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Eurotech

Interim / Quarterly Report Sep 5, 2019

4469_ir_2019-09-05_a0401676-363f-4c06-b570-5e86b5b99a3a.pdf

Interim / 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: 5 September 2019 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: 01791330309

Corporate Bodies 5
Information for shareholders 6
Management report 7
Introduction7
Summary data
7
THE EUROTECH GROUP 9
Statement of financial position17
Investments and research and development20
Competitive scenario, outlook and future growth strategy
20
Treasury shares of the Parent Company owned by the Parent Company or subsidiaries
21
Disclosure on sovereign exposure21
Regulatory simplification process based on Consob resolution no. 18079/201221
Corporate governance information21
Unusual and/or atypical transactions22
Events after the reporting
period
22
Schedules of the condensed consolidated half-year report as at 30 June 2019 23
Consolidated statement of financial position23
Consolidated income statement24
Consolidated statement of comprehensive income25
Statement of changes in consolidated shareholders' equity
26
Consolidated cash flow statement27
Explanatory notes to the financial statements 28
A –
Corporate information28
B –
Reporting policies and IFRS compliance28
C –
Scope of consolidation
30
D –
Segment information31
E -
Composition of the principal asset entries
32
1 –
Intangible assets32
2 –
Property, plant and equipment34
3 –
Equity interests in affiliates and other companies
35
4 -
Inventories and contracts in progress
35
5 –
Trade receivables37
6 –
Tax receivables and payables38
7 –
Other current assets
38
8 –
Other current financial assets39
9 –
Cash & cash equivalents
39
10 –
Net financial position
40
11 –
Shareholders' equity
41
12 –
Base and diluted earnings (losses) per share
42
13 –
Financial liabilities
42
14 –
Employee benefits43
15 –
Reserve for risks and charges
44
16 –
Trade payables45
17 –
Other current liabilities45
F -
Breakdown of key income statement items
47
18 –
Costs of raw & auxiliary materials and consumables used47
19 –
Other operating costs net of cost adjustments
47
20 –
Service costs48
21 –
Payroll costs
48
22 –
Cost adjustments for internally generated non-current assets
49
23 –
Other income
49
24 –
Amortisation, depreciation and write-downs
49
25 –
Financial charges and income
50
26 –
Income tax for the period
50
G –
Other information52
27 -
First application of IFRS 16 -
Leases52
28 –
Related-party transactions52
29 –
Financial risk management: objectives and criteria
53
30 –
Derivatives55
31 –
Share-based payments56
32 –
Events after the reporting period57
33 -
Seasonality of business activities
57
Certification of the Condensed Consolidated Half-Year Financial Statements 58
Independent Auditor's Report 59

Board of Directors
Chairman Giuseppe Panizzardi 1 5 7
Deputy Chairman Roberto Siagri 6
Deputy 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 7
Director Carmen Pezzuto 1 2 4
Director Marina Pizzol 1 3 7

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 Statutory Auditor Clara Carbone
Substitute Statutory 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 transactions with related parties.

5 Member of the Remuneration Committee.

6 Member of the Appointments Committee.

7 The Director resigned with effect from the first of (i) the date of the shareholders' meeting of the Company that will be convened to resolve on the appointment of new members of the Board of Directors to replace the resigning directors, before the opening of proceedings and (ii) the date of 15 October 2019.

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 the MTA Market run by Borsa Italiana since 30 November 2005.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Share capital of Eurotech S.p.A. at 30 June 2019

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 839,020
Stock market capitalisation (based on the average share price in June 2019) €175 million
Stock market capitalisation (based on the share price on 30 June 2019) €172 million

Performance of Eurotech S.p.A. shares

Relative performance EUROTECH S.p.A. 01.01.2019 – 30.06.2019

Management report

Introduction

The consolidated annual financial statements of Eurotech Group were prepared in accordance with IFRS accounting standards issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to Art. 6 of EC Regulation 1606/2002 of the European Parliament and European Council of 19 July 2002.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

This consolidated half-year financial report for the six-month period ended 30 June 2019 was prepared in accordance with the provisions of IAS 34 Interim Financial Reporting, Art. 154-ter of the Consolidated Law on Finance, as well as the relevant Consob provisions. This consolidated half-year financial report is subject to a limited audit according to the criteria recommended by Consob. The consolidated half-year financial report does not contain all the information and notes required for drafting the consolidated annual financial statements and therefore this report must be read together with the consolidated annual financial statements as at 31 December 2018.

Unless otherwise stated, data are expressed in thousands of euro.

Summary data

Financial data

(€'000) 1H 2019 % 1H 2018 % % change
OPERATING RESULTS
SALES REVENUES 53,038 100.0% 37,322 100.0% 42.1%
GROSS PROFIT MARGIN 26,340 49.7% 18,034 48.3% 46.1%
EBITDA 10,874 20.5% 3,629 9.7% 199.6%
EBIT 8,944 16.9% 2,681 7.2% 233.6%
PROFIT (LOSS) BEFORE TAXES 8,692 16.4% 2,610 7.0% 233.0%
GROUP NET PROFIT (LOSS) FOR THE PERIOD 8,833 16.7% 1,913 5.1% 361.7%

Statement of financial position data

€'000 at June 30,
2019
at December
31, 2018
BALANCE SHEET AND FINANCIAL
HIGHLIGHTS
Non-current assets 99,060 91,874
- of which net intangible assets 87,896 85,369
- of which net tangible assets 6,550 2,579
Current assets 62,260 51,673
TOTAL ASSETS 161,320 143,547
Group shareholders' equity 112,865 102,042
Minority interest 0 0
Non-current liabilities 15,175 10,594
Current liabilities 33,280 30,911
TOTAL LIABILITIES AND EQUITY 161,320 143,547

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

€'000 at June 30,
2019
at December
31, 2018
NET FINANCIAL POSITION (1,332) (930)
NET WORKING CAPITAL 19,065 15,607
NET INVESTED CAPITAL* 111,533 101,112
CASH FLOW DATA
Cash flow generated (used) in operations 7,680 10,577
Cash flow generated (used) in investment
activities
(2,232) (3,237)
Cash flow generated (absorbed) by financial
assets
1,773 (905)
Net foreign exchange difference (3) 16
TOTAL CASH FLOW 7,218 6,451

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

Number of employees

at June 30,
2019
at December 31,
2018
at June 30,
2018
EMPLOYEES 310 302 303
(€' 000) North America Europe Asia Correction, reversal and elimination Total
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
Third party Sales 27,849 15,053 13,038 9,824 12,151 12,445 0 0 53,038 37,322
Infra-sector Sales 508 358 3,612 2,542 448 110 ( 4,568) ( 3,010) 0 0
Total Sales revenues 28,357 15,411 84.0% 16,650 12,366 34.6% 12,599 12,555 0.4% ( 4,568) ( 3,010) -51.8% 53,038 37,322 42.1%

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Chart of results

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: (1) miniaturisation of 'smart' devices, i.e. devices capable of processing information; (2) their spread in the real world – inside buildings and equipment, on board vehicles, worn by people, and disseminated in the environment; and (3) their ability to connect and communicate with each other in a network.

In this perspective, Eurotech carries out research and development activities aimed towards the production and sale of high-capacity, low-consumption miniaturised computers, for use in various industrial environments, that are easily connected together and to the "cloud" through the new paradigm, the Internet of Things (IoT).

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • base components: electronic processing and communication boards of varying standard and proprietary form factors (PC/104, Com-Express, VME, CompactPCI, etc.);
  • high- and very high-performance, low-energy-consumption processing and communication sub-systems for fixed and mobile applications, made from base components and third-party components (product lines: BoltCOR, DynaCOR, and custom systems);
  • ready to use devices and sensors made from base components and sub-systems with integrated specific software (product lines: ReliaGATE and DynaGATE for IoT Gateways, BoltGATE for Edge Computers, and as for smart sensors, the PCN and the ReliaSENS);
  • software to integrate base components, sub-systems, and devices with the cloud: Everyware Software Framework (ESF) on the Operational Technology (OT) side and Everyware Cloud integration platform on the Information Technology (IT) side;
  • solution design and product personalisation services in order to simplify their integration with customer products.

Eurotech offerings can be used in various application environments, both traditional and emerging. The Group's presence is strongest in the industrial manufacturing, transportation, medical, energy and defence sectors. What our customers share is a common need to find not just the right supplier, but a centre of technological competence and they recognise that Eurotech can be the partner to innovate their products as well as their way of doing business. Our goal with our offering is to reduce Time-To-Market and Total Cost of Ownership for our customers so that they can concentrate on their "core" business.

With the emergence of Industry 4.0 and the diffusion of artificial intelligence and collaborative robotics, much of the processing power that in the past moved from the "periphery" to the "centre" (Cloud computing) is now returning to the "periphery" (Edge computing). The Edge computing paradigm is revitalising both the traditional embedded computer sector as well as the High Performance Computer (HPC) sector. More and more embedded computers will be in demand at the periphery, they will be connected to the cloud and the connection will have to be guaranteed by IoT software platforms. Eurotech, a step ahead of the market, developed an IoT platform for industrial IoT, marketed as the Everyware Cloud and thanks to the open innovation model adopted for its development, is becoming a de-facto standard.

Regarding HPC, these need to be re-designed: they must begin to be miniaturised, just as personal computers became smaller in the 1990s, until they can be used at the edge. Thus, HPCs will move from the "centre" to the "periphery", becoming what are known today as HPECs (High Performance Embedded Computers). Thanks to the know-how acquired throughout the years on the design and development of HPCs with hot water, low pressure cooling, Eurotech is one of just a handful of companies that is able to offer very compact HPECs that are capable of operating in very small spaces typical of mobile applications and are ready to meet the current needs of our target markets.

As we continue to improve our consolidated offer, we increasingly face the challenge of creating endto-end solutions to easily connect and manage distributed intelligent objects and to transport valuable data from these objects to business applications, all of which leveraging the Cloud IT infrastructure.

Equipped with a small, interconnected computer, any object can generate a flow of data and potentially become a monitored asset via the web: from a vending machine to a boiler, from an agricultural vehicle to a locomotive. But to create the "Internet of Things", the interface between the real world and the digital world must be managed, between sensors and the web, and between smart devices and Cloud applications.

At Eurotech, we know how to move to the Cloud the data generated in real-world applications, to create the Data Lake and therefore to make the data usable for business processes and applications. Today, our embedded computers, both in the form of boards and sub-systems, and our devices can be easily integrated into a Cloud infrastructure - public, private or on-premises, through our Everyware Cloud software platform, which allows users to quickly connect intelligent objects to build distributed systems for IoT solutions. Thanks to our technology components, our partners and customers can create flexible solutions that support asset-monitoring applications in various operational contexts and the performance of new value-added services.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

At 30 June 2019, the Eurotech Group consisted of the following companies:

Company name Business activity Share capital Group
share
Parent company
Eurotech S.p.A. Operates in the NanoPC segment focusing on the €8,878,946
High Performance Embedded Computer market
and "IoT technology", predominantly in the Italian
and EMEA market. In terms of organisation, it
performs the role of industrial holding coordinating
all subsidiaries of the Eurotech Group.
Subsidiaries and companies consolidated on a line-by-line basis
Aurora S.r.l. Engineering
company
that
provides
internal
€10,000 100.00%
services to the Group in the High Performance
Embedded Computer segment.
E-Tech USA Inc. Holding company that controls 100% of Eurotech USD 8,000,000 100.00%
Inc.
EthLab S.r.l. Company that provides services and performs €115,000 100.00%
research and development for the Group
Eurotech Inc. Operates in the US market with a focus on the USD 26,500,000 100.00%
industrial, medical, defense and transport sectors
Eurotech France Operates in the French market €795,522 100.00%
S.A.S.
Eurotech Ltd. Operates in the United Kingdom and in Northern GBP 33,333 100.00%
Europe
I.P.S. Sistemi Operates in the Italian market under the IPS brand €51,480 100.00%
Programmabili S.r.l.
Advanet Inc. Operates in the Japanese market with a focus on JPY 72,440,000 90.00%
the industrial, medical and transport sectors (1)

(1) For purposes of consolidation, it is considered as 100% owned, since the company holds the remaining 10% in the form of treasury shares.

Operating performance

(€'000) 1H 2019 % 1H 2018 %
OPERATING RESULTS
SALES REVENUES 53,038 100.0% 37,322 100.0%
GROSS PROFIT MARGIN (*) 26,340 49.7% 18,034 48.3%
EBITDA (**) 10,874 20.5% 3,629 9.7%
EBIT (***) 8,944 16.9% 2,681 7.2%
PROFIT (LOSS) BEFORE TAXES 8,692 16.4% 2,610 7.0%
GROUP NET PROFIT (LOSS) FOR THE PERIOD 8,833 16.7% 1,913 5.1%

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

(**) EBITDA is an intermediate result, which includes depreciation, amortisation and impairment of assets, financial income and charges, valuation of equity interests in affiliates using the equity method, and income tax for the year. 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 is the result before financial income and charges, valuation of equity interests in affiliates using the equity method, and income tax for the year.

Turnover in the first half of 2019 amounted to €53.04 million, a net increase compared to €37.32 million in the first half of 2018. The increase is 35.5% at constant exchange rates, while an increase of 42.1% is shown as a result of the different currency conversion ratio applied in the two periods. The growth is the direct effect of the increase in orders and the backlog existing at the beginning of the year, which enabled the Group to obtain its highest level of turnover ever, even when the scope of consolidation was larger.

The geographical areas of the United States and Europe contributed to this increase in turnover, closing the first half with growth of 74.9% and 42.2%, respectively, compared to the first half of 2018. Japan, on the contrary, remains slightly below the values of the first half of 2018.

The Group's growth will continue during the second half of the year due to the positive trend in orders that the individual companies continue to receive. The orders in the portfolio that can generate turnover within the year are, in value, 30% higher than the orders outstanding as at 30 June 2018 that generated turnover in the second half of 2018.

Given these assumptions, and also considering the strong growth of the revenues of the Group in the second half of 2018, we expect an overall annual growth of over 20%..

The Group continues to act as a partner for strategic innovation of its customers, supporting them in their needs to innovate products, processes and to transform their business models that the Fourth Industrial Revolution is more and more triggering.

The Group in fact, in addition to being one of the leaders in the field of Embedded Computers, in recent years, thanks to the important investments in research and development carried out, has established itself as one of the leading technological leaders also in the emerging IoT sector. A leadership highlighted and supported by the research of many important sector analysts.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The gross profit for the period amounted to €26.34 million, or 49.7% of turnover, compared to 48.3% in the first half of 2018. This value, which improved compared to the figure for the full year of 2018 (which amounted to 47.5%) is in line with the plan for the year, which provides for gross profit of around 50% in the different quarters. This highlights how the Group is able to develop technologies and products with high added value that are more and more matching the needs of the market in this digital transformation era.

With reference to operating costs, they were 32.2% of revenues in the first half of 2019 compared to 42.9% in the first half of 2018: this demonstrates once again how the Group was able to activate operational leverage and how, albeit with some necessary cost increases, the structure was able to sustain with the same resources an important growth in turnover, therefore generating more and more value. Operating costs before adjustments increased in the first six months of 2019 by €1.06 million, or 6.6%, to support the increase in turnover for the period and the coming quarters. Additional costs in the areas of R&D and sales will be incurred during the year to continue to support forecasted future growth, maintaining the operational leverage always active with a view to continuous growth in value. The entry into force this year of IFRS 16 entailed a reduction in operating costs of €0.73 million. Even with a recalculation of 2018 operating costs in application of IFRS 16, the impact of operating costs on revenues improved significantly.

Payroll costs amounted to €10.07 million, which means 19.0% of revenues, that is a decrease from the same period of the previous year (23.9%). The headcount at 30 June 2019 was 310 (302 at 31 December 2018 and 303 at 30 June 2018), with an average of 309 employees for the period (297 in the first half of 2018).

The EBITDA amounted to €10.87 million, compared to €3.63 million in the first half of 2018, equivalent to 20.5% of revenues (9.7% in the same period of 2018), thereby reflecting both the trend of gross profit as well as operating costs and other revenues.

EBIT was €8.94 million, compared to €2.68 million in the first half of 2018. EBIT as a percentage of revenues in the first six months was 16.9%, compared to 7.2% in the same period of 2018. This improvement was due to the trend in EBITDA noted above. The depreciation/amortisation of tangible and intangible assets accounted for €1.92 million against €0.95 million of depreciation/amortisation expenses in the same period of 2018. The increase in depreciation/amortisation is mainly due to the effect of the application of the new IFRS 16 accounting standard discussed in note 27.

In the first six months of 2019, financial management recorded a loss of €0.25 million, compared with a loss of €0.05 million in the first half of 2018. The value for 2018 was affected by a different trend in exchange rates, which led to a positive effect of €169 thousand, while in 2019 the exchange rate provided a positive contribution of only €23 thousand. Financial management relative to interest had an impact of €203 thousand, a value similar to that of the first half of 2018 (€201 thousand).

The pre-tax result showed a profit of €8.69 million compared with €2.61 million for the first six months of 2018. The improvement in the pre-tax result of €6.08 million is due to the combined effect of higher EBIT for €6.26 million and the negative trend in financial management and equity interests for a total of €0.18 million.

Estimated taxes, calculated based on the rates established for the year by governing regulations and considering the tax benefit for the use of tax losses based on the forecasted results for the end of the year, amounts to €0.14 million. Therefore, the result for the first six months was influenced by the recognition of deferred tax assets of €2.0 million for the expected uses to be made by the American and Italian companies.

The net result for the Group was €8.83 million, equivalent to 16.7% of revenues, a significant increase from €1.91 million in the first half of 2018.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The positive result achieved in connection with the performance of working capital focused attention on the positive operating cash flows, that justify the increase in cash and cash equivalents.

As indicated in the explanatory notes to the annual consolidated financial statements, the Group oversees a single line of business known as "NanoPC", which comprises 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.

The segment reporting is presented based on the geographic area in which the various Group companies operate and are currently monitored. This is defined by the location of goods and operations carried out by individual Group companies. The regions identified within the Group are: North America, Europe, and Asia.

Changes in revenues and margins by individual geographical area and the relative changes in the periods under review are set out below.

(€' 000) North America Europe Asia Correction, reversal and elimination Total
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
Third party Sales 27,849 15,053 13,038 9,824 12,151 12,445 0 0 53,038 37,322
Infra-sector Sales 508 358 3,612 2,542 448 110 ( 4,568) ( 3,010) 0 0
Total Sales revenues 28,357 15,411 84.0% 16,650 12,366 34.6% 12,599 12,555 0.4% ( 4,568) ( 3,010) -51.8% 53,038 37,322 42.1%
Gross profit 11,738 4,947 137.3% 8,235 6,334 30.0% 6,506 6,877 -5.4% ( 139) ( 124) 12.1% 26,340 18,034 46.1%
Gross profit margin - % 41.4% 32.1% 49.5% 51.2% 51.6% 54.8% 49.7% 48.3%
EBITDA 10,874 3,629 199.6%
EBITDA margin - % 20.5% 9.7%
EBIT 8,944 2,681 233.6%
EBIT margin - % 16.9% 7.2%

North American revenues amounted to €28.36 million in the first half of 2019 and €15.41 million in the first half of 2018, posting a considerable increase of 84.0%, including in intra-sector revenues. The activities carried out by the management over the last two years are bearing fruit in terms of revenue and order intake growth, both from established customers and with new customers, and it's from the latter that we expect the growth will come in the next years. In the US both opportunities in the Embedded PC products business line and in the IoT business line are growing. Generally speaking, there is a notable acceleration in customers' interest in innovative solutions for AI and IoT.

The European geographic area posted significant growth, from €12.37 million in the first half of 2018 to €16.65 million in the first half of 2019, representing a total increase of 34.6%, including infra-sector revenues. This increase brings Europe to record levels with further growth expected for the end of the year. These results were brought about by new business opportunities generated through new customers with important recurring orders in the new sector of autonomous systems that use Artificial Intelligence and that are linked to HPEC (High Performance Embedded Computer) technologies, as well as in traditional sectors such as intelligent transportation, and in sectors related to Industry 4.0 that need technology components to implement Industrial IoT solutions.

Finally, the Asia geographic area posts slight growth (considering intra-sector revenues), passing from €12.55 million to €12.60 million. Also, in this area, new joint development activities have begun with important customers and will translate into revenue growth in the coming years.

The breakdown of revenues by type which also, in application of IFRS 15 represents the disclosure of disaggregated revenues, is as follows:

(€' 000) 1H 2019 % 1H 2018 % % change
SALES BY TIPE
Industrial revenues 51,537 97.2% 36,178 96.9% 42.5%
Services revenues 1,501 2.8% 1,144 3.1% 31.2%
TOTALE SALES AND SERVICE REVENUES 53,038 100.0% 37,322 100.0% 42.1%

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The regional breakdown of revenues by customer location is shown below:

(€' 000) 1H 2019 % 1H 2018 % var. %
BREAKDOWN BY GEOGRAPHIC AREA
European Union 11,855 22.4% 8,327 22.3% 42.4%
United States 27,134 51.2% 15,511 41.6% 74.9%
Japan 12,153 22.9% 12,446 33.3% -2.4%
Other 1,896 3.6% 1,038 2.8% 82.7%
TOTAL SALES AND SERVICE REVENUES 53,038 100.0% 37,322 100.0% 42.1%

The breakdown of revenues by customer's location highlights an increase in turnover in the United States of 74.9%, proving again in 2019 that this is the predominant area for the Group. The US accounted for 51.2% of total sales in 2019.

Japan posted a slight reduction of 2.4%. As previously noted at the end of the year, this area continues to be the Group's second most important area, accounting for 22.9% of revenues.

In the European area, again with reference to customer location, turnover shows a considerable increase of 42.4%, allowing the area to reach 22.4% of total turnover. This higher turnover was achieved mainly in Germany, where the Group is present with its leading IoT and HPEC technologies, which are proving to be at the forefront even compared to local competitors.

Statement of financial position

Non-current assets

(€'000) at June 30,
2019
at December 31,
2018
Changes
Intangible assets 87,896 85,369 2,527
Property, Plant and equipment 6,550 2,579 3,971
Investments in other companies 160 160 -
Deferred tax assets 3,703 3,025 678
Medium/long term borrowing allowed to
affiliates companies and other Group
companies 88 87 1
Other non-current assets 663 654 9
Total non-current assets 99,060 91,874 7,186

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The "Non-current assets" item shown in the table above increased from €91.87 million in 2018 to €99.06 million in the first half of 2019. The change is primarily related to the application of IFRS 16, which resulted in an increase in tangible fixed assets of €3.94 million, as the standard provides that assets leased for more than one year are recognised under fixed assets and depreciated based on the contract's duration (see note 27), in addition to investments made and changes in intangible and tangible fixed assets deriving from the different exchange rate for financial statements in foreign currencies.

The Group's main investments break down as follows:

(€'000) at June 30, 2019 at December 31, 2018 at June 30, 2018
Intangible assets 1,956 2,533 1,153
Property, plant and equipment 290 704 169
Investments - 23 15
TOTAL MAIN INVESTMENTS 2,246 3,260 1,337

Current assets

(€'000) at June 30,
2019
at December 31,
2018
Changes
Inventories 22,231 21,998 233
Contracts in progress - 86 ( 86)
Trade receivables 16,556 13,808 2,748
Income tax receivables 162 298 ( 136)
Other current assets 2,790 2,183 607
Other current financial assets 107 104 3
Cash & cash equivalents 20,414 13,196 7,218
Total current assets 62,260 51,673 10,587

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The item "Current assets" increased from €51.67 million as at 31 December 2018 to €62.26 million in the first half of 2019.

The increase in trade receivables is related to the volume of turnover in the second quarter not yet collected. The increase in inventory is in line with higher expected shipments, while the increase in liquidity is attributable to net cash generation during the half-year, only partially offset by the use of cash to pay loan instalments, as well as the available liquidity that has not yet been completely utilised, deriving from a recently obtained loan.

Working capital

Working capital, which comprises current assets net of cash and cash equivalents and non-financial current liabilities, underwent the following changes in the reporting period:

(€'000) at June 30,
2019
(b)
at December
31, 2018
(a)
at June 30,
2018
Changes
(b-a)
Inventories 22,231 21,998 20,301 233
Contracts in progress 0 86 816 (86)
Trade receivables 16,556 13,808 14,177 2,748
Receivables from affiliates companies 0 0 0 0
Income tax receivables 162 298 217 (136)
Other current assets 2,790 2,183 1,845 607
Current assets 41,739 38,373 37,356 3,366
Trade payables (15,960) (14,411) (13,451) (1,549)
Trade payables from affiliates companies 0 0 0 0
Income tax liabilities (590) (1,571) (704) 981
Other current liabilities (6,124) (6,784) (5,992) 660
Current liabilities (22,674) (22,766) (20,147) 92
Net working capital 19,065 15,607 17,209 3,458

Working capital increased compared to 31 December 2018. This change is primarily due to the increase in current assets and, in particular, the value of trade receivables and current assets, while current liabilities are essentially unchanged. It should also be noted that the net working capital at 30 June 2019 decreased compared to the value recorded at 31 March 2019, which was Euro 20.96 million.

Working capital as a ratio of turnover in the last twelve months was 20.1%, compared to 19.7% as at 31 December 2018 and 22.8% as at 30 June 2018.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Net financial position

The net financial position at the end of each period indicated is broken down in the schedule below.

(€'000) at June 30,
2019
at December
31, 2018
at June 30,
2018
Cash & cash equivalents A ( 20,414) ( 13,196) ( 8,333)
Cash equivalent B=A ( 20,414) ( 13,196) ( 8,333)
Other current financial assets C ( 107) ( 104) ( 97)
Derivative instruments D 71 20 6
Short-term borrowing E 10,535 8,125 9,507
Short-term financial position F=C+D+E 10,499 8,041 9,416
Short-term net financial position G=B+F ( 9,915) ( 5,155) 1,083
Medium/long term borrowing H 8,671 4,312 1,848
Medium-/long-term net financial position I=H 8,671 4,312 1,848
(NET FINANCIAL POSITION) NET DEBT
pursuant to CONSOB instructions J=G+I ( 1,244) ( 843) 2,931
Medium/long term borrowing allowed to
affiliates companies and other Group
companies K ( 88) ( 87) ( 86)
(NET FINANCIAL POSITION) NET DEBT L=J+K ( 1,332) ( 930) 2,845

Note that, effective 1 January 2019, the new IFRS 16 "Leases" standard was adopted, which establishes a new method of accounting for lease contracts (Right of Use), which must be recognised with a balancing entry in financial liabilities. Following the adoption of the new standard, greater financial liabilities were recognised at 30 June 2019 in the amount of €3.95 million; net of this effect, the net financial position would have been €5.28 million.

Comparing the values without the effect generated by IFRS 16, the Group improved its net cash position. This improvement is mainly due to the positive effect of EBITDA for €10.97 million, with a negative change in working capital of €3.56 million and to the net investments in tangible and intangible assets totalling €2.25 million.

With regard to liquidity, the change is due to the net effect deriving from the liquidity generated during the first half and from liquidity obtained after new loans were opened, net of payments of loan instalments and the use of the loan to support the current management and disbursements relating to investments made to support the various business areas.

Cash flows

(€'000) at June 30,
2019
at December
31, 2018
at June 30,
2018
Cash flow generated (used) in operations A 7,680 10,577 5,037
Cash flow generated (used) in investment activities B ( 2,232) ( 3,237) ( 1,306)
Cash flow generated (absorbed) by financial assets C 1,773 ( 905) ( 1,637)
Net foreign exchange difference D ( 3) 16 ( 506)
Increases (decreases) in cash & cash equivalents E=A+B+C+D 7,218 6,451 1,588
Opening amount in cash & cash equivalents 13,196 6,745 6,745
Cash & cash equivalents at end of period 20,414 13,196 8,333

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Investments and research and development

At 30 June 2019, technical investments (tangible assets) in buildings, systems, equipment and instruments amounted to €85 thousand, while investments in other assets amounted to €205 thousand. Furthermore, during the first half the Group purchased software licenses relating to production for €123 thousand and €317 thousand in licenses and consultancy for implementing the new ERP system.

During the period, the Group invested in industrial research and development and technological innovation for new products and processes improvement.

Research resulted in the development of new products/applications in the field of: highly integrated, low-consumption embedded computers and systems, IoT framework and integration platform, edge computers, intelligent sensors and embedded supercomputers. Moreover, technological innovation enabled the Company to achieve improvements in product quality in order to reduce production costs, with a resulting increase in business competitiveness. During the period, development costs for new products were capitalised for €1,516 million (€1,082 million in the first half of 2018).

Competitive scenario, outlook and future growth strategy

The volume of orders received in the last 24 months along with portfolio orders with delivery scheduled for the end of the year, as well as the continuous recognition that the Group is receiving both in the traditional business and in the emerging IoT market and the Group's solidity in terms of capital and cash flow, allow good visibility of performance for the second half of 2019. Nevertheless, market conditions in some sectors and certain geographic areas, as well as global economic and political conditions, only allow us to say that the growth will be over 20% without being able to give more details on the year-end result. From a financial perspective, in addition to the Group's resources, the ongoing support of banking institutions continues to be critical in supporting internal growth.

The Group's strategies continue to follow the guidelines adopted in recent years. The implementation of the strategic plan specifically includes the following actions:

  • the development and supply of new products/solutions with greater added value, with a particular focus on the creation of application-ready platforms and ready-to-use products;
  • the focus on products/solutions that are closer to the "pervasive computing" and "cloud computing" paradigms;
  • strengthening commercial activities, particularly with regard to indirect sales channels along with direct ones;

  • heightened integration between individual Group companies, to (a) achieve greater operating effectiveness, (b) benefit from the economies of scale achievable, and (c) consolidate the Eurotech brand image;

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • the continuous monitoring of opportunities for new acquisitions to extend the Group's presence in specific markets or as facilitators of cross-selling between subsidiaries.

Treasury shares of the Parent Company owned by the Parent Company or subsidiaries

The Parent Company Eurotech S.p.A. held 839,020 treasury shares at the end of the reporting period. During the first half of 2019, the Parent Company's did not purchase or sell treasury shares on the market; however, 480,000 shares were assigned to employees as part of the existing performance plan.

Disclosure on sovereign exposure

Pursuant to Consob Communication DEM/11070007 of 5 August 2011 (a continuation of ESMA document 2011/266 of 28 July 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.

Regulatory simplification process based on Consob resolution no. 18079/2012

Pursuant to Art. 3 of Consob Resolution no. 18079 of 20 January 2012, Eurotech adheres to the simplification procedure provided for by Art. 70, paragraph 8, and 71, paragraph 1-bis of the Regulations adopted by Consob with its resolution no. 11971 of 14 May 1999 as amended and supplemented, therefore benefiting from the right to derogate from the obligations to disclose information documents provided for by Annex 3B of the aforesaid Consob Regulations at the time of significant transactions concerning mergers, spin-offs, increases in capital by way of contributions in kind, purchases and sales.

Corporate governance information

The "Report on Corporate Governance and Ownership Structure" (hereinafter "Report") envisaged by Art. 123-bis of the Consolidated Law on Finance was prepared as an independent document, approved by the Board of Directors on 13 March 2019 and published on the Company's website at www.eurotech.com in the "Investors" section along with the financial statements.

The report was drafted in accordance with the recommendations of the Corporate Governance Code of July 2018, using as a model the "Format for the Report on Corporate Governance and Ownership Structure - VII Edition (January 2018)" prepared by Borsa Italiana S.p.A.

The report provides a general and complete overview of the corporate governance system adopted by Eurotech S.p.A. The Company's profile and the principles to which it aspires are described. It contains information on the ownership structure and compliance with the Corporate Governance Code, including the principal governance policies applied and the main features of the internal control and risk management system. Furthermore, it includes a description of the functioning and composition of administrative and control bodies and their committees, roles, responsibilities and competencies.

The criteria for determining directors' compensation are described in the "Remuneration Report", drafted in compliance with the requirements envisaged by Art. 123-ter of the Consolidated Law on Finance and Art. 84-quater of the Consob Issuers' Regulation and published in the "Investors / Shareholder Information" section of the Company's website.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Unusual and/or atypical transactions

Based on the information received from Group companies, no unusual or atypical transactions took place as defined by Consob in its notice 6064293 of 28 July 2006.

Events after the reporting period

No significant events took place after the reporting date and until the date of 5 September 2019.

Schedules of the condensed consolidated half-year report as at 30 June 2019

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Consolidated statement of financial position

(€'000) Notes at June 30,
2019
of which
related
parties
at December 31,
2018
of which
related
parties
ASSETS
Intangible assets 1 87.896 85.369
Property, Plant and equipment 2 6.550 2.579
Investments in other companies 3 160 160
Deferred tax assets 26 3.703 3.025
Medium/long term borrowing allowed to
affiliates companies and other Group
companies
88 88 87 87
Other non-current assets 663 654
Total non-current assets 99.060 91.874
Inventories 4 22.231 21.998
Contracts in progress 4 - - 86 86
Trade receivables 5 16.556 261 13.808 1.000
Income tax receivables 6 162 298
Other current assets 7 2.790 2.183
Other current financial assets 8 107 13 104 10
Cash & cash equivalents 9 20.414 13.196
Total current assets
Total assets 62.260
161.320
51.673
143.547
LIABILITIES AND EQUITY
Share capital 8.879 8.879
Share premium reserve 136.400 136.400
Other reserves ( 32.414) ( 43.237)
Group shareholders' equity 11 112.865 102.042
Equity attributable to minority interest 11 - -
Total shareholders' equity 11 112.865 102.042
Medium-/long-term borrowing 13 8.671 4.312
Employee benefit obligations 14 2.609 2.465
Deferred tax liabilities 26 3.086 3.035
Other non-current liabilities 15 809 782
Total non-current liabilities 15.175 10.594
Trade payables 16 15.960 132 14.411 132
Short-term borrowing 13 10.535 8.125
Derivative instruments 30 71 20
Income tax liabilities 6 590 1.571
Other current liabilities 17 6.124 6.784
Total current liabilities 33.280 30.911
Total liabilities 48.455 41.505
Total liabilities and equity 161.320 143.547

Consolidated income statement

(Migliaia di Euro) Notes 1H 2019 of which
related
parties
1H 2018 of which
related
parties
Revenues from sales of products and services D 53,038 326 37,322 642
Other revenues 23 103 499
Cost of materials 18 ( 26,698) - ( 19,288) -
Service costs 20 ( 6,427) - ( 5,878) ( 1)
Lease & hire costs ( 161) ( 823)
Payroll costs 21 ( 10,075) ( 8,909)
Other provisions and other costs ( 422) ( 413)
Cost adjustments for in-house generation of non- 22 1,516 1,119
Depreciation & amortisation 24 ( 1,920) ( 948)
Asset impairment 24 ( 10) -
Operating profit 8,944 2,681
Share of associates' profit of equity 3 - -
Subsidiaries management - ( 19)
Finance expense 25 ( 506) ( 649)
Finance income 25 254 3 597 7
Profit before taxes 8,692 2,610
Income tax 26 141 ( 697)
Net profit (loss) 8,833 1,913
Minority interest - -
Group net profit (loss) for period 8,833 1,913
Base earnings (losses) per share 12 0.255 0.056
Diluted earnings (losses) per share 12 0.255 0.056

Consolidated statement of comprehensive income

(€'000) Notes 1H 2019 1H 2018
Net profit (loss) before minority inerest (A) 8,833 1,913
Other elements of the statement of comprehensive
Other comprehensive income to be reclassified to profit
or loss insubsequent periods:
Net profit/(loss) from Cash Flow Hedge 29 (51) 3
Tax effect - -
(51) 3
Foreign balance sheets conversion difference 1,428 2,193
Exchange differences on equity investments in foreign 11 232 997
Tax effect - -
232 997
After taxes net other comprehensive income to be
reclassified to profit or loss in subsequent periods (B)
1,609 3,193
Comprehensive net result (A+B+C) 10,442 5,106
Comprehensive minority interest - -
Comprehensive Group net profit (loss) for period 10,442 5,106

Statement of changes in consolidated shareholders' 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, 2017 8.879 1.385 136.400 8.817 ( 58.830) ( 9) ( 456) 2.280 ( 3.097) ( 4.672) 90.697 - 90.697
2017 Result allocation - - - - ( 4.672) - - - - 4.672 - - -
Profit (loss) as at June 30, 2018 - - - - - - - - - 1.913 1.913 - 1.913
Comprehensive other profit (loss):
- Hedge transactions - - - - 3 - - - - 3 - 3
- Foreign balance sheets conversion difference - - - 2.193 - - - - 2.193 - 2.193
- Exchange differences on equity investments
in foreign companies
- - - - - - - 997 - - 997 - 997
Total Comprehensive result - - - 2.193 - 3 - 997 - 1.913 5.106 - 5.106
- Performance Share Plan - - - - 302 - - - - - 302 - 302
Balance as at June 30, 2018 8.879 1.385 136.400 11.010 ( 63.200) ( 6) ( 456) 3.277 ( 3.097) 1.913 96.105 - 96.105
(€'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, 2018 8,879 1,385 136,400 12,223 ( 63,924) ( 20) ( 425) 3,925 ( 2,083) 5,682 102,042 - 102,042
2018 Result allocation - 391 - - 5,291 - - - - ( 5,682) - - -
Profit (loss) as at June 30, 2019 - - - - - - - - - 8,833 8,833 - 8,833
Comprehensive other profit (loss):
- Hedge transactions 30 - - - - ( 51) - - - - ( 51) - ( 51)
- Foreign balance sheets conversion difference - - - 1,428 - - - - 1,428 - 1,428
- Exchange differences on equity investments
in foreign companies
- - - - - - - 232 - - 232 - 232
Total Comprehensive result - - - 1,428 - ( 51) - 232 - 8,833 10,442 - 10,442
- Performance Share Plan 31 - - - - 268 - - - 113 - 381 - 381
Balance as at June 30, 2019 8,879 1,776 136,400 13,651 ( 58,365) ( 71) ( 425) 4,157 ( 1,970) 8,833 112,865 - 112,865

Consolidated cash flow statement

CONSOLIDATED STATEMENT OF CASH FLOWS
(€'000)
Notes at June 30,
2019
of which
at June 30,
related
2018
parties
of which
related
parties
CASH FLOWS GENERATED BY OPERATIONS:
Group net profit (loss) for period 8,833 1,913
Adjustments to reconcile reported net profit with cash &
cash equivalents generated (used) in operations:
Depreciation & amortization intangible assets, property, plant and equipm 24 1,930 948
Write-down of receivables 5 55 63
Interest income 25 ( 8) ( 8)
Interest expenses 25 289 233
Impairment of investments in other companies 3 - 30
Gain from investments in associates copanies - ( 11)
Income taxes (paid) get ( 1,317) ( 176)
Stock Grant expenses 31 381 302
Provision for (use of) cumulative inventory write-down 4 469 39
Provision for (use of) long-term employee severance indemnities 14 144 42
Provision for (use of) risk provision 15 27 26
(Provision for) / use of deferred tax asset / Provision for (use of) deferred 26 ( 627) 106
Changes in current assets and liabilities
Trade receivables 5 ( 2,662) 739
1,723
(37)
Other current assets 7/8 ( 462) ( 66)
Inventories and contracts in process 4 ( 393) ( 2,464)
Trade payables 16 1,436 0
89
(12)
Other current liabilities 17 ( 415) 2,248
Total adjustments and changes ( 1,153) 3,124
Cash flow generated (used) in operations 7,680 5,037
CASH FLOW FROM INVESTMENT ACTIVITIES:
Sales of tangible and intangible assets 1/2 18 -
Interest income 25 8 8
Purchase of intangible fixed assets 1 ( 1,956) ( 1,153)
Purchase of tangible fixed assets 2 ( 290) ( 169)
Decreases (Increases) other financial assets 8 ( 3) ( 2)
Net investments in long-term investments and non-current assets ( 9) 1
Cash flow generated (used) by non-current assets classified as held for - 9
sale
Cash flow generated (used) in investment activities ( 2,232) ( 1,306)
CASH FLOW FROM FINANCING ACTIVITIES:
Loans taken 13 7,525 1,000
Interest paid ( 289) ( 233)
(Repaid) loans short and medium/long term 13 ( 5,463) ( 2,404)
Cash flow generated (absorbed) by financial assets
1,773 ( 1,637)
Net foreign exchange difference ( 3) ( 506)
Increases (decreases) in cash & cash equivalents 7,218 1,588
Opening amount in cash & cash equivalents 9 13,196 6,745
Cash & cash equivalents at end of period 9 20,414 8,333

Explanatory notes to the financial statements

A – Corporate information

The publication of the condensed consolidated half-year financial statements of Eurotech S.p.A. for the period ended 30 June 2019 was authorised by resolution of the Board of Directors on 5 September 2019. Eurotech S.p.A. is a joint stock company incorporated and domiciled in Italy. The Group has its registered office in Amaro (Udine), Italy.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Eurotech is a group active in the research, development, and marketing of miniaturised computers and high-performance computers featuring high computing capacity. Moreover, within this business line it provides complete solutions or blocks of solutions and products for the Internet of Things through intelligent devices and an intelligent proprietary connectivity and communications platform. For more information, see Note D.

B – Reporting policies and IFRS compliance

The consolidated annual financial statements of Eurotech Group were prepared in accordance with IFRS accounting standards issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to Art. 6 of EC Regulation 1606/2002 of the European Parliament and European Council of 19 July 2002.

These condensed consolidated half-year financial statements for the six-month period ended 30 June 2019 were prepared in accordance with the provisions of IAS 34 "Interim Financial Reporting", Art. 154 ter of the Consolidated Law on Finance and subsequent amendments, as well as the relevant Consob provisions. These condensed consolidated half-year financial statements do not contain all the information and notes required for drafting the consolidated annual financial statements and therefore this report must be read together with the consolidated annual financial statements as at 31 December 2018.

To prepare the interim financial statements, management must make estimates and assumptions that affect the values of revenues, costs, assets and liabilities in the financial statements and the disclosure of potential assets and liabilities at the interim reporting date. If in the future, these estimates and assumptions, which are based on management's best assessments, differ from the actual circumstances, they would be modified appropriately in the period in which the circumstances arise. For a more detailed description of the Group's most significant valuation processes, please refer to note "C - Discretionary valuations and relevant accounting estimates" in the consolidated financial statements at 31 December 2018.

Moreover, note that certain valuation processes, in particular, more complex ones, such as calculating any impairment of non-current assets, are generally carried out fully only upon drafting of the annual financial statements, when all necessary information is available, except in cases in which there are impairment indicators that require an immediate assessment of any losses in value.

Income taxes are recognised based on the best estimate of the weighted average rate expected for the entire year.

The accounting standards, consolidation principles, and valuation criteria applied to prepare the condensed consolidated half-year financial statements are consistent with those used to draft the consolidated financial statements as at 31 December 2018. The sole exception is for the adoption of new accounting standards, amendments and interpretations in force from 1 January 2019.

The standards, amendments and interpretations that became effective on 1 January 2019 and which are applicable for the first time to the Financial Report at 30 June 2019 are briefly described below. The application of these standards, amendments and interpretations, with the exception of IFRS 16 "Leases" whose effects are described in note 27, had no particular impact on the Group's consolidated financial statements, as they govern cases that are not relevant, or entail only financial disclosure:

Leases – IFRS 16 – the standard replaces IAS 17 on leases, and results in considerable impacts on the financial statements of lessees; in fact, in defining a single model for accounting recognition of leases, the distinction between operating lease and financial lease was eliminated. This entails the recognition of an asset for the right of use and a liability for the lease.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

For purposes of presenting the impacts of the first-time adoption of IFRS 16 in the financial statements, the Group decided to make use of the practical expedient envisaged by IFRS 16 paragraph C5 lett. b) and paragraph C8, according to which the Group recognised a financial liability (€4.65 million) at 1 January 2019, corresponding to the present value of the remaining payments due for leases outstanding at the first-time adoption date, discounted using the marginal borrowing rate at the date of initial application (average discounte rate applied round 3%) , with a balancing entry in tangible assets for the same amount that reflects the right to use the leased assets, without restating the previous years presented for comparison purposes.

IFRS Annual Improvements - 2015-2017 Cycle - On 12 December 2017 IASB issued various amendments as part of the annual programme of improvements to the standards; most of the amendments are clarifications or corrections of existing IFRSs, or amendments consequent to changes previously introduced to the IFRSs.

Plan Amendment, Curtailment or Settlement – IAS 19 - On 7 February 2018, IASB published amendments to the standard, in the event of changes to a defined benefit plan, specifying the methods for calculating costs for pension benefits for the remaining reference period.

Uncertainty over Income Tax Treatments - IFRIC 23 - On 7 June 2017, IASB issued this interpretation which provides instructions on how to reflect, in the context of recognising income taxes, the uncertainties on the tax treatment of a given phenomenon.

Prepayment Features with Negative Compensation - IFRS 9 - On 12 October 2017, IASB published amendments to this standard, with the objective of allowing the measurement of amortised cost or fair value through other comprehensive income (OCI) of financial assets characterised by an early repayment option involving what is known as "negative compensation".

Investments in Associates and Joint Ventures - IAS 28 - The published amendments serve to clarify that IFRS 9 applies to long-term loans to an associate or joint venture that, in substance, form part of the net investment in the associate or joint venture.

The consolidated financial report as at 30 June 2019 was drafted in euro, rounding amounts to the nearest thousand and consist of the statement of financial position, income statement, statement of comprehensive income, statement of changes in shareholders' equity, cash flow statement, and the following explanatory notes.

The data used for consolidation have been taken from the income statements and statement of financial positions prepared by the Directors of individual subsidiaries. These figures have been appropriately amended and restated as necessary to align them with international accounting policies and with uniform group-wide classification policies.

The condensed consolidated half-year financial report has been prepared in accordance with the general criteria of reliable and accurate presentation of the Group's financial position and results, as well as the cash flows, in compliance with the general principles of business continuity, accrual accounting, consistency of presentation, materiality and aggregation, prohibition of offsetting, and comparability of information.

C – Scope of consolidation

The condensed consolidated half-year financial statements include the half-year financial statements of the Parent Company, Eurotech S.p.A., and the Italian and foreign subsidiaries in which Eurotech directly or indirectly (through subsidiaries and affiliates) exercises control, makes financial and operating decisions and obtains the respective benefits.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Subsidiaries are consolidated from the date at which control is effectively transferred to the Group, and cease to be consolidated on the date at which control is transferred outside the Group.

The companies included in the scope of consolidation on a line-by-line basis at 30 June 2019 are as follows:

Company name Registered offices Share capital Group share
Parent company
Eurotech S.p.A. Via Fratelli Solari, 3/A – Amaro (UD) 8,878,946
Subsidiary companies consolidated line-by-line
Aurora S.r.l. Via Fratelli Solari, 3/A – Amaro (UD) 10,000 100.00%
EthLab S.r.l. Via Dante, 300 – Pergine Valsugana 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) 795,522 100.00%
I.P.S. Sistemi Programmabili S.r.l. Via Piave, 54 – Caronno Varesino 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 on equity basis
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%

There were no changes with regard to subsidiaries and affiliates compared with 31 December 2018.

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 6M
2019
As of June
30, 2019
Average
2018
As of
December 31,
2018
Average
2018
As of June
30, 2018
British pound sterling 0.87363 0.89655 0.88471 0.89453 0.87977 0.88605
Japanese Yen 124.28360 122.60000 130.39588 125.85000 131.60570 129.04000
USA Dollar 1.12978 1.13800 1.18096 1.14500 1.21040 1.16580

D – Segment information

For management purposes, the Group considers only one business sector as relevant: the "NanoPC" sector. Thus, the disclosure is provided for the sole identified sector, broken down on a geographical basis. The geographical areas are produced in relation to the various group entities and based on the criteria with which they are currently monitored by top management.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

Management monitors the gross profit margin of the individual business units separately for the purposes of resources allocation and performance assessment.

(€' 000) North America Europe Asia Correction, reversal and elimination Total
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
1H 2019 1H 2018 % YoY
Change
Third party Sales 27,849 15,053 13,038 9,824 12,151 12,445 0 0 53,038 37,322
Infra-sector Sales 508 358 3,612 2,542 448 110 ( 4,568) ( 3,010) 0 0
Total Sales revenues 28,357 15,411 84.0% 16,650 12,366 34.6% 12,599 12,555 0.4% ( 4,568) ( 3,010) -51.8% 53,038 37,322 42.1%

The sales performance by region set out in the table above shows an increase in each reference area.

The table below shows assets and investments in the Group's individual business segments at 30 June 2019 and 31 December 2018.

(€'000) North America
Europe
Asia elimination Correction, reversal and Total
1H 2019 FY 2018 1H 2019 FY 2018 1H 2019 FY 2018 1H 2019 FY 2018 1H 2019 FY 2018
Assets and liabilites
Segment assets 46,862 42,313 83,083 74,766 75,502 71,798 -44,187 -45,490 161,260 143,387
Investments in subsidiaries non consolidated,
associate & other companies
114 115 46 45 0 0 0 0 160 160
Total assets 46,976 42,428 83,129 74,811 75,502 71,798 -44,187 -45,490 161,420 143,547
Segment liabilities 50,409 51,086 26,526 21,696 15,674 14,190 -44,154 -45,467 48,455 41,505
Total liabilities 50,409 51,086 26,526 21,696 15,674 14,190 -44,154 -45,467 48,455 41,505
Other segment information
Investments in tangible assets 15 4 180 259 95 441 0 0 290 704
Investments in intangible assets 111 436 1,241 1,804 604 293 0 0 1,956 2,533
Depreciation & amortisation 468 716 840 1,123 622 445 0 0 1,930 2,284

E - Composition of the principal asset entries

1 – Intangible assets

The following table shows the changes in the historical cost and accumulated amortisation of intangible assets in the reporting period:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

ASSETS
UNDER
DEVELOPMENT SOFTWARE
TRADEMARKS
CONSTRUCTI
ON &
OTHER
INTANGIBLE
TOTAL
INTANGIBLE
(€ '000) COSTS GOODWILL PATENTS ADVANCES ASSETS ASSETS
Purchase or production cost 11,841 78,772 21,634 3,314 28,655 144,216
Previous years' impairment ( 778) ( 7,874) ( 7,741) ( 46) - ( 16,439)
Previous years' amortisation ( 8,576) - ( 5,177) - ( 28,655) ( 42,408)
OPENING BALANCE 2,487 70,898 8,716 3,268 - 85,369
Purchases 304 - 123 1,529 - 1,956
Disposals ( 659) - ( 2) - - ( 661)
Other changes 38 1,334 268 5 330 1,975
Impairment in period - - - ( 11) - ( 11)
Transfers 2,375 - - ( 2,375) - -
Amortisation in period ( 887) - ( 65) - - ( 952)
Reversal of cumulative amortisation 652 - 2 - - 654
Other changes in cumulative impairment - ( 39) ( 16) - - ( 55)
Other changes in cumulative amortisation ( 25) - ( 24) - ( 330) ( 379)
TOTAL CHANGES 1,798 1,295 286 ( 852) - 2,527
Purchase or production costs 13,899 80,106 22,023 2,473 28,985 147,486
Impairment ( 778) ( 7,913) ( 7,757) ( 57) - ( 16,505)
Cumulative amortisation ( 8,836) - ( 5,264) - ( 28,985) ( 43,085)
CLOSING BALANCE 4,285 72,193 9,002 2,416 - 87,896

The increase of €2.53 million derives from the combination of new investments for €1.97 million, the exchange rate effect for €1.54 million, as well as the amortisation recorded in the first half for €0.95 million. In fact, the total grew from €85.37 million last year to €87.90 million in the first half of 2019.

The investments made in the first six months mainly concern projects by the Group to develop new products both in new IoT technologies and low-energy-consumption products and the capitalisation of costs related to the project for the new ERP information system.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The "other changes", "other changes, accumulated write-downs" and "other changes, accumulated amortisation" items refer to exchange differences accrued on the opening balances of the values expressed in foreign currencies.

Goodwill refers to the higher value paid, upon acquisition of fully consolidated subsidiaries, in excess of the fair value of the assets and liabilities acquired. Effective 1 January 2004, goodwill is no longer subject to amortisation but must be subjected at least annually to impairment testing.

In order to carry out the annual impairment test, the individual goodwill items and the assets with indefinite and definite useful lives, which were acquired through business combinations, were allocated to their respective cash flow generating units, corresponding to the legal entity or Group of companies to which they refer to test for impairment.

The book value of goodwill and trademarks with indefinite useful lives allocated to each of the cash generating units are as follows:

(€ '000) at June 30, 2019 at December 31, 2018
Cash generating units Goodwill Trademark with
an indefinite
useful life
Goodwill Trademark with
an indefinite
useful life
Advanet Inc. 45.487 8.638 44.312 8.415
Eurotech Inc. (ex Applied Data Systems e ex Arcom Inc.) 21.559 - 21.428 -
Eurotech Ltd. (ex Arcom Ltd.) 4.871 - 4.882 -
Eurotech France S.a.s. 186 - 186 -
Other 90 - 90 -
TOTAL 72.193 8.638 70.898 8.415

The change in the values of Advanet Inc., Eurotech Inc. and Eurotech Ltd. is attributable to the fact that these values are expressed in the functional currency of foreign operations and subsequently converted at each reporting date using the precise exchange rate on that date.

For purposes of verifying any impairment of goodwill and other intangible assets with definite useful lives, the Group again critically analysed, as at 30 June 2019, the valuation processes conducted at 31 December 2018, which were carried out with the support of independent experts.

The final figures for the first half of 2019 are an improvement from the forecasts for the half-year included in the plan and, furthermore, the forecasts for the end of the current year are better than the original 2019 budget figures used in December 2018. Therefore, this analysis showed that there was no need to conduct the impairment test for the various CGUs again as at 30 June 2019.

Generally, in their analyses, the directors considered both external and internal indicators (and in particular, the performance of the Eurotech stock, the Group's operating result, the trend in orders and the product portfolio as well as relations with stakeholders) and deemed the recognised values to be adequate and recoverable.

2 – Property, plant and equipment

The table below shows changes in the historical cost and accumulated depreciation and the value of the assets in the period under review:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

INDUSTRIAL
&
ASSETS
UNDER
CONSTRUCTI
TOTAL
PROPERTY,
(€ '000) LAND AND
BUILDINGS
PLANT AND
MACHINERY
COMMERCIAL
EQUIPMENT
OTHER
ASSETS
ON &
ADVANCES
RIGHT OF
USE ASSETS
PLANT &
EQUIPMENT
Purchase of production cost 1,667 5,913 5,243 5,975 2 101 18,901
Depreciation ( 41) - - - - - ( 41)
Previous year's depreciation ( 560) ( 5,639) ( 4,782) ( 5,247) - ( 53) ( 16,281)
OPENING BALANCE 1,066 274 461 728 2 48 2,579
Purchases 19 16 50 177 - 28 290
Increases from IFRS 16 - - - - - 4,651 4,651
Disposals - ( 75) ( 14) ( 91) - ( 25) ( 205)
Other changes - 108 57 27 - - 192
Depreciation in period ( 19) ( 29) ( 89) ( 110) - ( 721) ( 968)
Reversal of cumulative depreciation - 75 11 91 - 17 194
Other changes in cumulative amortisation - ( 104) ( 46) ( 30) - ( 3) ( 183)
TOTAL CHANGES - ( 9) ( 31) 64 - 3,947 3,971
Purchase or production cost 1,686 5,962 5,336 6,088 2 4,755 23,829
Depreciation ( 41) - - - - - ( 41)
Cumulative depreciation ( 579) ( 5,697) ( 4,906) ( 5,296) - ( 760) ( 17,238)
CLOSING BALANCE 1,066 265 430 792 2 3,995 6,550

The item "other movements", referring to both the cost and the value of the relative accumulated depreciation, shows the effect of the different exchange rate used to convert the values of foreign entities at 30 June 2019 compared to that applied at 31 December 2018.

Purchases in the first half mainly refer to computers, office equipment, industrial equipment and cars. The item "fixed assets with right of use" includes both lease contracts that until last year were recognised using the financial method and mainly referring to some cars purchased by the Parent Company, as well as the amounts related to the application of the new IFRS 16 standard, which requires that lease contracts be recognised as assets.

3 – Equity interests in affiliates and other companies

The table below shows changes in equity interests in affiliates and other companies in the reporting period:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

at June 30, 2019
INITIAL VALUE INCREASES DECREASES WRITE-UPS
/WRITE-DOWN
OTHER EOP VALUE % OWNERSHIP
(€'000)
Investments in associate companies
(valuation using the equity method):
Rotowi Technologies S.r.l. in liquidazione (ex
U.T.R.I. S.p.A.)
- - - - - - 21.32%
TOTAL INVESTMENTS IN ASSOCIATE
COMPANIES
- - - - - -
Investments in other companies (valuation at
fair value on the Profit&Loss):
Consorzio Ecor' IT 2 - - - - 2
Consorzio Aeneas 5 - - - - 5
Consorzio Ditedi 19 - - - - 19 7.69%
Inasset S.r.l. 19 - - - - 19 0.38%
Consorzio Rete Space Italy - - - - - -
Kairos Autonomi 114 - - - - 114 19.00%
Others 1 - - - - 1
TOTAL INVESTMENTS IN OTHER COMPANIES 160 - - - - 160

Rotowi Technologies Srl in liquidation (formerly U.T.R.I. S.p.A.) was valued using the equity method and the percentage of ownership is equal to 21.32%.

4 - Inventories and contracts in progress

The schedule below shows the breakdown of inventories at the end of the relevant reporting periods:

(€'000) at June 30, 2019 at December 31, 2018
Raw & auxiliary materials and consumables - gross 10,615 8,834
Inventory write-down provision (2,901) (2,581)
Raw & auxiliary materials and consumables - net 7,714 6,253
Work in process and semi-finished goods - gross 1,893 2,644
Inventory write-down provision (208) (148)
Work in process and semi-finished goods 1,685 2,496
Finished poducts and goods for resale - gross 15,128 15,320
Inventory write-down provision (2,592) (2,475)
Finished products and goods for resale - net 12,536 12,845
Advances 296 404
TOTAL INVENTORIES 22,231 21,998

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Inventories at 30 June 2019 amounted to €22.23 million, net of the inventory write-down provision totalling €5.7 million. The net increase in inventory write-down provision of €0,5 million is the result of the combined effect of allocations made during the period and the uses following the disinvestment of warehouse items that had previously been either fully or partially written down.

The following table shows the changes in inventory write-down provision in the periods under review:

(€'000) at June 30, 2019 at December 31, 2018
OPENING BALANCE 5,204 4,038
Provisions 540 1,888
Other changes 28 16
Utilisation (71) (738)
CLOSING BALANCE 5,701 5,204

The item "other changes" represents the movements in values expressed in the functional currency of foreign operations and subsequently converted at each reporting date using the exchange rate on that date.

The schedule below shows information related to work in progress at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Contract revenues recognised as revenue in the period 98 444
Contract costs bome as at balance-sheet date 85 189
Profits recognised as at balance-sheet date 13 255
Down payments received 856 771
Contract costs and proits recognised as at balance-sheet date 0 444
Revenues recognised in previous periods 856 412
Gross amount owed by customer for contractual work 856 856
Gross amount owed to customer for contractual work - 85

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

5 – Trade receivables

The schedule below shows the breakdown of trade receivables and the respective doubtful debt provision at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Trade receivables - customers 16,643 13,113
Trade receivables medium/long term - customers 0 -
Trade receivables - realted paties 261 1,000
Doubtful debt provision (348) (305)
TOTAL TRADE RECEIVABLES 16,556 13,808

Note that, at the reporting date, the Group did not present significant concentrations of credit risk, as the Group has a number of customers located throughout the various geographic areas of business. The risk profile of customers is essentially similar to that identified and assessed in the past year. These receivables are expected to be collected within the next year. Trade receivables are non-interest bearing and generally fall due at 90/120 days.

Trade receivables, net of the respective doubtful debt provision, increased by €2.75 million compared to 31 December 2018. The increase is mainly due to the greater volume of turnover generated in the first half.

Receivables include €0.12 million in bank receipts presented subject to collection, but not yet due at the end of the period.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Receivables are shown net of a doubtful debt provision of €0.35 million.

(€'000) at June 30, 2019 at December 31, 2018
OPENING BALANCE 305 344
Provisioning 55 76
Other changes 0 1
Utilisation (12) (116)
CLOSING BALANCE 348 305

The net increase for the period was €43 thousand, following the combined effect of the allocation for the period of €55 thousand to adjust, individually, the value of receivables based on their expected losses at their presumed realisable value and the use of the provision for €12 thousand, as the conditions for deductibility of the allocation were met.

6 – Tax receivables and payables

Receivables for income taxes represent receivables from individual governments for direct taxation (IRES and income taxes in various countries) which should be recovered within the next year as well as receivables for withholdings made on dividends distributed to the Parent Company. Compared to 31 December 2018, the value decreased from €298 thousand to €162 thousand.

Income tax payables are made up of current taxes relating to the period still to liquidate and represent the amounts that the companies must pay to the tax authorities of the respective countries. These payables are calculated according to the tax rates currently in force in each country. Payables for foreign taxes amounted to €467 thousand (2018: €1,522 thousand), while Italian tax payables amounted to €123 thousand (2018: €49 thousand).

7 – Other current assets

The schedule below shows the composition of other current assets at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Amounts receivable for grants 2 1
Advance payments to suppliers 197 506
Tax receivables 1,179 887
Other receivables 198 10
Accrued income and prepaid expenses 1,214 779
TOTAL OTHER CURRENT ASSETS 2,790 2,183

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Tax receivables mainly comprise receivables for indirect tax (VAT). VAT receivables do not bear interest and are generally settled with the competent tax authority on a monthly basis.

Prepaid expenses relate to costs borne in advance for bank charges, maintenance fees, utilities, services and insurance.

8 – Other current financial assets

The "other current financial assets" item booked under current assets amounted to €107 thousand, an increase of €3 thousand.

This amount comprises €90 thousand for a three-year insurance policy, €4 thousand relative to 100 shares of Banca Popolare Friuladria, and €13 thousand of interest accrued on the loan granted to Kairos Autonomi Inc., which will be repaid in the next year.

The portfolio continues to hold 2,500 shares of Veneto Banca Holding S.c.a.r.l. which were purchased in 2012 and completely written down in 2016, in order to adjust the value to the market value, which is currently €0.1.

These assets were classified as financial assets recorded in the income statement at fair value.

9 – Cash & cash equivalents

The table below shows the composition of cash and cash equivalents at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Bank and post office deposits 20,388 13,177
Cheques 1 -
Cash and valuables in hand 25 19
TOTAL CASH & CASH EQUIVALENTS 20,414 13,196

Bank deposits are mostly on demand and are remunerated at a variable rate of interest. The fair value of cash and cash equivalents is €20.41 million (€13.20 million at 31 December 2018).

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Cash and cash equivalents increased by €7.22 million compared to 31 December 2018 due to the cash generated during the first half, the opening of new loans (€7.5 million) and net of instalment payments on loans that were due during the first half (€3.0 million), as well as investments in tangible assets (€0.3 million) and intangible assets (€1.9 million) made in the period.

10 – Net financial position

The Group's net financial position is as follows:

(€'000) at June 30,
2019
at December
31, 2018
at June 30,
2018
Cash & cash equivalents A ( 20,414) ( 13,196) ( 8,333)
Cash equivalent B=A ( 20,414) ( 13,196) ( 8,333)
Other current financial assets C ( 107) ( 104) ( 97)
Derivative instruments D 71 20 6
Short-term borrowing E 10,535 8,125 9,507
Short-term financial position F=C+D+E 10,499 8,041 9,416
Short-term net financial position G=B+F ( 9,915) ( 5,155) 1,083
Medium/long term borrowing H 8,671 4,312 1,848
Medium-/long-term net financial position I=H 8,671 4,312 1,848
(NET FINANCIAL POSITION) NET DEBT
pursuant to CONSOB instructions J=G+I ( 1,244) ( 843) 2,931
Medium/long term borrowing allowed to
affiliates companies and other Group
companies K ( 88) ( 87) ( 86)
(NET FINANCIAL POSITION) NET DEBT L=J+K ( 1,332) ( 930) 2,845

The consolidated net financial position at 30 June 2019, excluding financial payables for the right of use introduced by IFRS 16, amounted to a net cash of €5.28 million, compared a net financial position with net cash of €0.93 million at 31 December 2018. The application of the IFRS 16 accounting standard entailed the recognition by Group companies of financial liabilities for rights of use at 30 June 2019 equal to €3.95 million, which, added to the net financial position, resulted in a post-IFRS 16 net cash position of €1.33 million.

11 – Shareholders' equity

The schedule below shows the composition of shareholders' equity at 30 June 2019 and 31 December 2018:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€'000) at June 30,
2019
at December 31,
2018
Share capital 8,879 8,879
Share premium reserve 136,400 136,400
Other reserves ( 32,414) ( 43,237)
Group shareholders' equity 112,865 102,042
Equity attributable to minority interest - -
Total shareholders' equity 112,865 102,042

The share capital at 30 June 2019 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 as at 30 June 2019 was €1.78 million.

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

The positive translation reserve of €13.65 million is generated by inclusion in the condensed consolidated half-year financial statements of the statements of financial position and income statements of US subsidiaries Eurotech Inc. and E-Tech USA Inc., as well as the UK subsidiary Eurotech Ltd. and the Japanese subsidiary Advanet Inc.

The item "other reserves" was negative for €58.36 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 2018 results and the recognition of the Performance Share Plan as described in note 31.

The cash flow hedge reserve, which includes cash flow hedge transactions pursuant to IFRS 9, was negative for €71 thousand and decreased by €51 thousand gross of the tax effect, and was not recorded as the prerequisite conditions were not met.

The foreign exchange reserve, which recognises – based on IAS 21 – foreign exchange differences relating to intragroup foreign-currency loans that constitute part of a net investment in foreign operations, was positive for €4.16 million, an increase of €0.23 million gross of the related tax effect, and again was not recorded.

The Parent Company Eurotech S.p.A. held 839,020 treasury shares at the end of the reporting period. The only change during the first half relates to the allocation of shares for the Performance Share Plan.

12 – Base and diluted earnings (losses) per share

Base earnings (losses) per share (EPS) are calculated by dividing the income of the period pertaining to ordinary shareholders of the Parent Company by the average weighted number of ordinary shares in circulation during the period, net of treasury shares.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

No equity transactions were reported in the periods presented for comparison that diluted earnings per share.

The schedule below shows earnings and information on the shares used to calculate base and diluted EPS.

at June 30, 2019 at December 31, 2018 at June 30, 2018
Net income (loss) attributable to parent
company shareholders 8,833,000 5,682,000 1,913,000
Weighted average number of ordinary shares
including own shares 35,515,784 35,515,784 35,515,784
Own shares ( 864,887) ( 1,224,332) ( 1,319,020)
Weighted average number of ordinary shares
except own shares
34,650,897 34,291,452 34,196,764
Weighted average number of ordinary shares
except own shares for share diluted 34,650,897 34,291,452 34,196,764
Net income (loss):
- per share 0.255 0.166 0.056
- per share diluted 0.255 0.166 0.056

13 – Financial liabilities

The schedule below shows the breakdown of short- and medium/long-term financial liabilities at 30 June 2019:

TYPE COMPANY BALANCE
ON 31.12.2018
BALANCE
ON
30.06.2019
SHORT TERM
within 12
months
Total
Medium and
long-term
Mid term
Over 12
months
Long term
Over 5 years
(€'000)
CURRENT OUTSTANDINGS - (a) 4.638 2.973 2.973 - - -
Public entity Eurotech S.p.A. 231 154 154 - - -
Non-banking financial companies Eurotech S.p.A. 45 38 18 20 20 -
Lease liabilities 54 4.007 1.289 2.718 2.562 156
TOTAL OTHER FINANCINGS 330 4.199 1.461 2.738 2.582 156
Unsecured loans Eurotech S.p.A. 5.976 11.016 5.122 5.894 5.894 -
Unsecured loans Advanet Inc. 1.468 1.018 979 39 39 -
Unsecured loans EthLab S.r.l. 25 - - - - -
TOTAL BANK DEBT - (c) 7.469 12.034 6.101 5.933 5.933 -
TOTAL OTHER FINANCING AND BANK DEBT -
[(b) + (c)] 7.799 16.233 7.562 8.671 8.515 156
TOTAL DEBT - [(a) + (b) + (c)] 12.437 19.206 10.535 8.671 8.515 156

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

During the first half of 2019, two new bank loans were signed, one short-term loan for €2.5 million and one medium/long-term loan for €5 million by the Parent Company and medium/long-term loan instalments reaching maturity were repaid for €3.04 million.

The item "other loans" includes, in addition to the residual amount due for loans that until 31 December 2018 were considered finance lease contracts (€55 thousand), the residual amount due for the various rental contracts which, in application of the new IFRS 16 standard, are managed as financial liabilities (€3,952 million).

All "covenants" present on certain loans granted to the Parent Company (which are verified annually) were fully respected as at 31 December 2018.

All existing bank loans are denominated in euro, with the exception of loans granted to the Japanese subsidiary which are in Japanese yen, while the other loans are expressed in the four currencies which are the reference currencies of the various Group companies (Euro, USD, Yen and GBP).

14 – Employee benefits

The schedule below shows the breakdown of employee benefits at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Employees' leaving indemnity 285 277
Foreing Employees' leaving indemnity 2,225 2,092
Employees' retirement fund 99 96
TOTAL EMPLOYEES' BENEFITS 2,609 2,465

Defined benefit plans The Group has defined benefit pension plans both in Italy and Japan, and these require contributions to a separately managed fund.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

IAS 19R was applied retroactively starting from 1 January 2012. As a result, the expected return of the assets servicing the defined benefit plan was not booked to the income statement. The interest on the net liabilities of the defined benefit plan (not including the plan assets) was, however, booked to the income statement. Interest is calculated using the discount rate used to measure the net assets or liabilities of the pension plan.

In addition, the past service cost (not vested) can no longer be deferred to the future vesting period. All past service costs are instead recognised in the income statement at the date of the plan's amendment, or at the date of recognition of the related restructuring costs, or cessation of the employment relationship, whichever is earlier. Until 2012, non-vested past servicing costs were recognised on a straight-line basis over the plan's average vesting period. With the move to IAS 19R, past service costs are recognised immediately in the income statement if the benefits vest immediately with the introduction or modification of the pension plan.

The changes in the Italian and foreign "pension fund" items are as follows:

Defined benefit plans
Italy Japan
(€ '000) at June 30,
2019
at December
31, 2018
at June 30,
2019
at December
31, 2018
Liabilities at start of period 277 302 2,092 1,950
Cost relating to present service 114 10 77 145
Finance expense 1 8 0 10
Other changes 0 0 56 173
Benefits paid out (107) (17) 0 (180)
Actuarial loss (gain) reconised 0 (26) 0 (6)
Liabilities at end of period 285 277 2,225 2,092

15 – Reserve for risks and charges

The schedule below shows the breakdown and changes for the reserve for risks and charges at 30 June 2019 and 31 December 2018:

(€'000) at December
31, 2018
Provision Utilization Other at June 30,
2019
Selling agents' commission fund 69 3 - 72
Director termination fund 97 21 - 1 119
Guarantee reserve 302 - (9) 4 297
Busting depreciable asset 314 - - 7 321
TOTAL FUNDS FOR COSTS AND FUTURE RISKS 782 24 ( 9) 12 809

The "supplementary customer indemnity" provision is allocated based on the amounts envisaged by legislation and collective economic agreements regarding situations of interruption in the mandate given to agents. The effect of discounting the share of liabilities that will be liquidated beyond the next year is not expected to be significant.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The "cumulative provision for directors' termination indemnity" refers to the indemnity recognised for directors with powers set out in by the bylaws of the Company or its subsidiaries. This indemnity is generally paid at the end of the mandate of the Board in office and is allocated periodically for the relevant portion.

The product warranty provision is allocated based on the expectations of the charges to be incurred for non-fulfilment of the contractual warranty on products sold at year-end.

The asset disposal reserve was allocated in response to an obligation for future costs that a number of Japanese companies of the Group will incur in future years for the disposal, demolition, disassembly, and removal of a number of assets, and improvements to leased property, at the end of their useful lives or of the lease agreement.

16 – Trade payables

The schedule below shows the composition of trade payables at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Third parties 15,828 14,279
Related companies 132 132
TOTAL TRADE PAYABLES 15,960 14,411

Trade payables at 30 June 2019 came to €15.96 million, an increase of €1.55 million compared with 31 December 2018.

Trade payables are non-interest bearing and, on average, are settled 90-120 days after invoice date.

17 – Other current liabilities

The schedule below shows the composition of other current liabilities at 30 June 2019 and 31 December 2018:

(€'000) at June 30, 2019 at December 31, 2018
Social contributions 481 703
Other 3,670 4,095
Advances from customers 274 471
Grants advances 733 733
Other tax liabilities 262 290
Accrued expanses 704 492
TOTAL OTHER CURRENT LIABILITIES 6,124 6,784

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Other payables

The item "other payables" contains the amounts due to employees for compensation, holidays and leaves of absence accrued and not yet used at the reporting dates, as well as amounts due to directors and other miscellaneous payables.

F - Breakdown of key income statement items

18 – Costs of raw & auxiliary materials and consumables used

(€'000) 1H 2019 1H 2018
Purchases of raw materials, semi-finished and finished products 28,613 20,873
Changes in inventories of raw materials ( 913) ( 121)
Change in inventories of semi-finished and finished products ( 1,002) ( 1,464)
TOTAL COST OF MATERIALS 26,698 19,288

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The "costs of raw & auxiliary materials and consumables used" item posted an increase of 38.4% in the reporting period, from €19.29 million in the first half of 2018 to €26.70 million in the first half of 2019. The increase is related to the higher turnover achieved in the first half of 2019 compared to the previous period and is also influenced by the different product mix.

19 – Other operating costs net of cost adjustments

(€'000) 1H 2019 1H 2018
Service costs 6,427 5,878
Rent and leases 161 823
Payroll 10,075 8,909
Accruals and other costs 422 413
Cost adjustments for in-house generation of non-current assets ( 1,516) ( 1,119)
Operating costs net of cost adjustments 15,569 14,904

The item "other operating costs" shown in the table above, net of cost adjustments for internal increases, grew from €14.90 million in the first half of 2018 to €15.57 million in the first half of 2019.

The item "other provisions and other costs" includes an allocation to the doubtful debt provision for €55 thousand.

20 – Service costs

(€'000) 1H 2019 1H 2018
Industrial services 2,410 2,430
Commercial services 1,684 1,229
General and administrative costs 2,333 2,219
Total costs of services 6,427 5,878

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

In the periods under review, service costs recorded an increase of 9.3%, from €5.88 million to €6.43 million, which, expressed as a percentage of revenues, went from 15.7% in the first half of 2018 to 12.1% in the first half of 2019.

21 – Payroll costs

(€'000) 1H 2019 1H 2018
Wages, salaries and Social Security contributions 9,641 8,534
Employees' leaving entitlement and other personnel provisions
Other costs
191
243
177
198
Total personnel expenses 10,075 8,909

In the first half of the year, payroll costs increased. This net increase is the result of an increase in the average number of employees in the periods under review. The increase in business that is currently developing will necessarily lead to a further increase in the workforce, with specific expertise in the various geographical locations. The "wages" item includes €381 thousand (€302 thousand recognised at cost as at 30 June 2018) for the pro-rata temporis portion of the Performance Share Plan cost as explained in note 31.

As shown in the table below, the number of Group employees increased at the end of the most recent period, from 302 at the end of 2018 to 310 at the end of the first half of 2019.

EMPLOYEES Average 2019 at June 30,
2019
Average 2018 at December 31,
2018
at June 30,
2018
Management 4.0 4 3.4 4 3
Clerical workers 284.2 286 279.3 279 282
Line workers 21.0 20 17.4 19 18
TOTAL 309.2 310 300.0 302 303

22 – Cost adjustments for internally generated non-current assets

At 30 June 2019, cost adjustments for internally generated non-current assets amounted to €1,516 thousand (€1,119 thousand at 30 June 2018), entirely related to the capitalisation of internal personnel, material and service costs incurred for certain development projects for new products in the fields of NanoPC modules and in the field of Internet of Things software platforms. More specifically, if these costs had been deducted from the corresponding income statement item, there would have been a reduction in the cost of the material of €129 thousand (€101 thousand at 30 June 2018), in payroll costs of €849 thousand (€245 thousand at 30 June 2018), and service costs of €538 thousand (€773 thousand at 30 June 2018).

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

23 – Other income

(€'000) 1H 2019 1H 2018
Government grants 10 2
Sundry revenues 93 497
Total other revenues 103 499

The "other revenue" item in 2018 consisted mostly of income received from companies with which there was a partnership for joint development of the business and in 2019 will no longer be received.

24 – Amortisation, depreciation and write-downs

(€'000) 1H 2019 1H 2018
Amortisation of intangile assets 952 680
Amortisation of property, plant and equipment 968 268
Write-down of fixed assets 10 -
Total amortisation and depreciation 1,930 948

Amortisation, depreciation and write-downs increased from €0.95 million in the first half of 2018 to €1.93 million in the first half of 2019. This change is primarily due to the recognition based on IFRS 16 of the amortisation of leased assets, which amounts to €709 thousand, as well as an increase in amortisation related to development costs.

Write-downs of €10 thousand refer to the reduction in development costs for projects relating to special products that did not achieve the market acceptance originally forecast.

25 – Financial charges and income

The Group's financial management is summarised as follows:

€'000 1H 2019 1H 2018
Exchange-rate losses 217 416
Interest expenses 211 201
Expenses on derivatives 9 10
Other finance expenses 69 22
Financial charges 506 649
Exchange-rate gains 240 585
Interest income 8 8
Other finance income 6 4
Financial incomes 254 597

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Financial management performance is influenced by exchange rate management, which in the first six months of 2019 is positive for €23 thousand, compared to a positive net effect in the first six months of 2018 of €169 thousand. The increase in other financial charges is the mainly the effect of interest related to the "Right of Use", in application of the new IFRS 16 standard, which amounts to €31 thousand.

26 – Income tax for the period

Income taxes at 30 June 2019 show a net positive effect of €141 thousand (resulting from the net effect of charges for current taxes of €476 thousand, income from deferred taxes of €650 thousand, and taxes for prior years for €33 thousand) compared to a negative effect of €697 thousand at 30 June 2018 (deriving from the net effect of current tax charges of €713 thousand and income of €16 thousand for deferred taxes), posting a negative change i.e. an improvement of €838 thousand.

1H 2019 1H 2018
(€'000)
IRES (Italian corporate income tax) 6 168
IRAP (Italian Regional business tax) 141 92
Foreign current income taxes 329 453
Total current income tax 476 713
Net (prepaid) deferred taxes: Italy (1,068) 0
Net (prepaid) deferred taxes: Non-italian 418 (16)
Net (prepaid) deferred taxes -650 -16
Previous years taxes 33 0
Previous years taxes 33 0
TOTAL INCOME TAXES -141 697

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The amount of deferred tax assets as at 30 June 2019 was €3.70 million (€3.02 million as at 31 December 2018) and is mainly attributable to taxes calculated on tax losses that the Group believes can be used in the individual geographic areas based on taxable income that should be generated throughout 2019, in addition to the inventory write-down provision, the doubtful debt provision, and other deductible costs in subsequent years.

The amount of deferred tax liabilities as at 30 June 2019 was €3.09 million (€3.03 million as at 31 December 2018) and refers principally to the tax effects on the "price allocation" for trademarks with indefinite useful lives. The increase is mainly due to the recognition of deferred taxes in the period, as well as the exchange rate effect on the values expressed in USD and JPY and the values attributed for the "price allocation".

G – Other information

27 - First application of IFRS 16 - Leases

The effects resulting from the application of IFRS 16 - Leases are provided below, which requires a new and different recognition for "Rights Of Use" (ROU) effective 1 January 2019. The standard envisages the recognition of an asset for the right of use and a financial liability for the lease, eliminating the distinction between operating leases and finance leases.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

To present the effects deriving from the first application in the financial statements, the Group chose to use the modified retroactive method: thus, the cumulative effect of IFRS 16 is recognised as an adjustment to the opening balance as at 1 January 2019, without recalculating comparative information. The following table shows the estimated effects from the application of IFRS 16 on the transition date:

(€'000) at January 1,
2019
Operating lease commitments disclosed as at 31 December 2018 4.008
-short term leases (-) (42)
Other changes
-adjustment as a result of a different treatment of extension and termination options 884
Lease liability not discounted IFRS 16 recognised as at 1 January 2019 4.850
Adjustments relating to discounting (-) (199)
Lease liability discounted IFRS 16 recognised as at 1 January 2019 4.651
Lease laibility ex IAS 17recognised as at 1 January 2019 (+) 48
Total lease liability IFRS 16 recognised as at 1 January 2019 4.699
Right of use assets recognised for transition to IFRS 16
Property, plant and equipment 4.651
a) land and buildings 4.633
b) plant and equipment 0
c) other 18
Leased assets ex IAS 17 recognised as at January 1, 2019 48
Lease liability discounted IFRS 16 recognised as at 1 January 2019 4.699
Equity (retained earning as at January, 1 2019) 0

28 – Related-party transactions

The condensed consolidated half-year financial statements include the financial statements of Eurotech S.p.A. and the half-year financial statements of subsidiaries shown in the schedule below:

Name Location Currency % of ownership
30.06.2019
% of ownership
31.12.2018
Subsidiaries
Aurora S.r.l. Italy Euro 100.00% 100.00%
I.P.S. Sistemi Programmabili S.r.l. Italy Euro 100.00% 100.00%
ETH Lab S.r.l. Italy Euro 100.00% 100.00%
Eurotech France S.A.S. France Euro 100.00% 100.00%
Eurotech Ltd. UK GBP 100.00% 100.00%
E-Tech Inc. United States USD 100.00% 100.00%
Eurotech Inc. United States USD 100.00% 100.00%
Advanet Inc. Japan Yen 90.00% (1) 90.00% (1)
Affiliated companies
Rotowi Technologies S.p.A. in liquidation (ex
U.T.R.I. S.p.A.) (2)
Italy 21.32% 21.32%

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(1) The percentage of formal possession is 90%, but due to the possession by Advanet of 10% of the share capital in the form of treasury shares, it is fully consolidated

(2) Company in liquidation

The following table shows relationships with related parties, not eliminated on consolidation.

RELATED PARTIES Financial
Revenues to
related parties
Interest to
related parties
Purchases from
related parties
receivables to
related
parties
Receivables from
related parties
Payables from
related parties
Associated companies
Rotowi Technologies S.p.A. in liquidation (ex
U.T.R.I. S.p.A.) (2) - - - - - -
Total - - - - - -
Other related parties
Leonardo Group 326 - - - 261 132
Kairos Autonomi - 3 - 100 - -
Total 326 3 - 100 261 132
Total with related parties 326 3 - 100 261 132
% impact on line item 0.6% 1.2% 0.0% 51.3% 1.6% 0.8%

29 – Financial risk management: objectives and criteria

The Group's financial instruments, other than derivative contracts, include bank loans in the various technical forms, leases, as well as short-term and on-demand bank deposits. These instruments are intended to finance Group operations. The Group has several other receivable and payable financial instruments at its disposal, such as trade receivables arising from operations and liquidity. The Group also had transactions in derivatives, mainly swap or collar transactions on interest rates. The objective is to manage interest rate risks caused by Group transactions and by its sources of finance.

In accordance with Group policies, no speculative derivatives have been entered into.

The main risks generated by Group financial instruments are interest rate risks, exchange risks, liquidity risks and credit risks. The Board of Directors has reviewed and agreed to the policies for managing these risks, as summarised below.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Interest rate risk

The Group's exposure to the risk of interest rate fluctuations mainly involves medium-term obligations taken on by the Group, featuring variable interest rates linked to various indices. The Group signed interest rate swap contracts that provided for recognition of a variable rate against payment of a fixed rate. The contract type is designated to hedge changes in the interest rates in place on some loans. Group policy is to maintain between 30% and 60% of its loans at a fixed rate. At 30 June 2019, about 69.3% of Group loans were at fixed rates (compared with about 67.9% in the first half of 2018). The loans in place at the Japanese company were signed at fixed rates since it is more advantageous than those at variable rates.

Exchange rate risk

In view of the significant investment transactions in the US, Japan and the UK, with substantial foreign currency cash flows from business and financial operations, the Group's financial statements could be significantly affected by changes in the USD/EUR, JP¥/EUR and GBP/EUR exchange rates. During the reporting period, no foreign exchange hedges were executed because of the uneven USD, GBP and JP¥ flows, particularly taking into account that the individual subsidiaries tend to operate in their respective functional currencies in their respective core markets.

About 76.5% of sales of goods and services (75.7% at 30 June 2018) and 71.3% (72.9% at 30 June 2018) of the cost of goods purchases and the operating costs of the Group are denominated in a different currency from the functional currency used by the Parent Company to draw up this consolidated halfyear financial report.

Product and component price risk

Group exposure to price risk is not significant.

Credit risk

The Group trades only with known and reliable customers. The Group's policy is to check the creditworthiness grade of customers that request extended payment arrangements. In addition, the balance of receivables is monitored during the year so that the amount of non-performing positions is not significant. Only some receivables from key customers are insured.

Financial assets, recorded by trading date, are recognised in the financial statements net of writedowns calculated according to the risk of counterparty default, taking into account the information available on the customer's level of solvency and historical data.

There is no significant concentration of credit risk in the Group, even though there have been occasions over the last 3 years in which an individual customer generated more than 10% of total revenues. In particular, in 2018, two customers each generated turnover that was more than 10% of the Group's turnover, totalling 25.5% of the Group's revenues. In the first half of 2019, there were 3 customers with turnover of more than 10%, totalling 44% of consolidated half-year revenues.

Credit risk concerning other Group financial assets, which include cash and equivalents and financial instruments, presents a maximum risk equal to the book value of these assets in the event of insolvency of the counterparty.

Liquidity risk

The objective of the Group is to strike a balance between maintenance of funds and flexibility through the use of overdrafts, loans, leases, factoring assignments with recourse, as well as through equity financing in the market.

Group policy states that no more than 40% of loans must fall due within 12 months.

At 30 June 2019, 50.7% of Group financial payables will accrue within one year (first half of 2018: 54.1%), based on the balances in the original plans. The values for 2018 were different from those shown in the financial statement balances, as, due to informal agreements with banks, it was believed that there was no risk of early repayment.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Considering the current net financial position and the structure of working capital, the risk that the Group will be unable to honour its financial liabilities is limited.

Measurement of fair value and relative hierarchical valuation levels

All financial instruments recognised at fair value are classified within the following three categories: Level 1: market price

Level 2: valuation techniques (based on observable market data)

Level 3: valuation techniques (not based on observable market data).

The fair value of derivatives and of loans obtained has been calculated by discounting expected cash flows to present value applying prevailing interest rates. The fair value of other financial assets was calculated using market interest rates. As IFRS 13 requires, for each of the financial assets and liabilities the company analysed the effect of their measurement at fair value. The measurement process refers to Level 3 of the fair value hierarchy, except for trading in derivatives as described in greater detail hereunder, and revealed no considerable differences compared to the book values at 30 June 2019 and on the respective comparison figures.

At 30 June 2019, the Group held the following financial instruments measured at fair value:

(€'000) Notional value
at June 30, 2019
Fair value at
June 30, 2019
(debit)
Fair value at
June 30, 2019
(credit)
Notional value
at December 31,
2018
Fair value at
December 31,
2018 (debit)
Fair value at
December 31,
2018 (credit)
Cash flow hedge
Contracts Interest Rate Swap (IRS)
7,389 0 (71) 3,328 0 (20)

All the assets and liabilities measured at fair value at 30 June 2019 are at classified in Level 2 of the fair value measurement scale. In addition, during the first half of 2019 there were no transfers from Level 1 to Level 2 or Level 3, or vice versa.

30 – Derivatives

Fair value

From the comparison between the book value and the fair value by category of all of the Group's financial instruments recognised in the financial statements, there were no significant differences, other than those highlighted, that require disclosure.

The fair value of derivatives and of loans obtained has been calculated by discounting expected cash flows to present value applying prevailing interest rates. The fair value of other financial assets was calculated using market interest rates.

Interest rate risk

Interest on financial instruments classified as variable-rate instruments is recalculated periodically during the financial year. Interest on financial instruments classified as fixed-rate instruments is kept constant until the maturity date of the instruments concerned.

Hedging

Cash flow hedges

At 30 June 2019, the Group held 5 IRS contracts (for a total notional residual value €7.39 million), one of which was signed during the first half of the year and designated as instruments to hedge interest rate risk.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Due date Fixed rate Floating rate Market value
(€'000)
(€'000)
Interest rate swap contracts
Euro 211.517,79
Euro 341.220,28
29 May 2020
29 May 2020
0.35%
0.00%
Euribor 3 months
Euribor 3 months
(1)
(1)
Euro 1.812.256,29
Euro 336.228,00
29 December 2023
26 January 2021
0.25%
0.01%
Euribor 3 months
Euribor 3 months
(30)
0
Euro 4.687.500,00 31 March 2023 0.01% Euribor 3 months (39)

TOTAL (71)

Interest rate swap contract conditions were negotiated to coincide with the conditions of the underlying commitments.

The accounting treatment of these financial instruments during the period entailed a decrease in equity of €51 thousand and decreased the cash flow hedge reserve as a direct reduction of equity to a total negative value of €71 thousand.

31 – Share-based payments

On 22 April 2016, the Shareholders' Meeting of the company approved adoption of an incentive plan solely for parties who have a directorship position and/or an employment contract and/or a freelance collaboration or consultancy agreement with Eurotech S.p.A. or one of its subsidiaries and who have key functions in the Group organisation chart; the plan is called "2016 EUROTECH S.p.A. Performance Share Plan" (hereinafter "PPS 2016").

PPS 2016 provides that the beneficiaries identified by the company's Board of Directors be assigned the right (known as a Unit) to receive Eurotech S.p.A. shares free of charge provided that on the Assignment Date they maintain a relationship with the company or one of the subsidiaries. The Units assigned are subject to a retention period lasting 2 years starting from the respective Assignment Date; during the Retention Period, the assigned Units cannot accrue unless the contract is terminated as a "Good Leaver" (for example: dismissed by the company not for just cause, death, the Beneficiary's retirement and loss of the condition of subsidiary by the employer company of the Beneficiary).

The Board of Directors assigned 48,000 units to beneficiaries during 2019, either directly or through its delegated representative.

Year 2019 Year 2018
No. Units
granted
Value of the
assign units
Value of the
units for the
period
No. Units
granted
Value of the
assign units
Value of the
units for the
period
(€'000) (€'000) (€'000) (€'000)
Perfornance Share Plan 2016
Nr. Unit at the begining of the period 604,000 983 240 889,000 1,174 516
Nr. Unit Granted during period 215,100 797 149 162,000 374 90
Nr. Unit Cancelled during period ( 7,500) ( 10) ( 8) ( 15,000) ( 23) ( 13)
Nr. Unit assigned during period ( 48,000) ( 74) - ( 432,000) ( 542) -
Nr. Unit Outstanding at the end of the period 763,600 1,696 381 604,000 983 593

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The total cost of the units assigned in 2019 was €797 thousand, and this cost is recognised throughout the 24-month vesting period. As at 30 June 2019, the company recorded a cost of €381 thousand in the income statement, whose balancing entry was recognised in shareholders' equity. Since the beginning of the plan (2016), the total amount recognised in the income statement is €1,382 thousand.

32 – Events after the reporting period

No significant events took place after the closing of the Consolidated Financial Report at 30 June 2019.

33 - Seasonality of business activities

There are no significant seasonal trends in the sector in which the Group operates. Having stated as such, historically the Group recorded a greater concentration of revenues in the second half of the year. These higher sales were mainly due to the scheduling of purchases by customers. Turnover is not expected to be concentrated to any degree in the second half of the current year.

Certification of the Condensed Consolidated Half-Year Financial Statements

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

pursuant to Art. 154bis, paragraph 5 - part IV, Title III, Chapter II, section Vbis, of Italian Legislative Decree no. 58 of 24 February 1998: "Consolidated act for the provisions on financial intermediation, in accordance with Arts. 8 and 21 of Italian Law no. 52 of 6 February 1996".

  • 1) We the undersigned, Roberto Siagri, Chief Executive Officer, and Sandro Barazza, Financial Reporting Manager, for Eurotech S.p.A., pursuant to Art. 154-bis, paragraphs 3 and 4 of Italian Legislative Decree 58 of 24 February 1998 and subsequent amendments, hereby attest to:
    • the adequacy in relation to the characteristics of the company and
    • the effective application

of the administrative and accounting procedures for the preparation of the condensed consolidated half-year financial statements for the period from 1 January 2019 to 30 June 2019.

  • 2) Valuation of the adequacy of the administrative and accounting procedures for the formation of the condensed financial statements at 30 June 2019 is based on a model Eurotech defined in line with the CoSO framework (document in the CoSO Report) and also takes into account the document "Internal Control over Financial Reporting – Guidance for Smaller Public Companies", both prepared by the Committee of Sponsoring Organizations of the Treadway Commission that represent a generally accepted relevant framework on the international level. In this regard, no significant aspects emerged.
  • 3) Moreover, we hereby attest that the condensed consolidated half-year financial statements:
    • a) correspond to the results in the corporate books and accounting records;
    • b) were prepared in compliance with the international accounting standards (IFRSs) recognised in the European Union pursuant to Regulation (CE) 1606/2002 of the European Parliament and Council, dated 19 July 2002;
    • c) provide a fair and true representation of the assets, liabilities, financial position and profit or loss of companies included in the consolidation.
  • 4) The Interim Report on Operations contains references to the significant events that occurred in the first six months of the year and their impact on the condensed consolidated half-year financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year, as well as information on relevant transactions with related parties.

Amaro (Udine), 5 September 2019

Eurotech S.p.A.

signed Roberto Siagri signed Sandro Barazza

Chief Executive Officer Financial Reporting Manager

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