill and non-current assets; |
| - | significant restructuring expenses, or expenses related to adjustments to headcount as a result of major events or decisions; |
| - | capital gains or losses on disposals of non-current assets; |
| - | significant income and expenses resulting from litigation. |
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| 4.20. Earnings per share |
Earnings per share are calculated by dividing Group consolidated net income or loss by the weighted average number of shares outstanding during the period.
| 4.21. 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”.
IFRS 8 on segment reporting, which entered into mandatory effect for fiscal years beginning on or after January 1, 2009, only requires one level of segment reporting. A breakdown by geographic region is therefore no longer presented.
The Group operates exclusively in the euro zone. Its subsidiaries are located in Spain, Belgium, Germany, the Netherlands and Austria.
Note 5. MAJOR EVENTS OF THE PERIOD
In May 2015, Robopolis SAS created a wholly-owned distribution subsidiary in Austria. This region was previously covered by the Group’s German subsidiary.
Robopolis SAS performed a share capital increase for cash reserved for Group operating management. 16,200 shares were created and issued at a price of €110 each, representing a total of €1,782,000, in accordance with the deliberations of the shareholders’ meeting of December 31, 2014.
There were no other major events during the period.
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Note 6. SUBSEQUENT EVENTS
At the beginning of 2016 Robopolis decided to go direct on the Austrian Market through its subsidiary Robopolis Austria GMBH.
In May 2016 Robopolis established a new 100 % subsidiary in Portugal and launched the direct activity at the end of June 2016. The company’s development also involved a number of asset disposals.
On December 31, 2016, Robopolis SAS purchased 46,728 of its own shares at a unit price of €334,409 per share, in order to cancel them. The consideration was settled partly in cash and partly via vendor credit.
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 with iRrobot, 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 to sell all hedging positions before the closing.
As of today, ROBOPOLIS sold a third of the related position and plan to sell all remaining positions before the end of the month, as requested by the SPA. The total estimated costs for Robopolis to sell all hedging position is approximately 5 million Euros.
Note 7. GODWILL
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Breakdown of goodwill (net carrying amount)
| Company or group | Year of acquisition |
Currency | 12/31/2015 | 12/31/2014 | ||||||||||||
| RRDS SL (formerly GES, Spain) | 2010 | K€ | 4,846 | 4,846 | ||||||||||||
| Robopolis GmbH (formerly Klein, Germany) | 2011 | K€ | 6,281 | 6,281 | ||||||||||||
| Robopolis SPRL (formerly Diapro, Belgium) | 2011 | K€ | 1,045 | 1,045 | ||||||||||||
| Asimotion BV (Netherlands) | 2012 | K€ | 1,118 | 1,118 | ||||||||||||
| Net carrying amount | 13,291 | 13,291 | ||||||||||||||
Note 8. INTANGIBLE ASSETS
| (In thousands of euros) | Software | Websites | Trademarks | Total | ||||||||||||
| Opening gross carrying amount | 492 | 127 | 3 | 622 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | (6) | (6) | ||||||||||||||
| Reclassifications | 12 | (10) | 2 | |||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Acquisitions | 14 | 8 | 22 | |||||||||||||
| Closing gross carrying amount | 513 | 125 | 3 | 640 | ||||||||||||
| Opening accumulated amortization | 396 | 89 | 0 | 485 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | (6) | (6) | ||||||||||||||
| Reclassifications | 9 | (9) | ||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Charge to amortization | 50 | 31 | 80 | |||||||||||||
| Closing accumulated amortization | 449 | 110 | 0 | 559 | ||||||||||||
| Opening net carrying amount | 96 | 38 | 3 | 138 | ||||||||||||
| Closing net carrying amount | 64 | 15 | 3 | 81 | ||||||||||||
Note 9. PROPERTY, PLANT AND EQUIPMENT
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| (In thousands of euros) | Land and buildings |
General
|
Office and IT equipment, furniture |
Total | ||||||||||||
| Opening gross carrying amount | 637 | 279 | 648 | 1,564 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | (106) | (106) | ||||||||||||||
| Reclassifications | (2) | (2) | ||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Acquisitions | 3 | 129 | 131 | |||||||||||||
| Closing gross carrying amount | 637 | 281 | 668 | 1,587 | ||||||||||||
| Opening accumulated depreciation | 67 | 108 | 366 | 542 | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Disposals / exits | (81) | (81) | ||||||||||||||
| Reclassifications | (2) | 2 | ||||||||||||||
| Changes in consolidation scope | ||||||||||||||||
| Charge to depreciation | 15 | 29 | 103 | 147 | ||||||||||||
| Closing accumulated depreciation | 83 | 135 | 390 | 609 | ||||||||||||
| Opening net carrying amount | 570 | 171 | 282 | 1,021 | ||||||||||||
| Closing net carrying amount | 554 | 147 | 278 | 978 | ||||||||||||
Note 10. ASSET IMPAIRMENT
The impairment test methodology is presented in Note 4.8, Impairment losses. Recoverable amounts were calculated based solely on value in use and the Group’s most recent business plan.
Impairment tests did not result in the recognition of any asset impairment.
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Note 11. FINANCIAL ASSETS
The different financial instrument categories are presented at net carrying amount below.
As of December 31, 2015
| (In thousands of euros) | As of 12/31/2015 |
Available- for sale |
Loans and receivables |
Held-to- maturity investments |
Financial assets at fair value through profit or loss |
Assets outside IAS 39 scope |
||||||||||||||||||
| Goodwill |
13,291 | - | - | - | - | 13,291 | ||||||||||||||||||
| Intangible assets |
81 | - | - | - | - | 81 | ||||||||||||||||||
| Property, plant and equipment | 978 | - | - | - | - | 978 | ||||||||||||||||||
| Financial assets |
186 | - | 186 | - | - | - | ||||||||||||||||||
| Deferred tax assets | 116 | - | - | - | - | 116 | ||||||||||||||||||
| Non-current assets | 14,652 | - | 186 | - | - | 14,466 | ||||||||||||||||||
| Inventories |
22,596 | - | - | - | - | 22,596 | ||||||||||||||||||
| Trade receivables |
43,686 | - | 43,686 | - | - | - | ||||||||||||||||||
| Other current assets |
9,204 | - | 9,204 | - | - | - | ||||||||||||||||||
| Current tax assets |
- | - | - | - | - | - | ||||||||||||||||||
| Cash and cash equivalents | 16,140 | - | 16,140 | - | - | - | ||||||||||||||||||
| Current assets | 91,626 | - | 69,030 | - | - | 22,596 | ||||||||||||||||||
As of December 31, 2014
| (In thousands of euros) | As of 12/31/2014 |
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 |
13,291 | - | - | - | - | 13,291 | ||||||||||||||||||
| Intangible assets |
138 | - | - | - | - | 138 | ||||||||||||||||||
| Property, plant and equipment | 1,021 | - | - | - | - | 1,021 | ||||||||||||||||||
| Financial assets |
179 | - | 179 | - | - | - | ||||||||||||||||||
| Deferred tax assets | 178 | - | - | - | - | 178 | ||||||||||||||||||
| Non-current assets | 14,808 | - | 179 | - | - | 14,628 | ||||||||||||||||||
| Inventories |
17,368 | - | - | - | - | 17,368 | ||||||||||||||||||
| Trade receivables |
28,585 | - | 28,585 | - | - | - | ||||||||||||||||||
| Other current assets |
4,220 | - | 4,220 | - | - | - | ||||||||||||||||||
| Current tax assets |
- | - | - | - | - | - | ||||||||||||||||||
| Cash and cash equivalents | 14,596 | - | 14,596 | - | - | - | ||||||||||||||||||
| Current assets | 64,768 | - | 47,400 | - | - | 17,368 | ||||||||||||||||||
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Note 12. INVENTORIES
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Goods | 22,944 | 18,321 | ||||||
| Impairment | (348) | (954) | ||||||
| Total | 22,596 | 17,368 | ||||||
Note 13. TRADE RECEIVABLES
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Trade receivables | 44,051 | 28,856 | ||||||
| Impairment | (365) | (271) | ||||||
| Total | 43,686 | 28,585 | ||||||
Note 14. OTHER CURRENT ASSETS
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Advances on supplier invoices and credit notes receivable | 6,265 | 2,307 | ||||||
| Tax and employee-related receivables | 2,858 | 1,750 | ||||||
| Other receivables | 14 | 83 | ||||||
| Prepaid expenses | 67 | 80 | ||||||
| Total | 9,204 | 4,220 | ||||||
Note 15. CASH AND CASH EQUIVALENTS
|
(In thousands of euros)
|
12/31/2015 | Change | 12/31/2014 | |||||||||
| Investment securities | - | - | - | |||||||||
| Bank guarantees | - | - | - | |||||||||
| Hedging instruments | - | (1,358 | ) | 1,358 | ||||||||
| Cash at bank and in hand | 16,140 | 2,903 | 13,237 | |||||||||
| Cash and cash equivalents | 16,140 | 1,545 | 14,596 | |||||||||
| Hedging instruments | (188 | ) | (188 | ) | - | |||||||
| Overdrafts and short-term bank borrowings | (24 | ) | 142 | (166 | ) | |||||||
| Breakdown of hedging instruments: | ||||||||||||
| Hedging instruments - Assets | - | (1,358 | ) | 1,358 | ||||||||
| Hedging instruments - Liabilities | - | - | - | |||||||||
| Difference in consolidated equity | - | (1,358 | ) | 1,358 | ||||||||
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The asset/liability difference resulted from differences between closing exchange rates and the hedging rates of financial instruments (included in the consolidated financial statements until 2012).
This difference was taken to profit or loss as of December 31, 2015 as the hedge was ineffective.
See Note 4.15
Note 16. SHARE CAPITAL
Following the share capital increase detailed in Note 5, the share capital comprises 299,639 fully paid-up shares with a par value of €1 each.
The Company does not hold any of its own shares.
Note 17. EARNINGS PER SHARE
|
12/31/2015
|
12/31/2014
|
|||||||
| Net income (loss) attributable to owners of the Company (in € thousands) | 14,071 | 9,100 | ||||||
| Weighted average number of shares | 299,639 | 283,439 | ||||||
| Earnings per share (in euros) | 46.96 | 32.11 | ||||||
| Net income (loss) attributable to owners of the Company (in € thousands) | 14,071 | 9,100 | ||||||
| Weighted average number of shares | 299,639 | 283,439 | ||||||
| Adjustments for dilutive instruments | - | - | ||||||
| Number of shares for calculating diluted earnings per share | 299,639 | 283,439 | ||||||
| Diluted earnings per share | 46.96 | 32.11 | ||||||
| Page 27 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 18. BORROWINGS
Group net borrowings break down as follows:
| (In thousands of euros) | Less than 1 year |
1 to 5 years |
More than 5 years |
12/31/2015 | 12/31/2014 | |||||||||||||||
| Bank borrowings | 286 | 895 | - | 1,181 | 1,753 | |||||||||||||||
| Non-current borrowings | 286 | 895 | - | 1,181 | 1,753 | |||||||||||||||
| Bank borrowings | 573 | - | - | 573 | 588 | |||||||||||||||
| Shareholder current accounts | - | - | - | - | 1,938 | |||||||||||||||
| Hedging instruments | 188 | - | - | 188 | - | |||||||||||||||
| Overdrafts and short-term bank borrowings | 24 | - | - | 24 | 166 | |||||||||||||||
| Current borrowings | 785 | - | - | 785 | 2,692 | |||||||||||||||
| Total borrowings | 1,071 | 895 | - | 1,966 | 4,446 | |||||||||||||||
| Investment securities | - | - | ||||||||||||||||||
| Bank guarantees | - | - | ||||||||||||||||||
| Hedging instruments | - | (1,358) | ||||||||||||||||||
| Cash at bank and in hand | (16,140) | (13,237) | ||||||||||||||||||
| Cash and cash equivalents | (16,140) | (14,596) | ||||||||||||||||||
| Net debt | (14,174) | (10,150) | ||||||||||||||||||
The decrease in current borrowings is due to :
| - | a reduction in the debt of all Group companies; |
| - | the payment in 2015 of the dividend distribution decided in 2014; |
| - | see Note 4.15. |
| Page 28 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 19. FINANCIAL LIABILITIES BY CATEGORY
As of December 31, 2015
| (In thousands of euros) | As of 12/31/2015 |
Financial liabilities at amortized cost |
Financial
|
Cash flow hedges |
Liabilities outside IAS 39 scope |
|||||||||||||||
| Borrowings | 1,181 | 1,181 | - | - | - | |||||||||||||||
| Employee-related liabilities | 46 | - | - | - | 46 | |||||||||||||||
| Other non-current provisions | 415 | - | - | - | 415 | |||||||||||||||
| Non-current liabilities | 1,641 | 1,181 | - | - | 460 | |||||||||||||||
| Borrowings | 785 | 785 | - | - | - | |||||||||||||||
| Down-payments received | - | - | - | |||||||||||||||||
| Trade payables | 25,898 | 25,898 | - | - | - | |||||||||||||||
| Current tax liabilities | 3,116 | - | - | - | 3,116 | |||||||||||||||
| Current liabilities | 16,503 | - | - | - | 16,503 | |||||||||||||||
| Current liabilities | 46,301 | 26,683 | - | - | 19,619 | |||||||||||||||
As of December 31, 2014
| (In thousands of euros) | As of 12/31/2014 |
Financial liabilities at amortized cost |
Financial
|
Cash flow hedges |
Liabilities outside IAS 39 scope |
|||||||||||||||
| Borrowings | 1,753 | 1,753 | - | - | - | |||||||||||||||
| Employee-related liabilities | 44 | - | - | - | 44 | |||||||||||||||
| Other non-current provisions | 415 | - | - | - | 415 | |||||||||||||||
| Non-current liabilities | 2,212 | 1,753 | - | - | 459 | |||||||||||||||
| Borrowings | 2,692 | 2,692 | - | - | - | |||||||||||||||
| Down-payments received | - | - | - | |||||||||||||||||
| Trade payables | 17,714 | 17,714 | - | - | - | |||||||||||||||
| Current tax liabilities | 1,476 | - | - | - | 1,476 | |||||||||||||||
| Current liabilities | 11,643 | - | - | - | 11,643 | |||||||||||||||
| Current liabilities | 33,525 | 20,406 | - | - | 13,119 | |||||||||||||||
Financial liabilities are recognized at fair value.
| Page 29 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 20. FINANCIAL RISK MANAGEMENT
Financial risk management is based on specific risk strategies for interest rate, foreign exchange, liquidity and credit risks.
Foreign exchange risk
See Note 4.15
Interest rate risk
The Group is generally only exposed to very limited interest rate risk. Group management does not therefore consider it necessary to implement a hedging strategy to mitigate or neutralize this risk.
Liquidity risk
The Group could be exposed to liquidity risk if all available import credit facilities are used. Assessed with respect to the Group’s financial structure, liquidity risk is considered non-existent at the reporting date.
Credit risk
In the majority of cases, sales are performed subject to a retention of ownership clause.
The credit risk is relatively low.
The Group considers that the accounting value of all financial assets and liabilities may be deemed the most representative of market value.
| Page 30 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 21. RETIREMENT COMMITMENTS AND SIMILAR OBLIGATIONS
Change in retirement commitments
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Opening balance | 44 | 25 | ||||||
| Charge | 1 | 19 | ||||||
| Utilizations and reversals | - | - | ||||||
| Closing balance | 46 | 44 | ||||||
The above retirement commitments only concern the parent company. Retirement commitments of other Group companies are not material.
Underlying assumptions
| 12/31/2015 | 12/31/2014 | |||
| Discount rate | 1.66% | 1.66% | ||
| Rate of salary increase | 5% declining | 5% declining | ||
| Employee turnover | 10% declining over 50 years |
10% declining over 50 years | ||
| Mortality table | TG 05 | TG 05 | ||
| Retirement age | 60 years | 60 years | ||
| Social security contribution rate | 40% | 40% | ||
| Type of departure | Voluntary | Voluntary |
The wholesale sector collective bargaining agreement is applicable in France.
Note 22. OTHER PROVISIONS
Change in other provisions
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Opening balance | 415 | 415 | ||||||
| Charge | ||||||||
| Utilizations and reversals | ||||||||
| Closing balance | 415 | 415 | ||||||
| Page 31 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 23. OTHER CURRENT LIABILITIES
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Tax and employee-related liabilities | 4,170 | 3,354 | ||||||
| Other liabilities | 9,946 | 8,235 | ||||||
| Deferred income | 2,386 | 53 | ||||||
| Total | 16,503 | 11,643 | ||||||
Note 24. REVENUE
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Sales of goods | 105,352 | 86,870 | ||||||
| Sales of services | 116 | 142 | ||||||
| Total | 105,468 | 87,012 | ||||||
Revenue totaled K€105,468 in fiscal year 2015, up over 21% on fiscal year 2014 revenue of K€87,012.
Note 25. OTHER PURCHASES
| (In thousands of euros) |
12/31/2015
|
12/31/2014
|
||||||
| Supplies | 538 | 677 | ||||||
| Out-sourcing | 1,397 | 1,173 | ||||||
| Rental | 541 | 610 | ||||||
| Maintenance | 107 | 99 | ||||||
| Insurance | 288 | 222 | ||||||
| Fees | 2,848 | 2,460 | ||||||
| Advertising | 3,660 | 4,234 | ||||||
| Transport | 2,435 | 2,549 | ||||||
| Travel | 558 | 559 | ||||||
| Post and telecommunications | 131 | 128 | ||||||
| Bank services | 341 | 313 | ||||||
| Other purchases | 12,844 | 13,024 | ||||||
| Page 32 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 26. EMPLOYEE BENEFITS EXPENSE
| (In thousands of euros) | 12/31/2015 | 12/30/2014 | ||||||
| Wages and salaries | 3,596 | 3,282 | ||||||
| Social security contributions | 1,164 | 1,152 | ||||||
| Total | 4,760 | 4,434 | ||||||
Note 27. CHARGES TO DEPRECIATION, AMORTIZATION, PROVISIONS AND IMPAIRMENT
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Charge to depreciation/amortization | 227 | 302 | ||||||
| Net charge to / (reversal of) impairment on financial assets | 9 | (16) | ||||||
| Net charge to / (reversal of) impairment on current assets | (511) | (191) | ||||||
| Net charge to / (reversal of) provisions for contingencies and losses | 2 | 18 | ||||||
| Total | (272) | 114 | ||||||
Note 28. OTHER OPERATING INCOME AND EXPENSES
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Other operating income and expenses | - | (93) | ||||||
| Total | - | (93) | ||||||
Note 29. OTHER INCOME AND EXPENSES
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Other income | 142 | 128 | ||||||
| Other expenses | (60) | (96) | ||||||
| Total | 82 | 31 | ||||||
Note 30. NET FINANCIAL EXPENSE
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||
| Gross finance costs | (75) | (117) | ||
| Interest income | - | - | ||
| Net finance costs | (75) | (117) | ||
| Other financial income and expenses | 96 | 85 | ||
| Foreign exchange gains (losses) | (188) | 3 | ||
| Net financial expense | (168) | (29) |
| Page 33 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 31. INCOME TAX EXPENSE
The income tax expense breaks down as follows (in thousands of euros):
| 12/31/2015 | 12/31/2014 | |||
| Current tax | 6,570 | 4,663 | ||
| Deferred tax | 63 | (94) | ||
|
|
| |||
| Income tax expense |
6,632 | 4,569 | ||
Reconciliation of the theoretical income tax expense and the income tax expense recognized in profit or loss
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Net income before tax and minority interests |
20,705 | 13,669 | ||||||
| Income tax rate (theoretical parent company rate) | 33.33% | 33.33% | ||||||
| Theoretical income tax expense | 6,902 | 4,556 | ||||||
| Effect of different tax rates of foreign companies | (474) | (160) | ||||||
| Effect of unused tax losses not recognized as deferred tax assets | ||||||||
| Effect of additional contributions | 73 | 114 | ||||||
| Adjustments to prior years | ||||||||
| Other | 131 | 59 | ||||||
| Income tax expense recognized in profit or loss | 6,632 | 4,569 | ||||||
| Change in deferred tax assets | ||||||||
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Opening balance | 178 | 84 | ||||||
| (Expense) Income | (63) | 94 | ||||||
| Closing balance | 116 | 178 | ||||||
| Change in deferred tax liabilities | ||||||||
| None. |
||||||||
| Breakdown of deferred tax assets | ||||||||
| (In thousands of euros) | 12/31/2015 | 12/31/2014 | ||||||
| Temporary differences | 100 | 164 | ||||||
| Permanent differences | 15 | 15 | ||||||
| Deferred tax assets (liabilities) | 116 | 178 | ||||||
| Page 34 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Deferred tax assets and liabilities
| As of 12/31/2015 | Assets | Liabilities | Net | |||
| Security acquisition costs | 11 | - | 11 | |||
| Provisions for retirement commitments | 15 | - | 15 | |||
| Other provisions | 92 | 2 | 92 | |||
| Deferred tax assets (liabilities) | 117 | 2 | 115 |
Note 32. RELATED-PARTY DISCLOSURES
Other than compensation granted to executives of K€112, the main transactions that could impact the financial position or results of the Group are presented below:
| Related party |
Group company concerned |
Type of transaction | Amount invoiced for fiscal year ended 12/31/2015 |
Balance as
|
||||||||
| Aventalis |
Robotica de Servicio SL (Spain) | Purchase of services |
90 | 50 | ||||||||
| IRA, SL |
Robotica de Servicio SL (Spain) | Sale of services |
12 | - | ||||||||
| IRA, SL |
Robotica de Servicio SL (Spain) | Purchase of services |
526 | 150 | ||||||||
| Klein AG |
Robopolis GmbH | Purchase of services |
274 | - | ||||||||
| Kein & More |
Robopolis GmbH | Purchase of services |
342 | 26 | ||||||||
| Kein & More |
Robopolis GmbH | Sale of services |
2 | - | ||||||||
| Make Consult |
Robopolis SPRL (Belgium) | Purchase of services |
126 | - | ||||||||
| Maos Consult |
Robopolis SPRL (Belgium) | Purchase of services |
126 | - | ||||||||
| Finant Hold. |
Robopolis BV (Netherlands) | Purchase of services |
120 | - | ||||||||
| Finant Hold. |
Robopolis BV (Netherlands) | Sale of services |
5 | - | ||||||||
| Masbra Hold. |
Robopolis BV (Netherlands) | Purchase of services |
120 | - | ||||||||
| Masbra Hold. |
Robopolis BV (Netherlands) | Sale of services |
5 | - | ||||||||
| Ivolution |
Robopolis SAS | Purchase of services |
60 | 6 | ||||||||
| High Five Inv. |
Robopolis SAS | Purchase of services |
1,125 | - | ||||||||
| Page 35 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
Note 33. FINANCE LEASE COMMITMENTS
No material commitments were identified in the finance lease agreements entered into by Group companies.
Note 34. COMMITMENTS AND CONTINGENT LIABILITIES
Commitments given
| - | Robopolis guarantees the financial commitments given by its Belgian subsidiaries to various banks. |
| Commitments at the year-end: | K€260 |
Commitments received
| - | On the acquisition of Robopolis BV (formerly Asimotion), the number of Robopolis SAS shares presented to the vendors in exchange was linked to the performance of the subsidiary. Accordingly, the vendors may be required to return 600 of its own shares to Robopolis at a unit price of €1. The share capital reduction was duly noted on January 11, 2016. |
| - | USD-denominated import documentary credit facilities granted by various banks to Robopolis SAS. |
| Total amount due (euro equivalent): | K€25,248 |
| - | Currency forwards to hedge current or future USD purchases of goods totaling USD 76,474 (euro equivalent): |
| K€70,243 |
| - | On the acquisition of its subsidiary, ASIMOTION, the vendors granted Robopolis the following commitments: |
| o | possibility to purchase the remaining 10% of the share capital retained by the vendors after the transaction, up to December 31, 2017. An agreement dated December 5, 2012 sets the secondary acquisition price at K€129, payable by the presentation of 596 Robopolis shares. |
| Page 36 | ||||
| Consolidated annual financial report for the year ended December 31, 2015 |
|
| o | In the event of failure to attain the net income objectives defined in the agreement for fiscal years 2013 to 2015, Robopolis would be entitled to repurchase 1,800 of its own shares at a rate of 600 shares per year, at a fixed price of €1 per share. |
Note 35. OPERATING SEGMENTS
See Note 4.21.
Note 36. EMPLOYEES
The Group has 81 employees (76 in 2014), including management, in the following countries:
| - | France: 26 |
| - | Spain: 25 |
| - | Germany: 20 |
| - | Belgium: 5 |
| - | Netherlands: 5 |
Note 37. CONSOLIDATED COMPANIES AS OF DECEMBER 31, 2015
| Company |
Consolidation method
|
% voting rights | % interest | |||
| Robopolis SA (France) | Parent company | - | - | |||
| Robopolis Robotica de Servicio SL (Spain - formerly GES) | Fully consolidated | 100.00 | 100.00 | |||
| Robopolis SPRL (Belgium - formerly Diapro) | Fully consolidated | 100.00 | 100.00 | |||
| Robopolis GmbH (Germany) | Fully consolidated | 100.00 | 100.00 | |||
| Robopolis BV (Netherlands - formerly Asimotion) | Fully consolidated | 90.00 | 90.00 | |||
| Robopolis Austria GmbH (Austria) | Fully consolidated | 100.00 | 100.00 |
| Page 37 | ||||
Exhibit 99.2
UNAUDITED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
September 30, 2017
| 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 | ||||||||||
| Page 2 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
|
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 | |||||||||||||||
| Page 3 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
|
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 | ||||||||||||
| Page 4 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
|
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 | ||||||||||
| Page 5 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
|
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 |
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 | |||||||||||||||||||||
| Page 6 | ||||
| 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 | |||
| Page 7 | ||||
| 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.
| Page 8 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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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”.
| Page 9 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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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)
| Page 10 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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| 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 | ||||||||||||
| Page 11 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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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 |
Loans and receivables |
Held-to- maturity |
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 |
Loans and receivables |
Held-to- maturity |
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 | ||||||||||||||||||
| Page 12 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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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).
| Page 13 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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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) | ||||||||||||||||||
| Page 14 | ||||
| Unaudited Consolidated financial report September 30, 2017 |
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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 |
| Page 15 | ||||
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On October 2, 2017, iRobot Corporation, a Delaware corporation together with its wholly-owned subsidiary iRobot UK Ltd., a private limited company incorporated under the laws of England and Wales (“iRobot”), pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”), dated as of July 25, 2017 with Robopolis SAS, a French company (“Robopolis”), shareholders of Robopolis, and SARL High Five Investissements, a French company, as the Shareholders’ Representative, completed its previously announced acquisition of Robopolis through the acquisition of the issued and outstanding capital shares of Robopolis.
At the closing, iRobot paid approximately $170.0 million in cash offset by acquired cash of approximately $38.1 million held by Robopolis and its subsidiaries resulting in a net cash outlay of approximately $131.9 million. Pursuant to the Share Purchase Agreement, $16.0 million of the purchase price was placed into an escrow account to settle certain claims for indemnification for breaches or inaccuracies in Robopolis’ and its shareholders’ representations and warranties, covenants and agreements, and approximately $2.4 million of the purchase price was deposited in escrow to satisfy, in part, any payments due to iRobot for certain post-closing purchase price adjustments.
The following unaudited pro forma combined financial information is shown as if iRobot and Robopolis had been combined as of January 3, 2016 (the first day of iRobot’s 2016 fiscal year) for income statement purposes and as of September 30, 2017 for balance sheet purposes. The unaudited pro forma combined financial statements do not include the pro forma full year financial information for an insignificant business acquired by iRobot on April 3, 2017. The unaudited pro forma combined financial information of iRobot and Robopolis is based on estimates and assumptions, which have been made solely for purposes of developing such pro forma information. These pro forma financial statements are for informational purposes only. They do not purport to indicate the results that would have been realized had the acquisition been completed on the assumed date or for the periods presented, or which may be realized in the future. The actual results reported in periods following the closing date may differ significantly from the pro forma financial information for a number of reasons, including without limitation, differences in the ordinary course of business conducted after the closing date, differences between the assumptions and estimates used to prepare these unaudited pro forma financial statements and the actual amounts, cost savings from operating efficiencies, and the impact of incremental costs in integrating Robopolis.
The pro forma adjustments and related assumptions are described in the accompanying Notes to the Unaudited Pro Forma Combined Financial Statements. The pro forma adjustments are based on assumptions related to the consideration paid, and the allocation thereof to the assets acquired and liabilities assumed of Robopolis, based on preliminary best estimates of fair value. These estimates are based on the most recently available information. The purchase price allocation is dependent upon certain valuation and other studies, including tax analyses, which are not yet final. Accordingly, the pro forma purchase price adjustments are preliminary, subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that these final valuations will not result in material changes to the purchase price allocation. The unaudited pro forma combined financial statements should be read in conjunction with:
| • | iRobot’s audited consolidated financial statements, including the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in iRobot’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 17, 2017, and iRobot’s interim unaudited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in iRobot’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, as filed with the SEC on November 3, 2017. |
| • | Robopolis’ audited consolidated financial statements, including the related notes thereto, as of and for the years ended December 31, 2016, 2015 and 2014, and Robopolis’ interim unaudited financial statements, including the related unaudited notes thereto, as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016, included as Exhibits 99.1 and 99.2 in this Form 8-K/A. |
iROBOT CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
(in thousands, except per share amounts)
(unaudited)
| Year Ended December 31, 2016 | ||||||||||||||||||
| iRobot Historical (A) |
Robopolis Historical (B) |
Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
| Revenue |
$ | 660,604 | $ | 142,772 | $ | (84,459 | ) | (1) | $ | 718,917 | ||||||||
| Cost of revenue |
341,289 | 90,943 | (69,821 | ) | (1)(2) | 362,411 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Gross margin |
319,315 | 51,829 | (14,638 | ) | 356,506 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Operating expenses: |
||||||||||||||||||
| Research and development |
79,805 | — | — | 79,805 | ||||||||||||||
| Selling and marketing |
115,125 | 13,987 | 593 | (2) | 129,705 | |||||||||||||
| General and administrative |
66,828 | 7,443 | — | (4) | 74,271 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
261,758 | 21,430 | 593 | 283,781 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Operating income |
57,557 | 30,399 | (15,231 | ) | 72,725 | |||||||||||||
| Other income, net |
3,804 | 1,610 | (475 | ) | (3) | 4,939 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
61,361 | 32,009 | (15,706 | ) | 77,664 | |||||||||||||
| Income tax expense |
19,422 | 10,277 | (5,355 | ) | (5) | 24,344 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income |
$ | 41,939 | $ | 21,732 | $ | (10,351 | ) | $ | 53,320 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income per share: |
||||||||||||||||||
| Basic |
$ | 1.51 | $ | 1.93 | ||||||||||||||
| Diluted |
$ | 1.48 | $ | 1.88 | ||||||||||||||
| Number of weighted average common shares used in calculations per share |
||||||||||||||||||
| Basic |
27,698 | 27,698 | ||||||||||||||||
| Diluted |
28,292 | 28,292 | ||||||||||||||||
| (A) | As reported in iRobot’s Form 10-K for the year ended December 31, 2016 as filed with the SEC. |
| (B) | As derived from Robopolis’s audited financial statements for the year ended December 31, 2016. |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
2
iROBOT CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
(in thousands, except per share amounts)
(unaudited)
| Nine Months Ended September 30, 2017 | ||||||||||||||||||
| iRobot Historical (A) |
Robopolis Historical (B) |
Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
| Revenue |
$ | 557,014 | $ | 93,522 | $ | (75,821 | ) | (1) | $ | 574,715 | ||||||||
| Cost of revenue |
277,397 | 59,821 | (58,879 | ) | (1)(2) | 278,339 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Gross margin |
279,617 | 33,701 | (16,942 | ) | 296,376 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Operating expenses: |
||||||||||||||||||
| Research and development |
80,518 | — | — | 80,518 | ||||||||||||||
| Selling and marketing |
91,344 | 9,527 | 445 | (2) | 101,316 | |||||||||||||
| General and administrative |
58,137 | 4,898 | (2,034 | ) | (4) | 61,001 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
229,999 | 14,425 | (1,589 | ) | 242,835 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Operating income |
49,618 | 19,276 | (15,353 | ) | 53,541 | |||||||||||||
| Other income (expense), net |
4,290 | (3,870 | ) | (990 | ) | (3) | (570 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
53,908 | 15,406 | (16,343 | ) | 52,971 | |||||||||||||
| Income tax expense |
7,565 | 4,706 | (6,567 | ) | (5) | 5,704 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income |
$ | 46,343 | $ | 10,700 | $ | (9,776 | ) | $ | 47,267 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income per share: |
||||||||||||||||||
| Basic |
$ | 1.68 | $ | 1.72 | ||||||||||||||
| Diluted |
$ | 1.61 | $ | 1.65 | ||||||||||||||
| Number of weighted average common shares used in calculations per share |
||||||||||||||||||
| Basic |
27,520 | 27,520 | ||||||||||||||||
| Diluted |
28,719 | 28,719 | ||||||||||||||||
| (A) | As reported in iRobot’s Form 10-Q for the nine months ended September 30, 2017 as filed with the SEC. |
| (B) | As derived from Robopolis’s unaudited financial statements for the nine months ended September 30, 2017. |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
3
iROBOT CORPORATION
PRO FORMA COMBINED BALANCE SHEET
(in thousands, except share data)
(unaudited)
| September 30, 2017 | ||||||||||||||||||||
| iRobot Historical (A) |
Robopolis Historical (B) |
Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||||
| ASSETS |
||||||||||||||||||||
| Current assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 241,786 | $ | 38,053 | $ | (169,994 | ) | (12) | $ | 109,845 | ||||||||||
| Short term investments |
36,442 | — | — | 36,442 | ||||||||||||||||
| Accounts receivable, net of allowances |
76,956 | 27,794 | (11,021 | ) | (6)(7) | 93,729 | ||||||||||||||
| Unbilled revenue |
1,668 | — | — | 1,668 | ||||||||||||||||
| Inventory |
92,813 | 36,884 | (19,275 | ) | (1) | 110,422 | ||||||||||||||
| Other current assets |
18,395 | 2,813 | 7,151 | (11) | 28,359 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current assets |
468,060 | 105,544 | (193,139 | ) | 380,465 | |||||||||||||||
| Property and equipment, net |
37,093 | 1,232 | — | 38,325 | ||||||||||||||||
| Deferred tax assets |
35,088 | 148 | (148 | ) | (10) | 35,088 | ||||||||||||||
| Goodwill |
41,041 | 17,029 | 63,065 | (9) | 121,135 | |||||||||||||||
| Intangible assets, net |
15,315 | — | 36,597 | (8) | 51,912 | |||||||||||||||
| Other assets |
14,064 | 210 | — | 14,274 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets |
$ | 610,661 | $ | 124,163 | $ | (93,625 | ) | $ | 641,199 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||
| Accounts payable |
$ | 88,798 | $ | 28,991 | $ | (9,579 | ) | (7) | $ | 108,210 | ||||||||||
| Accrued expenses |
28,949 | 8,194 | — | 37,143 | ||||||||||||||||
| Accrued compensation |
23,773 | — | — | 23,773 | ||||||||||||||||
| Deferred revenue and customer advances |
4,607 | — | — | 4,607 | ||||||||||||||||
| Other current liabilities |
— | 2,283 | — | 2,283 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current liabilities |
146,127 | 39,468 | (9,579 | ) | 176,016 | |||||||||||||||
| Deferred tax liabilities |
— | — | 11,750 | (10) | 11,750 | |||||||||||||||
| Long term liabilities |
8,042 | 1,023 | — | 9,065 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities |
154,169 | 40,491 | 2,171 | 196,831 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Preferred stock |
— | — | — | — | ||||||||||||||||
| Common stock |
279 | 295 | (295 | ) | (11) | 279 | ||||||||||||||
| Additional paid-in capital |
182,786 | — | — | 182,786 | ||||||||||||||||
| Retained earnings |
273,368 | 82,723 | (94,847 | ) | (1)(11) | 261,244 | ||||||||||||||
| Accumulated other comprehensive income |
59 | 654 | (654 | ) | (11) | 59 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total stockholders’ equity |
456,492 | 83,672 | (95,796 | ) | 444,368 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities and stockholders’ equity |
$ | 610,661 | $ | 124,163 | $ | (93,625 | ) | $ | 641,199 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (A) | As reported in iRobot’s Form 10-Q as of September 30, 2017 as filed with the SEC. |
| (B) | As derived from Robopolis’s unaudited financial statements as of September 30, 2017. |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
4
iROBOT CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(unaudited)
| 1. | Basis of Pro Forma Presentation |
The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 3, 2016. Pro forma adjustments reflect only those adjustments which are factually supportable or estimable, and do not include the impact of cost savings from operating efficiencies, or the impact of incremental costs in integrating Robopolis. The preliminary purchase consideration and purchase price allocation has been presented and does not necessarily represent the final purchase price allocation. The preliminary allocations of the purchase consideration to tangible and intangible assets acquired and liabilities assumed herein were based upon preliminary valuations and our estimates and assumptions are still subject to change.
The historical financial information of Robopolis was presented in euro and was translated to US dollars using the following historical exchange rates:
| $ / € | ||
| Period end exchange rate as of September 30, 2017 |
1.18 | |
| Average exchange rate for the nine months ended September 30, 2017 |
1.11 | |
| Average exchange rate for the year ended December 31, 2016 |
1.11 |
5
| 2. | Preliminary Purchase Price Allocation |
A summary of the preliminary purchase price allocation as if the acquisition closed on September 30, 2017 is as follows (in thousands):
| Total cash consideration |
$ | 169,994 | ||
|
|
|
|||
| Allocation of the purchase consideration: |
||||
| Cash |
$ | 38,053 | ||
| Other current assets |
66,049 | |||
| Other assets, non-current |
1,590 | |||
| Intangibles |
36,597 | |||
| Goodwill |
80,094 | |||
|
|
|
|||
| Total assets acquired |
222,383 | |||
|
|
|
|||
| Current liabilities |
39,468 | |||
| Other liabilities, non-current |
12,921 | |||
|
|
|
|||
| Total liabilities assumed |
52,389 | |||
|
|
|
|||
| Net assets acquired |
$ | 169,994 | ||
|
|
|
|||
| 3. | Intangible Assets |
The preliminary purchase price allocation identified the following acquired intangible assets. The respective periods over which these assets will be amortized are presented below:
| Amount (in thousands) |
Estimated Useful Life (in years) |
|||||||
| Reacquired Distribution Rights |
$ | 29,296 | 2.25 | |||||
| Customer Relationships |
7,029 | 14 | ||||||
| Non-Competition Agreements |
272 | 3 | ||||||
|
|
|
|||||||
| Total |
$ | 36,597 | ||||||
|
|
|
|||||||
The amount assigned to identifiable intangible assets acquired was based on their preliminary fair values determined as of the acquisition date, primarily using the income approach by discounting to present value the free cash flows expected to be generated by each asset over its remaining life. The discount rate used was approximately 14.5%. Reacquired distribution rights are amortized on an accelerated basis based upon the pattern in which the economic benefits are being utilized. Other intangible assets will be amortized over their respective estimated useful lives on a straight-line basis. The preliminary excess of the purchase price over the net assets acquired was recorded as goodwill and amounted to approximately $80.1 million. In accordance with current accounting standards, the goodwill is not being amortized and will be tested for impairment at least annually. None of the goodwill associated with this transaction will be deductible for tax purposes.
6
| 4. | Pro Forma Adjustments |
The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:
| (1) | Adjustment to eliminate intercompany activities between iRobot and Robopolis, including |
| • | $84.5 million and $75.8 million of revenue for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively; |
| • | $86.1 million and $67.2 million of cost of revenue for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively; and |
| • | $19.3 million of intercompany profit in Robopolis ending inventory as of September 30, 2017. |
| (2) | Adjustment to record amortization expense of: |
| • | $16.3 million and $8.4 million in cost of revenue for the reacquired distribution rights for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively; and |
| • | $0.6 million and $0.4 million in selling and marketing expenses for the customer relationships and non-competition agreements for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively. |
| (3) | Adjustment to reduce interest income of $0.5 million and $1.0 million for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively, by applying the rate of return for the respective period to the net cash outlay used to fund the acquisition of Robopolis. |
| (4) | Adjustment to eliminate $0.0 million and $2.0 million of transaction costs incurred for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively, which are directly attributable to the acquisition of Robopolis. |
| (5) | Adjustment to reflect the income tax effect of each pro forma adjustment based on the statutory tax rate for the year ended December 31, 2016 and the nine months ended September 30, 2017. |
| (6) | Adjustment to record $1.4 million as a reserve for Robopolis returns in accordance with iRobot policy as of September 30, 2017. |
| (7) | Adjustment to eliminate intercompany payables of $9.6 million on the balance sheet of iRobot and intercompany receivables of $9.6 million on the balance sheet of Robopolis as of September 30, 2017. |
7
| (8) | Adjustment to record the fair value of acquired intangible assets of $36.6 million, which consists primarily of reacquired distribution rights and customer relationships. |
| (9) | Adjustment to eliminate historical goodwill of Robopolis of $17.0 million and record new goodwill of $80.1 million for the excess of purchase price over the fair value of net assets acquired and liabilities assumed. |
| (10) | Adjustment to record Robopolis deferred taxes including: |
| • | $12.3 million increase in deferred tax liability resulting from the acquired intangible assets; and offset by |
| • | $0.5 million of deferred tax asset resulting from the increase in reserves for returns and $0.1 million of historical deferred tax asset. |
| (11) | Adjustment to eliminate the historical equity of Robopolis of $83.7 million and the elimination of intercompany profit in ending inventory of $19.3 million (see Adjustment 1) net of income tax effect of $7.2 million. |
| (12) | Adjustment to reflect the consideration paid by iRobot to acquire Robopolis of $170.0 million. |
8