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Saes Getters

Earnings Release Nov 13, 2023

4297_rns_2023-11-13_7f0fbabd-ca59-4089-87c0-efd33b176b92.pdf

Earnings Release

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PRESS RELEASE Milan, November 13, 2023

APPROVED THE QUARTERLY RESULTS, WHICH ONLY PARTLY HAVE INCORPORATED THE EFFECTS OF THE NITINOL BUSINESS SALE TRANSACTION, GIVEN ITS COMPLETION ON OCTOBER 2nd (PARTICULARLY, THE EFFECTS ON THE NFP AND THE CAPITAL GAIN WILL ONLY BE REFLECTED IN Q4)

3Q 2023 REVENUE IN STRONG RECOVERY COMPARED TO PREVIOUS QUARTERS, THANKS IN PARTICULAR TO EXCELLENT HIGH VACUUM AND INDUSTRIAL SMAs SALES

NINE MONTHS CONSOLIDATED RESULT AFFECTED BY LOWER SALES IN THE FIRST PART OF THE YEAR AND BY AN IMPROVEMENT OF THE STRUCTURE, NECESSARY TO SUPPORT FUTURE GROWTH

  • Consolidated revenue equal to €33 million, in line with €33.8 million in 3Q 2022, but penalized by the negative exchange rate effect (organic growth equal to +1.7%)
  • Consolidated gross profit equal to €12.2 million (36.9% of consolidated revenue) in 3Q 2023, compared to €13.4 million (39.7% of consolidated revenue) in 3Q 2022, again penalized by the exchange rate effect
  • Consolidated EBITDA at break-even (+€1.7 million in 3Q 2022), compared to a consolidated operating result of -€2.5 million (-€0.9 million in 3Q 2022)
  • Result from continuing operations equal to -€2.4 million in 3Q 2023, compared to a negative value of -€4.1 million in 3Q 2022
  • Result from operating activities held for sale equal to -€10.5 million in 3Q 2023 (profit of the Nitinol business equal to +€9.3 million and charges for future disposal equal to -€19.8 million)
  • Consolidated result equal to -€12.9 million in 3Q 2023 (+€3.8 million in 3Q 2022) penalized by the extraordinary charges related to the sale of the Nitinol business, equal to -€19.8 million
  • Net financial position negative for -€20.8 million as at September 30, 2023, but at breakeven considering the net financial assets of the two US companies held for sale

The Board of Directors of SAES Getters S.p.A., gathered today in Milan, approved the consolidated results of the third quarter of 2023 (July 1 – September 30).

"We are extremely satisfied with the successful sale of the Nitinol business and the associated enormous value creation. The extremely solid financial position, thus generated, will allow the Group to start and sustain a new cycle of both organic and inorganic growth over the next few years – said Eng. Massimo della Porta, President of SAES Getters S.p.A. – We are also satisfied with the improvement in consolidated results, although negatively affected, on the one hand, by lower sales in the first part of the year and, on the other, by the increase in some operating costs, necessary to ensure future growth, supported by research and development activities. In the coming quarters we expect sales growth to consolidate further, as well as results, which will also benefit from the effects of the very strong financial position".

Consolidated revenue was equal to €33 million in the third quarter of 2023, compared to €33.8 million in the corresponding quarter of 2022. The decrease was exclusively attributable to the negative exchange rate effect (-4%, equal to -€1.3 million), while revenue organically grew by 1.7% (+€0.6 million). The organic growth was mainly concentrated in the Industrial Division (strong growth in the SMA Materials business) and, to a lesser extent, in the High Vacuum Division and it offset the decline in the Packaging Division.

SAES Group – Press Release
Thousands of euros (except %)
Total Organic Exchange rate
Divions and Businesses 3Q 2023 3Q 2022 difference change effect
(%) (%) (%)
Getters & Dispensers 9,322 10,987 -15.2% -10.2% -5.0%
2,718 -4.6% 3.1% -7.7%
Sintered Materials 2,594
SMA Materials 5,117 3,594 42.4% 49.8% -7.4%
SAES Industrial 17,033 17,299 -1.5% 4.4% -5.9%
High Vacuum Solutions 9,312 9,328 -0.2% 3.1% -3.3%
SAES High Vacuum 9,312 9,328 -0.2% 3.1% -3.3%
Functional Chemicals 5,289 5,183 2.0% 2.0% 0.0%
SAES Chemicals 5,289 5,183 2.0% 2.0% 0.0%
Packaging Solutions 1,393 1,973 -29.4% -29.4% 0.0%
SAES Packaging 1,393 1,973 -29.4% -29.4% 0.0%
Not Allocated
Consolidated revenue
3
33,030
10
33,793
-70.0%
-2.3%
-70.0%
1.7%
0.0%
-4.0%

In the Industrial Division, the organic growth (+4.4% or €0.8 million) was concentrated in the SMA Materials business, driven by the sales of SMA educated wire for mobile applications. The Sintered Materials business was stable and in the third quarter of 2023 it recorded a boost, with a recovery in the sales of thermal management products for defense applications. Finally, in the more traditional Getters and Dispensers sector, please note the slowdown in the defense sector, caused by an overstock state of some large US customers, as well as lower sales in medical diagnostic applications; these phenomena were combined with the physiological decrease of the more traditional sectors (in particular, lamps).

In the High Vacuum Division, the organic growth was equal to +3.1% (€0.3 million), thanks to good sales both in the particle accelerator sector and in the industrial one.

In the Chemicals Division, in the third quarter sales were in line with those of the corresponding period of 2022, thanks to the readjustment of the market after the slowdown in the first part of the year.

The decrease in the Packaging Division was due to some main factors:

  • contraction in consumption due to the inflation crisis, with negative repercussions on the converting segment and on the entire packaging supply chain;
  • overstock of raw materials in the converting market due to excessive purchases made in 2022 in anticipation of a considerable increase in costs;
  • reduction in the shortage of some plastic materials that are alternatives to the SAES offer;
  • increased competitive pressure on the more traditional products with aluminum oxide barrier technology.

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, that, if approved, should favor the success of the coating technology of SAES Coated Films S.p.A.

Quarterly revenue recorded a consistent growth in 2023, increasing from €28.5 million in the first quarter to €33 million, thanks to the recovery of the High Vacuum Division and, above all, of the Chemicals Division.

SAES Group – Press Release
Thousands of euros
Divions and Businesses 1Q 2023 2Q 2023 3Q 2023
Getters & Dispensers 11,463 11,408 9,322
Sintered Materials 2,278 2,182 2,594
SMA Materials 4,583 4,449 5,117
SAES Industrial 18,324 18,039 17,033
High Vacuum Solutions 6,594 7,265 9,312
SAES High Vacuum 6,594 7,265 9,312
Medical Nitinol 0 0 0
SAES Medical Nitinol
Functional Chemicals
0
1,923
0
2,989
0
5,289
SAES Chemicals 1,923 2,989 5,289
Packaging Solutions 1,608 1,299 1,393
SAES Packaging 1,608 1,299 1,393
Not Allocated 11 6 3
Consolidated revenue 28,460 29,598 33,030
The comparison between the third and second quarters of 2023 highlighted a double-digit organic growth of +11.7%
(+€3.5 million in absolute value), against an irrelevant exchange rate effect (-0.1%). This growth was concentrated in
the Chemicals Division, which almost doubled thanks to the readjustment of the consumer electronics market, which

The comparison between the third and second quarters of 2023 highlighted a double-digit organic growth of +11.7% (+€3.5 million in absolute value), against an irrelevant exchange rate effect (-0.1%). This growth was concentrated in the Chemicals Division, which almost doubled thanks to the readjustment of the consumer electronics market, which has almost cleared out the excess stock created at the end of last year.

Also the High Vacuum Division recorded a strong organic growth, favored by important sales of monochromators, as well as by the postponement of some deliveries to the third quarter.

In the Industrial Division, the sharp decrease in the security and defense sector (Getters & Dispensers business), penalized by overstock situations in the USA, was only partially offset by the growth in the SMA Materials sector (telecom business) and in the Sintered Materials one (recovery of sales of thermal management products for defense applications, after a particularly weak first part of the year).

In the Packaging Division, there was a trend reversal (+7.2%), although limited in absolute value (+€0.1 million), thanks to the growth in sales of more innovative recyclable plastic mono-material structures, combined with a weak market recovery.

The comparison between the third and second quarters of 2023 highlighted a double-digit organic growth of +11.7%
(+€3.5 million in absolute value), against an irrelevant exchange rate effect (-0.1%). This growth was concentrated in
the Chemicals Division, which almost doubled thanks to the readjustment of the consumer electronics market, which
has almost cleared out the excess stock created at the end of last year.
Also the High Vacuum Division recorded a strong organic growth, favored by important sales of monochromators, as
well as by the postponement of some deliveries to the third quarter.
In the Industrial Division, the sharp decrease in the security and defense sector (Getters & Dispensers business),
penalized by overstock situations in the USA, was only partially offset by the growth in the SMA Materials sector
(telecom business) and in the Sintered Materials one (recovery of sales of thermal management products for defense
applications, after a particularly weak first part of the year).
In the Packaging Division, there was a trend reversal (+7.2%), although limited in absolute value (+€0.1 million), thanks
to the growth in sales of more innovative recyclable plastic mono-material structures, combined with a weak market
Thousands of euros (except %)
Total Organic Exchange rate
Divions and Businesses 3Q 2023 2Q 2023 difference change
(%) (%)
Getters & Dispensers 9,322 11,408 -18.3% -18.0%
Sintered Materials 2,594 2,182 18.9% 18.9% -0.3%
0.0%
SMA Materials 5,117 4,449 15.0% 15.0% 0.0%
SAES Industrial 17,033 18,039 -5.6% -5.4% -0.2%
High Vacuum Solutions 9,312 7,265 28.2% 28.3% -0.1%
SAES High Vacuum 9,312 7,265 28.2% 28.3% -0.1%
Functional Chemicals 5,289 2,989 76.9% 76.9%
SAES Chemicals 5,289 2,989 76.9% 76.9%
Packaging Solutions 1,393 1,299 7.2% 7.2%
SAES Packaging 1,393 1,299 7.2% 7.2%
Not Allocated
Consolidated revenue
3
33,030
6
29,598
-50.0%
11.6%
-50.0%
11.7%
0.0%
0.0%
0.0%
0.0%
0.0%
-0.1%

Consolidated gross profit1 was equal to €12.2 million in the third quarter of 2023, compared to €13.4 million in the corresponding period of 2022, while the gross profit margin2 went from 39.7% to 36.9%: both indicators were heavily penalized by the decrease in sales in the Packaging Division and by the lower margins in the High Vacuum Division due to a different offer mix.

Consolidated operating profit was negative and equal to -€2.5 million in the third quarter of 2023, compared to a negative figure of -€0.9 million in the corresponding period of the previous year: the reduction reflected the decrease

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 consolidated revenue.

SAES Group – Press Release
in gross profit. Operating expenses were in line with those in the corresponding period of the previous year, but please
note that in the third quarter of 2022 they included non-recurring costs equal to €1.9 million for a payment to the heirs
of a strategic employee of the Parent Company; in the current quarter, non-recurring costs amounted to €0.2 million
(€0.1 million for severance costs and €0.1 million of costs related to governance).
Thousands of euros
SAES Industrial SAES High Vacuum
3Q 2023 3Q 2022 3Q 2023 3Q 2022
Revenue 17,033
17,299
9,312 9,328
Cost of sales (8,930) (8,920) (5,411) (4,857)
Gross profit
% on revenue
8,103
47.6%
8,379
48.4%
3,901
41.9%
4,471
47.9%
Operating costs and other income (expenses)
Operating profit (loss)
(3,569)
4,534
(4,999)
3,380
(2,050)
1,851
(1,967)
2,504

Consolidated EBITDA3 was equal to €0.1 million (0.2% of consolidated revenue) in the third quarter of 2023, compared to €1.7 million (5% of consolidated revenue) in the third quarter of 2022, reflecting the decrease in the gross profit and in the operating profit. As already previously commented, the reduction was concentrated in the Packaging and High Vacuum Divisions, in addition to the increase in corporate operating expenses (increased labor costs4 , higher costs for compensation of Executive Directors5 , as well as higher consultancy costs for corporate projects and higher marketing expenses of the parent company related to the B!POD® project).

Excluding the non-recurring costs of both quarters (in 2023: €0.1 million for severance costs and €0.1 million of costs related to governance; in 2022: €1.9 million for a payment to the heirs of a strategic employee of the Parent Company), the reduction in EBITDA would have been equal to €3.3 million.

Thousands of euro
3Q 2023 3Q 2022
Operating profit (*) (2,482) (907)
Depreciation of property, plant and equipment and
amortization of intangible assets
(2,279) (2,202)
Depreciation of right-of-use assets (271) (314)
Impairment losses of property, plant and equipment and
intangible assets
1 (95)
EBITDA (*) 67 1,704
% on revenue 0.2% 5.0%

(*) Including severance costs equal to -88 thousands of euros; governance costs equal to -

118 thousands of euros (total non-recurring costs equal to -206 thousands of euros).

Result from continuing activities was negative and equal to -€2.4 million in the third quarter of 2023 compared to -€4.1 million in the third quarter of 2022: despite a decreasing operating profit, the result from continuing operations clearly improved (+41.4%) thanks to the better performance of financial management, penalized by the sharp decrease in the fair value of securities in the portfolio in the third quarter of 2022.

Result from operating activities held for sale amounted to -€10.5 million in the third quarter of 2023 (+€7.9 million in the third quarter of 2022) and included the result of the medical business subject to future disposal (+€9.3 million, compared to +€7.9 million in the third quarter of 2022), as well as the ancillary charges related to the extraordinary transaction (-€19.8 million, including consultancy costs of -€6.5 million and the difference in the fair value of the contingent derivative signed to back up the sale, equal to -€13.2 million).

3 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 applicable accounting standards, the method applied by the Group may not be homogeneous with the ones adopted by other Groups. EBITDA (acronym of Earnings before interests, taxes, depreciation and amortization) is calculated as "Profit before interest, taxes, depreciation and amortization".

4 Both for strengthening the workforce and for salary increases related to inflation.

5 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

SAES Group – Press Release
Accessory costs for Accessory costs for
(Thousands of euros) Statement of profit or loss - Nitinol
business
the divestiture of the Nitinol business 3Q 2023 Statement of profit or loss - Nitinol
business
the divestiture of the Nitinol business 3Q 2022
Revenue 31,022 31,022 33,311 33,311
Cost of sales (15,947) (15,947) (18,178) (18,178)
Gross profit 15,075 0 15,075 15,133 0 15,133
Research & development expenses
Selling expenses
(633)
(724)
(633)
(724)
(663)
(1,278)
(663)
(1,278)
General & administrative expenses
Impairment losses on trade receivables
(1,063)
(72)
(6,540)
(*)
(7,603)
(72)
(2,368)
0
0 (2,368)
0
Total operating costs (2,492) (6,540) (9,032) (4,309) 0 (4,309)
Other income
Other expense
23
(1)
23
(1)
29
(61)
29
(61)
Operating profit 12,605 (6,540) 6,065 10,792 0 10,792
Financial income 2 2 (53) (53)
Financial expense
Impairment losses on loan assets and other financial assets
(58)
0
(58)
0
(47)
0
(47)
Share of profit (loss) of equity-accounted investees
Exchange gains (losses)
0
35
(**)
(13,240)
0
(13,205)
0
(119)
0 (119)
Pre-tax profit 12,584 (19,780) (7,196) 10,573 0 10,573
Income taxes (3,315) 24 (3,291) (2,680) 0 (2,680)
Profit from discontinued operations 9,269 (19,756) (10,487) 7,893 0 7,893
EBITDA 13,514
43.6%
(6,540)
n.a.
6,974
22.5%
12,283
36.9%
0
n.a.
12,283
36.9%
% on revenue

Consolidated result was negative and equal to -€12.9 million in the third quarter of 2023, compared to a positive figure of +€3.8 million in the corresponding period of 2022: the decrease was exclusively attributable to the aforementioned charges (equal to a total of -€19.8 million) related to the sale transaction, net of which the profit would have been positive and equal to approximately +€6.9 million.

The consolidated net financial position was negative and equal to -€20.8 million as at September 30, 2023. This amount didn't include the net financial assets (equal to +€20.5 million) related to the two US companies subject to future sale occurred on October 2, 2023, which were reclassified among assets (liabilities) held for sale. Gross of this amount, the net financial position would have been equal to -€0.3 million, down compared to +€50.9 million as at June 30, 2023. The decrease, equal to -€51.1 million, was mainly attributable to the disbursement occurred in the quarter, including ancillary charges, for the partial purchase and subsequent mandatory conversion of savings shares (-€42.9 million), as well as to the change in the fair value of derivatives (in particular, the negative change in the contingent contract signed for the sale of the medical business, equal to -€13.2 million). Furthermore, in the quarter please note monetary charges related to the sale of the Nitinol business of -€6.5 million and a capex of -€2.4 million. Operating management generated cash flows of +€13.4 million.

For further details, please refer to the following sections of this press release.

Significant events occurred in the third quarter of 2023

With regard to the investment finalized in the venture capital fund EUREKA!, on July 7, 2023 a payment of €79 thousand was made, including both the share of the fund's costs and the share for the continuation of the investment in the companies Phononic Vibes S.r.l.6 and INTA System S.r.l.7 already in the portfolio.

On August 2, 2023, a further payment of €0.2 million was made, to cover the investment in BeDimensional S.p.A.8 as well as two additional Proof of Concepts (POC), respectively in collaboration with the National Research Council and the University of Bologna.

6 A deep-tech company established in 2018 as a spin-off of the Politecnico of Milan, Phononic Vibes S.r.l. designs and manufactures innovative solutions in the field of acoustic and vibroacoustic metamaterial technologies for the attenuation of noise and vibrations and for the improvement of sound quality.

7 INTA Systems S.r.l. is the first spin-off of the National Research Council Nanoscience Institute of Pisa and of the Scuola Normale Superiore of Pisa. INTA develops and manufactures ultra-sensitive and portable lab-on-chip for rapid analysis of fluids, with biomedical, safety, industry 4.0 and food-analysis applications.

8 BeDimensional S.p.A. is a spin-off of the Italian Institute of Technology, active in the production of 2D crystals with few atomic layers which, through its own patented production process, can produce a wide range of two-dimensional materials, including, in particular, graphene.

Finally, on September 18, 2023, a third payment of €0.1 million was made to continue the investment in the companies Endostart S.r.l., that reached the milestone agreed with the investors, and INTA Systems S.r.l., that will thus be able to start the industrialization of its lab-on-chip, as well as to cover the fund's operating costs.

On July 13, 2023, the Board of Directors of SAES Getters S.p.A. approved a capital increase of €0.2 million in favor of the joint venture Actuator Solutions GmbH. A contribution of the same amount was subscribed also by the German partner. The aim of the capital increase is to ensure a financial buffer to enable its business continuity.

Please note that on July 26, 2023, following the achievement of the application milestones envisaged in the contract, SAES Getters S.p.A. paid the third tranche, equal to \$0.3 million, of the additional convertible loan to Flexterra, approved on December 7, 2022.

On July 31, 2023, the partial voluntary tender offer (VTO) 9 for 1,364,721 SAES Getters savings shares was successfully completed. At the closing, a total of 4,807,155 savings shares were tendered to the VTO, representing approximately 352.245% of the savings shares subject to the offer, 65.150% of the savings shares and 21.801% of the share capital of SAES Getters. Since the number of savings shares tendered was higher than the number of savings shares under the offer, an allocation coefficient of 28.389% was applied. The consideration due to the holders of savings shares tendered to the VTO and purchased by SAES Getters, amounting to €29.31 per savings share, was paid on August 4, 2023, for a total amount of around €40 million, against the simultaneous transfer of ownership of these savings shares to the Company and their subsequent automatic cancellation.

The VTO was accompanied by the mandatory conversion into ordinary shares of the 6,013,898 savings shares not purchased by the Company, that automatically took place on August 4, 2023 on the basis of the ratio of 1 ordinary share for every 1 savings share of the Company. On the same date, the savings shares were cancelled and delisted. A total of 6,013,898 ordinary shares of the Company, corresponding to all the 3,900,000 treasury shares and 2,113,898 newly issued ordinary shares, were used to service the compulsory conversion, without an increase in the share capital.

On August 28, 2023, the n.1 savings share that SAES Getters S.p.A. purchased from the only shareholder who exercised his right of withdrawal, subsequently converted into an ordinary share, was sold at a price of €28.15.

The Company's share capital now consists of 16,785,248 ordinary shares, for a total number of exercisable voting rights equal to 21,803,734 (considering the 5,018,486 ordinary shares that obtained the increase of the relative voting right pursuant to Article 11 of the Articles of Association). Please note that the implied accounting par value of the shares is now equal to about €0.72802 per share.

On September 12, 2023, SAES Getters S.p.A. received the favorable opinion by the Federal Trade Commission (FTC) regarding the transaction for the sale of the Nitinol business for medical applications to the US company Resonetics, LLC. Obtaining this approval was considered a decisive factor for the application of IFRS 5 and, therefore, the Nitinol business was considered a "disposal group held for sale" as at September 30, 2023.

SAES Industrial Division

Consolidated revenue of the Industrial Division amounted to €17 million in the third quarter of 2023, compared to €17.3 million in the corresponding quarter of 2022. The decrease (-1.5%) was fully attributable to the exchange rate effect, net of which revenue increased by +4.4% (€0.8 million).

The organic increase was concentrated in the SMA Materials sector, which recorded a double-digit growth also in the third quarter (+49.8%, equal to €1.8 million) thanks to the mobile sector.

To a lesser extent, also the Sintered Materials business organically grew (+3.1% or €0.1 million), thanks to the recovery in sales of components for thermal dissipation in the defense sector, which had slowed down in the first part of the year.

On the other hand, the Getters and Dispensers sector achieved an organic decrease of 10.2% (-€1.1 million): the decline was generalized in all strategic sectors, especially in the security & defense sector, penalized by an overstock state of some large US customers, and in the medical diagnostics sector.

9 Please note that the Offer Document was approved by Consob on July 6, 2023.

3Q 2023 3Q 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
9,322 10,987 -15.2% -10.2% -5.0%
-4.6% 3.1% -7.7%
2,594
5,117
2,718
3,594
42.4% 49.8% -7.4%
Thousands of euros (except %) SAES Group – Press Release

Gross profit of the Industrial Division amounted to €8.1 million, compared to €8.4 million in the third quarter of 2022: the slight decrease was the result of the contraction in sales in the Getters and Dispensers sector (especially in the defense sector) and, to a lesser extent, in the Sintered Materials business, balanced by the strong growth of the SMA Materials sector. The gross profit margin was essentially in line with the one in the corresponding period of the previous year (from 48.4% to 47.6%).

SAES High Vacuum Division

of 2022: the slight decrease was the result of the contraction in sales in the Getters and Dispensers sector
(especially in the defense sector) and, to a lesser extent, in the Sintered Materials business, balanced by the
strong growth of the SMA Materials sector. The gross profit margin was essentially in line with the one in
the corresponding period of the previous year (from 48.4% to 47.6%).
Operating profit of the Industrial Division amounted to €4.5 million (26.6% of revenue), up by 34.1%
compared to €3.4 million (19.5% of revenue) in the third quarter of 2022. However, please note that the 2022
figure included non-recurring costs equal to €1.9 million for the payment to the heirs of a manager of the
Parent Company; in the third quarter of 2023 the non-recurring charges for severance amounted to €0.1
million.
SAES High Vacuum Division
Consolidated revenue of the High Vacuum Division amounted to €9.3 million, unchanged compared to the
corresponding quarter of 2022. However, excluding the negative exchange rate effect equal to -3.3%, the
organic growth was equal to+3.1% (+€0.3 million) thanks to the good performance of both the particle
accelerator segment and the industrial one.
Thousands of euros (except %)
Divions and Businesses 3Q 2023 3Q 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
9,328 -0.2% 3.1% -3.3%
High Vacuum Solutions 9,312 -3.3%

Operating profit of the High Vacuum Division was equal to €1.9 million (19.9% of revenue), compared to €2.5 million (26.8% of revenue) in the third quarter of 2022: the decrease in operating profit was in line with the decrease in gross profit and attributable to the decrease in gross margins, with operating expenses substantially unchanged.

SAES Chemicals Division

Consolidated revenue of the Chemicals Division amounted to €5.3 million in the third quarter of 2023, slightly up (+2%) compared to €5.2 million in the corresponding period of 2022, thanks to the readjustment of the market after the slowdown in the first part of the year, also caused by an excess of inventories now cleared out. There wasn't any exchange rate effect, as sales were denominated exclusively in euro.

Thousands of euros (except %)
------------------------------- --
SAES Group – Press Release
Thousands of euros (except %)
Total
Organic
Exchange rate
Divions and Businesses
3Q 2023
3Q 2022
difference
change
effect
(%)
(%)
(%)
Functional Chemicals
5,289
5,183
2.0%
2.0%
0.0%
SAES Chemicals
Gross profit of the Chemicals Division amounted to €0.9 million, compared to €0.7 million in the
corresponding period of 2022, while the gross profit margin increased from 12.6% to 17.5%. Both indicators
5,289 5,183 2.0% 2.0% 0.0%

Operating profit of the Chemicals Division was equal to €0.3 million (5.2% of revenue), compared to €0.2 million (3.6% of revenue) in the third quarter of 2022: the slight increase in the gross profit was absorbed by the increase in operating expenses, in particular higher selling expenses (above all, higher transportation costs).

SAES Packaging Division

the increase in operating expenses, in particular higher selling expenses (above all, higher transportation
costs).
SAES Packaging Division
Consolidated revenue of the Packaging Division amounted to €1.4 million, compared to €2 million in the
corresponding period of 2022. Sales were exclusively denominated in euro.
The decrease was essentially due to the following factors:
- contraction in consumption due to the inflation crisis, with negative repercussions on the converting
segment and on the entire packaging supply chain;
- overstock of raw materials in the converting market due to excessive purchases made in 2022 in anticipation
of a considerable increase in costs;
- reduction in the shortage of some plastic materials that are alternatives to the SAES offer;
- increased competitive pressure on the more traditional products with aluminum oxide barrier technology.
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, that, if approved, should favor the success
of the coating technology of SAES Coated Films S.p.A.
Thousands of euros (except %)
Divions and Businesses 3Q 2023 3Q 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Packaging Solutions 1,393 1,973 -29.4% -29.4% 0.0%
SAES Packaging 1,393 1,973 -29.4% -29.4% 0.0%

The third quarter of 2023 ended with an operating loss equal to -€1.4 million, compared to -€1 million in the corresponding quarter of the previous year: despite the containment of operating expenses (from €0.9 million to €0.7 million), sales volume was not able to bear the fixed costs.

Not Allocated

Not Allocated consolidated revenue amounted to €3 thousand in the third quarter of 2023 (€10 thousand in the third quarter of 2022) and referred exclusively to the initial sales related to the B!POD project, developed by the SAES Design House, whose first product launch took place at the end of April 2022 and new product launches are expected within the end of the current year.

3Q 2023 3Q 2022 difference
(%)
change
(%)
effect
(%)
3 10 -70.0% -70.0% 0.0%
Also the Not Allocated gross profit, negative and equal to -€31 thousand in the third quarter of 2023
(unchanged compared to -€25 thousand in the third quarter of 2022), referred exclusively to the new B!POD
SAES Group – Press Release Total Organic Exchange rate

Not Allocated operating profit was negative for -€7.7 million, compared to a still negative amount equal to - €6 million in the third quarter of 2022. The decrease was in line with the increase in operating expenses, which include costs related to basic research projects and costs aimed at developing and launching highly innovative new products on the market, in addition to corporate costs (expenses that cannot be directly attributed or reasonably allocated to any business sector, but which refer to the Group as a whole). The increase was concentrated in general and administrative expenses (increased labor costs, higher costs for compensation of Executive Directors10, as well as higher consultancy for corporate projects) and, to a lesser extent, in sales expenses (in particular, marketing expenses of the Parent Company related to the B!POD project).

***

Consolidated operating expenses were equal to €14.5 million in the third quarter of 2023, compared to €14.2 million in the corresponding period of 2022, while their incidence on revenue went from 42% to 44%. Operating expenses were essentially in line with those in the corresponding period of the previous year, but please note that in the third quarter of 2022 they included non-recurring costs amounting to €1.9 million for the payment to the heirs of a Manager of the Parent Company; in the third quarter of 2023, non-recurring costs amounted to €0.2 million (€0.1 million of severance costs and €0.1 million of costs related to governance). Excluding these non-recurring charges in both quarters, operating expenses increased by approximately €2 million (increased labor costs11, higher costs for compensation of Executive Directors12, higher consultancy costs for corporate projects, higher marketing expenses of the parent company related to the B!POD project, and higher commissions on sales).

Against a slight physiological increase in research and development expenses, the increase in operating expenses was concentrated in selling expenses (mainly extraordinary costs equal to approximately €1.9 million, following the liquidation to the heirs of a Manager of the Parent Company) and in general and administrative expenses (consultancy costs for special projects equal to €1.6 million).

The balance of other income and expenses was negative and equal to -€0.1 million in the third quarter of 2023, unchanged compared to the corresponding period of 2022.

The balance of financial income and expenses was positive and equal to €1 million in the third quarter of 2023, compared to a negative balance equal to -€3.2 million in the corresponding period of 2022. The positive change was mainly attributable to the result of the securities management (positive and equal to +€0.5 million in the current quarter, compared to a loss of -€2.9 million in the third quarter of 2022) as well as the interest income accrued on fixedterm deposits in which the Group's liquidity was invested, after the almost total disposal of the securities in the portfolio. These amounts were only partially offset by higher interest expenses on short-term bank loans, mainly attributable to the increase in rates. Finally, in the current quarter, please note the income of +€0.2 million corresponding to the release of the risk provision recorded as of June 30 against the Group's irrevocable commitment to pay the start-up Rapitag GmbH an additional convertible loan of an equal amount13 .

The loss due to the impairment of financial receivables and other financial assets amounted to -€0.6 million in the third quarter of 2023, compared to -€0.2 million in the corresponding period of 2022. The increase was mainly

10 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

11 Both for strengthening the workforce and for salary increases related to inflation.

12 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

13 This provision was canceled following the write-down recorded in the current quarter in the item "Loss due to reduction in value of financial receivables and other financial assets".

attributable to the write-down of the additional tranches (-€0.4 million14) of the additional convertible loans granted to the joint venture Flexterra, Inc. and Rapitag GmbH. Finally, please note that both amounts included write-downs for interest on loans in favor of the joint ventures Actuator Solutions GmbH and Flexterra, Inc.

In the third quarter of 2023 the share of profit (loss) of equity-accounted investees was negative and equal to -€0.2 million, corresponding to the value of the capital increase carried out in favor of the joint venture Actuator Solutions GmbH in July 2023, to guarantee its operational continuity. This item was nil in the third quarter of 2022.

The exchange rate income and losses recorded a negative net balance of -€0.2 million in the third quarter of 2023, in line with that of the third quarter of 2022. This amount was mainly attributable to the fair value measurement of the forward contracts still outstanding on September 30, while the exchange losses of the commercial operations were offset by the proceeds realized on the forward contracts that expired in the period.

January - September 2023

January - September 2023
Consolidated revenue in the first nine months of 2023 amounted to €91.1 million, compared to €96.6 million in the
corresponding period of 2022. The exchange rate effect was negative and equal to -1.2% (-€1.2 million), while the
change in the scope of consolidation15 generated an increase in revenues of +2.5% (+€2.4 million).
The organic decrease (-7%, equal to -€6.7 million) was mainly attributable to the Packaging Division (contraction in
consumption due to the inflation crisis, with negative repercussions on the entire packaging supply chain, and overstock
of raw materials in the converting market for excessive purchases made in 2022 in anticipation of a considerable
increase in costs) and to the Chemicals Division (slowdown in the consumer electronics market concentrated in the first
half of 2023, but recovering starting from the third quarter, also thanks to the clear out of inventories).
In the High Vacuum Division the organic decrease (-6.6% or -€1.5 million) was more than offset by the full consolidation
of SAES RIAL Vacuum S.r.l. following the purchase of its entire share capital (+10.5% or +€2.4 million), while in the
Industrial Division the organic growth was related to the good performance of industrial SMA sales in the mobile devices
sector and, to a lesser extent, of those in the defense business.
Thousands of euros (except %)
Divions and Businesses
9M 2023 9M 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Change in
consolidation
scope
(%)
Getters & Dispensers 32,193 34,279 -6.1% -4.2% -1.9% 0.0%
Sintered Materials 7,054 8,308 -15.1% -13.5% -1.6% 0.0%
SMA Materials 14,149 9,468 49.4% 51.0% -1.6% 0.0%
SAES Industrial 53,396 52,055 2.6% 4.4% -1.8% 0.0%
High Vacuum Solutions 23,171 22,537 2.8% -6.6% -1.1% 10.5%
SAES High Vacuum 23,171 22,537 2.8% -6.6% -1.1% 10.5%
Functional Chemicals 10,201 12,630 -19.2% -19.2% 0.0% 0.0%
SAES Chemicals 10,201 12,630 -19.2% -19.2% 0.0% 0.0%
Packaging Solutions 4,300 9,339 -54.0% -54.0% 0.0% 0.0%
SAES Packaging
Not Allocated
4,300
20
9,339
18
-54.0%
11.1%
-54.0%
11.1%
0.0%
0.0%
0.0%
0.0%

14 The write-down of the additional convertible loan granted to Rapitag GmbH (-€0.2 million) was offset during the quarter by the release of the risk provision of the same value set aside already at June 30, 2023 (income in the item "Financial income (expenses)"). 15 Sales related to the period January – May 2023 of SAES RIAL Vacuum S.r.l.

16 Actuator Solutions GmbH (50%) and Flexterra (47.10%) plus SAES RIAL Vacuum S.r.l. (49%) that was added in the period January-May 2022, consolidated using the global integration method starting from May 25, 2022.

SAES Group – Press Release
end of 2022; in the case of SAES RIAL Vacuum S.r.l., because it has been fully consolidated starting from the end of May
Thousands of euros
9M 2023 9M 2022 Difference
Consolidated revenue 91,088 96,579 (5,491)
50% revenue of the joint venture Actuator Solutions GmbH 1,108 2,231 (1,123)
49% revenue of the joint venture SAES RIAL Vacuum S.r.l. (*) 0
1,429
(1,429)
Revenue of the joint venture Flexterra (**) 2 0 2
(111) (243) 132
9 (14) 23
Intergroup eliminations
Other adjustments
Total revenue of the Group
(*) SAES RIAL Vacuum S.r.l. fully consolidated starting from May 25, 2022.
92,096 99,982 (7,886)

Consolidated gross profit was equal to €37.2 million in the first nine months of 2023, compared to €40.3 million in the corresponding period of 2022, while the gross profit margin went from 41.7% to 40.8%: the reduction was a consequence of the aforementioned decrease in sales in the Packaging Division and in the Chemicals Division, as well as of the lower margins in the High Vacuum Division, characterized by a more unfavorable product mix.

The exchange rate effect was negative and equal to -€0.9 million, while the purchase of the entire share capital of SAES RIAL Vacuum S.r.l. at the end of May 2022 contributed to the increase in the gross profit by +€0.6 million (High Vacuum Division). Finally, please note a non-recurring cost of €0.3 million due to the departure of a manager of the Parent Company (Industrial Division).

The first nine months of 2023 ended with a consolidated operating loss of -€8.5 million, compared to -€2.2 million in the corresponding period of the previous year: in addition to the decrease in gross profit, the operating expenses increased from €42.1 million to €45.3 million. Relating to the latter, excluding the effect related to the change in the scope of consolidation17 (+€0.5 million), as well as the exchange rate effect (-€0.2 million) and the non-recurring costs in both periods (in 2023: costs for severance equal to -€1.2 million, as well as costs related to governance equal to -€0.9 million, all classified in the general and administrative expenses line; in 2022: costs for the liquidation to the heirs of a manager of the Parent Company, equal to €1.9 million, classified as sales expenses) operating expenses increased by approximately €2.7 million (increase in labor costs, higher compensation costs for Executive Directors16, higher sales commissions, higher travel expenses and increase in consultancy costs for corporate projects). Thousands of euros 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 Revenue 53,396 52,055 23,171 22,537 10,201 12,630 4,300 9,339 20 18 91,088 96,579 Cost of sales (27,405) (26,141) (12,905) (11,825) (8,498) (10,156) (4,957) (8,064) (159) (135) (53,924) (56,321) Gross profit 25,991 25,914 10,266 10,712 1,703 2,474 (657) 1,275 (139) (117) 37,164 40,258 % on revenue 48.7% 49.8% 44.3% 47.5% 16.7% 19.6% -15.3% 13.7% n.s. n.s. 40.8% 41.7% Operating costs and other income (expenses) (10,646) (12,020) (6,036) (5,347) (1,804) (1,436) (2,340) (2,641) (24,836) (20,990) (45,662) (42,434) Operating profit (loss) 15,345 13,894 4,230 5,365 (101) 1,038 (2,997) (1,366) (24,975) (21,107) (8,498) (2,176) % on revenue 28.7% 26.7% 18.3% 23.8% -1.0% 8.2% -69.7% -14.6% n.s. n.s. -9.3% -2.3% SAES Industrial SAES High Vacuum SEAS Chemicals SAES Packaging Not Allocated TOTAL

TIOUsaTIOS OF Curos
SAES Industrial SAES High Vacuum SEAS Chemicals SAES Packaging Not Allocated TOTAL
9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022
Revenue 53.396 52.055 23.171 22.537 10,201 12.630 4.300 9,339 20 18 91,088 96.579
Cost of sales (27,405) (26.141) 12.905) (11,825) (8.498) (10.156) (4.957) (8.064) (1 રેતુ) (135) (53.924) (56.321
Gross profit 25,991 25,914 10.266 10.712 1,703 2.474 (657) 1.275 (139) (117) 37.164 40.258
% on revenue 48.7% 49.8% 44.3% 47.5% 16.7% 19.6% -15.3% 13.7% n.S n.S. 40.8% 41.7%
Operating costs and other income (expenses) (10,646) (12,020) (6.036) (5,347) (1,804) (1,436) (2,340) (2.641) (24,836) (20,990) (45,662) (42,434)
Operating profit (loss) 15,345 13,894 4.230 5.365 (101) 1.038 (2,997) (1,366) (24,975) (21,107) (8,498) (2,176)
% on revenue 28.7% 26.7% 18.3% 23.8% -1.0% 8.2% -69.7% -14.6% n.S. n.S. -9.3% -2.3%

Consolidated EBITDA was negative and equal to -€0.8 million in the first nine months of 2023 (+€4.7 million in the same period of 2022); however, excluding the non-recurring costs that penalized the first nine months of 2023 (severance costs, equal to -€1.5 million, as well as costs related to governance equal to €-0.9 million) the EBITDA would have been positive and equal to +€1.5 million.

17 Acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. starting from the end of May 2022.

16 Increased provision for the Executive Directors' phantom shares plan related to the appreciation in the value of the SAES share.

SAES Group – Press Release
Thousands of euros
of which:
Change in
9M 2023
9M 2022
consolidation
scope
Operating profit ()
(8,498)
(2,176)
101
Depreciation of property, plant and equipment and
(6,769)
(5,838)
(318)
amortisation of intangible assets
Depreciation of right-of-use assets
(871)
(938)
(28)
Impairment losses on property, plant and equipment and
(10)
(95)
0
intangible assets
EBITDA
(848)
4,695
447
(
)
% of revenue
-0.9%
4.9%
18.9%
(*) Including severance costs equal to -1,491 thousands of euros; governance costs equal to -904 thousands of
euros (total non-recurring costs equal to -2,395 thousands of euros).
The balance of other income and expenses was negative for -€0.3 million, compared to a still negative balance of -€0.4

The balance of other income and expenses was negative for -€0.3 million, compared to a still negative balance of -€0.4 million in the first nine months of 2022. Please note that the amount of the current period included the income, equal to €0.1 million, 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, as well as the cost, equal to €31 thousand, for donations to support Emilia-Romagna. In the previous period, however, please note the cost of €0.1 million for donations to support Ukraine.

The balance of financial income and expenses was positive for +€2.7 million, compared to a negative balance of -€16.1 million in the corresponding period of 2022. The positive change was mainly attributable to the result of securities management (positive and equal to +€3, 2 million in the current period, compared to a loss of -€16 million in the corresponding period of the previous year), as well as the interest income accrued on the time deposits in which the Group's liquidity was invested, after the almost total disposal of securities in the portfolio. This positive change was partially offset by higher interest expenses, mainly attributable to the increase in rates. Furthermore, the first half of 2022 benefited from an income of €0.3 million deriving from the fair value revaluation of the investment in SAES RIAL Vacuum S.r.l. prior to the purchase of the entire share capital and the full consolidation of the company.

The loss due to the impairment of financial receivables and other financial assets amounted to -€1.4 million, compared to -€0.4 million in the corresponding period of 2022. The increase was mainly attributable to the write-down of the additional tranches of the convertible loan granted to the joint venture Flexterra, Inc. (-€0.5 million), as well as that of the loans granted to Rapitag GmbH (-€0.4 million of principal in addition to the amount of -€0.1 million for the writedown of the interest accrued in the first nine months of the current year). Finally, both periods included the write-downs of receivables related to the interest accrued on loans granted by the Group to both the joint ventures Actuator Solutions GmbH and Flexterra, Inc.

The share of profit (loss) of equity-accounted investees was negative and equal to -€0.2 million, corresponding to the value of the capital increase carried out in favor of the joint venture Actuator Solutions GmbH in July 2023, to guarantee its operational continuity.

Instead, in the corresponding period of 2022 the amount was positive and equal to +€0.2 million, exclusively attributable to the share of the result of the joint venture SAES RIAL Vacuum S.r.l. and referring to the period January 1 - May 25, 2022 (closing date of the acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. by the SAES Group).

The exchange rate income and losses recorded a negative net balance of -€0.4 million in the first nine months of 2023, an improvement compared to the negative one of the corresponding period of 2022 (-€0.6 million). The positive change was mainly due to the higher income on forward contracts entered into to hedge 2023 commercial transactions in dollars, which more than offset the greater losses deriving from commercial operations.

Consolidated pre-tax profit was equal to -€7.8 million in the first nine months of 2023, compared to -€19.1 million in the corresponding period of 2022.

Income taxes amounted to €1.7 million, compared to €0.3 million in the previous period and mainly included taxes from the production companies in the USA not subject to future disposal18. The increase was a consequence of the higher taxable income achieved by SAES Investments S.A., which had instead closed the first nine months of 2022 with a strong

18 Please note that the taxes relating to the subsidiaries Memry Corporation and SAES Smart Materials, Inc., subject to future disposal, have been discontinued in the line "Result from operating activities held for sale".

SAES Group – Press Release
tax loss caused by the negative performance of the securities in its portfolio. Finally, please note that the taxes for the
first nine months of 2023 included a cost of €0.3 million related to the cancellation of the Parent Company's tax credits
for advances abroad, being their terms expired.
Result from continuing activities was negative for -€9.5 million in the first nine months of 2023 compared with -€19.4
million in the corresponding period of 2022: despite a decreasing operating profit, the result from continuing activities
significantly improved thanks to the better performance of financial management, penalized by the sharp decrease in
the fair value of the securities in the portfolio in the previous year.
Result from operating activities held for sale amounted to +€6 thousand in the first nine months of 2023 (+€23.2 million
in the corresponding period of 2022) and included the profit of the medical business subject to future disposal (+€26.5
million, compared to +€23.2 million in the first nine months of 2022), as well as the ancillary charges related to the
extraordinary transaction (-€26.5 million, including consultancy costs of -€11.4 million and the fair value of the
contingent derivative signed to back up the sale, equal to -€15.1 million).
(Thousands of euros) Statement of profit or loss - Nitinol
business
Accessory costs for
the divestiture of the Nitinol business
9M 2023 Statement of profit or loss - Nitinol
business
Accessory costs for
the divestiture of the Nitinol business
9M 2022
Revenue
Cost of sales
95,296
(51,683)
95,296
(51,683)
90,757
(49,222)
90,757
(49,222)
Gross profit 43,613 0 43,613 41,535 0 41,535
Research & development expenses
Selling expenses
General & administrative expenses
Impairment losses on trade receivables
Total operating costs
(1,906)
(2,558)
(3,305)
(72)
(7,841)
(*)
(11,402)
(11,402)
(1,906)
(2,558)
(14,707)
(72)
(19,243)
(1,916)
(2,515)
(4,853)
0
(9,284)
0
0
(1,916)
(2,515)
(4,853)
0
(9,284)
Other income
Other expense
85
(1)
85
(1)
117
(61)
117
(61)
Operating profit 35,856 (11,402) 24,454 32,307 0 32,307
Financial income
Financial expense
Impairment losses on loan assets and other financial assets
Share of profit (loss) of equity-accounted investees
Exchange gains (losses)
2
(174)
0
0
39
(**)
(15,134)
2
(174)
0
0
(15,095)
2
(162)
0
0
(191)
2
(162)
(191)
Pre-tax profit
Income taxes
35,723
(9,251)
(26,536)
70
9,187
(9,181)
31,956
(8,792)
0
0
31,956
(8,792)
Profit from discontinued operations 26,472 (26,466) 6 23,164 0 23,164
EBITDA 39,382 (11,402) 27,980 36,670 0 36,670
% on revenue
() Consultant fees.
(
) Fair value of the contingent derivative signed to back-up the future sale proceeds in USD.
Consolidated result of first nine months of 2023 was equal to -€9.5 million, compared to a positive value of +€3.8 million
41.3% n.a. 29.4% 40.4% n.a. 40.4%
in the corresponding period of 2022: the reduction was exclusively attributable to the aforementioned charges related
to the sale transaction, totaling -€26.5 million, net of which the result would have been positive and equal to

Consolidated result of first nine months of 2023 was equal to -€9.5 million, compared to a positive value of +€3.8 million in the corresponding period of 2022: the reduction was exclusively attributable to the aforementioned charges related to the sale transaction, totaling -€26.5 million, net of which the result would have been positive and equal to approximately +€17 million.

Net Financial Position

The consolidated net financial position was negative for -€20.8 million as at September 30, 2023. This amount didn't include the net financial assets (equal to +€20.5 million) related to the two US companies subject to future sale occurred on October 2, 2023, that were reclassified among assets (liabilities) held for sale. Gross of this amount, the net financial position would have been equal to -€0.3 million, down compared to +€64.3 million as at December 31, 2022.

The decrease (-€64.6 million), despite the excellent operating result (+€26 million) although penalized by the increase in net working capital (in particular, higher trade receivables due both to higher revenue and to the different payment timing in the Chemicals Division) was mainly due to the disbursement, including ancillary charges, for the partial purchase and subsequent mandatory conversion of savings shares (-€44.1 million), as well as the negative performance of derivatives (in particular, negative fair value of -€15.1 million of the contingent contract signed for the sale of the medical business). Furthermore, please note dividends equal to -€11.5 million, ancillary monetary charges related to the sale of the Nitinol business of -€11.4 million and a capex equal to -€6.8 million.

SAES Group – Press Release
Thousands of euros
September 30,
2023
June 30,
2023
March 31,
2023
December 31,
2022
Cash 9 9 9 10
Cash equivalents 31,384 86,531 41,706 42,129
Cash and cash equivalents 31,393 86,540 41,715 42,139
Securities 14,697 18,006 147,310 145,484
Derivative financial instruments 0 0 294 259
Other financial assets, current 78,405 77,449 0 0
Current financial assets 93,102 95,455 147,604 145,743
Bank loans and borrowings (74,941) (71,463) (67,663) (65,302)
Current portion of non-current financial liabilities (52,001) (52,001) (52,000) (52,094)
Derivative financial instruments (15,138) (1,732) 0 0
Other financial liabilities 0 0 (29) (30)
Lease liabilities (996) (2,397) (2,142) (2,545)
Current financial indebtedness (143,076) (127,593) (121,834) (119,971)
Current net financial position (18,581) 54,402 67,485 67,911
Non-current financial assets 0 0 0 0
Financial liabilities 0 0 0 (119)
Lease liabilities (1,721) (3,059) (3,022) (3,039)
Other financial liabilities (470) (467) (465) (462)
Non-current financial indebtedness (2,191) (3,526) (3,487) (3,620)
Non current net financial position (2,191) (3,526) (3,487) (3,620)
Net financial position (20,772) 50,876 63,998 64,291

SAES Group – Press Release

9M 2023 - discontinued operations 9M 2023 -
9M 2023 Accessory costs for continuing
(Thousands of euros) Nitinol business the divestiture of
the Nitinol business
Total operations
Cash flows from operating activities
Profit from continuing operations (9,458) 0 0 (9,458)
Profit from discontinued operations 6 26,472 (26,466) 6 0
Income taxes 10,886 9,252 (70) 9,182 1,704
Depreciation of right-of-use assets 1,842
0
959 959
0
883
0
(Reversal of impairment losses) impairment losses on right-of-use assets
Depreciation of property, plant and equipment
7,601 2,090 2,090 5,511
(Reversal of impairment losses) impairment losses on property, plant and equipment 0 0 0
Amortisation of intangible assets 1,722 474 474 1,248
(Reversal of impairment losses) impairment losses on intangible assets 11 0 11
Gains (losses) on the disposal of property, plant and equipment and intangible assets 78 0 78
Accessory costs for the divestiture of the Nitinol business 11,402 11,402 11,402 0 (*)
Net financial (income) expense (925) 173 173 (1,098)
Impairment losses on trade receivables 45 0 45
Other non-monetary expense (income) 15,405 15,134 15,134 271
Other non-monetary change in post-employment and other benefits 3,000 227 227 2,773
Accrual (utilisation) of provisions for risks and charges (33)
41,582
39,647 0 0
39,647
(33)
1,935
Change in operating assets and liabilities
Cash increase (decrease)
Trade receivables and other current assets (7,816) (424) (424) (7,392)
Inventories 1,335 (2,349) (2,349) 3,684
Trade payables 2,156 (1,101) (1,101) 3,257
Sundry and other current liabilities (880) (4,698) (4,698) 3,818
(5,205) (8,572) 0 (8,572) 3,367
Payments of post-employment and other benefits
Taxes paid
(837)
(9,560)
(8,529) 0 0
(8,529)
(837)
(1,031)
Cash flows generated by operating activities 25,980 22,546 0 22,546 3,434
Cash flows from investing activities
Acquisition of property, plant and equipment (6,589) (3,017) (3,017) (3,572)
Acquisition of intangible assets (206) (52) (52) (154)
Proceeds from the disposal of property, plant and equipment and intangible assets 19 0 19
Purchase of securities (1,890) 0 (1,890)
Disinvestments of securities 134,905 0 134,905
Income from securities, net of management fees 949 0 949
Investments in joint ventures
Investments in other companies
(200)
(634)
0
0
(200)
(634)
Consideration paid for the purchase of subsidiaries, net of the cash and cash equivalents acquired 0 0 0
Monetary accessory costs for the divestiture of the Nitinol business (11,402) (11,402) (11,402) 0
Other financial assets (78,405) 0 (78,405)
Financial liabilities repaid to (granted by) related parties (692) 0 (692)
Financial liabilities repaid to (granted by) third parties (400) 0 (400)
Interest income on financial assets with related parties 0 0 0
Interest and other financial income received 1,481 2 2 1,479
Cash flows generated by (used in) investing activities 36,936 (3,067) (11,402) (14,469) 51,405
Cash flows from financing activities
Proceeds from non-current financial liabilities, current portion included 0 0 0
Repayment of non-current financial liabilities (209) (208) (208) (1)
Interest paid on non-current financial liabilities (84) (1) (1) (83)
Proceeds from current financial liabilities 305,000 0 305,000
Repayment of current financial liabilities (295,643) 0 (295,643)
Interest paid on current financial liabilities (1,410) 0 (1,410)
Interest and other financial expense paid (335) (32) (32) (303)
Dividends paid (11,543) 0 (11,543)
Other costs paid 0 0 0
Repayment of lease liabilities (1,954)
(201)
(1,043)
(143)
(1,043)
(143)
(911)
(58)
Interest paid on leases
Purchase of treasury shares and ancillary costs
(44,065) 0 (44,065)
Cash flows from (used in) financing activities (50,444) (1,427) 0 (1,427) (49,017)
Effect of exchange rate changes on cash flows (144) 407 407 (551)
Increase (decrease) in cash and cash equivalents 12,328 18,459 (11,402) 7,057 5,271
(*) Consultant fees.

Restatement of balances as at September 30, 2022

The balances as at September 30, 2022, presented for comparative purposes, have been restated to reflect the adjustments deriving from the completion of the provisional valuation of the business combination19 of SAES RIAL Vacuum S.r.l., in compliance with the provisions of IFRS 3.

Furthermore, please note that, again to allow a homogeneous comparison, the economic balances as at September 30, 2022 have been reclassified to show the Nitinol business as a "disposal group held for sale", following the authorization obtained by the FTC on September 12, 2023, considered a decisive element for the purposes of applying IFRS 5.

19 Business combination completed on May 25, 2022.

SAES Group – Press Release
Thousands of euros SAES Industrial SAES High Vacuum SAES Medical Nitinol SEAS Chemicals SAES Packaging Non Allocato Totale
Restatement for SAES RIAL Vacuum S.r.l. Restatement for SAES RIAL Vacuum S.r.l.
Reclassification Nitinol business as "held for sale"
3Q 2022
3Q 2022 restated
3Q 2022
3Q 2022 restated
business combination
Reclassification Nitinol business as "held for sale"
3Q 2022
3Q 2022 restated
3Q 2022
3Q 2022 3Q 2022
3Q 2022
Reclassification Nitinol business as "held for sale"
business combination
3Q 2022 restated
Revenue
Cost of sales
17,692
(393)
17,299
(9,363)
443
(8,920)
9,328
0
9,328
(4,789)
(68)
(4,857)
32,918
(32,918)
(17,735)
17,735
0
5,183
0
(4,532)
1,973
(2,024)
10
67,104
(35)
(38,478)
(33,311)
18,178
(68)
0
33,793
(20,368)
Gross profit
% of revenue
8,329
50
8,379
47.1%
-12.7%
48.4%
4,539
(68)
4,471
48.7%
n.a.
47.9%
15,183
(15,183)
46.1%
46.1%
0
n.a.
12.6%
651
(51)
-2.6%
(25)
28,626
n.s.
42.7%
(15,133)
(68)
45.4%
n.a.
13,425
39.7%
Operating expenses and other income (expenses) (5,092)
93
(4,999)
(1,847)
(120)
(1,967)
(4,248)
4,248
0
(466)
(906) (5,994)
(18,553)
4,341
(120)
(14,332)
Operating profit (loss)
% of revenue
Financial income
3,237
143
3,380
18.3%
-36.4%
19.5%
2,692
(188)
2,504
28.9%
n.a.
26.8%
10,935
(10,935)
33.2%
33.2%
0
n.a.
3.6%
185
(957)
-48.5%
(6,019)
10,073
n.s.
15.0%
523
(10,792)
(188)
32.4%
n.a.
58
(907)
-2.7%
0
581
(3,783)
(158)
42
0
(3,741)
(158)
Financial expense
Impairment losses of loan assets and other financial assets
0
(152)
Share of profit (loss) of equity-accounted investees
Exchange gains (losses)
0
(271)
0
119
Pre-tax profit (loss) 6,384 (10,573)
(188)
(4,377)
Income taxes (2,441) 2,680 52
291
Profit (loss) from continuing operations 3,943 (7,893)
(136)
(4,086)
Profit (loss) from discontinued operations 0 7,893 7,893
Profit (loss) for the period 3,943 0
(136)
3,807
Thousands of euros SAES Industrial SAES High Vacuum SAES Medical Nitinol SEAS Chemicals SAES Packaging Non Allocato Totale
9M 2022
9M 2022 restated
9M 2022
Restatement for SAES RIAL Vacuum S.r.l.
9M 2022 restated
9M 2022 9M 2022 restated
9M 2022
9M 2022 9M 2022
9M 2022
Restatement for SAES RIAL Vacuum S.r.l.
Reclassification Nitinol business as "held for sale" business combination Reclassification Nitinol business as "held for sale" Reclassification Nitinol business as "held for sale"
business combination
Revenue
Cost of sales
Gross profit
53,372
(1,317)
52,055
(26,811)
670
(26,141)
26,561
(647)
25,914
22,537
22,537
(11,734)
(91)
(11,825)
10,803
(91)
10,712
89,440
(89,440)
(48,552)
48,552
40,888
(40,888)
0
12,630
0
(10,156)
0
2,474
9,339
(8,064)
1,275
18
187,336
(135)
(105,452)
(117)
81,884
(90,757)
49,222
(91)
(41,535)
(91)
0
% of revenue 49.8%
49.1%
49.8%
47.9%
n.a.
47.5%
45.7%
45.7%
n.a.
19.6%
13.7% n.s.
43.7%
45.8%
n.a.
Operating expenses and other income (expenses)
Operating profit (loss)
(12,263)
243
(12,020)
14,298
(404)
13,894
(5,188)
(159)
(5,347)
5,615
(250)
5,365
(8,985)
8,985
31,903
(31,903)
0
(1,436)
0
1,038
(2,641)
(1,366)
(20,990)
(51,503)
(21,107)
30,381
9,228
(159)
(32,307)
(250)
% of revenue
Financial income
26.8%
30.7%
26.7%
24.9%
n.a.
23.8%
35.7%
35.7%
n.a.
8.2%
-14.6% n.s.
16.2%
1,641
35.6%
n.a.
259
339
Financial expense
Impairment losses of loan assets and other financial assets
Share of profit (loss) of equity-accounted investees
(18,193)
(433)
167
(99)
0
0
Exchange gains (losses) (778) 191
Pre-tax profit (loss) 12,785 (31,956) 89
9M 2022 restated
96,579
(56,321)
40,258
41.7%
(42,434)
(2,176)
-2.3%
2,239
(18,292)
(433)
167
(587)
(19,082)
SAES Group – Press Release
Thousands of euros
Reclassification Nitinol business as "held for sale"
3Q 2022
Financial income
Financial expense
(3,783) 523
58
42
0 581
(3,741)
SAES Medical Nitinol SEAS Chemicals SAES Packaging Non Allocato Totale
Thousands of euros SAES Industrial SAES High Vacuum
Reclassification Nitinol business as "held for sale"
9M 2022
9M 2022 restated
Restatement for SAES RIAL Vacuum S.r.l.
9M 2022
9M 2022 restated
9M 2022
Reclassification Nitinol business as "held for sale"
9M 2022 restated
9M 2022 9M 2022 9M 2022
9M 2022
Reclassification Nitinol business as "held for sale" Restatement for SAES RIAL Vacuum S.r.l. 9M 2022 restated
Revenue
Cost of sales
Gross profit
% of revenue
53,372
(1,317)
52,055
(26,811)
670
(26,141)
26,561
(647)
25,914
49.8%
49.1%
49.8%
business combination
22,537
(11,734)
(91)
10,803
(91)
47.9%
n.a.
22,537
(11,825)
10,712
47.5%
89,440
(89,440)
(48,552)
48,552
40,888
(40,888)
45.7%
45.7%
0
12,630
0
(10,156)
0
2,474
n.a.
19.6%
9,339
(8,064)
1,275
13.7%
18
187,336
(135)
(105,452)
(117)
81,884
n.s.
43.7%
(90,757)
49,222
(41,535)
45.8%
business combination
0
(91)
(91)
n.a.
96,579
(56,321)
40,258
41.7%
Operating expenses and other income (expenses)
Operating profit (loss)
(12,263)
243
(12,020)
14,298
(404)
13,894
(5,188)
(159)
5,615
(250)
(5,347)
5,365
(8,985)
8,985
31,903
(31,903)
0
(1,436)
0
1,038
(2,641)
(1,366)
(20,990)
(51,503)
(21,107)
30,381
9,228
(32,307)
(159)
(250)
(42,434)
(2,176)
% of revenue
Financial income
Financial expense
Impairment losses of loan assets and other financial assets
Share of profit (loss) of equity-accounted investees
26.8%
30.7%
26.7%
24.9%
n.a.
23.8% 35.7%
35.7%
n.a.
8.2%
-14.6% n.s.
16.2%
1,641
(18,193)
(433)
35.6%
259
(99)
0
167
0
n.a.
339
-2.3%
2,239
(18,292)
(433)
167
Exchange gains (losses)
Pre-tax profit (loss)
(778)
12,785
191
(31,956)
89 (587)
(19,082)
Income taxes (9,191) 8,792 69 (330)
Profit (loss) from continuing operations 3,594 (23,164) 158 (19,412)
Profit (loss) from discontinued operations 0
23,164
23,164
Profit (loss) for the period 3,594 0 158 3,752
Significant events occurred after the end of the third quarter of 2023
On October 2, 2023, the closing of the transaction for the sale to the US company Resonetics, LLC of the Nitinol
business and, in particular, of the US subsidiaries Memry Corporation and SAES Smart Materials, Inc., was finalized.

Significant events occurred after the end of the third quarter of 2023

On October 2, 2023, the closing of the transaction for the sale to the US company Resonetics, LLC of the Nitinol business and, in particular, of the US subsidiaries Memry Corporation and SAES Smart Materials, Inc., was finalized. Resonetics, based in Nashua, New Hampshire, and whose main shareholders are the global investment firm Carlyle and the leading private equity firm GTCR, is a leading company in the design and manufacturing of devices for the medical and life sciences industry. The company is focused on the production and assembly of components with high technological value and provides its customers with a wide range of solutions and services, from design and development to large-volume prototyping.

The scope of the sale included the entire SAES production process in the Nitinol business, vertically integrated (from the Nitinol alloy melting to the component manufacturing) and entirely located in the US. 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 was excluded from the scope of the sale and it will continue to be managed by SAES Getters S.p.A. 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 was signed. In addition, please note that also 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) was excluded from the scope of the sale.

The consideration was equal to \$900 million (corresponding to approximately 17 times the adjusted EBITDA related to the scope of the sale in the period October 1, 2021 - September 30, 2022), plus a negative adjustment equal to \$21.6 million, calculated on the basis of the estimated value of working capital, debt and cash on the closing date, resulting in a provisional closing price of \$878.4 million. This price, as usual, will be subject to verification procedures that are likely to be completed within the end of the year.

Please note that \$15 million will be deposited as escrow, as usual in this type of transactions, to cover any tax liabilities of the US companies being sold that may arise in the future. For further details, please refer to the press release issued on October 2, 2023.

On October 2, 2023, the Board of Directors of SAES Getters S.p.A. approved the guidelines on the use of proceeds from the sale of the Nitinol business.

These guidelines provide to submit to the shareholders' approval the following:

  • the distribution of a dividend for the year 2023 equal to €12.51 per share, for a total amount of dividends, related to the year 2023, of approximately €210 million;
  • the promotion by SAES Getters of a partial voluntary tender offer (VTO) of a maximum of 5,700,325 ordinary own shares at a price of €24.56 per share (ex-dividend 2023) for a total maximum consideration of approximately €140 million.

The remaining profit from the sale, approximately equal to €350 million20, will be used to implement a new industrial plan regarding organic and inorganic growth, consistent with the SAES Group's technical and scientific expertise.

Please note that the completion of the own share buyback will occur concurrently with the cancellation of the own shares purchased, without any reduction of the share capital.

The VTO is not expected to be conditional upon the achievement of a minimum number of acceptances. Should the number of shares tendered to the VTO be higher than the maximum number of 5,700,325 tendered, an allocation will be made according to the "pro-rata" method.

It is expected that, once the necessary approvals and authorizations have been obtained, the 2023 dividend may be paid indicatively within the first ten days of May 2024 and that the VTO may be finalized after the payment of the 2023 dividend and, in any case, within the first half of 2024.

On October 12, 2023 the Board of Directors of SAES Getters S.p.A. resolved to pay Flexterra the fourth and final tranche, equal to \$250 thousand, of the additional convertible loan granted on December 7, 2022. Please note that the third tranche, of the same amount, was paid at the end of July 2023.

On October 17, 2023, the closure of the German Branch of SAES Getters S.p.A. was completed.

Business Outlook

In the coming quarters we expect sales growth to consolidate further, as well as results, which will also benefit from the effects of the very strong financial position.

***

Please note that these figures are taken from the Additional periodic financial information as at September 30, 2023, not subject to audit.

This document, together with the results of the audit check, will be available to the public both in the Company's website (www.saesgetters.com/investor-relations/financial-reports) and in the centralized storage mechanism () within today.

The Officer responsible for the preparation of corporate financial reports 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

SAES Group

A pioneer in the development of getter technology, the company SAES Getters S.p.A., together with its subsidiaries, is a world leader in a variety of scientific and industrial applications that require high vacuum conditions. In more than 80 years of activity, the Group's getter solutions have been supporting technological innovation in the information display and lamp industries, in sophisticated high vacuum systems and in vacuum thermal insulation, in technologies spanning from large vacuum power tubes to miniaturized devices such as silicon-based microelectronic and micromechanical systems (MEMS).

Starting from 2004, by leveraging the core competencies in special metallurgy and in the materials science, the SAES Group has expanded its business into the advanced material markets, in particular the market of shape memory alloys, a family of materials characterized by super elasticity and by the property of assuming predefined forms when subjected to heat treatment. These special alloys, initially mainly used in the biomedical sector, are also perfectly suited to the realization of actuator devices for the industrial sector (domotics, white goods industry, consumer electronics, healthcare, automotive and luxury sector).

20 Net of the amount of \$15 million that will be deposited as escrow.

More recently, SAES has expanded its business by developing a technological platform that integrates getter materials in a polymeric matrix. These products, initially developed for OLED displays, are currently used in new application sectors, among which optoelectronics, advanced photonics, telecommunications (5G) and mobile phones above all.

Among the most recent applications of the Group, the advanced packaging is a significantly strategic one, in which SAES is offering a range of new products for the food sustainable packaging and competes with recyclable and compostable solutions.

Finally, please note the recent establishment of the new unit dedicated to consumer innovation, called B!POD, created with the aim of developing and marketing sustainable products and solutions and of combating food waste.

A total production capacity distributed in eleven facilities, a worldwide-based sale & technical service network, more than 1,200 employees allow the Group to combine multi-cultural skills and experiences and to be a truly global enterprise.

SAES Group's headquarters are based in Milan.

SAES Getters S.p.A. is listed on the Italian Stock Exchange Market, Euronext STAR segment, since 1986.

More information on the SAES Group is available in the website www.saesgroup.com.

Contacts:

Emanuela Foglia Investor Relations Manager Tel. +39 02 93178 273 E-mail: [email protected]

Corporate Media Relations Close to Media Tel. +39 02 70006237 Enrico Bandini E-mail: [email protected] Marco Gabrieli E-mail: [email protected] Giulia Mori E-mail: [email protected]

SAES Industrial Division
Getters & Dispensers and telecommunications markets) 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
Sintered Materials solid-state components and lasers Dispensable cathodes for electronic tubes and devices for thermal dissipation in
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 research and in particle accelerators Getter pumps for vacuum systems that find application in the industrial sector, in
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
Consolidated revenue by Geographic Location of Customer
Thousands of euros
Geographic Area
3Q 2023 3Q 2022
Italy 1,034 1,032
European countries 9,533 10,326
North America 9,503 9,553

Consolidated revenue by Geographic Location of Customer

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
Consolidated revenue by Geographic Location of Customer
Thousands of euros
Italy 1,034 1,032
European countries 9,533 10,326
North America 9,503 9,553
Japan 1,148 1,610
South Korea 861 366
China 9,472 9,127
Rest of Asia 1,174 1,468
Rest of the World 305 311
Consolidated revenue 33,030 33,793

Consolidated Statement of profit or loss

SAES Group – Press Release
Consolidated Statement of profit or loss
Thousands of euros
3Q 2023 3Q 2022
Revenue 33,030 33,793
Cost of sales (20,844) (20,368)
Gross profit 12,186 13,425
Research & development expenses (2,803) (2,543)
Selling expenses
General & administrative expenses
(4,270) (5,232)
Impairment losses on trade receivables (7,471)
4
(6,483)
69
Total operating costs (14,540) (14,189)
Other income 22 37
Other expenses (150) (180)
Operating profit (loss) (2,482) (907)
Financial income 1,821 581
Financial expense (816) (3,741)
Impairment losses on loan assets and other financial assets (613) (158)
Share of profit (loss) of equity-accounted investees (200) 0
Exchange gains 381 465
Exchange losses (625) (617)
Pre-tax profit (loss) (2,534) (4,377)
Income taxes
Profit (loss) from continuing operations
137
(2,397)
291
(4,086)
Profit from discontinued operations (10,487) 7,893
Profit (loss) for the period (12,884) 3,807
attributable to:
- the owners of the parent (12,884) 3,807
- non-controlling interests 0 0
Consolidated Statement of comprehensive income
Thousands of euros
3Q 2023 3Q 2022
Profit (loss) from continuing operations (2,397) (4,086)
Exchange differences from translation of financial statements in foreign currencies 990 1,406
Total other comprehensive income which are or may be subsequently reclassified to profit or loss 990 1,406
Net fair value losses on investments in other companies (19) 0
Income taxes 0 0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss (19) 0

Consolidated Statement of comprehensive income

(200)
381
(625)
137
(10,487)
(12,884)
(2,397)
990
990
(19)
0
(19)
0
465
(617)
291
7,893
3,807
(4,086)
1,406
1,406
0
0
0
971 1,406
(1,426) (2,680)
(10,487) 7,893
3,299 7,979
3,299 7,979
7,979
15,872
13,192
13,192
0
3,299
(7,188)
(8,614)
(8,614)
0

Consolidated Revenue by Geographic Location of Customer

Thousands of euros of which:
Geographic Area 9M 2023 9M 2022 Change in
consolidation
scope
Italy 3,556 4,483 296
European countries 25,895 30,362 761
North America 29,221 28,858 1,288
Japan 3,585 4,473 0
South Korea 1,573 1,365 0
China 23,077 21,129 22
Rest of Asia 3,621 3,888 0
Rest of the World 560 2,021 0
Consolidated revenue 91,088 96,579 2,367

Consolidated Statement of profit or loss

SAES Group – Press Release
Consolidated Statement of profit or loss
Thousands of euros
9M 2023 9M 2022
Revenue 91,088 96,579
Cost of sales (53,924) (56,321)
Gross profit 37,164 40,258
Research & development expenses
Selling expenses
(8,262) (7,473)
General & administrative expenses (11,781) (12,875)
Impairment losses on trade receivables (25,299)
27
(21,573)
(131)
Total operating costs (45,315) (42,052)
Other income 267 167
Other expenses (614) (549)
Operating profit (loss) (8,498) (2,176)
Financial income 8,451 2,239
Financial expense (5,748) (18,292)
Impairment losses on loan assets and other financial assets (1,406) (433)
Share of profit (loss) of equity-accounted investees (200) 167
Exchange gains 1,122 988
Exchange losses
Pre-tax profit (loss)
(1,475)
(7,754)
(1,575)
(19,082)
Income taxes (1,704) (330)
Profit (loss) from continuing operations (9,458) (19,412)
Profit from discontinued operations 6 23,164
Profit (loss) for the period (9,452) 3,752
attributable to:
- the owners of the parent (9,452) 3,752
- non-controlling interests 0 0
Consolidated Statement of comprehensive income
Thousands of euros
9M 2023 9M 2022
Profit (loss) from continuing operations (9,458) (19,412)
Exchange differences from translation of financial statements in foreign currencies
Total other comprehensive income which are or may be subsequently reclassified to profit or loss
(507)
(507)
3,489
3,489
Net fair value losses on investments in other companies
Income taxes
90
0
(58)
0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss 90 (58)
Other comprehensive income, net of taxes - continuing operations (417) 3,431

Consolidated Statement of comprehensive income

Impairment losses on loan assets and other financial assets (1,406) (433)
Share of profit (loss) of equity-accounted investees (200) 167
Exchange gains 1,122 988
Exchange losses (1,475) (1,575)
Income taxes (1,704) (330)
Profit from discontinued operations 6 23,164
attributable to:
- the owners of the parent (9,452) 3,752
Consolidated Statement of comprehensive income
Thousands of euros
Profit (loss) from continuing operations (9,458) (19,412)
Exchange differences from translation of financial statements in foreign currencies (507) 3,489
Total other comprehensive income which are or may be subsequently reclassified to profit or loss (507) 3,489
Net fair value losses on investments in other companies 90 (58)
Income taxes 0 0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss 90 (58)
Other comprehensive income, net of taxes - continuing operations (417) 3,431
Profit (loss) of the period and other comprehensive income (expense) - continuing operations (9,875) (15,981)
Profit (loss) from discontinued operations 6 23,164
Exchange differences from translation of financial statements in foreign currencies 1,261 17,062
Total other comprehensive income which are o may be subsequently reclassified to profit or loss 1,261 17,062
Other comprehensive income, net of taxes - discontinued operations 1,261 17,062
Profit (loss) of the period and other comprehensive income (expense) - discontinued operations 1,267 40,226
Total profit (loss) of the period and other comprehensive income (expense) (8,608) 24,245
attributable to:
- the owners of the parent (8,608) 24,245
- non-controlling interests 0 0
***

Consolidated Statement of Financial Position

SAES Group – Press Release
Consolidated Statement of Financial Position
Thousands of euros September 30, December 31,
2023 2022
Property, plant and equipment 52,709 92,697
Intangible assets 12,305 14,187
Goodwill 13,564 52,929
Right-of-use assets 2,574 5,481
Other non-current assets 10,094 10,954
Current assets 174,902 274,995
Assets held for sale 147,379 0
Total Assets 413,527 451,243
Equity attributable to the owners of the parent 199,837 264,053
Equity attributable to non-current interests 0
0
Total equity 199,837 264,053
Non-current liabilities 19,539 25,866
Current liabilities 175,713 161,324
Liabilities held for sale 18,438 0
Total equity and liabilities 413,527 451,243

Consolidated statement of cash flows

Consolidated statement of cash flows
Thousands of euros
3Q 2023 3Q 2022
Profit for continuing operations (2,397) (4,086)
Profit from discontinued operations (10,487) 7,893
Income taxes
Depreciation of right-of-use assets
3,155
557
2,389
674
(Reversal of impairment losses) impairment losses on right-of-use assets 0 0
Depreciation of property, plant and equipment 2,348 2,641
(Reversal of impairment losses) impairment losses on property, plant and equipment 0 106
Amortisation of intangible assets
(Reversal of impairment losses) impairment losses on intangible assets
553
0
681
0
Gains (losses) on the disposal of property, plant and equipment and intangible assets 0 0
Accessory costs for the divestiture of the Nitinol business 6,540 0
Net financial (income) expense
Impairment losses on trade receivables
(136)
68
3,418
(69)
Other non-monetary expense (income) 13,409 (26)
Other non-monetary change in post-employment and other benefits 870 1,584
Accrual (utilization) of provisions for risks and charges (9)
14,471
(9)
15,196
Change in operating assets and liabilities 2,629 (4,007)
Payments of post-employment and other benefits (277) (1,973)
Taxes paid
Cash flows generated by operating activities
(3,391)
13,432
(3,613)
5,603
Acquisition of property, plant and equipment (2,354) (4,004)
Acquisition of intangible assets (26) (190)
Proceeds from the disposal of property, plant and equipment and intangible assets 7 43
Purchase of securities
Disinvestments of securities
0
3,693
(1,113)
898
Income from securities, net of management fees 126 364
Consideration paid for the purchase of subsidiaries, net of net cash and cash equivalent acquired 0 0
Nitinol business divestiture - monetary costs (6,540) 0
Investments in joint ventures
Investments in other companies
(200)
(319)
0
(47)
Other financial assets (956) 0
Financial liabilities repaid to (granted by) related parties (227) 0
Financial liabilities repaid to (granted by) third parties (200) (150)
Interest income on financial assets with related parties
Interest and other financial income received
0
1,076
0
(51)
Cash flows generated by (used in) investing activities (5,920) (4,250)
Proceeds from non-current financial liabilities, current portion included 0 0
Repayment of non-current financial liabilities 0 (27)
Interest paid on non-current financial liabilities
Proceeds from current financial liabilities
(28)
86,000
(29)
147,181
Repayment of current financial liabilities (82,408) (136,958)
Interests paid on current financial liabilities (605) (128)
Interest and other financial expense paid (117) (272)
Dividends paid
Other costs paid
0
0
0
2
Repayment of lease liabilities (621) (704)
Interests paid on leases (66) (51)
Purchase of treasury shares and ancillary costs (42,926) 0
Cash flows provided by (used in) financing activities (40,771) 9,014
Increase (decrease) in cash and cash equivalents (33,259) 10,367
Opening cash and cash equivalents 86,274 34,399
Effect of exchange rate changes on cash flows 1,116 2,376
Closing cash and cash equivalents 54,131 47,142

Consolidated statement of cash flows

SAES Group – Press Release
Consolidated statement of cash flows
Thousands of euros
9M 2023 9M 2022
Profit for continuing operations (9,458) (19,412)
Profit from discontinued operations
Income taxes
6
10,886
23,164
9,122
Depreciation of right-of-use assets 1,842 1,946
(Reversal of impairment losses) impairment losses on right-of-use assets 0 0
Depreciation of property, plant and equipment
(Reversal of impairment losses) impairment losses on property, plant and equipment
7,601
0
7,443
334
Amortisation of intangible assets 1,722 1,511
(Reversal of impairment losses) impairment losses on intangible assets 11 0
Gains (losses) on the disposal of property, plant and equipment and intangible assets
Accessory costs for the divestiture of the Nitinol business
78
11,402
0
0
Net financial (income) expense (925) 16,479
Impairment losses on trade receivables 45 131
Other non-monetary expense (income) 15,405 337
Other non-monetary change in post-employment and other benefits
Accrual (utilization) of provisions for risks and charges
3,000
(33)
3,303
(224)
41,582 44,134
Change in operating assets and liabilities (5,205) (15,584)
Payments of post-employment and other benefits
Taxes paid
(837)
(9,560)
(2,056)
(10,192)
Cash flows generated by operating activities 25,980 16,302
Acquisition of property, plant and equipment (6,589) (10,151)
Acquisition of intangible assets
Proceeds from the disposal of property, plant and equipment and intangible assets
(206)
19
(438)
47
Purchase of securities (1,890) (13,900)
Disinvestments of securities 134,905 13,402
Income from securities, net of management fees 949 1,234
Consideration paid for the purchase of subsidiaries, net of net cash and cash equivalent acquired
Nitinol business divestiture - monetary costs
0
(11,402)
(4,287)
0
Investments in joint ventures (200) 0
Investments in other companies (634) (190)
Other financial assets
Financial liabilities repaid to (granted by) related parties
(78,405)
(692)
0
49
Financial liabilities repaid to (granted by) third parties (400) (298)
Interest income on financial assets with related parties 0 1
Interest and other financial income received
Cash flows generated by (used in) investing activities
1,481
36,936
28
(14,503)
Proceeds from non-current financial liabilities, current portion included 0 0
Repayment of non-current financial liabilities (209) (90)
Interest paid on non-current financial liabilities (84) (87)
Proceeds from current financial liabilities
Repayment of current financial liabilities
305,000
(295,643)
398,228
(375,316)
Interests paid on current financial liabilities (1,410) (326)
Interest and other financial expense paid (335) (500)
Dividends paid
Other costs paid
(11,543)
0
(8,530)
(1)
Repayment of lease liabilities (1,954) (1,944)
Interests paid on leases (201) (146)
Purchase of treasury shares and ancillary costs
Cash flows provided by (used in) financing activities
(44,065)
(50,444)
0
11,288
Increase (decrease) in cash and cash equivalents 12,472 13,087
Opening cash and cash equivalents 41,803
(144)
29,286
4,769
Effect of exchange rate changes on cash flows

Actuator Solutions - SAES Group interest (50%)

SAES Group – Press Release
Actuator Solutions - SAES Group interest (50%)
Thousands of euros
September 30, December 31,
Actuator Solutions GmbH 2023 2022
Statement of financial position 50% 50%
Non-current assets 2,883 3,017
Current assets 680 1,174
Total assets 3,563 4,191
Non-current liabilities 4,472 4,578
Current liabilities 345 1,473
Total liabilities 4,817 6,051
Share capital, reserves and retained earnings (1,660) (1,522)
Profit (loss) for the period 406 (338)
Other comprehensive income (expense) 0
0
Total equity (1,254) (1,860)
Actuator Solutions GmbH 9M 2023 9M 2022
Statement of profit or loss 50% 50%
Revenue 1,108 2,231
Cost of sales (455) (1,600)
Gross profit 653 631
Total operating costs (1,031) (1,022)
Other income (expenses) (1) 3
Operating profit (loss) (379) (388)
Interests and other financial income 778 76
Net exchange gains (losses)
Income taxes
4
3
7
4
Non-current assets 2,883 3,017
Current assets 680 1,174
Non-current liabilities 4,472 4,578
Current liabilities 345 1,473
Share capital, reserves and retained earnings (1,660) (1,522)
Profit (loss) for the period 406 (338)
Other comprehensive income (expense) 0 0
Revenue 1,108 2,231
Cost of sales (455) (1,600)
Total operating costs (1,031) (1,022)
Other income (expenses) (1) 3
Operating profit (loss) (379) (388)
Interests and other financial income 778 76
Net exchange gains (losses) 4 7
Income taxes 3 4
Profit (loss) for the period 406 (301)
Flexterra - SAES Group interest
Thousands of euros
September 30, December 31,
Flexterra 2023 2022
Statement of financial position 47.10% 46.84%
Non-current assets 4,654 5,068
Current assets 375 420
Total assets 5,029 5,488
Non-current liabilities 0 0
Current liabilities 3,807 3,158
Total liabilities 3,807 3,158
Share capital, reserves and retained earnings 2,157 3,577
Reserve for stock option plans 173 173

Flexterra - SAES Group interest

Revenue 1,108 2,231
Cost of sales (455) (1,600)
Total operating costs (1,031) (1,022)
Other income (expenses) (1) 3
Interests and other financial income 778 76
Net exchange gains (losses) 4 7
Income taxes 3 4
Flexterra - SAES Group interest
Thousands of euros
Flexterra September 30,
2023
December 31,
2022
Statement of financial position 47.10% 46.84%
Non-current assets 4,654 5,068
Current assets 375 420
Total assets 5,029 5,488
Non-current liabilities 0 0
Current liabilities 3,807 3,158
Total liabilities 3,807 3,158
Share capital, reserves and retained earnings 2,157 3,577
Reserve for stock option plans 173 173
Profit (loss) for the period (1,247) (1,926)
Other comprehensive income (expense) (*) 139
506
Total equity 1,222 2,330
(*) Currency translation differences arising from the conversion in euro of the financial statements of Flexterra, Inc. and
of Flexterra Taiwan Co., Ltd.
SAES Group – Press Release
Flexterra 9M 2023 9M 2022
Statement of profit or loss 47.10% (**) 46.84%
Revenue 2 0
Cost of sales (1) 0
Gross profit 1 0
Total operating costs (938) (1,049)
Other income (expenses) 0 0
Operating profit (loss) (937) (1,049)
Interests and other financial income (175) (149)
Net exchange gains (losses) (148) (393)
Income taxes 13 13
Profit (loss) for the period (1,247) (1,578)
Exchange
differences
from
translation
of
financial
statements in foreign currencies
139 838
Total
profit
(loss)
for
the
period
and
other
comprehensive income (expense) (1,108) (740)
(**) % of ownership increased from 46.84% to 47.10% starting from January 2023.
Total statement of profit or loss of the Group
Thousands of euros 9M 2023
Statement of profit or loss 50% Actuator Solutions GmbH Intragroup eliminations & 47.10% Flexterra Intragroup eliminations & Total profit or loss
other adjustments other adjustments of the Group
Revenue 91,088 1,108 (102) 2 92,096
Cost of sales
Gross profit
(53,924)
37,164
(455)
653
102
0
(1)
1
0 (54,278)
37,818
% on revenue 40.8% 41.1%
Total operating costs (45,315) (1,031) (938) 57 (47,227)
Other income (expense)
Operating profit (loss)
(347)
(8,498)
(1)
(379)
0 0
(937)
57 (348)
(9,757)
-9.3% -10.6%
% on revenue

Total statement of profit or loss of the Group

Revenue 2 0
Cost of sales (1) 0
Total operating costs (938) (1,049)
Other income (expenses) 0 0
Interests and other financial income (175) (149)
Net exchange gains (losses) (148) (393)
Income taxes 13 13
(**) % of ownership increased from 46.84% to 47.10% starting from January 2023.
Total statement of profit or loss of the Group
Thousands of euros 9M 2023
Total profit or loss
Statement of profit or loss 50% Actuator Solutions GmbH Intragroup eliminations &
other adjustments
47.10% Flexterra Intragroup eliminations &
other adjustments
of the Group
Revenue 91,088 1,108 (102) 2 92,096
Cost of sales (53,924) (455) 102 (1) (54,278)
Gross profit 37,164 653 0 1 0 37,818
% on revenue
Total operating costs
40.8%
(45,315)
(1,031) (938) 57 41.1%
(47,227)
Other income (expense) (347) (1) 0 (348)
Operating profit (loss) (8,498) (379) 0 (937) 57 (9,757)
% on revenue -9.3% -10.6%
Financial income (expense) 1,297 778 (751) (175) 363 1,512
Share of profit (loss) of equity-accounted investees (200) 200 0 0
Exchange gains (losses) (353) 4 (148) (497)
Pre-tax profit (loss)
Income taxes
(7,754)
(1,704)
403
3
(551) (1,260)
13
420 (8,742)
(1,688)
Profit (loss) from continuing operations (9,458) 406 (551) (1,247) 420 (10,430)
Profit (loss) from operating activities held for sale 6 6
Profit (loss) for the period (9,452) 406 (551) (1,247) 420 (10,424)
attributable to:
- the owners of the parent
(9,452) (10,424)

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