Earnings Release • May 12, 2023
Earnings Release
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The present is the English translation of the Italian official report. For any difference between the two texts, the Italian text shall prevail.

Capital Stock Euro 12,220,000 fully paid-in Address of Principal Executive Offices: Viale Italia, 77 – 20045 Lainate (Milan), Italy Registered with the Milan Court Companies Register no. 00774910152
| HIGHLIGHTS OF THE FIRST QUARTER OF 2023 | ||||||
|---|---|---|---|---|---|---|
| In the first quarter of 2023 the SAES Group® recorded consolidated revenue equal to €60.2 million, up by 1.7% (+€1 million) compared to €59.2 million in the corresponding quarter of 2022. |
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| Excluding the positive exchange rate effect equal to +3% (+€1.8million) the change was negative for -€0.8 million: the revenue's growth in the Medical Nitinol Division, in line with that of the minimally invasive medical market, and in the Industrial Division, mainly driven by SMA industrial sales in the mobile & portable sectors, was not enough to offset the decrease in the Packaging and Chemicals Divisions, the former mainly penalized |
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| by the consumer crisis due to inflation, while the latter was affected by the slowdown in sales in the consumer | ||||||
| electronics sector. In the High Vacuum Division, the organic decrease, more evident after a particularly | ||||||
| favorable first quarter in 2022, was completely offset by the first line-by-line consolidation of SAES RIAL | ||||||
| Vacuum S.r.l. (+€1.5 million). | ||||||
| Thousand of euro (except %) | ||||||
| Total | Organic | Exchange rate | Change in consolidation |
|||
| Divions and Businesses | 1Q 2023 | 1Q 2022 | difference (% ) |
change (% ) |
effect (% ) |
scope (% ) |
| Getters & Dispensers | 11,463 | 11,738 | -2.3% | -4.0% | 1.7% | 0.0% |
| Sintered Materials | 2,278 | 2,560 | -11.0% | -14.9% | 3.9% | 0.0% |
| SMA Materials | 5,070 | 3,441 | 47.3% | 43.7% | 3.6% | 0.0% |
| SAES Industrial | 18,811 | 17,739 | 6.0% | 3.6% | 2.4% | 0.0% |
| High Vacuum Solutions | 6,594 | 6,887 | -4.3% | -25.9% | 0.4% | 21.3% |
| SAES High Vacuum | 6,594 | 6,887 | -4.3% | -25.9% | 0.4% | 21.3% |
| Medical Nitinol | 31,211 | 27,469 | 13.6% | 8.7% | 4.9% | 0.0% |
| SAES Medical Nitinol | 31,211 | 27,469 | 13.6% | 8.7% | 4.9% | 0.0% |
| Functional Chemicals | 1,923 | 3,423 | -43.8% | -43.8% | 0.0% | 0.0% |
| SAES Chemicals | 1,923 | 3,423 | -43.8% | -43.8% | 0.0% | 0.0% |
| Packaging Solutions | 1,608 | 3,638 | -55.8% | -55.8% | 0.0% | 0.0% |
| SAES Packaging Not Allocated |
1,608 11 |
3,638 0 |
-55.8% 0.0% |
-55.8% 0.0% |
0.0% 0.0% |
0.0% 0.0% |
| SAES Group – Additional periodic financial information as at March 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Comparing the first quarter of 2023 with the fourth quarter of 2022, the decrease in revenue, equal to -€2.8 million, was almost entirely attributable to the exchange rate effect, negative by -3.7% (-€2.3 million). Excluding the latter, the organic decrease amounted to only -€0.5 million, mainly attributable to the High Vacuum Division (please note that the fourth quarter of 2022 was particularly favorable, due to the closure of some projects in the particle accelerators sector), while all the other Divisions showed an organic growth (in particular, the Industrial Division, driven by the SMA Materials business) or were essentially in balance (Chemicals Division). |
||||||
| Thousand of euro (except %) Divions and Businesses |
1Q 2023 | 4Q 2022 | Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
|
| Getters & Dispensers | 11,463 | 12,299 | -6.8% | -4.0% | -2.8% | |
| Sintered Materials | 2,278 | 2,326 | -2.1% | 2.9% | -5.0% | |
| SMA Materials | 5,070 | 3,949 | 28.4% | 32.2% | -3.8% | |
| SAES Industrial | 18,811 | 18,574 | 1.3% | 4.6% | -3.3% | |
| High Vacuum Solutions | 6,594 | 8,430 | -21.8% | -20.5% | -1.3% | |
| SAES High Vacuum | 6,594 | 8,430 | -21.8% | -20.5% | -1.3% | |
| Medical Nitinol | 31,211 | 32,525 | -4.0% | 0.9% | -4.9% | |
| 31,211 | 32,525 | -4.0% | 0.9% | -4.9% | ||
| 1,923 | 2,084 | -7.7% | -7.7% | 0.0% | ||
| SAES Medical Nitinol | 1,923 | 2,084 | -7.7% | -7.7% | 0.0% | |
| Functional Chemicals | 1,302 | 23.5% | 23.5% | 0.0% | ||
| SAES Chemicals | 0.0% | |||||
| Packaging Solutions | 1,608 | |||||
| SAES Packaging Not Allocated |
1,608 11 |
1,302 14 |
23.5% -21.4% |
23.5% -21.4% |
0.0% |
Consolidated gross profit1 was equal to €26.6 million in the first quarter of 2023, slightly up (+2.9%) compared to €25.9 million in the corresponding period of 2022, mainly driven by the Medical Nitinol Division and by the SMA Materials business of the Industrial Division, as well as by the positive exchange rate effect. All the other Divisions were slightly down, penalized by lower sales. The change in the consolidation scope (acquisition of 100% of SAES RIAL Vacuum S.r.l. on May 25, 2022) led to an effect on gross profit of +€0.3 million, while the currency effect was positive and equal to €0.8 million.
Gross profit margin2 increased from 43.8% to 44.3%, again driven by the Medical Nitinol Division. On the other hand, please note the dilutive effect of the change in the consolidation scope3 of the High Vacuum Division and the lower economies of scale in the Packaging and Chemicals Divisions.
Consolidated operating profit amounted to €7 million (11.6% of revenue) in the first quarter of 2023, compared to an operating profit of €10.1 million (17% of revenue) in the first quarter of the previous year: the growth in gross profit was more than offset by higher operating expenses, also penalized by non-recurring items in the general and administrative expenses (€1.3 million of consultancy costs for the potential sale of the medical business and €0.8 million of severance costs of the Parent Company).
Please note that the consolidation of SAES RIAL Vacuum S.r.l. contributed to the increase in operating profit for €10 thousand, while the exchange rate effect was positive for €0.6 million.
Consolidated EBITDA4 was equal to €10.9 million (18.1% of revenue), compared to €13.7 million (23.1% of revenue) in the first quarter of 2022. Excluding non-recurring operating expenses in the first quarter of 2023,
1 Calculated as the difference between revenue and industrial costs directly and indirectly attributable to the products sold.
2 Calculated as the ratio between gross profit and revenue.
3 Acquisition of 100% of SAES RIAL Vacuum S.r.l. in May 2022.
4 EBITDA is not deemed as an accounting measure under IFRS standards; however, we believe that EBITDA is an important parameter for measuring the Group's performance and therefore it is presented as an alternative measurement. Since its calculation is not regulated by
equal to €2.1 million, EBITDA would have been equal to €13 million (21.6%), only slightly lower than that in the first quarter of 2022 and with a trend in line with that of the operating profit.
Please note that the consolidation of SAES RIAL Vacuum S.r.l. contributed to the increase in EBITDA for €0.2 million, while the exchange rate effect was positive for €0.7 million.
Consolidated profit amounted to €5.2 million in the first quarter of 2023, almost tripled compared to €1.7 million in the corresponding quarter of 2022, the latter penalized by the negative performance of the securities portfolio.
The consolidated net financial position was positive and equal to €64 million as at March 31, 2023, aligned to that at December 31, 2022 (€64.3 million). In the operating management, positive for €2 million, the selffinancing (+€13 million) was absorbed by the increase in the net working capital, while in the investment management, capex (-€2.4 million) was balanced by the positive performance of the securities in the portfolio (+€2.1 million).
We are very satisfied with the results of the quarter, that showed very good operating indicators, achieved thanks to the growth in revenue, despite an increase in operating expenses necessary to support the growth of the Group.
We are confident that the coming months will improve, despite the possible deterioration in exchange rates. We are working hard to complete the recently announced extraordinary operation on savings shares, which aims to rationalize the capital structure, with obvious benefits for all shareholders.
applicable accounting standards, the method applied by the Group may not be homogeneous with the ones adopted by other Groups. EBITDA is calculated as "Pre-tax profit (loss) for the year, net of exchange differences, share of the profit (loss) of equity-accounted investees, net financial expenses, as well as impairment losses on property, plant and equipment and intangible assets and amortization/depreciation".
| 1Q 2022 (*) |
|---|
| 59,156 |
| (33,265) |
| 25,891 (3,193) |
| (3,863) |
| (8,655) |
| (28) |
| (15,739) |
| 120 |
| (211) |
| 10,061 703 |
| (6,358) |
| (130) |
| 3 |
| 172 |
| (324) |
| 4,127 |
| (2,397) 1,730 |
| 0 |
| 1,730 |
| 1,730 |
| 0 |
| (*) Some comparative amounts shown in the column have been restated with respect to the amounts of 1Q 2022, in order to reflect the adjustments |
| 1Q 2022 (*) |
| 1,730 |
| 2,659 |
| 0 |
| 2,659 |
| 0 0 |
| 0 |
| attributable to: | ||
|---|---|---|
| (*) Some comparative amounts shown in the column have been restated with respect to the amounts of 1Q 2022, in order to reflect the adjustments | ||
| resulting from the completion of the provisional assessment of the business combination of Strumenti Scientifici Cinel S.r.l | ||
| Consolidated Statement of comprehensive income | ||
| Thousand of euro | ||
| Exchange differences from translation of financial statements in foreign currencies | (2,824) | 2,659 |
| Release of translation reserve for liquidation of subsidiaries | (87) | 0 |
| Total other comprehensive income which may be subsequently reclassified to profit or loss | (2,911) | 2,659 |
| Net fair value losses on investments in other companies | (17) | 0 |
| Income taxes | 0 | 0 |
| Total other comprehensive income (expense) that will not be subsequently reclassified to profit or | (17) | 0 |
| loss | ||
| Total other comprehensive income, net of taxes | (2,928) | 2,659 |
| Total profit for the period and other comprehensive income | 2,238 | 4,389 |
| attributable to: | ||
| 2,238 | 4,389 | |
| - the owners of the parent | 0 |
Thousand of euro
| March 31, 2023 |
December 31, 2022 |
|
|---|---|---|
| Property, plant and equipment | 91,488 | 92,697 |
| Intangible assets | 13,671 | 14,187 |
| Goodwill | 52,209 | 52,929 |
| Right-of-use assets | 5,092 | 5,481 |
| Securities | 0 | 0 |
| Other non-current assets | 11,562 | 10,954 |
| Current assets | 280,583 | 274,995 |
| Total Assets | 454,605 | 451,243 |
| Equity attributable to the owners of the | 266,291 | 264,053 |
| Equity attributable to non-current interests | 0 | 0 |
| Total equity | 266,291 | 264,053 |
| Non-current liabilities | 26,024 | 25,866 |
| Current liabilities | 162,290 | 161,324 |
| Total equity and liabilities | 454,605 | 451,243 |
| SAES Group – Additional periodic financial information as at March 31, 2023 Consolidated statement of cash flows |
||
|---|---|---|
| Thousands of euro | ||
| 1Q 2023 | 1Q 2022 | |
| Profit for the period | 5,166 | 1,730 |
| Income taxes | 3,251 | 2,397 |
| Depreciation of right-of-use assets | 640 | 623 |
| (Reversal of impairment losses) impairment losses on right-of-use assets | 0 | 0 |
| Depreciation of property, plant and equipment | 2,661 | 2,328 |
| (Reversal of impairment losses) impairment losses on property, plant and equipment | 0 | 219 |
| Amortisation of intangible assets | 583 | 427 |
| (Reversal of impairment losses) impairment losses on intangible assets | 0 | 0 |
| Gains (losses) on the disposal of property, plant and equipment and intangible assets | 0 0 |
|
| Net financial (income) expense | (1,409) | 5,783 |
| Impairment losses on trade receivables | (7) | 28 |
| Other non-monetary expense (income) | (33) | 118 |
| Other non-monetary change in post-employment and other benefits | 2,194 | 2,673 |
| Accrual (utilization) of provisions for risks and charges | (4) | (10) |
| 13,042 | 16,316 | |
| Change in operating assets and liabilities | (7,156) | (8,847) |
| Payments of post-employment and other benefits | (3,774) | (2,944) |
| Taxes paid | (123) | (545) |
| Cash flows generated by operating activities | 1,989 | 3,980 |
| Acquisition of property, plant and equipment | (2,327) | (2,209) |
| Acquisition of intangible assets | (81) | (222) |
| Proceeds from the disposal of property, plant and equipment and intangible assets | 0 | 0 |
| Purchase of securities | (1,178) | (9,303) |
| Disinvestments of securities | 1,100 | 9,033 |
| Income from securities, net of management fees | 357 | 474 |
| Investments in other companies | (315) | (44) |
| Financial liabilities repaid to (granted by) related parties | (231) | 49 |
| Financial liabilities repaid to (granted by) third parties | 0 | (148) |
| Interest income on financial assets with related parties | 0 | 1 |
| Interest and other financial income received | 45 | 23 |
| Cash flows generated by (used in) investing activities | (2,630) | (2,346) |
| Proceeds from non-current financial liabilities, current portion included | 0 | 0 |
| Repayment of non-current financial liabilities | (211) | (31) |
| Interest paid on non-current financial liabilities | (28) | (29) |
| Proceeds from current financial liabilities | 136,500 | 115,806 |
| Repayment of current financial liabilities | (134,094) | (111,500) |
| Interests paid on current financial liabilities | (456) | (119) |
| Interest and other financial expense paid | (104) | (124) |
| Other costs paid | 0 | (5) |
| Repayment of lease liabilities | (672) | (602) |
| Interests paid on leases | (72) | (47) |
| Cash flows provided by (used in) financing activities | 863 | 3,349 |
| Increase (decrease) in cash and cash equivalents | 222 | 4,983 |
| Opening cash and cash equivalents | 41,803 | 29,287 |
| Effect of exchange rate changes on cash flows | (518) | 727 |
| Closing cash and cash equivalents | 41,507 | 34,997 |
This document has been prepared applying the international accounting standards (IFRS) and in accordance with article 2.2.3, paragraph 3, of the Regulation of the Markets organized and managed by Borsa Italiana S.p.A. Concerning the content, please make reference to the pre-existing article 154-ter, paragraph 5, of "Financial Consolidation Act", also in the light of what clarified by ESMA in the Q&A on the Directive 2004/109/CE.
The additional periodic information is consistent with the accounting principles that govern the preparation of the annual and consolidated financial statements, insofar as they are applicable. Evaluation procedures adopted in the additional periodic financial information are substantially similar to those usually applied to prepare the annual and consolidated financial statements.
In relation to the changes in the scope of consolidation occurred during the first quarter of 2023, on March 17, 2023, the liquidation process of the Korean subsidiary SAES Getters Korea Corporation was completed with the return of the remaining cash to the Parent Company.
Please, also note that, at the beginning of January 2023, the Parent Company had its shareholding in Flexterra, Inc. increased from 46.84% to 47.10%, following the repurchase by the joint venture, for a symbolic value of one dollar, of the shares previously held by a small individual shareholder.
With regard to the investment in the EUREKA! Venture capital fund, on January 16, 2023 a payment of €139 thousand was made, including both the share of the fund's costs and the share for the continuation of the investment in the companies Caracol S.r.l. and Inta System S.r.l., innovative start-ups operating respectively in the additive manufacturing and in the lab-on-chip production sectors. On March 27, 2023, a further payment of €177 thousand was made, including the share of the fund's costs, the share for the continuation of the investment in the company Fleep Technologies S.r.l. (an innovative start-up operating in the printed electronics sector) and for the new investments in the companies Planckian and I-Tes (respectively operating in the quantum technology and in the energy storage).
Relevant events occurred in the first quarter of 2023
Starting from January 1, 2023, SAES RIAL Vacuum S.r.l. was included in the scope of the national tax consolidation together with the other companies of the Group that are already part of it.
On January 9, 2023, the SAES Group signed a binding agreement with the U.S. company Resonetics for the sale of the Nitinol business and, in particular, of the U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc. For further details and updates, please refer to the dedicated section entitled "Binding agreement for the sale of U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc." in this Additional periodic financial information as at March 31, 2023.
In mid-January 2023, SAES Coated Films S.p.A. started an ordinary redundancy fund program lasting thirteen weeks and involving almost all its employees. After that period, the program was not further renewed.
Please note that at the end of January 2023 SAES Getters S.p.A. paid the first tranche, equal to \$250 thousand, of the additional convertible loan to Flexterra, approved on December 7, 2022. This financial receivable has already been written down with no negative impact in the income statement of the current period, as a provision for risks and charges had already been recorded as at December 31, 2022 against the SAES Group's irrevocable commitment to the loan.
At the beginning of February 2023, Memry Corporation repaid early the loan granted by the State of CT (debt amounting to €212 thousand as at December 31, 2022).
On February 1, 2023, following the resignation submitted by the Director Adriano De Maio as a member of the Remuneration and Appointments Committee, the Board of Directors appointed Alessandra della Porta as a member of the Committee to replace the Director De Maio.
On February 22, 2023, SAES Getters S.p.A. obtained the extension to December 31, 2023 of the revolving cash credit facility amounting to €30 million, signed with Unicredit S.p.A. on March 6, 2020, and with an original maturity on March 6, 2023.
On March 1, 2023 SAES Getters S.p.A., as Sole Shareholder, resolved the total waiver of the financial receivables that it held at the end of 2022 in favor of SAES Nitinol S.r.l. for an amount of €233 thousand. At the same time, the Parent Company resolved in favor of SAES Nitinol S.r.l. a capital contribution of €28 thousand as a shareholders' payment to cover losses, with the goal of reconstituting the share capital eroded by the losses of 2022. Finally, SAES Getters S.p.A. resolved to pay5 an additional amount, equal to €900 thousand, to be allocated within the item "available reserves" of the shareholders' equity of SAES Nitinol S.r.l., to provide the subsidiary with the necessary provisions to ensure its business continuity.
On March 6, 2023, the Independent Director Luciana Sara Rovelli submitted her resignation due to significant discrepancies regarding the strategic vision of the Company. Therefore, as of March 6, 2023, Luciana Rovelli ceased to hold all the positions assigned to her, and specifically: Chairman of the Remuneration and Appointments Committee; Member of the Control and Risk and Sustainability Committee; Chairman of the Supervisory Board, as well as Member of the Related Party Transactions Committee.
On March 7, 2023, the Board of Directors appointed, in place of Luciana Rovelli, the Director Stefano Proverbio, an Independent Director, as member of the Remuneration and Appointments Committee, conferring him the role of Chairman, and as Chairman of the Supervisory Board, of which he is already a member. On April 28, 2023, the Ordinary Shareholders' Meeting also confirmed the appointment of Dr. Maria Pia Maspes as Independent Director, who joined the Board of Directors on March 29, 2023 by cooptation, pursuant to Article 2386 of the Civil Code. In addition, the Board of March 29, 2023 had appointed the Independent Director Maria Pia Maspes as a Member of the Audit and Risk and Sustainability Committee, of the Related Party Transactions Committee and of the Supervisory Board.
On March 29, 2023, upon authorization by the Board of Directors of SAES Getters S.p.A., SAES Nitinol S.r.l. resolved to waive the residual portion of interest accrued until December 31, 2022 on the loans granted to the joint venture Actuator Solutions GmbH, amounting to €1.6 million6 , to ensure its business continuity and accelerate the reconstruction of its equity. The aforementioned waiver, completed in April, has no effect on the consolidated financial statements, as the financial receivable related to the interest-bearing loan (both principal and interest) had already been fully written-off as at December 31, 2022, as it was deemed unlikely to be recoverable. The same Board of Directors also resolved to maintain the current interest rate on the same loan at 2%.
***
In order to manage the economic impact generated by the fluctuations in the exchange rates, primarily the US dollar, the Group enters into hedges on current and future receivables related to the sales transactions denominated in currencies other than the euro of the Parent Company.
Particularly, as at March 31, 2023 the Group holds forward contracts on the US dollar which have a total notional value of USD 9 million. Their average forward exchange rate is USD 1.0570 against the euro and all these contracts will extend throughout the remaining part of the fiscal year 2023.
Subsequent to March 31, 2023 no further forward contracts have been entered into.
The balances as at March 31, 2022, presented for comparative purposes, have been restated to reflect the adjustments deriving from the completion of the provisional valuation of the business combination7 of Strumenti Scientifici Cinel S.r.l., in compliance with the provisions of IFRS 3.
5 Actual payment made in April 2023.
6 In addition to the share of interest, equal to €0.8 million, already waived by SAES Nitinol S.r.l.in the previous years.
7 Business combination finalized on July 7, 2021.
| SAES Group – Additional periodic financial information as at March 31, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousands of euro | |||||||||||
| SAES Industrial | SAES High Vacuum | SAES Medical | SEAS Chemicals SAES Packaging Non Allocated |
Totale | |||||||
| 1Q 2022 | 1Q 2022 | Adjustment | 1Q 2022 restated | 1Q 2022 | 1Q 2022 | 1Q 2022 | 1Q 2022 | 1Q 2022 | Adjustment | 1Q 2022 restated | |
| Revenue | 17,739 | 6,887 | 0 | 6,887 | 27,469 | 3,423 | 3,638 | 0 | 59,156 | 0 | 59,156 |
| Cost of sales Gross profit |
(8,487) 9,252 |
(3,158) 3,729 |
(141) (141) |
(3,299) 3,588 |
(15,528) 11,941 |
(2,706) 717 |
(3,245) 393 |
0 0 |
(33,124) 26,032 |
(141) (141) |
(33,265) 25,891 |
| % on revenue Operating costs and other income (expenses) |
52.2% (3,664) |
54.1% (1,523) |
n.a. (52) |
52.1% (1,575) |
43.5% (2,433) |
20.9% (334) |
10.8% (927) |
n.a. (6,897) |
44.0% (15,778) |
n.a (52) |
43.8% (15,830) |
| Operating profit (loss) % on revenue |
5,588 31.5% |
2,206 32.0% |
(193) n.a. |
2,013 29.2% |
9,508 34.6% |
383 11.2% |
(534) (14.7%) |
(6,897) n.a. |
10,254 17.3% |
(193) n.a |
10,061 17.0% |
| Financial income Financial expense |
703 (6,358) |
0 0 |
703 (6,358) |
||||||||
| Impairment losses of financial receivables and other financial assets | (130) | 0 | (130) | ||||||||
| Share of profit of equity-accounted investees Net exchange gains (losses) |
3 (152) |
0 0 |
3 (152) |
||||||||
| Pre-tax profit (loss) | 4,320 | (193) | 4,127 | ||||||||
| Income taxes | (2,451) | 54 | (2,397) | ||||||||
| Profit (loss) from continuing operations | 1,869 | (139) | 1,730 | ||||||||
| 0 | 0 | 0 | |||||||||
| Profit (loss) from discontinued operations | 1,869 | (139) | 1,730 | ||||||||
| Profit (loss) for the period | |||||||||||
| Net Sales by Business and by Geographic Location of Customers | |||||||||||
| SAES Industrial Division Getters & Dispensers |
Non-evaporable getters and traditional dispensers, based on metal alloys, |
| SAES Industrial Division | |
|---|---|
| Getters & Dispensers | Non-evaporable getters and traditional dispensers, based on metal alloys, |
| with various industrial applications (consumer electronics, security and | |
| defense, medical imaging diagnostics, vacuum thermal insulation and | |
| traditional discharge lamps, etc.), as well as dispensable getters based on | |
| functionalized polymers (OLED applications for the consumer electronics, | |
| optoelectronics, advanced photonics and telecommunications markets) | |
| Sintered Materials | Dispensable cathodes for electronic tubes and devices for thermal |
| dissipation in solid-state components and lasers | |
| SMA Materials | Shape memory alloys and super elastic materials and components for the |
| industrial sector (domotics, white goods industry, consumer electronics, | |
| non-implantable medical business, automotive and luxury sector) | |
| SAES High Vacuum Division | |
| High Vacuum Solutions | Getter pumps for vacuum systems that find application in the industrial |
| sector, in research and in particle accelerators | |
| SAES Medical Nitinol Division | |
| Medical Nitinol | Nitinol raw material and components for the biomedical sector |
| SAES Chemicals Division | |
| Functional Chemicals | Functional acoustic composites for consumer electronics applications and |
| new functional materials being validated by prospects | |
| SAES Packaging Division | |
| Packaging Solutions | Lacquers and advanced plastic films for the sustainable packaging sector |
| SAES Group – Additional periodic financial information as at March 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Thousand of euro (except %) | |||||||
| Divions and Businesses | 1Q 2023 | 1Q 2022 | Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
Change in consolidation scope |
|
| (% ) |
|||||||
| Getters & Dispensers | 11,463 | 11,738 | -2.3% | -4.0% | 1.7% | 0.0% | |
| Sintered Materials | 2,278 | 2,560 | -11.0% | -14.9% | 3.9% | 0.0% | |
| SMA Materials | 5,070 | 3,441 | 47.3% | 43.7% | 3.6% | 0.0% | |
| SAES Industrial | 18,811 | 17,739 | 6.0% | 3.6% | 2.4% | 0.0% | |
| High Vacuum Solutions | 6,594 | 6,887 | -4.3% | -25.9% | 0.4% | 21.3% | |
| SAES High Vacuum | 6,594 | 6,887 | -4.3% | -25.9% | 0.4% | 21.3% | |
| Medical Nitinol | 31,211 | 27,469 | 13.6% | 8.7% | 4.9% | 0.0% | |
| SAES Medical Nitinol Functional Chemicals |
31,211 1,923 |
27,469 3,423 |
13.6% -43.8% |
8.7% -43.8% |
4.9% 0.0% |
0.0% 0.0% |
|
| SAES Chemicals | 1,923 | 3,423 | -43.8% | -43.8% | 0.0% | 0.0% | |
| Packaging Solutions | 1,608 | 3,638 | -55.8% | -55.8% | 0.0% | 0.0% | |
| SAES Packaging | 1,608 | 3,638 | -55.8% | -55.8% | 0.0% | 0.0% | |
| Not Allocated | 11 | 0 | 0.0% | 0.0% | 0.0% | 0.0% | |
| Consolidated revenue | 60,158 | 59,156 | 1.7% | -3.8% | 3.0% | 2.5% | |
| Consolidated Revenue by Geographic Location of Customer Thousand of euro |
of which: Change in |
||||||
| Geographic Area | 1Q 2023 | 1Q 2022 | consolidation scope |
||||
| Italy | 1,295 | 1,771 | 93 | ||||
| European countries | 9,879 | 11,769 | 312 | ||||
| North America | 38,521 | 34,185 | 1,059 | ||||
| Japan | 1,710 | 1,857 | 0 | ||||
| South Korea | 300 | 687 | 0 | ||||
| China | 6,704 | 6,168 | 0 | ||||
| Rest of Asia | 1,342 | 1,390 | 0 | ||||
| Rest of the World | 407 | 1,329 | 0 | ||||
| Consolidated revenue | 60,158 | 59,156 | 1,464 | ||||
| Thousand of euro | of which: Change in consolidation |
||||
|---|---|---|---|---|---|
| scope | |||||
| Italy | 1,295 | 1,771 | 93 | ||
| European countries | 9,879 | 11,769 | 312 | ||
| North America | 38,521 | 34,185 | 1,059 | ||
| Japan | 1,710 | 1,857 | 0 | ||
| South Korea | 300 | 687 | 0 | ||
| China | 6,704 | 6,168 | 0 | ||
| Rest of Asia | 1,342 | 1,390 | 0 | ||
| Rest of the World | 407 | 1,329 | 0 | ||
| Consolidated revenue | 60,158 | 59,156 | 1,464 |
In the first quarter of 2023 the SAES Group recorded consolidated revenue equal to €60.2 million, up by 1.7% (+€1 million) compared to €59.2 million in the corresponding quarter of 2022.
Excluding the positive exchange rate effect equal to +3% (+€1.8million) the change was negative for -€0.8 million: the revenue's growth in the Medical Nitinol Division, in line with that of the minimally invasive medical market, and in the Industrial Division, mainly driven by SMA industrial sales in the mobile & portable sectors, was not enough to offset the decrease in the Packaging and Chemicals Divisions, the former mainly penalized by the consumer crisis due to inflation, while the latter was affected by the slowdown in sales in the consumer electronics sector. In the High Vacuum Division, the organic decrease, more evident after a particularly favorable first quarter in 2022, was completely offset by the first line-by-line consolidation of SAES RIAL Vacuum S.r.l. (+€1.5 million).
Including also the share of the revenue of the joint ventures8 , total revenue of the Group was equal to €60.5 million in the first quarter of 2023, slightly up (+0.2%) compared to €60.3 million in the first quarter of 2022: the increase in consolidated revenue (+1.7%) was offset by lower revenue of the joint venture Actuator Solutions GmbH (revenue is not comparable in the two quarters due to the sale of the last production line of actuators for the seat comfort automotive business completed at the end of 2022) and the line-by-line consolidation of the joint venture SAES RIAL Vacuum S.r.l. starting from May 25, 2022.
8 Actuator Solutions GmbH (50%) and Flexterra (47.10%).
| SAES Group – Additional periodic financial information as at March 31, 2023 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousand of euro | ||||||||||||||
| 1Q 2023 | 1Q 2022 | Difference | ||||||||||||
| Consolidated revenue | 60,158 | 59,156 | 1,002 | |||||||||||
| 50% revenue of the joint venture Actuator Solutions GmbH | 384 | 734 | (350) | |||||||||||
| 49% revenue of the joint venture SAES RIAL Vacuum S.r.l. (*) | 0 | 497 | (497) | |||||||||||
| Revenue of the joint venture Flexterra (**) | 0 | 0 | 0 | |||||||||||
| Intergroup eliminations | (75) | (56) | (19) | |||||||||||
| Other adjustments | (1) | (15) | 14 | |||||||||||
| Total revenue of the Group | 60,466 | 60,316 | 150 | |||||||||||
| (*) SAES RIAL Vacuum S.r.l. fully consolidated starting from May 25, 2022. | ||||||||||||||
| (**) 46.84% during the first quarter 2022, increased to 47.10% at the beginning of 2023. | ||||||||||||||
| Information by operating segment | ||||||||||||||
| Thousand of euro | ||||||||||||||
| SAES Industrial | SAES High Vacuum | SAES Medical Nitinol | SEAS Chemicals | SAES Packaging | Not Allocated | TOTAL | ||||||||
| 1Q 2023 | 1Q 2022 | 1Q 2023 | 1Q 2022 | 1Q 2023 | 1Q 2022 | 1Q 2023 | 1Q 2022 | 1Q 2023 | 1Q 2022 | 1Q 2023 | 1Q 2022 | 1Q 2023 1Q 2022 |
||
| Revenue Cost of sales |
18,811 (9,347) |
17,739 (8,487) |
6,594 (3,671) |
6,887 (3,299) |
31,211 (17,233) |
27,469 (15,528) |
1,923 (1,658) |
3,423 (2,706) |
1,608 (1,558) |
3,638 (3,245) |
11 (58) |
0 0 |
60,158 59,156 (33,525) (33,265) |
|
| Gross profit % on revenue |
9,464 50.3% |
9,252 52.2% |
2,923 44.3% |
3,588 52.1% |
13,978 44.8% |
11,941 43.5% |
265 13.8% |
717 20.9% |
50 3.1% |
393 10.8% |
(47) n.s. |
0 n.a. |
26,633 25,891 44.3% 43.8% |
|
| Operating costs and other income Operating profit (loss) |
(3,682) 5,782 |
(3,664) 5,588 |
(2,039) 884 |
(1,575) 2,013 |
(3,950) 10,028 |
(2,433) 9,508 |
(437) (172) |
(334) 383 |
(722) (672) |
(927) (534) |
(8,822) (8,869) |
(6,897) (6,897) |
(19,652) (15,830) 6,981 10,061 |
|
| % on revenue | 30.7% | 31.5% | 13.4% | 29.2% | 32.1% | 34.6% | -8.9% | 11.2% | -41.8% | -14.7% | n.s. | n.a. | 11.6% 17.0% |
|
| SAES Industrial Division | ||||||||||||||
| Consolidated revenue of the Industrial Division amounted to €18.8 million in the first quarter of 2023, up by 6% compared to €17.8 million in the corresponding quarter of 2022. The currency trend recorded a positive |
| SAFS Industrial | SAES High Vacuum | SAFS Medical | Nitinol | SEAS Chemicals | SAES Packaging | Not Allocated | TOTAL | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 10 2023 | 1 Q 2022 1 Q 2023 1 Q 2022 1 Q 2023 1 Q 2023 1 Q 2022 1 Q 2023 | 10 2022 1Q 2023 1Q 2022 1Q 2023 1Q 2022 | ||||||||||||
| Revenue | 18.811 | 17.739 | 6.594 | 6.887 | 31.211 | 27.469 | 1.923 | 3.423 | 1.608 | 3,638 | 11 | 60.158 | 59.156 | |
| Cost of sales | (9.347) | (8,487) | (3,671), | (3,299) | 17,233) | (15,528) | (1,658) | (2,706) | (1,558) | (3,245) | (58) | (33,525) | (33,265) | |
| Gross profit | 9.464 | 9.252 | 2.923 | 3.588 | 13.978 | 11.941 | 265 | 50 | 393 | (47) | 26.633 | 25,891 | ||
| % on revenue | 50.3% | 52.2% | 44.3% | 52.1% | 44.8% | 43.5% | 13.8% | 20.9% | 3.1% | 10.8% | n.S. | n.a | 44.3% | 43.8% |
| Operating costs and other income | (3.682) | (3,664) | (2,039) | (1,575) | (3.950) | (2,433) | (437 | (334) | 122 | (927) | (8.822) | (6,897 | (19,652) | (15,830) |
| Operating profit (loss) | 5.782 | ર્ રજક્ષ્ઠ | 884 | 2.013 | 10.028 | 9.508 | (172) | 383 | (672) | (534) | (8,869) | (6,897 | 6.981 | 10.061 |
| % on revenue | 30.7% | 31.5% | 13.4% | 29.2% | 32.1% | 34.6% | -8.9% | 11.2% | -41.8% | -14.7% | n.S. | n.a | 11.6% | 17.0% |
| SAES Industrial Division | |||||
|---|---|---|---|---|---|
| Consolidated revenue of the Industrial Division amounted to €18.8 million in the first quarter of 2023, up by | |||||
| 6% compared to €17.8 million in the corresponding quarter of 2022. The currency trend recorded a positive | |||||
| exchange rate effect of +2.4%, net of which revenue organically increased by 3.6%. | |||||
| The organic increase was driven by the SMA Materials sector (+43.7%, equal to €1.5 million), thanks to the | |||||
| excellent performance of the mobile & portable sector and, to a lesser extent, by that of the automotive | |||||
| sector, that more than offset the decrease in the medical device actuators. | |||||
| On the other hand, the Sintered Materials sector (negative organic change of -14.9%) suffered from the | |||||
| temporary slowdown in orders for heat sinks from a major customer, while the Getters & Dispensers segment | |||||
| (organic decrease equal to -4%) was penalized by the structural decline in the fluorescent lamp sector, as well | |||||
| as by a momentary decline in the healthcare segment due to some temporary internal production issues, also | |||||
| due to slowdowns in the supply chain. In addition, again in the Getters & Dispensers segment, please note the | |||||
| slight growth of the organic electronics sector, driven by the sales of new advanced products for 5G | |||||
| applications and for oximeters in the Chinese market. | |||||
| Thousand of euro (except %) Divions and Businesses |
1Q 2023 | 1Q 2022 | Total difference |
Organic change |
Exchange rate effect |
| (% ) |
(% ) |
(% ) |
|||
| Getters & Dispensers | 11,463 | 11,738 | -2.3% | -4.0% | 1.7% |
| Sintered Materials SMA Materials |
2,278 5,070 |
2,560 3,441 |
-11.0% 47.3% |
-14.9% 43.7% |
3.9% 3.6% |
Gross profit margin decreased from 52.2% to 50.3%, influenced by the aforementioned decrease in the margins of the Sintered Materials sector, as well as by the lower margins in the SMA Materials sector, essentially due to an increase in the cost of raw materials.
Operating profit of the Industrial Division was equal to €5.8 million, slightly up (+3.5%) compared to €5.6 million in the first quarter of 2022, in line with the trend in gross profit and sales, operating expenses being equal. The operating margin went from 31.5% to 30.7%, affected by the decrease in the gross profit margin, despite the lower incidence of operating expenses.
Consolidated revenue of the High Vacuum Division was equal to €6.6 million in the first quarter of 2023, substantially in line with €6.9 million recorded in the corresponding quarter of 2022: the increase related to the line-by-line consolidation of SAES RIAL Vacuum S.r.l. (+€1.5 million) made it possible to offset the organic decrease (-€1.8 million, compared to a particularly favorable first quarter of 2022, due to the concurrence of the revenue generated by the order with the RFX Consortium of Padua, active in experimental nuclear fusion, and related to sales of scientific instrumentation for accelerators). The currency trend recorded a positive exchange rate effect of +0.4%. Divions and Businesses 1Q 2023 1Q 2022 (% ) (% ) (% ) (% ) High Vacuum Solutions 6,594 6,887 -4.3% -25.9% 0.4% 21.3% SAES High Vacuum 6,594 6,887 -4.3% -25.9% 0.4% 21.3%
Thousand of euro (except %)
| Total difference |
Organic change |
Exchange rate effect |
Change in consolidation scope |
|
|---|---|---|---|---|
| Gross profit of the High Vacuum Division was equal to €2.9 million in the first quarter of 2023, compared to | |||||
|---|---|---|---|---|---|
| SAES Medical Nitinol Division | |||||
| 1Q 2023 | 1Q 2022 | Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
|
| 31,211 | 27,469 | 13.6% | 8.7% | 4.9% | |
| 31,211 | 27,469 | 13.6% | 8.7% | 4.9% | |
| the first consolidation of SAES RIAL Vacuum S.r.l. | line with the growth of the minimally invasive medical market. | €3.6 million in the first quarter of 2022, while the gross profit margin went from 52.1% to 44.3%: the first indicator was penalized by the organic decrease in sales, the second one by the dilutive effect of the consolidation of SAES RIAL Vacuum S.r.l., which ended the current quarter with a gross profit margin slightly Operating profit of the High Vacuum Division was equal to €0.9 million, compared to €2 million in the first quarter of 2022: the decrease in the gross profit was reflected in the operating profit for the period, both penalized by the organic decrease in sales. The operating margin went from 29.2% to 13.4%, again diluted by Consolidated revenue of the Medical Nitinol Division amounted to €31.2 million in the first quarter of 2023, up by 13.6% compared to €27.5 million in the corresponding period of 2022. The exchange rate effect was positive and equal to +4.9%, net of which the organic growth was equal to +8.7% (+€2.4 million in absolute value), in |
| SAES Group – Additional periodic financial information as at March 31, 2023 | |||||
|---|---|---|---|---|---|
| The operating profit of the Medical Nitinol Division amounted to €10 million (32.1% of revenue), up by 5.5% compared to €9.5 million (34.6% of revenue) in the first quarter of 2022: excluding non-recurring operating expenses related to the planned sale of the Division (€1.3 million), operating profit would have been equal to €11.3 million, up by 19%, thanks to the excellent industrial performance, with constant operating expenses. |
|||||
| SAES Chemicals Division | |||||
| compared to €3.4 million in the corresponding period of 2022 (-43.8%). There is no exchange rate effect, as sales were denominated exclusively in euro. The decrease was substantially due to the slowdown in the consumer electronics market, the main outlet market for the products of this Division, in continuity with the latter part of 2022. |
|||||
| Thousand of euro (except %) Divions and Businesses |
1Q 2023 | 1Q 2022 | Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
| Functional Chemicals | 1,923 | 3,423 | -43.8% | -43.8% | 0.0% |
| Operating profit of the Chemicals Division was negative for €0.2 million, compared to a positive figure of €0.4 million in the first quarter of 2022: sales volumes did not allow fixed costs to be covered. |
||||||
|---|---|---|---|---|---|---|
| SAES Packaging Division | ||||||
| Consolidated revenue of the Packaging Division amounted to €1.6 million in the first quarter of 2023, compared to €3.6 million in the first quarter of 2022 (-55.8%). Sales were exclusively denominated in euro. The decrease was essentially due to three main factors: - contraction in consumption due to the inflation crisis, with negative repercussions on the converting segment and on the entire packaging supply chain; - energy crisis, which created liquidity problems especially to medium-small customers, induced to buy only for consumption, without creating stock; - reduction in the shortage of some plastic materials that are alternatives to the SAES offer. However, please note the increase in sales of innovative products related to recyclable plastic mono-material structures, in accordance with the EU Packaging Waste Directive, which, if approved, should favor the affirmation of the coating technology of SAES Coated Films S.p.A. |
||||||
| Thousand of euro (except %) Divions and Businesses |
1Q 2023 | 1Q 2022 | Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
|
| Packaging Solutions | 1,608 | 3,638 | -55.8% | -55.8% | 0.0% | |
| SAES Packaging | 1,608 | 3,638 | -55.8% | -55.8% | 0.0% |
Operating profit of the Packaging Division was negative for €0.7 million, compared to a still negative value of €0.5 million in the first quarter of 2022: despite the reduction in operating expenses, also favored by the adoption of the ordinary redundancy fund and by lower transportation costs, the drop in volumes caused an operating loss substantially in line with that of the previous year.
Not Allocated consolidated revenue amounted to €11 thousand in the first quarter of 2023 and referred exclusively to the initial sales related to the B!POD project, developed by the SAES Design House, for which new product launches are expected during the current year.
Also the Non Allocated gross profit, negative for -€47 thousand in the first quarter of 2023, referred exclusively to the new B!POD project.
The Non Allocated operating profit was negative for €8.9 million, compared to a negative amount equal to - €6.9 million. The worsening was mainly due, in addition to non-recurring costs for severance (€0.8 million), to higher expenses for legal and strategic consultancy of the Parent Company (general and administrative expenses) and to marketing costs for the B!POD project (selling expenses).
Finally, please note the following, included among other income and expenses:
in the first quarter of 2023, an income, equal to €127 thousand, related to an adjustment on the sale price of the subsidiary SAES Pure Gas, Inc. (disposal completed in 2018), following a tax refund related to the period before the sale;
in the first quarter of 2022, costs of €70 thousand for a donation to Ukraine.
Consolidated gross profit was equal to €26.6 million in the first quarter of 2023, slightly up (+2.9%) compared to €25.9 million in the corresponding period of 2022, mainly driven by the Medical Nitinol Division and by the SMA Materials business of the Industrial Division, as well as by the positive exchange rate effect. All the other Divisions were slightly down, penalized by lower sales. The change in the consolidation scope (acquisition of 100% of SAES RIAL Vacuum S.r.l. on May 25, 2022) led to an effect on gross profit of +€0.3 million, while the currency effect was positive and equal to €0.8 million.
Gross profit margin increased from 43.8% to 44.3%, again driven by the Medical Nitinol Division. On the other hand, please note the dilutive effect of the change in the consolidation scope9 of the High Vacuum Division and the lower economies of scale in the Packaging and Chemicals Divisions.
Consolidated operating profit amounted to €7 million (11.6% of revenue) in the first quarter of 2023, compared to an operating profit of €10.1 million (17% of revenue) in the first quarter of the previous year: the growth in gross profit was more than offset by higher operating expenses, also penalized by non-recurring items in the general and administrative expenses (€1.3 million of consultancy costs for the potential sale of the medical business and €0.8 million of severance costs of the Parent Company).
Please note that the consolidation of SAES RIAL Vacuum S.r.l. contributed to the increase in operating profit for €10 thousand, while the exchange rate effect was positive for €0.6 million.
Consolidated EBITDA was equal to €10.9 million (18.1% of revenue), compared to €13.7 million (23.1% of revenue) in the first quarter of 2022. Excluding non-recurring operating expenses in the first quarter of 2023, equal to €2.1 million, EBITDA would have been equal to €13 million (21.6%), only slightly lower than that in the first quarter of 2022 and with a trend in line with that of the operating profit.
Please note that the consolidation of SAES RIAL Vacuum S.r.l. contributed to the increase in EBITDA for €0.2 million, while the exchange rate effect was positive for €0.7 million.
9 Acquisition of 100% of SAES RIAL Vacuum S.r.l. in May 2022.
| SAES Group – Additional periodic financial information as at March 31, 2023 | |||
|---|---|---|---|
| Thousand of euro | of which: | ||
| Change in | |||
| 1Q 2023 | 1Q 2022 | consolidation scope |
|
| Operating profit | 6,981 | 10,061 | 10 |
| Depreciation of property, plant and equipment and amortisation of intangible assets |
(3,244) | (2,752) | (191) |
| Depreciation of right-of-use assets | (640) | (623) | (17) |
| Impairment losses on property, plant and | 0 | (219) | 0 |
| equipment and intangible assets EBITDA % of revenue |
10,865 18.1% |
13,655 23.1% |
218 14.9% |
Consolidated operating expenses were equal to €19.8 million (32.8% of revenue) in the first quarter of 2023, compared to €15.7 million (26.6% of revenue) in the corresponding quarter of the previous year. Excluding the exchange rate effect (+€0.2 million) and the change in the consolidation scope (+€0.3 million), the increase was equal to €3.5 million in the first quarter of 2023.
While research and development expenses were substantially in line with those of the previous year (please only note a slight increase in personnel costs, due both to an increase in the Parent Company's workforce and to normal salary increases), selling expenses and, above all, general and administrative expenses increased. The former increased due to higher commissions on SMA Materials sales, higher travel costs related to the smooth recovery of the business and marketing costs for the B!POD project; the latter were also penalized by non-recurring items (€1.3 million of consultancy costs for the potential sale of the medical business and €0.8 million of severance costs in the plant of the Parent Company in Avezzano), as well as higher legal and strategic consultancy expenses of the Parent Company.
The balance of other income and expenses was essentially not material in both years (positive for €98 thousand in the first quarter of 2023 and negative for €91 thousand in the corresponding period of 2022). Within the amount for the current period, please note the income, equal to €127 thousand, related to an adjustment on the sale price of the subsidiary SAES Pure Gas, Inc. (disposal completed in 2018), following a tax refund related to the period before the sale; instead, in the previous period, please note the cost, equal to €70 thousand, for the donation to a local Ukrainian network in connection with the Embassy in Italy.
The balance of financial income and expenses was positive for €1.6 million, mainly composed of the result of the securities management (overall positive for €2.1 million), net of interest on loans and their related fees (-€0 .7 million). In the corresponding quarter of 2022, the item was negative for €5.7 million, almost exclusively attributable to the reduction in the fair value of the securities in the portfolio (that had been affected by the international tensions resulting also from the crisis in Ukraine), as well as interest and bank fees equal to -€0.2 million.
The increase in interest expenses in the first quarter of 2023 (-€0.7 million, compared to -€0.2 million) was mainly due to the increase in interest rates.
The loss due to the impairment of financial receivables and other financial assets amounted to €0.2 million, including the write-downs of financial receivables corresponding to the interest accrued in the quarter on the loans granted by the Group to the German company Rapitag GmbH and to the joint ventures Actuator Solutions GmbH and Flexterra, Inc. as deemed difficult to recover on the basis of the available information (the same write-down was equal to €0.1 million in the first quarter of 2022, attributable exclusively to the two aforementioned joint ventures).
The share of profit (loss) of equity-accounted investees was nil in the first quarter of 2023, compared with a positive figure of €3 thousand in the same period of 2022 (income exclusively attributable to the joint venture SAES RIAL Vacuum S.r.l., consolidated line-by-line starting from May 25, 2022).
The exchange rate income and losses recorded a not significant balance in both quarters (positive for €27 thousand in the first quarter of 2023 and negative for €152 thousand in the corresponding period of the previous year). Please note, within the income for the current period, an income equal to €87 thousand, related to the release into the income statement of the conversion reserve of SAES Getters Korea Corporation, following the liquidation of the Korean subsidiary.
The pre-tax profit was positive and equal to €8.4 million in the first quarter of 2023, more than doubled compared to €4.1 million in the first quarter of 2022. Please note that the result of the previous year was negatively affected by the reduction in the value of the securities portfolio due to international tensions and uncertainties.
Income taxes were equal to €3.3 million in the first quarter of 2023, compared to €2.4 million in the first quarter of 2022, and mainly included taxes of the manufacturing companies in the U.S.; the increase in absolute value was mainly attributable to the higher taxable income achieved by the latter, compared to the corresponding period of the previous year.
The Group tax rate went from 58.1% to 38.6%: the improvement was due to the fact that SAES Investments S.A. ended the current quarter with a positive taxable amount, against a tax loss10 as at March 31, 2022, in relation to which deferred tax assets had not been prudentially recognized.
The profit for the period amounted to €5.2 million, almost tripled compared to €1.7 million in the corresponding period of the previous year.
The consolidated net financial position as at March 31, 2023 was positive and equal to €64 million compared with net cash and cash equivalents equal to €64.3 million as at December 31, 2022. The first quarter 2023 ended with a positive cash flow from operations of +€2 million, although heavily penalized by the increase in net working capital (-€7.2 million). The latter was due to the following:
Investment activities were essentially at breakeven (-€0.8 million): the positive performance of the securities portfolio (+€2.1 million) substantially offset the capex (-€2.4 million); in addition, please note the payment of - €0.3 million to the venture capital fund EUREKA! and the payment of -€0.2 million of the first tranche of the additional convertible loan granted to the joint venture Flexterra.
The financial management was negative for -€1 million (mainly, interest on bank loans for -€0.6 million and leasing contracts for -€0.4 million).
Finally, the exchange rate effect was negative and amounted to -€0.5 million, attributable to the devaluation of both the dollar and the renminbi, as at March 31, 2023 compared to the end of 2022.
10 Loss caused by the negative performance of the securities portfolio held by the company, because of the crisis between Ukraine and Russia.
| Thousand of euro | SAES Group – Additional periodic financial information as at March 31, 2023 | |||||
|---|---|---|---|---|---|---|
| March 31, | December 31, | September 30, | June 30, | March 31, | ||
| Cash | 2023 9 |
2022 10 |
2022 9 |
2022 8 |
2022 9 |
|
| Cash equivalents | 41,706 | 42,129 | 47,486 | 35,127 | 35,569 | |
| Cash and cash equivalents | 41,715 | 42,139 | 47,495 | 35,135 | 35,578 | |
| Financial assets with related parties Securities |
147,310 | 0 0 145,484 |
0 83,970 |
0 85,761 |
0 90,256 |
|
| Derivative financial instruments | 294 | 259 | 0 | 0 | 0 | |
| Current financial assets | 147,604 | 145,743 | 83,970 | 85,761 | 90,256 | |
| Bank loans and borrowings | (67,663) | (65,302) | (87,419) | (77,530) | (68,577) | |
| Derivative financial instruments | Current portion of non-current financial liabilities | (52,000) 0 |
(52,094) 0 |
(102) (328) |
(99) (354) |
(102) (109) |
| Other financial liabilities | (29) | (30) | (12) | (7) | (13) | |
| Lease liabilities | (2,142) | (2,545) | (2,123) | (2,233) | (2,275) | |
| Current financial indebtedness | (121,834) | (119,971) | (89,984) | (80,223) | (71,076) | |
| Current net financial position | 67,485 | 67,911 | 41,481 | 40,673 | 54,758 | |
| Other financial assets with third parties Securities |
0 | 0 0 0 |
1,793 65,857 |
1,618 67,072 |
1,595 70,555 |
|
| Non-current financial assets | 0 | 0 | 67,650 | 68,690 | 72,150 | |
| Financial liabilities | 0 | (119) | (52,156) | (52,171) | (52,182) | |
| Lease liabilities | (3,022) | (3,039) | (3,440) | (3,669) | (3,712) | |
| Other financial liabilities | (465) | (462) | (459) | (457) | 0 | |
| Non-current financial indebtedness | Non current net financial position (indebtedness) | (3,487) (3,487) |
(3,620) (3,620) |
(56,055) 11,595 |
(56,297) 12,393 |
(55,894) 16,256 |
| Net financial position | 63,998 | 64,291 | 53,076 | 53,066 | 71,014 | |
| Consolidated net result per share | ||||||
| In the first quarter of 2023, net earnings per ordinary share amounted to €0.27787 (to be compared with | ||||||
| €0.06570 in the corresponding period of 2022) and net earnings per savings share amounted to €0.29450 (to | ||||||
| be compared with €0.13855 in the first quarter of 2022). | ||||||
| Euro | ||||||
| 1Q 2023 | 1Q 2022 | |||||
| Basic/diluted earnings per ordinary | 0.27787 | 0.06570 | ||||
| Basic/diluted earnings per savings | 0.29450 | 0.13855 |
| Euro | |
|---|---|
Actuator Solutions GmbH is based in Gunzenhausen (Germany) and is 50% jointly controlled by SAES Nitinol S.r.l. and SMA Holding (formerly the Alfmeier Group). The joint venture is focused on the development of actuators that use shape memory alloys as engine replacement.
Actuator Solutions GmbH achieved revenue equal to €0.8 million in the first quarter of 2023, compared to €1.5 million in the corresponding period of 2022. However, the two periods are not comparable since, at the end of 2022, Actuator Solutions sold the last production line of actuators for the seat comfort automotive business, giving up sales, but receiving in exchange a commission on them equal to the margin that would have been realized had the production activity continued. In general, without considering the outsourcing of production activities, please note the slight decrease in automotive sales, penalized by the uncertainties on the supply chain. With regard to the fees generated by application developments in the actuator sector, please note that the decrease in sales for the "intelligent" mattress sector was offset by the sales of components for the B!POD project to the SAES Group.
Although both the gross profit (+€0.4 million) and the operating profit (-€0.2 million) were in line with those of the first quarter of 2022, the profit for the period was negative for -€0.3 million, compared to a break-even in the previous year. Indeed, the latter had been favored by the extraordinary income, equal to €0.3 million, generated by the partial waiver by the SAES Group of the interest accrued on the loans granted to Actuator Solutions GmbH. This waiver, in the current year, will be equal to €1.6 million and will be finalized during the second quarter of 2023. Actuator Solutions GmbH 1Q 2023 1Q 2022 Statement of profit or loss 100% 100%
| SAES Group – Additional periodic financial information as at March 31, 2023 | ||
|---|---|---|
| Although both the gross profit (+€0.4 million) and the operating profit (-€0.2 million) were in line with those of the first quarter of 2022, the profit for the period was negative for -€0.3 million, compared to a break-even in |
||
| the previous year. Indeed, the latter had been favored by the extraordinary income, equal to €0.3 million, | ||
| generated by the partial waiver by the SAES Group of the interest accrued on the loans granted to Actuator | ||
| Solutions GmbH. This waiver, in the current year, will be equal to €1.6 million and will be finalized during the | ||
| Thousand of euro | ||
| Actuator Solutions GmbH | 1Q 2023 | 1Q 2022 |
| Statement of profit or loss | 100% | 100% |
| Revenue | 768 | 1,469 |
| Cost of sales | (327) | (1,074) |
| Gross pofit | 441 | 395 |
| Total operating costs | (675) | (642) |
| Other income (expenses) | 0 | (1) |
| Operating profit (loss) | (234) | (248) |
| Interests and other financial income | (52) | 252 |
| Net exchange gains (losses) | 1 | 1 |
| Income taxes | 1 | 3 |
| Profit (loss) for the period | (284) | 8 |
| The share pertaining to the SAES Group in the loss of the joint venture would have been equal to -€0.1 million | ||
| for the first quarter of 2023, however, since the SAES investment was already completely zeroed and as of | ||
| today there is no legal or implicit obligation to recapitalize, SAES' share of the loss at March 31, 2023 has not | ||
| Actuator Solutions - SAES Group interest (50% | ) | |
| Thousand of euro | ||
| March 31, | December 31, | |
| Actuator Solutions GmbH | 2023 | 2022 |
| Statement of financial position | 50% | 50% |
| Non-current assets | 2,961 | |
| 780 | ||
| Current assets | ||
| Total assets Non-current liabilities |
3,741 | 4,191 4,538 |
The share pertaining to the SAES Group in the loss of the joint venture would have been equal to -€0.1 million for the first quarter of 2023, however, since the SAES investment was already completely zeroed and as of today there is no legal or implicit obligation to recapitalize, SAES' share of the loss at March 31, 2023 has not been recognized as a liability.
| today there is no legal or implicit obligation to recapitalize, SAES' share of the loss at March 31, 2023 has not Thousand of euro |
||
|---|---|---|
| Actuator Solutions GmbH | March 31, | December 31, |
| 2022 | ||
| 2023 | ||
| Statement of financial position | 50% | 50% |
| Non-current assets | 2,961 | 3,017 |
| Current assets | 780 | 1,174 |
| Total assets | 3,741 | 4,191 |
| Non-current liabilities | 4,538 | 4,578 |
| Current liabilities | 1,205 | 1,473 |
| Total liabilities | 5,743 | 6,051 |
| Share capital, reserves and retained |
(1,860) | (1,522) |
| earnings | ||
| Profit (loss) for the period | (142) | (338) |
| Other comprehensive income (expense) Total equity |
0 (2,002) |
0 (1,860) |
Thousand of euro
| SAES Group – Additional periodic financial information as at March 31, 2023 | ||
|---|---|---|
| Actuator Solutions GmbH | 1Q 2023 | 1Q 2022 |
| Statement of profit or loss | 50% | 50% |
| Revenue | 384 | 734 |
| Cost of sales | (164) | (537) |
| Gross profit | 220 | 197 |
| Total operating costs | (338) | (321) |
| Other income (expenses) | 0 | (1) |
| Operating profit (loss) | (118) | (125) |
| Interests and other financial income | (26) | 126 |
| Net exchange gains (losses) | 1 | 1 |
| Income taxes | 1 | 2 |
| Profit (loss) for the period | (142) | 4 |
| Total profit (loss) for the period and other comprehensive income (expense) |
(142) | 4 |
Finally, please note that the financial receivable related to the interest accrued during the first quarter of 2023 on the interest-bearing loans granted by SAES Nitinol S.r.l. to the joint venture, equal to €39 thousand, was written down as deemed difficult to recover (the same write-down was recorded in the previous year).
Flexterra, Inc., based in Skokie (near Chicago, Illinois, United States), was established at the end of 2016 as a development start-up with the aim of designing, manufacturing and marketing materials and components for the construction of flexible displays. Flexterra, Inc. wholly controls Flexterra Taiwan Co., Ltd. At the beginning of 2023, SAES had its stake in Flexterra, Inc. increased from 46.84% to 47.10%, following the buyback by the company of the shares previously owned by a small individual shareholder, for a symbolic value of one dollar.
The first quarter of 2023 ended with an operating profit negative and equal to -€0.7 million, unchanged compared to the previous year. However, thanks to positive exchange gains, the current period ended with a profit for the period of -€0.8 million, an improvement compared to -€1 million in the previous year (mainly, costs for personnel employed in research activities and in general and administrative activities, legal and consultancy expenses, costs related to the management of patents and amortization of intangible assets, including intellectual property, in both years). Flexterra 1Q 2023 1Q 2022 Statement of profit or loss 100% 100%
| Thousand of euro | |||
|---|---|---|---|
| Flexterra Statement of profit or loss |
1Q 2023 100% |
1Q 2022 100% |
|
| Revenue | 0 | 0 | |
| Cost of sales | 0 | 0 | |
| Gross pofit | 0 | 0 | |
| Total operating costs | (714) | (691) | |
| Other income (expenses) | 0 | 0 | |
| Operating profit (loss) | (714) | (691) | |
| Interests and other financial | (118) | (92) | |
| income | |||
| Net exchange gains (losses) | 49 | (180) | |
| 8 | |||
| Income taxes Profit (loss) for the period |
9 (774) |
(955) |
The share pertaining to the SAES Group in the joint venture's loss for the first quarter of 2023 would have been equal to -€0.4 million (unchanged compared to March 31, 2022), however, since SAES's investment in Flexterra had already been completely canceled, the SAES' share of the net loss was not recognized by the Group as a liability.
| SAES Group – Additional periodic financial information as at March 31, 2023 | ||
|---|---|---|
| had already been completely canceled, the SAES' share of the net loss was not recognized by the Group as a | ||
| Flexterra - SAES Group interest | ||
| Thousand of euro | ||
| Flexterra | March 31 | December 31, |
| Statement of financial position | 2023 47.10% |
2022 46.84% |
| Non-current assets | 4,835 | 5,068 |
| Current assets | 354 | 420 |
| Total assets | 5,189 | 5,488 |
| Non-current liabilities | 0 | 0 |
| Current liabilities | 3,272 | 3,158 |
| Total liabilities | 3,272 | 3,158 |
| Share capital, reserves and retained earnings | 2,170 | 3,577 |
| Reserve for stock option plans | 173 | 173 |
| Profit (loss) for the period | (365) | (1,926) |
| Other comprehensive income (expense) (*) | (61) | 506 |
| Total equity | 1,917 | 2,330 |
| (*) Currency translation differences arising from the conversion in euro of the financial | ||
| statements of Flexterra, Inc. and of Flexterra Taiwan Co., Ltd. | ||
| Flexterra | 1Q 2023 | 1Q 2022 |
| Statement of profit or loss | 47.10% (**) |
46.84% |
| Revenue | 0 | 0 |
| Cost of sales | 0 | 0 |
| Gross profit | 0 | 0 |
| Total operating costs | (336) | (324) |
| Other income (expenses) | 0 | 0 |
| Operating profit (loss) | (336) | (324) |
| Interests and other financial income | (56) | (43) |
| Net exchange gains (losses) | 23 | (84) |
| 4 | ||
| Income taxes | 4 |
| (*) Currency translation differences arising from the conversion in euro of the financial statements of Flexterra, Inc. and of Flexterra Taiwan Co., Ltd. |
||
|---|---|---|
| Statement of profit or loss | 47.10% (**) |
46.84% |
| Revenue | 0 | 0 |
| Cost of sales | 0 | 0 |
| Gross profit | 0 | 0 |
| Total operating costs | (336) | (324) |
| Other income (expenses) | 0 | 0 |
| Operating profit (loss) | (336) | (324) |
| Interests and other financial income | (56) | (43) |
| Net exchange gains (losses) | 23 | (84) |
| Income taxes | 4 | 4 |
| Profit (loss) for the period | (365) | (447) |
| Exchange differences from translation of financial statements in foreign currencies |
(61) | 146 |
| Total profit (loss) for the period and other comprehensive income (expense) |
(426) | (301) |
| (**) % ownership increased from 46.84% to 47.10% at the beginning of 2023. |
Please note that the financial receivable related to the interest accrued on the convertible loans granted to the joint venture during the first quarter of 2023, equal to €96 thousand, was written down as deemed difficult to recover (a similar write-down was equal to €90 thousands in the previous year).
At the end of January 2023 SAES Getters S.p.A. paid to Flexterra the first tranche, equal to \$250 thousand, of the additional convertible loan approved on December 7, 2022. This financial receivable has already been written down with no negative impact in the income statement of the current period, as a provision for risks and charges had already been recorded as at December 31, 2022 against the SAES Group's irrevocable commitment to the loan.
| SAES Group – Additional periodic financial information as at March 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| The following table shows the Group's statement of comprehensive profit (loss), obtained by incorporating the Group's joint ventures (Actuator Solutions GmbH - 50% and Flexterra - 47.10%) with the proportional method instead of the equity method. |
||||||
| Total statement of profit or loss of the Group Thousand of euro |
1Q 2023 | |||||
| Statement of profit or loss |
50% Actuator Solutions GmbH |
Intragroup eliminations & other adjustments |
47.10% Flexterra |
Intragroup eliminations & other adjustments |
Total profit or loss of the Group |
|
| Revenue | 60,158 | 384 | (76) | 0 | 60,466 | |
| Cost of sales | (33,525) | (164) | 76 | 0 | (33,613) | |
| Gross profit | 26,633 | 220 | 0 | 0 | 0 | 26,853 |
| % on revenue | 44.3% | 44.4% | ||||
| Total operating costs | (19,750) | (338) | (336) | 19 | (20,405) | |
| Net other income | 98 | 0 | 0 | 98 | ||
| Operating profit (loss) % on revenue |
6,981 11.6% |
(118) | 0 | (336) | 19 | 6,546 10.8% |
| Net financial income (expense) Share of profit of equity-accounted investees |
1,409 0 |
(26) | 20 | (56) | 45 | 1,392 0 |
| Net exchange gains (losses) | 27 | 1 | 23 | 51 | ||
| Pre-tax profit (loss) | 8,417 | (143) | 20 | (369) | 64 | 7,989 |
| Income taxes | (3,251) | 1 | 4 | (3,246) | ||
| Profit (loss) from continued operations Profit (loss) from discontinued operations |
5,166 0 |
(142) 0 |
20 | (365) 0 |
64 | 4,743 0 |
| Profit (loss) for the period | 5,166 | (142) | 20 | (365) | 64 | 4,743 |
| attributable to: | ||||||
| 5,166 | 4,743 | |||||
| - the owners of the parent |
In mid-April 2023, the RedZone® project, an 'on-call' acceleration program dedicated to Italian and foreign start-ups operating in the field of advanced materials, started its actual operations with the entry of the first start-up into the program. This is Mimotype Technologies, a German company that, inspired by luminous jellyfish, is developing a technology for the emission of light using biodegradable and biocompatible materials for OLED applications. Starting from May 2023, SAES will offer Mimotype its facilities, laboratories and knowhow to enable it to accelerate its application development program.
On April 26, 2023, the Board of Directors of SAES Getters S.p.A. approved the guidelines of a single transaction comprising a Voluntary Partial Tender Offer for savings shares (VTO) and the mandatory conversion of savings shares into ordinary shares (Mandatory Conversion).
With reference to the VTO, SAES will acquire no. 1,364,721 savings shares (equal to about 6.2% of the share capital and to about 18.5% of savings shares) at a cash price of €29.31 per savings share (ex 2022 dividend) for a total countervalue of €40 million. Should the number of savings shares tendered to the VTO be greater than the no. 1,364,721 ones subject to the offer, the allocation will be made according to the "pro-rata" method; instead, if the number of savings shares tendered to the VTO is lower than the number of savings shares subject to the VTO, the VTO will be ineffective. Please note that that SAES has already the financial resources necessary for the completion of the tender offer.
With reference to the Mandatory Conversion, the Board of Directors determined to propose a conversion ratio of no. 1 ordinary share for every no. 1 savings share. The Mandatory Conversion will be carried out through the utilization of the Company's owned ordinary shares up to a total of no. 3,900,000 ordinary shares currently in the Company's portfolio, and, for the difference, through the issuance, without increasing the share capital, of a maximum of no. 2,113,898 new ordinary shares by the Company.
The VTO will be subject to the approval by the Ordinary Shareholders' Meeting of SAES Getters, that has been convened on May 31, 2023. On the same date, the Shareholders' Meeting convened in extraordinary session will approve the cancellation of the savings shares acquired by the Company and the mandatory conversion of the still outstanding savings shares into ordinary shares. On the same date, the Special Meeting of Savings Shareholders will have to approve the mandatory conversion.
If the savings shareholders exercise their right of withdrawal, it will be necessary to liquidate their holdings according to the procedure provided for in Article 2437-quater of the Civil Code. The amount that the Company will have to pay to the savings shareholders who have exercised their right of withdrawal, at the end of the period provided for the option and pre-emption offer, may not exceed a total amount of €5 million, unless the Company waives this condition.
The transaction aims at improving and simplifying the capital structure of SAES Getters S.p.A., at rationalizing the financial instruments issued by the Company, at increasing the liquidity and the free float of the ordinary shares, as well as at homogenizing the rights of all shareholders.
It is expected that, subject to obtaining the necessary authorizations, the transaction may be completed during the third quarter of 2023.
On April 28, 2023 the Ordinary Shareholders' Meeting resolved to appoint Dr. Silvia Olivotto as Alternate Auditor (the name was proposed by the majority shareholder S.G.G. Holding S.p.A.) for the purpose of integrating the Board of Statutory Auditors, following the resignation submitted by the Alternate Auditor Avv. Mara Luisa Sartori effective from June 1, 2022.
On the same date, the Special Meeting of Savings Shareholders appointed Mr. Dario Trevisan (the name was proposed by shareholder Andreas Lechner) as the Common Representative of Savings Shareholders for the three-year period 2023-2025, being the mandate of the current representative, Mr. Massimiliano Perletti, in office for the three-year period 2020-2022, expired.
On April 28, 2023 the Board of Directors of SAES Getters S.p.A. resolved to subscribe a further amendment of the convertible loan granted to the German company Rapitag GmbH (Munich). In particular, the contractual amendment provides for the payment of two additional tranches of financing, the first of which (amounting to €200 thousand) is not subject to any milestone and is intended to finance the company's operations; the second one (amounting to €100 thousand) is subject to the achievement of specific commercial and/or financing objectives by the end of May 2023. Finally, please note that the maturity date of the loan has been extended by one year (that means until December 31, 2026) and that, at the same time, the period envisaged for the conversion of the loan into Rapitag shares by SAES is extended until April 13, 2025 (instead of July 1, 2024).
On April 30, 2023, the revolving cash credit line signed with Intesa Sanpaolo S.p.A. in April 2020 expired. The debt towards the Bank has been fully repaid and similar agreements may be signed in the future.
Please note that the performance of the Group's securities portfolio was positive and equal to approximately +0.3% during the month of April 2023.
We are confident that the coming months will improve, despite the possible deterioration in exchange rates.
On January 9, 2023, the SAES Group signed a binding agreement with the U.S. company Resonetics for the sale of the Nitinol business to the latter and, in particular, of the U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc.
Resonetics, based in Nashua, New Hampshire, and backed by the global investment firm Carlyle and by the leading private equity firm GTCR, is a leading company in the design and production of devices for the medical and life sciences industry.
The scope of the transaction includes the entire SAES production process in the mentioned business, vertically integrated (from the Nitinol alloy melting to the component manufacturing) and entirely located in the U.S. Please note
that the Group's business in the shape memory alloys for industrial applications (SMA Materials Business, within the SAES Industrial Division) not carried out by the two U.S. subsidiaries being divested is excluded from the scope of the sale and it will continue to be managed by SAES. With this regard, a specific contract for the supply by Resonetics to SAES of the Nitinol raw material necessary for the Group to continue its industrial SMA business will be signed. In addition, please note that the Group's medical business, that uses Nitinol educated wires and Nitinol-based thermostatic actuators (already classified in the SMA Materials Business, within the SAES Industrial Division) is excluded from the scope of the sale.
The agreed consideration is equal to \$900 million (cash/debt free amount), corresponding to approximately 17 times the adjusted EBITDA related to the scope of the sale in the period October 1, 2021 - September 30, 2022. The final consideration is subject to potential adjustments, according to a calculation mechanism that is typical for this kind of transactions and that is linked to the actual values of the working capital and of the net financial position of the divested companies at the closing date.
The closing of the transaction is subject to the receipt of the usual regulatory authorizations for this type of transactions, including the authorization of the Antitrust Authorities concerned. In particular, please note that at the end of March 2023 both SAES and Resonetics received a request for additional information from the U.S. Federal Trade Commission (FTC). The procedure, known as a "Second Request" under the Hart Scott-Rodino Antitrust Improvements Act, extends the waiting period before the parties can close the transaction until 30 days after SAES Getters and Resonetics (and certain affiliates thereof) have complied with the request of additional information. SAES Getters and Resonetics are actively cooperating with the U.S. Antitrust Authority to provide all the requested information, in order to close the transaction in 2023.
| Authority to provide all the requested information, in order to close the transaction in 2023. | of additional information. SAES Getters and Resonetics are actively cooperating with the U.S. Antitrust | |||||||
|---|---|---|---|---|---|---|---|---|
| This transaction will allow SAES to benefit from a significant cash injection, which will enable the Group to develop an industrial plan based on growth, both organic and inorganic, consistent with the Group's technical and scientific expertise, with a particular focus on the areas of advanced packaging and new functional materials (chemicals), and which could be used to guarantee a return to the stakeholders as well. |
||||||||
| The business being sold recorded revenue equal to €31.7 million, an EBITDA equal to €11.3 (35.5% as a percentage of revenue) and a profit of €7.3 million in the first quarter of 2023. The transaction concerns a total headcount of 531 employees as at March 31, 2023 (486 employees at Memry Corporation and 45 employees at SAES Smart Materials, Inc., excluding temporary workers). Net assets being divested were approximately €115.8 million as at March 31, 2023. |
||||||||
| As the clearance from the US Antitrust Authority is still pending, it is deemed that the conditions under IFRS 5 for the classification of the divested business as a "disposal group held for sale" have not been fulfilled either as at March 31, 2023 or as of today. However, in view of the significance of the transaction, a pro-forma consolidated statement of profit (loss) for the first quarter of 2023 is set out below, showing the gains and losses related to the net assets held for sale in a single line called "Profit (loss) from discontinued operations". |
||||||||
| Thousands of euro | SAES Industrial | SAES High Vacuum | SAES Medical Nitinol | SEAS Chemicals | SAES Packaging Non Allocated |
Total | ||
| 1Q 2023 1Q 2023 Reclassification |
1Q 2023 | 1Q 2023 Reclassification |
1Q 2023 1Q 2023 |
1Q 2023 1Q 2023 |
1Q 2023 | Reclassification | 1Q 2023 | |
| pro-forma | 18,324 6,594 |
31,211 (31,211) (17,233) 17,233 |
pro-forma 0 1,923 0 (1,658) |
1,608 11 (1,558) (58) |
60,158 | (31,698) | pro-forma 28,460 (15,769) |
|
| Revenue Cost of sales Gross profit % of revenue |
18,811 (487) (9,347) 523 (8,824) 9,464 36 50.3% -7.4% 51.8% |
(3,671) 9,500 2,923 44.3% |
13,978 (13,978) 44.8% 44.8% |
0 265 n.a. 13.8% |
50 (47) 3.1% n.s. |
(33,525) 26,633 44.3% |
17,756 (13,942) 44.0% |
12,691 44.6% |
| Operating expenses and other income (expenses) Operating profit (loss) % of revenue Financial income |
(3,682) 91 (3,591) 5,782 127 30.7% (26.1%) 32.2% |
(2,039) 5,909 884 13.4% |
(3,950) 3,950 10,028 (10,028) 32.1% 32.1% |
0 (437) 0 (172) n.a. -8.9% |
(722) (8,822) (672) (8,869) (41.8%) n.a. |
(19,652) 6,981 11.6% 2,374 |
4,041 (9,901) 31.2% (1) |
(15,611) (2,920) (10.3%) 2,373 |
| Financial expense Impairment losses of financial receivables and other financial assets |
(804) (161) |
69 0 |
(735) (161) |
|||||
| Share of profit of equity-accounted investees Net exchange gains (losses) |
0 27 |
0 (21) |
0 6 |
|||||
| Pre-tax profit (loss) | 8,417 | (9,854) | (1,437) | |||||
| Income taxes | (3,251) | 2,544 | (707) | |||||
| Profit (loss) from continuing operations | 5,166 | (7,310) | (2,144) | |||||
| Profit (loss) from discontinued operations | 0 | 7,310 | 7,310 |
exchange rate of 1.1037 against the euro. The last possible exercise date of the derivative is expected to be January 8, 2024 (Long Stop Date). The punctual forward rate within the relevant contractual range will be determined based on the effective date of any approval by the U.S. Antitrust Authority. The derivative is subject to the favorable opinion issued by the Federal Trade Commission and, should the latter issue a negative opinion on the completion of the sale of the Nitinol business by the Long Stop Date, the derivative will expire without producing any financial effect.
***
It should be noted that the additional periodic financial information as at March 31, 2023 is unaudited.
Please note that, on November 13, 2012, the Board of Directors has approved, pursuant to article no. 3 of Consob resolution no.18079/2012, to adhere to the opt-out provisions as envisaged by article no.70, paragraph 8, and no. 71, paragraph 1-bis, of the Consob Regulation related to Issuer Companies, and it therefore avails itself of the right of making exceptions to the obligations to publish information documents required in connection with significant mergers, spin-offs and capital increases by contributions in kind, acquisitions and disposals.
***
The Officer Responsible for the preparation of corporate financial reports of SAES Getters S.p.A. certifies that, in accordance with the second subsection of article 154-bis, part IV, title III, second paragraph, section V-bis, of Legislative Decree February 24, 1998, no. 58, the financial information included in the present document corresponds to book of account and book-keeping entries.
The Officer Responsible for the preparation of corporate financial reports Giulio Canale
Milan, May 12, 2023
On behalf of the Board of Directors Dr Ing. Massimo della Porta President
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