SAES Group Press Release
PRESS RELEASE
Milan, April 29, 2014
SAES Group: the Shareholders' Meeting approved the 2013 financial
statements Consolidated revenues equal to 128.5 million in 2013,
down (-9%) compared to 141.2 million in 2012, affected by the
exchange rate effect and by short term adverse facts; total
revenues of the Group (which include 50% of the revenues coming
from the joint venture Actuator Solutions) equal to 133.3 million
Consolidated gross profit equal to 51.4 million (40% of revenues),
compared to 58.4 million in 2012 (41.3% of revenues) Consolidated
operating income equal to 5.5 million (4.3% of revenues) compared
to 12.7 million in 2012 (9% of revenues) and consolidated EBITDA
equal to 15.7 million (12.2%) compared to 22.9 million (16.2%)
Adjusted consolidated operating income 1 equal to 7.4 million (5.8%
of revenues) and adjusted consolidated EBITDA equal to 17.2 million
(13.4%) Consolidated net loss equal to -0.6 million, penalized by
non-recurring items equal to 3.1 million2 (consolidated net income
of 3.3 million in 2012) Consolidated net financial position equal
to -36.5 million, significantly improved when compared to the same
figure as at September 30, 2013 (-41.9 million) Approved a dividend
of 0.150000 per ordinary share and of 0.166626 per savings share
The Ordinary Shareholders' Meeting approved the first section of
the Report on remuneration with an advisory note and renewed the
authorization to purchase and dispose of treasury shares The
Ordinary Shareholders' Meeting appointed the Lawyer Alessandra
della Porta as nonexecutive Director The Special Savings
Shareholders' Meeting appointed the common representative of the
Savings Shareholders in office for the period 2014-2016
The Shareholders' Meeting of SAES Getters S.p.A., held today at the
registered office in Lainate (Milan) and chaired by Mr. Massimo
della Porta, approved the Financial Statements ended on December
31, 2013. In 2013, the SAES Group achieved consolidated sales equal
to 128.5 million, down (-9%) compared to 141.2 million achieved in
20123.
1 Net of non-recurring costs and other costs considered by the
management as not meaningful with reference to the current
operating performance. 2 Of which 1.7 million of net restructuring
charges (including the related fiscal effect) and 1.4 million from
discontinued operations. 3 Following the start of the process that
will lead to the shutdown of the factory of SAES Getters (Nanjing)
Co., Ltd., the last production unit working in the CRT business,
its related revenues have been reclassified in the item " Results
from discontinued operations", both for this year and for the
previous one.
1
SAES Group Press Release
The exchange rate effect was negative and equal to -3.4%, due to
the weakening of the U.S. dollar and of the yen against the euro,
mainly concentrated in the second half of the year. At comparable
exchange rates, consolidated net revenues would have decreased by
5.6% compared to 2012. With respect to revenues, the scope of
consolidation was unchanged compared to the previous year. Total
revenues of the Group, achieved by incorporating the 50% joint
venture Actuator Solutions with the proportional method instead of
the equity method, amounted to 133.3 million, compared with 144.3
million4 in 2012 (-7.6%). The year 2013 was affected, in addition
to the negative exchange rate effect, by non-recurring items
related in part to the recessive cycle and in part to some critical
issues involving some key customers. The growth in revenues
recorded in some businesses of the Industrial Applications
(Semiconductors, Lamps and Electronic Devices) was not enough to
offset the decrease in revenues in the Vacuum Systems Business and
in that of the shape memory alloys. The vacuum systems segment
appears to be decreasing compared to the previous year,
characterized by strong investments made by some customers in 2012
and as a consequence of the postponement of some research projects
following the continuing global economic crisis; instead, revenues
of the shape memory alloys Business have been penalized by the exit
from the market of a component at the end of its life cycle, as
well as, compared to 2012, by some stock-building policies,
concentrated in the second half of 2012 and in the first months of
2013, adopted by a major US customer in the view of the launch of a
new medical device, initially expected in the first half of 2013
and then postponed due to some delays in the FDA (Food and Drug
Administration) qualification. The Semiconductors Business recorded
an increase, thanks to the strategy of diversification both in the
product offering and in the markets of reference implemented by the
Group in the field of gas purification. Also the lamps business and
that of electronic devices recorded a slight growth: the former
thanks to the partial reversal of the saving policies adopted by
Japan to reduce the cost of lighting and to the increased attention
of the regulations regarding the reduced use of mercury that
promotes our technology compared to the competition; the latter
thanks to the partial recovery of the defence sector and to the
growth in the MEMS sector. The Information Displays Business has
been characterized both by the disappearance of the LCD revenues,
and by the low sales volumes in the OLED sector. To face the
decrease in revenues and the consequent reduction in margins, in
the second half of 2013 the Group has implemented structural
operations of organizational rationalization and cost reduction,
including the shutdown of the Chinese subsidiary SAES Getters
(Nanjing) Co., Ltd. mainly dedicated to the production of getters
for CRT, accompanied by cyclical operations that resulted in the
use of social security provisions and of voluntary redundancy
procedures in the Italian companies of the Group. The shutdown of
the Chinese plant marks the final exit of the Group from the CRT
Business. The other productions of SAES Getters (Nanjing) Co., Ltd.
(in particular getters for lamps) have been gradually moved to the
factory in Avezzano, while the subsidiary SAES Getters (Nanjing)
Co., Ltd. will continue to manage the commercial activities of the
Group in the Republic of China. The restructuring operations have
generated non-recurring charges (approximately 1.9 million at the
operating profit level, to which it needs to be added a loss from
discontinued operations equal to 1.4 million), which, in turn, have
affected the 2013 results. Excluding the non-recurring charges, the
main financial indicators of the Group showed a substantial
maintenance in 2013 compared to the previous year. Consolidated
gross profit5 was equal to 51.4 million (40% of consolidated
revenues) in 2013, compared to 58.4 million (41.3% of consolidated
revenues) in 2012. Excluding the financial effects of the
restructuring operations implemented during the second half of the
year, the adjusted gross profit would have been substantially
unchanged6. Despite the decrease in revenues, the combined effect
of a more favorable sales mix and of the first positive effects
resulting from the organizational rationalization allowed to limit
the decline in margins compared to the previous year.
4
Please note that the joint venture Actuator Solutions GmbH has
started to generate revenues from the second quarter of 2012,
following the purchase of the SMA actuators business unit for the
automotive sector. 5 Calculated as the difference between net
revenues and industrial costs directly and indirectly attributable
to the products sold. 6 The severance costs (0.9 million) and the
write-downs necessary for the shutdown of the Chinese plant (0.3
million) were, in fact, offset by the savings resulting from the
use of the social security provisions (1.3 million).
2
SAES Group Press Release
Consolidated operating income amounted to 5.5 million in 2013,
compared to an operating income of 12.7 million in the previous
year. In percentage terms, the operating margin was equal to 4.3%,
compared to 9% in 2012. Excluding the non-recurring restructuring
charges that penalized the current year, the adjusted operating
income would have amounted to 7.4 million in 2013 (5.8% as a
percentage of consolidated revenues), down by 41.8% compared to
2012: despite the containment of operating expenses, the decrease
in revenues and in the gross profit led to the consequent reduction
in the operating income. Consolidated EBITDA7 amounted to 15.7
million (12.2% of consolidated revenues), compared to 22.9 million
in 2012 (16.2% as a percentage of revenues). Excluding the
non-recurring restructuring charges that penalized the current
year, the adjusted EBITDA would have been equal to 17.2 million
(13.4% of revenues). Consolidated income before taxes was equal to
3.4 million, compared to an income of 10.1 million in 2012.
Excluding the non-recurring charges, the adjusted income before
taxes would have amounted to 5.3 million. Net income from continued
operations amounted to 0.8 million; excluding the non-recurring
restructuring charges, the adjusted net income from continued
operations would have amounted to 2.5 million (1.9% of revenues),
compared to a net income of 4.6 million (3.3% of consolidated
revenues) in the previous year. Consolidated net result was
negative and equal to 0.6 million in 2013, compared to a net income
of 3.3 million in the previous year. The 2013 result includes a
loss deriving from assets held for sale and discontinued operations
of 1.4 million, equal to the net income of the CRT business,
discontinued following the decision to shutdown the last factory
dedicated to the production of getters for cathode ray tubes8. This
loss includes severance costs equal to 0.2 million as well as
write-downs for an amount of 0.6 million, all related with the
restructuring process implemented during the second half of 2013.
The consolidated net financial position as at December 31, 2013 was
negative and equal to 36.5 million (cash equal to +20.3 million and
net financial liabilities equal to -56.9 million), compared to a
negative net financial position equal to 16.3 million as at
December 31, 2012. The worsening compared to December 31, 2012 was
primarily due to the expenditures aimed at the technological
strengthening of the Semiconductors Business (7.5 million, of which
2.7 million already paid as at December 31, 2013 and 4.8 million
included in the short term and long term financial debts depending
on their contractual maturities) and to the payment of dividends
(about 10 million). By looking at the quarterly performance of the
consolidated net financial position, please note, after the gradual
deterioration in the first three quarters of the year, its
remarkable improvement in the fourth quarter of 2013 (+5.3
million), fully attributable to the cash flows generated from the
operating activities: the selffinancing generated by the Group in
the quarter can be added to the improvement in the net working
capital (in particular, a decrease in trade receivables following
higher proceeds in the gas purification business). *** The Ordinary
Shareholders' Meeting approved the distribution of a dividend equal
to 0.150000 per ordinary share and 0.166626 per savings share,
through the distribution of part of the net income of SAES Getters
S.p.A. (3.4 million, compared to a total net comprehensive income
of 5.3 million).
7
EBITDA is not deemed as an accounting measure under International
Financial Reporting Standards (IFRS); 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". 8 The financial figures of 2012, presented for
comparative purposes, have been reclassified in order to make them
comparable with 2013.
3
SAES Group Press Release
The dividend will be paid on May 8, 2014; the share will trade
ex-dividend starting from May 5, 2014 following the detachment of
the coupon no. 30, while the record date related to the dividend
payment is May 7, 2014. The Ordinary Shareholders' Meeting
approved, with an advisory vote, the first section of the Report on
remuneration prepared pursuant to article 123-ter of the TUF and
according to article 84-quater of the Issuers Regulation and of the
related Appendix 3A, Scheme 7-bis of the Consob resolution no.
11971 dated 5/14/1999 concerning the issuers' regulation. The
Ordinary Shareholders' Meeting approved the request of the
authorization for the purchase and sale of treasury shares, after
the withdrawal of the authorization previously granted by the
Shareholders' Meeting on April 23, 2013 that has not been used. The
purchase authorization is granted for a period of 18 months
starting from the date of the authorization, in one or more times,
up to a maximum of no. 2 million ordinary and/or savings shares of
the Company, at a purchase price including additional charges equal
to no more than 5% and not less than 5% of the official share price
recorded by the share in the trading session preceding each
individual transaction. With regard to disposals of treasury
shares, they can be executed for a minimum price equal to the
weighted average of the official prices of the shares of their
related category in the twenty trading days preceding the sale. The
authorization for the disposal of treasury shares is granted to the
Shareholders' Meeting without any time limit. The Ordinary
Shareholders' Meeting finally appointed the Lawyer Alessandra della
Porta as non-executive director, replacing non-executive director
Dr Carola Rita della Porta, who resigned on April 24, 2013.
Alessandra della Porta will hold her office until the expiration of
the mandate given to the actual Board of Directors, that is until
the date of the Shareholders' Meeting convened to approve the
financial statements as at December 31, 2014. Below is the
shareholding in the Company's capital stock currently held by the
laywer Alessandra della Porta:
Surname and first name Notes - Ordinary shares A les s an dra della
Porta SA ES Getters S.p.A. 82,226 Savings shares (* ) shares
jointly held by Alessandra della Porta and her sister Carola Rita
della Porta Company Number
(* )
The curriculum vitae of Alessandra della Porta is available in
Italian language on the Company's website
(www.saesgetters.com/it/investor/cariche-sociali). The Special
Savings Shareholders' Meeting appointed the lawyer Massimiliano
Perletti as the Common Representative of the Savings Shareholders,
in office for the period 2014-2016. His determined annual
remuneration is equal to 1,100. *** The following tables highlight
the main figures extracted from the consolidated financial
statements.
Abstract from Consolidated Financial Statements (millions of euro)
Consolidated income statement figures Net sales R&D expenses
Depreciation and amortization Personnel cost Operating income
(loss) Adjusted operating income (loss) Net income (loss)
2013 128.5 14.9 9.4 54.9 5.5 7.4 (0.6)
2012 141.2 14.5 10.0 56.6 12.7 n.a. 3.3
4
SAES Group Press Release
Consolidated balance sheet figures Group's shareholders' equity
Property, plant and equipment, net Net financial position Purchase
of property, plant and equipment
Dec. 31, 2013 100.3 51.5 (36.5) 6.5
Dec. 31, 2012 114.2 56.0 (16.3) 5.6
***
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 Michele Di Marco
***
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 or
ultra-pure gases are required. In more than 70 years of activity,
the Group's getter solutions have been supporting 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. The
Group also holds a leading position in ultra-pure gas refinement
for the semiconductor and other high-tech markets. 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 and
automotive sector). More recently, SAES has expanded its business
by developing components whose getter functions, traditionally
obtained from the exploitation of the special features of some
metals, are instead generated by chemical processes. Thanks to
these new developments, SAES is evolving, adding to its
competencies in the field of special metallurgy also those of
organic chemicals. A total production capacity distributed in ten
facilities, a worldwide-based sales & service network and more
than 900 employees allow the Group to combine multicultural skills
and expertise 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 E-mail: investor_relations@saes-group.com Laura Magni
Group Marketing and Communication Manager Tel +39 02 93178 252
E-mail: laura_magni@saes-group.com
5
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