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Eurotech

Quarterly Report Nov 13, 2017

4469_rns_2017-11-13_c34c7e76-2e8a-464c-b885-7605baea8ead.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: 13 November 2017 This report is available online in the 'Investors' section of the website www.eurotech.com

EUROTECH S.p.A.

Registered offices: Via Fratelli Solari 3/A, Amaro (Udine), Italy Paid-in share capital: EUR 8,878,946 fully paid in Tax code and Udine Company Register no.: 01791330309

Corporate Bodies
4
Performance highlights
5
Revenues by business line
6
Performance
7
Information for shareholders
8
The Eurotech Group 9
Summary of performance in the third quarter of 2017 and business outlook 11
Introduction
11
Reporting policies11
Assets transferred during the year 2016
12
Operating performance in the period12
Financial statements and explanatory notes16
Consolidated income statement16
Consolidated statement of comprehensive income18
Consolidated statement of financial position
19
Consolidated statement of changes in Equity
20
Net financial debt
21
Working capital
21
Cash flow
22
A –
Eurotech Group business
23
B –
Basis of consolidation
23
C -
Revenues
24
D –
Costs of raw & auxiliary materials and consumables used26
E –
Service costs
26
F –
Payroll costs26
G –
Other provisions and costs27
H –
Other revenues27
I -
Depreciation, amortisation and impairment27
J –
Financial income and expenses
27
K –
Income taxes
28
L –
Non-current assets28
a –
Intangible assets
29
b –
Property, plant and equipment29
M –
Net working capital30
N –
Net financial position
30
O –
Shareholders' equity30
P -
Assets classified as held for sale31
Q –
Significant events in the quarter
31
R –
Events after the reporting period
31
S -
Risks and uncertainties
32
T –
Other information
32
Declaration of the Financial Reporting Manager33

Corporate Bodies

Board of Directors
Chairman Giuseppe Panizzardi 1 5
Vice Chairman Roberto Siagri 6
Vice Chairman Dino Paladin 1
Director Giulio Antonello 1 2 6
Director Riccardo Costacurta 1 2 3 4 5
Director Chiara Mio 1 2 3 4 5 6
Director Giorgio Mosca 1
Director Carmen Pezzuto 1 2 4
Director Marina Pizzol 1 3

The Board of Directors currently in office was appointed by shareholders at the Annual General Meeting of 26 April 2017; it will remain in office until approval of the 2019 financial statements.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Board of Statutory Auditors
Chairman Gianfranco Favaro
Statutory auditor Laura Briganti
Statutory auditor Gaetano Rebecchini
Substitute auditor Clara Carbone
Substitute auditor Nicola Turello

The Board of Statutory Auditors currently in office was appointed by shareholders at the Annual General Meeting of 26 April 2017, and will remain in office until the approval of the 2019 financial statements.

Independent auditor

PricewaterhouseCoopers S.p.A.

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 Related Party Transactions

5 Member of the Remuneration Committee

6 Member of the Appointments Committee

Performance highlights

Income statement highlights

3rd Q 2017 % 3rd Q 2016 % % change (€'000) 9M 2017 % 9M 2016 % % change
OPERATING RESULTS
16,203 100.0% 14,143 100.0% 14.6% SALES REVENUES 38,206 100.0% 42,582 100.0% -10.3%
8,397 51.8% 6,847 48.4% 22.6% GROSS PROFIT MARGIN (*) 18,270 47.8% 21,077 49.5% -13.3%
1,535 9.5% 112 0.8% 1270.5% EBITDA (**) (2,863) -7.5% (361) -0.8% N/A
389 2.4% (1,221) -8.6% 131.9% EBIT (***) (6,465) -16.9% (4,226) -9.9% -53.0%
(2) 0.0% (1,166) -8.2% 99.8% PROFIT (LOSS) BEFORE TAXES (7,880) -20.6% (4,234) -9.9% -86.1%
(137) -0.8% (1,207) -8.5% 88.6% GROUP NET PROFIT (LOSS) FOR
THE PERIOD
(7,154) -18.7% (4,016) -9.4% -78.1%

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Income statement net of the accounting effects of purchase price allocation

3rd Q 2017
adjusted
% 3rd Q 2016 &
adjusted
% % change (€'000) 9M 2017
adjusted
% 9M 2016
adjusted
% % change
OPERATING RESULTS
16,203 100.0% 14,143 100.0% 14.6% SALES REVENUES 38,206 100.0% 42,582 100.0% -10.3%
8,397 51.8% 6,847 48.4% 22.6% GROSS PROFIT MARGIN (*) 18,270 47.8% 21,077 49.5% -13.3%
1,535 9.5% 112 0.8% n.s. EBITDA (**) (2,863) -7.5% (361) -0.8% N/A
955 5.9% (574) -4.1% 266.4% EBIT (***) (4,682) -12.3% (2,388) -5.6% -96.1%
564 3.5% (519) -3.7% 208.7% PROFIT (LOSS) BEFORE TAXES (6,097) -16.0% (2,396) -5.6% -154.5%
231 1.4% (970) -6.9% 123.8% GROUP NET PROFIT (LOSS) FOR
THE PERIOD
(5,995) -15.7% (3,060) -7.2% -95.9%

(*) Gross profit = difference between revenues from sale of products and services and consumption 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 its operating performance. Since the composition of EBITDA is not regulated by the reference accounting standards, the determination criteria applied by the Group may not be the same as that used by others and may therefore not be comparable.

(***) EBIT, or earnings before financial income and expenses, the valuations of affiliates at equity and income taxes for the period.

For a breakdown of effects arising from purchase price allocation, see the notes on page 13.

Balance sheet and financial highlights

€'000 at September
30, 2017
at December 31,
2016
at September 30,
2016
NET NON-CURRENT ASSETS 86,606 95,220 100,647
NET WORKING CAPITAL 14,553 17,076 17,476
NET INVESTED CAPITAL* 95,154 105,128 110,430
ASSETS HELD FOR SALES 8 769 769
SHAREHOLDERS' EQUITY 89,540 103,557 108,652
NET FINANCIAL POSITION 5,622 2,340 2,547

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

Employee headcount

at September
30, 2017
at December
31, 2016
at September
30, 2016
EMPLOYEES 298 321 326

Revenues by business line

Up until June 2017 the company represented two separate business lines, which were that of the NanoPCs and that of the HPCs (High Performance Computers). In consideration of the low volumes developed over recent years and the altered corporate strategy on HPCs, the two divisions were joined in July 2017 and the know-how generated during these years on the Supercomputers was applied in order to create embedded products with similar characteristics, although with considerably smaller sizes.

In the aftermath of this reorganisation, the only business line that the Group has is the NanoPC line. It comprises a) miniaturised electronic modules and systems for the transport, logistics, defence, security, medical and industrial sectors; and b) machine-to-machine (M2M) software platforms for Internet of Things (IoT) applications.

At 30 June 2017, the HPC business line had generated turnover of €56 thousand.

The HPC business line had generated turnover of €211 thousand, namely 0.5% of the Group's total turnover, during the first 9 months of 2016.

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 2017

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 1,319,020
Stock market capitalisation (based on the share's average price in September 2017) €45 million
Stock market capitalisation (based on the share's reference price at 30 September 2017) €45 million

Performance of Eurotech S.p.A. shares

Relative performance of EUROTECH S.p.A. shares 01.01.2017 – 30.09.2017

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 the headquarters in Italy.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

The technological paradigm followed by Eurotech is 'pervasive computing' or 'ubiquitous computing'. The pervasive concept combines three key factors: the miniaturisation of 'intelligent' devices, i.e. devices capable of processing information; their spread in the real world – inside buildings and equipment, on board vehicles, worn by people, and disseminated in the environment; and their ability to connect with each other in a network and communicating.

In this perspective, Eurotech creates miniaturised computers for special uses and with high energy efficiency, and SW platforms for M2M integration. By connecting to and cooperating with each other, these devices form the pervasive computing structure previously known as the 'pervasive computing grid', which today we call the 'Internet of Things'.

The Group's HW offering varies according to the positions of the various products in the value stack. The NanoPC is typically a miniature computer that can take the form of:

  • an embedded electronic system (i.e. inserted within a device or a system), often used as a component of OEM products;
  • an embedded subsystem used as an element of integrated systems;
  • a ready-to-use device employed in a great variety of application settings, often as support for the provision of value-added services.

All these Eurotech products of the NanoPC line have wireline or wireless communication channels to ensure their interconnection. It is this combination of computing and communication capabilities that makes Eurotech's products key elements of the pervasive scenario that the company wants to create.

The Group's NanoPC offering is used in several application fields, both conventional and emerging. Eurotech is most active in the transport, industrial, medical, defence, security and logistics sectors. The feature common to many of our Customers in all these sectors is they are seeking not only a supplier but also a centre of technological competence – and they often see in Eurotech a partner for innovating their products and their way of doing business. They choose Eurotech because they want to minimise the total cost of ownership of their projects and systems. They want to reduce their time-to-market and focus on their core businesses. They often need solutions for harsh operating conditions and for mission-critical applications, or supplies assured for long periods.

In addition to the indicated products, Eurotech designs and creates supercomputers with huge computing capacity, occupying little space and highly energy efficient, created via mass and parallel connection of highperformance miniaturised computers. These supercomputers are turning out to be indispensable in advanced sectors such as nanotechnology, biotechnology, cyber security and industrial fields.

While we continue to improve our consolidated hardware offering, we are increasingly tackling the challenge of creating end-to-end solutions to seamlessly interconnect distributed smart objects and transport valuable data from these objects to business applications, leveraging on the Cloud IT infrastructure.

Any object that is equipped with a small interconnected computer can generate a flow of data and has the potential to become a web-monitored asset, whether it be a vending machine, a bundle of bank notes, an agricultural vehicle or a level crossing. But to create the 'Internet of Things', the interface between the real and the digital worlds, between sensors and the web, and between smart devices and applications in the Cloud, have to be managed.

At Eurotech, we know how to process significant data from assets in the real world, transport them in the Cloud and make them usable in business processes and applications. Today, our systems and devices can be easily integrated within a Cloud infrastructure, whether public or private, via our Everywhere Cloud software platform, which rapidly connects smart objects to build M2M (machine-to-machine) distributed systems for IoT (Internet of Things) solutions. Thanks to our platform, our partners and customers can create flexible solutions that support value-added service provision and asset monitoring systems in a whole range of operating contexts.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Summary of performance in the third quarter of 2017 and business outlook

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Introduction

The consolidated interim management statement of the Eurotech Group at 30 September 2017, which has not been independently audited, and the statements for comparative periods were drawn up according to the IASs/IFRSs issued by the International Accounting Board and endorsed by the European Union.

The Group's results at 30 September 2017 and comparable periods were prepared according to the IASs/IFRSs 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 financial statements at 30 September 2017 prepared by the consolidated companies and adjusted, where necessary, to align them with the Group's IFRScompliant accounting and classification policies.

The accounting policies and consolidation methods used to prepare the consolidated interim management statement are consistent with those used in the Consolidated Annual Financial Report at 31 December 2016, to which we expressly invite readers to refer, except for the adoption of new standards, amendments and interpretations in force at 1 January 2017.

The standards, amendments and interpretations that have gone into effect since 1 January 2017 and that are applied by the Group are briefly described below. The application of these standards, amendments and interpretations had no particular impact on the consolidated financial statements of the Group since they regulate matters not present, or that affect only financial disclosure.

  • Amendment to IAS 12 – Income taxes: recognition of deferred tax assets on unrealised losses. On 19 January 2016, the IASB published several amendments to IAS 12 in order to clarify how to recognise the deferred tax assets relating to debt instruments measured at fair value.

  • Amendment to IAS 7 – Cash flow statement: disclosure initiative. The purpose of the amendment published on 29 January 2016 is to improve the presentation and disclosure of financial information in the financial reports and to resolve some critical issues reported by operators.

Taxes have been calculated based on the current best possible estimates. 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 (€'000).

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, financial income and expenses, the valuations of affiliates at equity and income taxes for the period.
  • EBIT, or earnings before financial income and expenses, the valuations of affiliates at equity and income taxes for the period.

Assets transferred during the year 2016

The item shows an amount referring to the first nine months of 2016 only.

This figure refers to the transaction carried out on 29 February 2016 by the subsidiary IPS Sistemi Programmabili S.r.l., which signed an agreement to sell the Security and Traffic business unit. The consideration of the transaction was set by the parties at €2.45 million. This amount was adjusted based on the working capital of the business unit at 29 February, which proved to be negative in Eurotech's favour for €108 thousand. The consideration of €2.45 million was collected on the date the contract of sale was signed, while the adjustment that had been defined by the parties was entirely settled by the end of 2016.

In application of "IFRS5 - Non-current assets held for sale and discontinued operations", the financial results of the business unit sold remained classified to the balance sheet items by nature, as the transaction did not fall under the category of major line of business.

The capital gain coming from the sale was, as a result, classified under the item "Other revenues" at 30 June 2016, and amounted to €1,705 thousand.

Operating performance in the period

The favorable performance of the third quarter of 2017 made it possible to recover part of the gap compared to last year that had accumulated during the first half of 2017. Turnover of the quarter amounted to €16.20 million and group revenues in the first nine months of 2017 totalled €38.21 million, compared to €42.58 million of 2016.

The actions taken during the year, above all in the US area, are generating benefits with recovery of the turnover and orders of the year, which continue to be about 20% higher than those of the same period of 2016 at Group level.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

The time needed to finalise the current negotiations is still slower than usual, particularly with regard to those related to the transport sector in the Italian area where the conclusion of supply contracts required more time than expected. The effects on sales should appear in the last quarter of the year.

The Group has worked on the coordination between the various structures in the various geographical area, by continuing to invest in development, marketing and sales activities, with the aim of increasing their efficiency and making the operational structures more and more effective to customers.

In the IoT segment, the Group continues to work on the construction of an indirect sales channel to be joined to the direct channel, which represent today the main sales channel. The indirect channel will have the advantage of leveraging both the partner's customer base and the vertical competencies of the partners so that we can enjoy a larger and varied market and where our IoT technological platform in industry (Industry 4.0) is highly appreciated.

The analysts continue to see the IoT market as one of the most promising in terms of expected growth and for the figures that will generate there. However more time than anticipated will be necessary for the transition from the POC (Proof of Concept) to the large-scale production phase given the complexity of the digital transformation that companies must undertake. Nevertheless, the number of opportunities for which the Group is working has doubled in the last 9 months.

Before commenting on the income statement figures in more detail, we must point out that some of them reflect the effects of the recognition in the accounts of purchase price allocationsA relating to the business combinations of Advanet Inc.

The following is a summary of interim results with and without the effects of PPA:

  • EBIT would have come out at €-4.68 million, rather than €-6.46 million;

  • the pre-tax loss would have been €-6.10 million, rather than €-7.88 million;

  • the consolidated net loss would have been €-5.99 million rather than €-7.15 million.

As surmised, gross profit came in at 47.8%, higher than the 44.9% made in the first 6 months and approaches the expectations at the start of the year as well as what was registered in the first nine months of 2016 (9 months 2016: 49.5%). The recovery of the margin, whose value in the third quarter was 51.8% of sales, is determined by the mix of different products with a higher margin. An improvement in the margin is expected also in the fourth quarter, based on the backlog and on the recovery of the turnover. As always, the margin is tied to the product mix, the fields of application and the geographic market outlets, so it may sustain changes from one quarter to the next.

This quarter management continue to focus much of its attention on reducing operating costs in order to be able to break even at the operational level as quickly as possible. Gross of adjustments, these costs were reduced by €1.84 million (7.13%), from €25.83 million in the first nine months of 2016 to €23.99 million in the first nine months of 2017.

A In detail, the effects of the recognition in the accounts of purchase price allocation relating to the business combination of Advanet Inc. can be summarised as follows:

depreciation, amortisation and impairment: €1,783 thousand (€1,838 thousand at 30 September 2016), equal to the higher amortisation charged to the higher value attributed to customer relationships (intangible assets);

lower income taxes: €624 thousand (€882 thousand at 30 September 2016) resulting from the tax effect on adjustments made.

In addition to cutting costs for services deemed unnecessary during this stage of strategic focus, this reduction in operating costs was also achieved by reducing the net absolute number of employees after measures were taken to rationalise operational structures in general.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Due to a trend in revenues incapable to meet the leverage, despite the considerable reduction in operating costs, they were 62.8% of revenues in the first nine months of 2017, as compared to 60.7% in the first nine months of 2016. The percentage remarkably improved compared to the 74.9% at 30 June 2017 and it is believed that it can further improve by virtue of the expected performance of turnover in the fourth quarter. The growth in the backlog over the 2016 period will contribute to return to levels more in line with the average of past years.

EBITDA totalled €-2.86 million (-7.5% of revenues) for the first nine months of the year, compared with €-0.36 million for 2016 (-0.8% of revenues). Thanks to operating cost containment, and despite reduced revenues by Euro 4.38 million, the difference between one period and the other, net of the gain realized last year from the sale of branch of the subsidiary IPS Sistemi Programmabili Srl (Euro 1.70 million), was in the amount of Euro 0.7 million.

EBIT came to €-6.46 million in the first nine months of 2017 (-16.9% of revenues), compared to €-4.23 million in the first nine months of 2016 (-9.9% of revenues). The EBIT figure also reflects the effects of depreciation and amortisation charged to the income statement in 9M17, as well as the trend in EBITDA mentioned previously. Depreciation and amortisation derive from operating assets becoming subject to depreciation and amortisation in the period under review and the non-monetary effects arising from price allocation of Advanet Inc. The effect on EBIT of the PPA amounts in 9M17 was €1.78 million, versus €1.84 million in 9M16.

Net finance expense was €-1.29 million in the first nine months of 2017, affected by the foreign currency trends (in terms of average value), as compared to the net finance expense of €-60 thousand in 9M16. Overall, foreign exchange differences had a negative effect on the period of €1.01 million, compared with a positive effect of €0.22 million in 9M16. Financial management relating to interest had an effect of €0.26 million in 9M17, in line with the figure of 9M16. For greater detail, readers should refer to the comments made in Note "J".

A pre-tax loss of €7.88 million was registered for the 9M17 (compared with a loss of €4.23 million in the 9M16). This performance was influenced by the factors outlined above. The effects of price allocation on the pre-tax result amounted to €1.78 million in 9M17 and €1.84 million in 9M16.

The Group net result amounted to €-7.15 million (€-4.02 million in 9M16). Not only does it reflect the changes in the pre-tax result, but the performance also was caused by the effect of the tax burden on the Group's various units.

Total PPA effects on the Group net result in 9M17 amounted to €1.16 million (9M16: €0.96 million).

With regard to the third quarter, all indices the Group monitors were positive and provide a bright outlook for the fourth quarter and, as a result, for the end of the year.

The quarter that just ended resulted in a positive EBIT of €0.39 million (2.4% of turnover) and broke even with the pre-tax result.

More specifically, turnover was affected (as commented on above) by the sound performance of the US and European (the UK in particular) areas with respect to the comparative period. The quarter in question closed with total turnover of €16.20 million (€14.14 million in 3Q16), up 14.6% compared to the same quarter the previous year; the value of the turnover of the quarter corresponds to 42.4% of the turnover of the nine-month period, while it was 33.2% of the turnover of the same period in 2016.

Gross profit (51.8%) in the quarter under review went up compared to what was recorded in the past quarters and higher than the figure of the same period of 2016 (9M16: 48.4%).

The interim results are influenced by the trend in turnover and by the resulting gross profits generated, and by the reduced operating costs and amortisation charged in the quarter. Third quarter 2017 EBITDA was positive for €1,535 thousand (9.5% of revenues of the quarter), while it was also positive for €112 thousand in the 3Q16 (0.8% of revenues).

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EBIT was also positive and influenced by the margins described in the third quarter of 2017, totalling €389 thousand (2.4% as a percentage of revenues), versus a negative result of €-1.22 million (-8.6% of revenues) in the same period of 2016. PPA had a negative effect on EBIT of €566 thousand in the third quarter of 2017 and €647 thousand in the same period of 2016.

These trends contributed to generate the interim 9M results mentioned above.

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

CONSOLIDATED INCOME STATEMENT of which of which change (b-a)
(€ '000) Note 9M 2017 (b) related
parties
% 9M 2016 (a) related
parties
% amount %
Sales revenue C 38,206 347 100.0% 42,582 1,442 100.0% (4,376) -10.3%
Cost of material D (19,936) (469) -52.2% (21,505) (552) -50.5% (1,569) 7.3%
Gross profit 18,270 47.8% 21,077 49.5% (2,807) -13.3%
Services costs E (8,446) (21) -22.1% (8,885) (26) -20.9% (439) -4.9%
Lease & hire costs (1,300) -3.4% (1,332) -3.1% (32) 2.4%
Payroll costs F (13,698) -35.9% (14,995) -35.2% (1,297) 8.6%
Other provisions and costs G (541) -1.4% (615) -1.4% (74) 12.0%
Other revenues H 2,852 7.5% 4,389 1,705 10.3% (1,537) -35.0%
EBITDA (2,863) -7.5% (361) -0.8% (2,502) n.s.
Depreciation & Amortization I (3,602) -9.4% (3,865) -9.1% (263) -6.8%
EBIT (6,465) -16.9% (4,226) -9.9% (2,239) 53.0%
Share of associates' profit of equity (121) -0.3% 52 0.1% 173 332.7%
Subsidiaries management L 0 0.0% 0
Finance expense J (1,926) -5.0% (1,028) -2.4% 898 -87.4%
Finance income J 632 4 1.7% 968 2.3% (336) -34.7%
Profit before tax (7,880) -20.6% (4,234) -9.9% (3,646) 86.1%
Income tax K 726 1.9% 218 0.5% (508) -233.0%
Net profit (loss) before minority interest (7,154) -18.7% (4,016) -9.4% (3,138) 78.1%
Minority interest O 0 0.0% 0 0.0% 0 n/a
Group net profit (loss) O (7,154) -18.7% (4,016) -9.4% (3,138) 78.1%
Base earnings per share (0.209) (0.117)
Diluted earnings per share (0.209) (0.117)
CONSOLIDATED INCOME STATEMENT
(€ '000) 3rd Qtr 2017 % 3rd Qtr 2016 %
Sales revenue 16,203 100.0% 14,143 100.0%
Cost of material (7,806) -48.2% (7,296) -51.6%
Gross profit 8,397 51.8% 6,847 48.4%
Services costs (2,639) -16.3% (2,794) -19.8%
Lease & hire costs (402) -2.5% (445) -3.1%
Payroll costs (4,301) -26.5% (4,776) -33.8%
Other provisions and costs (164) -1.0% (236) -1.7%
Other revenues 644 4.0% 1,516 10.7%
EBITDA 1,535 9.5% 112 0.8%
Depreciation & Amortization (1,146) -7.1% (1,333) -9.4%
EBIT 389 2.4% (1,221) -8.6%
Share of associates' profit of equity (118) -0.7% (26) -0.2%
Subsidiaries management 113 0.7% 0 0.0%
Finance expense (612) -3.8% (326) -2.3%
Finance income 226 1.4% 407 2.9%
Profit before tax (2) 0.0% (1,166) -8.2%
Income tax (135) -0.8% (41) -0.3%
Net profit (loss) before minority interest (137) -0.8% (1,207) -8.5%
Minority interest 0 0.0% 0 0.0%
Group net profit (loss) (137) -0.8% (1,207) -8.5%

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Consolidated statement of comprehensive income

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€/000)
Note
9M 2017 9M 2016
Net profit (loss) before minority inerest (A) (7,154) (4,016)
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 2 (7)
Tax effect - -
2 (7)
Foreign balance sheets conversion difference (3,013) 8,175
Exchange differences on equity investments in foreign (4,079) (875)
companies
Tax effect
- -
(4,079) (875)
After taxes net other comprehensive income to be
reclassified to profit or loss in subsequent periods
(B)
(7,090) 7,293
Items not to be reclassified to profit or loss in
subsequent periods:
Actuarial gains/(losses) on defined benefit plans for
employees
0 49
Tax effect - (14)
0 35
After taxes net other comprehensive income not
being reclassified to profit orloss in subsequent
periods (C)
0 35
Comprehensive net result (A+B+C) (14,244) 3,312
Comprehensive minority interest 0 0
Comprehensive Group net profit (loss) for period (14,244) 3,312

See explanatory note on page 24.

Consolidated statement of financial position

ASSETS
Intangible assets
81,703
89,715
Property, Plant and equipment
2,541
2,993
Investments in affiliate companies
0
11
Investments in other companies
163
301
Deferred tax assets
1,518
1,465
Medium/long term borrowing allowed to
85
85
95
95
affiliates companies and other Group
companies
Other non-current assets
596
640
L
Total non-current assets
86,606
95,220
Inventories
18,541
19,337
Trade receivables
10,316
591
15,813
1,037
Income tax receivables
699
155
Other current assets
1,916
1,414
Other current financial assets
76
76
Cash & cash equivalents
7,450
9,186
Total current assets
38,998
45,981
Non-current assets classified as held for
P
8
769
sale
Total assets
125,612
141,970
LIABILITIES AND EQUITY
Share capital
8,879
8,879
Share premium reserve
136,400
136,400
Other reserves
(55,739)
(41,722)
Group shareholders' equity
O
89,540
103,557
Equity attributable to minority interest
O
0
0
Total shareholders' equity
O
89,540
103,557
Medium-/long-term borrowing
3,636
3,475
Employee benefit obligations
2,304
2,437
Deferred tax liabilities
2,919
3,767
Other non-current liabilities
697
869
Total non-current liabilities
9,556
10,548
Trade payables
11,454
285
13,459
300
Short-term borrowing
9,587
8,210
Derivative instruments
10
12
Income tax liabilities
80
642
Other current liabilities
5,385
5,542
Total current liabilities
26,516
27,865
Total liabilities
36,072
38,413
Total liabilities and equity
125,612
141,970
(€'000) Notes at September 30,
2017
of which
related parties
at December 31,
2016
of which
related parties

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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, 2015 8,879 1,200 136,400 10,601 ( 47,761) ( 8) ( 372) 5,718 ( 3,097) ( 6,223) 105,337 - 105,337
2015 Result allocation - 185 - - ( 6,408) - - - - 6,223 - - -
Profit (loss) as at September 30,
2016
Comprehensive other profit
(loss):
- - - - - - - - - ( 4,016) ( 4,016) - ( 4,016)
- Hedge transactions - - - - ( 7) - - - - ( 7) - ( 7)
Actuarial gains/(losses) on
defined benefit plans for
- Foreign balance sheets
- - - - - - 35 - - - 35 - 35
conversion difference - - - 8,175 - - - - 8,175 - 8,175
- Performance Share Plan - - - - 3 - - - - - 3 - 3
- Exchange differences on equity
investments in foreign companies
- - - - - - - ( 875) - - ( 875) - ( 875)
Comprehensive result - - - 8,175 3 ( 7) 35 ( 875) - ( 4,016) 3,315 - 3,315
Balance as at September 30, 2016 8,879 1,385 136,400 18,776 ( 54,166) ( 15) ( 337) 4,843 ( 3,097) ( 4,016) 108,652 - 108,652

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€'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, 2016 8,879 1,385 136,400 12,689 ( 54,109) ( 12) ( 398) 6,889 ( 3,097) ( 5,069) 103,557 - 103,557
2016 Result allocation - - - - ( 5,069) - -
-
- 5,069 - - -
Profit (loss) as at September 30,
2017
- Performance Share Plan
-
-
-
-
-
-
-
-
227 - -
-
-
-
-
-
-
-
( 7,154)
-
( 7,154)
227
-
-
( 7,154)
227
Comprehensive other profit (loss):
- Hedge transactions
- Foreign balance sheets conversion
difference
-
-
-
-
-
-
-
( 3,013)
- 2 -
-
-
-
-
-
-
2
( 3,013)
-
-
2
( 3,013)
- Exchange differences on equity
investments in foreign companies
- - - - - -
-
( 4,079) - - ( 4,079) - ( 4,079)
Comprehensive result - - - ( 3,013) - 2
-
( 4,079) - ( 7,154) ( 14,244) - ( 14,244)

Balance as at June 30, 2017 8,879 1,385 136,400 9,676 ( 58,951) ( 10) ( 398) 2,810 ( 3,097) ( 7,154) 89,540 - 89,540

Net financial debt

Pursuant to the CESR recommendation of 10 February 2005, the following table shows the Group's net financial debt at 30 September 2017, breaking it down by due date and comparing it with the situation at 30 September 2016 and 31 December 2016:

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€'000) at September 30,
2017
at December 31,
2016
at September 30,
2016
Cash & cash equivalents A (7,450) (9,186) (8,028)
Cash equivalent B=A (7,450) (9,186) (8,028)
Other current financial assets C (76) (76) (5)
Derivative instruments D 10 12 15
Short-term borrowing E 9,587 8,210 6,492
Short-term financial position F=C+D+E 9,521 8,146 6,502
Short-term net financial position G=B+F 2,071 (1,040) (1,526)
Medium/long term borrowing H 3,636 3,475 4,163
Medium-/long-term net financial position I=H 3,636 3,475 4,163
(NET FINANCIAL POSITION) NET DEBT pursuant to
CONSOB instructions J=G+I 5,707 2,435 2,637
Medium/long term borrowing allowed to affiliates companies and
other Group companies K (85) (95) (90)
(NET FINANCIAL POSITION) NET DEBT L=J+K 5,622 2,340 2,547

Working capital

The Group's working capital as at 30 September 2017, compared with the situation at 30 September 2016 and 31 December 2016, is as follows:

(€'000) at September 30,
2017
(b)
at December 31,
2016
(a)
at September 30,
2016
Changes
(b-a)
Inventories 18,541 19,337 20,940 (796)
Trade receivables 10,316 15,813 12,369 (5,497)
Income tax receivables 699 155 307 544
Other current assets 1,916 1,414 2,548 502
Current assets 31,472 36,719 36,164 (5,247)
Trade payables (11,454) (13,459) (12,425) 2,005
Income tax liabilities (80) (642) (209) 562
Other current liabilities (5,385) (5,542) (6,054) 157
Current liabilities (16,919) (19,643) (18,688) 2,724
Net working capital 14,553 17,076 17,476 (2,523)

Cash flow

(€'000) at September 30,
2017
at December 31,
2016
at September 30,
2016
Cash flow generated (used) in operations A (1,591) (1,426) (2,467)
Cash flow generated (used) in investment activities B (1,068) (34) 570
Cash flow generated (absorbed) by financial assets C 1,234 (566) (1,539)
Net foreign exchange difference D (311) (218) 34
Increases (decreases) in cash & cash equivalents E=A+B+C+D (1,736) (2,244) (3,402)
Opening amount in cash & cash equivalents 9,186 11,430 11,430
Cash & cash equivalents at end of period 7,450 9,186 8,028

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

A – Eurotech Group business

The Group's activities, which were divided into two business line (NanoPC and HPC by June 30, have now been grouped into one sector, including both miniaturised and high capacity computers for special uses and M2M integration SW platforms.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

The business line is represented by modules, systems and platforms currently targeting the transport, industrial, medical, security, defence and logistics sectors.

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, as well as Dynatem Inc. 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 Italian stock exchange) since 30 November 2005.

B – Basis of consolidation

The companies included in the basis of consolidation on a line-by-line basis at 30 September 2017 are as follows:

Company name Registered offices Share capital Group share
Parent company
Eurotech S.p.A. Via Fratelli Solari, 3/A – Amaro (UD) Euro 8,878,946
Subsidiary companies consolidated line-by-line
Aurora S.r.l. Via Fratelli Solari, 3/A – Amaro (UD) Euro 10,000 100.00%
Dynatem Inc. (2) Mission Viejo (USA) USD 1,000 100.00%
ETH Devices S.r.o. in liquidation Bratislava (Slovakia) Euro 10,000 100.00%
EthLab S.r.l. Via Dante, 300 – Pergine Valsugana (TN) Euro 115,000 100.00%
Eurotech Inc. Columbia (USA) USD 26,500,000 100.00%
Eurotech Ltd. Cambridge (UK) GBP 33,333 100.00%
E-Tech USA Inc. Columbia (USA) USD 8,000,000 100.00%
Eurotech France S.A.S. Venissieux (France) Euro 795,522 100.00%
I.P.S. Sistemi Programmabili S.r.l. Via Piave, 54 – Caronno Varesino (VA) Euro 51,480 100.00%
Advanet Inc. Okayama (Giappone) JPY 72,440,000 90.00% (1)
(1)
consolidated.
(2)
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
The company was merged by incorporation into Eurotech Inc. with effect starting from 1 October 2017.
Subsidiaries valued at equity
Rotowi Technologies S.p.A. in liquidation
(formerly U.T.R.I. S.p.A.)
Via del Follatolo, 12 – Trieste 21.31%
Other smaller companies valued at cost
Kairos Autonomi Salt Lake City (USA) 19.00%
Affiliated companies booked under assets held for sale
eVS embedded Vision Systems S.r.l. Ca' Vignal2, Strada Le Grazie 15 – Verona 24.00%

The main changes with regard to subsidiaries and affiliates compared with 31 December 2016 are as follows:

  • 01/01/2017 the company eVS embedded Vision Systems was classified under assets held for sale;
  • 02/05/2017 the company Chengdu Vantron Technology Inc. was sold to the majority shareholder;
  • 04/07/2017 the Slovak company ETH Devices S.r.o. was placed in liquidation
  • 07/09/2017 the companies Dynatem Inc. and Eurotech Inc. approved the merger by incorporation of Dynatem Inc into Eurotech Inc. with effect starting from 1 October 2017.

The following table provides information on the exchange rates used to translate foreign companies' financial statements into the Eurotech Group's presentation currency (the euro). The rates correspond to those released by the Italian Foreign Exchange Bureau (Ufficio Italiano Cambi).

Currency Average 9Months
2017
As of
September 30,
2017
Average 2016 As of December
31, 2016
Average
9Months 2016
As of
September 30,
2016
British pound sterling 0.87318 0.88178 0.81948 0.85618 0.80304 0.86103
Japanese Yen 124.68130 132.82000 120.19665 123.40000 120.95228 113.09000
USA Dollar 1.11403 1.18060 1.10690 1.05410 1.11617 1.11610

C - Revenues

Revenues earned by the Group amount to €38.21 million (€42.58 million in the first nine months of 2016), a decrease of €4.37 million (10.3%) on the same period of last year. This trend is due to the reduction in turnover in Europe and Japan compared to the period of comparison. Although it had been damaged by the effects of currency conversion, the US area reported a 5.4% increase.

For operating purposes, the Group is currently organised with only one business line, also known as business segment, called "NanoPC".

On the basis of criteria for monitoring activities currently used by top management, 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 location of Group assets and operations. The areas identified within the Group are: Europe, North America and Asia.

Revenues by business segment

The Group has only one business segment since 1 July 2017.

Until that time, the Group had always represented two business lines: Nano Pcs and HPCs. At 30 June 2017, the turnover of the HPC business line amounted to €56 thousand. The turnover of the HPC business line had amounted to €211 thousand during the first 9 months of 2016.

Revenues by business region

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

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€' 000) North America Europe Asia Correction, reversal and elimination Total
9M 2017 9M 2016 % YoY
Change
9M 2017 9M 2016 % YoY
Change
9M 2017 9M 2016 % YoY
Change
9M 2017 9M 2016 % YoY
Change
9M 2017 9M 2016 % YoY
Change
Third party Sales 15,814 14,774 6,150 10,058 16,242 17,750 0 0 38,206 42,582
Infra-sector Sales 276 389 2,317 2,760 49 189 ( 2,642) ( 3,338) 0 0
Total Sales revenues 16,090 15,163 6.1% 8,467 12,818 -33.9% 16,291 17,939 -9.2% ( 2,642) ( 3,338) 20.9% 38,206 42,582 -10.3%

The North American business area's revenues totalled €16.09 million in 9M17 compared with €15.16 million in 9M16, and are up 6.1%. This change is due to a recovery of orders in which the entire US structure, with the support of the parent company's management, was involved. A certain misalignment between the conclusion of the supply of several personalised products tied to orders and projects obtained in past years (phase-out) and the new projects (phase-in) still remains. However, the increases in orders received until now from new customers and consolidated customers may continue to generate increased turnover in the area. So in the meantime, continuous relations with the traditional customers are strategic as they have always counted on the reliability of the Group and on Eurotech's possibility to solve its customers' technological problems, also from the innovation partnership viewpoint.

Due to the reduction in the Italian area, the European business area registered a drop in revenues from €12.82 million in 9M16 to €8.47 million in 9M17, which represents a decrease of 33.9% including interregional sales. This decrease is due to the delays in signing several agreements in the transport sector. Performance is still nevertheless mixed and the stagnant situation is leading to growth issues in the three major European countries where the group operates (Italy, France and the UK). The IoT/M2M offering continues to draw a large amount of interest as regards both the software platform and the gateways, with a larger and larger number of customers using the platform and requiring attainment of PoC.

The Asian business area registered a decrease of 9.2%. Net of the foreign exchange effect, turnover would show a 6.4% drop due to the shift of deliveries to the next quarter requested by some customers.

Revenues by customer geographical area

3rd Q 2017 % 3rd Q 2016 BREAKDOWN BY
%
GEOGRAPHIC AREA
9M 2017 % 9M 2016 % var. %
2,030 12.5% 1,562 11.0% European Union 5,397 14.1% 7,208 16.9% -25.1%
7,297 45.0% 4,364 30.9% United States 15,833 41.4% 15,028 35.3% 5.4%
6,604 40.8% 7,577 53.6% Japan 16,242 42.5% 17,729 41.6% -8.4%
272 1.7% 640 4.5% Other 734 1.9% 2,617 6.1% -72.0%
16,203 100.0% 14,143 TOTAL SALES AND
100.0%
SERVICE REVENUES
38,206 100.0% 42,582 100.0% -10.3%

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

With reference to the figures by geographical area reported in the table, revenues generated in the nine-month period in the US went up by 5.4% and it contributed 41.4% to total revenues in the first nine months of 2017.

Despite the 8.4% reduction, Japan was again the predominant area in the first 9 months by contributing 42.5% to the Group's revenues.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

In Europe, again with reference to customer location, turnover decreased by 25.1%, and accounted for about 14.1% of total revenues. The area is still affected by sluggish demand for the traditional products, and a demand still in the growth stage for the new M2M/IoT offer, even if a recovery is expected in the upcoming quarter.

D – Costs of raw & auxiliary materials and consumables used

Costs of raw & auxiliary materials and consumables used, which relate in absolute terms to sales, fell in the period under review from €21.51 million in 9M16 to €19.94 million in 9M17. Due to the different mix of products, the consumption of raw & auxiliary materials and consumables decreased less than proportionately compared with the sales trend, resulting in a reduction in gross profits in percentage, but recovering a few percentage points compared to what was registered in the half-year.

As a percentage of revenues, consumption of raw & auxiliary materials and consumables rose to 52.2% in 9M17 (compared with 50.5% in 2016).

E – Service costs

Service costs decreased from €8.88 million in 9M16 to €8.44 million in 9M17, a sizeable decrease in absolute terms of €0.44 million, or 4.9%. This cost item decreased as a percentage of revenues from 20.9% in 9M16 to 22.1% in 9M17.

F – Payroll costs

In the period under review, payroll costs decreased by 8.6%, from €14.99 million to €13.70 million. This cost decrease is connected with the reduced number of employees following the reorganisation of the work force in several geographical areas.

As shown in the table below, the number of Group employees decreased at the end of the period under review, dropping from 326 in 9M16 to 298 in 9M17. The figure is also down by 23 units compared to the 31 December 2016 figure. The actions taken were to create a more efficient operational structure with the right size and with new skills to following the strategic development guidelines.

The table below shows the number of Group employees by category, in each of the periods compared:

at September at December at September
Employees 30, 2017 31, 2016 30, 2016
Manager 5 10 6
Clerical workers 277 287 296
Line workers 16 24 24
TOTAL 298 321 326

G – Other provisions and costs

At 30 September 2017, this item included a provision for doubtful accounts of €67 thousand (€85 thousand in the first nine months of 2016), and refers to provisions made for the possibility of uncollectable trade receivables.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Other provisions and costs as a percentage of revenues were 1.4%, a figure similar to that of the same period in 2016.

H – Other revenues

Other revenues fell by €1.54 million. This item decreased from €4.39 million in 9M16 to €2.85 million in 9M17. The difference is mainly due to the non-recurring capital gain made in 2016 from the transfer of the IPS business unit described on page 12 for €1.70 million. Other revenues comprise the capitalisation of development costs for new solutions featuring highly integrated standard modules and systems for €1.74 million (€1.39 million in the 9M16), as well as miscellaneous income of €0.63 million (€1.94 million in the 9M16), while operating grants totalled €0.48 million (€1.06 thousand in the 9M16).

I - Depreciation, amortisation and impairment

This item decreased by €0.26 million, from €3.86 million in 9M16 to €3.60 million in 9M17, due to the lower depreciation and amortisation recognised.

PPA depreciation and amortisation at 30 September 2017, which came to €1.78 million, totally refer to the residual amount of the Advanet Inc. customer relationship.

J – Financial income and expenses

Financial expenses went from €1.03 million in 9M16 to €1.93 million in 9M17 due to the combined effect of the increase in exchange rate losses and an overall reduction in other financial expenses.

The different impact of exchange rates also impacted financial income, which went from €0.97 million in 9M16 to €0.63 million in 9M17; in addition to lower gains on exchange rates, other financial income gains decreased as well.

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

  • foreign exchange losses: €1.61 million at 30 September 2017 (4.2% as a percentage of revenues), compared with €0.64 million at 30 September 2016 (1.5% as a percentage of revenues);
  • foreign exchange gains: €0.60 million at 30 September 2017 (1.6% as a percentage of revenues), compared with €0.86 million at 30 September 2016 (2.0% as a percentage of revenues);
  • miscellaneous interest expenses: €314 thousand at 30 September 2017 (0.8% as a percentage of revenues), compared with €387 thousand at 30 September 2016 (0.9% as a percentage of revenues).
3rd Q 2017 3rd Q 2016 (€'000) 9M 2017 9M 2016
500 227 Exchange-rate losses 1,612 641
105 89 Interest expenses 278 280
2 3 Expenses on derivatives 6 5
5 7 Other finance expenses 30 102
612 326 Financial charges 1,926 1,028
3rd Q 2017 3rd Q 2016 (€'000) 9M 2017 9M 2016
221 308 Exchange-rate gains 599 858
0 (8) Interest income 18 0
5 107 Other finance income 15 110
226 407 Financial incomes 632 968

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

K – Income taxes

Taxes at 30 September 2017 are receivable and amount to a total of €0.73 million (of which €0.43 million for current taxes and €1.16 million for net deferred tax assets) compared with tax of €0.22 million at 30 September 2016 (of which €0.77 million for current taxes and €0.98 million for net deferred tax assets), representing a lower cost of €0.51 million.

L – Non-current assets

The negative change in non-current assets between 31 December 2016 and 30 September 2017 for € 8.61 million was primarily due to foreign exchange rate changes, as well as net investments of €1.94 million in property, plant and equipment and intangible assets (before depreciation and amortisation totalling €3.60 million).

The most significant increase is related to intangible assets and is largely linked to projects to develop new products carried out by the Group.

a – Intangible assets

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

(€ '000) DEVELOPMENT
COSTS
GOODWILL SOFTWARE
TRADEMARKS
PATENTS
ASSETS UNDER
CONSTRUCTION
& ADVANCES
OTHER
INTANGIBLE
ASSETS
TOTAL
INTANGIBLE
ASSETS
OPENING BALANCE (A) 2,322 74,339 8,759 2,224 2,071 89,715
Changes as at September 30, 2017
- Purchases 88 - 21 1,640 - 1,749
- Amortisation and impairment in period (-) ( 1,162) - ( 68) - ( 1,814) ( 3,044)
- Other changes 1,350 ( 5,840) ( 626) ( 1,568) ( 33) ( 6,717)
Total changes (B) 276 ( 5,840) ( 673) 72 ( 1,847) ( 8,012)
CLOSING BALANCE (A+B) 2,598 68,499 8,086 2,296 224 81,703

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

at December 31, 2016
Goodwill Trademark with
an indefinite
useful life
Goodwill Trademark with
an indefinite
useful life
41,987 7,973 45,193 8,582
20,783 - 23,269 -
4,953 - 5,101 -
686 - 686 -
90 - 90 -
68,499 7,973 74,339 8,582
at September 30, 2017

b – Property, plant and equipment

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

(€ '000) LAND AND
BUILDINGS
PLANT AND
MACHINERY
INDUSTRIAL &
COMMERCIAL
EQUIPMENT
OTHER ASSETS ASSETS UNDER
CONSTRUCTION &
ADVANCES
LEASED
ASSETS
TOTAL
PROPERTY,
PLANT &
EQUIPMENT
OPENING BALANCE (A) 1,122 320 534 883 2 132 2,993
Changes as at September 30, 2017
- Purchases 5 17 63 106 - - 191
- Disposals - ( 3) ( 2) ( 16) - - ( 21)
- Amortisation and impairment in
period (-)
( 23) ( 73) ( 211) ( 208) - ( 43) ( 558)
- Other changes - ( 4) ( 24) ( 36) - - ( 64)
Total changes (B) ( 18) ( 63) ( 174) ( 154) - ( 43) ( 452)
CLOSING BALANCE (A+B) 1,104 257 360 729 2 89 2,541

M – Net working capital

Net working capital decreased by €2.52 million, from €17.08 million at 31 December 2016 to €14.55 million at 30 September 2017.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Current assets fell by €5.25 million because of the reduced trade receivables and inventories, and are only partly offset by the increase in deferred tax assets and the other current assets. The reduction in current liabilities, €2.72 million, is mainly due to the decreased trade payables and income tax payables.

N – Net financial position

The Group's net financial position at 30 September 2017 is €5.62 million, compared with the amount of €2.34 million at 31 December 2016.

The change is mainly due to the use of available cash to support current operations, also considering the historic seasonality of the Eurotech Group's turnover, which generates greater cash in bank during the second part of the half-year, and the disbursement for investments made in the various business areas. See also Cash flow on page 21.

Available cash amounted to €7.45 million.

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 2017.

O – Shareholders' equity

The share capital at 30 September 2017 was made up of 35,515,784 ordinary shares, wholly subscribed and paid up, with no nominal value.

The balance of the Issuer's legal reserve at 30 September 2016 amounted to €1.38 million.

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

The positive translation reserve of €9.68 million was generated by inclusion in the interim management statement of the statements of financial position and income statements of US subsidiaries Eurotech Inc., Dynatem Inc. and E-Tech USA Inc., UK subsidiary Eurotech Ltd. and Japanese subsidiary Advanet Inc..

The Other reserves item was negative for €58.95 million and comprised the Parent Company's surplus reserve, formed by losses carried forward, allocations of retained earnings from prior years and other reserves of miscellaneous origin. The change in the year is attributable to the allocation of the 2016 results and to the booking based on the considered space of time of the Performance Share plan.

The cash flow hedge reserve, which includes cash flow hedge transactions pursuant to IAS 39, was negative for €10 thousand and decreased by €2 thousand gross of the tax effect, which was not recognised due to absence of the relative prerequisites.

The foreign exchange reserve in which – based on IAS 21 – foreign exchange differences relating to intragroup foreign-currency loans that constitute part of a net investment in a foreign shareholding are recognised, was positive by €2.81 thousand and decreased by €4.08 million gross of the related tax effect; again it was not recorded due to the absence of the prerequisites.

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At the end of the reporting period, the Parent Company Eurotech S.p.A. held 1,319,020 treasury shares (same amount at 31 December 2016).

P - Assets classified as held for sale

On 9 August 2016, the subsidiary EthLab S.r.l. signed an agreement with the company Chengdu Vantron Technology Inc. to sell its shares (45% of the share capital) in the same company at a price of USD 850 thousand; such sale was subject to the authorisation of the local Chinese authorities. On 3 May 2016, after collecting the amount due, the transfer agreement became effective and resulted in a capital loss of €21 thousand and in a positive exchange rate effect of €29 thousand.

Q – 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 website www.eurotech.com on page http://www.eurotech.com/en/press+room /news):

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

R – Events after the reporting period

For events following 30 September, the reader may 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/en/press+room/news):

31/10/2017 Eurotech and Data Market partner up to provide Industrial IoT Solutions in Turkey

The company also took part in the Star Conference 2017 in London on 10 October.

No other significant events took place after the reporting date.

S - 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 2016 Consolidated Financial Statements, in which the risks to which the Eurotech Group is subject are explained.

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T – 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 15519/2005, there were no non-recurring economic components in the consolidated quarterly results at 30 September 2017;
  • pursuant to CONSOB communication DEM/6064296 of 28 July 2006, there were no atypical and/or unusual transactions carried out in the third quarter of 2016;
  • at 30 September 2017 the company held 1,319,020 treasury shares for a total value of €3,097 thousand. Treasury shares of the Parent Company were not purchased or sold on the stock market during the first nine months of 2017.
  • 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. It therefore 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, 13 November 2017

On behalf of the Board of Directors

Signed Roberto Siagri Chief Executive Officer

Declaration of the Financial Reporting Manager

Amaro, 13 November 2017

DECLARATION

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PURSUANT TO ARTICLE 154-BIS, PARAGRAPH 2 – PART IV, TITLE III, CHAPTER II, SECTION V-BIS, OF ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998: "CONSOLIDATED FINANCE ACT, 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 2017 approved by the company's Board of Directors on 13 November 2017,

STATE

in compliance with the matters set forth under Art. 154-bis, paragraph 2, part IV, title III, chapter II, section V-bis of the Italian Legislative Decree no. 58 of 24 February 1998, to the best of my knowledge, the Consolidated Interim Management Statement at 30 September 2017 corresponds to the accounting entries.

The Financial Reporting Manager Signed Sandro Barazza

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