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Saes Getters

Earnings Release Mar 12, 2020

4297_10-k_2020-03-12_329262fa-03b4-4cfb-ac12-66df5f258021.pdf

Earnings Release

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PRESS RELEASE

Milan, March 12, 2020

STRONG GROWTH IN REVENUES AND SIGNIFICANT IMPROVEMENT IN ALL THE ECONOMIC AND FINANCIAL INDICATORS

  • Consolidated revenues equal to €182.4 million compared to €160.3 million in FY 2018; net of the exchange rate effect (+4.3%), organic growth equal to 9.5%
  • Total revenues of the Group equal to €194 million, up by 12.7% compared to €172.2 million in FY 2018
  • Consolidated gross profit equal to €78.4 million (43% of revenues), up by 11.6% compared to €70.3 million (43.8% of revenues) in FY 2018
  • Consolidated operating income equal to €26.8 million, strongly increased (+77.7%) compared to €15.1 million in FY 2018
  • Consolidated EBITDA equal to €36.5 million (20% of revenues), significantly increased (+38.9%) compared to €26.3 million (16.4% of revenues) in FY 2018
  • Financial management penalized by write-downs totaling €1.6 million (non-recurring writedowns equal to €13.4 million in FY 2018)
  • Consolidated net income from continued operations equal to €19.7 million (-€7.7 million in FY 2018)
  • Net financial position positive and equal to €115.3 million, improved when compared to €111.8 million at September 30, 2019
  • Proposed a dividend of €0.78 per ordinary share and of €0.80 per savings share
  • Consolidated revenues equal to €32.4 million in the first two months of 2020, up by 17.3% compared to 2019
  • The BoD resolved to donate €0.5 million to research institutes involved in the front line against coronavirus, as well as to the Italian Civil Protection
  • All Italian manufacturing plants are in operation, applying the health procedures currently in force

The Board of Directors of SAES Getters S.p.A., gathered today in Lainate (MI), approved the Consolidated Financial Statements and the Draft of the Financial Statements of the Parent Company SAES Getters S.p.A., that will be examined by the Ordinary Shareholders' Meeting convened on April 21, 2020, at 10.30 a.m., in a single call, except for any postponement following emergency measures.

The full version of the call of the Ordinary Meeting will be available in the system managed by Computershare S.p.A. () and published in the website of the Company (www.saesgetters.com/investor-relations/areainvestors/shareholders-meeting) within March 20, 2020 and, on the same date, an extract of the same call will be published in a national financial newspaper.

"The satisfaction for the excellent results of 2019, that once again confirm the soundness of the strategic choices made, is unfortunately thwarted by the recent evolution of the well-known coronavirus epidemic" - said Mr. Massimo della Porta, President of SAES Getters S.p.A. - "Today our attention is mainly focused on the implementation of procedures that ensure the protection of our employees and the business continuity. The sectors in which the Group operates, primarily that of medical devices, are historically less exposed to cyclicality and this makes us remain optimistic".

In 2019 the SAES® Group achieved consolidated net revenues equal to €182.4million, a double-digit growth (+13.8%) compared to the figure of 2018 (€160.3 million). The exchange rate effect was positive and equal to +4.3%, mainly related to the appreciation of the US dollar against the euro. By excluding the exchange rate effect, the organic growth was equal to +9.5%, mainly driven by the business of medical devices in Nitinol (higher volumes, distributed on various product lines and on different application markets) and by the sectors of SMAs for industrial applications (sales of educated wires for consumer electronics applications and components for luxury applications), as well as of electronic devices (higher sales both of getter components for thermal sensors for surveillance and industrial applications, and of advanced getters for the consumer electronics market). Finally, also the Sintered Components for Electronic Devices & Lasers business recorded an organic growth, driven by applications related to the defense and avionics sectors.

By including also the revenues of the joint ventures1 , the total revenues of the Group were equal to €194 million in 2019, up by 12.7% compared to €172.2 million in 2018, mainly thanks to the increased consolidated revenues and to the growth of sales of the joint venture SAES RIAL Vacuum S.r.l. In the joint venture Actuator Solutions sales were down by 7.5%, penalized by the slow-down in the automotive sector, only partially offset by the revenues deriving from developments in the telecom sector.

The growth of consolidated revenues has allowed the improvement of the economic indicators.

Consolidated gross profit2 amounted to €78.4 million in 2019, compared to €70.3 million in 2018. The growth (equal to €8.1 million in absolute terms or +11.6%), also favored by the exchange rate effect, equal to +€3.4 million, was totally driven by the increase in sales, mainly in the business of medical devices in Nitinol (Medical Business Unit), as well as in the electronic devices business and in that of the SMAs for industrial applications (Industrial Business Unit). Gross margin3 recorded a slight decrease (from 43.8% in 2018 to 43% in 2019), attributable to the Medical operating segment, where some temporary manufacturing inefficiencies occurred in Memry Corporation.

Consolidated operating income amounted to €26.8 million (14.7% of consolidated revenues) in 2019, strongly increased (+77.7%) compared to €15.1 million in the corresponding period of the previous year (9.4% of consolidated revenues): excluding the positive exchange rate effect (+€2.7 million), the organic growth (+59.5%) was attributable to the increase in the gross profit, in turn favored by higher sales, in addition to non-recurring economic items, explained here below, with a positive sign in the current year (+€0.4 million) and with a negative sign in 2018 (-€4.6 million).

In particular, in 2019, the item "Other net income (expenses)" included the consolidated capital gain of €1.2 million4 for the sale of the OLET patents owned by E.T.C. S.r.l. in liquidation to the joint venture Flexterra, Inc. and a compensation of €0.6 million for the non-compliance of some products recognized as not attributable to SAES. These positive figures were only partially offset by the write-downs equal to €0.9 million5 and by extraordinary operating costs for severance of €0.5 million, related both to the conclusion of the reduction process of the staff of the Parent Company, which began in 2018 after the sale of the purification business, and to the phase-out of metalized products in the packaging sector.

Instead in 2018 the operating expenses were penalized by severance costs related to the Parent Company equal to €2.7 million, as well as by the write-off of €3.1 million related to the impairment test on the Advanced Packaging operating sector. On the other hand, an income equal to €1.2 million referring to the non-repayable grant provided by the State of Connecticut to Memry Corporation had been recorded under the item "Other net income (expenses)".

Consolidated EBITDA6 was equal to €36.5 million (20% of consolidated revenues) in 2019, compared to €26.3 million (16.4% of revenues) in 2018. Net of the positive effect related to the first application of the IFRS 16, consolidated EBITDA would have been equal to €34.9 million (19.1% of revenues), still significantly growing (+32.7%) compared to 2018, in line with the operating indicators.

1 Actuator Solutions (50%), SAES RIAL Vacuum S.r.l. (49%) and Flexterra (46.73%).

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 Capital gain recognized only to the minority interest in the joint venture, in accordance with IAS 28.

5 Scrapping of non-compliant products equal to €0.6 million in the electronic devices business and write-down of €0.3 million related to the costs included in the income statement for a project to extend the Lainate plant, subsequently suspended because it was decided to make the productive investment in Roncello.

6 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".

Even by excluding all the non-recurring income and expenses (net income equal to +€0.7 million7 in 2019 and net expenses equal to -€1.5 million8 in the previous year), EBITDA would have been equal to €35.8 million (19.6% of revenues) in 2019, strongly increased compared to €27.8 million (17.3% of revenues) in 2018, mainly driven by the electronic devices sector, the SMAs for industrial applications sector and that of Nitinol for medical applications.

Please note that the adoption of the new accounting rules for operating leases starting from January 1, 2019 (IFRS 16) did not have any significant effect on either the consolidated gross profit or on the consolidated operating income.

Net income from operating activities was equal to €19.7 million (10.8% of consolidated revenues) in 2019, showing a very strong increase compared to a loss amounting to -€7.7 million in 2018 (-4.8% of consolidated revenues).

The net income deriving from discontinued operations amounted to €0.2 million, mainly consisting of the positive adjustment on the sale price of the purification business, resulting from the definition of the actual value of the tax credit of the companies sold SAES Getters USA, Inc. and SAES Pure Gas, Inc. resulting from the income tax return for the period January 1 - June 24, 2018, presented in April 2019.

In 2018, the net income from discontinued operations amounted to €240 million, mainly composed of the gross capital gain (€262.4 million) generated by the sale of the gas purification business, from which the costs related to the transaction were deducted, equal to -€35.2 million (mainly legal expenses, consultancy fees and incentives for both the personnel included in the sale 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 recorded by the purification business from January 1 to June 24, 2018 (the effective date of the sale) equal to €12.8 million.

Consolidated net income was equal to €19.8 million (10.9% of consolidated revenues) in 2019, compared to a net income of €232.3 million (145% of consolidated revenues) in the previous year.

Consolidated net financial position as at December 31, 2019 was positive and amounting to €115.3 million and this figure was negatively affected by the effects deriving from the adoption of the new accounting standard IFRS 16, which entailed the recording of notional financial debts representative of the current value of future commitments related to the use of assets owned by third parties, for a total amount of €4.6 million.

The improvement compared to September 30, 2019 (€111.8 million) was mainly attributable to the positive operating cash flows and to the securities portfolio, only partially reduced by the quarterly capex (€6.4 million).

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

Relevant events occurred in the year 2019

On March 18, 2019, the Ordinary Shareholders' Meeting of SAES Getters S.p.A., following the proposal made by the Board of Directors on February 14, 2019, authorized a voluntary Partial Tender Offer (PTO) on a maximum of no. 3,900,000 ordinary shares of SAES Getters (corresponding to 17.7% of the total shares and to 26.6% of the ordinary shares), at a price of €23 per share (ex 2018 dividend), for a maximum total counter value of €89.7 million.

The Offer Document relating to the PTO was approved by Consob on April 30, 2019 and published on May 2, 2019. The acceptance period for the PTO began on May 6, 2019 and ended on May 24, 2019. At the closing date, no. 6,475,263 ordinary shares were brought into acceptance of the tender offer, equal to approximately 166% of the shares involved in the tender offer, corresponding to 44.1% of the ordinary shares and to 29.4% of the share capital of SAES Getters S.p.A., for a total value of €148.9 million before the application of the allotment coefficient. An allotment coefficient of 60.2% was applied to the shares tendered and the total payment, equal to €89.7 million, was made on May 31, 2019.

Following the completion of the tender offer, SAES Getters holds no. 3,900,000 ordinary shares, equal to about 26.6% of the total ordinary shares and about 17.7% of the Company's share capital.

These ordinary treasury shares represent a medium to long term investment in the Company, which might also be used to guarantee loans in case of any extraordinary operation and/or to develop alliances consistent with the Group's strategic direction. Until these opportunities to use these resources arise, the Company intends to keep these treasury shares in its portfolio.

On April 17, 2019, for the purposes of issuing the guarantee for the fulfillment of the obligations of the Offer and of covering the outlay for the purchase of ordinary shares, as well as part of the fees and expenses related to the tender offer, the Parent Company signed a medium-long term loan for an amount of €92.7 million with Mediobanca - Banca di Credito Finanziario S.p.A. The loan has a maximum duration of five years and provides for the quarterly payment of

7 +€1.2 million, equal to the consolidated capital gain realized on the sale of the IP to the joint venture Flexterra; -€0.5 million of severance costs; - €12 thousand in costs for the disposal of non-compliant stock, already net of the compensation received.

8 +€1.2 million for the non-refundable contribution to Memry Corporation and -€2.7 million for severance costs.

interests at a fixed annual rate of 1.2%. The payback is possible in a single solution at the final date or it is allowed at any time through partial voluntary repayments for a minimum amount of €5 million and multiples of €1 million. In the event of early repayments, the Parent Company must also pay Mediobanca, in addition to the amount subject to repayment, any mark-to-market value - if negative - of the IRS derivative underwritten by the lender to cover the risk of interest rate fluctuations; in the case of a positive mark-to-market value, the latter will be paid by Mediobanca to SAES. There is a single financial covenant (a positive consolidated net financial position) subject to a six-monthly review. The loan is secured by pledges on the Group's financial assets.

In the first quarter of 2019, a sum of €100 million in cash, in addition to the €100 million already allocated as at December 31, 2018, have been invested in the construction of a portfolio with a conservative investment profile and mainly with high flexibility and liquidity, in order to be able to promptly face any future need of the Group.

On May 1, 2019, following the successful completion of the due diligence and of the environmental assessment, Memry Corporation finalized the purchase of the property located in Bethel (CT) for a value of \$5.8 million. Please note that Memry Corporation had already paid an advance payment of \$0.3 million at the end of 2018.

In May 2019, E.T.C. S.r.l. in liquidation finalized the sale of its own OLET patents to the joint venture Flexterra, Inc. Since this intellectual property was not valued in the assets of E.T.C. S.r.l., the transaction gave rise to an extraordinary revenue from a related party of €1.2 million9 .

On July 1, 2019, the subsidiary Memry Corporation signed a rental agreement for an additional production site of more than 63,000 sq.ft. (equal to around 5,900 square meters) located in Bethel (CT). The lease contract has a five-year and six month term and an annual cost of \$7.25 per sq.ft.

On August 7, 2019, S.G.G. Holding S.p.A. obtained the increase of the voting right for further no. 1,465,731 ordinary shares of SAES Getters S.p.A. At the end of this operation, the ordinary shares owned by S.G.G. Holding on which the voting right increase is effective are equal to no. 2,819,773 and the latter holds a percentage of voting rights equal to 44.81% as at December 31, 2019 (including also the treasury shares held by SAES Getters S.p.A. in this calculation). On September 4, 2019, S.G.G. Holding registered the remaining ordinary shares still with a single vote in its possession (equal to no. 2,198,713) in the List for the attribution of the increased vote. These shares will accrue the increase of the voting right after twenty-four months from the date of the registration, only in the case of uninterrupted ownership by S.G.G. Holding in this period.

The Parent Company SAES Getters S.p.A. ended the year 2019 with revenues equal to €62.1 million (€57.2 million in 2018) and a net income equal to €14.4 million (€258.2 million in 2018).

***

The total dividend proposed to the Shareholders' Meeting will be €0.78 per ordinary share (compared to €0.70 in the previous year) and €0.79662610 per savings share (compared to €0.85517511 in the previous year), through the distribution of the net income.

The dividend will be paid on April 29, 2020; the share will trade ex-dividend starting from April 27, 2020 following the detachment of the coupon no. 36, while the record date related to the dividend payment is April 28, 2020.

***

The Ordinary Shareholders' Meeting, convened on April 21, 2020, except for any postponement following emergency measures, will be called to resolve pursuant to article 123-ter, paragraphs 3-bis and 3-ter, of the Legislative Decree n. 58/1998, in favor or against it, on the first section of the Remuneration report, with a binding vote; pursuant to article 123-ter, paragraphs 4 and 6, in favor or against it, on the second section of the Remuneration report, with a non-binding vote. The aforementioned report will be made available to the public in the Company website (www.saesgetters.com/investor- relations/area-investors/shareholders-meeting), in the storage system () and at the Company's headquarters on March 30, 2020.

9 Capital gain recognized only to the minority interest in the joint venture, in accordance with IAS 28.

10 This amount includes the increase of €0.016626 and €0.138549 as full recognition of the privileged dividend for the year 2019.

11 Including both the full recognition of the privileged dividend for the year 2017, and the increase of € 0.016626 and € 0.138549 as full recognition of the privileged dividend for the year 2018.

The Ordinary Shareholders' Meeting will also be called to approve the adjustment of the fees of Deloitte & Touche S.p.A. for the year 2019 in relation both to the independent auditing of the accounts and to the assignment concerning the limited examination of the Consolidated non-financial statement of SAES Getters S.p.A. and its subsidiaries, as requested by the same company respectively on August 2, 2019 and December 20, 2019.

The related report of the Directors will be available in the Company's website (www.saesgetters.com/investorrelations/area-investors/shareholders-meeting), in the system managed by Computershare S.p.A. () and at the Company's headquarters on March 20, 2020.

On the same date (April 21, 2020, except for any postponement following emergency measures), the Shareholders' Meeting will also meet in an extraordinary session to approve the adaptation of article 11 of the Corporate By-Laws to Consob regulation (Communication no. 0214548 of April 18, 2019). The related report of the Board of Directors will be made available in the Company's website (www.saesgetters.com/en/investor-relations/shareholders-meeting), in the system managed by Computershare S.p.A. () and at the Company's headquarters on March 30, 2020.

On April 21, 2020, except for any postponement following emergency measures, at 12.00 a.m. (and in any case at the end of the Ordinary Shareholders' Meeting and of the Extraordinary Shareholders' Meeting), the Special Savings Shareholders' Meeting will meet to decide upon the appointment of the Common Representative of the Savings Shareholders for the three-year period 2020-2022, as well as on the determination of his annual remuneration, given the expiry of the mandate of the current representative, the lawyer Massimiliano Perletti, in office for the period 2017-2019.

The full version of the notice of the Special Savings Shareholders' Meeting will be available in the system managed by Computershare S.p.A. () and it will be published in the website of the Company (www.saesgetters.com/investor-relations/area-investors/shareholders-meeting), on March 20, 2020 and in the same day an abstract of the same notice will be published in a national financial newspaper.

The report of the Directors on the only item in the agenda, pursuant to article 125-ter of the TUF, will be published in the Company's website (www.saesgetters.com/investor-relations/area-investors/shareholders-meeting), as well as in the system managed by Computershare S.p.A. () on March 20, 2020.

Finally, today the Board of Directors approved the Report on corporate governance and ownership structure and the Consolidated statement on non-financial information, related to the year 2019.

The Report on corporate governance and ownership structure and the Report containing non-financial information, including the certification of the independent auditors, will be made available in the Company's website (www.saesgetters.com/en/investor-relations/financial-reports), in the system managed by Computershare S.p.A. () and at the Company's headquarters on March 30, 2020, together with the draft financial statements of SAES Getters S.p.A. and the consolidated financial statements, accompanied by the management reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors.

The Board had already carried out, in the meeting of February 13, 2020, in compliance with the principle of 3.P.2 and of the application criterion 3.C.4 of the Corporate Governance Code, the assessment of the independence requirements of the Directors based on the requirements of the Corporate Governance Code and articles 147-ter, paragraph 4, and 148, paragraph 3 of the TUF, confirming the status of "independent" of the Directors Avv. Gaudiana Giusti, Dr Stefano Proverbio and Dr.ssa Luciana Rovelli and, based solely on the independence requirements set out in articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF, the "independent" qualification of Prof. Adriano De Maio.

At the meeting of February 13, 2020 the Board also verified the persistence of the requirements of professionalism and integrity that the Statutory Auditors must possess pursuant to the Decree of the Ministry of Justice of March 30, 2000, no. 162, as well as of independence pursuant to article 148, paragraph 3 of the TUF and of the application criterion 8.C.1. of the Corporate Governance Code.

***

Industrial Business Unit

Consolidated revenues of the Industrial Business Unit amounted to €87.4 million, up by 12.2% compared to €77.8 million in the previous year. The foreign currency trend led to a positive exchange rate effect equal to 3.2%, net of which revenues organically increased by 9%.

The organic growth was mainly driven by the business of shape memory alloys for industrial applications (SMA Industrial Business, + 43.5%), thanks to the sales of educated wire for consumer electronics applications and those of SMA components for luxury applications. A two-digit organic growth (+19.7%) was also recorded by the electronic devices sector (Electronic Devices Business) thanks to the higher sales of getter components for thermal sensors for surveillance and industrial applications, as well as advanced getters for the consumer electronics market. Finally, the Sintered Components for Electronic Devices & Lasers Business also grew organically (+9%) thanks to the higher sales of heat dissipation devices used in semiconductor lasers in defense-related applications. Also, the electron emitter business recorded a slight growth, especially in the avionics and power tube sectors. On the other end, the following businesses showed a slight organic decrease:

large projects in the particle accelerator sector; the decrease in this sector was only partially offset by higher sales - The Solutions for Vacuum Systems Business (-7.8%), penalized by some delays in the implementation of some
of pumps for analytical instrumentation and for research laboratories.
- The Security & Defense Business, whose slight organic decrease (-2.1%) was mainly attributable to the
postponement of some deliveries related to night vision applications. However, the market trend is confirmed to
be growing.
- The Healthcare Diagnostic Business (-5.7%) which, after a start of the year characterized by a high demand,
faced a slowdown mainly due to customers' over-stock. The outlook for 2020 remains stable.
- The Functional Chemicals Systems Business (-7.3%), whose decrease was due to weak sales of new generation
dispensable products for OLED displays in the first part of the year which qualified only in the second half of the
year. In addition, in the last part of 2019, also the sales of functional chemicals for semi-hermetic electronic devices
in photonics and automotive applications contributed positively.
- In line with the full year 2018, the thermal insulation (Thermal Insulated Devices Business) and lamps (Lamps
Business) segments recorded an organic decrease. In the former, the contraction was mainly due to the decrease
in the demand in the vacuum bottles sector; in the latter, to the technological competition of LEDs on fluorescent
and discharge intensity lamps.
The table below shows the revenues in 2019 related to the various business areas, with evidence of the exchange
rate effect and of the organic change, compared to 2018.
Thousands of euro (except %) Total Organic Exchange rate
Business 2019 2018 difference
(%)
change
(%)
effect
(%)
Security & Defense 12,778 12,595 1.5% -2.1% 3.6%
Electronic Devices 25,636 21,106 21.5% 19.7% 1.8%
Healthcare Diagnostics 4,438 4,578 -3.1% -5.7% 2.6%
Lamps 4,073 4,901 -16.9% -19.6% 2.7%
Thermal Insulated Devices 3,377 3,566 -5.3% -10.3% 5.0%
Solutions for Vacuum Systems 10,592 11,183 -5.3% -7.8% 2.5%
Sintered Components for Electronic Devices & Lasers 8,452 7,350 15.0% 9.0% 6.0%
SMA Industrial
Functional Chemical Systems
16,969
1,051
11,482
1,075
47.8%
-2.2%
43.5%
-7.3%
4.3%
5.1%

Gross profit of the Industrial Business Unit was equal to €42.2 million in 2019, compared to €38.3 million in 2018. The growth (+10.2%) was mainly related to the excellent performance of the sales in the electronic devices sector and in that of SMAs for industrial applications. The gross margin slightly decreased from 49.2% to 48.3%, penalized by the disposal of non-compliant products12 (€0.6 million) in the electronic devices sector. Even excluding this cost, the reduction in gross margin13 was mainly attributable to lower sales and the less favorable product mix in the defense and vacuum pumps sectors, only partially offset by the increase in the margins of SMAs for industrial applications, the latter characterized from a strong increase in revenues instead.

Operating income of the Industrial Business Unit was equal to €26.1 million in 2019, compared to €20.6 million in 2018: the increase in revenues enabled the strong growth of the operating indicators, both in absolute terms (+26.9%) and as a percentage of revenues (from 26.4% to 29.9%). The decrease in operating expenses (-€0.7 million) was related to severance costs equal to €0.7 million in 2018. In the current year, the aforementioned extraordinary costs for the scrapping of non-compliant stocks (€0.6 million) were offset by the related compensation received of approximately the same value (€0.6 million) recognized under the item "Other net income (expenses)".

Medical Business Unit

12 Please note that for this disposal of non-compliant products for reasons not attributable to SAES (total cost of €0.6 million) the Group received a compensation of almost the same amount recognized in the item "Other net income (expenses)".

13 Excluding the cost for the disposal of non-compliant products, the 2019 gross margin would have been equal to 48.9%.

SAES Group – Press Release
Consolidated revenues of the Medical Business Unit were equal to €85 million, significantly increased (+19.7%)
when compared to €71 million in the previous year. The exchange rate effect was positive and equal to +6.1%, net
of which the organic growth was double-digit and equal to +13.6%, spread over different product lines, customers
and market segments.
The table below shows the consolidated revenues in 2019, with evidence of the exchange rate effect and of the
organic change compared to 2018.
Thousands of euro (except %)
Total Organic Exchange rate
Business 2019 2018 difference change effect
(%) (%) (%)
Nitinol for Medical Devices 84,979 70,968 19.7% 13.6% 6.1%

Operating income of the Medical Business Unit amounted to €26.2 million (30.8% of consolidated revenues), up by +10.6% compared to the figure of the previous year, equal to €23.7 million (33.3% of consolidated revenues). The increase was due to the strong growth of the gross profit, which more than absorbed the increase in operating expenses (in particular, G&A expenses for consultancy), also penalized by the negative effect of exchange rates. Finally, please note the non-refundable contribution granted in 2018 by the State of Connecticut to the subsidiary Memry Corporation (€1.2 million), recognized under the item "Other net income (expenses)". Business 2019 2018

Packaging Business Unit

Consolidated revenues of the Packaging Business Unit were equal to €10 million in 2019, compared to €11.5 million in 2018. Sales are exclusively denominated in euro. The decrease (-12.8%) was affected by the rationalization of the product portfolio started in the second half of 2018 and still ongoing, aimed at reducing the incidence of metalized products compared to lacquered ones (the latter having higher margins), while sales of the new lacquered products with higher added value started only in the last months of 2019, as a result of commercial policies aimed at promoting the most innovative products. Packaging 10,007 11,480 -12.8% -12.8% 0.0%

The table below shows the consolidated revenues in 2019, with evidence of the exchange rate effect and of the organic change compared to 2018.

Thousands of euro (except %)

Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Solutions for Advanced Packaging 10,007 11,480 -12.8% -12.8% 0.0%

Gross profit of the Packaging Business Unit was equal to €0.6 million (6% of revenues) compared to €1.2 million (10.3% of revenues) in 2018: this decrease, both in absolute terms and as percentage on revenues, was mainly due to the already mentioned decrease in sales. The phase-out process of non-strategic products with lower margins has not yet fully shown its effects due to the presence of still low volumes, with fixed costs substantially unchanged.

Please note that the gross profit in 2019 was also penalized by a non-recurring write-down of €0.3 million (costs recorded in the income statement for a project to extend the Lainate plant, subsequently suspended because it was decided to make the productive investment in Roncello). Net of this extraordinary cost, the gross margin would have been equal to 9%.

Operating income of the Packaging Business Unit was equal to -€3.2 million, compared to -€5.9 million in the previous year. Excluding the extraordinary expenses (in 2019, €0.3 million for the aforementioned suspension of the expansion project of the Lainate plant and €0.2 million for a staff reduction; in 2018, €3.1 million for the writedown of tangible and intangible assets deriving from an impairment test) the operating result was stable (-€2.8 million both in 2018 and in the current year): the decrease in gross profit was offset by lower G&A expenses (in particular, lower consultancy costs).

SAES Group – Press Release

Not allocated Costs

Not allocated costs were equal to €22.2 million in 2019, compared to €23.3 million in 2018 and include both costs that cannot be directly attributed or reasonably allocated to any business sector, but which refer to the Group as a whole, and costs related to basic research projects or aimed at diversification in innovative businesses. Excluding extraordinary items (in 2019, a capital gain from the sale of IP to the joint venture Flexterra equal to €1.2 million and severance costs of €0.3 million; in 2018, personnel reduction costs of €1.9 million), unallocated costs increased by €1.8 million (from €21.3 million in 2018 to €23.1 million in 2019): the major increase was recorded in consultancy expenses for strategic projects, as well as higher costs for Executive Directors fees.

***

Consolidated operating expenses were equal to €53.4 million (29.3% of revenues), compared to €56.1 million (35% of revenues) in the previous year. Excluding the exchange rate effect (+€0.8 million) and the non-recurring costs (€0.5 million in 201914 and €5.8 million15 in 2018) the difference in the operating expenses was equal to +€1.7 million: the main increases were recorded in the selling expenses (commissions paid on sales of SMA educated wire for consumer electronics applications) and in the general and administrative expenses (consultancy expenses for strategic projects and higher costs for the fees to Executive Directors). Research and development expenses did not show any significant change instead.

The net balance of the other income (expenses) was positive and equal to €1.8 million, compared to a positive balance equal to €0.9 thousand in 2018. The difference was attributable to the consolidated income recorded from related parties, equal to €1.2 million16, for the sale of the OLET patents owned by ETC S.r.l. in liquidation to the joint venture Flexterra, Inc. In the current year, the other income also included other extraordinary revenues of approximately €0.2 million, for insurance reimbursements and the favorable settlement of legal disputes, as well as the compensation received by the Parent Company (€0.6 million) against the disposal of non-compliant finished products for reasons not attributable to SAES but to a sub-supplier. Instead in 2018 the item included an income of €1.2 million, accounted for by the American 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 non-repayable grant.

The net balance of financial income and expenses was positive for €6.6 million, compared to a negative balance of -€0.2 million in 2018. The positive change was mainly attributable to the financial income on the securities purchased at the end of 2018 and at the beginning of 2019 as investment of the liquidity deriving from the extraordinary sale of the purification business (total income of €7 million in the current year, of which €5 million for the valuation of securities at fair value and €2 million from coupons and for securities disposal, net of management fees, compared to a negative value of -€0.2 million at December 31, 2018 related to a fair value measurement only).

The item also included interest expenses on long-term loans granted to the Parent Company, to SAES Coated Films S.p.A. and to the American subsidiary Memry Corporation, in addition to the bank commissions on the credit lines of the Italian companies of the Group. With regard to interests on long-term bank loans, the cost increased from €0.5 million in 2018 to €0.8 million in 2019, mainly following the signing by the Parent Company of the new loan to cover the disbursement for the purchase of treasury shares. Please note that the first application of the new IFRS 16 in 2019 resulted in the recognition of interest expenses of a non-material amount (€55 thousand).

Write-downs of financial receivables and other financial assets amounted to -€0.4 million in 2019, compared to -€9.3 million in the previous year and, in both years, they mainly referred to the write-down of the financial credit of the Group towards Actuator Solutions GmbH against the interest-bearing loans granted by SAES Nitinol S.r.l. to the joint venture in the previous years (from 2014 to 2018). In particular, as at December 31, 2018 the principal amount of the loan and the interest credit accrued in the 2016-2018 period had been written down (overall write-down equal to -€9.1 million); then in 2019, the credit related to the accrued interest in 2019 was written down (€0.5 million).

The loss deriving from the valuation with the equity method of the joint ventures amounted to a total of -€1.8 million, of which -€2 million17 attributable to the joint venture Flexterra and +€0.2 million to SAES RIAL Vacuum S.r.l. This figure compares with a cost equal to -€1.5 million in the previous year, almost entirely attributable to the joint venture Flexterra.

14 Severance costs.

15 €3.1 million for write-downs of tangible and intangible assets from impairment tests and €2.7 million for severance costs.

16 Capital gain recognized only to the minority interest in the joint venture, in accordance with IAS 28.

17 Obtained by adding to the SAES share in the 2019 result of the joint venture (-€2 million) the deletion of the amortization on the portion of the capital gain of the IP sold by E.T.C. S.r.l. to Flexterra, Inc. (+ €76 thousand) cancelled at a consolidated level, in application of IAS 28.

The write-downs of companies valued with the equity method amounted to -€1.2 million as at December 31, 2019 and included the write-down, equal to -€0.6 million, resulting from the impairment test carried out on the investment in Flexterra, as well as a risk provision for the investment in Actuator Solutions, equal to -€0.6 million. In the previous year the impairment test write-downs amounted to -€4.3 million, entirely attributable to the joint venture Flexterra.

The sum of the exchange rate differences recorded a negative balance equal to -€0.1 million in 2019, compared to a positive balance equal to -€0.5 million in the previous year. The change was mainly related to the fact that the figure in 2018 included the release into the income statement of part of the conversion reserve generated by the consolidation of SAES Getters/U.S.A., Inc., following the partial reduction of the share capital of the US subsidiary in October 2018 (+€0.4 million). Please note that, in 2018, exchange gains had been offset by the losses realized on hedging derivatives; in the current year, no forward contract was entered into to hedge the exchange risk instead.

Consolidated income before taxes amounted to €29.9 million in 2019 (16.4% of consolidated revenues) compared to an income before taxes of €0.3 million in the previous year (0.2% of consolidated revenues).

Excluding both severance costs related to the finalization of the reduction process of staff at the Parent Company and to the phase-out of metalized products in the packaging sector (-€0.5 million), as well as the write- downs (a total of -€1.9 million18), which penalized the year 2019, in addition to the extraordinary costs related to the previous year (severance costs equal to €2.7 million and write-offs equal to -€16.5 million19), consolidated income before taxes would have amounted to €32.4 million (17.7% of consolidated revenues), strongly increased compared to €19.5 million (12.2% of consolidated revenues) in the previous year, driven both by the growth of gross profit and by the income (realized and unrealized) on securities.

The adoption of the new accounting rules for operating leases starting from January 1, 2019 (IFRS 16) did not have a significant effect on the consolidated income before taxes (without the application of IFRS 16, in 2019 the income before taxes would still have amounted to €29.9 million).

Income taxes amounted to €10.2 million in 2019, increased if compared to €8 million in the previous year as a consequence of the improvement in the operating results.

The Group's tax rate was equal to 34.2% in 2019, still significant, since both the Parent Company and SAES Coated Films S.p.A. ended the year 2019 with a negative taxable income that was not valued as a deferred tax asset.

Consolidated net income from operating activities was equal to €19.7 million (10.8% of consolidated revenues) in 2019, showing a very strong increase compared to a loss of -€7.7 million in 2018 (-4.8% of consolidated revenues).

Including the result from discontinued operations related to the sale of the purification business in both years, the consolidated net income was equal to €19.8 million in 2019 (10.9% of consolidated revenues) compared to a consolidated net income of €232.3 million (145% of consolidated revenues) in the previous year.

The net income per ordinary share and per savings share amounted respectively to €0.99693 and €1.01356. These figures compare respectively with a net income equal to €10.53109 and €10.54772 in 2018.

If the purchase20 of treasury shares completed by the Parent Company at the end of May 2019 had taken place at the beginning of the year and, therefore, the average number of ordinary shares outstanding in the current year corresponded to those actually outstanding on December 31, 2019, the net income per ordinary and per savings share would have been equal to €1.08619 and €1.10282 respectively.

Consolidated net financial position as at December 31, 2019 was positive and equal to €115.3 million, compared with a net positive balance as at December 31, 2018 of +€223.3 million.

The value as at 31 December 2019 was negatively affected by the effects deriving from the adoption of the new accounting standard IFRS 16, which entailed the recognition of notional financial payables and representative of the present value of future commitments related to the use of assets owned by third parties, for a total amount of €4.6 million.

Compared to December 31, 2018, the decrease in the net financial position (-€108 million) was mainly attributable, in addition to the aforementioned notional effect of the application of IFRS 16, to the extraordinary purchase of treasury shares (total outlay equal to -€93.4 million, including the ancillary charges related to the Public Tender Offer). Please

18 Costs, equal to -€0.3 million, recorded in the income statement for a project to extend the Lainate plant, subsequently suspended; write-down for impairment test on the investment in Flexterra of -€0.6 million; risk provision on the equity investment in Actuator Solutions equal to -€0.6 million and write-down of the financial receivable from Actuator Solutions equal to -€0.5 million.

19 Write-down for impairment test on the Solutions for Advanced Packaging Cash Generating Unit equal to -€3.1 million; write-down of the financial receivable from Actuator Solutions GmbH equal to -€9.1 million and write-down for impairment test of the investment in Flexterra equal to -€4.3 million.

20 Purchase following the voluntary partial Public Tender Offer completed by SAES Getter S.p.A. at the end of May 2019.

also note the dividends paid at the beginning of May 2019 (-€16.6 million) and investments in tangible and intangible fixed assets (-€24.2 million).

Net consolidated revenues 4Q 2019 vs. 3Q 2019

fixed assets (-€24.2 million).
These cash outflows were partially offset by the cash flows generated by the operating activities and by the sale of patents
of E.T.C. S.r.l. to the joint venture Flexterra, Inc. (+€2.3 million), as well as by the revaluation of the securities in the
portfolio (+€5.1 million), in addition to the coupons collected on the latter (+€1.8, net of securities portfolio management
fees).
The exchange rate effect was positive for €0.4 million, mainly attributable to the effect of the revaluation of both the US
dollar and of the renminbi on the cash and cash equivalents in these currencies as at 31 December 2019, compared to the
end of 2018.
The operating cash flow was positive and amounted to +€24.4 million mainly driven by the electronic devices, the shape
memory alloys for industrial applications and the Nitinol for medical applications sectors, against a substantially stable
net working capital.
***
Net consolidated revenues 4Q 2019 vs. 3Q 2019
In the fourth quarter of 2019 the SAES Group achieved consolidated net revenues of €44.9 million, compared to €49
million in the third quarter of the year.
Thousands of euro (except %)
Business 4Q 2019 3Q 2019 Total
difference
Organic
change
Exchange rate
effect
(%) (%) (%)
Security & Defense
Electronic Devices
2,908
6,834
3,505
8,270
-17.0%
-17.4%
-17.3%
-17.5%
0.3%
0.1%
Healthcare Diagnostics 965 1,023 -5.7% -5.9% 0.2%
Lamps 804 995 -19.2% -19.1% -0.1%
Thermal Insulated Devices 847 697 21.5% 21.5% 0.0%
Solutions for Vacuum Systems 3,046 2,024 50.5% 50.1% 0.4%
Sintered Components for Electronic Devices & Lasers 2,091 1,819 15.0% 14.5% 0.5%
SMA Industrial 3,537 5,186 -31.8% -32.0% 0.2%
Functional Chemical Systems 275 340 -19.1% -19.2% 0.1%
Industrial 21,307 23,859 -10.7% -10.9% 0.2%
Nitinol for Medical Devices 20,871 22,836 -8.6% -9.0% 0.4%
Medical 20,871 22,836 -8.6% -9.0% 0.4%
Solutions for Advanced Packaging 2,723 2,269 20.0% 20.0% 0.0%
Packaging 2,723 2,269 20.0% 20.0% 0.0%
  • Electronic Devices Business (organic decrease equal to -17.5%) due to the postponement of some deliveries of advanced components for the consumer electronics market to the first months of 2020;
  • SMA Industrial Business (-32%) due to economic effects in the timing of procurement of SMA products for consumer electronics and automotive applications;
  • Nitinol for Medical Devices Business (-9%) which, after a particularly positive third quarter, favored by the postponement of previous deliveries, in the last quarter saw a slowdown on a primary customer due to over-stock problems.
  • On the other end, some segments showed a turnaround towards a positive sign:
  • Solutions for Vacuum Systems Business (organic growth equal to +50.1%) favored by the recovery in sales of pumps for particle accelerators;
  • Solutions for Advanced Packaging Business (+20%) thanks to the first sales of new generation lacquered films, in line with the commercial policy aimed at promoting the most innovative products.

***

Actuator Solutions

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.

Please note that during 2019, the restructuring operation aimed at a greater focus of the German joint venture on its core business continued (in particular, production activities in the automotive business and product developments in the telecom sector). This operation, which also involved the start of the liquidation process of the Chinese subsidiary Actuator Solutions (Shenzhen) Co., Ltd. in March 2019 and, at the beginning of October, the liquidation of the Taiwanese subsidiary Actuator Solutions Taiwan Co., Ltd., generated extraordinary costs of €2.1 million21, including the write-down of €1.6 million in deferred tax assets on past tax losses of the German parent company, valued as difficult to recover in the medium term, based on the updated version of the five-year plan22 presented by the management of Actuator Solutions to the Shareholders, during the Extraordinary Shareholders' Meeting of February 18, 2020. Actuator Solutions (100%) 2019 2018

The net result in 2019 was negative and amounted to -€2.8 million compared with a loss of -€1.1 million in 2018. Excluding both the extraordinary charges related to the aforementioned restructuring process and the extraordinary cost of €0.4 million related to a computer fraud suffered by the German parent company in the first half of 2019, the current year would have ended with a net loss of -€0.4 million, compared to a negative figure equal to -€0.3 million at the end of the previous year: the decrease was mainly attributable to the decrease in sales in the automotive sector, against a gross margin substantially unchanged. Gross profit 3,812 4,057

the medium term, based on the updated version of the five-year plan22 presented by the management of Actuator Solutions
to the Shareholders, during the Extraordinary Shareholders' Meeting of February 18, 2020.
Instead the loss as at December 31, 2018 included extraordinary expenses equal to €0.8 million, mainly related to the
reorganization carried out at the Chinese subsidiary the previous year and aimed at the outsourcing of all its production
activities, in anticipation of the start of the aforementioned liquidation process.
Actuator Solutions achieved net revenues of €21.2 million in 2019, down by 7.5% from €22.9 million in 2018, due to the
slowdown in the automotive sector, only partially offset by revenues generated by product developments in the telecom
sector.
The net result in 2019 was negative and amounted to -€2.8 million compared with a loss of -€1.1 million in 2018.
Excluding both the extraordinary charges related to the aforementioned restructuring process and the extraordinary cost
of €0.4 million related to a computer fraud suffered by the German parent company in the first half of 2019, the current
year would have ended with a net loss of -€0.4 million, compared to a negative figure equal to -€0.3 million at the end of
the previous year: the decrease was mainly attributable to the decrease in sales in the automotive sector, against a gross
margin substantially unchanged.
Thousands of euro
Actuator Solutions
(100%)
2019 2018
Total net sales 21,202 22,922
Cost of sales (17,390) (18,865)
Gross profit 3,812 4,057
Total operating expenses (3,878) (4,500)
Other income (expenses), net (375) 384
Operating income (loss) (441) (59)
Interests and other financial income, net (684) (616)
Foreign exchange gains (losses), net (55) 12
Income taxes (1,636) (411)

The share of the SAES Group in the result of this joint venture in 2019 amounted to -€1.4 million (-€0,5 million in 2018), but, similar to the previous year, being the investment of SAES in Actuator Solutions already fully reduced to zero at December 31, 2019, this pro-quota net loss was not recognized by the Group as a liability. However, given the difficult equity and financial position faced by the joint venture as at December 31, 2019 following the aforementioned restructuring operation, a risk provision of €0.6 million was recorded, equal to the pro-quota financial resources necessary to Actuator Solutions to continue its operating activities in the next twenty-four months, based on the update of the fiveyear plan of February 18, 2020.

This provision is added to the write-down, equal to -€0.5 million, of the financial credit related to the interest accrued in 2019 on the interest-bearing loans granted by SAES Nitinol S.r.l. to the joint venture in previous years: in order to ensure the operational continuity of Actuator Solutions, SAES has deemed it appropriate to confirm also for the year 2019 the subordination of the interest accrued on the aforementioned loans, writing down the related financial credit as deemed difficult to recover.

SAES RIAL Vacuum S.r.l.

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

21 Of which -€54 thousand related to the liquidation of Actuator Solutions (Shenzhen) Co., Ltd. and -€0.3 million related to the liquidation of Actuator Solutions Taiwan Co., Ltd.

22 The original five-year plan had been drawn up between October and November 2019 and was approved by the Supervisory Board on November 25, 2019.

SAES Group – Press Release
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 year 2019 with sales equal to €3.4 million, up by 30% compared to €2.6 million in
2018, thanks to the recognized competitiveness, also at an international level, of its offer in the field of vacuum chambers.
The increase in sales allowed a sharp recovery in gross margins (from 19.4% to 27.9%) and the consequent significant
increase in the net income equal to €0.4 million (€51 thousand in the previous year).
Thousands of euro
SAES RIAL Vacuum S.r.l.
(100%)
Total net sales
2019
3,428
2018
2,637
Cost of sales
Gross profit
(2,470)
958
(2,126)
511
Total operating expenses (493) (348)
Other income (expenses), net 126 (46)
Operating income (loss) 591 117
Interests and other financial income, net (27) (22)
Foreign exchange gains (losses), net
Income taxes
0
(161)
0
(44)

Flexterra

Flexterra, Inc., based in Skokie (close to Chicago, Illinois, USA), was established at the end of 2016 as a development start-up with the objective of designing, manufacturing and commercializing materials and components for truly flexible displays.

Flexterra, Inc. fully controls Flexterra Taiwan Co., Ltd.

As at December 31, 2019 SAES held 46.73% of the share capital of the joint venture Flexterra, Inc.

During 2019 the Flexterra project made further progress, albeit with some delay compared to the original forecasts. In particular, the joint venture continued the development activities on its organic materials and received the qualification of its formulations by an important Taiwanese manufacturer of OTFT (Organic Thin Film Transistor). In November, a completely flexible electrophoretic display, that uses the technology and materials developed by Flexterra, was presented at Touch Taiwan, a prestigious sector trade fair, and in December the joint venture received the first order for its formulations. The industrialization of the OTFTs is at an advanced stage and, although with a longer time than that initially estimated, it should be completed by the summer 2020, while the start of the actual production and sale activities by Flexterra are expected in the second part of the year. Flexterra (100%) 2019 2018 Total net sales 16 35 Gross profit 15 28 Operating income (loss) (4,458) (4,133)

of its formulations by an important Taiwanese manufacturer of OTFT (Organic Thin Film Transistor). In November, a
completely flexible electrophoretic display, that uses the technology and materials developed by Flexterra, was presented
at Touch Taiwan, a prestigious sector trade fair, and in December the joint venture received the first order for its
formulations. The industrialization of the OTFTs is at an advanced stage and, although with a longer time than that initially
estimated, it should be completed by the summer 2020, while the start of the actual production and sale activities by
Flexterra are expected in the second part of the year.
Flexterra, which qualifies as a joint venture, ended the year 2019 with a net loss of -€4.3 million, compared to -€4.2
million in the previous year (mainly, costs for the employees employed in research activities and in general and
administrative activities, consultancy, costs related to the management of patents and depreciation of intangible assets,
including intellectual property). The major loss was mainly attributable to the depreciation on the intellectual property
sold23 during the first half of 2019 to the joint venture by E.T.C. S.r.l. in liquidation. Please also note higher costs related
to the management of patents.
Thousands of euro
Cost of sales (1) (7)
Gross profit 15 28
Total operating expenses (4,474) (4,161)
Other income (expenses), net 1 0
Operating income (loss) (4,458) (4,133)
Interests and other financial income, net (1) (8)
Foreign exchange gains (losses), net 77 (62)
Income taxes 36 50
Net income (loss) (4,346) (4,153)
23 Sale price equal to \$ 2.6 million. 12

23 Sale price equal to \$ 2.6 million.

The share pertaining to the SAES Group in the joint venture's result for the year 2019 was equal to -€2 million (compared to -€1.5 million24 in the previous year).

Finally, please note that the impairment analysis at December 31, 2019 revealed a write-down of the equity investment of SAES in Flexterra equal to -€0.6 million, that was added to the valuation using the equity method, for the purpose of calculating the final value of the equity investment. As at December 31, 2018, the impairment test-based write-down amounted to -€4.3 million.

First application of the standard IFSR 16 - Leases

Starting from January 1, 2019, the SAES Group has adopted the new standard IFRS 16, on the basis of which the accounting on a straight-line basis of the costs for operating leases is replaced by the amortization of the right of use and by the financial charges on the liabilities recorded against the latter. The Group has chosen to apply the new standard using the modified retrospective method (i.e. without restating the data of the comparative period).

  • lower rental costs for €1,632 thousand;
  • increase in amortization for €1,539 thousand;
  • increase in financial charges for €55 thousand;
  • recording among the non-current assets of a Right of use of €4,617 thousand;
  • recording of financial debts amounting to €4,586 thousand.

  • a positive effect of €1,632 thousand in the consolidated EBITDA;

  • a negligible positive effect of €38 thousand in the consolidated pre-tax income.
using the modified retrospective method (i.e. without restating the data of the comparative period).
The main effects at December 31, 2019 deriving from the application of the new standard were the following:
- lower rental costs for €1,632 thousand;
- increase in amortization for €1,539 thousand;
- increase in financial charges for €55 thousand;
- recording among the non-current assets of a Right of use of €4,617 thousand;
- recording of financial debts amounting to €4,586 thousand.
With reference to the main levels of operating profitability, in 2019 the introduction of the new leasing transaction
methodology brought:
- a not material positive effect of €93 thousand in the consolidated operating income;
- a positive effect of €1,632 thousand in the consolidated EBITDA;
- a negligible positive effect of €38 thousand in the consolidated pre-tax income.
The effect of IFRS 16 on the net financial position at December 31, 2019 was detrimental for €4,586 thousand.
The following table shows the main indicators as at December 31, 2019, compared both with what would have been their
value without applying the IFRS 16 and with the corresponding period of 2018.
Thousands of euro 2019 without IFRS
2019 16 adoption 2018
EBITDA 36,502 34,870 26,279
% on sales 20.0% 19.1% 16.4%
Operating income (loss)
% on sales
26,772
14.7%
26,679
14.6%
15,066
9.4%
Income (loss) before taxes 29,927 29,889 287
% on sales 16.4% 16.4% 0.2%
December 31, 2019 December 31, 2019
without IFRS 16
adoption
December 31, 2018

Reclassifications on 2018 figures

To better reflect the SAES Management organizational structure, starting from January 1, 2019, the revenues and costs of the shape memory alloys for industrial applications segment (formerly SMAs for Thermal & Electro Mechanical Devices), together with those of the Functional Chemical Systems sector (formerly Organic Electronics), have been classified within the Industrial Business Unit. The residual revenues of the gas purification business (formerly Systems for Gas Purification & Handling), by now negligible following the sale of the purification business in the middle of last year, were combined with those of the Electronic Devices Business, the latter included in the Industrial Business Unit as well.

Finally, please note the new name of all the operating sectors, for a better information clarity.

The 2018 economic figures have been reclassified to allow a homogeneous comparison with 2019.

Significant events occurred after the end of the year

24 The pro-quota result for 2018 was calculated taking into account the progressive increases in the participation of SAES in the share capital of Flexterra during 2018.

On January 23, 2020 the Board of Directors of SAES Getters S.p.A. resolved to revoke the dissolution of E.T.C. S.r.l. and its liquidation and to modify its corporate purpose to allow the company to directly or indirectly acquire interests or shareholdings in the field of packaging and the scouting of new technologies in the same sector. If it is not possible to proceed with the revocation of the liquidation process, the Board finally approved the establishment of a new company, entirely controlled by SAES Getters S.p.A., with the same corporate purpose.

As part of the incentive plan based on phantom shares called "2018 Phantom Shares Plan" and approved by the Shareholders' Meeting of October 1, 2018, on February 13, 2020, the Board of Directors of SAES Getters S.p.A., upon proposal of the Remuneration and Appointments Committee, assigned no. 195,618 phantom shares, among those still assignable pursuant to article 5 of the aforementioned plan, to Dr Paolo Vacca, appointed Manager with Strategic Responsibility with effect from January 1, 2020. The assignment value was fixed at €21.14.

Please note that, by accepting the regulations and recommendations issued by the Lombardy Region, as a precautionary containment of the coronavirus epidemic, the headquarter of the Parent Company in Lainate and the Roncello plant of SAES Coated Films S.p.A. were closed from the afternoon of February 24, 2020 to February 28, 2020. Where possible, remote smart working procedures were used. The second production plant of the Parent Company, located in Avezzano, in the province of L'Aquila, worked at full capacity instead.

In the following days, given the persistence and the worsening of this emergency situation, with the aim of preventing the spread of the infection, the Company Management has agreed with the trade union representatives to employ up to 70 employees "commanded" in the Lainate plant, in order to guarantee the business continuity, adopting the appropriate measures to guarantee health protection. All the other employees, in accordance with the emergency measures issued by the Council of Ministers, work from home using the smart working approach.

Currently all Italian plants are in operation, obviously applying the procedures recommended by the experts for the protection of health and what is imposed by the Italian authorities until March 12, 2020.

The regular resumption of company activities in the Lainate site will depend on further regulatory emergency measures that will be gradually issued, based on the evolution of the current situation.

On March 12, 2020, the SAES Group decided to donate €0.5 million to the research institutes involved in the front line to deal with coronavirus, as well as to the Italian Civil Protection. SAES thus offers its contribution to overcome the emergency that the whole country is currently facing. The donation will be specifically made to the specialized research institutes Fondazione IRCCS Ca' Granda Ospedale Maggiore Policlinico and Fondazione IRCCS Policlinico San Matteo di Pavia, as well as to the Italian Civil Protection.

On March 6, 2020 SAES Getters S.p.A. has signed with Unicredit S.p.A. a new credit line for a maximum amount of €30 million, for revolving uses and intended for general corporate operations, capex and acquisitions. The duration of the credit line is thirty-six months. SAES may request its use in tranches of not less than €0.5 million and with a duration from one to three months. The contract provides for the payment of interest indexed at the one/three month Euribor rate, increased by a spread of 1.2%. The contract provides for only one financial covenant (positive consolidated net financial position) subject to half-yearly verification.

The reorganizational process of the internal management and divisional structure of the Group continued. In particular, starting from January 1, 2020, the Group is organized in the following technological areas of competence (or "Divisions"): - Metallurgy Division (that coincides with the previous Industrial operating sector, excluding the Solutions for Vacuum Systems Business, the Functional Chemical Systems Business and the advanced getters for the electronic consumers market, the latter previously classified within the Electronic Devices Business);

  • Vacuum Technology Division (coinciding with the Solutions for Vacuum Systems Business operating unit, included in the Industrial operating sector);

  • Medical Division (unchanged);

  • Specialty Chemicals Division (that means advanced getters for the electronic consumers market, classified within the Electronic Devices Business as at 31 December 2019, in addition to the Functional Chemical Systems sector and the Flexterra business);

  • Advanced Packaging Division (unchanged).

The following table shows the consolidated revenues for the year 2019 shown according to the new divisional structure.

SAES Group – Press Release
Thousands of euro (except %)
December 31,
Business 2019 Reclassifications January 1, 2020
Security & Defense 12,778 0
12,778
Electronic Devices 25,636 (11,283) 14,353
Healthcare Diagnostic 4,438 0
4,438
Lamps 4,073 0
4,073
Thermal Insulated Devices 3,377 0
3,377
Solutions for Vacuum Systems 10,592 (10,592) 0
Sintered Components for Electronic Devices & Lasers 8,452 0
8,452
Functional Chemical Systems 1,051 (1,051) 0
SMA Industrial 16,969 0
16,969
Metallurgy Division 87,366 (22,926) 64,440
Solutions for Vacuum Systems
Vacuum Technology Division
0
10,592
0
10,592
10,592
10,592
Nitinol for Medical Devices
Medical Division
84,979
84,979
0
84,979
0
84,979
Functional Dispensable Products 0
12,334
0
12,334
12,334
12,334
Specialty Chemicals Division
Advanced Coatings
10,007 0
10,007
Advanced Packaging Division 10,007 0
10,007
Total Net Sales 182,352 0
182,352
Business outlook
In the first two months of 2020, consolidated net revenues were equal €32.4 million, compared to €27.6 million in the
corresponding period of 2019. Sales in the two months grew by 17.3%. Excluding the positive exchange rate effect
(+2.8%), the organic growth was equal to +14.5% (equal to €4 million in absolute terms).
Thousands of euro (except %)
Total Organic Exchange rate
Business February 2020 February 2019 difference
(%)
change
(%)
effect
(%)
Security & Defense 3,510 2,556 37.3% 34.9% 2.4%
Electronic Devices 2,461 2,075 18.6% 16.6% 2.0%
Healthcare Diagnostic 1,059 735 44.1% 41.8% 2.3%
Lamps 595 737 -19.3% -20.6% 1.3%
Thermal Insulated Devices 579 614 -5.7% -8.6% 2.9%
Sintered Components for Electronic Devices & Lasers 1,472 1,587 -7.2% -10.3% 3.1%
SMA Industrial 2,356 2,470 -4.6% -6.1% 1.5%
Metallurgy Division 87,366
(22,926)
64,440
Business outlook
corresponding period of 2019. Sales in the two months grew by 17.3%. Excluding the positive exchange rate effect
(+2.8%), the organic growth was equal to +14.5% (equal to €4 million in absolute terms).
Thousands of euro (except %)
Business February 2020 February 2019 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Security & Defense 3,510 2,556 37.3% 34.9% 2.4%
Electronic Devices 2,461 2,075 18.6% 16.6% 2.0%
Healthcare Diagnostic 1,059 735 44.1% 41.8% 2.3%
Lamps 595 737 -19.3% -20.6% 1.3%
Thermal Insulated Devices 579 614 -5.7% -8.6% 2.9%
Sintered Components for Electronic Devices & Lasers 1,472 1,587 -7.2% -10.3% 3.1%
SMA Industrial 2,356 2,470 -4.6% -6.1% 1.5%
Metallurgy Division 12,032 10,774 11.7% 9.5% 2.2%
Solutions for Vacuum Systems 1,495 1,874 -20.2% -21.5% 1.3%
Vacuum Technology Division 1,495 1,874 -20.2% -21.5% 1.3%
Nitinol for Medical Devices 15,299 12,826 19.3% 15.4% 3.9%
Medical Division 15,299 12,826 19.3% 15.4% 3.9%
Functional Dispensable Products 1,868 383 387.7% 386.7% 1.0%
Specialty Chemicals Division 1,868 383 387.7% 386.7% 1.0%
Advanced Coatings 1,723 1,783 -3.4% -3.4% 0.0%
Advanced Packaging Divison 1,723 1,783 -3.4% -3.4% 0.0%

In the first two months of 2020, the Vacuum Technology Division recorded revenues equal to €1.5 million, compared to €1.9 million in the corresponding period of 2019. The exchange rate effect was positive and equal to +1.3% while the organic decrease was equal to -21.5%.

The Medical Division ended the two-month period with revenues amounting to €15.3 million (€12.8 million in the first two months of 2019). Excluding the positive exchange rate effect (+3.9%), the organic growth was equal to +15.4%.

The Specialty Chemicals Division recorded revenues equal to €1.9 million in the first two months of 2020, compared to €0.4 million in the corresponding period of 2019. The exchange rate effect was positive and equal to 1% while the significant organic growth (+386.7%) was mainly driven by the sales of advanced getters for the consumer electronics market.

The Advanced Packaging Division recorded revenues of €1.7 million in the first two months of 2020, compared to €1.8 million in the corresponding period of the previous year.

By including within the Group's revenues also the share of the revenues of the joint ventures25, the total revenues of the Group in the first two months of 2020, were equal to €33.9, up by 14.6% compared to €29.6 million in the corresponding period of 2019; the growth was entirely attributable to the increase in consolidated revenues (+17.3%, as already previously commented).

As known, starting from January 2020, the national and international scenario has been characterized by the spread of the coronavirus and by the consequent restrictive measures for its containment implemented by the public authorities of the countries concerned. These circumstances, extraordinary in nature and extent, will have direct and indirect consequences on the business, due to the current situation of general uncertainty, whose evolution and related effects are not foreseeable. The potential effects of this phenomenon on the financial statements cannot be determined to date and will be subject to constant monitoring in the next months. However, the growth strategy of the Group is unchanged. Please also note that the global presence of the Group, both from a manufacturing and a commercial point of view, and its activities in typically counter-cyclical businesses, first of all that of medical devices, reduce the risk.

Please note that the figures refer to the Consolidated financial statements and the Draft of the financial statements of the Parent Company SAES Getters S.p.A. for the year ended December 31, 2019, being currently under verification by the Board of Statutory Auditors and by the Independent Auditors.

***

The Officer responsible for the preparation of corporate financial reports of SAES Getters S.p.A. certifies that, in accordance with the second subsection of article 154-bis, part IV, title III, second paragraph, section V-bis, of Legislative Decree February 24, 1998, no. 58, the financial information included in the present document corresponds to book of account and book-keeping entries.

***

The Officer responsible for the preparation of corporate financial reports Giulio Canale

SAES Group

A pioneer in the development of getter technology, the SAES® Group is the world leader in a variety of scientific and industrial applications where stringent vacuum conditions are required. In 80 years of activity, the Group's getter solutions have been supporting technological innovation in the information display and lamp industries, in sophisticated high vacuum systems and in vacuum thermal insulation, in technologies spanning from large vacuum power tubes to miniaturized silicon-based microelectronic and micromechanical devices (MEMS).

Starting 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 particular the market of shape memory alloys, a family of materials characterized by super elasticity and by the property of assuming predefined forms when subjected to heat treatment. These special alloys, which today are mainly applied in the biomedical sector, are also perfectly suited to the realization of actuator devices for the industrial sector (domotics, white goods industry, consumer electronics, automotive and luxury sector).

More recently, SAES has expanded its business by developing a technological platform that integrates getter materials in a polymeric matrix. These products, initially developed for OLED displays, are currently used in new application sectors, among which implantable medical devices and solid-state diagnostics imaging. Among the new applications, the advanced food packaging is a significantly strategic one, in which SAES is offering a range of new products for sustainable packaging and aims to compete with fully recyclable and compostable solutions.

A total production capacity distributed in ten facilities, a worldwide-based sale & service network and over 1,000 employees allow the Group to form a truly global enterprise.

SAES Group is headquartered in the Milan area (Italy).

SAES Getters S.p.A. is listed on the Italian Stock Exchange Market, STAR segment, since 1986. More information on the SAES Group are available in the website www.saesgetters.com.

Contacts:

Emanuela Foglia Investor Relations Manager Tel. +39 02 93178 273

25 Actuator Solutions (50%), SAES RIAL Vacuum S.r.l. (49%) and Flexterra (46.73%).

E-mail: [email protected]

Corporate Media Relations Close to Media Tel. +39 02 70006237 Nicola Guglielmi E-mail: [email protected] Sofia Crosta E-mail: [email protected]

Legend:

Industrial Business Unit
Security & Defence 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 Insulated Devices Products for thermal insulation
Lamps Getters and metal dispensers used in discharge lamps and fluorescent lamps
Solutions for Vacuum Systems Getter pumps for vacuum systems that find application in the industrial sector, in
research and in particle accelerators
Sintered Components for Electronic Cathodes and materials for thermal dissipation in electronic tubes, lasers and solid
Devices and Lasers state devices
Functional Chemical Systems Getter materials integrated in polymeric matrices for organic and hybrid electronics,
photonics and implantable medical devices
SMA Industrial Shape memory alloys actuator devices for the industrial sector (domotics, white
goods industry, consumer electronics, automotive and luxury sector)
Medical Business Unit
Nitinol for Medical Devices Nitinol raw material and components for the biomedical sector
Packaging Business Unit
Solutions for Advanced Packaging Advanced plastic films for the sustainable packaging sector
Consolidated Net Sales by Business
Thousands of euro (except %)
Business 2019 2018 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)

Consolidated Net Sales by Business

Sintered Components for Electronic Cathodes and materials for thermal dissipation in electronic tubes, lasers and solid
Devices and Lasers state devices
Functional Chemical Systems Getter materials integrated in polymeric matrices for organic and hybrid electronics,
photonics and implantable medical devices
SMA Industrial Shape memory alloys actuator devices for the industrial sector (domotics, white
goods industry, consumer electronics, automotive and luxury sector)
Medical Business Unit
Nitinol for Medical Devices Nitinol raw material and components for the biomedical sector
Packaging Business Unit
Solutions for Advanced Packaging Advanced plastic films for the sustainable packaging sector
Consolidated Net Sales by Business
Thousands of euro (except %)
Total
difference
Organic
change
Exchange rate
effect
(%) (%) (%)
Security & Defense 12,778 12,595 1.5% -2.1% 3.6%
Electronic Devices 25,636 21,106 21.5% 19.7% 1.8%
Healthcare Diagnostics 4,438 4,578 -3.1% -5.7% 2.6%
Lamps 4,073 4,901 -16.9% -19.6% 2.7%
Thermal Insulated Devices 3,377 3,566 -5.3% -10.3% 5.0%
Solutions for Vacuum Systems 10,592 11,183 -5.3% -7.8% 2.5%
Sintered Components for Electronic Devices & Lasers 8,452 7,350 15.0% 9.0% 6.0%
SMA Industrial 16,969 11,482 47.8% 43.5% 4.3%
Functional Chemical Systems 1,051 1,075 -2.2% -7.3% 5.1%
Industrial 87,366 77,836 12.2% 9.0% 3.2%
Nitinol for Medical Devices 84,979 70,968 19.7% 13.6% 6.1%
Medical 84,979 70,968 19.7% 13.6% 6.1%
Solutions for Advanced Packaging 10,007 11,480 -12.8% -12.8% 0.0%
Packaging 10,007 11,480 -12.8% -12.8% 0.0%
Total Net Sales 182,352 160,284 13.8% 9.5% 4.3%
Consolidated Net Sales by Geographic Location of Customer
Thousands of euro
Geographic Area 2019 2018
Italy 3,624 4,260
European countries 33,054 38,889
North America 101,943 86,363
Japan 5,528 5,783
South Korea 1,509 1,170
China 30,323 16,591
4,879 5,687
1,541
Rest of Asia
Rest of the World
1,492

Consolidated Net Sales by Geographic Location of Customer

Thousands of euro
Italy 3,624 4,260
European countries 33,054 38,889
North America 101,943 86,363
Japan 5,528 5,783
China 30,323 16,591
Rest of the World 1,492 1,541

Total revenues of the Group

SAES Group – Press Release
Total revenues of the Group
Thousands of euro
2019 2018 Difference
Consolidated sales 182,352 160,284 22,068
50% sales of the joint venture Actuator Solutions 10,601 11,461 (860)
49% sales of the joint venture SAES RIAL Vacuum S.r.l. 1,680 1,292 388
Pro-quota sales of the joint venture Flexterra 7
13
(6)
Intercompany eliminations (567) (830) 263
Other adjustments (33) (7) (26)
Total revenues of the Group 194,040 172,213 21,827
Consolidated statement of profit or loss
Thousands of euro
Total net sales 2019 2018
Cost of sales 182,352
(103,979)
160,284
(90,032)

Consolidated statement of profit or loss

2019 2018
Total net sales 182,352 160,284
Cost of sales (103,979) (90,032)
Gross profit 78,373 70,252
R&D expenses (11,052) (10,988)
Selling expenses (13,033) (12,451)
G&A expenses (29,306) (32,471)
Write-down of trade receivables 26 (208)
Total operating expenses (53,365) (56,118)
Other income (expenses), net 1,764 932
Operating income (loss) 26,772 15,066
Interest and other financial income, net 6,585 (246)
Write-down of financial receivables and other financial assets (414) (9,283)
Income (loss) from equity method evalueted companies (1,757) (1,473)
Write-down of investments in equity method evalueted companies (1,155) (4,300)
Foreign exchange gains (losses), net (104) 523
Income (loss) before taxes 29,927 287
Income taxes (10,242) (7,967)
Net income (loss) from continued operations 19,685 (7,680)
Income (loss) from discontinued operations 152 240,013
Net income (loss) before minority interest 19,837 232,333
Net income (loss) pertaining to minority interest 0 0
Net income (loss) pertaining to the Group 19,837 232,333

Consolidated statement of other comprehensive income

Thousands of euro
2019 2018
Net income (loss) for the period from continued operations 19,685 (7,680)
Exchange differences on translation of foreign operations 1,638 4,130
Exchange differences on equity method evaluated companies 161 340
Total exchange differences 1,799 4,470
Equity transaction costs related to equity method evaluated companies 0 (15)
Total components that will be reclassified to the profit (loss) in the future 1,799 4,455
Actuarial gain (loss) on defined benefit plans (479) 11
Income taxes 115 (4)
Actuarial gain (loss) on defined benefit plans, net of taxes (364) 7
Total components that will not be reclassified to the profit (loss) in the future (364) 7
Reversal of currency conversion reserve after the capital reduction of the subsidiaries 0 (360)
Total components that have been reclassified to the profit (loss) 0 (360)
Other comprehensive income (loss), net of taxes - continued operations 1,435 4,102
Total comprehensive income (loss), net of taxes - continued operations 21,120 (3,578)
Net income (loss) for the period from discontinued operations 152 240,013
Exchange differences on translation of foreign operations 0 421
Reversal of currency conversion reserve after the disposal of the subsidiaries 0 (2,342)
Total exchange differences 0 (1,921)
Total components that have been reclassified to the profit (loss) 0 (1,921)
Other comprehensive income (loss), net of taxes -discontinued operations 0 (1,921)
Total comprehensive income (loss), net of taxes -discontinued operations 152 238,092
Total comprehensive income (loss), net of taxes 21,272 234,514
attributable to:
- Equity holders of the Parent Company 21,272 234,514
- Minority interests 0 0
SAES Group – Press Release
Consolidated statement of profit or loss by Business Unit
Thousands of euro Industrial Medical Packaging Not Allocated Costs TOTAL
2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
Total net sales 87,366 77,836 84,979 70,968 10,007 11,480 0 0 182,352 160,284
Cost of sales
Gross profit (loss)
(45,192)
42,174
(39,559)
38,277
(49,378)
35,601
(39,894)
31,074
(9,409)
598
(10,299)
1,181
0
0
(280)
(280)
(103,979)
78,373
(90,032)
70,252
Operating expenses and other income (expenses) (16,088) (17,716) (9,440) (7,422) (3,836) (7,053) (22,237) (22,995) (51,601) (55,186)
Operating income (loss) 26,086 20,561 26,161 23,652 (3,238) (5,872) (22,237) (23,275) 26,772 15,066
EBITDA
Thousands of euro
Operating income (loss) 2019 26,772 2018 15,066

EBITDA

EBITDA
Thousands of euro
2019 2018
Operating income (loss) 26,772 15,066
Property, plant and equipment depreciation & intangible assets amortization (7,907) (7,588)
Right of use depreciation (1,539) 0
Write-down of assets (310) (3,417)
Bad debt provision accrual (release) 26 (208)
36,502 26,279
EBITDA
% on sales 20.0% 16.4%
Consolidated income (loss) per share
Euro
2019 2018
Net income (loss) per ordinary share 0.99693 10.53109
Net income (loss) per savings share 1.01356 10.54772
***
Consolidated Statement of Financial Position
Thousands of euro
December 31, 2019 December 31, 2018
Property, plant and equipment, net 70,893 53,832
Intangible assets 45,216 45,290
Right of use 4,617 0
Securities 134,673 99,843
Other non current assets 15,775 17,401

Consolidated income (loss) per share

Euro

Consolidated Statement of Financial Position

EBITDA 36,502 26,279
% on sales 20.0% 16.4%
Consolidated income (loss) per share
Euro
***
Consolidated Statement of Financial Position
Thousands of euro
Property, plant and equipment, net 70,893 53,832
Intangible assets 45,216 45,290
Right of use 4,617 0
Securities 134,673 99,843
Other non current assets 15,775 17,401
Current assets 171,393 218,394
Total Assets 442,567 434,760
Shareholders' equity 252,530 341,220
Minority interest in consolidated subsidiaries 0 0
Total Shareholders' Equity 252,530 341,220
28,187
Non current liabilities 122,621
Current liabilities
Total Liabilities and Shareholders' Equity
67,416
442,567
65,353
434,760

Consolidated Net Financial Position

SAES Group – Press Release
Consolidated Net Financial Position
Thousands of euro
December 31, June 30, 2019 December 31,
2019 2018
Cash on hands 11 9 9
Cash equivalents 48,623 41,792 170,592
Cash and cash equivalents 48,634 41,801 170,601
Related parties financial assets 1
1
1
Securities - short term 70,779 71,312 0
Other current financial assets 0
32
0
Current financial assets 70,780 71,345 1
Bank overdraft (27,195) (27,002) (27,353)
Current portion of long term debt
Other current financial liabilities
(5,365)
(950)
(5,544)
(117)
(5,438)
(1,049)
Current financial liabilities for leases (1,876) (1,618) 0
Current financial liabilities (35,386) (34,281) (33,840)
Current net financial position 84,028 78,865 136,762
Related parties non current financial assets 49
49
49
Securities - long term 134,673 131,263 99,843
Non current financial assets 134,722 131,312 99,892
Long term debt, net of current portion (100,724) (103,355) (13,344)
Non current financial liabilities for leases (2,710) (1,814) 0
Non current liabilities (103,434) (105,169) (13,344)
Non current net financial position 31,288 26,143 86,548
Net financial position 115,316 105,008 223,310
Consolidated Cash Flows Statement
Thousands of euro
2019 2018
Net income (loss) from continued operations 19,685 (7,680)
Net income (loss) from discontinued operations 152 240,013
Current income taxes 8,317 13,134
Change in deferred income taxes 1,861 (4,499)
Depreciation, amortization and write down of non current assets 9,756 11,401
Net loss (gain) on disposal of assets (1,231) (141)
Net gain on purification business disposal
Interests and other financial income, net
(152)
(3,885)
(227,219)
15,460
Other non-monetary costs 2,911 (1,399)
37,414 39,070

Consolidated Cash Flows Statement

Other current financial liabilities (950) (117) (1,049)
Related parties non current financial assets 49 49 49
Securities - long term 134,673 131,263 99,843
Long term debt, net of current portion (100,724) (103,355) (13,344)
Non current financial liabilities for leases (2,710) (1,814) 0
Consolidated Cash Flows Statement
Thousands of euro
Net income (loss) from continued operations 19,685 (7,680)
Net income (loss) from discontinued operations 152 240,013
Current income taxes 8,317 13,134
Change in deferred income taxes 1,861 (4,499)
Depreciation, amortization and write down of non current assets 9,756 11,401
Net loss (gain) on disposal of assets (1,231) (141)
Net gain on purification business disposal (152) (227,219)
Interests and other financial income, net (3,885) 15,460
Other non-monetary costs 2,911 (1,399)
37,414 39,070
Change in operating assets and liabilities (2,346) (4,746)
Payments of termination indemnities and similar obligations (550) (446)
Financial income received, net of payment of interests 25 (35)
Payment of income taxes (10,119) (13,239)
Net cash provided by (used by) operating activities 24,424 20,604
Purchase of tangible and intangible assets, net of proceeds from sales (24,138) (14,761)
Consideration for the acquisition of minority interests in subsidiaries 0 (75)
Sale of intellectual property to related parties 2,291 0
Purchase of securities, net of disinvestments (100,376) 0
Income from securities, net of management fees 1,822 0
Advances paid for the purchase of investments (1,100) 0
Price paid for the acquisition of businesses 0 (142)
Consideration for the purification business disposal, net of the disposed cash 0 301,059
Ancillary monetary charges for the purification business disposal 0 (37,562)
Adjustment on the consideration for the purification business disposal (377) 0
Cash flows provided by (used by) investing activities (121,878) 242,318
Proceeds from debts, net of repayments 87,678 (4,901)
Financing receivables from related parties 0 (225)
Interests on financing receivables from related parties 1 1
Dividends paid (16,580) (15,435)
Interests and other expenses paid on loans (880) (560)
Repayment of financial liabilities for leased assets (interests included) (1,625) 0
Purchase of treasury shares and related accessory costs (93,382) 0
Other financial liabilities/assets 1 4
Securities portfolio 0 (100,000)
Cash flows provided by (used by) financing activities (24,787) (121,116)
Effect of exchange rate differences 367 1,277
Increase (decrease) in cash and cash equivalents (121,874) 143,083
Cash and cash equivalents at the beginning of the period 170,395 27,312
Cash and cash equivalents at the end of the period 48,521 170,395

Actuator Solutions - SAES Group interest (50%)

SAES Group – Press Release
***
Actuator Solutions - SAES Group interest (50%)
Thousands of euro
Statement of financial position December 31, December 31,
2019 2018
Non current assets 3,488 3,510
Current assets 1,343 1,297
Total Assets 4,831 4,807
Non current liabilities
Current liabilities
4,625
3,176
4,000
2,360
Total Liabilities 7,801 6,360
Capital Stock, Reserves and Retained Earnings (1,553) (992)
Net income (loss) for the period (1,408) (537)
Other comprehensive income (loss) for the period (9) (24)
Total Equity (2,970) (1,553)
Statement of profit or loss
Total net sales
2019
10,601
2018
11,461
Cost of sales (8,695) (9,433)
Gross profit 1,906 2,028
Total operating expenses (1,939) (2,250)
Other income (expenses), net (188) 192
Operating income (loss) (221) (30)
Interests and other financial income, net (342) (308)
Foreign exchange gains (losses), net (27) 6
Income taxes (818) (205)
Net income (loss) (1,408) (537)
Exchange differences (9) (24)
Total comprehensive income (loss) for the period (1,417) (561)
SAES RIAL Vacuum S.r.l. - SAES Group interest (49%)
Thousands of euro
Statement of financial position December 31,
2019
December 31,
2018
Non current assets 325 161
Current assets 983 813
1,308 974
192 151
Total Assets
Non current liabilities
Current liabilities
665 574
Total Liabilities 857 725
Capital Stock, Reserves and Retained Earnings 249
232
Net income (loss) for the period 198
25
Other comprehensive income (loss) for the period 4
(8)
Total Equity 451 249
Statement of profit or loss 2019 2018
(9,433)
(2,250)
(308)
6
(205)
December 31,
2018
161
813
151
574
725
249
232
198
25
(8)
249
2018
1,292
(1,042)
250
(171)
(22)
57
(11)
0
(21)
25
(8)
17

Flexterra - SAES Group interest

SAES Group – Press Release
December 31,
2018
(46.73%)
6,837 6,140
1,261 3,732
8,098 9,872
92 47
255 227
274
10,628
143
(1,498)
325
9,598
2019 2018
(*)
13
(2)
11
(1,504)
(1)
(1,494)
0 (2)
36 (20)
17 18
(2,031) (1,498)
161 325
(1,870) (1,173)
(*) At December 31, 2017, SAES held 33,79% of the share capital that progressively increased to 46,73% at
December 31,
2019
(46.73%)
347
9,465
156
(2,031)
161
7,751
(46.73%)
7
0
7
(2,091)
0
(2,084)
December 31, 2018, following the capital increases subscribed by SAES Getters International Luxembourg
S.A on October 5 and on December 12, 2018, to which the other shareholders did not participate, or only

Total statement of profit or loss of the Group

Net income (loss) for the period (2,031) (1,498)
Other comprehensive income (loss) for the period 161 325
Statement of profit or loss 2019 2018
(46.73%) (*)
Total net sales 7 13
Total operating expenses (2,091) (1,504)
Other income (expenses), net 0 (1)
Interests and other financial income, net 0 (2)
Foreign exchange gains (losses), net 36 (20)
Income taxes 17 18
Exchange differences & equity transaction costs 161 325
(*) At December 31, 2017, SAES held 33,79% of the share capital that progressively increased to 46,73% at
December 31, 2018, following the capital increases subscribed by SAES Getters International Luxembourg
S.A on October 5 and on December 12, 2018, to which the other shareholders did not participate, or only
partially contributed to them.
Total statement of profit or loss of the Group
Thousands of euro 2019
Consolidated profit or loss 50% Actuator Solutions Intercoy eliminations & 49% SAES RIAL Vacuum S.r.l. Intercoy eliminations & 46.73% Flexterra Intercoy eliminations & Total profit or loss of the Group
Total net sales 182,352 10,601 other adjustments
(481)
1,680 other adjustments
(119)
7 other adjustments
0
194,040
Cost of sales (103,979) (8,695) 481 (1,210) 119 0 0 (113,284)
Gross profit 78,373 1,906 0 470 0 7 0 80,756
Total operating expenses (53,365) (1,939) 0 (242) 0 (2,091) (479) (58,116)
Royalties
Other income (expenses), net
0
1,764
0
(188)
0
0
0
62
0
0
0
0
0
0
0
1,638
Operating income (loss) 26,772 (221) 0 290 0 (2,084) (479) 24,278
Interest and other financial income, net 6,171 (342) 240 (13) 0 0 0 6,056
Income (loss) from equity method evalueted companies
Write-down of investments in equity method evalueted
(1,757) 0 0 0 (198) 0 1,955 0
companies (1,155) 600 555
Foreign exchange gains (losses), net (104) (27) 0 0 0 36 0 (95)
Income (loss) before taxes 29,927 (590) 840 277 (198) (2,048) 2,031 30,239
Income taxes (10,242) (818) 0 (79) 0 17 0 (11,122)
Net income (loss) from continued operations
Income (loss) from assets held for sale and discontinued
19,685 (1,408) 840 198 (198) (2,031) 2,031 19,117
operations 152 0 0 0 0 0 0 152
Net income (loss) before minority interest
Net income (loss) pertaining to minority interest
19,837 (1,408)
0
0
840
0
198
0
(198)
0
(2,031)
0
2,031
0
19,269
0

Consolidated statement of profit or loss

SAES Group – Press Release
Consolidated statement of profit or loss
Thousands of euro
Industrial Medical
Reclassifications
Packaging Not Allocated Costs Totale
Consolidated statement of profit or loss 2018 Reclassifications 2018
reclassified
2018 "SMAs for Thermal &
Electro Mechanical
Devices"
2018
reclassified
2018 Reclassifications 2018
reclassified
2018 Reclassifications
"Organic Electronics"
2018
reclassified
2018 Reclassifications 2018
reclassified
Total net sales
Cost of sales
Gross profit
% on net sales
65,279
(31,727)
33,552
51.4%
12,557
(7,832)
4,725
77,836
(39,559)
38,277
49.2%
82,450
(46,964)
35,486
43.0%
(11,482)
7,070
(4,412)
70,968
(39,894)
31,074
43.8%
11,480
(10,299)
1,181
10.3%
0 11,480
(10,299)
1,181
10.3%
1,075
(1,042)
33
3.1%
(1,075)
(313)
762
n.a.
0
(280)
(280)
43.8%
160,284
(90,032)
70,252
0
0
0
160,284
(90,032)
70,252
Total operating expenses
Other income (expenses), net
(14,283)
4
(3,334)
(103)
(17,617)
(99)
(11,157)
1,114
2,515
106
(8,642)
1,220
(7,007)
(46)
(7,007)
(46)
(23,671)
(140)
819
(22,852)
(3)
(143) (56,118)
932
0
0
(56,118)
932
Operating income (loss)
% on net sales
Interest and other financial income, net
19,273
29.5%
1,288 20,561
26.4%
25,443
30.9%
(1,791) 23,652
33.3%
(5,872)
-51.1%
0 (5,872)
-51.1%
(23,778)
-2211.9%
503
(23,275)
9.4% 15,066
(9,529)
0
0
15,066
9.4%
(9,529)
Income (loss) from equity method evalueted companies
Write-down of investments in equity method evalueted companies
Foreign exchange gains (losses), net
(1,473)
(4,300)
523
0
0
0
(1,473)
(4,300)
523
Income (loss) before taxes 287 0 287
Income taxes
Net income (loss) from continued operations
(7,967)
(7,680)
0
0
(7,967)
(7,680)
Income (loss) from discontinued operations 240,013 0 240,013
Net income (loss) before minority interest
Consolidated statement of profit or loss
Thousands of euro
232,333 0 232,333
Consolidated statement of profit or loss
Dec. 31, 2019
Total net sales
87,366
Metallurgy Division
Reclassifications
(22,926)
Jan. 1, 2020
Dec. 31, 2019
64,440
Vacuum Technology Division
Reclassifications
0
10,592
Jan. 1, 2020
10,592
Medical Division
Dec. 31, 2019
Reclassifications
84,979
Jan. 1, 2020
0
84,979
Dec. 31, 2019
0
Specialty Chemicals Division
Reclassifications
Jan. 1, 2020
12,334
Dec. 31, 2019
12,334
10,007
Advanced Packaging Division
Reclassifications
0
Jan. 1, 2020
10,007
Not Allocated Costs
Dec. 31, 2019
Reclassifications
0
Jan. 1, 2020
0
Dec. 31, 2019
0
182,352
Total
Reclassifications
Jan. 1, 2020
0
182,352
Cost of sales
(45,192)
Gross profit
42,174
% on net sales
48.3%
14,460
(8,466)
(30,732)
33,708
52.3%
n.a.
0
(4,929)
0
(4,929)
5,663
5,663
53.5%
(49,378)
35,601
41.9%
0
(49,378)
0
35,601
41.9%
0
0
n.a.
(9,531)
2,803
22.7%
(9,531)
(9,409)
2,803
6.0%
0
598
0
(9,409)
598
6.0%
0
0
n.a.
0
0
n.a.
0
(103,979)
0
43.0%
78,373 0
(103,979)
0
78,373
Total operating expenses
(16,949)
Other income (expenses), net
Operating income (loss)
26,086
% on net sales
29.9%
5,664
861
(678)
(3,480)
(11,285)
183
22,606
35.1%
n.a.
0
(4,005)
0
0
(4,005)
100
100
1,758
1,758
16.6%
(9,439)
(1)
26,161
30.8%
0
(9,439)
0
(1)
0
26,161
30.8%
0
0
0
n.a.
(1,646)
1,782
2,939
23.8%
(1,646)
(3,805)
1,782
(31)
2,939
(3,238)
-32.4%
0
0
0
(3,805)
(31)
(3,238)
-32.4%
(23,172)
935
(22,237)
n.a.
(13)
(23,185)
(1,204)
(269)
(1,217)
(23,454)
n.a.
(53,365)
14.7%
1,764
26,772
0
(53,365)
0
1,764
0
26,772
14.7%
Interest and other financial income, net
Income (loss) from equity method evalueted companies
Foreign exchange gains (losses), net
-
(2,912)
6,171
(104)
-
0
6,171
0
(2,912)
0
(104)
Income (loss) before taxes
Income taxes
Net income (loss) from continued operations
(10,242) 29,927
19,685
0
29,927
0
(10,242)
0
19,685
Income (loss) from discontinued operations
Net income (loss) before minority interest
152
19,837
0
152
0
19,837
Net income (loss) pertaining to minority interest
Net income (loss) pertaining to the Group
0
19,837
0
0
0
19,837
***

Statement of profit or loss - SAES Getters S.p.A.

SAES Group – Press Release
Statement of profit or loss - SAES Getters S.p.A.
Thousands of euro
2019 2018
Total net sales 62,066 57,205
Cost of sales (34,602) (31,797)
Gross profit 27,464 25,408
R&D expenses (7,751) (7,610)
Selling expenses (7,351) (6,987)
G&A expenses (20,660) (21,696)
Write-down of trade receivables 0 (160)
Total operating expenses (35,762) (36,453)
Other income (expenses), net 3,631 4,996
Operating income (loss) (4,667) (6,049)
Interest and other financial income, net 18,563 11,470
Foreign exchange gains (losses), net (55) 371
Income (loss) before taxes 13,841 5,791
Income taxes 178 (1,404)
Net income (loss) from continued operations 14,019 4,387
Income (loss) from discontinued operations 396 253,847
Net income (loss) 14,415 258,234
Statement of other comprehensive income - SAES Getters S.p.A.
Thousands of euro
2019 2018
Profit for the period 14,415 258,234
Actuarial gain (loss) on defined benefit plans (350) 46
Income taxes
Actuarial gain (loss) on defined benefit plans, net of taxes
84
(266)
(11)
35
Total components that will not be reclassified to the profit (loss) in subsequent periods (266) 35
Other comprehensive income (loss), net of taxes (266) 35

Statement of other comprehensive income - SAES Getters S.p.A.

Total operating expenses (35,762) (36,453)
Other income (expenses), net 3,631 4,996
Interest and other financial income, net 18,563 11,470
Foreign exchange gains (losses), net (55) 371
Income taxes 178 (1,404)
Income (loss) from discontinued operations 396 253,847
Statement of other comprehensive income - SAES Getters S.p.A.
Thousands of euro
Actuarial gain (loss) on defined benefit plans (350) 46
Income taxes 84 (11)
Actuarial gain (loss) on defined benefit plans, net of taxes (266) 35
Total components that will not be reclassified to the profit (loss) in subsequent periods (266) 35
Other comprehensive income (loss), net of taxes (266) 35
Total comprehensive income (loss), net of taxes 14,149 258,268
Statement of Financial Position - SAES Getters S.p.A.
Thousands of euro
December 31, 2018 December 31, 2017
Property, plant and equipment, net 34,439 34,180
Intangible assets 408 598
Right of use 948 0
Other non current assets 151,947 125,490

Statement of Financial Position - SAES Getters S.p.A.

Actuarial gain (loss) on defined benefit plans (350) 46
Income taxes 84 (11)
Actuarial gain (loss) on defined benefit plans, net of taxes (266) 35
Statement of Financial Position - SAES Getters S.p.A.
Thousands of euro
Property, plant and equipment, net 34,439 34,180
Intangible assets 408 598
Right of use 948 0
Other non current assets 151,947 125,490
Current assets
Total Assets
184,182
371,924
224,047
384,315
Shareholders' Equity 207,231 303,043
Non current liabilities
Current liabilities
108,600
56,093
18,808
62,464

Statement of Cash Flows - SAES Getters S.p.A.

Thousands of euro

2019 2018
Net income from continuing operations 14,019 4,387
Net income from discontinuing operations 396 253,847
Current income taxes 309 692
Change in deferred income taxes (488) 713
Depreciation, amortization and write down of non current assets 4,758 4,610
Net gain on purification business disposal (396) (253,896)
Net loss (gain) on disposal of property, plant and equipment (2) (137)
Income (expenses) from investments (17,966) (11,206)
Interest and other financial income, net (597) (230)
Other non-monetary costs 2,074 (254)
2,107 (1,475)
Change in operating assets and liabilities (2,725) (429)
Payments of termination indemnities and similar obligations (492) (446)
Financial income received, net of interests paid 74 981
(Payment) receipt of income taxes (443) (33)
Net cash provided by (used by) operating activities (1,479) (1,403)
Purchase of property, plant and equipment, net of proceeds from sales (4,260) (8,943)
Purchase of intangible assets (49) (389)
Dividends received, net of witholding taxes 18,697 21,045
Consideration for the purification business disposal (125) 255,729
Other (25,196) (64,395)
Cash flows provided by (used by) investing activities (10,933) 203,047
Proceeds from debts, net of repayments 99,689 (152,376)
Purchase of own shares (93,382) 0
Interests paid (831) (325)
Dividends paid (16,580) (15,435)
Cash flows provided by (used by) financing activities (11,104) (168,136)
Change in cash and cash equivalents - merger effect (0) (1,356)
Increase (decrease) in cash and cash equivalents (23,516) 32,152
Cash and cash equivalents at the beginning of the period 40,529 8,377
Cash and cash equivalents at the end of the period 17,014 40,529

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