Quarterly Report • Nov 14, 2018
Quarterly Report
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Capital Stock Euro 12,220,000 fully paid-in Address of Principal Executive Offices: Viale Italia, 77 – 20020 Lainate (Milan), Italy Registered with the Milan Court Companies Register no. 00774910152
In the third quarter of 2018 the SAES® Group achieved consolidated net revenues equal to €42.1 million, up by 15.5% compared to the corresponding period of 2017 (€36.4 million). The exchange rate effect was slightly positive and equal to +0.7%, net of which the organic growth was equal to +14.8%, mainly driven by the restarting of the investments in the security and defense sectors, as well as by the higher sales in the business of vacuum pumps and in the Nitinol for medical applications segment.
By including also the share of revenues of the joint ventures1 within the Group's ones, the total revenues of the Group were equal to €45.2 million, up by 12.4% compared to €40.2 million in the third quarter of 2017, mainly thanks to the increased consolidated revenues (+15.5%).
Consolidated gross profit2 amounted to €19 million in the third quarter of 2018, strongly increased (+30%) compared to €14.6 million in the corresponding period of 2017; also the gross margin3 significantly increased (from 40.1% in the third quarter of 2017 to 45.2% in the current quarter). All the operating segments registered a growth. In particular, please note the growth in the Industrial Applications segment, mainly driven by the higher sales in the security and defense sector, as well as in that of vacuum systems; in the SMA segment, in addition to the increase in revenues, please note the strong improvement of the gross margin in the industrial segment.
Consolidated operating income amounted to €5.7 million in the third quarter of 2018, more than tripled when compared to €1.7 million in the corresponding period of the previous year, mainly thanks to the increase of the gross profit.
Consolidated EBITDA4 was equal to €7.7 million (18.2% of consolidated revenues) in the third quarter of 2018, more than doubled compared to €3.7 million (10.1% of consolidated revenues) in the corresponding period of 2017, with a growth in line with that of the operating indicators.
Net income from continuing operations amounted to €2.9 million (7% of consolidated revenues) in the third quarter of 2018, with a significant increase compared to €0.1 million euro (0.3% of consolidated revenues) in the third quarter of 2017.
1 Actuator Solutions (50%), SAES RIAL Vacuum S.r.l. (49%) and Flexterra (33.79%).
2 Calculated as the difference between net sales and industrial costs directly and indirectly attributable to the products sold.
3 Calculated as the ratio between gross profit and consolidated revenues.
4 EBITDA is not deemed as an accounting measure under International Financial Reporting Standards (IFRSs); however, we believe that EBITDA is an important parameter for measuring the Group's performance and therefore it is presented as an alternative indicator. 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 "Earnings before interests, taxes, depreciation and amortization".
Consolidated net income amounted to €2.3 million (5.5% of the consolidated revenues) in the third quarter of 2018, compared to a consolidated net income of €5.7 million (15.7% of consolidated revenues). in the third quarter of 2017 The decrease was exclusively attributable to the change in the scope of consolidation, following the sale of the gas purification business at the end of June 2018; that business had contributed to the net income for an amount of around €5.6 million in the third quarter of 2017, while in the current quarter the result from discontinued operations was negative for -€0.6 million, mainly comprising costs related to the completion of the sale of the purification business.
Consolidated net financial position was positive and equal to €234.6 million as at September 30, 2018, compared to €249 million as at June 30, 2018. The decrease was exclusively related to the residual disbursements related to the sale of the purification business, occurred after the closing date (June 25, 2018).
SAES is satisfied with the results of this quarter, in line with what was expected and already announced.
Thousands of euro
| rd quarter 2018 3 |
rd quarter 2017 3 restated (*) |
|
|---|---|---|
| Total net sales | 42,071 | 36,433 |
| Cost of sales | (23,063) | (21,806) |
| Gross profit | 19,008 | 14,627 |
| R&D expenses | (2,651) | (2,746) |
| Selling expenses | (2,948) | (2,798) |
| G&A expenses | (7,669) | (7,255) |
| Total operating expenses | (13,268) | (12,799) |
| Other income (expenses), net | (78) | (86) |
| Operating income (loss) | 5,662 | 1,742 |
| Interest and other financial income, net | 74 | (173) |
| Income (loss) from equity method evalueted companies | (320) | (265) |
| Foreign exchange gains (losses), net | (163) | (103) |
| Income (loss) before taxes | 5,253 | 1,201 |
| Income taxes | (2,303) | (1,077) |
| Net income (loss) from continued operations | 2,950 | 124 |
| Income (loss) from assets held for sale and discontinued operations | (618) | 5,590 |
| Net income (loss) before minority interest | 2,332 | 5,714 |
| Net income (loss) pertaining to minority interest | 0 | 0 |
| Net income (loss) pertaining to the Group | 2,332 | 5,714 |
Thousands of euro
| rd quarter 2018 3 |
rd quarter 2017 3 restated (*) |
|
|---|---|---|
| Net income (loss) for the period | 2,332 | 5,714 |
| Exchange differences on translation of foreign operations | 840 | (3,498) |
| Exchange differences on equity method evalueted companies | 35 | (218) |
| Total exchange differences | 875 | (3,716) |
| Equity transaction costs related to equity method evaluated companies | 0 | 1 |
| Total components that will be reclassified to the profit (loss) in the future | 875 | (3,716) |
| Total other comprehensive income (loss), net of taxes | 594 | (3,716) |
| Total comprehensive income (loss), net of taxes | 2,926 | 1,998 |
| attributable to: | ||
| - Equity holders of the Parent Company | 2,926 | 1,998 |
| - Minority interests | 0 | 0 |
(*) Some amounts shown in the column reflect the adjustments deriving from the completion of the provisional valuation of the business combination of SAES Coated Films S.p.A. (formerly Metalvuoto S.p.A.) and from the completion of the process of identifying the fair value of the intangible assets contributed by some shareholders at the time of the establishment of the Flexterra, Inc. joint venture, in compliance with the provisions of IFRS 3 revised. These adjustments are added to the reclassifications related to the sale of the gas purification business, finalized on 25 June 2018; in particular, the costs and revenues of the third quarter of 2017 for the business to be sold, together with the consulting costs related to this extraordinary transaction, had been reclassified to the specific income statement item "Result from discontinued operations and discontinued operations".
Consolidated statement of profit or loss by Business Unit
| Thousands of euro | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Industrial Applications | Shape Memory Alloys | Solutions for Advanced Packaging |
Business Development & Corporate Costs |
TOTAL | ||||||
| rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
rd quarter 3 |
|
| 2018 | 2017 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Total net sales | 18,033 | 15,098 | 20,767 | 18,134 | 2,970 | 2,813 | 301 | 388 | 42,071 | 36,433 |
| Cost of sales | (8,566) | (7,909) | (11,614) | (11,015) | (2,585) | (2,506) | (298) | (376) | (23,063) | (21,806) |
| Gross profit (loss) | 9,467 | 7,189 | 9,153 | 7,119 | 385 | 307 | 3 | 12 | 19,008 | 14,627 |
| Operating expenses and other income (expenses) | (3,405) | (3,215) | (2,744) | (2,631) | (1,001) | (644) | (6,196) | (6,395) | (13,346) | (12,885) |
| Operating income (loss) | 6,062 | 3,974 | 6,409 | 4,488 | (616) | (337) | (6,193) | (6,383) | 5,662 | 1,742 |
Thousands of euro
| September 30, | December 31, 2017 | |
|---|---|---|
| 2018 | reclassified (*) | |
| Property, plant and equipment, net | 52,334 | 46,098 |
| Intangible assets | 47,700 | 46,783 |
| Other non current assets | 23,669 | 20,123 |
| Current assets | 325,647 | 72,874 |
| Assets held for sale | 145 | 53,174 |
| Total Assets | 449,495 | 239,052 |
| Shareholders' equity | 352,436 | 122,141 |
| Minority interest in consolidated subsidiaries | 0 | 0 |
| Total Shareholders' Equity | 352,436 | 122,141 |
| Non current liabilities | 31,284 | 44,378 |
| Current liabilities | 65,775 | 54,914 |
| Liabilities held for sale | 0 | 17,619 |
| Total Liabilities and Shareholders' Equity | 449,495 | 239,052 |
(*) Some amounts shown in the column reflect the reclassifications of assets and liabilities relating to the gas purification business, which was sold on June 25, 2018, respectively under the items "Assets held for sale" and "Liabilities held for sale".
| September 30, September 30, 2018 - from discontinued operations Thousands of euro |
|||||||
|---|---|---|---|---|---|---|---|
| September 30, 2018 |
gas purification business |
disposal | total | 2018 - from continued operations |
|||
| Net income (loss) from continued operations | 5,654 | 5,654 | |||||
| Net income (loss) from discontinued operations | 239,252 | 12,696 | 226,556 | 239,252 | 0 | ||
| Current income taxes | 11,477 | 678 | 678 | 10,799 | |||
| Change in deferred income taxes | (4,117) | 10 | 10 | (4,127) | |||
| Depreciation, amortization and write down of non current assets | 6,202 | 393 | 393 | 5,809 | |||
| Net loss (gain) on disposal of assets | 7 | 7 | |||||
| Net gain on purification business disposal | (225,899) | (226,556) | (226,556) | 657 | |||
| Interests and other financial income, net | 188 | 188 | |||||
| Other non-monetary costs | (692) | (362) | (362) | (330) | |||
| 32,072 | 13,415 | 0 | 13,415 | 18,657 | |||
| Change in operating assets and liabilities | (7,111) | (959) | (959) | (6,152) | |||
| Payments of termination indemnities and similar obligations | (252) | (252) | |||||
| Financial income received, net of payment of interests | (110) | (110) | |||||
| Payment of income taxes | (11,021) | (991) | (991) | (10,030) | |||
| Net cash flows from operating activities | 13,578 | 11,465 | 0 | 11,465 | 2,113 | ||
| Purchase of tangible and intangible assets, net of proceeds from sales | (11,243) | (185) | (185) | (11,058) | |||
| Consideration for the acquisition of minority interests in subsidiaries | (75) | (75) | |||||
| Price paid for the acquisition of businesses | (141) | (141) | (141) | 0 | |||
| Consideration for the purification business disposal, net of the disposed cash | 300,793 | 300,793 | 300,793 | 0 | |||
| Ancillary monetary charges for the purification business disposal | (36,611) | (36,611) | (36,611) | 0 | |||
| Net cash flows from investing activities | 252,723 | (326) | 264,182 | 263,856 | (11,133) | ||
| Proceeds from debts, net of repayments | (2,856) | (2,856) | |||||
| Dividends payment | (15,435) | (15,435) | |||||
| Interests and other expenses paid on loans | (471) | (471) | |||||
| Financing receivables from related parties | (225) | (225) | |||||
| Other financial liabilities | 13 | 13 | |||||
| Net cash flows from financing activities | (18,974) | 0 | 0 | 0 | (18,974) | ||
| Effect of exchange rate differences | 404 | (1,117) | 0 | (1,117) | 1,521 | ||
| Increase (decrease) in cash and cash equivalents | 247,731 | 10,022 | 264,182 | 274,204 | (26,473) |
| Thousands of euro | 3 | rd quarter 2018 - from discontinued operations | ||||
|---|---|---|---|---|---|---|
| rd quarter 2018 3 |
gas purification | disposal | total | from continued | ||
| business | operations | |||||
| Net income (loss) from continued operations | 2,950 | 2,950 | ||||
| Net income (loss) from discontinued operations | (618) | 289 | (907) | (618) | 0 | |
| Current income taxes | 1,069 | (205) | (205) | 1,274 | ||
| Change in deferred income taxes | 1,148 | (93) | (93) | 1,241 | ||
| Depreciation, amortization and write down of non current assets | 2,024 | 19 | 19 | 2,005 | ||
| Net loss (gain) on disposal of assets | (2) | (2) | ||||
| Net gain on purification business disposal | 1,564 | 907 | 907 | 657 | ||
| Interests and other financial income, net | 182 | 182 | ||||
| Other non-monetary costs | 875 | (5) | (5) | 880 | ||
| 9,192 | 5 | 0 | 5 | 9,187 | ||
| Change in operating assets and liabilities | (599) | (119) | (119) | (480) | ||
| Payments of termination indemnities and similar obligations | (131) | (131) | ||||
| Financial income received, net of payment of interests | 53 | 53 | ||||
| Payment of income taxes | (1,599) | (13) | (13) | (1,586) | ||
| Net cash flows from operating activities | 6,916 | (127) | 0 | (127) | 7,043 | |
| Purchase of tangible and intangible assets, net of proceeds from sales | (3,992) | (2) | (2) | (3,990) | ||
| Consideration for the acquisition of minority interests in subsidiaries | 0 | 0 | ||||
| Price paid for the acquisition of businesses | (2) | (2) | (2) | 0 | ||
| Consideration for the purification business disposal, net of the disposed cash | 41 | 41 | 41 | 0 | ||
| Ancillary monetary charges for the purification business disposal | (16,998) | (16,998) | (16,998) | 0 | ||
| Net cash flows from investing activities | (20,951) | (4) | (16,957) | (16,961) | (3,990) | |
| Proceeds from debts, net of repayments | (12,528) | (12,528) | ||||
| Dividends payment | 0 | 0 | ||||
| Interests and other expenses paid on loans | (125) | (125) | ||||
| Financing receivables from related parties | 0 | 0 | ||||
| Other financial liabilities | 2 | 2 | ||||
| Net cash flows from financing activities | (12,651) | 0 | 0 | 0 | (12,651) | |
| Effect of exchange rate differences | (236) | (191) | 0 | (191) | (45) | |
| Increase (decrease) in cash and cash equivalents | (26,922) | (322) | (16,957) | (17,279) | (9,643) |
Thousands of euro
| September 30, 2018 | June 30, 2018 | March 31, 2018 | December 31, 2017 | |
|---|---|---|---|---|
| Cash on hands | 8 | 11 | 11 | 13 |
| Cash equivalents | 275,039 | 302,633 | 24,080 | 27,551 |
| Cash and cash equivalents | 275,047 | 302,644 | 24,091 | 27,564 |
| Related parties financial assets | 1,019 | 897 | 877 | 936 |
| Other current financial assets | 0 | 0 | 0 | 0 |
| Current financial assets | 1,019 | 897 | 877 | 936 |
| Bank overdraft | (27,508) | (28,381) | (11,549) | (12,254) |
| Current portion of long term debt | (5,477) | (10,358) | (10,458) | (10,478) |
| Other current financial liabilities | (1,253) | (1,882) | (1,739) | (1,777) |
| Current financial liabilities | (34,238) | (40,621) | (23,746) | (24,509) |
| Current net financial position | 241,828 | 262,920 | 1,222 | 3,991 |
| Related parties non current financial assets | 8,049 | 8,049 | 8,049 | 7,549 |
| Long term debt, net of current portion | (15,231) | (21,981) | (24,808) | (28,057) |
| Other non current financial liabilities (*) | 0 | 0 | 0 | 0 |
| Non current liabilities | (15,231) | (21,981) | (24,808) | (28,057) |
| Non current net financial position | (7,182) | (13,932) | (16,759) | (20,508) |
| Net financial position | 234,646 | 248,988 | (15,537) | (16,517) |
(*) The "Other financial liabilities" of SAES Pure Gas, Inc. open as of December 31, 2017 and March 31, 2018 have been reclassified to the item
"Liabilities held for sale", as this subsidiary had been sold on June 25, 2018.
This document has been prepared applying the international accounting standards (IFRS) and in accordance with article 2.2.3, paragraph 3, of the Regulation of the Markets organized and managed by Borsa Italiana S.p.A. Concerning the content, please make reference to the pre-existing article 154 ter, paragraph 5, of "Financial Consolidation Act", also in the light of what clarified by ESMA in the Q&A on the Directive 2004/109/CE.
The additional periodic information is consistent with the accounting principles that govern the preparation of the annual and consolidated financial statements, insofar as they are applicable. Evaluation procedures adopted in the additional periodic financial information are substantially similar to those usually applied to prepare the annual and consolidated financial statements.
During the third quarter of 2018 there were no changes in the scope of consolidation.
On July 31, 2018 the residual portion of the long-term loan signed with Banca Intesa Sanpaolo S.p.A. in mid 2015 was paid back in advance by the Parent Company (initial nominal value of €8 million). No penalty was paid for this operation. At the same time, the Interest Rate Swap contract on this loan was cancelled as well.
On July 31, 2018 the residual portion of the long-term loan signed at the beginning of 2009 by Memry Corporation with Unicredit was repaid in advance. The breakage costs amounted to about \$30 thousand, based on the agreement initially signed between the parties.
On August 1, the residual portion of the long-term loan signed with Unicredit S.p.A was repaid in advance by the Parent Company (initial nominal value of €7 million). No penalty was paid for this operation.
***
It should be noted that the additional periodic financial information on third quarter of 2018 is unaudited.
***
In order to manage the economic impact generated by the fluctuations in the exchange rates, primarily EUR/USD and EUR/JPY, the Group enters into forward contracts on current and future receivables related to the sales transactions denominated in currencies other than the euro of the main Group Italian companies.
Particularly, as at September 30, 2018 the Group holds forward contracts on the Japanese yen which have a total notional value equal to JPY 69 million. The average forward exchange rate for these contracts is JPY 131.1183 against the euro and all these contracts will extend throughout the remaining part of the fiscal year 2018. Furthermore, the Group holds forward contracts on the US dollar which have a total notional value of USD 0.9 million. Their average forward exchange rate is USD 1.2511 against the euro and also all these contracts will extend throughout the remaining part of the fiscal year 2018.
Subsequent to September 30, 2018 no further forward contracts have been entered into.
The income statement balances as at September 30, 2017, presented for comparative purposes, were reclassified to reflect the effects of the transfer of the gas purification business completed on June 25, 2018, identified as a "major line of business". In accordance with the provisions of IFRS 5, the costs and revenues as at September 30, 2017 relating to the business subject to transfer, together with the advisory costs relating to said extraordinary transaction, were reclassified to the appropriate income statement item "Profit/loss from discontinued transactions", with no effect on the net income as at September 30, 2017.
In addition, the income statement balances as at September 30, 2017 were re-stated, with an effect on the consolidated result and consolidated shareholders' equity, to reflect the effects deriving from the completion of the temporary valuation of the business combination of SAES Coated Films S.p.A. (former Metalvuoto S.p.A.) and the completion of the process of identification of the fair value of the intangible assets transferred by some shareholders at the time of the establishment of the Flexterra, Inc. joint venture, in compliance with IFRS 3 revised.
In particular, as at September 30, 2017 the process of determination of the present values of the assets and liabilities of both SAES Coated Films S.p.A. (acquired in October 2016), and Flexterra, Inc. (established in December 2016) was still at the temporary phase; the measurement of these net assets was completed in the fourth quarter of 2017 and, subsequently, the comparative income statement figures relating to September 30, 2017 were adjusted to reflect the effects deriving from the completion of both temporary valuations.
As a result of these adjustments, the net income as at September 30, 2017 decreased by 430 thousand euro.
| Thousands of euro | ||||
|---|---|---|---|---|
| September 2017 | Restated arising from the process of identifying the fair value |
Reclassifications for the sale of the gas purification business |
September 2017 restated |
|
| Total net sales | 169,823 | 0 | (59,550) | 110,273 |
| Cost of sales | (95,270) | 0 | 30,885 | (64,385) |
| Gross profit | 74,553 | 0 | (28,665) | 45,888 |
| R&D expenses | (10,989) | (220) | 2,493 | (8,716) |
| Selling expenses | (12,035) | 0 | 3,299 | (8,736) |
| G&A expenses | (23,099) | 0 | 1,611 | (21,488) |
| Total operating expenses | (46,123) | (220) | 7,403 | (38,940) |
| Other income (expenses), net | (160) | 0 | 8 | (152) |
| Operating income (loss) | 28,270 | (220) | (21,254) | 6,796 |
| Interest and other financial income, net | (1,042) | 0 | 109 | (933) |
| Income (loss) from equity method evalueted companies | (1,045) | (271) | 0 | (1,316) |
| Foreign exchange gains (losses), net | (828) | 0 | 4 | (824) |
| Income (loss) before taxes | 25,355 | (491) | (21,141) | 3,723 |
| Income taxes | (8,219) | 61 | 2,576 | (5,582) |
| Net income (loss) from continued operations | 17,136 | (430) | (18,565) | (1,859) |
| Income (loss) from assets held for sale and discontinued operations | 0 | 0 | 18,565 | 18,565 |
| Net income (loss) before minority interest | 17,136 | (430) | 0 | 16,706 |
| Net income (loss) pertaining to minority interest | 0 | 0 | 0 | 0 |
| Net income (loss) pertaining to the Group | 17,136 | (430) | 0 | 16,706 |
Consolidated statement of other comprehensive income, restated - September 30, 2017
| Restated arising | Reclassifications | |||
|---|---|---|---|---|
| September 2017 | from the process of identifying the |
for the sale of the gas purification |
September 2017 restated |
|
| fair value | business | |||
| Net income (loss) for the period | 17,136 | (430) | 0 | 16,706 |
| Exchange differences on translation of foreign operations | (11,748) | 0 | 0 | (11,748) |
| Exchange differences on equity method evaluated companies | (797) | 15 | 0 | (782) |
| Total exchange differences | (12,545) | 15 | 0 | (12,530) |
| Equity transaction costs related to equity method evaluated companies | (7) | 0 | 0 | (7) |
| Total components that will be reclassified to the profit (loss) in the future | (12,552) | 15 | 0 | (12,537) |
| Other comprehensive income (loss), net of taxes | (12,552) | 15 | 0 | (12,537) |
| Total comprehensive income (loss), net of taxes | 4,584 | (415) | 0 | 4,169 |
| attributable to: | ||||
| - Equity holders of the Parent Company | 4,584 | (415) | 0 | 4,169 |
| - Minority interests | 0 | 0 | 0 | 0 |
Restatement of the income statement figures as at September 30, 2017 Thousands of euro
| Industrial Applications | Shape Memory Solutions for Advanced Packaging Alloys |
Business Development & Corporate Costs | TOTAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 2017 Reclassifications | September 2017 reclassified |
September 2017 September 2017 | Restatement | September 2017 restated |
September 2017 Reclassifications | September 2017 reclassified |
September 2017 | Restatement Reclassifications | September 2017 restated |
|||||
| Total net sales | 100,755 | (59,550) | 41,205 | 58,166 | 9,773 | 0 | 9,773 | 1,129 | 0 | 1,129 | 169,823 | 0 | (59,550) | 110,273 |
| Cost of sales | (51,847) | 30,885 | (20,962) | (34,025) | (8,407) | 0 | (8,407) | (991) | 0 | (991) | (95,270) | 0 | 30,885 | (64,385) |
| Gross profit (loss) | 48,908 | (28,665) | 20,243 | 24,141 | 1,366 | 0 | 1,366 | 138 | 0 | 138 | 74,553 | 0 | (28,665) | 45,888 |
| Operating expenses and other income | (17,379) | 7,217 | (10,162) | (9,373) | (1,701) | (220) | (1,921) | (17,830) | 194 | (17,636) | (46,283) | (220) | 7,411 | (39,092) |
| Operating income (loss) | 31,529 | (21,448) | 10,081 | 14,768 | (335) | (220) | (555) | (17,692) | 194 | (17,498) | 28,270 | (220) | (21,254) | 6,796 |
| Thousands of euro | ||||
|---|---|---|---|---|
| rd quarter 2017 3 |
Restated arising from the process of identifying the fair value |
Reclassifications for the sale of the gas purification business |
rd quarter 2017 3 restated |
|
| Total net sales | 52,540 | 0 | (16,107) | 36,433 |
| Cost of sales | (29,576) | 0 | 7,770 | (21,806) |
| Gross profit | 74,553 | 0 | (8,337) | 14,627 |
| R&D expenses | (3,505) | (74) | 833 | (2,746) |
| Selling expenses | (3,848) | 0 | 1,050 | (2,798) |
| G&A expenses | (7,710) | 0 | 455 | (7,255) |
| Total operating expenses | (15,063) | (74) | 2,338 | (12,799) |
| Other income (expenses), net | (97) | 0 | 11 | (86) |
| Operating income (loss) | 59,393 | (74) | (5,988) | 1,742 |
| Interest and other financial income, net | (201) | 0 | 28 | (173) |
| Income (loss) from equity method evalueted companies | (180) | (85) | 0 | (265) |
| Foreign exchange gains (losses), net | (102) | 0 | (1) | (103) |
| Income (loss) before taxes | 25,355 | (159) | (5,961) | 1,201 |
| Income taxes | (1,468) | 20 | 371 | (1,077) |
| Net income (loss) from continued operations | 23,887 | (139) | (5,590) | 124 |
| Income (loss) from assets held for sale and discontinued operations | 0 | 0 | 5,590 | 5,590 |
| Net income (loss) before minority interest | 23,887 | (139) | 0 | 5,714 |
| Net income (loss) pertaining to minority interest | 0 | 0 | 0 | 0 |
| Net income (loss) pertaining to the Group | 17,136 | (139) | 0 | 5,714 |
Thousands of euro
| rd quarter 2017 3 |
Restated arising from the process of identifying the fair value |
Reclassifications for the sale of the gas purification business |
rd quarter 2017 3 restated |
|
|---|---|---|---|---|
| Net income (loss) for the period | 23,887 | (139) | 0 | 5,714 |
| Exchange differences on translation of foreign operations Exchange differences on equity method evaluated companies Total exchange differences Equity transaction costs related to equity method evaluated companies Total components that will be reclassified to the profit (loss) in the future Other comprehensive income (loss), net of taxes |
(3,498) (224) (3,722) 1 (3,721) (3,721) |
0 6 6 0 6 6 |
0 0 0 0 0 0 |
(3,498) (218) (3,716) 1 (3,715) (3,715) |
| Total comprehensive income (loss), net of taxes | 20,166 | (133) | 0 | 1,999 |
| attributable to: - Equity holders of the Parent Company - Minority interests |
20,166 0 |
(133) 0 |
0 0 |
1,999 0 |
Restatement of the income statement figures of the third quarter of 2017
| Thousands of euro | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Industrial Applications | Shape Memory Alloys |
Solutions for Advanced Packaging | Business Development & Corporate Costs | TOTAL | ||||||||||
| 3 | rd quarter 2017 Reclassifications 3 | rd quarter 2017 reclassified 3 |
rd quarter 2017 3rd quarter 2017 Restatement 3 | rd quarter 2017 restated |
3 | rd quarter 2017 Reclassifications 3 | rd quarter 2017 reclassified 3 |
rd quarter 2017 Restatement Reclassifications 3 | rd quarter 2017 restated |
|||||
| Total net sales | 31,205 | (16,107) | 15,098 | 18,134 | 2,813 | 0 | 2,813 | 388 | 0 | 388 | 52,540 | 0 | (16,107) | 36,433 |
| Cost of sales | (15,679) | 7,770 | (7,909) | (11,015) | (2,506) | 0 | (2,506) | (376) | 0 | (376) | (29,576) | 0 | 7,770 | (21,806) |
| Gross profit (loss) | 15,526 | (8,337) | 7,189 | 7,119 | 307 | 0 | 307 | 12 | 0 | 12 | 22,964 | 0 | (8,337) | 14,627 |
| Operating expenses and other income | (5,553) | 2,338 | (3,215) | (2,631) | (570) | (74) | (644) | (6,406) | 11 | (6,395) | (15,160) | (74) | 2,349 | (12,885) |
| Operating income (loss) | 9,973 | (5,999) | 3,974 | 4,488 | (263) | (74) | (337) | (6,394) | 11 | (6,383) | 7,804 | (74) | (5,988) | 1,742 |
| December 31, 2017 |
Reclassifications for the sale of the gas purification business |
December 31, 2017 reclassified |
|
|---|---|---|---|
| Property, plant and equipment, net | 49,492 | (3,394) | 46,098 |
| Intangible assets | 53,175 | (6,392) | 46,783 |
| Other non current assets | 20,951 | (828) | 20,123 |
| Current assets | 115,434 | (42,560) | 72,874 |
| Assets held for sale | 0 | 53,174 | 53,174 |
| Total Assets | 239,052 | 0 | 239,052 |
| Shareholders' equity | 122,141 | 0 | 122,141 |
| Minority interest in consolidated subsidiaries | 0 | 0 | 0 |
| Total Shareholders' Equity | 122,141 | 0 | 122,141 |
| Non current liabilities | 45,585 | (1,207) | 44,378 |
| Current liabilities | 71,326 | (16,412) | 54,914 |
| Liabilities held for sale | 0 | 17,619 | 17,619 |
| Total Liabilities and Shareholders' Equity | 239,052 | 0 | 239,052 |
Thousands of euro
| Industrial Applications Business Unit | ||||||
|---|---|---|---|---|---|---|
| Security & Defense | Getters and metal dispensers for electronic vacuum devices | |||||
| Electronic Devices | Getters for microelectronic, micromechanical systems (MEMS) and | |||||
| sensors | ||||||
| Healthcare Diagnostics | Getters for X-ray tubes used in image diagnostic systems | |||||
| Thermal Insulation | Products for thermal insulation | |||||
| Getters & Dispensers for Lamps | Getters and metal dispensers used in discharge lamps and fluorescent | |||||
| lamps | ||||||
| Systems for UH Vacuum | Pumps for vacuum systems | |||||
| Sintered Components for Electronic | Cathodes and materials for thermal dissipation in electronic tubes and | |||||
| Devices and Lasers | lasers | |||||
| Systems for Gas Purification and | Getters and other components used in the gas purifier systems for semiconductor | |||||
| Handling | industry and other industries | |||||
| Shape Memory Alloys (SMA) Business Unit | ||||||
| Nitinol for Medical Devices | Nitinol raw material and components for the biomedical sector | |||||
| SMAs for Thermal and Electro | Shape Memory Alloys actuator devices for the industrial sector (domotics, | |||||
| Mechanical Devices | white goods industry, consumer electronics and automotive sector) | |||||
| Solutions for Advanced Packaging | ||||||
| Solutions for Advanced Packaging | Advanced plastic films for the food packaging sector | |||||
| Business Development Unit | ||||||
| Organic Electronics | Materials and components for organic electronics applications |
Thousands of euro (except %)
| Business | rd quarter 3 2018 |
rd quarter 3 2017 |
Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
|---|---|---|---|---|---|
| Security & Defense | 3,411 | 1,916 | 78.0% | 77.0% | 1.0% |
| Electronic Devices | 6,031 | 6,570 | -8.2% | -8.2% | 0.0% |
| Healthcare Diagnostics | 1,048 | 936 | 12.0% | 11.5% | 0.5% |
| Getters & Dispensers for Lamps | 1,271 | 1,205 | 5.5% | 5.2% | 0.3% |
| Thermal Insulation | 911 | 1,060 | -14.1% | -14.8% | 0.7% |
| Solutions for Vacuum Systems | 2,879 | 1,604 | 79.5% | 78.8% | 0.7% |
| Sintered Components for Electronic Devices & Lasers | 1,842 | 1,727 | 6.7% | 5.6% | 1.1% |
| Systems for Gas Purification & Handling | 640 | 80 | 700.0% | 700.0% | 0.0% |
| Industrial Applications | 18,033 | 15,098 | 19.4% | 18.9% | 0.5% |
| Nitinol for Medical Devices | 17,688 | 15,443 | 14.5% | 13.4% | 1.1% |
| SMAs for Thermal & Electro Mechanical Devices | 3,079 | 2,691 | 14.4% | 14.1% | 0.3% |
| Shape Memory Alloys | 20,767 | 18,134 | 14.5% | 13.5% | 1.0% |
| Solutions for Advanced Packaging | 2,970 | 2,813 | 5.6% | 5.6% | 0.0% |
| Business Development | 301 | 388 | -22.4% | -23.1% | 0.7% |
| Total Net Sales | 42,071 | 36,433 | 15.5% | 14.8% | 0.7% |
Thousands of euro
| Geographic Area | 3rd quarter 2018 |
3rd quarter 2017 |
|---|---|---|
| Italy | 1,008 | 849 |
| European countries | 9,935 | 8,359 |
| North America | 21,960 | 18,674 |
| Japan | 1,323 | 1,119 |
| South Korea | 247 | 398 |
| China | 5,623 | 5,204 |
| Rest of Asia | 1,550 | 1,632 |
| Rest of the World | 425 | 198 |
| Total Net Sales | 42,071 | 36,433 |
In the third quarter of 2018 the SAES Group achieved consolidated net revenues equal to €42.1 million, up by 15.5% compared to the corresponding period of 2017 (€36.4 million). The exchange rate effect was slightly positive and equal to +0.7%, net of which the organic growth was equal to +14.8%, mainly driven by the restarting of the investments in the security and defense sectors, as well as by the higher sales in the business of vacuum pumps and in the Nitinol for medical applications segment.
By including also the share of revenues of the joint ventures within the Group's ones, the total revenues of the Group were equal to €45.2 million, up by 12.4% compared to €40.2 million in the third quarter of 2017, mainly thanks to the increased consolidated revenues (+15.5%).
| Thousands of euro | |||
|---|---|---|---|
| rd quarter 2018 3 |
3rd quarter 2017 | Difference | |
| Consolidated sales | 42,071 | 36,433 | 5,638 |
| 50% sales of the joint venture Actuator Solutions | 3,019 | 3,647 | (628) |
| 49% sales of the joint venture SAES RIAL Vacuum S.r.l. | 299 | 346 | (47) |
| 33.79% sales of the joint venture Flexterra | 3 | 0 | 3 |
| Intercopany eliminations | (220) | (230) | 10 |
| Other adjustments | (7) | (8) | 1 |
| Total revenues of the Group | 45,165 | 40,188 | 4,977 |
Consolidated revenues of the Industrial Applications Business Unit amounted to €18 million in the third quarter of 2018, up by 19.4% compared to €15.1 million in the corresponding quarter of 2017. The trend of the euro against the major foreign currencies generated a slightly positive exchange rate effect equal to +0.5%, net of which sales organically increased by 18.9%.
The organic growth was mainly driven by the security and defense sector (Security & Defense Business, +77%) thanks to higher investments in the defense sector, mainly in North America. Also the Solutions for Vacuum Systems Business showed a strong organic growth (+78.8%) thanks to the higher sales in the business of analytic devices (mainly electron microscopes and spectrometers, used both in research centers and in the R&D laboratories of the industry) in addition to new projects in the field of particle accelerators.
The sector of getters for healthcare applications (Healthcare Diagnostics Business) showed a slight organic growth (+11.5%) thanks to higher sales of getters for X-ray tubes used in medical diagnostics and in industrial inspection and surveillance applications, as well as the Sintered Components for Electronic Devices & Lasers Business (+5.6%) favored by the sales of heat dissipation devices and laser application products, particularly in the defense sector.
Also the lamps business (Getters & Dispensers for Lamps Business) showed a slight organic increase (+5.2%), which in any case confirms, on year-to-date figures, the structural decrease attributable to the technological competition of LEDs.
The organic decrease was also confirmed in the sector of thermal insulation (Thermal Insulation Business, -14.8%), mainly in the refrigeration market, as well as in that of thermodynamic solar power plants.
In the Electronic Devices Business (organic decrease of -8.2%), the higher sales of getters in the infrared sensor market, especially in Asia, were not enough to offset the weakness in the sales of advanced materials for the electronic consumer market, related to seasonal factors.
Please note that the Systems for Gas Purification & Handling Business is now merely a residual one, including the sales of getter raw material and getter components made by the Parent Company, mainly for the purifications used in the semiconductor industry (€640 thousand in the third quarter of 2018).
The table below shows the revenues in the third quarter of 2018 related to the various business areas, with evidence of the exchange rate effect and of the organic change, compared to the corresponding period of 2017.
Thousands of euro (except %)
| Business | rd quarter 3 2018 |
rd quarter 3 2017 |
Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
|---|---|---|---|---|---|
| Security & Defense | 3,411 | 1,916 | 78.0% | 77.0% | 1.0% |
| Electronic Devices | 6,031 | 6,570 | -8.2% | -8.2% | 0.0% |
| Healthcare Diagnostics | 1,048 | 936 | 12.0% | 11.5% | 0.5% |
| Getters & Dispensers for Lamps | 1,271 | 1,205 | 5.5% | 5.2% | 0.3% |
| Thermal Insulation | 911 | 1,060 | -14.1% | -14.8% | 0.7% |
| Solutions for Vacuum Systems | 2,879 | 1,604 | 79.5% | 78.8% | 0.7% |
| Sintered Components for Electronic Devices & Lasers | 1,842 | 1,727 | 6.7% | 5.6% | 1.1% |
| Systems for Gas Purification & Handling | 640 | 80 | 700.0% | 700.0% | 0.0% |
| Industrial Applications | 18,033 | 15,098 | 19.4% | 18.9% | 0.5% |
Gross profit of the Industrial Applications Business Unit was equal to €9.5 million in the third quarter of 2018, up by 31.7% compared to €7.2 million in the corresponding quarter of 2017, thanks to higher sales in the security and defense sector and in the vacuum systems one.
The gross margin increased from 47.6% to 52.5%, thanks to the increase in sales, mainly in the most profitable sectors.
Operating income of the Industrial Applications Business Unit was equal to €6.1 million, up by 52.5% compared to €4 million in the third quarter of 2017 and the operating margin increased from 26.3% to 33.6%, thanks to the increase in revenues and in the gross profit, with substantially equal operating expenses.
Consolidated revenues of the Shape Memory Alloys Business Unit were equal to €20.8 million in the third quarter of 2018, showing an organic growth equal to +13.5% compared to €18.1 million in the corresponding period of 2017. The exchange rate effect was equal to +1%.
The segment of Nitinol for medical devices (Nitinol for Medical Devices Business) followed its organic growth trend (+13.4%) supported by products which are in end-market segments with a double-digit growth, such as neurovascular medical devices and devices for the treatment of atrial fibrillation.
The industrial SMA segment (SMAs for Thermal and Electro Mechanical Devices Business) recorded an organic growth equal to +14.1%, driven by the continuing expansion in the field of luxury goods and by higher sales in the automotive sector.
The table below shows the revenues in the third quarter of 2018 related to the various business areas, with evidence of the exchange rate effect and of the organic change, compared to the corresponding period of 2017.
| Business | rd quarter 3 2018 |
rd quarter 3 2017 |
Total difference (% ) |
Organic change (% ) |
Exchange rate effect (% ) |
|---|---|---|---|---|---|
| Nitinol for Medical Devices | 17,688 | 15,443 | 14.5% | 13.4% | 1.1% |
| SMAs for Thermal & Electro Mechanical Devices | 3,079 | 2,691 | 14.4% | 14.1% | 0.3% |
| Shape Memory Alloys | 20,767 | 18,134 | 14.5% | 13.5% | 1.0% |
Thousands of euro (except %)
Gross profit of the Shape Memory Alloys Business Unit was equal to €9.2 million (44.1% of consolidated revenues) in the third quarter of 2018, compared to €7.1 million (39.3% of consolidated revenues) in the corresponding period of 2017. The increase, equal to +28.6%, was related both to the
increase in revenues and to the improvement in the gross margin, particularly in the industrial segment.
Operating income of the Shape Memory Alloys Business Unit amounted to €6.4 million (30.9% of consolidated revenues), compared to €4.5 million (24.7% of consolidated revenues) in the third quarter of 2017, thanks to the already mentioned increase in the gross profit.
Consolidated revenues of the Solutions for Advanced Packaging Business Unit were equal to €3 million in the third quarter of 2018, up by 5.6% compared to €2.8 million in the third quarter of 2017. Sales are all denominated in euro.
The slight increase was mainly due to the higher contribution of lacquered products (having higher margins), that more than offset the reduction in the sales of metalized ones.
Gross profit of the Solutions for Advanced Packaging Business Unit was equal to €0.4 million (13% of revenues) compared to €0.3 million (10.9% of revenues), confirming the strategy of making the product portfolio evolve towards higher margins.
The third quarter of 2018 ended with an operating loss equal to -€0.6 million, compared to -€0.3 million in the third quarter of 2017, due to higher R&D expenses (in particular, R&D personnel and consultancy costs), as well as higher G&A expenses (strategic consultancy for the development of the business).
The Business Development Unit & Corporate Costs includes projects of basic research or in a developing phase, aimed at diversifying into innovative businesses, in addition to corporate costs (costs that cannot be directly attributed or reasonably allocated to any business sector, but that refer to the Group as a whole).
In the third quarter of 2018 consolidated revenues amounted to €0.3 million, compared to €0.4 million in the corresponding period of 2017. The exchange rate effect was positive and equal to 0.7%, while the organic decrease was equal to -23.1%. This decrease was mainly attributable both to the pricing effect related to an increased competition, as well as to lower sales in the passive matrix OLED sector, that is the main market for SAES' function chemicals.
Gross profit was equal to €3 thousand (1% of consolidated revenues) in the third quarter of 2018, compared to a gross profit of €12 thousand in the third quarter of 2017 (3.1% of consolidated revenues).
Operating result was negative and equal to -€6.2 million, compared to a negative figure of -€6.4 million in the third quarter of 2017: the improvement was due to the lower consultant fees and to the decrease of the personnel costs in the R&D area, only partially offset by the severance expenses related to the reduction of the staff personnel of the Parent Company.
***
Consolidated gross profit amounted to €19 million in the third quarter of 2018, strongly increased (+30%) compared to €14.6 million in the corresponding period of 2017; also the gross margin significantly increased (from 40.1% in the third quarter of 2017 to 45.2% in the current quarter). All the operating segments registered a growth. In particular, please note the growth in the Industrial Applications segment, mainly driven by the higher sales in the security and defense sector, as well as in that of vacuum systems; in the SMA segment, in addition to the increase in revenues, please note the strong improvement of the gross margin in the industrial segment.
Consolidated operating income amounted to €5.7 million in the third quarter of 2018, more than tripled when compared to €1.7 million in the corresponding period of the previous year, mainly thanks to the increase of the gross profit.
Consolidated operating expenses were equal to €13.3 million (31.5% of revenues) in the third quarter of 2018, compared to €12.8 million in the corresponding period of 2017 (35.1% of revenues). The increase was concentrated in the G&A expenses and it was attributable to the severance expenses related to the reduction of the personnel of the Parent Company.
Consolidated EBITDA was equal to €7.7 million (18.2% of consolidated revenues) in the third quarter of 2018, more than doubled compared to €3.7 million (10.1% of consolidated revenues) in the corresponding period of 2017, with a growth in line with that of the operating indicators.
| Thousands of euro | ||
|---|---|---|
| rd quarter 3 2018 |
rd quarter 3 2017 |
|
| Operating income (loss) | 5,662 | 1,742 |
| Depreciation & amortization | (1,946) | (1,962) |
| Write-down | (57) | 51 |
| Bad debt provision (accrual)/release | 3 | (19) |
| EBITDA | 7,662 | 3,672 |
| % on sales | 18.2% | 10.1% |
The net balance of the other income (expenses) was negative and equal to -€78 thousand; the net balance of the financial income and expenses was equal to +€74 thousand; the result deriving from the evaluation with the equity method of the joint ventures was negative and totally equal to -€0.3 million, almost exclusively attributable to the joint venture Flexterra; the exchange rate differences recorded a negative balance equal to -€0.2 million in the third quarter of 2018. There were no relevant changes in any of the items listed in this paragraph compared to the corresponding period of 2017.
Consolidated income before taxes amounted to €5.3 million in the third quarter of 2018, remarkably increased when compared to an income before taxes of €1.2 million in the third quarter of 2017.
Income taxes amounted to €2.3 million in the quarter, compared to €1.1 million in the corresponding period of the previous year.
Net income from continued operations was equal to €2.9 million in the third quarter of 2018 (7% of consolidated revenues), significantly increased compared to €0.1 million (0.3% of consolidated revenues) in the third quarter of 2017.
Consolidated net income amounted to €2.3 million (5.5% of consolidated revenues) in the third quarter of 2018, compared to a net income of €5.7 million (15.7% of consolidated revenues) in the third quarter of 2017. The decrease was exclusively due to the change in the scope of consolidation following the sale of the gas purification business at the end of June 2018; this business had contributed to the net result for an amount of around €5.6 million in the third quarter of 2017, while in the current quarter the result from discontinued operations was negative for -€0.6 million, mainly comprising costs related to the completion of the sale of the purification business.
Result from assets held for sale and discontinued operations - detail
| Total net sales | Consolidated statement of profit or loss - gas purification business 603 |
Capital gain on purification business disposal, net of the related costs |
rd quarter 2018 3 603 |
Consolidated statement of profit or loss - gas purification business 16,107 |
Capital gain on purification business disposal, net of the related costs |
rd quarter 2017 3 16,107 |
|---|---|---|---|---|---|---|
| Cost of sales | (351) | (18) | (369) | (7,770) | 0 | (7,770) |
| Gross profit | 252 | (18) | 234 | 8,337 | 0 | 8,337 |
| R&D expenses Selling expenses G&A expenses Total operating expenses Other income Other expenses Operating income (loss) |
(37) (98) (134) (269) 0 1 (16) |
(11) (13) (1,471) (1,495) 396 0 (1,117) |
(48) (111) (1,605) (1,764) 396 1 (1,133) |
(833) (1,050) (455) (2,338) 0 (11) 5,988 |
0 0 0 0 0 0 0 |
(833) (1,050) (455) (2,338) 0 (11) 5,988 |
| Financial income Financial expenses Foreign exchange gains (losses), net |
0 0 0 |
0 0 194 |
0 0 194 |
0 (28) 1 |
0 0 0 |
0 (28) 1 |
| Income (loss) before taxes | (16) | (923) | (939) | 5,961 | 0 | 5,961 |
| Income taxes | 305 | 16 | 321 | (371) | 0 | (371) |
| Income (loss) from assets held for sale and discontinued operations |
289 | (907) | (618) | 5,590 | 0 | 5,590 |
Consolidated net financial position as at September 30, 2018 was positive and equal to €234.6 million, compared to €249 million as at June 30, 2018. The decrease was exclusively related to the residual disbursements related to the completion of the sale of the purification business, occurred after the closing date (June 25, 2018).
With regard to continuing operations, cash flows generated by operating activities in the third quarter of 2018 amounted to approximately €7 million; instead, the investment activities absorbed around €4 million.
The most relevant event affecting the first nine months of 2018 was the closing of the sale to the US company Entegris, Inc. of the gas purification business (Systems for Gas Purification & Handling), part of SAES Industrial Applications Business Unit.
The actual sale price was equal to \$352.9 million, namely the contractually agreed price of \$355 million after applying a negative adjustment equal to -\$2.1 million, calculated on the basis of the working capital, cash and tax debt at the closing date and that could be eventually revised on the basis of the actual accounting figures approved by both parties by the end of 2018.
The accounting value of the net assets sold, denominated in euro, was equal to €33.7 million. The net capital gain generated by the transaction was equal to €226.6 million, deriving from a gross capital gain equal to €261.8 million, less the costs related to the transaction (especially legal fees, consultancy fees, incentives and fees, interests, exchange rate differences and taxes) equal to around €35.2 million. This net capital gain, together with the net income generated by the purification business subject to sale until the date of June 25, 2018 (equal to €12.7 5 million) has been classified under the income statement item "Results deriving from assets held for sale and discontinued operations" (€239.3 million).
Consolidated revenues amounted to €117.8 million in the first nine months of 2018, up by 6.8% compared to €110.3 million in the corresponding period of 2017. The exchange rate effect was negative and equal to -5.2%; the organic growth was equal to +12%, mainly driven by the security
5 The item included revenues equal to €45.2 million, with an operating income equal to €13.4 million (29.7% of revenues).
and defense sectors, by the business of solutions for vacuum systems and by both the two segments of the Shape Memory Alloys Business Unit (SMA).
Total revenues of the Group were equal to €126.8 million in the first nine months of 2018, compared to €120.7 million in the first nine months of 2017. The increase (+5%) was attributable both to the increase in consolidated revenues (+6.8%) and to the increase in the sales of the joint venture SAES RIAL Vacuum S.r.l. (+28.1%). In the joint venture Actuator Solutions the growth in the automotive sector was more than offset by the decrease of the Taiwanese subsidiary, mainly concentrated in the sector of the autofocus (AF) for action cameras.
Consolidated gross profit amounted to €51.5 million in the first nine months of 2018, up by +12.2% compared to €45.9 million in the corresponding period of 2017. Also the gross margin recorded an increase (from 41.6% to 43.7%). Please note, in particular, the growth of the Industrial Applications segment, mainly driven by the increase in revenues in the security and defense sector and in that of vacuum pumps; in the SMA segment, in addition to the increase in revenues, please note the improvement in the gross margin of the industrial sector.
Consolidated operating income amounted to €13.5 million (11.5% of consolidated revenues) in the first nine months of 2018, almost doubled compared to €6.8 million (6.2% of consolidated revenues) in the corresponding period of the previous year. The improvement in the gross profit and the decrease in the operating expenses as a percentage of revenues (from 35.3% to 33.1%), together with the nonrepayable grant by the State of Connecticut to Memry Corporation (€1.2 million, recorded under the item "Other net income (expenses)") had made possible the significant improvement in the operating indicators.
Consolidated operating expenses were equal to €38.9 million in the first nine months of 2018, aligned with €38.9 million in the corresponding period of 2017. The decrease in the research and development expenses (lower costs for the management of patents and reduction of both personnel costs and amortization related to the suspension of the research project in the OLET field and the consequent liquidation of the subsidiary E.T.C. S.r.l. at the end of 2017) was offset by the increase in the general and administrative expenses as well as in the selling expenses (in particular, severance expenses related to the reduction of the personnel of the Parent Company).
Consolidated EBITDA amounted to €19.4 million in the first nine months of 2018 (16.4% of revenues) compared to €13.2 million in the corresponding period of 2017 (equal to 11.9% of revenues), mainly driven by the security and defense sector, by the results of the vacuum pumps business and by the segment of Nitinol for medical devices.
| Thousands of euro | ||
|---|---|---|
| September | September | |
| 2018 | 2017 | |
| Operating income (loss) | 13,544 | 6,796 |
| Depreciation & amortization | (5,659) | (6,128) |
| Write-down | (148) | (243) |
| Bad debt provision (accrual)/release | (13) | (7) |
| EBITDA | 19,364 | 13,174 |
| % on sales | 16.4% | 11.9% |
The net balance of other income and expenses was positive for €1 million, compared to a negative balance of -€0.2 million in the first nine months of 2017. The change is mainly attributable to revenue, equal to 1.2 million euro, accounted by the US subsidiary Memry Corporation following the transformation of 50% of the loan granted by the State of Connecticut (CT) at the end of 2014 in a grant contribution.
The net balance of financial income and expenses was negative and equal to -€0.2 million (compared to -€0.9 million in the corresponding period of 2017) mainly including the interest expenses on longterm loans granted to the Parent Company, to SAES Coated Films S.p.A. and to the US subsidiary Memry Corporation, in addition to the bank commissions on credit lines held by the Group's Italian companies. The decrease was mainly attributable to the fact that, in 2017, this figure included the costs related to the early repayment of the loan signed in June 2015 by the Parent Company with EIB (European Investment Bank), to support advanced R&D projects, as well as the higher interests on the loan itself.
The result deriving from the evaluation with the equity method of the joint ventures was negative and equal to -€1.1 million, almost exclusively attributable to the joint venture Flexterra, compared to a cost equal to -€1.3 million in the corresponding period of the previous year. Please note that, in line with September 30, 2017, being the investment of SAES in Actuator Solutions already fully reduced to zero and since today there is no legal or implied obligation of its recapitalization by the Group, in accordance with IAS 28, the share pertaining to SAES in the net loss of Actuator Solutions in the first nine months of 2018 (-€0.4 million) was not recognized by the Group (compared to the share not recorded of -€1.8 million pertaining to SAES at September 30, 2017).
The sum of the exchange rate differences recorded a negative balance equal to -€0.1 million in the first nine months of 2018, compared to a negative balance equal to -€0.8 million in the corresponding period of 2017. The negative balance of the previous nine months was mainly attributable to foreign exchange losses on commercial transactions, generated by the devaluation of the dollar against the euro and only partially offset by the gains on forward contracts entered into to partially hedge such business transactions.
Consolidated income before taxes amounted to €12.1 million in the first nine months of 2018, more than tripled when compared to an income before taxes of €3.7 million in the corresponding period of 2017.
Income taxes amounted to €6.5 million in the first nine months of 2018, compared to €5.6 million in the corresponding period of the previous year. The Group's tax rate was equal to 53.3%, still high despite the reduced rate applied by the US subsidiaries for the calculation of the Federal tax, since the Parent Company, excluding the capital gain realized on the sale of the investment in SAES Getters USA, Inc. (parent company of SAES Pure Gas, Inc.) and discontinued in the item "Income from discontinued operations", ended the first nine months of 2018 with a negative taxable income, that was not valorized as a deferred tax asset.
Net income from continuing operations was equal to €5.7 million (4.8% of consolidated revenues) in the first nine months of 2018, compared to a net loss from continuing operations of -€1.9 million in the first nine months of 2017.
Income from assets held for sale and discontinued operations was equal to €239.3 million and was mainly composed of the gross capital gain (€ 261.8 million) generated by the sale of the gas purification business net of the deduction of the costs related to the transaction, equal to €35.2 milion (mainly legal expenses, consultancy fees and incentives for both the personnel transferred and the corporate employees involved in the definition of this extraordinary corporate transaction, as well as interests, exchange rate differences and taxes). Finally, this item included the net income generated by the purification business from January 1 to June 25, 2018 (effective date of the sale) equal to €12.7 million.
As at September 30, 2017, the net income from discontinued operations amounted to €18.6 million, substantially coinciding with the net result of the purification segment in the first nine months of 2017.
| Result from assets held for sale and discontinued operations - detail | |
|---|---|
| ----------------------------------------------------------------------- | -- |
| Thousands of euro | ||||||
|---|---|---|---|---|---|---|
| Consolidated statement of profit or loss - gas purification business |
Capital gain on purification business disposal, net of the related costs |
September 2018 | Consolidated statement of profit or loss - gas purification business |
Capital gain on purification business disposal, net of the related costs |
September 2017 | |
| Total net sales Cost of sales |
45,156 (26,211) |
(1,318) | 45,156 (27,529) |
59,550 (30,885) |
0 | 59,550 (30,885) |
| Gross profit | 18,945 | (1,318) | 17,627 | 28,665 | 0 | 28,665 |
| R&D expenses Selling expenses G&A expenses |
(1,889) (2,631) (1,003) |
(872) (983) (26,572) |
(2,761) (3,614) (27,575) |
(2,493) (3,299) (1,426) |
0 0 (185) |
(2,493) (3,299) (1,611) |
| Total operating expenses | (5,523) | (28,427) | (33,950) | (7,218) | (185) | (7,403) |
| Other income Other expenses |
23 (34) |
261,823 (51) |
261,846 (85) |
127 (135) |
0 0 |
127 (135) |
| Operating income (loss) | 13,411 | 232,027 | 245,438 | 21,439 | (185) | 21,254 |
| Financial income Financial expenses Foreign exchange gains (losses), net |
0 (34) 0 |
0 (229) (3,522) |
0 (263) (3,522) |
0 (109) (4) |
0 0 0 |
0 (109) (4) |
| Income (loss) before taxes | 13,377 | 228,276 | 241,653 | 21,326 | (185) | 21,141 |
| Income taxes | (681) | (1,720) | (2,401) | (2,576) | 0 | (2,576) |
| Income (loss) from assets held for sale and discontinued operations |
12,696 | 226,556 | 239,252 | 18,750 | (185) | 18,565 |
Consolidated net income amounted to €244.9 million in the first nine months of 2018, compared to a net income of €16.7 million in the first nine months of 2017.
In the first nine months of 2018 the net income per ordinary share amounted to €11.1013, while that per savings share was equal to €11.1179; in the first nine months of the previous year the net income amounted to €0.7521 per ordinary share and €0.7687 per savings share.
Thousands of euro
| September 2018 | September 2017 restated (*) |
|
|---|---|---|
| Total net sales | 117,780 | 110,273 |
| Cost of sales | (66,282) | (64,385) |
| Gross profit | 51,498 | 45,888 |
| R&D expenses | (8,106) | (8,716) |
| Selling expenses | (9,009) | (8,736) |
| G&A expenses | (21,818) | (21,488) |
| Total operating expenses | (38,933) | (38,940) |
| Other income (expenses), net | 979 | (152) |
| Operating income (loss) | 13,544 | 6,796 |
| Interest and other financial income, net | (231) | (933) |
| Income (loss) from equity method evalueted companies | (1,053) | (1,316) |
| Foreign exchange gains (losses), net | (146) | (824) |
| Income (loss) before taxes | 12,114 | 3,723 |
| Income taxes | (6,460) | (5,582) |
| Net income (loss) from continued operations | 5,654 | (1,859) |
| Income (loss) from assets held for sale and discontinued operations | 239,252 | 18,565 |
| Net income (loss) before minority interest | 244,906 | 16,706 |
| Net income (loss) pertaining to minority interest | 0 | 0 |
| Net income (loss) pertaining to the Group | 244,906 | 16,706 |
Thousands of euro
| September 2018 | September 2017 restated (*) |
||
|---|---|---|---|
| Net income (loss) for the period | 244,906 | 16,706 | |
| Exchange differences on translation of foreign operations | 2,748 | (11,748) | |
| Exchange differences on equity method evaluated companies | 184 | (782) | |
| Total exchange differences | 2,932 | (12,530) | |
| Equity transaction costs related to equity method evaluated companies | 0 | (7) | |
| Total components that will be reclassified to the profit (loss) in the future | 2,932 | (12,537) | |
| Other comprehensive income (loss), net of taxes | 824 | (12,537) | |
| Total comprehensive income (loss), net of taxes | 245,730 | 4,169 | |
| attributable to: | |||
| - Equity holders of the Parent Company | 245,730 | 4,169 | |
| - Minority interests | 0 | 0 |
(*) Some amounts shown in the column reflect the adjustments deriving from the completion of the provisional valuation of the business combination of SAES Coated Films S.p.A. (formerly Metalvuoto S.p.A.) and from the completion of the process of identifying the fair value of the intangible assets contributed by some shareholders at the time of the establishment of the Flexterra, Inc. joint venture, in compliance with the provisions of IFRS 3 revised. These adjustments are added to the reclassifications related to the sale of the gas purification business, finalized on 25 June 2018; in particular, the costs and revenues as at September 30, 2017 for the business to be sold, together with the consulting costs related to this extraordinary transaction, had been reclassified to the specific income statement item "Result from discontinued operations and discontinued operations".
Euro
| September 2018 |
September 2017 |
||
|---|---|---|---|
| Net income (loss) per ordinary share | 11.1013 | 0.7521 | |
| Net income (loss) per savings share | 11.1179 | 0.7687 |
| September September |
Total | Organic | Exchange rate | ||
|---|---|---|---|---|---|
| Business | 2018 | 2017 | difference | change | effect |
| (% ) | (% ) | (% ) | |||
| Security & Defense | 9,558 | 6,118 | 56.2% | 62.5% | -6.3% |
| Electronic Devices | 13,354 | 13,349 | 0.0% | 2.5% | -2.5% |
| Healthcare Diagnostics | 3,210 | 2,938 | 9.3% | 12.6% | -3.3% |
| Getters & Dispensers for Lamps | 3,893 | 4,410 | -11.7% | -8.8% | -2.9% |
| Thermal Insulation | 2,702 | 3,108 | -13.1% | -7.8% | -5.3% |
| Solutions for Vacuum Systems | 8,298 | 5,701 | 45.6% | 50.1% | -4.5% |
| Sintered Components for Electronic Devices & Lasers | 5,396 | 5,342 | 1.0% | 8.3% | -7.3% |
| Systems for Gas Purification & Handling | 1,052 | 239 | 340.2% | 341.0% | -0.8% |
| Industrial Applications | 47,463 | 41,205 | 15.2% | 19.5% | -4.3% |
| Nitinol for Medical Devices | 51,895 | 50,845 | 2.1% | 9.3% | -7.2% |
| SMAs for Thermal & Electro Mechanical Devices | 8,626 | 7,321 | 17.8% | 20.1% | -2.3% |
| Shape Memory Alloys | 60,521 | 58,166 | 4.0% | 10.7% | -6.7% |
| Solutions for Advanced Packaging | 8,921 | 9,773 | -8.7% | -8.7% | 0.0% |
| Business Development | 875 | 1,129 | -22.5% | -17.4% | -5.1% |
| Total Net Sales | 117,780 | 110,273 | 6.8% | 12.0% | -5.2% |
Thousands of euro
| Geographic Area | September 2018 |
September 2017 |
|---|---|---|
| Italy | 3,241 | 3,369 |
| European countries | 29,513 | 26,791 |
| North America | 62,831 | 60,082 |
| Japan | 4,599 | 3,602 |
| South Korea | 901 | 1,058 |
| China | 11,024 | 9,828 |
| Rest of Asia | 4,479 | 4,788 |
| Rest of the World | 1,192 | 755 |
| Total Net Sales | 117,780 | 110,273 |
Thousands of euro
| September 2018 | September 2017 | Difference | |
|---|---|---|---|
| Consolidated sales | 117,780 | 110,273 | 7,507 |
| 50% sales of the joint venture Actuator Solutions | 8,887 | 10,511 | (1,624) |
| 49% sales of the joint venture SAES RIAL Vacuum S.r.l. | 800 | 625 | 175 |
| 33.79% sales of the joint venture Flexterra | 9 | 6 | 3 |
| Intercompany eliminations | (626) | (546) | (80) |
| Other adjustments | (33) | (126) | 93 |
| Total revenues of the Group | 126,817 | 120,743 | 6,074 |
Consolidated statement of profit or loss by Business Unit
| Thousands of euro | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Industrial Applications Shape Memory Alloys |
Solutions for Advanced Packaging |
Business Development & Corporate Costs |
TOTAL | |||||||
| September | September | September | September | September | September | September | September | September | September | |
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Total net sales | 47,463 | 41,205 | 60,521 | 58,166 | 8,921 | 9,773 | 875 | 1,129 | 117,780 | 110,273 |
| Cost of sales | (22,796) | (20,962) | (34,764) | (34,025) | (7,914) | (8,407) | (808) | (991) | (66,282) | (64,385) |
| Gross profit (loss) | 24,667 | 20,243 | 25,757 | 24,141 | 1,007 | 1,366 | 67 | 138 | 51,498 | 45,888 |
| Operating expenses and other income (expenses) | (10,556) | (10,162) | (7,061) | (9,373) | (2,962) | (1,921) | (17,375) | (17,636) | (37,954) | (39,092) |
| Operating income (loss) | 14,111 | 10,081 | 18,696 | 14,768 | (1,955) | (555) | (17,308) | (17,498) | 13,544 | 6,796 |
Actuator Solutions GmbH is based in Gunzenhausen (Germany) and is 50% jointly owned by SAES and Alfmeier Präzision, a German group operating in the fields of electronics and advanced plastic materials. This joint venture, which consolidates its wholly owned subsidiaries Actuator Solutions Taiwan Co., Ltd. and Actuator Solutions (Schenzen) Co., Ltd., is focused on the development, production and commercialization of actuators using shape memory alloys in place of the engine.
Actuator Solutions recorded net revenues equal to €17.8 million in the first nine months of 2018, decreased by 15.5% when compared to €21 million in the corresponding period of 2017. These revenues were almost entirely attributable to the German business of the seat comfort, which continued to record a progressive growth (+3.9%), against a decrease in the sales of autofocus (AF) for action cameras of the Taiwanese subsidiary (sales equal to €0.3 million as at September 30, 2018, compared to €4.2 million in the corresponding period of the previous year).
The net result of the first none months of 2018 was negative and equal to -€0.7 million, compared to a loss of -€3.6 million as at September 30, 2017: the improvement was mainly due to the recovery of the margins in the German business, also favored by the economies of scale related to the increased sales, as well as to the reduction of the costs of the Taiwanese subsidiary, subsequent to the reorganization carried out in the previous year and aimed at the closure of the Zhubei factory, at the outsourcing of the production activities and the focus of Actuator Solutions Taiwan Co., Ltd. in research and development activities.
Finally, please note that the loss as at September 30, 2018 included extraordinary charges of approximately €0.7 million (extraordinary charges of €1.4 million as at September 30, 2017), related to the continuation of the process of the production outsourcing also at the Chinese subsidiary, net of which Actuator Solutions ended the current period at break-even.
| Thousands of euro | ||
|---|---|---|
| Actuator Solutions (100% ) |
September 30, 2018 |
September 30, 2017 |
| Total net sales | 17,774 | 21,022 |
| Cost of sales | (14,656) | (19,236) |
| Gross profit | 3,118 | 1,786 |
| Total operating expenses | (3,323) | (4,154) |
| Other income (expenses), net | 310 | (96) |
| Operating income (loss) | 105 | (2,464) |
| Interests and other financial income, net | (390) | (532) |
| Foreign exchange gains (losses), net | (52) | (530) |
| Income taxes | (368) | (76) |
| Net income (loss) | (705) | (3,602) |
The share of the SAES Group in the result of this joint venture in the first nine months of 2018 amounted to -€0.4 million (-€1.8 million in the first nine months of 2017). In line with September 30, 2017, being the investment of SAES in Actuator Solutions already fully reduced to zero and since there is today no legal or implied obligation of recapitalization by the Group, in accordance with IAS
28, the share pertaining to SAES in the net loss of Actuator Solution as at September 30, 2018 was not recognized by the Group as a liability.
| Thousands of euro | ||
|---|---|---|
| Statement of profit or loss | rd quarter 3 |
rd quarter 3 |
| 2018 | 2017 | |
| Total net sales | 3,019 | 3,647 |
| Cost of sales | (2,601) | (3,147) |
| Gross profit | 418 | 500 |
| Total operating expenses | (535) | (759) |
| Other income (expenses), net | 227 | 456 |
| Operating income (loss) | 110 | 197 |
| Interests and other financial income, net | (74) | (97) |
| Foreign exchange gains (losses), net | 15 | (147) |
| Income taxes | (44) | (57) |
| Net income (loss) | 7 | (104) |
| Exchange differences | (20) | 137 |
| Total comprehensive income (loss) for the period | (13) | 33 |
| September 30, | December 31, | |
| Statement of financial position | 2018 | 2017 |
| Non current assets | 4,287 | 5,491 |
| Current assets | 1,789 | 1,908 |
| Total Assets | 6,076 | 7,399 |
| Non current liabilities | 4,740 | 4,982 |
| Current liabilities | 2,697 | 3,409 |
| Total Liabilities | 7,437 | 8,391 |
| Capital Stock, Reserves and Retained Earnings | (993) | 815 |
| Net income (loss) for the period | (352) | (2,047) |
| Other comprehensive income (loss) for the period | (16) | 240 |
| Total Equity | (1,361) | (992) |
| September 30, | September 30, | |
| Statement of profit or loss | 2018 | 2017 |
| Total net sales | 8,887 | 10,511 |
| Cost of sales | (7,327) | (9,618) |
| Gross profit | 1,560 | 893 |
| Total operating expenses | (1,662) | (2,077) |
| Other income (expenses), net | 155 | (48) |
| Operating income (loss) | 53 | (1,232) |
| Interests and other financial income, net | (195) | (266) |
| Foreign exchange gains (losses), net | (26) | (265) |
| Income taxes | (184) | (38) |
| Net income (loss) | (352) | (1,801) |
| Exchange differences | (16) | 278 |
| Total comprehensive income (loss) for the period | (368) | (1,523) |
| Actuator Solutions - SAES Group interest (50% ) | |||||
|---|---|---|---|---|---|
| ------------------------------------------------- | -- | -- | -- | -- | -- |
SAES RIAL Vacuum S.r.l., established at the end of 2015, is jointly controlled by SAES Getters S.p.A (49%) and Rodofil s.n.c. (51%). The company is specialized in the design and manufacturing of vacuum chambers for accelerators, synchrotrons and colliders and combines at the highest level the competences of SAES in the field of materials, vacuum applications and innovation, with the experience of Rodofil in the design, assembling and fine mechanical productions, with the aim of offering absolutely excellent quality products and of successfully competing in the international markets.
SAES RIAL Vacuum S.r.l. ended the first nine months of 2018 with sales equal to €1.6 million, increased by 28.1% compared to €1.3 million in the corresponding period of 2017. The period ended with a net income equal to €40 thousand, compared to €26 thousand as at September 30, 2017. Please note the increase in the gross margin from 10.6% to 24.2%, only partially offset by higher G&A expenses.
| September 30, | September 30, | |
|---|---|---|
| SAES RIAL Vacuum S.r.l. (100% ) |
2018 | 2017 |
| Total net sales | 1,633 | 1,275 |
| Cost of sales | (1,237) | (1,140) |
| Gross profit | 396 | 135 |
| Total operating expenses | (258) | (201) |
| Other income (expenses), net | (45) | 107 |
| Operating income (loss) | 93 | 41 |
| Interests and other financial income, net | (16) | (15) |
| Foreign exchange gains (losses), net | 0 | 0 |
| Income taxes | (37) | 0 |
| Net income (loss) | 40 | 26 |
The share of the SAES Group in the result of this joint venture amounted to +€19 thousand in the first nine months of 2018 (+€13 thousand as at September 30, 2017).
| Thousands of euro | ||
|---|---|---|
| Statement of profit or loss | rd quarter 3 |
rd quarter 3 |
| Total net sales | 2018 299 |
2017 346 |
| Cost of sales | (231) | (203) |
| Gross profit | 68 | 143 |
| Total operating expenses | (36) | (36) |
| Other income (expenses), net | (2) | 0 |
| Operating income (loss) | 30 | 107 |
| Interests and other financial income, net | (1) | (3) |
| Foreign exchange gains (losses), net | 0 | 0 |
| Income taxes | (9) | 0 |
| Net income (loss) | 20 | 104 |
| Actuarial gain (loss) on defined benefit plans, net | ||
| of taxes | 0 | 0 |
| Total comprehensive income (loss) for the period | 20 | 104 |
| September 30, | December 31, | |
| Statement of financial position | 2018 | 2017 |
| Non current assets | 157 | 145 |
| Current assets | 825 | 731 |
| Total Assets | 982 | 876 |
| Non current liabilities | 147 | 150 |
| Current liabilities | 584 | 494 |
| Total Liabilities | 731 | 644 |
| Capital Stock, Reserves and Retained Earnings | 232 | 82 |
| Net income (loss) for the period | 19 | 158 |
| Other comprehensive income (loss) for the period | 0 | (8) |
| Total Equity | 251 | 232 |
| September 30, | September 30, | |
| Statement of profit or loss | 2018 | 2017 |
| Total net sales | 800 | 625 |
| Cost of sales | (607) | (559) |
| Gross profit | 193 | 66 |
| Total operating expenses | (127) | (98) |
| Other income (expenses), net | (22) | 52 |
| Operating income (loss) | 44 | 20 |
| Interests and other financial income, net | (7) | (7) |
| Foreign exchange gains (losses), net | 0 | 0 |
| Income taxes | (18) | 0 |
| Net income (loss) | 19 | 13 |
| Actuarial gain (loss) on defined benefit plans, net | 0 | 0 |
| of taxes | ||
| Total comprehensive income (loss) for the period | 19 | 13 |
SAES RIAL Vacuum S.r.l. - SAES Group interest (49% )
Flexterra, Inc., based in Skokie (close to Chicago, Illinois, USA), is a development start-up established at the end of 2016 whose objective is the design, manufacturing and commercialization of materials and components for the manufacturing of truly flexible displays, with an enormous application potential in different market sectors.
From January 10, 2017 Flexterra, Inc. fully controls the newly established company Flexterra Taiwan Co., Ltd.
At September 30, 2018, SAES owned 33.79% of the share capital of the joint venture Flexterra, Inc.
Please note that, at the end of May 2018, Flexterra, in cooperation with E Ink, an important manufacturer of electrophoretic screens, presented at SID in Los Angeles the first fully flexible electrophoretic display, which uses the technology and the materials developed by Flexterra, and which aroused considerable interest from the market. In the coming months, Flexterra and E Ink will start the industrialization phase of the product that will see the SAES Group, in its capacity as an industrial partner, committed in the production and supply of chemical formulations.
This development start-up, a joint venture of the Group, ended the first nine months of 2018 with a net loss equal to -€3.2 million, compared to a loss of -€3.9 million in the corresponding period of 2017 (mainly, costs for personnel employed in research activities and in general and administrative activities, consultancy, costs related to the management of patents and amortization of intangible assets conferred by some third-party shareholders upon establishment of the company). The containment of the loss was mainly attributable to lower personnel costs, as a result of the progressively more efficient use of the resources, together with the reduction in consultancy, which were higher in the first year of life of the company being those related with the start of the operations. On the other hand, please note the higher costs for the management of patents in the current period.
| Thousands of euro | ||
|---|---|---|
| Flexterra (100% ) |
September 30, | September 30, |
| 2018 | 2017 | |
| Total net sales | 26 | 19 |
| Cost of sales | (4) | (1) |
| Gross profit | 22 | 18 |
| Total operating expenses | (3,164) | (3,886) |
| Other income (expenses), net | 0 | (93) |
| Operating income (loss) | (3,142) | (3,961) |
| Interests and other financial income, net | (11) | 4 |
| Foreign exchange gains (losses), net | (60) | 61 |
| Income taxes | 40 | 21 |
| Net income (loss) | (3,173) | (3,875) |
The share of the SAES Group in the result of this joint venture in the first nine months of 2018 amounted to -€1.1 million (-€1.3 million as at September 30, 2017).
| Thousands of euro | ||
|---|---|---|
| Statement of profit or loss | rd quarter 3 |
rd quarter 3 |
| 2018 | 2017 | |
| Total net sales | 3 | 0 |
| Cost of sales | 0 | 0 |
| Gross profit | 3 | 0 |
| Total operating expenses | (347) | (390) |
| Other income (expenses), net | 1 | 3 |
| Operating income (loss) | (343) | (387) |
| Interests and other financial income, net | 0 | (1) |
| Foreign exchange gains (losses), net | 0 | 1 |
| Income taxes | 3 | 3 |
| Net income (loss) | (340) | (384) |
| Exchange differences & equity transaction costs | 35 | (217) |
| Total comprehensive income (loss) for the period | (305) | (601) |
| September 30, | December 31, | |
| Statement of financial position | 2018 | 2017 |
| Non current assets | 4,486 | 4,616 |
| Current assets | 442 | 1,206 |
| Total Assets | 4,928 | 5,822 |
| Non current liabilities | 0 | 0 |
| Current liabilities | 127 | 154 |
| Total Liabilities | 127 | 154 |
| Capital Stock, Reserves and Retained Earnings | 5,554 | 8,064 |
| Reserve for stock option plans | 135 | 114 |
| Net income (loss) for the period | (1,072) | (1,626) |
| Other comprehensive income (loss) for the period | 184 | (884) |
| Total Equity | 4,801 | 5,668 |
| 0 | 0 | |
| Statement of profit or loss | September 30, 2018 |
September 30, 2017 |
| Total net sales | 9 | 6 |
| Cost of sales | (1) | 0 |
| Gross profit | 8 | 6 |
| Total operating expenses | (1,069) | (1,330) |
| Other income (expenses), net | 0 | (50) |
| Operating income (loss) | (1,061) | (1,374) |
| Interests and other financial income, net | (4) | 1 |
| Foreign exchange gains (losses), net | (20) | 21 |
| Income taxes | 13 | 8 |
| Net income (loss) Exchange differences & equity transaction costs |
(1,072) 184 |
(1,344) (789) |
| Total comprehensive income (loss) for the period | ||
| (888) | (2,133) |
Flexterra - SAES Group interest (33.79% )
The following tables show the Total Group's statement of profit or loss, achieved by incorporating with the proportional method, instead of the equity method the joint ventures of the Group (Actuator Solutions - 50%, SAES RIAL Vacuum S.r.l. - 49% and Flexterra - 33.79%).
| Total statement of profit or loss of the Group | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of euro | 3 | rd quarter 2018 | ||||||
| Consolidated profit or loss |
50% Actuator Solutions |
Intercoy eliminations & other adjustments |
49% SAES RIAL Vacuum S.r.l. |
Intercoy eliminations & other adjustments |
33.79% Flexterra |
Intercoy eliminations & other adjustments |
Total profit or loss of the Group |
|
| Total net sales | 42,071 | 3,019 | (200) | 299 | (27) | 3 | 45,165 | |
| Cost of sales | (23,063) | (2,601) | 200 | (231) | 27 | 0 | (25,668) | |
| Gross profit | 19,008 | 418 | 0 | 68 | 0 | 3 | 0 | 19,497 |
| Total operating expenses | (13,268) | (535) | (36) | 0 | (347) | (14,186) | ||
| Other income (expenses), net | (78) | 227 | (2) | 1 | 148 | |||
| Operating income (loss) | 5,662 | 110 | 0 | 30 | 0 | (343) | 0 | 5,459 |
| Interest and other financial income, net | 74 | (74) | (1) | 0 | (1) | |||
| Income (loss) from equity method evalueted companies | (320) | 0 | (20) | 340 | 0 | |||
| Foreign exchange gains (losses), net | (163) | 15 | 0 | (148) | ||||
| Income (loss) before taxes | 5,253 | 51 | 0 | 29 | (20) | (343) | 340 | 5,310 |
| Income taxes | (2,303) | (44) | (9) | 3 | (2,353) | |||
| Net income (loss) from continued operations | 2,950 | 7 | 0 | 20 | (20) | (340) | 340 | 2,957 |
| Income (loss) from assets held for sale and discontinued | (618) | (618) | ||||||
| operations | ||||||||
| Net income (loss) before minority interest | 2,332 | 7 | 0 | 20 | (20) | (340) | 340 | 2,339 |
| Net income (loss) pertaining to minority interest | 0 | 0 | ||||||
| Net income (loss) pertaining to the Group | 2,332 | 7 | 0 | 20 | (20) | (340) | 340 | 2,339 |
| Total statement of profit or loss of the Group | |||
|---|---|---|---|
| ------------------------------------------------ | -- | -- | -- |
| Thousands of euro | September 30, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated profit or loss |
50% Actuator Solutions |
Intercoy eliminations & other adjustments |
49% SAES RIAL Vacuum S.r.l. |
Intercoy eliminations & other adjustments |
33.79% Flexterra |
Intercoy eliminations & other adjustments |
Total profit or loss of the Group |
|
| Total net sales | 117,780 | 8,887 | (565) | 800 | (94) | 9 | 126,817 | |
| Cost of sales | (66,282) | (7,327) | 565 | (607) | 94 | (1) | (73,558) | |
| Gross profit | 51,498 | 1,560 | 0 | 193 | 0 | 8 | 0 | 53,259 |
| Total operating expenses | (38,933) | (1,662) | (127) | 0 | (1,069) | (41,791) | ||
| Other income (expenses), net | 979 | 155 | (22) | 0 | 1,112 | |||
| Operating income (loss) | 13,544 | 53 | 0 | 44 | 0 | (1,061) | 0 | 12,580 |
| Interest and other financial income, net | (231) | (195) | (7) | (4) | (437) | |||
| Income (loss) from equity method evalueted companies | (1,053) | 0 | (19) | 1,072 | 0 | |||
| Foreign exchange gains (losses), net | (146) | (26) | (20) | (192) | ||||
| Income (loss) before taxes | 12,114 | (168) | 0 | 37 | (19) | (1,085) | 1,072 | 11,951 |
| Income taxes | (6,460) | (184) | (18) | 13 | (6,649) | |||
| Net income (loss) from continued operations | 5,654 | (352) | 0 | 19 | (19) | (1,072) | 1,072 | 5,302 |
| Income (loss) from assets held for sale and discontinued | ||||||||
| operations | 239,252 | 239,252 | ||||||
| Net income (loss) before minority interest | 244,906 | (352) | 0 | 19 | (19) | (1,072) | 1,072 | 244,554 |
| Net income (loss) pertaining to minority interest | 0 | 0 | ||||||
| Net income (loss) pertaining to the Group | 244,906 | (352) | 0 | 19 | (19) | (1,072) | 1,072 | 244,554 |
On October 1, 2018 the Shareholders' Meeting of SAES Getters S.p.A. pursuant to and for the purposes of article 114-bis of the TUF, approved the adoption of a long-term incentive plan based on phantom shares, for some executives directors and strategic managers, called "2018 Phantom Shares Plan".
The plan is based on the free assignment to the beneficiaries of a certain number of phantom shares that, under the terms and conditions of the plan, give the right to receive the provision of a cash incentive, parameterized at the increase in the stock price at the date when certain predetermined events occur, with respect to the assignment value.
The events that may give rise to the provision of the incentive are, for example: change of control of the Company; failure to renew the office of director upon expiry of the mandate; revocation from the position of director or substantial change in the related proxies or role without the occurrence of a justified cause; resignation for justified cause; dismissal for justified objective reasons (for Strategic Executives only); reaching the retirement age; permanent disability; death; delisting. The plan aims to remunerate the beneficiaries in relation to the growth of the Company's capitalization, with the purpose of retention and better alignment of the performances with the interests of the shareholders and of the Company. On October 17, 2018, the Board of Directors of SAES Getters S.p.A. started the implementation of the plan, by identifying, on the proposal of the Remuneration and Appointment Committee, the beneficiaries of the plan by name and determining the number of phantom shares to be assigned free of charge to each beneficiary. In compliance with the criteria established by the plan regulations, the assignment value of each phantom share was determined in the amount of €16.451, equal to the weighted average of the official prices of the Company's ordinary shares recorded in the Italian Stock Exchange (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A., in the trading days which fall within the 36 (thirty-six) months prior to the date of October 17, 2018.
On October 5, 2018, SAES, through its subsidiary SAES Getter International Luxembourg S.A., has conferred \$4.5 million of share capital in Flexterra, Inc., following the achievement by the latter of the pre-established commercial milestone. Following this payment, the shareholding of SAES in Flexterra rose to 42.23%, a percentage that may slightly vary, once payments have been finalized by third-party shareholders.
On October 23, 2018 the company SAES Investments S.A. was formally established, with its registered office in Luxembourg and wholly owned by SAES Getters S.p.A. The company, with a share capital of €40 million, is managing the liquidity deriving from the sale of the purification business, with the objective of preserving the capital in view of any possible future uses.
Results are expected in line with current ones in the coming months.
Please note that, on November 13, 2012, the Board of Directors has approved, pursuant to article no. 3 of Consob resolution no.18079/2012, to adhere to the opt-out provisions as envisaged by article no.70, paragraph 8, and no. 71, paragraph 1-bis, of the Consob Regulation related to Issuer Companies, and it therefore avails itself of the right of making exceptions to the obligations to publish information documents required in connection with significant mergers, spin-offs and capital increases by contributions in kind, acquisitions and disposals.
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The Officer Responsible for the preparation of corporate financial reports of SAES Getters S.p.A. certifies that, in accordance with the second subsection of article 154-bis, part IV, title III, second paragraph, section V-bis, of Legislative Decree February 24, 1998, no. 58, the financial information included in the present document corresponds to book of account and book-keeping entries.
The Officer Responsible for the preparation of corporate financial reports Giulio Canale6
Lainate, Milan - Italy, November 14, 2018
On behalf of the Board of Directors Dr Ing. Massimo della Porta President
6 On October 17, 2018 the Board of Directors of SAES Getters S.p.A. has approved the appointment of Dr Giulio Canale to the Officer responsible for the preparation of corporate financial reports, replacing Dr Michele Di Marco.
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