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Eurotech

Quarterly Report May 15, 2023

4469_rns_2023-05-15_4f2ba9b2-5dd6-423a-af47-05078c647fb1.pdf

Quarterly Report

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

Date of issue: 15 May 2023 This report is available online in the "Investors" section of www.eurotech.com

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

Corporate Bodies 4
Performance highlights 5
Revenues by business line 6
Summary of the results 6
Information for shareholders 7
The Eurotech Group 8
Summary of performance in the first quarter of 2023 and business outlook 9
Introduction 9
Reporting policies 9
Operating performance in the period 10
Financial statements and explanatory notes12
Consolidated income statement 12
Consolidated statement of comprehensive income 13
Consolidated statement of financial position 14
Consolidated statement of changes in shareholders' equity 15
Net financial position 16
Net working capital 16
Cash flows 17
A – Group business 18
B – Scope of consolidation 18
C – Revenues 19
D – Costs of raw & ancillary materials and consumables used 21
E – Costs for services 21
F – Payroll costs 21
G – Other provisions and costs 22
H – Other revenues 22
I – Depreciation, amortisation and impairment 22
J – Financial income and expenses 23
K – Income taxes 23
L – Non-current assets 24
M – Net working capital 25
N – Net financial position 25
O – Changes in shareholders' equity 26
P – Significant events in the quarter 27
Q – Events after 31 March 2023 27
R – Risks and uncertainties 27
S – Other information 27
Statement of the Financial Reporting Manager29

Corporate Bodies

Board of Directors
Chairperson Luca di Giacomo
Deputy Chairperson Aldo Fumagalli 1 3
Director Paul Chawla
Director Michela Costa 1 2 3 4 5
Director Marco Costaguta 1
Director Susanna Curti 1 5
Director Alberta Gervasio 1
Director Simona Elena Pesce 1 2 3 4 5
Director Massimo Russo 1 2 4

The Board of Directors currently in office was appointed by shareholders at the Annual General Meeting of 27 April 2023, and will remain in office until approval of the 2025 financial statements.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Board of Statutory Auditors
Chairperson Fabio Monti
Statutory Auditor Laura Briganti
Statutory Auditor Daniela Savi
Substitute Auditor Clara Carbone
Substitute Auditor Daniele Englaro

The Board of Statutory Auditors currently in office was appointed by shareholders at the Annual General Meeting of 27 April 2023, and will remain in office until approval of the 2025 financial statements.

Independent Auditor
---------------------

Ernst & Young

The independent auditor was appointed for the period 2023-2031 by shareholders at the Annual General Meeting of 27 April 2023.

Corporate name and registered offices of the Parent Company
Eurotech S.p.A.
Via Fratelli Solari 3/A
33020 Amaro (Udine), Italy
Udine Company
Register no. 01791330309

1 Non-executive Directors.

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

3 Member of the Control and Risks Committee

4 Member of the Committee for Transactions with Related Parties

5 Member of the Remuneration and Appointments Committee

Performance highlights

Financial data

(€'000) Q1 2023 % Q1 2022 % % change
OPERATING RESULTS
SALES REVENUES 24,917 100.0% 17,429 100.0% 43.0%
GROSS PROFIT MARGIN (*) 11,676 46.9% 7,131 40.9% 63.7%
EBITDA (**) 1,603 6.4% (997) -5.7% 260.8%
EBIT (***) 374 1.5% (2,175) -12.5% 117.2%
PROFIT (LOSS) BEFORE TAXES 189 0.8% (2,416) -13.9% 107.8%
GROUP NET PROFIT (LOSS) FOR THE
PERIOD
143 0.6% (2,381) -13.7% 106.0%

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • (*) Gross profit margin is the difference between revenues from sales of goods and services and use of raw materials.
  • (**) EBITDA, an intermediate figure, is earnings before amortisation, depreciation and impairment of non-current assets, financial income and expenses, the valuations of affiliates at equity and of income taxes for the period. This is a measure used by the Group to monitor and assess operating performance. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.
  • (***) EBIT, or earnings before financial income and expenses, the valuations of affiliates at equity and of income taxes for the period.

Statement of financial position data

€'000 at March 31,
2023
at December
31, 2022
at March 31,
2022
BALANCE SHEET AND FINANCIAL
HIGHLIGHTS
NET NON-CURRENT ASSETS 105,454 107,513 99,165
NET WORKING CAPITAL 21,917 19,944 13,870
NET INVESTED CAPITAL* 121,027 120,936 105,786
SHAREHOLDERS' EQUITY 104,503 106,515 106,945
NET FINANCIAL POSITION 16,524 14,421 (1,159)

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

Number of employees

at March 31, at December at March 31,
2023 31, 2022 2022
EMPLOYEES 397 398 319

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Revenues by business line

The Group's only business line is the "NanoPC" line, which comprises a) miniaturised electronic modules and systems for the industrial automation, transport and off-road, medical, networks and energy, telecommunications sectors; b) Industrial PCs (IPC); c) Edge gateways, Edge-computers, Edge AI appliances and software platforms for the Internet of Things.

Summary of the results

Information for shareholders

The ordinary shares of Eurotech S.p.A., the Parent Company of the Eurotech Group since 30 November 2005, have been listed in the Euronext Star Milan segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Share capital of Eurotech S.p.A. as at 31 March 2023

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. ordinary treasury shares 255,606
Stock market capitalisation (based on the share's average price in March 2023) €109 million
Stock market capitalisation (based on the share's price at 31 March 2023) €109 million

Performance of Eurotech S.p.A. shares

Relative performance EUROTECH S.p.A. 01.01.2023 – 31.03.2023

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 offices in Europe, North America and Japan, led and coordinated by its headquarters in Italy.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

Over 10 years ago, with a visionary intuition, Eurotech understood that the technological paradigm was changing and it pioneered an evolutionary path towards Edge Computing and Industrial IoT, with significant investments in software integrated with hardware, focusing on the open-source approach. Today, the result of that vision and those investments is a technological positioning among the leaders in the reference market, confirmed both by the awards received and by the mentions in the reports of sector analysts, including Gartner's prestigious Magic Quadrant for Industrial IoT Platforms, where in 2022 we are present for the fourth year in a row.

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

  • Eurotech technology resolves the conflict between Operational Technology (OT) and Information Technology (IT) at the Edge, thanks to integrated solutions that combine hardware and software; this conflict is unanimously recognised as the number one obstacle to the execution of IoT projects by companies;
  • leveraging its DNA and knowledge of the protocols on the OT side, Eurotech implemented a Plug & Play connectivity to field assets, which speeds up implementation times and reduces costs;
  • thanks to relations with the big players in the IT sector such as Microsoft, Amazon, Red Hat, Eurotech is able to provide certified connectivity to all major cloud platforms, reducing integration time and risks to almost zero in a typical IoT project where these platforms are used;
  • Eurotech's connection and integration technology was conceived and implemented by adopting the best Cybersecurity solutions and is certified according to the most recent international standards (IEC 62443-4-1 e IEC 62443-4-2).

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

  • embedded PCs in the form of boards and subsystems, which represent Eurotech's historical offering and are purely hardware products with only the integrated operating system;
  • Industrial PCs (IPC), which are the main offering of InoNet Computer GmbH, the German subsidiary acquired in September 2022;
  • Edge gateways, i.e. devices that enable communication between assets operating in the field and data platforms in the cloud, both public and private;
  • Edge computers, i.e. rugged computing units located in the field, close to the assets and dedicated to local processing of the data they generate;
  • Edge AI appliances, i.e. systems with integrated high-performance hardware and software to securely and remotely process Artificial Intelligence algorithms directly in the field, eliminating unnecessary and costly data transfers to centralised servers;
  • software for the integration of Operational Technology and Information Technology: the "Everyware Software Framework" (ESF) edge framework on the OT side and the "Everyware Cloud" (EC) integration platform on the IT side;

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Summary of performance in the first quarter of 2023 and business outlook

Introduction

The interim management statement of the Eurotech Group as at 31 March 2023, which has not been independently audited, and the financial statements for comparative periods were drawn up according to the IASs/IFRSs issued by the International Accounting Board and endorsed by the European Union.

The Group's results as at 31 March 2023 and comparable periods were prepared according to the IASs/IFRSs in force on the date of preparation and the statements drawn up according to Annex 3D of the Italian Issuers' Regulation no. 11971 of 14 May 1999, as amended and supplemented.

Reporting policies

The consolidated financial statements were drafted on the basis of financial statements as at 31 March 2023 prepared by the consolidated companies and adjusted, where necessary, to align them with the Group's IFRS-compliant accounting and classification policies.

The assessment and accounting policies and consolidation methods used to prepare the Consolidated Quarterly Report are consistent with those used in the Group Consolidated Annual Financial Report as at 31 December 2022, to which express reference is made, except for the adoption of new standards, amendments and interpretations in force as of 1 January 2023.

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

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

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

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

  • Gross profit, or the difference between revenues from sale of products and services and consumption of raw materials;
  • EBITDA, or earnings before amortisation, depreciation and impairment of fixed assets, the valuation of affiliates at equity, financial income and expenses and income taxes for the period;
  • EBIT, or earnings before the valuation of affiliates at equity, financial income and expenses and income taxes for the period.

Operating performance in the period

The first quarter totalled a growth of 43.0% compared to the same period in 2022 (+45.6% at constant exchange rates). Of the total turnover generated in the first three months of the year, the contribution of the German company InoNet Computer GmbH ("InoNet"), acquired in September 2022, was €3.86 million; consequently, organic growth on a like-for-like basis, stood at 20.8% (+23.0% at constant exchange rates).

Total consolidated revenues for the quarter were €24.92 million, compared to €17.43 million in the three months of 2022. InoNet's revenues contribution in the period corresponds to 15.5% of the total turnover.

Although some difficulties remain in the procurement of particular electronic components, the nondelivery of planned orders was limited to less than €1 million, versus €3,5 million during the first quarter of 2022. This result is the effect of the 12- to 18- months planning done already at the end of 2021 with the main suppliers to secure as much as possible the electronic components deemed most at risk based on customer forecasts. Today we are witnessing a reduction in the delivery time of components that, for some items, are made available earlier than the initial planned delivery, which has the effect of temporarily accumulating stock in our inventory.

Although purchase prices have not returned to the level of two years ago, the ad-hoc negotiations entered into last year, also paying premium prices that had led to lower margins, were decidedly reduced, as the improvement in the gross profit margin demonstrates.

In fact, the first margin, as a percentage of turnover, on a like-for-like basis increased to 47.7% compared to 40.9% in the first quarter of 2022. With the integration of InoNet, which still operates with lower – albeit growing – margins, the overall gross profit stood at 46.9% of turnover.

In the three months under review, operating costs before adjustments amounted to €10.81 million, compared to €8.85 million in the first three months of 2022. The main effect (80% of the change) is due to the consolidation of InoNet and therefore the contribution of related costs, while the remainder is the effect of higher personnel costs and costs for services increased to support the Group's go-to market strategy.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

EBITDA amounted to €1.60 million (6.4% of revenues), compared to €-0.99 million in 2022 (-5.7% of revenues).

EBIT, i.e. the operating result for the year, remained positive for €0.37 million (1.5% of revenues), compared to €-2.17 million in 2022 (-12.5% of revenues). In addition to the above, this performance also reflects the depreciation and amortisation recognised in the income statement in the first three months of 2022, deriving from operating assets becoming subject to depreciation and amortisation at the start of the year.

Finance expense was negative for €0.18 million in the first three months of 2023, while in the first three months of 2022 it was negative for €0.24 million. For greater detail, please refer to the comments made in Explanatory Note "J".

In terms of the Group's net result, the first quarter reported €0.14 million (0.6% of revenues), against €-2.38 million in the same period of 2022 (-13.9% of revenues).

As at 31 March 2023, the Group had a net financial debt of €16.5 million, compared to an amount of €14.4 million at 31 December 2022. The non-reduction in the net financial debt was mainly due to the €1.9 million increase in net working capital, which amounted to €21.9 million as at 31 March 2023, compared to €19.9 million as at 31 December 2022. The growth in working capital is mainly linked to the dynamics of purchases of components to maximise production from the existing order book. The ratio of net working capital to pro-forma revenues for the last 12 rolling months, i.e. considering the potential contribution of InoNet, stood at around 21%, in line with management's objectives.

Financial statements and explanatory notes

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Consolidated income statement

of which of which change (b-a)
(€ '000) Notes Q1 2023 (b) related
parties
% Q1 2022 (a) related
parties
% amount %
Sales revenue C 24,917 2 100.0% 17,429 9 100.0% 7,488 43.0%
Cost of material D (13,241) -53.1% (10,298) -59.1% 2,943 28.6%
Gross profit 11,676 46.9% 7,131 40.9% 4,545 63.7%
Services costs E (3,668) (157) -14.7% (3,341) (751) -19.2% 327 9.8%
Lease & hire costs (215) -0.9% (95) -0.5% 120 126.3%
Payroll costs F (6,715) -26.9% (5,172) -29.7% 1,543 29.8%
Other provisions and costs G (217) -0.9% (239) -1.4% (22) -9.2%
Other revenues H 742 3.0% 719 4.1% 23 3.2%
EBITDA 1,603 6.4% (997) -5.7% 2,600 -260.8%
Depreciation & Amortization I (1,229) -4.9% (1,178) -6.8% 51 4.3%
EBIT 374 1.5% (2,175) -12.5% 2,549 -117.2%
Finance expense J (1,058) -4.2% (579) -3.3% 479 82.7%
Finance income J 873 - 3.5% 338 1 1.9% 535 158.3%
Profit before tax 189 0.8% (2,416) -13.9% 2,605 -107.8%
Income tax K (46) -0.2% 35 0.2% 81 -231.4%
Net profit (loss) of continuing operations
before minority interest
143 0.6% (2,381) -13.7% 2,524 -106.0%
Minority interest O - 0.0% - 0.0% - n/a
Group net profit (loss) for period O 143 0.6% (2,381) -13.7% 2,524 -106.0%
Base earnings per share 0.004 (0.195)
Diluted earnings per share 0.004 (0.195)

Consolidated statement of comprehensive income

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Q1 2023 Q1 2022
(€ '000)
Net profit (loss) before minority interest (A) 143 ( 2,381)
Other elements of the statement of
comprehensive income
Other comprehensive income to be
reclassified to profit or loss insubsequent
periods:
Net profit/(loss) from Cash Flow Hedge ( 23) 74
Tax effect -
( 23)
-
74
Foreign balance sheets conversion difference ( 1,688) ( 1,986)
Exchange differences on equity method - -
Exchange differences on equity investments
in foreign companies ( 1,148) 714
Tax effect - -
( 1,148) 714
After taxes net other comprehensive
income to be reclassified to profit or loss in
subsequent periods (B)
( 2,859) ( 1,198)
Items not to be reclassified to profit or loss in
subsequent periods:
Actuarial gains/(losses) on defined benefit
plans for employees
- -
Tax effect - -
- -
After taxes net other comprehensive
income not being reclassified to profit or
loss in subsequent periods (C)
- -
Comprehensive net result (A+B+C) ( 2,716) ( 3,579)
Comprehensive minority interest - -
Comprehensive Group net profit (loss) for
period ( 2,716) ( 3,579)

Consolidated statement of financial position

(€'000) Notes at March 31,
2023
of which
related
parties
at December 31,
2022
of which
related
parties
Intangible assets L a 91,841 93,620
Property, Plant and equipment L b 7,236 7,425
Investments in other companies 546 549
Deferred tax assets 5,229 5,301
Medium/long term borrowing allowed to
affiliates companies and other Group
companies
65 65 66 66
Other non-current assets 537 552
Total non-current assets L 105,454 107,513
Inventories 29,676 26,854
Trade receivables 15,590 1 19,906 8
Income tax receivables 1,559 749
Other current assets 2,933 2,274
Other current financial assets 136 139 3
Derivative instruments 182 205
Cash & cash equivalents 16,053 18,110
Total current assets 66,129 68,237
Non-current assets classified as held for
sale
- -
Total assets 171,583 175,750
LIABILITIES AND EQUITY
Share capital
8,879 8,879
Share premium reserve 136,400 136,400
Other reserves ( 40,776) ( 38,764)
Group shareholders' equity O 104,503 106,515
Equity attributable to minority interest
Total shareholders' equity
O
O
-
104,503
-
106,515
Medium-/long-term borrowing 17,222 15,785
Employee benefit obligations 2,501 2,504
Deferred tax liabilities 2,847 2,952
Other non-current liabilities 931 999
Business combination liabilities 900 900
Total non-current liabilities 24,401 23,140
Trade payables 17,812 228 19,780 117
Short-term borrowing 14,838 16,256
Income tax liabilities 1,601 1,449
Other current liabilities 8,428 8,610
Total current liabilities 42,679 46,095
Total liabilities 67,080 69,235
Total liabilities and equity 171,583 175,750

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Consolidated statement of changes in shareholders' equity

(€'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, 2022 8,879 1,776 136,400 5,998 ( 49,878) 205 ( 445) 5,829 ( 703) ( 1,546) 106,515 - 106,515
2022 Result allocation - - - - ( 1,546) - - - - 1,546 - - -
Profit (loss) as at March 31, 2023 - - - - - - - - - 143 143 - 143
Comprehensive other profit (loss):
- Hedge transactions - - - - ( 23) - - - - ( 23) - ( 23)
- Actuarial gains/(losses) on defined benefit
plans for employees
- - - - - - - - - - - - -
- Foreign balance sheets conversion difference - - - ( 1,688) - - - - ( 1,688) - ( 1,688)
- Exchange differences on equity investments
in foreign companies
- - - - 580 - - ( 1,148) - - ( 568) - ( 568)
Total Comprehensive result - - - ( 1,688) 580 ( 23) - ( 1,148) - 143 ( 2,136) - ( 2,136)
- Performance Share Plan - - - - 124 - - - - - 124 - 124
Balance as at March 31, 2023 O 8,879 1,776 136,400 4,310 ( 50,720) 182 ( 445) 4,681 ( 703) 143 104,503 - 104,503

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(E'000) Share
ca pital
Legal
re se rve
Share
premium
reserve
Conversion
re serve
Other
reserves
Cash flow
he dge
re serve
A ctuarial
gains/(losses) on
defined benefit
plans reserve
Exchange
rate
differences
re se rve
Treasury
shares
Profit (loss) shareholders
for period
' equity Equity
Group attributable
to Minority shareholders
interest
Total
'equity
Balance as at December 31, 2021 8,879 1,776 136,400 10,284 (39,731) (6) (621) 4,074 (211) (10, 408) 110,436 110,436
2021 Result allocation $\sim$ $\sim$ $\sim$ $\sim$ (10, 408) $\overline{\phantom{a}}$ $\sim$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ 10.408 $\sim$ $\sim$
Profit (loss) as at March 31, 2022 ٠ (2,381) (2, 381) $\sim$ (2,381)
Comprehensive other profit (loss):
- Hedge transactions ٠ ٠ $\overline{\phantom{a}}$ 74 $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ 74 $\overline{\phantom{a}}$ 74
- Actuarial gains/(losses) on defined benefit
plans for employees
٠ $\sim$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\sim$ $\sim$ $\sim$ $\overline{\phantom{a}}$ $\sim$ $\sim$ $\sim$ ٠ $\sim$
- Foreign balance sheets conversion difference $\overline{\phantom{a}}$ $\sim$ 1.986) $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\sim$ (1,986) $\sim$ (1,986)
- Exchange differences on equity investments
in foreign companies
٠ $\sim$ $\overline{\phantom{a}}$ $\sim$ $\sim$ $\sim$ $\sim$ 714 $\sim$ $\sim$ 714 $\sim$ 714
Total Comprehensive result $\sim$ ٠ ٠ (1,986) $\sim$ 74 $\overline{\phantom{a}}$ 714 $\sim$ (2,381) (3,579) $\sim$ (3,579)
- Performance Share Plan ٠ 88 ٠ 88 88
Balance as at March 31, 2022 8,879 1,776 136,400 8,298 (50,051) 68 (621) 4,788 (211) (2,381) 106,945 106,945

Net financial position

The table below shows the composition of the Group's net financial position as at 31 March 2023, compared to the similar position as at 31 March 2022 and 31 December 2022, calculated as defined by CONSOB notice no. 5/21 of 29 April 2021, which refers to the Guidelines of the European Securities and Markets Authority (ESMA), issued on 15 July 2020 and effective from 5 May 2021.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

at March 31, at December at March 31,
(€'000) 2023 31, 2022 2022
Cash A ( 16,053) ( 18,110) ( 24,343)
Cash equivalents B - - -
Other current financial assets C ( 318) ( 344) ( 123)
Cash equivalent D=A+B+C ( 16,371) ( 18,454) ( 24,466)
Current financial debt E 2,241 2,241 90
Current portion of non-current financial debt F 12,597 14,015 7,739
Short-term financial position G=E+F 14,838 16,256 7,829
Short-term net financial position H=G+D ( 1,533) ( 2,198) ( 16,637)
Non current financial debt I 17,222 15,785 15,542
Debt instrument J - - -
Trade payables and other non-current payables K 900 900 -
Medium-/long-term net financial position L=I+J+K 18,122 16,685 15,542
(NET FINANCIAL POSITION) NET DEBT
ESMA
M=H+L 16,589 14,487 ( 1,095)
Medium/long term borrowing allowed to
affiliates companies and other Group
companies N ( 65) ( 66) ( 64)
(NET FINANCIAL POSITION) NET DEBT O=M+N 16,524 14,421 ( 1,159)

The consolidated net financial position as at 31 March 2023 amounted to a net financial debt of €16.52 million, compared to a net financial debt of €14.42 million as at 31 December 2022. With reference to liquidity, which amounted to €16.05 million, in the period in question €0.4 million was used for operating cash, €1.01 million was used for investments and €0.20 million for repayment of loans.

Net working capital

The Group's net working capital as at 31 March 2023, compared with the situation as at 31 March 2022 and 31 December 2022, is as follows:

at March 31, at December at March 31,
2023 31, 2022 2022 Changes
(€'000) (b) (a) (b-a)
Inventories 29,676 26,854 20,420 2,822
Trade receivables 15,590 19,906 12,179 (4,316)
Income tax receivables 1,559 749 870 810
Other current assets 2,933 2,274 2,869 659
Current assets 49,758 49,783 36,338 (25)
Trade payables (17,812) (19,780) (15,149) 1,968
Income tax liabilities (1,601) (1,449) (334) (152)
Other current liabilities (8,428) (8,610) (6,985) 182
Current liabilities (27,841) (29,839) (22,468) 1,998
Net working capital 21,917 19,944 13,870 1,973

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Cash flows

(€'000) at March 31,
2023
at December
31, 2022
at March 31,
2022
Cash flow generated (used) in operations A ( 363) ( 1,608) ( 4,913)
Cash flow generated (used) in investment activities B ( 1,084) ( 13,396) ( 460)
Cash flow generated (absorbed) by financial assets C ( 201) 1,605 ( 2,068)
Net foreign exchange difference D ( 409) ( 195) 80
Increases (decreases) in cash & cash equivalents E=A+B+C+D ( 2,057) ( 13,594) ( 7,361)
Opening amount in cash & cash equivalents 18,110 31,704 31,704
Cash & cash equivalents at end of period 16,053 18,110 24,343

A – Group business

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The Group's activities are represented in a single sector (called "NanoPC") which consists of: a) embedded computing modules and systems for industrial, transport, medical, energy and grids; b) Industrial PCs (IPC); c) 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; d) software frameworks and platforms for IoT applications.

Activity in this line is carried out by Eurotech S.p.A., which mainly operates in Europe, Eurotech Inc. (USA), which mainly operates in the US, Eurotech Ltd (U.K.), which mainly operates in the UK, InoNet computer GmbH, which mainly operates in Germany, and Advanet Inc. (Japan), which mainly operates in Japan. Our products are marketed under the trademarks Eurotech, Dynatem, Advanet e InoNet.

B – Scope of consolidation

The companies included in the scope of consolidation on a line-by-line basis as at 31 March 2023 are as follows:

Company name Registered offices Share capital Group
share
Parent company
Eurotech S.p.A. Via Fratelli Solari 3/A –
Amaro

8,878,946
(Udine, Italy)
Subsidiaries consolidated line-by-line
Aurora S.r.l. Via Fratelli Solari 3/A –
Amaro

10,000
100.00%
(Udine, Italy)
EthLab S.r.l. Via Dante, 300 – Pergine Valsugana
115,000
100.00%
(TN)
Eurotech Inc. Columbia – MD (USA) USD26,500,000 100.00%
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 Via Piave, 54 – Caronno Varesino
51,480
100.00%
S.r.l. in liquidation (VA)
InoNet Computer GmbH Taufkirchen (Germany)
250,000
100.00%
Advanet Inc. Okayama (Japan) JPY 72,440,000 90.00% (1)

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

Affiliates consolidated at equity
Rotowi
Technologies
S.p.A.
in
Via del Follatolo, 12 – Trieste, Italy
21.31%
liquidation
(formerly
U.T.R.I.
S.p.A.)

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Other smaller companies valued at fair value
----------------------------------------------
Kairos Autonomi Inc. Sandy – UT (USA) 19.00%
Interlogica S.r.l. Mestre (VE) 10.00%

No changes took place with regard to subsidiaries and affiliates in the period as at 31 March 2023 compared with 31 December 2022.

The exchange rates used to translate 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 3M
2023
As of March
31, 2023
Average
12M 2022
As of
December
31, 2022
Average 3M
2022
As of March
31, 2022
British pound sterling 0.88309 0.87920 0.85276 0.88693 0.83641 0.84595
Japanese Yen 141.98062 144.83000 138.02739 140.66000 130.46359 135.17000
USA Dollar 1.07301 1.08750 1.05305 1.06660 1.12168 1.11010

C – Revenues

Revenues earned by the Group in the first quarter of 2023 amounted to €24.92 million (€17.43 million in the first three months of 2022), an increase of €7.49 million (43.0%) compared to the same period of last year. At constant exchange rates, total turnover would show an increase of 45.6%, while organic growth alone was 23.0%. The increase is the result of both the orders collected last year and the change in the scope of consolidation due to the inclusion of InoNet for the entire 2023 period.

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

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

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

Revenues by business region

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€' 000) North America
Europe
Asia Correction, reversal and elimination Total
Q1 2023 Q1 2022 % YoY
Change
Q1 2023 Q1 2022 % YoY
Change
Q1 2023 Q1 2022 % YoY
Change
Q1 2023 Q1 2022 % YoY
Change
Q1 2023 Q1 2022 % YoY
Change
Third party Sales 9,625 6,889 8,871 3,410 6,421 7,130 0 0 24,917 17,429
Infra-sector Sales 33 334 1,506 1,228 0 9 ( 1,539) ( 1,571) 0 0
Total Sales revenues 9,658 7,223 33.7% 10,377 4,638 123.7% 6,421 7,139 -10.1% ( 1,539) ( 1,571) 2.0% 24,917 17,429 43.0%

The North American business area's revenues totalled €9.66 million in the first 3 months of 2023 versus €7.22 million in the first 3 months of 2022, reporting an increase of 33.7%. This growth is due to the orders collected in 2022 mainly from consolidated customers. In 2023, as also in 2022, revenues in the American area are affected by a high concentration of turnover on a small number of longstanding customers.

In the European business area, there was a strong increase in turnover due to both the organic growth and the consolidation of InoNet. The total increase was 123.7%, from €4.64 million in the first quarter of 2022 to €10.38 million in the first quarter of 2023. Net of InoNet, turnover would have grown by 37.9%. The area continues to focus on opportunities related to the transport sector and the emerging energy transformation sector, as well as products related to High Performance Edge Computing technologies for enabling Artificial Intelligence.

Finally, the Asian business area decreased by 10.1% from €7.14 million to €6.42 million, due to the fluctuation of orders from its main local customers over the different quarters of the year, maintaining a positive outlook for the coming quarters.

Revenues by customer geographical area

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

(€' 000)
BREAKDOWN BY GEOGRAPHIC AREA
Q1 2023 % Q1 2022 % % change
European Union 8,101 32.5% 2,623 15.0% 208.8%
United States 9,204 36.9% 6,493 37.3% 41.8%
Japan 6,402 25.7% 7,086 40.7% -9.7%
Other 1,210 4.9% 1,227 7.0% -1.4%
TOTAL SALES AND SERVICE REVENUES 24,917 100.0% 17,429 100.0% 43.0%

With reference to the values by geographic area of the customer reported in the table, the revenues of the US area increased by 41.8% and the area's incidence on the total turnover for the first three months of 2023 was 36.9%.

As regards the Europe area, again referring to the location of customers, the level of turnover increased by 208.8% due to the turnover contributed by the recently acquired German company, whose turnover is mainly directed at the German market. As a percentage of total turnover, this amounted to 32.5%.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Revenues from the Japanese region decreased by 9.7% compared to the first quarter of 2022 and accounted for 25.7% of total turnover.

The other geographic areas completed the remaining 4.9% of total sales, with a decrease in both absolute value and percentage terms compared to the first three months of 2022.

D – Costs of raw & ancillary materials and consumables used

Costs of raw & ancillary materials and consumables used, which are closely related to turnover, show a less than proportional growth in the periods being considered compared to revenues, increasing from €10.30 million in the first three months of 2022 to €13.24 million in the first three months of 2023. In the period under review there was thus a variation of €2.94 million (28.6%). Compared to the same period of last year, lower extra costs of components (PPV) were accounted for, which last year, even though they were being charged back to customers, had a dilutive effect on the percentage margin, which was thus lower than the standard values recorded historically.

As a percentage of revenues, consumption of raw & ancillary materials and consumables stood at 46.9% in the first three months of 2023 compared to 40.9% in the first three months of 2022. Compared to 2022, the consolidation of InoNet also negatively affected total margins due to a lower first-margin level than that characteristic of Eurotech.

E – Costs for services

Costs for services increased by €0.33 million in the quarters in comparison, equal to 9.8%, from €3.34 million to €3.67 million and the percentage of revenues went from 19.2% in the first three months of 2022 to 14.7% in the first three months of 2023.

This increase in costs for services is due for 71.8% to the change in the scope of consolidation and is only marginally related to higher production costs and ancillary costs linked to the activation of the new company strategy.

In addition, the Group continued to invest particularly on the business line of IoT software platforms for industrial applications in addition to developments linked to the Edge Computers product line. The purpose of these investments is to support the research and development area to maintain a product portfolio in line with the technological innovations in the sector, including those proposed by manufacturers of electronic components..

F – Payroll costs

Payroll costs rose from €5.17 million (29.7% of revenues) to €6.72 million (26.9% of revenues) in the reporting period. The increase of €1.54 million is due to the higher costs deriving from the different scope of consolidation (€1.24 million), the higher average cost of wages and, to a marginal extent, to the higher incidence of costs associated with the various share performance plans. Wages and Salaries in fact included €124 thousand relating to the pro-rata temporis portion of the cost of the Share Performance Plan in place (in the first quarter of 2022, the amount recorded under costs was €88 thousand).

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

At the end of March 2023, the number of employees decreased by 1 unit compared to the end of 2022, while it rose by 78 units compared to March 2022 due to the effect of both the 74 units brought in by InoNet and the 4 units resulting from new hires, which, however, are still lower than the number planned for the entire year 2023.

The table below shows the number of Group employees:

EMPLOYEES at March 31,
2023
at December
31, 2022
at March 31,
2022
Manager 11 11 9
Clerical workers 324 325 288
Line workers 62 62 22
TOTAL 397 398 319

G – Other provisions and costs

As at 31 March 2023, this item included a provision for doubtful accounts of €15 thousand (€5 thousand in the first three months of 2022), and refers to provisions made to address any noncollectable receivables from customers.

The ratio of the item other provisions and costs to revenues decreased both in absolute amount (€22 thousand) and as a result of the increase in revenues i.e. 0.9% (first three months of 2022: 1.4%).

H – Other revenues

The other revenues item shows a slight increase from €719 thousand in the first three months of 2022 to €742 thousand in the first three months of 2023.

Other revenues include the capitalisations of development costs for new solutions featuring highly integrated standard modules and systems for €706 thousand (€675 thousand in the first quarter of 2022) and miscellaneous income for €36 thousand (€44 thousand in the first three months of 2022).

I – Depreciation, amortisation and impairment

Depreciation, amortisation and impairment increased by €51 thousand, from €1,178 thousand in the first quarter of 2022 to €1,229 thousand in the first quarter of 2023. This item includes depreciation and amortisation of €331 thousand due to the application of IFRS 16 (€303 thousand in 2022).

J – Financial income and expenses

Financial expenses increased by Euro 0.48 million compared to the period under comparison. There was not only an increase in exchange losses, but also higher interest expenses on loans due to higher interest rates.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Financial income, again due to exchange rates, increased by €0.53 thousand from €0.34 million in the first three months of 2022 to €0.97 million in the first three months of 2023.

The absolute value and percentage of revenues relating to the main components of the financial income and expenses item were as follows:

  • foreign exchange losses: €0.84 million as at 31 March 2023 (3.4% as a percentage of revenues) compared to €0.48 million as at 31 March 2022 (2.8% as a percentage of revenues);
  • foreign exchange gains: €0.85 million as at 31 March 2023 (3.4% as a percentage of revenues), compared with €0.34 million as at 31 March 2022 (1.9% as a percentage of revenues);
  • miscellaneous interest expenses: €221 thousand as at 31 March 2023 (0.9% as a percentage of revenues) compared to €72 thousand as at 31 March 2022 (0.4% as a percentage of revenues).
€'000 Q1 2023 Q1 2022 change
%
Exchange-rate losses 837 482 73.7%
Interest expenses 195 63 209.5%
Interest expenses on lease liabilities 26 9 188.9%
Expenses on derivatives - 7 n/a
Other finance expenses - 18 n/a
Financial charges 1,058 579 82.7%
Exchange-rate gains 850 338 151.5%
Interest income 3 - n/a
Gain on derivatives 20 - n/a
Financial incomes 873 338 158.3%

K – Income taxes

Income taxes as at 31 March 2023 were globally negative for €46 thousand (of which €76 thousand for current taxes and €31 thousand for net deferred tax assets), compared to the positive impact of €35 thousand as at 31 March 2022 (of which €11 thousand for current taxes and €46 thousand for net deferred tax assets), recording a negative change of €81 thousand.

L – Non-current assets

The net decrease in non-current assets compared to 31 December 2022 amounted to €2.06 million and was mainly due to changes in the exchange rates of property, plant and equipment and intangible assets, which generated a negative effect of €1.85 million.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Net investments in property, plant and equipment and intangible assets amounted to €0.37 million and were partly offset by amortisation and depreciation of €1.23 million.

a – Intangible assets

The table below shows the breakdown and main changes in intangible assets during the period:

(€ '000) DEVELOPMENT
COSTS
GOODWILL SOFTWARE
TRADEMARKS
PATENTS
ASSETS UNDER
CONSTRUCTION &
ADVANCES
TOTAL
INTANGIBLE
ASSETS
OPENING BALANCE (A) 6,259 75,771 8,803 2,787 93,620
Changes as at March 31, 2023
- Purchases 41 - 39 700 780
- Amortisation and impairment in period (-) ( 636) - ( 112) - ( 748)
- Other changes 143 ( 1,539) ( 244) ( 171) ( 1,811)
Total changes (B) ( 452) ( 1,539) ( 317) 529 ( 1,779)
CLOSING BALANCE (A+B) 5,807 74,232 8,486 3,316 91,841

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

(€ '000) at March 31, 2023 at December 31, 2022
Cash generating units Goodwill Trademark with
an indefinite
useful life
Goodwill Trademark with
an indefinite
useful life
Advanet Inc. 38,505 7,312 39,647 7,529
Inonet Computer Gmbh 8,113 - 8,113 -
Eurotech Inc. (ex Applied Data Systems e ex Arcom Inc.) 22,557 - 22,997 -
Eurotech Ltd. (ex Arcom Ltd.) 4,967 - 4,924 -
Other 90 - 90 -
TOTAL 74,232 7,312 75,771 7,529

b – Property, plant and equipment

The table below shows their breakdown and main changes in property, plant and equipment assets during the period:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€ '000) LAND AND
BUILDINGS
PLANT AND
MACHINERY
INDUSTRIAL &
COMMERCIAL
EQUIPMENT
OTHER
ASSETS
ASSETS
UNDER
CONSTRUCTI
ON &
ADVANCES
RIGHT OF
USE ASSETS
TOTAL
PROPERTY,
PLANT &
EQUIPMENT
OPENING BALANCE (A) 1,635 362 273 483 - 4,672 7,425
Changes as at March 31, 2023
- Purchases 9 32 41 36 2 269 389
- Disposals - - - - - ( 61) ( 61)
- Amortisation and impairment in period (-) ( 15) ( 23) ( 43) ( 64) - ( 336) ( 481)
- Other changes ( 1) 15 8 11 53 ( 122) ( 36)
Total changes (B) ( 7) 24 6 ( 17) 55 ( 250) ( 189)
CLOSING BALANCE (A+B) 1,628 386 279 466 55 4,422 7,236

M – Net working capital

Net working capital increased by €1.98 million, from €19.94 million as at 31 December 2022 to €21.92 million as at 31 March 2023; this performance is due to the different trend of the collection and payment flows, as is usually the case over the various quarters.

Current assets decreased slightly by €25 thousand mainly due to the increase in inventories of €2.82 million as well as the increase in other current assets of €1.47 million and the decrease in trade receivables of €4.32 million.

The decrease in current liabilities is much greater than the decrease in current assets and amounted to €2.00 million, mainly with a decrease in trade payables of €1.97 million and a reduction in other current liabilities for a total of €0.03 million.

N – Net financial position

Consolidated net financial debt as at 31 March 2023 amounted to €16.52 million compared to €14.42 million as at 31 December 2022. The figures shown include financial liabilities for rights of use, in application of the IFRS 16 accounting standard, amounting to €4.65 million, which when subtracted from the net financial debt give a pre-IFRS16 debt of €11.87 million.

With reference to liquidity, which amounted to €16.05 million, in the period under review, as shown in the cash flow statement, operating cash was used in the amount of €0.4 million, while €1.08 million was used for investments and €0.2 million for the repayment of loans.

The trend in cash flows from operations is the result of the use of cash to support current operations and is due to the expected trends mainly due to the decrease in inventories, there should be an improvement in the coming quarters.

See also financial cash flows, as indicated on page 17.

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Short-term financial liabilities mainly consist of current account overdrafts, the current portion of mortgage loans, and payables to other lenders falling due by 31 March 2024.

O – Changes in shareholders' equity

The share capital as at 31 March 2023 was made up of 35,515,784 ordinary shares, wholly subscribed and paid in, with no nominal value.

The balance of the Issuer's legal reserve as at 31 March 2023 amounted to €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 €4,31 million was generated by inclusion in the interim management statement of the statements of financial position and the income statements of US subsidiaries Eurotech Inc. and E-Tech USA Inc., UK subsidiary Eurotech Ltd. and Japanese subsidiary Advanet Inc.

The "other reserves" item was negative for €50.72 million and consisted of the Parent Company's extraordinary reserve, formed by losses carried forward, allocations of retained earnings from prior years and other miscellaneous reserves. The change in the year is attributable to the allocation of the 2022 result, to the reclassification of the exchange difference reserve, the booking of the Eurotech's Performance Share Plans for the period described in a specific section of the 2022 Consolidated Financial Statements.

The cash flow hedge reserve, which includes cash flow hedge transactions pursuant to IAS 39, was positive for €182 thousand and decreased by €23 thousand gross of the tax effect, which was not recognised due to absence of the relative prerequisites.

The foreign exchange reserve in which – based on IAS 21 – foreign exchange differences relating to intragroup foreign-currency loans that constitute part of a net investment in a foreign shareholding are recognised, was positive by €4.68 thousand and decreased by €1.15 million gross of the related tax effect, not yet recorded due to the absence of the prerequisites.

Treasury shares held by the parent company Eurotech S.p.A. at the end of the period totalled 255,606, the same number as at 31 December 2022.

P – Significant events in the quarter

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

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • 11/01/2023 Eurotech back in the IoT elite: included in Gartner's Magic Quadrant for Industrial IoT platforms
  • 09/02/2023 Eurotech improves its position as a "Best in Class" company in the PAC report on open source platforms for Industrial IoT
  • 14/02/2023 Eurotech's DynaCOR 40-36 wins the "Best in Show" award at Embedded World 2023
  • 14/03/2023 Liquidity at Silicon Valley Bank transferred to the new Silicon Valley Bridge Bank N.A.
  • 15/03/2023 Shareholders' agreement concerning Eurotech
  • 15/03/2023 Eurotech announces a new range of AI edge systems compliant with the IEC 62443 cybersecurity standard

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

Q – Events after 31 March 2023

There are no significant events after 31 March.

R – Risks and uncertainties

Please refer to the paragraphs "Main risks and uncertainties to which the Group is exposed" and "Financial risk management: objectives and criteria" in the 2022 Consolidated Financial Statements, in which the risks to which the Eurotech Group is exposed are explained.

S – Other information

We also specify that:

  • group intercompany transactions take place at market prices and are eliminated during the consolidation process;
  • group companies' related-party transactions form part of the normal course of business and are settled under arm's length conditions;
  • pursuant to CONSOB communication no. DEM/6064296 of 28 July 2006, there were no atypical and/or unusual transactions carried out in the first quarter of 2023;
  • as at 31 March 2023 the company held 255,606 treasury shares for a total value of €211 thousand. The changes were as follows:
No. of
shares
Face value of a
share
(Thousand of Euro)
% share
capital
Carrying value
(Thousand of Euro)
Average
unit value
Status as at 1 January 2023 255,606 64 0.72% 703 2.75
Purchases - - 0.00% -
Sales - - 0.00% -
Assignment-Performance share Plan - - 0.00% -
Status as at 31 March 2023 255,606 64 0.72% 703 2.75

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • pursuant to CONSOB Communication no. DEM/11070007 of 5 August 2011, relating to disclosure in financial reports of the exposure of listed companies to sovereign debt, note that the Group does not hold sovereign debt securities;
  • as regards the requirements of Article 150, paragraph 1, of Italian Legislative Decree no. 58 of 24 February 1998, no members of the Board of Directors have executed transactions with Group companies in situations of potential conflict of interest;
  • pursuant to Article 3 of CONSOB Resolution no. 18079 of 20 January 2012, Eurotech adopted the simplification procedure set out in Articles 70, paragraph 8, and 71, paragraph 1-bis, of the Regulation adopted by CONSOB with Resolution no. 11971 of 14 May 1999 as amended and supplemented. Therefore, it opts to derogate from the requirement to publish the information documents set out in Attachment 3B of this CONSOB Regulation for significant transactions such as mergers, spin-offs, capital increases via contributions in kind, acquisitions and sales.

Amaro, 15 May 2023

On behalf of the Board of Directors

Signed by Mr. Paul Chawla Chief Executive Officer

Statement of the Financial Reporting Manager

Amaro, 15 May 2023

STATEMENT

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

I, Sandro Barazza,

Financial Reporting Manager of Eurotech S.p.A., with reference to the Consolidated Interim Management Statement as at 31 March 2023 approved by the company's Board of Directors on 15 May 2023,

STATE

in compliance with the matters set forth under Article 154-bis, part IV, title III, chapter II, section V-bis of Italian Legislative Decree no. 58 of 24 February 1998, to the best of my knowledge, the Consolidated Interim Management Statement as at 31 March 2023 corresponds to the accounting entries.

The Financial Reporting Manager Signed by Sandro Barazza

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