Earnings Release • Sep 12, 2023
Earnings Release
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Milan, September 12, 2023
FIRST HALF 2023: INCREASED REVENUES, STABLE GROSS MARGIN AND EBITDA PENALIZED BY NON-RECURRING ITEMS STRONG INCREASE IN PROFIT OF THE PERIOD
The Board of Directors of SAES Getters S.p.A., gathered today in Milan, approved the consolidated results of the first half of 2023 (January 1 – June 30).
"We are very satisfied with the results of the semester, achieved despite the general context of instability – said Eng. Massimo della Porta, President of SAES Getters S.p.A. – In the coming months we expect a Group's performance substantially stable and we confirm that the results of the investigation by the US Antitrust Authority on the transaction for the possible sale of the medical business are expected by the end of the year".
In the first half of 2023 the SAES® Group recorded consolidated revenue equal to €122.3 million, up by 1.7% compared to €120.2 million in the corresponding semester of 2022.
| SAES Group – Press Release | ||||||
|---|---|---|---|---|---|---|
| Thousand of euro (except %) Divions and Businesses |
1H 2023 | 1H 2022 | Total difference (%) |
Organic change (%) |
Exchange rate effect (%) |
Change in consolidation scope (%) |
| Getters & Dispensers | 22,871 | 23,292 | -1.8% | -1.7% | -0.1% | 0.0% |
| Sintered Materials | 4,460 | 5,590 | -20.2% | -21.1% | 0.9% | 0.0% |
| SMA Materials | 9,956 | 6,798 | 46.5% | 45.5% | 1.0% | 0.0% |
| SAES Industrial | 37,287 | 35,680 | 4.5% | 4.2% | 0.3% | 0.0% |
| High Vacuum Solutions SAES High Vacuum |
13,859 13,859 |
13,209 13,209 |
4.9% 4.9% |
-12.8% -12.8% |
-0.2% -0.2% |
17.9% 17.9% |
| Medical Nitinol | 63,350 | 56,522 | 12.1% | 10.8% | 1.3% | 0.0% |
| 63,350 | 56,522 | 12.1% | 10.8% | 1.3% | 0.0% | |
| -34.0% | -34.0% | 0.0% | 0.0% | |||
| SAES Medical Nitinol | -34.0% | 0.0% | 0.0% | |||
| Functional Chemicals | 4,912 | 7,447 | ||||
| SAES Chemicals | 4,912 | 7,447 | -34.0% | |||
| Packaging Solutions | 2,907 | 7,366 | -60.5% | -60.5% | 0.0% | 0.0% |
| SAES Packaging Not Allocated |
2,907 17 |
7,366 8 |
-60.5% 112.5% |
-60.5% 112.5% |
0.0% 0.0% |
0.0% 0.0% |
Excluding the positive exchange rate effect (+0.7% equal to €0.8 million) exclusively due to the appreciation of the US dollar against the euro during the semester, the organic change was positive (+1%, equal to +€1.3 million): the organic growth in the Medical Nitinol Division (+10.8%) together with that in the Industrial Division (+4.2%, mainly driven by SMA Materials sales in the mobile sector) more than offset the organic decrease in the Chemicals Division (-34%) and in the Packaging Division (-60.5%). In the High Vacuum Division, the effect attributable to the change in the scope of consolidation1 (+17.9%, equal to €2.4 million) more than offset the organic decrease (-12.8%) caused by the postponement of some projects and by the postponement of some deliveries to July. Divions and Businesses 2Q 2023 1Q 2023
Finally, please note that the second quarter of 2023 recorded an improvement in the revenue trend compared to the first quarter (+3.4%), thanks to the recovery of the Chemicals Division and higher sales in the High Vacuum Division, beside the positive performance of the Medical Nitinol Division.
| of the US dollar against the euro during the semester, the organic change was positive (+1%, equal to +€1.3 million): the organic growth in the Medical Nitinol Division (+10.8%) together with that in the Industrial Division (+4.2%, mainly driven by SMA Materials sales in the mobile sector) more than offset the organic decrease in the Chemicals Division (-34%) and in the Packaging Division (-60.5%). In the High Vacuum Division, the effect attributable to the change in the scope of consolidation1 more than offset the organic decrease (-12.8%) caused by the postponement of some projects and by the postponement of some deliveries to July. |
(+17.9%, equal to €2.4 million) | ||||
|---|---|---|---|---|---|
| Finally, please note that the second quarter of 2023 recorded an improvement in the revenue trend compared to the first quarter (+3.4%), thanks to the recovery of the Chemicals Division and higher sales in the High Vacuum Division, beside the positive performance of the Medical Nitinol Division. Thousand of euro (except %) |
|||||
| Divions and Businesses | 2Q 2023 | 1Q 2023 | Total difference (%) |
Organic change (%) |
Exchange rate effect (%) |
| Getters & Dispensers | 11,408 | 11,463 | -0.5% | 0.8% | -1.3% |
| Sintered Materials | 2,182 | 2,278 | -4.2% | -2.8% | -1.4% |
| SMA Materials | 4,886 | 5,070 | -3.6% | -2.7% | -0.9% |
| SAES Industrial | 18,476 | 18,811 | -1.8% | -0.6% | -1.2% |
| High Vacuum Solutions | 7,265 | 6,594 | 10.2% | 11.1% | -0.9% |
| SAES High Vacuum | 7,265 | 6,594 | 10.2% | 11.1% | -0.9% |
| Medical Nitinol | 32,139 | 31,211 | 3.0% | 4.5% | -1.5% |
| SAES Medical Nitinol | 32,139 | 31,211 | 3.0% | 4.5% | -1.5% |
| Functional Chemicals | 2,989 | 1,923 | 55.4% | 55.4% | 0.0% |
| SAES Chemicals | 2,989 | 1,923 | 55.4% | 55.4% | 0.0% |
| Packaging Solutions | 1,299 | 1,608 | -19.2% | -19.2% | 0.0% |
| SAES Packaging | 1,299 | 1,608 | -19.2% | -19.2% | 0.0% |
| Not Allocated | 6 | 11 | -45.5% | -45.5% | 0.0% |
| Consolidated revenue | 62,174 | 60,158 | 3.4% | 4.7% | -1.3% |
Comparing the first two quarters of 2023, revenue increased by 3.4%. Net of the penalizing effect of exchange rates (-1.3%, equal to -€0.8 million), the organic change was equal to +4.7% (+€2.8 million), mainly driven by the following Divisions:
1 Sales of SAES RIAL Vacuum S.r.l. related to the period January - May 2023.
On the other hand, the Packaging Division recorded an organic decrease, essentially attributable to the reduction in sale prices, following the general reduction in the cost of raw materials, with the same volumes sold.
Finally, the Industrial Division was stable: the increase in the defense business was offset by the general decrease in all the other sectors.
Including also the share of the revenue of the joint ventures2 , total revenue was equal to €123 million, unchanged compared to the first half of 2022: the higher revenue related to the 100% consolidation of SAES RIAL Vacuum S.r.l. in the first half of 2023 (instead of 49% as in the period January - May 2022) offset the decrease in revenue of the joint venture Actuator Solutions GmbH; however, the latter figure is purely figurative, since the two semesters are not comparable, due to the sale of the last production line of actuators for automotive seat comfort completed at the end of 2022. 1H 2023 1H 2022 Difference
| High Vacuum Division, thanks to the higher sales of pumps for industrial applications and vacuum chambers for particle accelerators. |
|||
|---|---|---|---|
| On the other hand, the Packaging Division recorded an organic decrease, essentially attributable to the | |||
| reduction in sale prices, following the general reduction in the cost of raw materials, with the same volumes | |||
| Finally, the Industrial Division was stable: the increase in the defense business was offset by the general | |||
| Including also the share of the revenue of the joint ventures2 unchanged compared to the first half of 2022: the higher revenue related to the 100% consolidation of SAES |
, total revenue was equal to €123 million, | ||
| RIAL Vacuum S.r.l. in the first half of 2023 (instead of 49% as in the period January - May 2022) offset the decrease in revenue of the joint venture Actuator Solutions GmbH; however, the latter figure is purely figurative, since the two semesters are not comparable, due to the sale of the last production line of actuators for automotive seat comfort completed at the end of 2022. Thousand of euro |
|||
| 1H 2023 | 1H 2022 | Difference | |
| Consolidated revenue | 122,332 | 120,232 | 2,100 |
| 50% revenue of the joint venture Actuator Solutions GmbH | 767 | 1,549 | (782) |
| 49% revenue of the joint venture SAES RIAL Vacuum S.r.l. (*) | 0 1,429 |
(1,429) | |
| Revenue of the joint venture Flexterra (**) Intergroup eliminations |
0 (111) |
0 (164) |
0 53 |
| Other adjustments | 3 | (10) | 13 |
| Total revenue of the Group | 122,991 | 123,036 | (45) |
| () SAES RIAL Vacuum S.r.l. fully consolidated starting from May 25, 2022. (*) The participation of SAES Getters S.p.A. increased from 46.84% to 47.10% starting from January 2023. |
Consolidated gross profit3 was positive and equal to €53.5 million in the first half of 2023, slightly up (+0.5%) compared to €53.2 million in the corresponding period of 2022: the growth in the Medical Nitinol Division was offset by the decrease in the Chemicals Division and in the Packaging Division, penalized by the decrease in sales. All the other Divisions were substantially aligned.
The exchange rate effect was positive and equal to +€0.3 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 of the first half of 2023 (High Vacuum Division) for +€0.6 million. Finally, please note a non-recurring cost of €0.3 million for the departure of a manager from the Parent Company.
Gross profit margin4 was substantially aligned, from 44.3% in the first half of 2022 to 43.7% in the current semester, mainly penalized by the dilutive effect of the line-by-line consolidation method of SAES RIAL Vacuum S.r.l., which has a lower margin than the historical one of the High Vacuum Division.
Consolidated operating profit amounted to €12.4 million (10.1% of consolidated revenue) in the first half of 2023, compared to €20.2 million (16.8% of consolidated revenue) in the corresponding semester of the previous year. Excluding the positive exchange rate effect (+€0.2 million) and the change in the scope of consolidation5 (+€0.1 million), the difference in the operating profit was negative by -€8.1 million, mainly attributable to the increase in general and administrative expenses, also penalized by significant nonrecurring items (€4.9 million of net consultancy costs6 for the potential sale of the medical business, €1.1 million of severance costs and €0.8 million of governance-related costs).
2 Actuator Solutions GmbH (50%) and Flexterra (47.10%).
3 Calculated as the difference between revenue and industrial costs directly and indirectly attributable to the products sold.
4 Calculated as the ratio between gross profit and revenue.
5 Acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. at the end of May 2022.
6 Consulting costs equal to -€7.2 million, net of legal costs for the Second Request charged back to Resonetics (+€2.3 million) as per contractual agreements.
| SAES Group – Press Release SAES Industrial SAES High Vacuum SAES Medical Nitinol SEAS Chemicals SAES Packaging Not Allocated TOTAL 1H 2023 1H 2022 1H 2023 1H 2022 1H 2023 1H 2022 1H 2023 1H 2022 1H 2023 1H 2022 1H 2023 1H 2022 1H 2023 1H 2022 37,287 35,680 13,859 13,209 63,350 56,522 4,912 7,447 2,907 7,366 17 8 122,332 120,232 (19,110) (17,448) (7,494) (6,968) (35,101) (30,817) (4,136) (5,624) (2,850) (6,040) (125) (100) (68,816) (66,997) 18,177 18,232 6,365 6,241 28,249 25,705 776 1,823 57 1,326 (108) (92) 53,516 53,235 % on revenue 48.7% 51.1% 45.9% 47.2% 44.6% 45.5% 15.8% 24.5% 2.0% 18.0% n.s. n.a. 43.7% 44.3% (7,248) (7,171) (3,986) (3,380) (9,978) (4,737) (1,150) (970) (1,609) (1,735) (17,172) (14,996) (41,143) (32,989) 10,929 11,061 2,379 2,861 18,271 20,968 (374) 853 (1,552) (409) (17,280) (15,088) 12,373 20,246 % on revenue 29.3% 31.0% 17.2% 21.7% 28.8% 37.1% -7.6% 11.5% -53.4% -5.6% n.s. n.a. 10.1% 16.8% was equal to €20.1 million (16.4% of consolidated revenue) in the first half of 2023, compared to €27.4 million (22.8% of consolidated revenue) in the first half of 2022. Excluding the positive exchange rate effect (+€0.2 million) and the effect of the change in the scope of consolidation8 (+€0.4 million), |
||||||||
|---|---|---|---|---|---|---|---|---|
| Thousand of euro | ||||||||
| Revenue Cost of sales |
||||||||
| Gross profit | ||||||||
| Operating costs and other income (expenses) | ||||||||
| Operating profit (loss) | ||||||||
| Consolidated EBITDA7 | ||||||||
Consolidated EBITDA7 was equal to €20.1 million (16.4% of consolidated revenue) in the first half of 2023, compared to €27.4 million (22.8% of consolidated revenue) in the first half of 2022. Excluding the positive exchange rate effect (+€0.2 million) and the effect of the change in the scope of consolidation8 (+€0.4 million), as well as non-recurring costs of the semester (severance costs equal to €1.4 million and net consultancy costs related to the possible sale of the medical business equal to €4.9 million, as well as governance-related costs equal to €0.8 million), the negative change in EBITDA was reduced to -€0.9 million, in line with that of the operating profit (organic change again net of non-recurring costs) and mainly attributable to the decrease in the Chemicals Division and in the Packaging Division. 1H 2023 1H 2022 Operating profit (*) 12,373 20,246 101
| 18,177 18,232 6,365 6,241 % on revenue 48.7% 51.1% 45.9% 47.2% |
28,249 25,705 44.6% 45.5% |
776 15.8% |
1,823 57 24.5% 2.0% |
1,326 18.0% |
(108) n.s. |
(92) n.a. |
53,516 43.7% |
53,235 44.3% |
|---|---|---|---|---|---|---|---|---|
| was equal to €20.1 million (16.4% of consolidated revenue) in the first half of 2023, compared to €27.4 million (22.8% of consolidated revenue) in the first half of 2022. Excluding the positive exchange rate effect (+€0.2 million) and the effect of the change in the scope of consolidation8 as well as non-recurring costs of the semester (severance costs equal to €1.4 million and net consultancy costs related to the possible sale of the medical business equal to €4.9 million, as well as governance-related costs equal to €0.8 million), the negative change in EBITDA was reduced to -€0.9 million, in line with that of the operating profit (organic change again net of non-recurring costs) and mainly attributable to the decrease |
(+€0.4 million), | |||||||
| Thousand of euro | of which: | |||||||
| Change in | ||||||||
| 1H 2023 | 1H 2022 | consolidation | ||||||
| Operating profit (*) | 12,373 | 20,246 | scope | 101 | ||||
| Depreciation of property, plant and equipment and amortisation of intangible assets |
(6,422) | (5,632) | (318) | |||||
| Depreciation of right-of-use assets | (1,285) | (1,272) | (28) | |||||
| Impairment losses on property, plant and equipment and intangible assets |
(11) | (228) | 0 | |||||
| 20,091 | 27,378 | 447 | ||||||
| EBITDA (*) % of revenue |
16.4% | 22.8% | 18.9% |
Consolidated profit of the period (first half of 2023) amounted to €3.4 million (2.8% of consolidated revenue) compared to a slightly negative result (-€0.1 million) in the first half of 2022. Also in this case, the result for the current semester was penalized by the aforementioned non-recurring operating costs, for a total of - €7.1 million and by the negative fair value of the contingent derivative contract signed in relation to the possible sale of the medical business (-€1.9 million); instead, the result of the previous period was penalized by the reduction in the value of the securities portfolio, due to international tensions and uncertainties.
The consolidated net financial position was positive and equal to €50.9 million as at June 30, 2023. The worsening compared to the end of March 2023 (positive net financial position equal to €64 million), was mainly due to the payment of dividends (-€11.5 million), as well as to the costs incurred for the launch of the partial public purchase offer on savings shares (-€1.1 million) and to the capex for the period (-€2 million).
For further details, please refer to the following sections of this press release.
Significant events occurred in the first half of 2023
7 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 is calculated as "Pre-tax profit (loss) for the year, net of exchange differences, share of the profit (loss) of equity-accounted investees, net financial expenses, as well as impairment losses on property, plant and equipment and intangible assets and amortization/depreciation".
8 Acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. at the end of May 2022.
At the beginning of January 2023, the Parent Company had its shareholding in Flexterra, Inc. increased from 46.84% to 47.10%, following the repurchase by the joint venture of the shares previously held by a small individual shareholder, at a symbolic price of one dollar.
On January 9, 2023, the SAES Group signed a binding agreement with the U.S. company Resonetics for the sale of the Nitinol business and, in particular, of the U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc. At the end of March 2023, SAES, together with Resonetics, received a request for additional information from the Federal Trade Commission (FTC). The procedure, known as a "Second Request" under the Hart Scott-Rodino Antirtrust Improvements Act, extends the waiting period before the parties can possibly close the transaction up to 30 days after SAES Getters and Resonetics (and some of their affiliates) have complied with the supplemental information request. SAES Getters and Resonetics are actively cooperating with the US Antitrust Authority in providing all requested information and the outcome of the authorization procedures by the FTC is expected in the fourth quarter of 2023. For further details and updates, please refer to the dedicated section entitled "Binding agreement for the sale of the U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc." in this press release.
In mid-January 2023, SAES Coated Films S.p.A. started an ordinary redundancy fund program lasting thirteen weeks and involving almost all its employees. After that period, the program wasn't further renewed.
With regard to the investment finalized in the venture capital fund EUREKA!, on January 16, 2023 a payment of €0.1 million was made, including both the share of the fund's costs and the share for the continuation of the investment in the companies Caracol S.r.l. and Inta System S.r.l., innovative start-ups operating respectively in the additive manufacturing and in the lab-on-chip production for rapid fluid analysis. On March 27, 2023, a further payment of €0.2 million was made, including the share of the fund's costs, the share for the continuation of the investment in the company Fleep Technologies S.r.l. (an innovative start-up operating in the printed electronics sector) as well as the new investments in the companies Planckian and I-Tes (operating respectively in the quantum technology and in the energy storage).
Please note that, at the end of January 2023, SAES Getters S.p.A. paid the first tranche, equal to \$0.3 million of the additional convertible loan to Flexterra, approved on December 7, 2022. The second tranche, of an equal amount, was paid on June 1, 2023, following the positive evaluation by SAES of an updated business plan of the joint venture. The financial receivable corresponding to the first tranche was written down without any negative effect in the income statement of the current period, as a provision for risks and charges against the SAES Group's irrevocable commitment to the loan had already been recorded as at December 31, 2022. The write-down of the financial receivable corresponding to the second tranche generated a financial charge in the income statement as at June 30, 2023.
At the beginning of February 2023, Memry Corporation repaid early the loan granted by the State of CT (debt amounting to €0.2 million as at December 31, 2022).
On February 1, 2023, following the resignation submitted by the Director Adriano De Maio as a member of the Remuneration and Appointments Committee, the Board of Directors appointed Alessandra della Porta as a member of the Committee to replace the Director De Maio.
On February 22, 2023, SAES Getters S.p.A. obtained the extension to December 31, 2023 of the revolving cash credit facility amounting to €30 million, signed with Unicredit S.p.A. on March 6, 2020, and with an original maturity on March 6, 2023.
On March 6, 2023, the Independent Director Luciana Sara Rovelli submitted her resignation due to significant discrepancies regarding the strategic vision of the Company. Therefore, as of March 6, 2023, Luciana Rovelli ceased to hold all the positions assigned to her, and specifically: Chairman of the Remuneration and Appointments Committee; Member of the Control and Risk and Sustainability Committee; Chairman of the Supervisory Board, as well as Member of the Related Party Transactions Committee.
On March 7, 2023, the Board of Directors appointed, in place of Luciana Rovelli, the Director Stefano Proverbio, an Independent Director, as member of the Remuneration and Appointments Committee, conferring him the role of Chairman, and as Chairman of the Supervisory Board, of which he is already a member. On April 28, 2023, the Ordinary Shareholders' Meeting confirmed the appointment of Dr. Maria Pia Maspes as Independent Director, who joined the Board of Directors on March 29, 2023 by cooptation, pursuant to Article 2386 of the Civil Code. In addition, the Board of March 29, 2023 had appointed the Independent Director Maria Pia Maspes as a Member of the Audit and Risk and Sustainability Committee, of the Related Party Transactions Committee and of the Supervisory Board.
On March 17, 2023, the liquidation process of the Korean subsidiary SAES Getters Korea Corporation was completed with the return of the remaining cash to the Parent Company.
On March 29, 2023, upon authorization by the Board of Directors of SAES Getters S.p.A., SAES Nitinol S.r.l. resolved to waive the residual portion of the interest accrued until December 31, 2022 on the loans granted to the joint venture Actuator Solutions GmbH, amounting to €1.6 million9 , to ensure its business continuity and to accelerate the reconstruction of its equity. The aforementioned waiver, completed in April, has no effect on the consolidated financial statements, as the financial receivable related to the interest-bearing loan (both principal and interest) had already been fully written-off as at December 31, 2022, as it was deemed unlikely to be recoverable. The same Board of Directors also resolved to maintain the current interest rate on the same loan at 2%.
In mid-April 2023, the RedZone® project, an "on-call" acceleration program dedicated to Italian and foreign start-ups operating in the field of advanced materials, started its actual operations with the entry of the first start-up into the program. This is Mimotype Technologies, a German company that, inspired by luminous jellyfish, is developing a technology for the emission of light using biodegradable and biocompatible materials for OLED applications. Starting from May 2023, SAES has offered Mimotype its facilities, laboratories and know-how to enable it to accelerate its application development program. In June 2023, a second company joined the acceleration programme, Vortex S.r.l. - Benefit Corporation, an Italian start-up making cosmetic products from food waste materials.
Following the success of the first call, the second RedZone call opened on June 12, 2023, again aimed at innovative start-ups operating in the field of advanced sustainable materials. The selected start-ups will have access to the Parent Company's Lainate laboratories, to a support in their marketing activities, as well as to the SAES network, and will benefit from the allocation of a financial contribution. SAES will also have the opportunity to participate in the share capital of the start-ups, subscribing a stake up to a maximum of 15% of their share capital. The aim of SAES, through RedZone, is to develop and increase innovation in the field of advanced functional materials, supporting start-ups in the role of industrial partner.
On April 26, 2023, the Board of Directors of SAES Getters S.p.A. approved the guidelines of a single transaction comprising a voluntary partial tender offer for savings shares (VTO) and the mandatory conversion of savings shares into ordinary shares (Mandatory Conversion).
With reference to the VTO, SAES acquires no. 1,364,721 savings shares (equal to about 6.2% of the share capital and to about 18.5% of savings shares) at a cash price of €29.31 per savings share (ex 2022 dividend) for a total amount of €40 million. If the number of savings shares tendered to the VTO be higher than the no. 1,364,721 ones subject to the offer, the allocation is made according to the "pro-rata" method; instead, if the number of savings shares tendered to the VTO is lower than the number of savings shares subject to the
9 In addition to the share of interest, equal to €0.8 million, already waived by SAES Nitinol S.r.l.in the previous years.
VTO, the VTO is ineffective. Please note that SAES had already the financial resources necessary for the completion of the tender offer.
With reference to the Mandatory Conversion, the conversion ratio is equal to no. 1 ordinary share for every no. 1 savings share. The Mandatory Conversion is carried out through the utilization of the Company's treasury ordinary shares up to a total of no. 3,900,000 ordinary shares currently in the Company's portfolio, and, for the difference, through the issuance, without increasing the share capital, of a maximum of no. 2,113,898 new ordinary shares by the Company.
The VTO and the use of treasury ordinary shares for the conversion were approved by the Ordinary Shareholders' Meeting of SAES Getters on May 31, 2023. On the same date, the Shareholders' Meeting, convened in an extraordinary session, approved the cancellation of the VTO savings shares and the mandatory conversion of the still outstanding savings shares into ordinary shares, through the utilization of the treasury shares in its portfolio and, for the difference, through the issuance of new ordinary shares, and it resolved to authorize the Board of Directors to dispose of the treasury shares acquired as a consequence of the exercise of the right of withdrawal. On the same date, the Special Meeting of Savings Shareholders resolved to approve, to the extent of its competence, the resolutions passed by the Extraordinary Shareholders' Meeting of the Company concerning the mandatory conversion of the savings shares into ordinary shares and the related amendments to the Articles of Association.
With regard to the right of withdrawal, the subscription period ended on June 23, 2023. This right was exercised only by one shareholder, in respect of one savings share, that will be purchased by the Company at a price of €21.46 at the end of the VTO and, after its conversion, will be subject to disposal, for a price not lower than the market price at the time of the execution of the transaction reduced up to 10%.
The transaction aims at improving and simplifying the capital structure of SAES Getters S.p.A., at rationalizing the financial instruments issued by the Company, at increasing the liquidity and the free float of the ordinary shares, as well as at homogenizing the rights of all shareholders.
The acceptance period for the VTO was set from July 11, 2023 to July 31, 2023 (inclusive), with the payment date on August 4, 2023 (the fourth trading day following the end of the acceptance period).
On April 28, 2023 the Ordinary Shareholders' Meeting resolved to appoint Dr. Silvia Olivotto as Alternate Auditor (the name was proposed by the majority shareholder S.G.G. Holding S.p.A.) for the purpose of integrating the Board of Statutory Auditors, following the resignation submitted by the Alternate Auditor Avv. Mara Luisa Sartori effective from June 1, 2022.
On the same date, the Special Meeting of Savings Shareholders appointed Mr. Dario Trevisan (the name was proposed by shareholder Andreas Lechner) as Common Representative of Savings Shareholders for the three-year period 2023-2025, being the mandate of the current representative, Mr. Massimiliano Perletti, in office for the three-year period 2020-2022, expired.
On April 28, 2023 the Board of Directors of SAES Getters S.p.A. resolved to subscribe a second amendment of the convertible loan granted to the German company Rapitag GmbH (Munich). In particular, the contractual amendment provided for the payment of two additional tranches of the financing, the first of which (amounting to €0.2 million) not subject to any milestone and paid on May 3, 2023; the second one (amounting to €0.1 million), subject to the achievement of specific commercial and/or financing objectives, was not paid following the failure to meet these targets. The financial receivable corresponding to the first tranche, equal to €0.2 million, was written down because it was deemed unlikely to be recoverable.
Finally, please note that the maturity date of the loan has been extended by one year (that means until December 31, 2026) and that the period envisaged for the conversion of the loan into Rapitag shares by SAES has been extended until April 13, 2025 (instead of July 1, 2024).
A further and third amendment to the convertible loan granted to Rapitag GmbH was signed on June 30, 2023. The new agreement provides for the payment of an amount of €0.2 million, aimed at guaranteeing the continuation of the German start-up's development activities, pending the realization of some important business opportunities. The loan was paid on July 4, 2023, albeit on June 30, the Group's irrevocable commitment was accounted for as an onerous contract, through the recognition of a short-term risk provision, with a financial cost as a counterpart.
Following the expiry of the revolving credit line worth €30 million signed with Intesa Sanpaolo S.p.A. in April 2020, on May 29, 2023, a similar credit line was opened for the same amount, expiring on July 31, 2024. The contract envisages the payment of interest indexed to the one/three-month Euribor rate, increased by a spread of 1.20% and a single financial covenant (ratio consolidated net financial position/consolidated EBITDA lower than 1) subject to half-yearly verification.
In order to reduce the Group's exposure to financial market volatility, all securities in the portfolio were sold during the first half of the year, with the exception of the two Credit Link Certificates (CLCs) maturing respectively at the beginning of 2024 and in June 2026, and of a residual portion of the Branch III of the Cardif Policy (residual value equal to €3.7 million at June 30, 2023) that was cleared in the first half of July 2023.
| SAES Industrial Division | |||||
|---|---|---|---|---|---|
| Consolidated revenue of the Industrial Division amounted to €37.3 million in the first half of 2023, | |||||
| up by 4.5% compared to €35.7 million in the corresponding semester of 2022. The trend of the euro against the main foreign currencies led to a positive exchange rate effect of +0.3%, net of which |
|||||
| revenue organically increased by 4.2%. | |||||
| The organic increase was driven by the SMA Materials sector (+45.5%, equal to €3.1 million, mainly | |||||
| thanks to the mobile & portable sector and, to a lesser extent, to that of automotive applications). | |||||
| With regard to the Getters & Dispensers business, please note the excellent performance in the | |||||
| defense business, but also the decrease in the sales of getters for medical diagnostics and the | |||||
| physiological decrease in more traditional segments, especially lamps. The Sintered Materials | |||||
| segment decreased, penalized by lower orders for thermal dissipation components for high-power | |||||
| laser applications. | |||||
| Thousand of euro (except %) Divions and Businesses |
1H 2023 | 1H 2022 | Total difference (%) |
Organic change (%) |
Exchange rate effect (%) |
| Getters & Dispensers | 22,871 | 23,292 | -1.8% | -1.7% | -0.1% |
| Sintered Materials SMA Materials |
4,460 9,956 |
5,590 6,798 |
-20.2% 46.5% |
-21.1% 45.5% |
0.9% 1.0% |
Gross profit of the Industrial Division amounted to €18.2 million in the first half of 2023, unchanged compared to the first half of 2022. However, please note that the figure of the current semester was penalized by a severance cost equal to €0.3 million, net of which the gross profit would have increased by 1.2%. The Division's overall gross margin slightly fell from 51.1% to 48.7%. Both in absolute terms and in terms of margins, the increase in the SMA Materials sector, driven by the sales in the mobile sector, was offset by the decrease in the Getters & Dispensers and Sintered Materials businesses, which suffered from lower revenue and lower economies of scale.
Operating profit of the Industrial Division amounted to €10.9 million, substantially in line with €11.1 million in the first half of 2022.
Consolidated revenue of the High Vacuum Division was equal to €13.9 million in the first half of 2023, up by 4.9% compared to €13.2 million recorded in the corresponding half of 2022. The effect of exchange rates was practically irrelevant (-0.2%), while the increase related to the consolidation of SAES RIAL Vacuum S.r.l. with the line-by-line method (+17.9%, equal to €2.4 million) more than offset the organic decrease (-12.8%, equal to -€1.7 million) caused by lower revenue from vacuum pumps for the order of the RFX Consortium of Padua, active in experimental nuclear fusion. Finally,
| SAES Group – Press Release | ||||||
|---|---|---|---|---|---|---|
| please note that in the first half of 2023 revenue was penalized by the postponement of some | ||||||
| projects and by some monochromator deliveries that were postponed after June 30. | ||||||
| Thousand of euro (except %) | ||||||
| Total | Organic | Exchange rate | Change in | |||
| Divions and Businesses | 1H 2023 | 1H 2022 | difference (%) |
change (%) |
effect (%) |
consolidation scope |
| High Vacuum Solutions | 13,859 | 13,209 | 4.9% | -12.8% | -0.2% | (%) 17.9% |
Gross profit of the High Vacuum Division was equal to €6.4 million in the first half of 2023, up by 2% compared to €6.2 million in the corresponding period of 2022: the increase was exclusively due to the change in the scope of consolidation (acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. at the end of May 2022), whose effect was equal to +€0.6 million. However, this change in the scope of consolidation negatively affected the gross margin (from 47.2% to 45.9%), which was penalized by the fact that SAES RIAL Vacuum S.r.l. has lower margins than those historically recorded by the High Vacuum Division; excluding the perimeter effect, the gross margin would have been equal to 49.8%.
| Vacuum S.r.l. at the end of May 2022), whose effect was equal to +€0.6 million. However, this change in the scope of consolidation negatively affected the gross margin (from 47.2% to 45.9%), which was penalized by the fact that SAES RIAL Vacuum S.r.l. has lower margins than those historically recorded by the High Vacuum Division; excluding the perimeter effect, the gross margin would have been equal to 49.8%. |
||||||
|---|---|---|---|---|---|---|
| Operating profit of the High Vacuum Division was equal to €2.4 million, compared to €2.9 million in the first half of 2022. |
||||||
| SAES Medical Nitinol Division | ||||||
| Consolidated revenue of the Medical Nitinol Division amounted to €63.4 million, up by 12.1% compared to €56.5 million in the corresponding period of 2022. Net of the positive exchange rate effect (+1.3%), sales organically increased by 10.8% (+€6.1 million), with the second quarter further strengthening compared to the first one, thanks to the favorable trend in the US medical market for minimally invasive surgery applications. Thousand of euro (except %) |
||||||
| Divions and Businesses | 1H 2023 | 1H 2022 | Total difference (%) |
Organic change (%) |
Exchange rate effect (%) |
|
| Medical Nitinol | 63,350 | 56,522 | 12.1% | 10.8% | 1.3% | |
| SAES Medical Nitinol | 63,350 | 56,522 | 12.1% | 10.8% | 1.3% | |
| Gross profit of the Medical Nitinol Division was equal to €28.2 million in the first half of 2023, up by 9.9% compared to €25.7 million in the corresponding period of 2022, while the gross decreased (from 45.5% to 44.6%), despite the increase in sales, penalized by a different product |
margin | slightly |
Gross profit of the Medical Nitinol Division was equal to €28.2 million in the first half of 2023, up by 9.9% compared to €25.7 million in the corresponding period of 2022, while the gross margin slightly decreased (from 45.5% to 44.6%), despite the increase in sales, penalized by a different product mix, with a higher absorption of raw materials.
Operating profit of the Medical Nitinol Division amounted to €18.3 million, compared to €21 million in the first half of 2022.
Consolidated revenue of the Chemicals Division amounted to €4.9 million, compared to €7.4 million in the corresponding period of 2022. There is no exchange rate effect, as sales were exclusively denominated in euro.
The decrease was substantially due to the slowdown in the consumer electronics market, the main outlet market for the products of this Division, in continuity with the latter part of 2022. In addition, please note the postponement of some deliveries after June 30, 2023.
| Thousand of euro (except %) | ||
|---|---|---|
| ----------------------------- | -- | -- |
| SAES Group – Press Release | |||||
|---|---|---|---|---|---|
| Thousand of euro (except %) | |||||
| Divions and Businesses | 1H 2023 | 1H 2022 | Total difference |
Organic change |
Exchange rate effect |
| (%) | (%) | (%) | |||
| Functional Chemicals | 4,912 | 7,447 | -34.0% | -34.0% | 0.0% |
Gross profit of the Chemicals Division amounted to €0.8 million in the first half of 2023, compared to €1.8 million in the corresponding period of 2022, while the gross profit margin decreased from 24.5% to 15.8%: both indicators were penalized by lower sales volumes, as well as by a production unsaturation in the first months of the current year.
Operating profit of the Chemicals Division was negative for -€0.4 million, compared to a positive figure of +€0.9 million in the first half of 2022.
| SAES Packaging Division | |||||
|---|---|---|---|---|---|
| Consolidated revenue of the Packaging Division amounted to €2.9 million, compared to €7.4 million in the corresponding period of 2022. Sales were exclusively denominated in euro. |
|||||
| The decrease was essentially due to three main factors: | |||||
| - contraction in consumption due to the inflation crisis, with negative repercussions on the converting segment and on the entire packaging supply chain; |
|||||
| - 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. | |||||
| Thousand of euro (except %) Divions and Businesses |
1H 2023 | 1H 2022 | Total difference (%) |
Organic change (%) |
Exchange rate effect (%) |
| Packaging Solutions | 2,907 | 7,366 | -60.5% | -60.5% | 0.0% |
Gross profit of the Packaging Division was at break-even (€57 thousand), compared to €1.3 million in the first half of 2022, while the gross profit margin decreased from 18% to 2%: both indicators were penalized by the drastic decrease in sales, attributable to the crisis that is affecting the entire packaging chain, due to inflation and the consequent contraction in consumption, as well as to the increased competitive pressure on more traditional products.
Operating profit of the Packaging Division was negative for €1.6 million, compared to a still negative figure of -€0.4 million in the first half of 2022.
Not Allocated consolidated revenue amounted to €17 thousand in the first half of 2023 (€8 thousand as at June, 30) and referred exclusively to the initial sales related to the B!POD® project, developed by the SAES Design House, whose first product launch was at the end of April 2022 and new product launches are expected within the end of the current year.
| SAES Group – Press Release |
|---|
| Thousand of euro (except %) |
| Total Organic Exchange rate Divions and Businesses 1H 2023 1H 2022 difference change effect |
| (%) (%) (%) Not Allocated 17 8 112.5% 112.5% |
| 0.0% |
Not Allocated operating profit was negative for -€17.3 million, compared to a still negative amount equal to -€15.1 million in the first half of 2022.
***
Consolidated operating expenses were equal to €41 million (33.5% of consolidated revenue), compared to €32.8 million (27.3% of consolidated revenue) in the corresponding half of 2022. Excluding the exchange rate effect (that increased operating expenses by +€0.1 million), the effect related to the change in the scope of consolidation10 (+€0.5 million) as well as non-recurring costs that penalized 2023 (net consultancy costs for the potential sale of the medical business, equal to -€4.9 million and severance costs, equal to -€1.1 million, as well as governance-related costs of -€0.8 million, all recorded in the general and administrative expenses), operating expenses increased by €0.8 million. The increase was mainly concentrated in the research and development expenses (higher personnel costs both for an increase in personnel, especially of the Parent Company, and for normal salary increases, as well as costs related to the RedZone incubator, both for its promotion and for contributions to the selected start-ups) and, to a lesser extent, in the general and administrative expenses (higher provision for the phantom shares plan of the Executive Directors related to the appreciation of the value of SAES shares). Instead, selling expenses, again net of the foreign exchange and perimeter effects, were substantially unchanged (the higher bonuses linked to the improvement in the performance of the US companies and the higher commissions on the sales of SMA wire, as well as the higher travel costs due to the recovery of the business and to the inflation were offset by lower marketing and consultancy costs for the B!POD project, after its launch in the first half of 2022, and by lower transport costs due to the decrease in volumes in the Packaging Division).
The balance of other income and expenses was negative and equal to -€0.2 million in the first half of 2023, unchanged compared to the corresponding period of the previous year. Please note that the amount for the first half of 2023 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 €30 thousand, for donations made to support Emilia-Romagna. Instead, in the previous period, please note the cost, equal to €0.1 million, for donations made to support Ukraine.
The balance of financial income and expenses was positive and equal to +€1.6 million, compared to a negative balance equal to -€13 million in the corresponding period of 2022. The positive change was mainly attributable to the result of the securities management (positive and equal to +€2.7 million in the current semester, compared to a loss of -€13.1 million in the corresponding period of the previous year, caused by international tensions on the financial markets also following the crisis in Ukraine), as well as the interest income accrued on fixed-term deposits in which the Group's liquidity was invested, after the almost total disposal of the securities in the portfolio.
This positive change was partially offset by higher interest expense, mainly attributable to the increase in interest rates, as well as by the cost for the accounting of the onerous contract related to the Group's
10 Acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. at the end of May 2022.
irrevocable commitment to pay the start-up Rapitag GmbH an additional convertible loan of €0.2 million. In addition, the first half of 2022 benefited from an income of €0.3 million deriving from the revaluation at fair value of the investment in SAES RIAL Vacuum S.r.l. prior to the purchase of its 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 -€0.8 million, compared to -€0.3 million in the corresponding period of 2022. The increase was mainly attributable to the write-down of the additional convertible loan paid to the joint venture Flexterra, Inc. on June 1, 2023 (-€0.2 million), as well as that of the convertible loan paid to Rapitag GmbH at the beginning of May 2023 (-€0.2 million). Finally, the amounts of both periods included the write-downs of receivables related to financial interest accrued on loans granted by the Group both to the joint venture Actuator Solutions GmbH and to Flexterra, Inc. as they were judged difficult to recover, based on the available information.
The share of profit (loss) of equity-accounted investees was nil in the first half of 2023, compared with a positive figure of +€0.2 million in the corresponding period of 2022, exclusively attributable to the joint venture SAES RIAL Vacuum S.r.l. and referred to the period January 1 - May 25, 2022 (the closing date of the acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. by the SAES Group). Please note that the portion of the result achieved by the joint ventures Actuator Solutions GmbH and Flexterra. Inc. was not recognized by the Group: in the former case, despite a positive result, because the joint venture's equity was still negative; in the latter case because, despite the loss of the period, the SAES's stake in Flexterra was already completely zeroed.
The exchange rate income and losses recorded a negative net balance of -€2 million in the first half of 2023, compared to a negative balance of -€0.5 million in the first half of 2022. The negative change was attributable to the fair value of the contingent contract derivative (notional value equal to \$415 million and fair value equal to -€1.9 million at June 30, 2023) signed in February 2023 with the aim of preserving the collection in dollars expected for the possible sale of the US subsidiaries Memry Corporation and SAES Smart Materials, Inc.. Please note that the last possible date to exercise the derivative is January 8, 2024 (Long Stop Date). The punctual forward exchange rate within the relevant contractual range will be determined on the basis of the effective date of the possible approval by the US Antitrust Authority and, if within the Long Stop Date the latter expresses a negative opinion on the completion of the sale transaction, the entire derivative contract would lapse, without producing any effect on the Group's financial statements. Finally, in the first half of 2023, please note the income of €0.1 million, related to the release to the income statement of the conversion reserve of SAES Getters Korea Corporation, following the liquidation of the Korean subsidiary. The figure of the first half of 2022 was mainly due to losses on forward contracts entered into to hedge commercial transactions in dollars in 2022 (both realized losses and deriving from the fair value evaluation of such contracts).
Income taxes were equal to €7.7 million in the first half of 2023, compared to €6.7 million in the corresponding period of 2022 and they mainly included taxes of the manufacturing companies in the US. The increase, in addition to the change in scope of consolidation due to the line-by-line consolidation of SAES RIAL Vacuum S.r.l. starting from the end of May 2022, was a consequence of the higher taxable income achieved by SAES Investments S.A., which had instead ended the first half of 2022 with a large tax loss caused by the negative performance of the securities portfolio held by the company, as a result of the crisis in Ukraine and of its related international tensions. Finally, please note that taxes for the first half of 2023 included a cost of €0.3 million related to the cancellation of the Parent Company's tax credits for withholding taxes abroad, whose terms were expired.
The Group's tax rate went from 100.8% to 69.3%: also in this case, the improvement was due to SAES Investments S.A. that ended the first half of 2023 with a positive taxable income, against the aforementioned 2022 tax loss, in relation to which deferred tax assets had not been prudentially recognized.
Please note that the tax return for the year 2018 of SAES Getters S.p.A. was subject to an assessment by the Revenue Agency, following which, on June 9, 2023, the Company was notified of an Assessment Report that points out a taxable IRES of €21.8 million to be recovered for tax purposes, as well as a higher IRAP taxable amount of €13.2 million. If these findings were to be confirmed in the context of a subsequent tax deed, with reference to the 2018 tax period, the higher IRAP tax would be equal to €405 thousand, plus penalties and interest, while, in relation to IRES, the tax losses of the period and of previous years would be sufficient to offset the higher tax. The Company, reserving the right to verify which and how many findings will be confirmed in the notice of assessment, currently considers them as unfounded and deems that it has always operated in a correct way; therefore, also considering the tax losses available to offset the higher IRES tax, no provisions for risks was recorded in the financial statements as at June 30, 2023. 1H 2023 1H 2022
In the first half of 2023, net earnings per ordinary share amounted to +€0,18233 (to be compared with a negative figure equal to -€0.00303 in the corresponding period of 2022) and net earnings per savings share amounted to +€0.19896 (to be compared with a negative value and still equal to -€0.00303, in the corresponding period of 2022).
| Euro | ||
|---|---|---|
| Basic/diluted earnings per ordinary share Basic/diluted earnings per savings share |
0.18233 0.19896 |
(0.00303) (0.00303) |
The consolidated net financial position as at June 30, 2023 was positive and equal to €50.9 million, compared with net cash and cash equivalents equal to €64.3 million as at December 31, 2022. The decrease in the net financial position (-€13.4 million), despite the excellent operating result (+€7.7 million), albeit penalized by the increase in the net working capital, was mainly attributable to the payment of dividends pertaining to 2022, paid in May 2023 (-€11.5 million), as well as to net investments in tangible and intangible fixed assets (-€4.4 million).
With regard to the increase in the net working capital, please note the increase in trade receivables (following the higher sales in the second quarter of 2023, compared to the last months of 2022, especially in the medical business, as well as in that of advanced materials for telecom applications) and in inventory (in particular, in the medical business, that at December 31, 2022 had a particularly low semi-finished product inventory due to some delays in the supply chain, as well as in the high vacuum business, penalized by the postponement of some deliveries at June 30, 2023; please also note a slight increase in the Parent Company's inventory for the new B!POD project).
| SAES Group – Press Release | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousand of euro | June 30, | March 31, | December 31, | |||||||||
| 2023 | 2023 | 2022 | ||||||||||
| Cash | 9 | 9 | 10 | |||||||||
| Cash equivalents Cash and cash equivalents |
86,531 86,540 |
41,706 41,715 |
42,129 42,139 |
|||||||||
| Securities | 18,006 | 147,310 | 145,484 | |||||||||
| Derivative financial instruments | 0 | 294 | 259 | |||||||||
| Current financial assets | Other financial receivables from third parties, current | 77,449 95,455 |
147,604 | 0 | 145,743 | 0 | ||||||
| Bank loans and borrowings | (71,463) | (67,663) | (65,302) | |||||||||
| Current portion of non-current financial liabilities | (52,001) | (52,000) | (52,094) | |||||||||
| Derivative financial instruments Other financial liabilities |
(1,732) 0 |
0 (29) |
(30) | 0 | ||||||||
| Lease liabilities | (2,397) | (2,142) | (2,545) | |||||||||
| Current financial indebtedness | (127,593) | (121,834) | (119,971) | |||||||||
| Current net financial position Non-current financial assets |
54,402 0 |
67,485 | 0 | 67,911 | 0 | |||||||
| Financial liabilities | 0 | 0 | (119) | |||||||||
| Lease liabilities | (3,059) | (3,022) | (3,039) | |||||||||
| Other financial liabilities | (467) | (465) | (462) | |||||||||
| Non-current financial indebtedness | Non current net financial position (indebtedness) | (3,526) (3,526) |
(3,487) (3,487) |
(3,620) (3,620) |
||||||||
| Net financial position | 50,876 | 63,998 | 64,291 | |||||||||
| Restatement of balances as at June 30, 2022 | ||||||||||||
| The balances as at June 30, 2022, presented for comparative purposes, have been restated to reflect the | ||||||||||||
| adjustments deriving from the completion of the provisional valuation of the business combination11 of | ||||||||||||
| Strumenti Scientifici Cinel S.r.l., in compliance with the provisions of IFRS 3. | ||||||||||||
| Thousand of euro | ||||||||||||
| SAES Industrial | SAES High Vacuum | SAES Medical Nitinol | SAES Chemicals | SAES Packaging | Not Allocated | TOTAL | ||||||
| 1H 2022 | 1H 2022 | Adjustment | 1H 2022 restated |
1H 2022 | 1H 2022 | 1H 2022 | 1H 2022 | 1H 2022 | Adjustment | 1H 2022 restated |
||
| Cost of sales | (17,448) | 35,680 13,209 (6,945) |
0 (23) |
13,209 (6,968) |
56,522 (30,817) |
7,447 (5,624) |
7,366 (6,040) |
8 (100) |
120,232 (66,974) |
0 (23) |
120,232 (66,997) |
|
| Gross profit | % on revenue | 18,232 51.1% |
6,264 47.4% |
(23) n.a. |
6,241 47.2% |
25,705 45.5% |
1,823 24.5% |
1,326 18.0% |
(92) n.a. |
53,258 44.3% |
(23) n.a. |
53,235 44.3% |
| Operating costs and other income (expenses) | (7,171) 11,061 |
(3,341) 2,923 |
(39) | (3,380) | (4,737) | (970) | (1,735) | (14,996) | (32,950) | (39) | (32,989) | |
| Operating profit (loss) | (62) | 2,861 | 20,968 | 853 | (409) | (15,088) | 20,308 | (62) | 20,246 |
| Lease liabilities | (3,059) | (3,022) | (3,039) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Other financial liabilities | (467) | (465) | (462) | ||||||||
| Restatement of balances as at June 30, 2022 | |||||||||||
| The balances as at June 30, 2022, presented for comparative purposes, have been restated to reflect the | |||||||||||
| adjustments deriving from the completion of the provisional valuation of the business combination11 of | |||||||||||
| Strumenti Scientifici Cinel S.r.l., in compliance with the provisions of IFRS 3. | |||||||||||
| Thousand of euro | |||||||||||
| SAES Industrial | SAES High Vacuum | SAES Medical Nitinol | SAES Chemicals | SAES Packaging | Not Allocated | TOTAL | |||||
| 1H 2022 | 1H 2022 | Adjustment | 1H 2022 restated |
1H 2022 | 1H 2022 | 1H 2022 | 1H 2022 | 1H 2022 | Adjustment | 1H 2022 restated |
|
| Revenue | 35,680 13,209 |
0 | 13,209 | 56,522 | 7,447 | 7,366 | 8 | 120,232 | 0 | 120,232 | |
| Cost of sales | (17,448) | (6,945) | (23) | (6,968) | (30,817) | (5,624) | (6,040) | (100) | (66,974) | (23) | (66,997) |
| Gross profit % on revenue |
18,232 51.1% |
6,264 47.4% |
(23) n.a. |
6,241 47.2% |
25,705 45.5% |
1,823 24.5% |
1,326 18.0% |
(92) n.a. |
53,258 44.3% |
(23) n.a. |
53,235 44.3% |
| Operating costs and other income (expenses) | (7,171) | (3,341) | (39) | (3,380) | (4,737) | (970) | (1,735) | (14,996) | (32,950) | (39) | (32,989) |
| Operating profit (loss) | 11,061 | 2,923 | (62) | 2,861 | 20,968 | 853 | (409) | (15,088) | 20,308 | (62) | 20,246 |
| % on revenue | 31.0% | 22.1% | n.a. | 21.7% | 37.1% | 11.5% | -5.6% | n.a. | 16.9% | n.a. | 16.8% |
| Binding agreement for the sale of the U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc. | |||||||||||
| On January 9, 2023, the SAES Group signed a binding agreement with the U.S. company Resonetics for the |
On January 9, 2023, the SAES Group signed a binding agreement with the U.S. company Resonetics for the sale of the Nitinol business to the latter and, in particular, of the U.S. subsidiaries Memry Corporation and SAES Smart Materials, Inc.
Resonetics, based in Nashua, New Hampshire, whose main shareholders are the global investment firm Carlyle and the leading private equity firm GTCR, is a leading company in the design and production of devices for the medical and life sciences industry.
The scope of the sale includes the entire SAES production process in the mentioned business, vertically integrated (from the Nitinol alloy melting to the component manufacturing) and entirely located in the USA. Please note that the Group's business in the shape memory alloys for industrial applications (SMA Materials Business, within the SAES Industrial Division) not carried out by the two U.S. subsidiaries being divested is excluded from the scope of the sale and it will continue to be managed by SAES 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 will be signed. In addition, please note that also the Group's
11 Business combination completed on July 7, 2021.
medical business, that uses Nitinol educated wires and Nitinol-based thermostatic actuators (already classified in the SMA Materials Business, within the SAES Industrial Division) is excluded from the scope of the sale.
The agreed consideration is equal to \$900 million (cash/debt free amount), corresponding to approximately 17 times the adjusted EBITDA related to the scope of the sale in the period October 1, 2021 - September 30, 2022. The final consideration is subject to potential adjustments, according to a calculation mechanism that is typical for this kind of transactions and that is linked to the actual values of the working capital and of the net financial position of the divested companies at the closing date.
The closing of the transaction is subject to the receipt of the usual regulatory authorizations for this type of transactions, including the authorization of the Antitrust Authorities concerned. In particular, please note that at the end of March 2023 both SAES and Resonetics received a request for additional information from the U.S. Federal Trade Commission (FTC). The procedure, known as a "Second Request" under the Hart Scott-Rodino Antitrust Improvements Act, extends the waiting period before the parties can possibly close the transaction up to 30 days after SAES Getters and Resonetics (and some of their affiliates) have complied with the request of additional information. SAES Getters and Resonetics are actively cooperating with the U.S. Antitrust Authority to provide all the requested information and the outcome of the authorization procedures by the FTC is expected in the fourth quarter of 2023.
This transaction will allow SAES to benefit from a significant cash injection, which will enable the Group to develop an industrial plan based on growth, both organic and inorganic, consistent with the Group's technical and scientific expertise, with a particular focus on the areas of advanced packaging and new functional materials (chemicals), without, however, foregoing any opportunities that may arise in the Group's more traditional businesses. Eventually, part of the liquidity could be used to guarantee a return to stakeholders.
The business being sold recorded revenue equal to €64.3 million, an EBITDA equal to €20.7 million (32.2% as a percentage of revenue) and a net profit of €11 million in the first half of 2023. The transaction concerns a total headcount of 549 employees as at June 30, 2023 (502 employees at Memry Corporation and 47 employees at SAES Smart Materials, Inc., excluding temporary workers). Net assets being divested were equal to approximately €117.2 million as at June 30, 2023.
Being the clearance from the US Antitrust Authority still pending and believing that obtaining the FTC authorization is a decisive element in order to applying the IFRS 5, it is deemed that the conditions under IFRS 5 for the classification of the divested business as a "disposal group held for sale" have not been fulfilled as at June 30, 2023 nor as of today.
However, in view of the significance of the transaction, a pro-forma consolidated statement of profit (loss) with the details of the consolidated revenue for each business for the first half of 2023 is set out below, showing the gains and losses related to the net assets held for sale in a single line called "Profit (loss) from discontinued operations".
| SAES Group – Press Release | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousand of euro (except %) | ||||||||
| Total | Organic | Exchange rate |
Consolidatio | |||||
| Divisions and Business | 1H 2023 | 1H 2022 | difference | change | effect | n area effect | ||
| (% ) |
(% ) |
(% ) |
(% ) |
|||||
| Getters & Dispensers | 22,871 | 23,292 | -1.8% | -1.7% | -0.1% | 0.0% | ||
| Sintered Materials | 4,460 | 5,590 | -20.2% | -21.1% | 0.9% | 0.0% | ||
| SMA Materials | 9,032 | 5,875 | 53.7% | 52.7% | 1.0% | 0.0% | ||
| SAES Industrial | 36,363 | 34,757 | 4.6% | 4.4% | 0.2% | 0.0% | ||
| High Vacuum Solutions | 13,859 | 13,209 | 4.9% | -12.8% | -0.2% | 17.9% | ||
| SAES High Vacuum | 13,859 | 13,209 | 4.9% | -12.8% | -0.2% | 17.9% | ||
| Medical Nitinol | 0 | 0 0.0% |
0.0% | 0.0% | 0.0% | |||
| SAES Medical Nitinol | 0 | 0 0.0% |
0.0% | 0.0% | 0.0% | |||
| Functional Chemicals | 4,912 | 7,447 | -34.0% | -34.0% | 0.0% | 0.0% | ||
| SAES Chemicals Packaging Solutions |
4,912 2,907 |
7,447 7,366 |
-34.0% -60.5% |
-34.0% -60.5% |
0.0% 0.0% |
0.0% 0.0% |
||
| SAES Packaging | 2,907 | 7,366 | -60.5% | -60.5% | 0.0% | 0.0% | ||
| Not allocated | 17 | 8 112.5% |
112.5% | 0.0% | 0.0% | |||
| 58,058 | 62,787 | -7.5% | -11.4% | 0.1% | 3.8% | |||
| Total revenue | ||||||||
| SAES Packaging Non Allocated |
Total | |||||||
| Thousands of euro | SAES Industrial | SAES Medical Nitinol | SEAS Chemicals | |||||
| 1H 2023 | 1H 2023 Reclassification pro-forma |
SAES High Vacuum 1H 2023 |
1H 2023 Reclassification |
1H 2023 1H 2023 pro-forma |
1H 2023 1H 2023 |
1H 2023 Reclassification |
||
| Revenue Cost of sales Gross profit |
37,287 (19,110) 18,177 |
(924) 949 (18,161) 25 |
36,363 13,859 (7,494) 18,202 6,365 |
63,350 (63,350) (35,101) 35,101 28,249 (28,249) |
0 4,912 0 (4,136) 0 776 |
2,907 17 (2,850) (125) 57 (108) |
122,332 (68,816) 53,516 |
1H 2023 pro-forma (64,274) 36,050 (28,224) |
| % of revenue | 48.7% | -2.7% | 50.1% 45.9% |
44.6% 44.6% |
n.a. 15.8% |
2.0% n.s. |
43.7% | 43.9% |
| Operating expenses and other income (expenses) Operating profit (loss) % of revenue |
(7,248) 10,929 29.3% |
171 196 (21.2%) |
(7,077) (3,986) 11,125 2,379 30.6% 17.2% |
(9,978) 9,978 18,271 (18,271) 28.8% 28.8% |
0 (1,150) 0 (374) n.a. -7.6% |
(1,609) (17,172) (1,552) (17,280) (53.4%) n.a. |
(41,143) 12,373 10.1% |
10,149 (18,075) 28.1% |
| Financial income Financial expense Impairment losses of financial receivables and other financial assets |
6,630 (5,048) (793) |
0 116 0 |
||||||
| Share of profit of equity-accounted investees Net exchange gains (losses) |
0 (1,999) |
0 1,890 |
||||||
| Pre-tax profit (loss) | 11,163 | (16,069) |
| Operating expenses and other income (expenses) Operating profit (loss) |
(7,248) 10,929 |
171 196 |
(7,077) (3,986) 11,125 2,379 |
(9,978) 18,271 |
9,978 (18,271) |
0 (1,150) 0 (374) |
(1,609) (1,552) |
(17,172) (17,280) |
(41,143) 12,373 |
10,149 (18,075) |
(30,994) (5,702) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| % of revenue Financial income |
29.3% | (21.2%) | 30.6% 17.2% |
28.8% | 28.8% | n.a. -7.6% |
(53.4%) | n.a. | 10.1% 6,630 |
28.1% 0 |
(9.8%) 6,630 |
| Financial expense Impairment losses of financial receivables and other financial assets |
(5,048) (793) |
116 0 |
(4,932) (793) |
||||||||
| Share of profit of equity-accounted investees Net exchange gains (losses) |
0 (1,999) |
0 1,890 |
0 (109) |
||||||||
| Pre-tax profit (loss) | 11,163 | (16,069) | (4,906) | ||||||||
| Income taxes | (7,731) | 5,089 | (2,642) | ||||||||
| Profit (loss) from continuing operations Profit (loss) from discontinued operations |
3,432 0 |
(10,980) 10,980 |
(7,548) 10,980 |
||||||||
| Profit (loss) for the period | 3,432 | 0 | 3,432 | ||||||||
| To preserve the dollar proceeds expected from this transaction, on February 15, 2023, SAES Getters S.p.A. | |||||||||||
| signed a contingent derivative contract with a notional value of \$415 million with a maximum €/\$ forward | |||||||||||
| exchange rate of 1.1037 against the euro. The last possible exercise date of the derivative is expected to be | |||||||||||
To preserve the dollar proceeds expected from this transaction, on February 15, 2023, SAES Getters S.p.A. signed a contingent derivative contract with a notional value of \$415 million with a maximum €/\$ forward exchange rate of 1.1037 against the euro. The last possible exercise date of the derivative is expected to be January 8, 2024 (Long Stop Date). The punctual forward rate within the relevant contractual range will be determined based on the effective date of any approval by the US Antitrust Authority. The derivative is subject to the favorable opinion issued by the Federal Trade Commission and, should the latter issue a negative opinion on the completion of the sale of the Nitinol business by the Long Stop Date, the derivative will expire without producing any financial effect. The fair value of the derivative was negative and amounted to -€1.9 million as at June 30, 2023, and this amount contributed to the result of the first half of 2023.
With regard to the investment finalized in the venture capital fund EUREKA!, on July 7, 2023 a payment of €0.1 million 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.12 and INTA System S.r.l.13 already in the portfolio.
12 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.
13 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.
On August 2, 2023, a further payment of €0.2 million was made, to cover the investment in BeDimensional S.p.A.14 as well as two additional Proof of Concepts (POC), respectively in collaboration with the National Research Council and the University of Bologna.
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 will also be subscribed by the German partner. The aim of the capital increase is to ensure a financial buffer to enable its business continuity.
On July 13, 2023, the Board of Directors resolved to close the German Branch of SAES Getters S.p.A.
Please note that on July 26, 2023, following the achievement of contractual application milestones, 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) 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 €39,999,972.51, against the simultaneous transfer of ownership of these savings shares to the Company and their subsequent automatic cancellation.
The VTO is part of a broader context of an inseparable unitary transaction including, in addition to the VTO, the mandatory conversion of the 6,013,898 savings shares not purchased by the Company into ordinary shares, which automatically took place on August 4, 2023 on the basis of the ratio of no. 1 ordinary share for each no. 1 savings share of the Company. On the same date, the savings shares were then cancelled and delisted. A total of 6,013,898 ordinary shares of the Company were used to execute the compulsory conversion, corresponding to all the 3,900,000 Company's treasury ordinary shares and to 2,113,898 newly issued ordinary shares, without increasing the share capital. 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 Bylaws). Please note that the implied accounting parity of the shares is now approximately equal to €0.72802 per share.
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.
In the coming months, the Group's performance is expected to remain substantially stable and it is confirmed that the results of the investigation by the US Antitrust Authority on the transaction for the possible sale of the medical business are expected by the end of the year.
***
14 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, is capable of producing a wide range of two-dimensional materials, including, in particular, graphene.
The figures are drawn from the Interim consolidated financial statements as at June 30, 2023 (including the interim condensed consolidated financial statements, the interim management report and the certification required by article 154-bis, paragraph 5 of TUF) that was approved by the Board of Directors of SAES Getters S.p.A. today and already transmitted to the auditing firm to perform the related legal requirements.
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 () on September 13, 2023.
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
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, which today are mainly applied 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).
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.
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] Simone Bellanova E-mail: [email protected]
| SAES Industrial Division | ||||
|---|---|---|---|---|
| Getters & Dispensers | Non-evaporable getters and traditional dispensers, based on metal alloys, with various industrial applications (consumer electronics, security and defense, medical imaging diagnostics, vacuum thermal insulation and traditional discharge lamps, etc.), as well as dispensable getters based on functionalized polymers (OLED applications for the consumer electronics, optoelectronics, advanced photonics and telecommunications markets) |
|||
| Sintered Materials | dissipation in solid-state components and lasers | Dispensable cathodes for electronic tubes and devices for thermal | ||
| SMA Materials | non-implantable medical business, automotive and luxury sector) | Shape memory alloys and super elastic materials and components for the industrial sector (domotics, white goods industry, consumer electronics, |
||
| SAES High Vacuum Division | ||||
| High Vacuum Solutions | sector, in research and in particle accelerators | Getter pumps for vacuum systems that find application in the industrial | ||
| SAES Medical Nitinol Division | ||||
| Medical Nitinol | Nitinol raw material and components for the biomedical sector | |||
| SAES Chemicals Division | ||||
| Functional Chemicals | new functional materials being validated by prospects | Functional acoustic composites for consumer electronics applications and | ||
| SAES Packaging Division | ||||
| Packaging Solutions | Lacquers and advanced plastic films for the sustainable packaging sector | |||
| Consolidated Revenue by Geographic Location of Customer Thousand of euro |
of which: | |||
| Geographic Area | 1H 2023 | 1H 2022 | Change in consolidation |
|
| scope | ||||
| Italy European countries |
2,603 20,466 |
3,592 23,864 |
296 761 |
|
| North America | 76,776 | 70,428 | 1,288 | |
| 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 | ||||
| Thousand of euro | of which: | |||
| Change in | ||||
| consolidation | ||||
| scope | ||||
| Italy | 2,603 | 3,592 | 296 | |
| European countries | 20,466 | 23,864 | 761 | |
| North America | 76,776 | 70,428 | 1,288 | |
| Japan | 3,151 | 3,298 | 0 | |
| South Korea | 818 | 1,115 | 0 | |
| China | 14,826 | 12,836 | 22 | |
| Rest of Asia | 2,984 | 2,956 | 0 | |
| Rest of the World | 708 | 2,143 | 0 | |
| Consolidated revenue | 122,332 | 120,232 | 2,367 |
| SAES Group – Press Release | ||
|---|---|---|
| Consolidated Statement of profit (loss) | ||
| Thousand of euro | ||
| 1H 2023 | 1H 2022 | |
| Revenue | 122,332 | 120,232 |
| Cost of sales | (68,816) | (66,997) |
| Gross profit Research & development expenses |
53,516 | 53,235 |
| Selling expenses | (6,732) (9,345) |
(6,183) (8,880) |
| General & administrative expenses | (24,932) | (17,575) |
| Impairment on trade receivables | 23 | (200) |
| Total operating costs | (40,986) | (32,838) |
| Other income | 307 | 218 |
| Other expenses Operating profit |
(464) 12,373 |
(369) 20,246 |
| Financial income | 6,630 | 1,712 |
| Financial expense | (5,048) | (14,665) |
| Impairment losses on loan assets and other financial assets | (793) | (275) |
| Share of profit of equity-accounted investees Exchange gains |
0 782 |
167 527 |
| Exchange losses | (2,781) | (1,034) |
| Pre-tax profit | 11,163 | 6,678 |
| Income taxes | (7,731) | (6,733) |
| Profit from continuing operations | 3,432 | (55) |
| Profit from discontinued operations Profit for the period |
0 3,432 |
0 (55) |
| attributable to: | ||
| - the owners of the parent | 3,432 | (55) |
| - non-controlling interests | 0 | 0 |
| Consolidated Statement of comprehensive income Thousand of euro |
||
| 1H 2023 | 1H 2022 | |
| Profit for the period | 3,432 | (55) |
| Exchange differences from translation of financial statements in foreign currencies | (3,535) | 11,166 |
| Total other comprehensive income which may be subsequently reclassified to profit or loss | (3,535) | 11,166 |
| Net fair value losses on investments in other companies | 109 | (58) |
| Income taxes | 0 | 0 |
| Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss | 109 | (58) |
| Total other comprehensive income, net of taxes | (3,426) | 11,108 |
| Impairment losses on loan assets and other financial assets | (793) | (275) |
|---|---|---|
| Share of profit of equity-accounted investees | 0 | 167 |
| Exchange gains | 782 | 527 |
| Exchange losses | (2,781) | (1,034) |
| Income taxes | (7,731) | (6,733) |
| Profit from discontinued operations | 0 | 0 |
| attributable to: | ||
| - the owners of the parent | 3,432 | (55) |
| Thousand of euro | ||
| Exchange differences from translation of financial statements in foreign currencies | (3,535) | 11,166 |
| Total other comprehensive income which may be subsequently reclassified to profit or loss | (3,535) | 11,166 |
| Net fair value losses on investments in other companies | 109 | (58) |
| Income taxes Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss |
0 109 |
0 (58) |
| Total other comprehensive income, net of taxes | (3,426) | 11,108 |
| Total profit for the period and other comprehensive income | 6 | 11,053 |
| attributable to: | ||
| - the owners of the parent | 6 | 11,053 |
| SAES Group – Press Release | ||
|---|---|---|
| Consolidated Statement of Financial Position | ||
| Thousand of euro | ||
| June 30, | December 31, | |
| 2023 | 2022 | |
| Property, plant and equipment | 90,753 | 92,697 |
| Intangible assets | 13,175 | 14,187 |
| Goodwill | 52,240 | 52,929 |
| Right-of-use assets | 5,401 | 5,481 |
| Securities | 0 | 0 |
| Other non-current assets | 10,919 | 10,954 |
| Current assets | 276,895 | 274,995 |
| Total Assets | 449,383 | 451,243 |
| Equity attributable to the owners of the parent | 251,377 | 264,053 |
| Equity attributable to non-current interests | 0 0 |
|
| Total equity | 251,377 | 264,053 |
| Non-current liabilities | 27,117 | 25,866 |
| Current liabilities | 170,889 | 161,324 |
| Total equity and liabilities | 449,383 | 451,243 |
| Consolidated statement of cash flows Thousands of euro |
||
|---|---|---|
| 1H 2023 | 1H 2022 | |
| Profit for the period | 3,432 | (55) |
| Income taxes | 7,731 | 6,733 |
| Depreciation of right-of-use assets | 1,285 | 1,272 |
| (Reversal of impairment losses) impairment losses on right-of-use assets | 0 | 0 |
| Depreciation of property, plant and equipment | 5,253 | 4,802 |
| (Reversal of impairment losses) impairment losses on property, plant and equipment | 0 | 228 |
| Amortisation of intangible assets (Reversal of impairment losses) impairment losses on intangible assets |
1,169 11 |
830 0 |
| Gains (losses) on the disposal of property, plant and equipment and intangible assets | 78 | 0 |
| Net financial (income) expense | (789) | 13,061 |
| Impairment losses on trade receivables | (23) | 200 |
| Other non-monetary expense (income) | 1,996 | 363 |
| Other non-monetary change in post-employment and other benefits | 2,130 | 1,719 |
| Accrual (utilization) of provisions for risks and charges | (24) | (215) |
| Change in operating assets and liabilities | 22,249 (7,834) |
28,938 (11,577) |
| Payments of post-employment and other benefits | (560) | (83) |
| Taxes paid | (6,169) | (6,579) |
| Cash flows generated by operating activities | 7,686 | 10,699 |
| Acquisition of property, plant and equipment | (4,235) | (6,147) |
| Acquisition of intangible assets | (180) | (248) |
| Proceeds from the disposal of property, plant and equipment and intangible assets | 12 4 |
|
| Purchase of securities | (1,890) | (12,787) |
| Disinvestments of securities | 131,212 | 12,504 |
| Income from securities, net of management fees Payments made for the purchase of subsidiaries, net of net cash acquired |
823 | 870 0 (4,287) |
| Investments in other companies | (315) | (143) |
| Other third-party financial assets | (77,449) | 0 |
| Financial liabilities repaid to (granted by) related parties | (465) | 49 |
| Financial liabilities repaid to (granted by) third parties | (200) | (148) |
| Interest income on financial assets with related parties | 0 | 1 |
| Interest and other financial income received | 405 | 79 |
| Cash flows generated by (used in) investing activities | 47,718 | (10,253) |
| Proceeds from non-current financial liabilities, current portion included Repayment of non-current financial liabilities |
(209) | 0 0 (63) |
| Interest paid on non-current financial liabilities | (56) | (58) |
| Proceeds from current financial liabilities | 219,000 | 251,047 |
| Repayment of current financial liabilities | (213,235) | (238,358) |
| Interests paid on current financial liabilities | (805) | (198) |
| Interest and other financial expense paid | (218) | (228) |
| Dividends paid | (11,543) | (8,530) |
| Other costs paid | 0 | (3) |
| Repayment of lease liabilities | (1,333) | (1,240) |
| Interests paid on leases Purchase of own shares and related charges |
(135) (1,139) |
(95) 0 |
| Cash flows provided by (used in) financing activities | (9,673) | 2,274 |
| Increase (decrease) in cash and cash equivalents | 45,731 | 2,720 |
| Opening cash and cash equivalents Effect of exchange rate changes on cash flows |
41,803 (1,260) |
29,286 2,393 |
| Closing cash and cash equivalents | 86,274 | 34,399 |
| SAES Group – Press Release | ||
|---|---|---|
| Actuator Solutions GmbH | 1H 2023 | 1H 2022 |
| Statement of profit or loss | 50% | 50% |
| Revenue | 767 | 1,549 |
| Cost of sales | (350) | (1,149) |
| Gross profit | 417 | 400 |
| Total operating costs | (669) | (698) |
| Other income (expenses) | (1) | 1 |
| Operating profit (loss) | (253) | (297) |
| Interests and other financial income | 806 | 101 |
| Net exchange gains (losses) | 1 | 1 |
| Income taxes | 3 | 3 |
| Profit (loss) for the period | 557 | (192) |
| Flexterra | 1H 2023 | 1H 2022 |
| Statement of profit or loss | 47.10% (**) | 46.84% |
| Revenue | 0 | 0 |
| Cost of sales | 0 | 0 |
| Gross profit | 0 | 0 |
| Total operating costs | (626) | (646) |
| 0 | 0 | |
| Other income (expenses) | ||
| Operating profit (loss) Interests and other financial income |
(626) (113) |
(646) (92) |
| 767 | 1,549 |
|---|---|
| (350) | (1,149) |
| (669) | (698) |
| (1) | 1 |
| 806 | 101 |
| 1 | 1 |
| 3 | 3 |
| 0 | 0 |
| 0 | 0 |
| 0 | 0 |
| (626) | (646) |
| 0 | 0 |
| (626) | (646) |
| (113) | (92) |
| (41) | (192) |
| 8 | 8 |
| (772) | (922) |
| financial | |
| 466 | |
| other | |
| (456) | |
| (**) % ownership increased from 46.84% to 47.10% starting from January, 2023. | |
| (1) (773) |
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