Annual / Quarterly Financial Statement • Apr 28, 2023
Annual / Quarterly Financial Statement
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PRESS RELEASE Milan, April 28, 2023
The Ordinary Shareholders' MeeƟng of SAES GeƩers S.p.A., held today in Milan in telemaƟc mode and chaired by Massimo della Porta, approved the financial statement for the year ended December 31, 2022.
In 2022 the SAES® Group achieved consolidated revenues equal to €250.3 million, up by 31.6% compared to €190.2 million in 2021. Excluding the posiƟve exchange rate effect (+9.9%, or €18.9 million) almost enƟrely due to the appreciaƟon of the US dollar against the euro, as well as the change in the scope of consolidaƟon1 (+3.5% equal to €6.6 million), the organic growth was equal to +18.2% (€34.5 million).
All Divisions showed an organic growth, except for the Chemicals Division, stable compared to the previous year. One of the largest increases was recorded in the Medical NiƟnol Division (+25.7%, equal to €22.3 million), thanks to the resumpƟon of elecƟve therapies and the recovery of post Covid deferred intervenƟons, together with the physiological growth of the minimally invasive surgery's market. Also, the Packaging Division recorded a strong organic growth (+81.2%, equal to €4.8 million) thanks to the consolidaƟon of the signs of growth already seen at the end of 2021. More in details, in 2022 there was a balancing of the commercial strategy, combining the most innovaƟve proposals for sustainable packaging with an offer of products that are alternaƟve to consolidated barrier technologies, in a complex and constantly evolving market, in terms of both price and availability of plasƟc raw materials. The High Vacuum Division recorded an organic growth as well (+25.4%, equal to €4.8 million), thanks to higher sales of vacuum pumps in all segments (industrial, parƟcle accelerators and research insƟtutes) and the start of the project with the RFX consorƟum of Padua, acƟve in the field of experimental nuclear fusion. In the Industrial Division, the organic growth of revenues
1 Revenues related to the first half of 2022 of Strumenti Scientifici Cinel S.r.l. and revenues for the period May 25 –December 31, 2022 of SAES RIAL Vacuum S.r.l.
(+4.3%, equal to €2.8 million) was driven by the good performance of SMA materials sales in the luxury and mobile devices sectors, while the increase in the sintered materials sector was offset by the structural decrease in the more mature geƩer markets (in parƟcular, lamps and thermal insulaƟon).
Consolidated operaƟng income amounted to €41.2 million (16.5% of consolidated revenues) in 2022, almost doubled (+85%) compared to €22.3 million (11.7% of consolidated revenues) in the previous year. Excluding both the posiƟve exchange rate effect (equal to +€6.9 million) and the change in the scope of consolidaƟon2 (negaƟve for €0.2 million), the organic change was equal to +€12.3 million. Excluding also the non-recurring items related both to 2022 (costs for the seƩlement of the heirs of a strategic employee of the Parent Company, equal to €1.9 million; consultancy costs for preliminary assessments related to the sale of the Medical NiƟnol business, equal to €2.2 million; costs for the liquidaƟon of the Korean subsidiary, equal to €0.5 million, for a total of €4.6 million) and to 2021 (€1.5 million for impairment test in the packaging sector and €1.1 million for the cancellaƟon of an advance for a potenƟal equity investment not made in the packaging business, for a total of €2.6 million), the consolidated operaƟng income would have organically increased by €14.3 million, a very strong growth (+64.1%) compared to 2021. The increase was aƩributable to the beƩer industrial performance of the Medical NiƟnol Division and, with lower absolute figures, of the High Vacuum Division, despite the increase in operaƟng expenses (personnel costs due to the increase in the average workforce both in the US and in Italy, consultancy and markeƟng costs associated with the launch of the new B!POD project, as well as, to a lesser extent, expenses for travel, energy and insurance coverage).
Consolidated EBITDA3 amounted to €56.7 million (22.7% of consolidated revenues) in 2022, strongly up (+58.3%) compared to €35.8 million in 2021 (18.8% of consolidated revenues). Net of the posiƟve exchange rate effect (+€7.6 million), of the change in the scope of consolidaƟon4 (+€0.9 million) and of non-recurring costs for both years (respecƟvely €4.6 million in 20225 and €1.1 million in 20216 ), the change in EBITDA would have been posiƟve by +€15.9 million (+44.3%), in line with the organic increase of the operaƟng income and driven by the growth in the performance of the Medical NiƟnol and High Vacuum Divisions.
Consolidated result was equal to €12.4 million in 2022, unchanged compared to €12.8 million in the previous year. Despite the excellent performance of the operaƟng management (operaƟng income almost doubled compared to 2021), the consolidated income was in line with that of 2021 because penalized by the reducƟon in the value of the securiƟes porƞolio following the Ukraine crisis and consequent internaƟonal tensions.
The consolidated net financial posiƟon was posiƟve and equal to €64.3 million as of December 31, 2022, up (+€11.2 million) compared to €53.1 million as of September 30, 2022, thanks to the combined effect of the excellent result from operaƟons and of the recovery of the securiƟes porƞolio (+€3.1 million).
***
The Ordinary General MeeƟng of Shareholders approved the distribuƟon of a dividend of €0.55 per ordinary share (compared with €0.47 in the previous year) and of 0,7614647 per savings share (compared with €0.47 in the previous year), by full distribuƟon of the profit for the year (aŌer deducƟng net unrealized foreign exchange gains) and a porƟon of the available "Retained Earnings" reserve.
The dividend will be paid on May 10, 2023; the share will trade ex-dividend starƟng from May 8, 2023 following the detachment of the coupon no. 39, while the record date related to the dividend payment is May 9, 2023.
The Ordinary Shareholders' Meeting approved, pursuant to article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree no. 58/1998, with binding vote, the first section of the Remuneration Report and, pursuant to article 123-ter, paragraph 6, with non-binding vote, the second section of the Remuneration Report.
2 Acquisition of Strumenti Scientifici Cinel S.r.l. in July 2021 and acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. on May 25, 2022. 3 EBITDA is not deemed an accounting measure under International Financial Reporting Standards (IFRSs); however, it is believed 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 the same as that adopted by other Groups. EBITDA is calculated as "Pre-tax profit (loss) for the period, net exchange gains (losses), share of profit (loss) of equity-accounted investees, net financial income (expenses), impairment losses and amortisation/depreciation".
4 Acquisition of Strumenti Scientifici Cinel S.r.l. in July 2021 and acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. on May 25, 2022.
5 Costs for the settlement to the heirs of a strategic employee of the Parent Company, equal to €1.9 million; consultancy costs for preliminary assessments related to the sale of the Medical Nitinol business, equal to €2.2 million; costs for the liquidation of the Korean subsidiary, equal to €0.5 million.
6 €1.1 million for the cancellation of an advance for the potential equity investment not made in the packaging business.
7 Inclusivo sia del dividendo privilegiato per l'esercizio 2022, sia del recupero del dividendo privilegiato per l'esercizio 2021.
The Ordinary Shareholders' MeeƟng also confirmed the appointment of Dr. Maria Pia Maspes as an Independent Director, whose term of office will last for the enƟre duraƟon of the current Board of Directors, that is unƟl the approval of the financial statements as of December 31, 2023. It is recalled that Dr. Maria Pia Maspes had joined the Board of Directors on March 29, 2023 by co-opƟon, pursuant to ArƟcle 2386 of the Civil Code, following the resignaƟon of Independent Director Luciana Sara Rovelli on March 6, 2023. The same Board of Directors' meeƟng of March 29, 2023 had ascertained that Dr. Maria Pia Maspes met the requirements of professionalism and honorability and complied with the criteria of competence, fairness and dedicaƟon of Ɵme provided by the pro tempore regulaƟons in force and the ArƟcles of AssociaƟon, as well as the requirement of independence pursuant to the Corporate Governance Code of Borsa Italiana and in accordance with arƟcles 147-ter, paragraph 4, and 148, paragraph 3, of LegislaƟve Decree 58/1998. Please note that the newly appointed Director, whose curriculum vitae is available on the Company's website www.saesgeƩers.com/it/investor-relaƟons/area-investors/assemblea-dei-soci, does not hold shares in SAES GeƩers S.p.A. The Board of March 29, 2023 had appointed Independent Director Maria Pia Maspes as a Member of the Audit and Risk and Sustainability CommiƩee, the Related Party TransacƟons CommiƩee and the Supervisory Board.
Lastly, the Ordinary Shareholders' MeeƟng resolved to appoint Dr. Silvia OlivoƩo as Alternate Auditor (the name proposed by the majority shareholder S.G.G. Holding S.p.A.) for the purpose of integraƟng the Board of Statutory Auditors, following the resignaƟon submiƩed by Alternate Auditor Avv. Mara Luisa Sartori effecƟve June 1, 2022. The term of office of the new Alternate Auditor will expire together with those of the current Statutory Auditors appointed by the Company's Ordinary Shareholders' MeeƟng held on April 20, 2021 and in office unƟl the approval of the financial statements as of December 31, 2023. The curriculum vitae of Dr. Silvia OlivoƩo is available on the Company's website (www.saesgeƩers.com/it/investor-relaƟons/area-investors/assemblea-dei-soci) and it should also be noted that Dr. OlivoƩo does not own any SAES GeƩers S.p.A. shares.
The same Shareholders' MeeƟng, also convened in telemaƟc mode in extraordinary session, passed resoluƟons in favor of: (i) revocaƟon of the delegaƟon pursuant to arƟcle 2443 of the Civil Code, granted by the Shareholders' MeeƟng of April 24, 2018 to the Board of Directors, to increase the share capital; (ii) reaƩribuƟon to the Directors of the power, pursuant to arƟcle 2443 of the Civil Code, to increase, on one or more occasions, free of charge and/or for cash, the share capital for a maximum nominal amount of €15,600,000, for a period of five years; and (iii) consequent amendments to the ArƟcles of AssociaƟon.
The Special MeeƟng of Savings Shareholders also met today in digital mode and was called to deliberate on the appointment of the Common RepresentaƟve of Savings Shareholders for the three-year period 2023-2025, the current representaƟve, Avv. Massimiliano Perleƫ, in office for the three-year period 2020-2022, having expired. The Special MeeƟng appointed Avv. Dario Trevisan as the Common RepresentaƟve of Savings Shareholders and set his annual gross emolument at 15,000 euros. Please note that the Special MeeƟng resolved on the basis of two nominaƟons: the first nominee, proposed by the Board of Directors was the same lAvv. Massimiliano Perleƫ; the second was Avv. Dario Trevisan, proposed by the shareholder Mr. Andreas W. Lechner
***
The main data extracted from the consolidated financial statements are aƩached below.
(millions of euro)
| Consolidated income statement figures | 2022 | 2021 |
|---|---|---|
| Revenue | 250.3 | 190.2 |
| R&D expenses | 12.7 | 11.7 |
| DepreciaƟon of property, plant and equipment, | 15.2 | 12.1 |
| intangible assets and right-of-use assets | ||
| Personnel cost | 99.4 | 82.2 |
| OperaƟng profit (loss) | 41.2 | 22.3 |
| Profit (loss) for the period | 12.4 | 12.8 |
| Consolidated balance sheet figures | Dec. 31, 2022 | Dec. 31, 2021 |
| Equity aƩributable to the owners of the Parent | 264.1 | 253.5 |
Property, plant and equipment 92.7 84.5
| Net financial posiƟon | 64.3 | 74.8 |
|---|---|---|
| Purchase of property, plant and equipment | 15.3 | 16.4 |
***
The Officer responsible for the preparaƟon of corporate financial reports of SAES GeƩers S.p.A. cerƟfies that, in accordance with the second subsecƟon of arƟcle 154-bis, part IV, Ɵtle III, second paragraph, secƟon V-bis, of LegislaƟve Decree February 24, 1998, no. 58, the financial informaƟon included in the present document corresponds to book of account and book-keeping entries.
The Officer responsible for the preparaƟon of corporate financial reports Giulio Canale
A pioneer in the development of geƩer technology, the company SAES GeƩers S.p.A., together with its subsidiaries is a world leader in a variety of scienƟfic and industrial applicaƟons that require high vacuum condiƟons. In more than 80 years of acƟvity, the Group's geƩer soluƟons have been supporƟng technological innovaƟon in the informaƟon display and lamp industries, in sophisƟcated high vacuum systems and in vacuum thermal insulaƟon, in technologies spanning from large vacuum power tubes to miniaturized devices such as silicon-based microelectronic and micromechanical systems (MEMS).
StarƟng in 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 parƟcular the market of shape memory alloys, a family of materials characterized by super elasƟcity 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 realizaƟon of actuator devices for the industrial sector (domoƟcs, white goods industry, consumer electronics, healthcare, automoƟve and luxury sector).
More recently, SAES has expanded its business by developing a technological plaƞorm that integrates geƩer materials in a polymeric matrix. These products, iniƟally developed for OLED displays, are currently used in new applicaƟon sectors, among which optoelectronics, advanced photonics, telecommunicaƟons (5G) and mobile phones above all.
Among the most recent applicaƟons, 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 soluƟons.
Finally, please note the recent establishment of the new unit dedicated to consumer innovaƟon, called B!POD, created with the aim of developing and markeƟng sustainable products and soluƟons and combaƟng food waste.
A total producƟon capacity distributed in eleven faciliƟes, a worldwide-based sale & technical service network and almost 1,200 employees allow the Group to combine mulƟ-cultural skills and experience and to be a truly global enterprise.
SAES Group's headquarters are based in Milan.
SAES GeƩers S.p.A. is listed on the Italian Stock Exchange Market, Euronext STAR segment, since 1986.
More informaƟon on the SAES Group is available in the website www.saesgroup.com.
Emanuela Foglia Investor RelaƟons Manager Tel. +39 02 93178 273 E-mail: investor_relaƟ[email protected]
Corporate Media RelaƟons Close to Media Tel. +39 02 70006237 Fiorella Poppi E-mail: [email protected] Enrico Bandini E-mail: [email protected]
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