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Eurotech

Quarterly Report Nov 12, 2021

4469_rns_2021-11-12_78e97825-383a-4ddc-bf13-fac73b2624f4.pdf

Quarterly Report

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This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version.

Date of issue: 12 November 2021 This report is available online in the Investors section of www.eurotech.com

EUROTECH S.p.A. Registered offices: Via Fratelli Solari 3/A, Amaro (Udine), Italy Share capital: €8,878,946 fully paid in Tax code and Udine Company Register no. 01791330309

Corporate Bodies 4
Performance highlights 5
Revenues by business line6
Summary of the results
6
Information for shareholders 8
The Eurotech Group 9
Summary of performance in the third quarter of 2021 and business outlook 11
Introduction
11
Reporting policies11
COVID-19 update
12
Operating performance in the period12
Financial statements and explanatory notes 15
Consolidated income statement15
Consolidated statement of comprehensive
income17
Consolidated statement of financial position 18
Consolidated statement of changes in equity 19
Net financial position 20
Net working capital 20
Cash flows21
A –
Group business
22
B –
Basis of consolidation22
C -
Revenues23
D –
Costs of raw & auxiliary materials and consumables used25
E –
Service costs25
F –
Payroll costs25
G –
Other provisions and costs
26
H –
Other revenues
26
I -
Depreciation, amortisation and impairment
26
J –
Financial income and expenses
26
K –
Income taxes27
L –
Non-current assets
28
M –
Net working capital
29
N –
Net financial position
29
O –
Changes in equity
29
P –
Significant events in the quarter30
Q –
Events after 30 September 202130
R -
Risks and uncertainties31
S –
Other information31
Declaration of the Financial Reporting Manager 33

Corporate Bodies

Board of Directors
Chairman Patrizio Mapelli
Vice Chairman Aldo Fumagalli 1
Director Paul Chawla
Director Marco Costaguta 1
Director Susanna Curti 1 5
Director Maria Grazia Filippini 1 2
3
4 5
Director Antongiulio Marti 1 3
Director Chiara Mio 1 2 3 4
Director Laura Rovizzi 1 2 4 5

The Board of Directors currently in office was appointed by shareholders at the Annual General Meeting of 28 April 2020 and was supplemented at the Annual General Meeting of 11 June 2021; it will remain in office until approval of the 2022 financial statements.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Board of Statutory Auditors
Chairman Fabio Monti
Statutory Auditor Pietro Biagio Monterisi
Statutory Auditor Daniela Savi
Substitute Statutory Auditor Luigina Zocco

The Board of Statutory Auditors currently in office, with the exception of Mr. Monterisi, who took over on 23 June 2021 from the auditor Mr. Rebecchini, who resigned, was appointed by shareholders at the Annual General Meeting of 28 April 2020, and will remain in office until approval of the 2022 financial statements.

Independent auditor

PricewaterhouseCoopers

The independent auditor was appointed for the period 2014-2022 by shareholders at the Annual General Meeting of 24 April 2014.

Corporate name and registered offices of the Parent Company
Eurotech S.p.A.
Via Fratelli Solari 3/A
33020 Amaro (UD), Italy
Udine Company
Register number 01791330309

1 Non-executive Directors.

2 Independent Directors pursuant to the Corporate Governance Code issued by the Italian Corporate Governance Committee for Listed Companies.

3 Member of the Control and Risks Committee

4 Member of the Committee for Transactions with Related Parties

5 Member of the Remuneration and Appointments Committee

Performance highlights

Financial data

3rd Q 2021 % 3rd Q 2020 % %
change
(€'000) 9M 2021 % 9M 2020 % % change
OPERATING RESULTS
17,224 100.0% 16,384 100.0% 5.1% SALES REVENUES 43,954 100.0% 52,572 100.0% -16.4%
7,618 44.2% 8,911 54.4% -14.5% GROSS PROFIT MARGIN (*) 20,822 47.4% 27,889 53.0% -25.3%
64 0.4% 1,662 10.1% -96.1% EBITDA ADJ (****) (1,641) -3.7% 4,869 9.3% -133.7%
(57) -0.3% 0 0.0% n/a Non recurring costs (1,472) -3.3% 0 0.0% n/a
7 0.0% 1,662 10.1% -99.6% EBITDA (**) (3,113) -7.1% 4,869 9.3% -163.9%
(1,119) -6.5% 691 4.2% -261.9% EBIT (***) (6,531) -14.9% 1,802 3.4% n.s
(1,056) -6.1% 334 2.0% n.s PROFIT (LOSS) BEFORE TAXES (6,842) -15.6% 1,630 3.1% n.s
(1,128) -6.5% 95 0.6% n.s GROUP NET PROFIT (LOSS) FOR THE PERIOD (6,889) -15.7% 672 1.3% n.s

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(*) Gross profit is the difference between revenues from sales of goods and services and use of raw materials.

  • (**) EBITDA, an intermediate figure, is earnings before amortisation, depreciation and impairment of non-current assets, financial income and expenses, the valuations of affiliates at equity and of income taxes for the period. This is a measure used by the Group to monitor and assess operating performance. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.
  • (***) EBIT, or earnings before financial income and expenses, the valuations of affiliates at equity and of income taxes for the period.
  • (***) ADJ. EBITDA is an intermediate figure, determined gross of non-recurring costs and revenues, before amortisation, depreciation and impairment of non-current assets, financial income and expenses, valuations of affiliates at equity and income taxes for the period. This is a measure used by the Group to monitor and assess its operating performance, net of any non-recurring costs or revenues that therefore do not occur frequently in the ordinary course of business. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.
€'000 at September
30, 2021
at December
31, 2020
at September
30, 2020
BALANCE SHEET AND FINANCIAL
HIGHLIGHTS
NET NON-CURRENT ASSETS 102,659 101,972 103,453
NET WORKING CAPITAL 13,051 15,827 19,590
NET INVESTED CAPITAL* 108,429 110,316 115,946
SHAREHOLDERS' EQUITY 113,252 118,864 122,303
NET FINANCIAL POSITION (4,823) (8,548) (6,357)

Statement of financial position data

(*) Non-current, non-financial assets, plus net working capital, minus non-current, non-financial liabilities.

Number of employees

30, 2021 2020 30, 2020
EMPLOYEES 332 323 317

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Revenues by business line

The Group's only business line is the "NanoPC" line, which comprises a) miniaturised electronic modules and systems for the industrial automation, transport and offroad, medical, grids and energy, and telecommunications sectors; b) Edge gateway, Edge-computer, Edge AI and software platforms for the Internet of Things.

Summary of the results

Information for shareholders

The ordinary shares of Eurotech S.p.A., the Parent Company of the Eurotech Group, have been listed in the STAR segment of Borsa Italiana (Milan Stock Exchange) since 30 November 2005.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Share capital of Eurotech S.p.A. at 30 September 2021

Share capital €8,878,946.00 Number of ordinary shares (without nominal unit value) 35,515,784 Number of savings shares - Number of Eurotech S.p.A. treasury shares 89,920 Stock market capitalisation (based on the share's average price in September 2021) €178 million Stock market capitalisation (based on the share's reference price at 30 September 2021) €1,178 million

Performance of Eurotech S.p.A. shares

Relative performance EUROTECH S.p.A. 01.01.2021 – 30.09.2021

The line graph shows the share's performance based on daily reference prices

The candle chart shows the share's daily maximum and minimum prices

The Eurotech Group

Eurotech is a global company with a strong international focus, which generates sales on three continents. It is a Group that has operating locations in Europe, North America and Japan, led and coordinated by its headquarters in Italy.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Eurotech has a long tradition of almost 30 years in the design and implementation of embedded computers for special applications, where the ability of computers to withstand hostile environments and the need for continuous and uninterrupted operations are determinant variables. This is a market niche characterized by high value and low volumes that over the years has allowed the company to maintain a gross profit above the sector average.

Over 10 years ago, with a visionary intuition, Eurotech understood that the technological paradigm was changing and it pioneered an evolutionary path towards Edge Computing and Industrial IoT, with significant investments in software integrated with hardware, focusing on the open-source approach.

Today, the result of that vision and those investments is a technological positioning among the leaders in the reference market, confirmed both by the awards received and by the mentions in the reports of sector analysts, including Gartner's prestigious Magic Quadrant for "Industrial IoT Platforms" which has us in 2021 for the third year in a row.

The factors that characterize Eurotech in the Industrial IoT sector are the following:

  • Eurotech technology resolves the conflict between Operational Technology (OT) and Information Technology (IT) at the Edge, thanks to integrated solutions that combine hardware and software; this conflict is unanimously recognised as the number one obstacle to the execution of IoT projects by companies;
  • leveraging its DNA and knowledge of the protocols on the OT side, Eurotech has implemented a Plug & Play connectivity to field assets, which speeds up implementation times and reduces costs;
  • thanks to relations with the big players in the IT sector such as Microsoft, Amazon and IBM, Eurotech is able to provide certified connectivity to all major cloud platforms, reducing time and integration risks to almost zero in a typical IoT project where these platforms are used;
  • Eurotech's connection and integration technology was conceived and implemented by adopting the best Cybersecurity practices and is certified according to the most recent international standards.

Today, the Group's offering is modular, featuring different levels of hardware and software integration and it is structured as follows:

  • embedded PCs in the form of boards and subsystems, which represent Eurotech's historical offering and are purely hardware products with only the integrated operating system;
  • Edge gateways, i.e. devices that enable communication between assets operating in the field and data platforms in the cloud, both public and private;
  • Edge servers, i.e. computing units similar to the units that make up the data centre but rugged because located in the field, close to the assets and dedicated to the local processing of the data generated by them;
  • Edge AI, i.e. high-performance computing systems equipped with GPU accelerators to process Artificial Intelligence algorithms directly in the field, eliminating unnecessary and costly data transfers to centralized servers;
  • software for the integration of Operational Technology and Information Technology: the "Everyware Software Framework" (ESF) edge framework on the OT side and the "Everyware Cloud" (EC) integration platform on the IT side;

The sectors in which the Group has historically developed most of its turnover are industry and transport, followed by the medical sector. More recently, the new offer of integrated hardware and software for industrial IoT applications has also made it possible to enter new sectors, such as energy. From a strategic point of view, the Group's current choice is to focus on five vertical markets combining larger size and higher growth rates in the next five years: industrial automation, transport & offroad, medical, renewable energies & energy gas-water networks, and 5G telecommunications.

Summary of performance in the third quarter of 2021 and business outlook

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Introduction

The interim management statement of the Eurotech Group as at 30 September 2021, which has not been independently audited, and the statements for comparative periods were drawn up according to the IAS/IFRS standards issued by the International Accounting Board and endorsed by the European Union.

The Group's results as at 30 September 2021 and comparable periods were prepared according to the IAS/IFRS standards in force on the date of preparation and the statements drawn up according to Annex 3D of the Italian Issuers' Regulation no. 11971 of 14 May 1999, as amended and supplemented.

Reporting policies

The consolidated financial statements were drafted on the basis of the financial statements as at 30 September 2021 prepared by the consolidated companies and adjusted, where necessary, to align them with the Group's IFRS-compliant accounting and classification policies.

The assessment and accounting policies and consolidation methods used to prepare the Consolidated Quarterly Report are consistent with those used in the Group Consolidated Annual Financial Report as at 31 December 2020, to which express reference is made, except for the adoption of new standards, amendments and interpretations in force as at 1 January 2021.

The calculation of taxes was carried out on the basis of the best possible estimate that can currently be carried out, also taking into consideration the tax benefit of tax-losses carried forward based on the expected results for the end of the year. According to the criterion used for translation into Euro of accounts expressed in different currencies, statement of financial position items are translated at the exchange rate in effect on the final day of the accounting period, and income statement items are translated at the average exchange rate for the period. Differences arising from translation of the statement of financial position and income statements are posted to a Shareholders' Equity reserve.

Unless otherwise specified, the financial statements, tables and explanatory notes are expressed in thousands of Euro.

In accordance with Consob requirements, Income Statement figures are shown for the quarter under review and are compared with data for the same period in the previous financial year (FY). Restated Balance Sheet figures, which refer to the closing date of the quarter, are compared with the closing date of the previous FY. The format of the financial statements is the same as that used in the Half-Yearly Report and in the Annual Financial Statements.

The preparation of the financial statements and the related notes to the accounts required the use of estimates and assumptions, with particular reference to provisions for write-downs and risk reserves. Estimates are revised periodically, and any adjustment, following changes in the circumstances on which the estimate was based or in light of new information, is booked in the income statement. The use of estimates is an essential part of preparing the accounting statements and is not prejudicial to their overall reliability.

This document presents some alternative performance indicators to allow for better evaluation of the Group's economic and financial performance. These are as follows:

  • Gross profit, or the difference between revenues from sale of products and services and consumption of raw materials;

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • EBITDA, or earnings before amortisation, depreciation and write-downs of non-current assets, the valuation of affiliates at equity, financial income and expenses and income taxes for the period;
  • EBIT, or earnings before the valuation of investments in affiliates at equity, financial income and expenses and income taxes for the period.
  • ADJ. EBITDA is an intermediate figure, determined gross of non-recurring costs and revenues, before amortisation, depreciation and impairment of non-current assets, financial income and expenses, valuations of affiliates at equity and income taxes for the period. This is a measure used by the Group to monitor and assess its operating performance, net of any non-recurring costs or revenues that therefore do not occur frequently in the ordinary course of business. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.

COVID-19 update

International attention continues to be focused on limiting the spread of the Covid-19 pandemic.

All Group companies continue to adopt the greatest hygiene precautions, protocols and measures necessary to preserve the health of employees and to manage biological risk in the workplace. This risk is expected to decrease more and more with the increase in the number of vaccinated population. Although there are no obligations in this regard, the various Group companies have always supported and facilitated the vaccination of their staff, believing that at the moment this is the only path to return to a "new" operating normality.

In compliance with the recent Green Pass provisions, the company has set up an entry control system at its Italian offices to ensure that all employees entering company premises are properly certified.

In addition, the use of remote work continued in the first few months of 2021, for the roles and activities for which it is materially possible, thus ensuring business continuity in all geographical areas.

The movements of people outside the European Community in different continents continue to be limited; for example, only recently the United States announced the reopening of its borders to business travellers.

The use of videoconferencing systems facilitates interaction both with customers or potential customers, and with colleagues among the various affiliates in the various geographic areas.

Operating performance in the period

The third quarter of the year generated revenues of €17.22 million, 5.1% higher than the corresponding quarter of 2020 (+5,4% at constant exchange rates) and 24.4% higher than the second quarter.

This growth in the quarter meant that turnover in the first 9 months of 2021 reached €43.95 million compared to €52.57 million in the nine months of 2020. The decrease at constant exchange rates amounts to 12.5%. At historical exchange rates, the decrease was 16.4% with a clear trend reversal compared to 26.1% in the first six months of 2021.

Management's forecast, which had estimated a decidedly more robust second half of the year is therefore confirmed, in line with the historicity of the breakdown of turnover where the first six months contribute less to the result for the entire year.

The recovery in turnover derives both from the recovery of sales to historical customers and from the start of production for some new customers who in the previous 18-24 months had carried out POCs (Proofs of Concept) or development activities and who have now started to release orders for full production.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Order intake in the first nine months of the year maintained the positive trend already seen in the first six months of the year. This has further increased the order backlog for 2022 to 50% higher than the order backlog at the beginning of the year for 2021. With reference to the current year, the orders in the portfolio at the end of September would allow to achieve a growth at constant exchange rates of about 7% on an annual basis compared to 2020, but the persisting shortage of electronic components is creating a strong risk on the possibility to produce and deliver all the backlog in time to be able to invoice in this fiscal year. In addition, the difficulty in finding components leads to a pressure on purchase prices, with increases we have not always, as yet, been able to pass on to the customer. A window of opportunity still remains open and therefore the Group is active on a daily basis in order to maximize turnover for the year and minimize the impact on the first margin.

The substantial break-even of the third quarter in terms of EBITDA did not make it possible to recover what had already emerged in the first half-year and, offsetting the increase in turnover, there was an increase in the cost of sales which had a significant impact on profitability for the quarter.

In terms of equity, management was able to optimise working capital, which decreased by €2.78 million compared to 31 December 2020, remaining at the lowest levels of the last five years. At present, the amount of €13.05 million represents a good balance of working capital that allows to continue to generate positive cash flows from operating activities to support current operations.

With reference to the geographical breakdown of revenues of the Group's activities, the greatest reduction was recorded in the Japanese area, which in any case remains in second place with a contribution of 29.2% of the total figure (in the nine months of 2020: 33.1%) and has a positive outlook for the coming years by virtue of developments approved by some customers; the US area continues to be the most significant with 47.9% (in the nine months of 2020 it was 37.8%); finally, the European area represents the remaining 22.9% (in the nine months of 2020: 29.1%).

Gross profit in the period totalled €20.82 million, accounting for 47.4% of the turnover, compared to 53.0% in the first nine months of 2020. The lower ratio on sales is the effect of both a different product mix and the increase in the purchase costs of some components that the Group has had to face, especially in this last quarter, and which at the moment has not been able to fully pass on to the customer due to some previous trade agreements. This increase in raw material costs is higher than the forecast formulated at the beginning of the year, especially for those components that at the beginning of the year had no supply problems or whose consumption at the current quantities was not expected. The impact of the higher costs incurred for the procurement of components in a situation of scarcity was

more than 2 percentage points on a 9-month basis.

Operating costs gross of adjustments and net of non-recurring costs amounted to €25.06 million in the first nine months of 2021, compared to €25.65 million in the first nine months of 2020. At historical exchange rates, there was a decrease in costs of 2.3%, while at constant exchange rates costs increased by 2%.

The recurring operating costs of the third quarter are in line with the average of those recorded in the first and second quarter of the year.

With the aim of continuous technological improvement and strengthening of the new strategy in the field of industrial IoT and Edge computers, the Group continues to consider it extremely important to invest in these areas and in particular on equipping the organization with the skills and people needed to accelerate go-to-market implementation. Consequently, a number of targeted hires were arranged in the strategic marketing and sales areas, which resulted in the number of employees at 30 September 2021 reaching 332 (it was 323 at 31 December 2020 and 317 at 30 September 2020), with an average for the period of 324 (318 in the first nine months of 2020). Despite these increases in the number of employees, payroll costs (which is the element with the greatest impact on total operating costs) amounted to €15.24 million, in line with the previous year if it is considered at constant exchange rates (+1.9% at historical exchange rates). By virtue of the fabless model adopted, operating costs are substantially fixed and the turnover trend is the fundamental variable for the activation of the operating leverage. On the other hand, in a phase such as the current one, it should be noted that the operating structure is streamlined and allows for fluctuations in turnover to be tolerated. The percentage of gross operating costs, net of nonrecurring costs, on revenues, stood at 57.0% compared to 48.8% in the first nine months of 2020. This percentage, standing at 60.4%, is even higher if non-recurring costs are considered.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Non-recurring costs, represented in the income statement of only the first nine months of 2021, amounted to €1.47 million and refer primarily to the economic agreement resulting from the termination of the relationship between Eurotech S.p.A. and the Chief Executive Officer Roberto Siagri on 23 March, which was extensively described in a separate communication following the event. In addition to these costs, some reorganisation costs and some costs related to the entry of the new Chief Executive Officer were recorded. Therefore, also considering these non-recurring costs, operating costs would amount to a total of €26.53 million.

ADJ EBITDA in the first nine months totalled -€1.64 million (-3.7% of revenues) compared with €4.87 million in 2020 (9.3% of revenues), reflecting the trend of both gross profit and of operating costs and other revenues. In consideration of non-recurring costs, EBITDA was -€3.11 million.

ADJ EBIT for the first nine months, i.e. EBIT net of non-recurring costs, was -€5.06 million (-11.5% of revenues) compared to €1.80 million in the first nine months of 2020 (3.4% of revenues). In addition to the above, this performance also reflects the depreciation and amortisation recognised in the income statement in the first nine months of 2021, deriving from operating assets becoming subject to depreciation and amortisation in that same period. Operating result (EBIT), including non-recurring costs, amounted to -€6,53 million.

Financial management was negative for €311 thousand in the first nine months of 2021, while in the first nine months of 2020 it was negative for €172 thousand. For greater detail, please refer to the comments made in Note "J".

Pre-tax loss was €6.84 million compared to a profit of €1.63 million in the first nine months of 2020. The lower pre-tax result is directly linked to the effect of the reduction in turnover and to higher costs for consumption of raw, ancillary and consumable materials.

Estimated taxes, calculated based on the rates established for the year by governing regulations and considering the tax benefit that would result from the recognition of deferred tax assets deriving from tax losses generated in the period limited to and in only two Cash Generating Unites (CGUs), was a negative €47 thousand. No deferred tax assets were recognised on the period results of the Italian, English and French companies. In 2020, the incidence of taxes on the income statement amounted to €0.96 million, also limiting the recognition of deferred tax assets on losses for the period last year.

The net result for the Group was -€6.89 million (was positive for €0.67 million in the first nine months of 2020), with a -15.7% impact on revenues.

Financial statements and explanatory notes

The trend in operating performance can be seen in the restated consolidated income statement and is shown below, in both absolute amounts and percentage terms:

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Consolidated income statement

Notes 9M 2021 (b) of which non of which
related
% 9M 2020 (a) of which
related
% change (b-a)
(€ '000) recurrent parties parties amount %
Sales revenue C 43,954 9 100.0% 52,572 2 100.0% (8,618) -16.4%
Cost of material D (23,132) -52.6% (24,683) -47.0% (1,551) -6.3%
Gross profit 20,822 47.4% 27,889 53.0% (7,067) -25.3%
Services costs E (10,169) (1,270) (751) -23.1% (9,236) - -17.6% 933 10.1%
Lease & hire costs (293) -0.7% (307) -0.6% (14) -4.6%
Payroll costs F (15,236) -34.7% (15,505) -29.5% (269) -1.7%
Other provisions and costs G (837) (202) -1.9% (607) -1.2% 230 37.9%
Other revenues H 2,600 5.9% 2,635 5.0% (35) -1.3%
EBITDA (3,113) -7.1% 4,869 9.3% (7,982) 163.9%
Depreciation & Amortization I (3,418) -7.8% (3,007) -5.7% 411 13.7%
Asset impairment I 0 0.0% (60) -0.1% (60) -100.0%
EBIT (6,531) -14.9% 1,802 3.4% (8,333) 462.4%
Subsidiaries management L 0 0.0% 0 0.0% 0 n/a
Finance expense J (900) -2.0% (850) -1.6% 50 5.9%
Finance income J 589 1 1.3% 678 3 1.3% (89) -13.1%
Profit before tax (6,842) -15.6% 1,630 3.1% (8,472) n.s.
Income tax K (47) -0.1% (958) -1.8% (911) -95.1%
Net profit (loss) of continuing operations
before minority interest (6,889) -15.7% 672 1.3% (7,561) n.s.
Minority interest O - 0.0% - 0.0% - n/a
Group net profit (loss) for period O (6,889) -15.7% 672 1.3% (7,561) n.s.
Base earnings per share (0.195) 0.019
Diluted earnings per share (0.195) 0.019
(€ '000) 3rd Qtr 2021 of which non
recurrent
% 3rd Qtr 2020 %
Sales revenue 17,224 100% 16,384 100%
Cost of material (9,606) -55.8% (7,473) -45.6%
Gross profit 7,618 44.2% 8,911 54.4%
Services costs (2,984) (57) -17.3% (2,997) -18.3%
Lease & hire costs (84) -0.5% (92) -0.6%
Payroll costs (5,082) -29.5% (4,821) -29.4%
Other provisions and costs (227) -1.3% (231) -1.4%
Other revenues 766 4.4% 892 5.4%
EBITDA
Depreciation & Amortization 7
(1,126)
0.0% 1,662
(971)
10.1%
Asset impairment 0 -6.5%
0.0%
0 -5.9%
0.0%
EBIT (1,119) -6.5% 691 4.2%
Subsidiaries management 0 0.0% 0 0.0%
Finance expense (95) -0.6% (319) -1.9%
Finance income 158 0.9% (38) -0.2%
Profit before tax (1,056) -6.1% 334 2.0%
Income tax (72) -0.4% (239) -1.5%
Net profit (loss) of continuing operations
before minority interest (1,128) -6.5% 95 0.6%
Minority interest 0 0.0% 0 0.0%
Group net profit (loss) for period (1,128) -6.5% 95 0.6%
Base earnings per share
Diluted earnings per share

Consolidated statement of comprehensive income

(€ '000) 9M 2021 9M 2020
Net profit (loss) before minority interest (A) ( 6,889) 672
Other elements of the statement of
comprehensive income
Other comprehensive income to be reclassified
to profit or loss insubsequent periods:
Net profit/(loss) from Cash Flow Hedge 46 ( 34)
Tax effect - -
46 ( 34)
Foreign balance sheets conversion difference ( 1,063) ( 1,435)
Exchange differences on equity investments in
foreign companies
2,162 ( 1,908)
Tax effect - -
2,162 ( 1,908)
After taxes net other comprehensive income
to be reclassified to profit or loss in
subsequent periods (B)
1,145 ( 3,377)
After taxes net other comprehensive income
not being reclassified to profit or loss in
subsequent periods (C)
- -
Comprehensive net result (A+B+C) ( 5,744) ( 2,705)
Comprehensive minority interest - -
Comprehensive Group net profit (loss) for
period
( 5,744) ( 2,705)

Consolidated statement of financial position

(€'000) Notes at September
30, 2021
of which
related
parties
at December 31,
2020
of which
related
parties
ASSETS
Intangible assets L a 87,699 86,775
Property, Plant and equipment L b 5,977 6,468
Investments in other companies 539 533
Deferred tax assets 7,762 7,478
Medium/long term borrowing allowed to
affiliates companies and other Group
companies 61 61 57 57
Other non-current assets 621 661
Total non-current assets L 102,659 101,972
Inventories 18,546 17,393
Trade receivables 10,275 1 16,441 1
Income tax receivables 1,744 900
Other current assets 2,201 1,665
Other current financial assets 121 2 125 1
Cash & cash equivalents 33,439 41,222
Total current assets 66,326 77,746
Total assets 168,985 179,718
LIABILITIES AND EQUITY
Share capital 8,879 8,879
Share premium reserve 136,400 136,400
Other reserves ( 32,027) ( 26,415)
Group shareholders' equity O 113,252 118,864
Equity attributable to minority interest O - -
Total shareholders' equity O 113,252 118,864
Medium-/long-term borrowing 20,335 23,874
Employee benefit obligations 2,983 2,918
Deferred tax liabilities 3,110 3,166
Other non-current liabilities 1,127 1,342
Total non-current liabilities 27,555 31,300
Trade payables 11,523 521 10,647 345
Short-term borrowing 8,428 8,901
Derivative instruments 35 81
Income tax liabilities 268 810
Other current liabilities 7,924 9,115
Total current liabilities 28,178 29,554
Total liabilities 55,733 60,854
Total liabilities and equity 168,985 179,718

Consolidated statement of changes in equity

(€'000) Share capital Legal reserve Share
premium
reserve
Conversion
reserve
Other
reserves
Cash flow
hedge
reserve
Actuarial
gains/(losses
) on defined
benefit plans
reserve
Exchange
rate
differences
reserve
Treasury
shares
Profit (loss)
for period
Group
shareholders'
equity
Equity
attributable
to Minority
interest
Total
shareholders'
equity
Balance as at December 31, 2019 8,879 1,776 136,400 14,224 ( 58,907) ( 44) ( 531) 4,650 ( 1,033) 19,242 124,656 - 124,656
2019 Result allocation - - - - 19,242 - - - - ( 19,242) - - -
Profit (loss) as at September 30, 2020 - - - - - - - - - 672 672 - 672
Comprehensive other profit (loss):
- Hedge transactions - - - - ( 34) - - - - ( 34) - ( 34)
- Foreign balance sheets conversion difference - - - ( 1,435) - - - - ( 1,435) - ( 1,435)
- Exchange differences on equity investments
in foreign companies
- - - - - - - ( 1,908) - - ( 1,908) - ( 1,908)
Total Comprehensive result - - - ( 1,435) - ( 34) - ( 1,908) - 672 ( 2,705) - ( 2,705)
- Performance Share Plan - - - - 140 - - - 212 - 352 - 352
Balance as at September 30, 2020 8,879 1,776 136,400 12,789 ( 39,525) ( 78) ( 531) 2,742 ( 821) 672 122,303 - 122,303
(€'000) Notes Share capital Legal reserve Share
premium
reserve
Conversion
reserve
Other
reserves
Cash flow
hedge
reserve
Actuarial
gains/(losses) on
defined benefit
plans reserve
Exchange
rate
differences
reserve
Treasury
shares
Profit (loss)
for period
Group
shareholders'
equity
Equity
attributable
to Minority
interest
Total
shareholders'
equity
Balance as at December 31, 2020 8,879 1,776 136,400 11,457 ( 39,574) ( 81) ( 640) 1,197 ( 682) 132 118,864 - 118,864
2020 Result allocation - - - - 132 - - - - ( 132) - - -
Profit (loss) as at September 30, 2021 - - - - - - - - - ( 6,889) ( 6,889) - ( 6,889)
Comprehensive other profit (loss):
- Hedge transactions - - - - 46 - - - - 46 - 46
- Foreign balance sheets conversion difference - - - ( 1,063) - - - - ( 1,063) - ( 1,063)
- Exchange differences on equity investments
in foreign companies
- - - - - - - 2,162 - - 2,162 - 2,162
Total Comprehensive result - - - ( 1,063) - 46 - 2,162 - ( 6,889) ( 5,744) - ( 5,744)
- Performance Share Plan - - - - ( 339) - - - 471 - 132 - 132
Balance as at September 30, 2021 O 8,879 1,776 136,400 10,394 ( 39,781) ( 35) ( 640) 3,359 ( 211) ( 6,889) 113,252 - 113,252

Net financial position

The table below shows the composition of the Group's net financial position at 30 September 2021, compared to the similar position at 30 September 2020 and 31 December 2020, calculated as defined by Consob notice no. 5/21 of 29 April 2021, which refers to the Guidelines of the European Securities and Markets Authority (ESMA), issued on 15 July 2020 and effective from 5 May 2021.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

at September at December at September
(€'000) 30, 2021 31, 2020 30, 2020
Cash A ( 33,439) ( 41,222) ( 29,894)
Cash equivalents B - - -
Other current financial assets C ( 121) ( 125) ( 93)
Cash equivalent D=A+B+C ( 33,560) ( 41,347) ( 29,987)
Current financial debt E 152 328 183
Current portion of non-current financial debt F 8,311 8,654 7,141
Short-term financial position G=E+F 8,463 8,982 7,324
Short-term net financial position H=G+D ( 25,097) ( 32,365) ( 22,663)
Non current financial debt I 20,335 23,874 16,366
Debt instrument J - - -
Trade payables and other non-current payables K - - -
Medium-/long-term net financial position L=I+J+K 20,335 23,874 16,366
(NET FINANCIAL POSITION) NET DEBT ESMA M=H+L ( 4,762) ( 8,491) ( 6,297)
Medium/long term borrowing allowed to
affiliates companies and other Group
companies N ( 61) ( 57) ( 60)
(NET FINANCIAL POSITION) NET DEBT O=M+N ( 4,823) ( 8,548) ( 6,357)

The consolidated net financial position at 30 September 2020 amounted to net cash of €4.82 million, compared to a net financial position with net cash of €8.55 million at 31 December 2020. With reference to liquidity, which amounts to €33.44 million, in the period in question, as per the cash flow statement, operating cash of €0.8 million was generated, while €4.3 million were used for investments and €4.7 million for the repayment of loans.

Net working capital

The Group's net working capital at 30 September 2021, compared with the situation at 30 September 2020 and 31 December 2020, is as follows:

at September at December at September
30, 2021 31, 2020 30, 2020 Changes
(€'000) (b) (a) (b-a)
Inventories 18,546 17,393 19,442 1,153
Trade receivables 10,275 16,441 14,819 (6,166)
Income tax receivables 1,744 900 612 844
Other current assets 2,201 1,665 2,319 536
Current assets 32,766 36,399 37,192 (3,633)
Trade payables (11,523) (10,647) (9,616) (876)
Income tax liabilities (268) (810) (427) 542
Other current liabilities (7,924) (9,115) (7,559) 1,191
Current liabilities (19,715) (20,572) (17,602) 857
Net working capital 13,051 15,827 19,590 (2,776)

Cash flows

(€'000) at September
30, 2021
at December
31, 2020
at September
30, 2020
Cash flow generated (used) in operations A 824 3,388 ( 1,335)
Cash flow generated (used) in investment activities B ( 4,353) ( 5,092) ( 3,712)
Cash flow generated (absorbed) by financial assets C ( 4,707) 13,456 5,049
Net foreign exchange difference D 453 ( 1,217) ( 795)
Increases (decreases) in cash & cash equivalents E=A+B+C+D ( 7,783) 10,535 ( 793)
Opening amount in cash & cash equivalents 41,222 30,687 30,687
Cash & cash equivalents at end of period 33,439 41,222 29,894

A – Group business

Eurotech is a group historically active in the research, development, and marketing of miniaturised computers for special applications, characterized by adverse operating conditions and/or a demand for high reliability. In the last ten years Eurotech has evolved its offer towards solutions with integrated hardware and software for the Internet of Things, consisting of intelligent devices (Edge gateways, Edge servers, Edge AI) and a software platform for connectivity and integration to the cloud, both public and private.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The Group's activities are represented in a single sector (called 'NanoPC') which consists of: a) embedded computing modules and systems for industrial, transport, medical, energy and defence uses; b) Edge computers featuring low power consumption and high performances, to be used both in Internet of Things (IoT) solutions and to create applications where Artificial Intelligence (AI) algorithms are used; c) software frameworks and platforms for IoT applications.

Activity in this line is carried out by Eurotech S.p.A. and I.P.S. Sistemi Programmabili S.r.l., which mainly operate in Italy, and Eurotech Inc. (USA), which mainly operate in the US, Eurotech Ltd (United Kingdom), which mainly operates in the UK, Eurotech France S.A.S. (France), which mainly operates in France, and Advanet Inc. (Japan), which mainly operates in Japan. Our products are marketed under the trademarks Eurotech, Dynatem, IPS and Advanet.

Eurotech shares (ETH.MI) have been listed on the STAR segment of Borsa Italiana (the Milan Stock Exchange) since 30 November 2005.

B – Basis of consolidation

The companies consolidated line-by-line in the basis of consolidation at 30 September 2021 are as follows:

Company name Registered offices Share capital Group share
Parent company
Eurotech S.p.A. Via Fratelli Solari, 3/A – Amaro (UD) EUR 8,878,946
Subsidiaries consolidated line-by-line
Aurora S.r.l. Via Fratelli Solari, 3/A – Amaro (UD) EUR 10,000 100.00%
EthLab S.r.l. Via Dante, 300 – Pergine Valsugana EUR 115,000 100.00%
(TN)
Eurotech Inc. Columbia – MD (USA) USD 26,500,000 100.00%
Eurotech Ltd. Cambridge (UK) GBP 33,333 100.00%
E-Tech USA Inc. Columbia – MD (USA) USD 8,000,000 100.00%
Eurotech France S.A.S. Vénissieux (France) Euro 795,522 100.00%
I.P.S. Sistemi Programmabili S.r.l. Via Piave, 54 – Caronno Varesino Euro 51,480 100.00%
(VA)
Advanet Inc. Okayama (Japan) JPY 72,440,000 90.00% (1)

(1) Officially, the Group owns 90% of the company, but as Advanet holds 10% of the share capital in the form of treasury shares, it is fully consolidated.

Affiliates consolidated at equity

Rotowi Technologies S.p.A. in Via Carlo Ghega, 15 – Trieste 21.31%
liquidation (formerly U.T.R.I. S.p.A.)

Other smaller companies valued at cost

Kairos Autonomi Inc. Sandy – UT (USA) 19.00%
Interlogica S.r.l. Mestre (VE) 10.00%

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

No changes took place with regard to subsidiaries and affiliates in the period as at 30 September 2021 compared with 31 December 2020.

The exchange rates used to convert the financial statements of foreign companies into the Eurotech Group's reference currency (euro) are presented in the following table and correspond to those issued by the Italian Foreign Exchange Bureau:

Currency Average 9M
2021
As of
September
30, 2021
Average
2020
As of
December 31,
2020
Average 9M
2020
As of
September
30, 2020
British pound sterling 0.86363 0.86053 0.88970 0.89903 0.88509 0.91235
Japanese Yen 129.83203 129.67000 121.84576 126.49000 120.91083 123.76000
USA Dollar 1.19622 1.15790 1.14220 1.22710 1.12503 1.17080

C - Revenues

Revenues earned by the Group in the first nine months of 2021 amounted to €43.95 million (€52.57 million in the first nine months of 2020), a decrease of €8.62 million or 16.4% compared to the same period of the previous year. The trend, as already explained in the representation of the half-year data, is impacted by the factors that emerged in 2020 and linked to decisions to optimise costs and re-prioritise activities by some of our customers as well as the postponement of various POCs (Proof of Concept) in the IoT sector that should have led to design-wins in 2021.

For operating purposes, the Group is organised in a single business line, also known as business segment, called "NanoPC".

Based on the criteria for monitoring activities currently used, a disclosure on a geographical basis is provided, in terms of the location of the Group's various companies.

The Group's geographical areas are defined according to the localisation of Group assets and operations. The areas identified within the Group are: Europe, North America and Asia.

Revenues by business region

As specifically regards the breakdown of revenues of the business units by geographical area, the same can be further detailed as follows:

(€' 000) North America Europe Asia Correction, reversal and elimination Total
9M 2021 9M 2020 % YoY
Change
9M 2021 9M 2020 % YoY
Change
9M 2021 9M 2020 % YoY
Change
9M 2021 9M 2020 % YoY
Change
9M 2021 9M 2020 % YoY
Change
Third party Sales 21,050 19,890 10,075 15,280 12,829 17,402 0 0 43,954 52,572
Infra-sector Sales 480 406 3,507 2,236 28 493 ( 4,015) ( 3,135) 0 0
Total Sales revenues 21,530 20,296 6.1% 13,582 17,516 -22.5% 12,857 17,895 -28.2% ( 4,015) ( 3,135) -28.1% 43,954 52,572 -16.4%

North American revenues amounted to €21.53 million in the first nine months of 2021 and to €20.29 million in the first nine months of 2020, an increase of 6.1%, including intra-sector revenues. As a result of the increase in orders in 2021, mainly from consolidated customers, the expected reversal of the trend that will also determine a growth in turnover in the US area by the end of the year was determined. In 2021, revenues in the American area are affected by a high concentration of turnover on a small number of long-standing customers with consolidated business.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The Europe business area shows a decrease in turnover, from €17.52 million in the first nine months of 2020 to €13.58 million in the first nine months of 2021, down by 22.5% including intra-sector revenues. In this area, the reduction is due to non-recurring and non-repetitive revenues that, following the cancellation of projects by customers due to the pandemic, could not be replicated in 2021. In spite of this, medium-term trends remain positive thanks to the opportunities in the transport sector, products linked to Edge Computing technologies and the Industrial IoT paradigm, which may also experience an acceleration in the next quarters.

As a result of a different scheduling of deliveries by customers, the Asia business area decreased by 28.2% (including inter-sector revenues) from €17.89 million to €12.86 million. Also for this area, the outlook for the fourth quarter is positive on the basis of the existing order book, but subject to a risk situation for the difficult sourcing of the specific components needed to produce the products on order..

Revenues by customer geographical area

(€' 000) 9M 2021 % 9M 2020 % % change
BREAKDOWN BY GEOGRAPHIC AREA
European Union 7,928 18.0% 12,639 24.0% -37.3%
United States 19,750 44.9% 19,427 37.0% 1.7%
Japan 12,810 29.1% 17,403 33.1% -26.4%
Other 3,466 7.9% 3,103 5.9% 11.7%
TOTAL SALES AND SERVICE REVENUES 43,954 100.0% 52,572 100.0% -16.4%

The following table shows the geographical breakdown of revenues based on customer location:

With reference to revenues by geographic area of the customer, shown in the table, revenues in the United States continue to have the greatest impact on the total (44.9%), confirming that the US territory is the predominant area with growth also in terms of absolute value (+1.7%).

The Japanese area continues to be the Group's second most significant area, accounting for 29.1%, and turnover lower by 26.4% compared to the first nine months of 2020.

In Europe, again with reference to customer location, turnover reflected a 37.3% reduction. The EU accounted for 18.0% of total turnover.

The remaining geographical areas account for 7.9% of the total (5.9% as at 30 September 2020) and have recorded a growth of 11.7% due to the higher turnover generated in the Asian area extra-Japan.

D – Costs of raw & auxiliary materials and consumables used

Costs of raw & auxiliary materials and consumables used, which relate strictly to turnover, fell from €24.68 million in the first nine months of 2020 to €23.13 million in the first nine months of 2021. In the period under review there was a decrease of €1.55 million equal to 6.3%, lower than the decrease in turnover which stood at 16.4%. This different proportionality resulted in a lower gross profit than that of the first nine months of 2020, and also lower than that recorded at the end of 2020. The gross profit trend is strictly correlated to the different product mix sold in the quarters in question and to the price trend of components that are difficult to find.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

As a percentage of revenues, consumption of raw & auxiliary materials and consumables fell from 47.0% in the first nine months of 2020 to 52.6% in the first nine months of 2021.

E – Service costs

Net of non-recurring service costs, the variable portion of service costs resulted in a decrease in costs of €0.34 million equal to 3.6%, reducing the absolute value of costs to €8.90 million. This cost item decreased as a percentage of revenues from 17.6% in the first nine months of 2020 to 20.2% in the first nine months of 2021. As a result of the recognition of non-recurring costs (of €1.27 million), the nature of which was explained above, costs for services in the first nine months amounted to €10.17 million, up compared to the first nine months of 2020 and accounted for 23.1% of turnover.

In addition to referring to ordinary operations, the costs also pertain to the investments that the Group has planned to make with particular reference to the product line of the IoT platforms for applications in the industry and in services, in addition to developments linked to the Edge Servers product line and those correlated to traditional embedded products line. These investments are aimed at supporting the research and development area to maintain a product portfolio in line with the technological innovations proposed by the producers of raw materials and components and the sales and marketing area in order to be able to implement the strategic lines recently outlined.

F – Payroll costs

Personnel costs in the period under review rose from €15.50 million (29.5% of revenues) to €15.24 million (34.7% of revenues); this decrease is due exclusively to the exchange rate differential: at constant exchange rates, personnel costs would have increased by approximately €0.29 thousand due to the increase in the workforce. At the end of the third quarter of 2021, the workforce was higher compared to that at the end of the year, but with an annual average of 6 units higher than the 2020 average. In all geographical areas, search is under way for new personnel, who are able to bring the skills needed to develop and implement the Group's new strategic vision and its business model.

Wages and Salaries also include €132 thousand relating to the pro rata temporis portion of the cost of the Share Performance Plan finalised at the beginning of the year and of the cost approved by the shareholders' meeting of 11 June (in the first nine months of 2020 the amount recorded under costs was €354 thousand).

The table below shows the number of Group employees:

EMPLOYEES at September
30, 2021
at December 31,
2020
at September
30, 2020
Manager 10 9 9
Clerical workers 300 291 284
Line workers 22 23 24
TOTAL 332 323 317

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

G – Other provisions and costs

At 30 September 2021, this item included a provision for doubtful accounts of €56 thousand (€72 thousand in the first nine months of 2020), and refers to provisions made for the possibility of noncollectable trade receivables. In addition, as at 30 September 2021, a non-recurring allocation to the provision for sundry risks of €202 thousand was made to cover the risk of expenses relating to a company reorganization.

Other provisions and costs as a percentage of revenues were 1.9%, higher than the 1.2% recorded in the same period of 2020.

H – Other revenues

The item other revenues remains substantially unchanged in terms of absolute value, going from €2.63 million in the first nine months of 2020 to €2.60 million in the first nine months of 2021. Other revenues mainly comprise the capitalisation of development costs for new solutions featuring highly integrated standard modules and systems for €2.51 million (€2.32 million in first nine months of 2020) and miscellaneous income of €0.09 million (€0.31 million in first nine months of 2020).

I - Depreciation, amortisation and impairment

This item increased by €351 thousand, from €3.07 million in first nine months of 2020 to €3.42 million in first nine months of 2021. This change is due mainly to the higher amortisation of development costs that began their amortisation process.

Impairment, made in 2020 alone, amounting to €60 thousand, referred to the decrease in value of land and buildings, based on a recent appraisal carried out on the Caronno Varesino site.

J – Financial income and expenses

Financial expenses fell from €0.85 million in first nine months of 2020 to €0.90 million in first nine months of 2021 mainly due to exchange rate losses.

Financial income, again due to exchange rates, decreased by €89 thousand, from €0.68 million in first nine months of 2020 to €0.59 million in first nine months of 2021.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The absolute value and percentage on revenues of the main components of the financial income and expense item were as follows:

  • foreign exchange losses: €0.54 million at 30 September 2021, with a percentage of revenues of 1.2%, compared to €0.51 million at 30 September 2020, with a percentage of revenues of 1.0%;
  • foreign exchange gains: €0.58 million at 30 September 2021 (1.3% as a percentage of revenues), compared with €0.67 million at 30 September 2020 (1.3% as a percentage of revenues);
  • miscellaneous interest expenses: €230 thousand at 30 September 2021 (0.6% as a percentage of revenues), compared with €248 thousand at 30 September 2020 (0.5% as a percentage of revenues).
3rd Q 2021 3rd Q 2020 €'000 9M 2021 9M 2020 change
%
( 7) 208 Exchange-rate losses 541 512 5.7%
67 82 Interest expenses 230 248 -7.3%
11 11 Interest expenses on lease liabilities 37 34 8.8%
11 10 Expenses on derivatives 38 23 65.2%
13 8 Other finance expenses 54 33 63.6%
95 319 Financial charges 900 850 5.9%
157 ( 23) Exchange-rate gains 585 670 -12.7%
- ( 1) Interest income 1 4 -75.0%
1 ( 14) Other finance income 3 4 -25.0%
158 ( 38) Financial incomes 589 678 -13.1%
63 ( 357) Net financial income ( 311) ( 172) 80.8%
0.4% -2.2% % impact on sales -0.4% -0.3%

K – Income taxes

Income taxes at 30 September 2020 were negative for €47 thousand (of which €121 thousand for current taxes, €183 thousand for net deferred tax liabilities and €109 thousand for prior years' taxes) compared to a negative impact of €0.96 million at 30 September 2020 (of which €717 thousand for current taxes and €242 thousand for net deferred tax liabilities), recording a change of €911 thousand.

L – Non-current assets

The positive change in non-current assets between 31 December 2020 and 30 September 2021 of €687 thousand is mainly due to the increase in deferred tax assets of €284 thousand, to the net change in intangible assets and property, plant and equipment for a total of €433 thousand (of which €179 thousand due to changes in exchange rates).

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Net investments of approximately €3.69 million in property, plant and equipment and intangible assets are offset by depreciation and amortisation for €3.42 million.

The most significant increases are related to intangible assets and are largely linked to projects to develop new products for a total of €2.49 million and to the costs incurred to implement the Group's new ERP system for €289 thousand.

a – Intangible assets

The table below shows their breakdown and main changes during the period:

SOFTWARE ASSETS
UNDER
CONSTRUCTI
TOTAL
DEVELOPMENT TRADEMARKS ON & INTANGIBLE
(€ '000) COSTS GOODWILL PATENTS ADVANCES ASSETS
OPENING BALANCE (A) 3,607 69,219 9,412 4,537 86,775
Changes as at September 30, 2021
- Purchases 239 - 5 2,539 2,783
- Amortisation and impairment in period (-) ( 1,595) - ( 450) - ( 2,045)
- Other changes 2,704 328 658 ( 3,504) 186
Total changes (B) 1,348 328 213 ( 965) 924
CLOSING BALANCE (A+B) 4,955 69,547 9,625 3,572 87,699

The carrying value of goodwill and trademarks with an indefinite useful life allocated to each of the cashgenerating units is as follows:

(€ '000) at September 30, 2021 at December 31, 2020
Cash generating units Goodwill Trademark with
an indefinite
useful life
Goodwill Trademark with
an indefinite
useful life
Advanet Inc. 43,007 8,167 44,088 8,372
Eurotech Inc. (ex Applied Data Systems e ex Arcom Inc.) 21,189 - 19,998 -
Eurotech Ltd. (ex Arcom Ltd.) 5,075 - 4,857 -
Eurotech France S.a.s. 186 - 186 -
Other 90 - 90 -
TOTAL 69,547 8,167 69,219 8,372

b – Property, plant and equipment

The table below shows their breakdown and main changes during the period:

ASSETS
INDUSTRIAL UNDER
CONSTRUCTI
TOTAL
PROPERTY,
&
LAND AND COMMERCIAL OTHER ON & RIGHT OF PLANT &
BUILDINGS EQUIPMENT ASSETS ADVANCES USE ASSETS EQUIPMENT
2,094 227 412 718 33 2,984 6,468
52 293 74 132 - 355 906
- - - ( 14) - ( 3) ( 17)
( 57) ( 51) ( 141) ( 187) - ( 937) ( 1,373)
10 - 13 ( 21) ( 33) 24 ( 7)
5 242 ( 54) ( 90) ( 33) ( 561) ( 491)
5,977
2,099 469 PLANT AND
MACHINERY
358
628
- 2,423

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

M – Net working capital

Net working capital decreased by €2.78 million, from €15.83 million as of 31 December 2020 to €13.05 million as of 30 September 2021. This trend is due to the decrease in current assets and in particular in the value of receivables from customers; current liabilities also decreased mainly due to the payment of taxes and the reduction of other current liabilities, but to a lesser extent than assets.

Net working capital as a rolling ratio of turnover in the last twelve months was 21.5%, compared to 22.9% at 31 December 2020 and 26.2% at 30 September 2020. The 12-month figure remains in line with the 20% threshold value expected by management.

N – Net financial position

The consolidated net financial position at 30 September 2021 amounted to net cash of €4.82 million, compared to a net financial position with net cash of €8.55 million at 31 December 2020.

With reference to liquidity, which amounts to €33.44 million, as can be deduced from the cash flow statement, there was an operating cash generation of €0.8 million in the period, while €4.3 million was used for investments and €4.7 million for repayment of loans.

See also Cash flow on page 21.

Medium/long-term financial liabilities include principal on bank loans and finance leases falling due beyond 12 months.

Short-term financial liabilities mainly consist of current account overdrafts, the current portion of mortgage loans, and payables to other lenders falling due by 30 September 2022.

O – Changes in equity

The share capital at 30 September 2021 was made up of 35,515,784 ordinary shares, fully subscribed and paid up, with no nominal value.

The balance of the Issuer's legal reserve at 30 September 2021 amounted to €1.78 million.

The share premium reserve, which relates entirely to the Parent Company, amount to a total of €136.4 million.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The positive translation reserve of €10.39 million was generated by inclusion in the interim management statement of the statements of financial position and income statements of US subsidiaries Eurotech Inc. and E-Tech USA Inc., UK subsidiary Eurotech Ltd. and Japanese subsidiary Advanet Inc.

The "other reserves" item was negative for €39,78 million and consisted of the Parent Company's extraordinary reserve, formed by losses carried forward, allocations of retained earnings from prior years and other miscellaneous reserves. The change in the year is attributable to the allocation of the 2020 result and to the booking of the two Eurotech's Performance Share Plans for the period.

The cash flow hedge reserve, which includes cash flow hedge transactions pursuant to IAS 39, was negative for €35 thousand and decreased by €46 thousand gross of the tax effect, which was not recognised due to absence of the relative prerequisites.

The foreign exchange reserve, which includes foreign exchange differences relating to intragroup foreign-currency loans that constitute part of a net investment in a foreign shareholding on the basis of IAS 21, was positive by €3.36 thousand and increased by €2.16 million gross of the related tax effect, not yet recorded due to the absence of the prerequisites.

The Parent Company Eurotech S.p.A. held 89,920 treasury shares at the end of the reporting period (293,520 at 31 December 2020).

P – Significant events in the quarter

The major events of the quarter were announced in the press releases listed below (the complete text can be consulted at the Group's website www.eurotech.com on the page www.eurotech.com/it/news):

07/07/2021 Eurotech IoT components certified for cybersecurity

14/07/2021 Eurotech received award from Frost & Sullivan as leader in the market of IoT solutions for the railway sector

20/07/2021 Roadshow of the new CEO Paul Chawla with over 40 Italian and international investors

31/08/2021 Eurotech confirms its position as "Best in Class" supplier of industrial IoT platforms based on open source in the market survey of PAC (teknowlogy Group)

Other than those discussed in previous paragraphs, no other particularly significant event occurred in the quarter.

Q – Events after 30 September 2021

For events after 30 September, please refer to the press releases listed below (the complete text can be consulted at the Group website www.eurotech.com on page http://www.eurotech.com/IT/sala+stampa/news):

20/10/2021 Eurotech appoints Roger Appelo as Europe and North America VP

01/11/2021 Eurotech recognized in the 2021 Gartner® Magic Quadrant™ for Industrial IoT Platforms

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

R - Risks and uncertainties

Please refer to the paragraphs "Main risks and uncertainties to which the Group is exposed" and "Financial risk management: objectives and criteria" in the 2020 Consolidated Financial Statements and the Consolidated Financial Report at 30 June 2021, which illustrate the risks to which the Eurotech Group is exposed.

S – Other information

We also specify that:

  • group intercompany transactions take place at market prices and are eliminated during the consolidation process;
  • group companies' related-party transactions form part of the normal course of business and are settled under arm's length conditions;
  • pursuant to CONSOB communication no. 15519/2005, there were no non-recurring economic components in the consolidated quarterly results as at 30 September 2020;
  • pursuant to CONSOB communication no. DEM/6064296 of 28 July 2006, there were no atypical and/or unusual transactions carried out in 2020;
  • at 30 September 2021 the company held 89,920 treasury shares for a total value of €211 thousand. The changes were as follows:
No. of shares Face value of a
share
(Thousand of Euro)
% share
capital
Carrying value
(Thousand of Euro)
Average unit
value
Status as at 1 January 2021 290,520 73 0.80% 682 2.35
Purchases - - 0.00% -
Sales
Assignment-Performance share Plan
-
( 200,600)
-
( 50)
0.00%
-0.56%
-
( 471)
2.35
Status as at 30 Septemer 2021 89,920 23 0.25% 211 2.35
  • the detailed Corporate Governance report is provided with the annual financial statements;
  • pursuant to CONSOB Communication DEM/11070007 of 5 August 2011, relating to disclosure in financial reports of the exposure of listed companies to sovereign debt, note that the Group does not hold sovereign debt securities;
  • as regards the requirements of Article 150, paragraph 1, of Italian Legislative Decree no. 58 of 24 February 1998, no members of the Board of Directors have executed transactions with Group companies in situations of potential conflict of interest;
  • pursuant to Article 3 of Consob Resolution no. 18079 of 20 January 2012, Eurotech has adopted the simplification procedure set out in Articles 70, paragraph 8, and 71, paragraph 1-bis, of the Regulation adopted by Consob with Resolution no. 11971 of 14 May 1999 as amended and supplemented. Therefore, it opts to derogate from the requirement to publish the information

documents set out in Attachment 3B of this Consob Regulation for significant transactions such as mergers, spin-offs, capital increases via contributions in kind, acquisitions and sales.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Amaro, 12 November 2021

On behalf of the Board of Directors

Signed Mr. Paul Chawla Chief Executive Officer

Declaration of the Financial Reporting Manager

Amaro, 12 November 2021

DECLARATION

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

PURSUANT TO ART. 154-BIS , PARAGRAPH 2 – PART IV, TITLE III, CHAPTER II, SECTION V-BIS OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998: "CONSOLIDATED ACT ON MEASURES RELATING TO FINANCIAL INTERMEDIATION PURSUANT TO ARTICLES 8 AND 21 OF LAW NO. 52 OF 6 FEBRUARY 1996"

I, Sandro Barazza,

Financial Reporting Manager of Eurotech S.p.A., with reference to the Consolidated Interim Management Statement at 30 September 2021 approved by the company's Board of Directors on 12 November 2021,

STATE

in compliance with the matters set forth under art. 154 bis, paragraph 2, part IV, title III, chapter II, section V-bis of Italian Legislative Decree no. 58 of 24 February 1998, that, to the best of my knowledge, the Consolidated Interim Management Statement at 30 September 2021 corresponds to the accounting entries.

The Financial Reporting Manager Signed Sandro Barazza

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