Professional Documents
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Accounting Principles and Notes
Accounting Principles and Notes
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Accounting principles and notes
1. Group profile
Saes Getters S.p.A., the parent company, and its subsidiaries operate both in Italy and abroad in
the development, production and marketing of getters and other components for cathode ray
tubes and flat panel displays as well as getters and other components for industrial applications,
and in the gas purification industry. The Group also operates in the field of advanced materials,
particularly in the development of getters for microelectronic and micromechanical systems,
optical crystals, shape memory alloys and metalorganic precursors.
The parent company Saes Getters S.p.A. is controlled by S.G.G. Holding S.p.A.
There are no changes in the scope of consolidation to report since December 31, 2004.
The structure of the Saes Getters Group and the scope of consolidation are shown in note no. 39.
Following the entry into force of EC Regulation no. 1606/2002, the Saes Getters Group adopted
IAS/IFRS accounting standards as from 1 January 2005. This half year report was prepared
according to these new standards and, in particular, according to IAS 34 "Interim Financial
Reporting".
These standards were adopted in preparing the comparative balance sheets, income statements
and cash flow statements, with the exception of the measurement and recognition of financial
instruments, particularly with regard to exchange risk hedges and the recognition of treasury
shares. The Company in fact exercised the option specified in IFRS 1 to define the date of
transition as January 1, 2005 for IAS 32 and 39. Please refer to the section on accounting
principles and notes for further details.
As part of the first-time adoption, IFRS 1 "First-time adoption of International Financial Reporting
Standards" was applied. For a description of the effects arising from the transition to International
Financial Reporting Standards (IAS/IFRS), please refer to note no. 39, containing a reconciliation
between shareholders' equity and net income for the period according to Italian Accounting
Principles and according to International Financial Reporting Standards (IAS/IFRS), both with
reference to the previous comparable interim period (ended June 30, 2004) and to December 31,
2004, the reporting date for the last financial statements prepared in accordance with the
accounting principles previously utilized.
The standards adopted in this half year report and in the reconciliations presented may be different
from the IFRS standards effective as at December 31, 2005, as a result of the European
Commission's future guidance on the approval of the standards or the subsequent issue of new
accounting standards, interpretations or implementation guidelines issued by the International
Accounting Standards Board (IASB) or the International Financial Reporting Interpretation
Committee (IFRIC).
It should be taken into consideration that the half-year report does not include all the information
required to prepare full annual financial statements. However, as a result of the first-time adoption
of international financial reporting standards, these are more extensive than those required
pursuant to IAS 34 and comparable with those contained in annual financial statements.
Having exercised the option specified in Article 4, sub-section 2 of Legislative Decree no. 38/2005
on the exercising of the options provided for in EC Regulation no. 1606/2002 on accounting
standards, the parent company and the subsidiary Saes Advanced Technologies S.p.A. intend to
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draw up the individual financial statements for the year ended December 31, 2005 according to
international accounting standards.
Consolidation principles
The main consolidation principles adopted in drawing up the consolidated financial statements are
as follows:
- The book value of investments in share capital is eliminated against the respective proportion
of shareholders' equity in respect of the assumption of assets and liabilities, according to the
full consolidation method.
- In accordance with IAS 31, the book value of investments in jointly controlled companies
included in the consolidated financial statements according to the proportionat consolidation
method is eliminated against the respective fraction of shareholders' equity pertaining to the
Group in respect of the assumption of assets and liabilities for the amount corresponding to
the Group's percentage investment. Each item of the income statement is also entered in the
consolidated financial statements for the amount corresponding to the Group's percentage
investment. Debit and credit items and all other transactions between the jointly controlled
company and the subsidiaries are eliminated according to the Group's percentage ownership.
Residual balances are recognized in the balance sheet and in the income statement together
with third party transactions.
- Any positive difference between the cost of acquisition and the subsidiaries' equity share,
expressed at the fair value at the time of acquiring the investment, if the necessary
requirements are met, is posted as "Goodwill".
- Profits and losses not yet realized arising from transactions between consolidated companies
are eliminated as are debit and credit items and all other transactions between the companies
included in the scope of consolidation.
- The financial statements of foreign subsidiaries are converted into the currency of account
(euro) by applying the current year-end exchange rate to assets and liabilities and the average
exchange rate for the year to income statement entries. The difference between net income
for the period obtained from converting at average exchange rates and net income for the
period obtained from converting at year-end rates is entered in a special sub-item of the
shareholders' equity "Currency translation reserve" included in the item "Sundry reserves and
retained earnings". The same item also considers the effect on shareholders' equity of changes
in exchange rates between the end of the previous financial year and the end of the current
financial year.
Details of the exchange rates applied in the conversion of financial statements expressed in a
foreign currency are given in note no. 40.
Accounting schemes
The balance sheet layout conforms to the minimum content required by international accounting
standards and is based on a distinction between current and non-current assets and liabilities
depending on whether these items are realized within or after twelve months of the balance sheet
date. The income statement is based on a cost allocation structure.
The accounting schemes are consistent with the reports prepared for the internal organizational
and management structure.
These are stated at cost or deemed cost, less accumulated depreciation and impairment losses.
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The cost includes additional charges and direct and indirect production costs in the amount
reasonably attributable to the asset.
Maintenance costs incurred after first recognition are capitalized only if they bring about an
increase in the future economic benefits of the assets to which they relate.
Some fixed assets were measured at fair value on the date of transition to International Financial
Reporting Standards (IAS/IFRS) and are measured at deemed cost, which consists of the amount
adjusted by the Group's Italian companies in accordance with the specific monetary revaluation
laws at the time of these revaluations.
Depreciation is calculated on a straight-line basis according to the expected useful life of the fixed
assets, using the following rates:
Buildings 2.5%-3%
Machinery and equipment 10%-25%
Industrial and commercial equipment 20%-25%
Other assets 7%-25%
Finance leases are classified as those which transfer to the lessee substantially all the risks and
rewards incidental to ownership. Fixed assets acquired under finance leases are recognized at the
lower of fair value and the present value of the minimum lease payments owed, according to the
contracts, and are depreciated on the basis of their expected useful life. The liability to the lessor
is classified amongst financial liabilities in the balance sheet. Interest included in the lease
payments is charged to the income statement for the period as financial expenses.
Other leases are considered as operating leases and the respective costs are recognized on the
basis of the conditions stipulated in the respective contracts.
Intangible assets
In accordance with IAS 38, intangible assets are recognized only if they are identifiable, if future
economic benefits will probably flow from their use and if their cost can be reliably measured.
Intangible assets are amortized according to their estimated useful life, if finite, as follows:
Industrial and other patent rights 3-5 years/duration of the contract
Concessions, licenses,
trademarks and similar rights 3-50 years/duration of the contract
Other 3-8 years/duration of the contract
Intangible assets with an indefinite useful life are not amortized but are assessed for impairment
at least annually or according to the frequency determined by impairment risk indications.
Subsequent expenditure is only recognized if it increases the economic benefits expected from
the use of the intangible assets to which it relates.
Goodwill
Any positive difference between the cost of acquisition of a business combination and the fair
value of the assets and liabilities acquired is stated amongst intangible assets as goodwill. Any
negative difference is charged to the income statement at the time of acquisition.
Goodwill is not amortized but must be tested for impairment in accordance with IAS 36
Impairment of assets, at least annually or according to the frequency determined by impairment
risk indications. After initial recognition, goodwill is stated at cost less any impairments
recognized.
During the first-time adoption of International Financial Reporting Standards, the Group took
advantage of the specific exemption allowed under IFRS 1 which makes it possible to avoid the
retrospective application of IFRS 3 Business combinations for acquisitions made prior to the date
of transition to IFRS. Therefore, the goodwill generated by acquisitions prior to January 1, 2004 is
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stated at the value determined according to the accounting principles previously applied, after
measuring and recognizing any lasting impairments.
Impairment
The recoverable amount of property, plant and equipment and intangible assets is verified at least
annually if there is an indication of impairment. An impairment loss should be recognized
whenever the carrying amount of an asset exceeds its recoverable amount. Intangible assets with
an indefinite useful life are tested for impairment annually or according to the frequency
determined by impairment risk indications.
If it is not possible to determine the recoverable amount for an individual asset, the Group
estimates the recoverable value of the related cash generating unit.
The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use.
Value in use is determined from estimated future cash flows based on a pre-tax discount rate that
reflects the time value of money and the risks specific to the asset.
Impairment loss is equal to the part of carrying amount exceeding recoverable amount. If,
subsequently, an impairment loss on an asset other than goodwill is reversed or reduced, the
carrying amount of the asset is increased based on its estimated recoverable amount, but not to
exceed the amount that the asset would have had if no impairment loss had ever been
recognized. Impairment loss and reversal of an impairment loss are recognized in the income
statement
Inventory is stated at the lower of purchase or production cost, calculated according to the FIFO
method, and the market value.
Production cost includes the direct costs of materials and labor and indirect production costs
(variable and fixed).
Obsolete and slow-moving stock is written down in relation to its possible use or realization.
Construction contracts are measured on the basis of the stage of completion, net of any advances
invoiced to customers. The production cost includes the direct costs of materials and labor and
the indirect production costs (variable and fixed) reasonably attributable to them. Losses on
construction contracts, if any, are charged to the income statement if it is likely that the total
estimated expenses will exceed the total revenues expected.
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Trade and other receivables
These are stated at nominal value less appropriate allowances for estimated irrecoverable
amounts.
These are assets and liabilities whose value will be recovered through sale rather than through
use, insofar as they are subject to disposal. This specific classification is adopted when the sale
occurs or when the assets and liabilities meet the criteria of "held for sale", if known previously.
These are measured at the lower of carrying value and fair value, less their costs to sell.
Impairments at the time of classification of assets and liabilities as held for sale are charged to
the income statement, together with subsequent income and expenses arising from the
measurement of these items.
In accordance with IAS 39, at the end of the period derivative financial instruments are
measured at fair value and hedge accounting is applied if all requirements set out by the
standard are met, i.e.:
there is formal designation and documentation of a hedging relationship at inception;
the hedge is expected to be highly effective;
hedge effectiveness is reliably measurable;
the hedge has been highly effective throughout the reporting periods for which it was
designated;
If all conditions for the application of hedge accounting are met, derivative financial instruments
are treated according to the cash flow hedge model, which is applied to hedges against changes
in cash flows arising from highly probable future transactions that may produce effects on the
income statement. According to the cash flow hedge model, the effective portion of the gain or
loss on derivative financial instruments is recognized in an equity reserve. Cumulative gains or
losses recognized in equity are charged to the income statement for the period in which the
hedged transaction is recognized. The ineffective portion of the gain or loss on financial
instruments is charged directly to the income statement. Cumulative gains or losses related to
forecasted hedged transactions that are no longer expected to occur are also charged to the
income statement.
If a hedging instrument or relationship is terminated and the forecasted hedged transaction has
not yet occurred, the cumulative gains or losses recognized in equity at that time are charged to
the income statement when the related transaction occurs.
These items include portions of costs and revenues which are common to two or more financial
years, in accordance with accrual basis accounting.
Shareholders' Equity
The dividends distributed by the parent company are booked as liabilities at the time of the
distribution decision. Transactions involving the purchase and sale of treasury shares are
recognized directly as movements in shareholders' equity, without going through the income
statement.
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Financial liabilities
These are initially stated at cost, i.e. the resources received net of the additional charges to pay
off the liability. Subsequently, financial liabilities are valued at amortized cost, i.e. the amount of
the initial liability net of capital repayments and additional charges amortized.
This item includes staff leaving indemnity and other employee benefits, set aside to cover the
accrued liabilities payable to employees according to the laws, national collective agreements and
supplementary company agreements in force in the countries in which the consolidated
companies operate.
Both defined contribution and defined benefit plans are included. Under defined contribution
plans, obligations are recorded as expenses on an accrual basis. Under defined benefit plans,
obligations are valued by independent actuarial consultants according to the Projected Unit Credit
Method, separately applied to each plan.
As part of the first-time adoption of International Financial Reporting Standards (IAS/IFRS), all
actuarial gains and losses existing on January 1, 2004 were recognized in the special equity
reserve, together with the other impacts arising from the transition. After the date of transition to
IFRS, the corridor approach is applied in respect of actuarial gains and losses, which are
recognized for the cumulative part exceeding 10% of the present value of the defined benefit
obligation at the end of the previous period.
The liabilities arising from defined benefit plans are made up of the present value of the obligation
towards employees, adjusted by unrecognized actuarial gains or losses and past service costs not
yet recorded.
Payments under defined contribution plans are charged to the income statement as costs when
incurred
Provisions for contingencies and obligations are set aside to cover legal or constructive
obligations, arising from past events and their settlement will require a probable outflow of
resources, the amount of which can be reliably estimated.
Changes of estimate are recognized in the income statement for the period in which the change
occurs.
If the effect is significant, provisions for contingencies and obligations have to be stated at the
present value.
These relate respectively to trade or miscellaneous relations and are stated at nominal value.
Treasury shares
Treasury shares are deducted from equity. The original cost and the items generated from their
subsequent sale are recognized as changes in shareholders' equity.
Revenue recognition
Revenues are recognized to the extent that it is probable that economic benefits will flow to the
Group and the amount of revenue can be measured reliably. Revenues are stated net of
discounts, allowances and returns.
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Revenues from the sale of goods are recognized when the transfer to the buyer of the risks and
rewards of ownership takes place.
Revenues generated from the rendering of services are recognized in the period in which the
service was rendered.
Grants
Grants are recognized in the income statement where there is reasonable assurance that these
will be obtained and that all the conditions for their recognition will be met.
Capital grants, in the amount pertaining to the year, are charged to the income statement on the
basis of the useful life of the assets to which the grants relate. The proportion of the capital grant
that relates to future financial years is entered under the item "Accrued liabilities".
Operating grants are recognized according to the accrual method of accounting in the same
period in which the associated costs are incurred, shown net of these grants.
Cost of sales
The cost of sales represents the cost of buying or producing the products and goods that have
been sold and includes the cost of raw materials, goods and direct and indirect production costs.
The cost of sales also includes margins on construction contracts recognized by reference to the
stage of completion (percentage of completion method).
All research expenses are charged to the income statement for the year in which they are
incurred. Development expenses must be capitalized if the conditions set out in IAS 38 are met
as already described in the notes on intangible assets. If the requirements for the mandatory
capitalization of development expenses are not met, the expenses are charged to the income
statement for the year in which they are incurred.
Selling expenses
These include the expenses that are incurred during the year as a result of selling products.
These include the expenses that are incurred during the year in relation to the administrative
structure.
Financial items
These include interest income and expense, exchange gains and losses (both realized and
unrealized) and any adjustments to securities.
Interest expense of any kind is charged to the income statement for the year in which it is
incurred.
Income taxes
Income taxes for the period include both current and deferred taxes and are charged to the
income statement for the year, except those relating to items directly debited or credited in an
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item of shareholders' equity for which the tax effect is recognized in equity.
Current taxes are recognized on the basis of estimated taxable income in accordance with the
provisions in force, taking account of the applicable exemptions and tax credits due.
Deferred taxes are recognized for temporary differences between the carrying amount of an
asset or liability and its value for tax purposes. Deferred tax assets, including those arising from
tax losses carried forward and unused tax credits, are recognized to the extent that it is probable
that future taxable income will be available to allow for their recovery.
Deferred tax assets and liabilities are determined according to the tax rates that are applicable in
the years during which the temporary differences are realized or settled in the respective
countries in which the Group's companies operate.
The consolidated financial statements recognize provisions for taxes owed in the event of the
distribution of profits and reserves by subsidiaries, excluding those relating to profits and reserves
that are not considered likely to be distributed in the foreseeable future.
Earnings per share are calculated by dividing the net income for the period attributable to holders
of ordinary and savings shares by the weighted average number of shares in issue during the
period.
Business segments
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Notes to the financial statements
All amounts stated in the notes and in the financial statements are expressed in thousands of
euro unless otherwise specified.
3. Net sales
Consolidated net sales for the first half of 2005 were c66,447 thousand, down by 8.8% on
the figure of c72,847 thousand posted in the first half of 2004. The drop in sales net of the
exchange rate effect was 6.7% whilst the strengthening of the euro against the major foreign
currencies caused a further fall of 2.1%. In particular, the Cathode Ray Tubes and Semiconductors
Business Areas achieved lower sales, only partially offset by the growth in sales in the Flat Panel
Displays Business Area. It should be recalled that in the first half of 2004, some assets relating
to the semiconductor market were disposed of as part of a plan aimed at recovering efficiency
and focusing on profitable businesses. Net of the assets disposed of, the drop in sales would
have been 5.7%.
A breakdown of net sales according to Business Unit and Business Area is given below:
Business Unit and Business Area 1st Half 1st Half Difference
2005 2004
Cathode Ray Tubes 16,176 22,715 (6,539) -28.8%
Flat Panel Displays 23,490 19,948 3,542 17.8%
Subtotal Information Displays 39,666 42,663 (2,997) -7.0%
Lamps 5,661 5,721 (60) -1.0%
Electronic Devices 6,240 5,869 371 6.3%
Vacuum Systems and Thermal Insulation 3,222 3,045 177 5.8%
Semiconductors 11,370 15,549 (4,179) -26.9%
Subtotal Industrial Applications 26,493 30,184 (3,691) -12.2%
Subtotal Advanced Materials 288 0 288 n.a.
Total Net Sales 66,447 72,847 (6,400) -8.8%
Legenda:
Information Displays Business Unit
Cathode Ray Tubes Barium getters for cathode ray tubes
Flat Panel Displays Getters and metal dispensers for flat panel displays
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4. Cost of sales
The amount stated in the income statement in the first half 2005 was c31,768 thousand, down
by c4,483 thousand on the figure of c36,251 thousand posted in the first half 2004.
Both Business Units saw a sharp fall in the cost of sales, mainly as a result of lower net sales
and of the positive effects arising from the restructuring operations and disposals implemented
in the previous period, particularly in terms of personnel costs.
The reduction in the cost of direct labor and manufacturing overheads was chiefly due to the
aforementioned restructuring operations and disposals.
5. Operating expenses
Operating expenses totaled c21,857 thousand (c21,168 thousand in the first half of 2004),
broken down by destination as follow:
Operating expenses increased by c689 thousand, principally as a result of increased research and
development expenses and the inclusion, in the general and administrative expenses, of non-
recurring consultancy expenses in relation to the voluntary conversion of savings shares into
ordinary shares which took place in January 2005.
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A breakdown of total expenses by nature included in the cost of sales and in operating expenses
is given below:
The item Consultant fees includes, inter alia, the costs associated with the voluntary conversion
of savings shares into ordinary shares.
The total labor cost was c21,309 thousand, down on the same period last year (c23,503
thousand), mainly reflecting the decrease in the number of Group employees resulting from the
aforementioned restructuring operations and the disposal of the assets relating to the
Semiconductors Business Area.
It should also be recalled that the item Other expenses includes the fees owed to the Directors
(which rose from c715 thousand in the first half of 2004 to c1,080 thousand for the period ended
June 30, 2005) and to the Board of Statutory Auditors (which rose from c43 thousand in the first
half of 2004 to c44 thousand for the period ended June 30, 2005).
The item Other income (expenses), net shows a year-on-year decrease of c566 thousand. It
should be recalled that in the last period a capital gain (of c803 thousand) was made from the
disposal of the assets relating to gas impurity analyzers based on IMS technology relating to the
subsidiary New Trace Analytical, Inc. (formerly Molecular Analytics, Inc.).
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1st Half 1st Half Difference
2005 2004
Capital gains on disposal of assets 113 838 (725)
Gains from financial instruments
evaluated at fair value 356 0 356
Other income 375 502 (127)
Total Other Income 844 1,340 (496)
Other Income recorded in the first half of 2005 shows a year-on-year decrease of c496 thousand,
again principally due to the aforementioned capital gain made in 2004.
The item Gains from financial instruments evaluated at fair value includes the income arising from
the fair value measurement of the hedges taken out to protect against changes in cash flows
expected from foreign currency sale transactions (US dollars and Japanese yen). These hedges are
recognized according to the cash flow hedge model.
The comparative figures relating to last period do not include the effect of IAS 32 Financial
instruments: Disclosure and presentation and IAS 39 Financial instruments: Recognition and
measurement, after defining January 1, 2005 as the transition date for their application. If IAS 32 and
IAS 39 had been applied for the period under comparison, the value of these financial components
would have been determined by reference to the effect of the hedges existing at the end of the first
half of 2004.
The costs included in the item Other Expenses are overall in line with the last period. During the first
half of 2005, intangible assets were written down by the Japanese subsidiary in the amount of
approximately c100 thousand.
This item shows a total year-on-year increase of c165 thousand, which is mainly due to the higher
interest income on bank deposits resulting from a higher average level of cash and cash
equivalents in the six months than in the previous period and lower interest expense as a result
of reduced bank borrowing.
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8. Foreign exchange gains (losses), net
This item shows a total year-on-year increase of c778 thousand and is broken down as follows:
The change reflects the trend of exchange rates during 2005 compared with the corresponding
period in 2004.
9. Income taxes
This item includes current taxes and provisions for deferred taxes which include, inter alia,
the tax effect of consolidation adjustments.
The breakdown shows a reduction in current taxes from c4,915 thousand in the first half of
2004 to c3,974 thousand in the first half of 2005. This reduction is due to lower taxable
income for the Group's companies. The item also includes positive adjustments made in
relation to current taxes in the previous year totaling c346 thousand.
The net amount of deferred taxes developed from a negative balance of c1,371 thousand in
the first half of 2004 to a negative balance of c2,153 thousand in the first half of 2005. The
change is mainly due to the utilization by the parent company Saes Getters S.p.A. of deferred
tax assets due to previous write down of investments in share capital, in addition to the
effect of the provisions for the taxes owed, if any, in the event of the distribution of the
accumulated profits of the subsidiaries as at June 30, 2005.
Income taxes increased from 38.4% of pre-tax profits in the first half of 2004 to 43.3% in
the period ended June 30, 2005, mainly as a result of the greater impact of the provisions
for the taxes owed, if any, in the event of the distribution of the accumulated profits and
reserves of the subsidiaries as at June 30, 2005, partially offset by the different contribution
of the profit making companies located in countries with different taxation and through the
effect of the aforementioned tax adjustments.
The differential between the theoretical tax liability on the basis of the tax rates applied in
Italy for IRES (33%) and IRAP (4.25%) and the actual consolidated tax liability for the first half
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of 2005 (43.3%) is mainly due to the effect of the aforementioned provisions for taxes owed,
if any, in the event of the distribution of the accumulated profits and reserves of the
subsidiaries and to the adjustments to the dividends as a result of their effect on the
consolidated pre-tax income. These effects are partially offset by the impact of the various
tax rates applicable to the Group's individual companies.
It should be noted that, with effect from May 12, 2005, the parent company Saes Getters
S.p.A. and the subsidiary Saes Advanced Technologies S.p.A. signed an agreement for tax
consolidation with S.G.G. Holding S.p.A., the company that controls Saes Getters S.p.A.,
thus exercising the group taxation option offered in Article 117 of the Income Tax Act (TUIR),
with the effects set out in Article 118 of the same Act.
The earnings per share ratio was calculated by dividing the period income of the Saes Getters
Group by the average outstanding number of shares in issue in the first six months of 2005.
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11. Segment information
The income statement and balance sheet values shown in the following analytical statements are
described for primary business segments in accordance with IAS 14.
There are two primary business segments identified on the basis of the products developed and
sold: Information Displays and Industrial Applications. The column "Not allocated" includes
corporate income statement and balance sheet values and income statement and balance sheet
values relating to research and development projects undertaken to achieve diversification in the
area of advanced materials, as well as any other income statement and balance sheet values that
cannot be allocated to primary segments. The presentation shown reflects the Group's
organizational structure and the internal reporting structure.
The main income statement figures relating to the primary business segments identified are as
follows:
Total operating expenses (8,019) (7,115) (8,742) (10,825) (5,096) (3,228) (21,857) (21,168)
Other income (expenses), net 222 (362) (372) 774 (4) - (154) 412
Operating Income (Loss) 17,103 18,498 957 827 (5,392) (3,485) 12,668 15,840
% on net sales 43.1% 43.4% 3.6% 2.7% -1872.2% n.a. 19.1% 21.7%
Interest and other
financial income, net 621 456
Foreign exchange gains
(losses), net 846 68
The main balance sheet figures relating to the primary business segments are as follows:
Non current liabilities 5,232 5,147 4,825 4,111 7,431 7,235 17,488 16,493
Current liabilities 11,413 10,270 8,616 8,796 9,861 10,869 29,890 29,935
Total liabilities 16,645 15,417 13,441 12,907 17,292 18,104 47,378 46,428
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The following table shows an analysis of net sales by geographical location of customers:
This shows, in particular, a drop in net sales in Asian countries except for Japan which has had
4.3% growth on the same period last year. The downturn in sales on the Asian market is mainly
due to weaker demand for getters on the traditional cathode ray tubes market, only partially offset
by the growth of demand for mercury dispensers used in cold cathode lamps (Flat Panel Displays
Business Area). Sales were also down on the North American and European market, due, in part,
to lower sales of getters for cathode ray tubes and, in part, to the disposal, in the first half of 2004,
of the assets relating to gas impurity analyzers (previously Analytical Technologies Business Area)
and of the assets relating to quality assurance and quality control services for the semiconductor
market (previously Facilities Technologies Business Area).
Geographical Areas
Europe United Asia
Other EU States Consolidated
June 30, 2005 Italy and Europe of America Japan Rest of Asia Adjustments (6)
(6) Consolidato
Direct sales (1) 13,530 34 15,466 22,006 15,411 0 66,447
Inter-segment sales (2) 23,708 737 780 382 640 (26,247) 0
Total sales 37,238 771 16,246 22,388 16,051 (26,247) 66,447
Operating income (loss) (3) 3,707 (482) 1,566 2,343 5,317 217 12,668
Total assets (4) 178,115 16,046 20,685 15,878 43,144 (70,313) 203,555
Capital expenditure (5) 3,948 2 150 0 257 0 4,357
(1) Direct sales to unaffiliated customers comprise sales by Group companies from that geographical segment.
(2) Inter-segment sales include sales to Group companies located in other geographical areas. Inter-segment sales are generally priced at
cost plus an appropriate mark-up for profit.
(3) This refers to the operating income (loss) posted by Group companies belonging to the geographical area in question, net of
adjustments made for consolidation purposes in respect of transactions carried out between Group companies belonging to the same
geographical area.
(4) This refers to total assets as carried in the balance sheet of Group companies belonging to the geographical area in question, net of
adjustments made for consolidation purposes in respect of transactions carried out between Group companies belonging to the same
geographical area.
(5) This includes the total investments made by Group companies belonging to the segment, net of adjustments made for consolidation
purposes in respect of transactions carried out between Group companies belonging to the same geographical area.
(6) This refers to adjustments made for consolidation purposes in respect of transactions carried out between Group companies belonging
to different geographical areas.
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Non current assets
Total property, plant and equipment, less accumulated depreciation, was c60,726 thousand and
c59,769 thousand as at June 30, 2005 and December 31, 2004 respectively.
The changes are shown below:
The item Land and buildings and the item Plant and machinery include assets redeemed by the
Group's Italian companies at the end of finance leases with a net book value of c4,532 thousand
and c142 thousand respectively as at June 30, 2005 (compared with c4,626 thousand and c207
thousand respectively as at December 31, 2004). There are no finance leases currently in
progress.
The increases in the item Plant and machinery and in the item Assets under construction and
advances are mainly due to the investments made by the Group's Italian companies to purchase
special machinery and equipment for the building of new production lines and for improving and
developing those already existing.
With regard to the assets belonging to the Group's Italian companies previously affected by the
application of specific monetary revaluation laws, the Group decided to exercise the exemption
allowed under IFRS 1 First-time Adoption of International Financial Reporting Standards in relation
to the possibility of the selective adoption of fair value on the date of transition to IFRS. Therefore,
these assets are measured on the basis of the deemed cost, which is the restated amount at the
time of making these revaluations. The net carrying amount of the revaluations made, net of the
amortized portion, on the transition date was c137 thousand and c963 thousand for the assets in
the category of Land and buildings and in the category of Plant and machinery respectively.
42
13. Intangible assets, net
Total intangible assets, less amortization, was c3,151 thousand and c3,586 thousand as at June
30, 2005 and December 31, 2004 respectively.
The write-down included in the item Other intangible assets relates to the elimination of the
residual value of certain marketing rights by the subsidiary Saes Getters Japan Co. Ltd. as no
future economic benefits are expected to flow from their use.
The item Assets under construction and advances essentially includes capitalized costs relating
to the development and improvement of the Group's IT systems (rights, licenses, etc.) and the
purchase of new application software.
The development expenses that meet the criteria for mandatory capitalization amount to c23
thousand as at June 30, 2005.
This item posted a balance of c7,920 thousand as at June 30, 2005 compared with c8,959
thousand as at December 31, 2004 and reflects the net balance of deferred taxes for temporary
differences between the value ascribed to assets or liabilities according to statutory criteria and
43
the value ascribed for tax purposes, as well as the effect of tax losses that may be carried forward
and consolidation adjustments.
The item includes the deferred tax effect (positive effect of c185 thousand) associated with the
recognition of a special reserve (negative balance as at June 30, 2005) in the shareholders' equity
following the application of the cash flow hedge model to hedges against changes in cash flows
arising from highly probable future transactions.
Tax losses that may be used to reduce the future taxable income of the Group's companies that
generated them amounted to c48,927 thousand (of which c30,975 thousand can be carried
forward without time limit) as at June 30, 2005. The potential deferred tax assets (c13,827
thousand as at June 30, 2005) are not recognized in view of the uncertainties about their
recoverability.
The item Other mainly consists of investments made by the US subsidiaries in relation to the
agreements for supplementary pension allowances agreed locally with employees.
Current assets
16. Inventory
Inventory values are expressed net of the inventory allowance (c3,556 thousand as at June
30, 2005 compared with c3,790 thousand as at December 31, 2004) in order to bring these
into line with their estimated realizable value.
During the period, inventory write downs of c158 thousand were charged to the income
statement.
The overall increase in inventory compared with December 31, 2004 is essentially due to
contingent production plans and to the effect of translation gains resulting from the trend of
the euro against the major foreign currencies.
The item Work in progress and semi-finished goods includes the measurement according to
the percentage of completion method for construction contracts undertaken by the parent
44
company, whose accrued margin amounted to c10 thousand as at June 30, 2005 compared
with c252 thousand as at December 31, 2004.
Gross value Bad debt provision Net value Net value Difference
June 30, June 30, June 30, December 31,
2005 2005 2005 2004
Trade receivables 30,833 (714) 30,119 28,581 1,538
Trade receivables (all due within one year) relate to ordinary sales transactions.
The bad debt provision shown above reflects an adjustment made to bring the value of
receivables in line with their estimated realizable value.
The net increase in trade receivables since December 31, 2004 is primarily due to the positive
effect of the translation gains arising from the conversion of financial statements expressed in
a foreign currency resulting from the trend of the euro against the main currencies and to the
high level of net sales achieved in the month of June.
This item, which includes current non-trade receivables from third parties, along with
prepaid expenses and accrued income, showed a balance of c8,342 thousand as at June 30,
2005 compared with c7,926 thousand as at December 31, 2004.
45
The item Income taxes receivables as at December 31, 2004 related primarily to amounts
receivable for corporation tax (IRES) and amounts paid in advance, carried mainly in the
accounts of the parent company. The lower balance as at June 30, 2005 compared to
December 31, 2004 is due to the use of these receivables for the taxes owed (IRES) in
relation to the taxable income produced by the Italian companies in the first half of 2005.
The item Parent company receivables for consolidated taxation included the amount
receivable as a result of the Group's Italian companies subscribing to the national tax
consolidation with the parent company S.G.G. Holding S.p.A.
The item Other, which falls under the category of other receivables, included the amounts
receivable as public grants accrued as at June 30, 2005 by the parent company (c487
thousand compared with c1,138 thousand as at December 31, 2004) principally in terms of
grants for operating expenses for research projects in progress, and the residual receivables
claimed by the subsidiary Saes Advanced Technologies S.p.A. from the Ministry of Treasury,
Budget and Economic Planning (c276 thousand, unchanged since December 31, 2004) for
the incentives outlined in the "Territorial Agreement for the Marsica Area". The decrease since
December 31, 2004 is mainly due to the collection of part of these receivables in respect of
public grants by the parent company.
As at December 31, 2004, this item included the book value of treasury shares in the amount
of c2,505 thousand, reclassified as a negative amount in shareholders' equity by changing
the opening balances as a result of January 1, 2005 being defined as the transition date for
the application of IAS 32 (Financial instruments: Disclosure and presentation) and IAS 39
(Financial instruments: Recognition and measurement). The comparative figures relating to
last year do not therefore include the effect of the aforementioned standards. If IAS 32 and
IAS 39 had been applied for the period under comparison, the reclassification of the book
value of treasury shares as a negative amount in shareholders' equity would have been
based on the values existing as at December 31, 2004.
In accordance with the resolution adopted pursuant to Articles 2357 and 2357ter of the Civil
Code, during the year the parent company sold and bought treasury shares as shown in the
following table:
Book values
Ordinary shares Number of shares Unit values (euro) Total values (thousands of euro)
Balances at December 31, 2004 191,128 8.36 1,598
Additions
Disposals
Conversion 110,900 8.11 899
Balances at June 30, 2005 302,028 8.27 2,497
Book values
Savings shares Number of shares Unit values (euro) Total values (thousands of euro)
Balances at December 31, 2004 173,306 5.23 907
Additions 10,013 12.10 121
Disposals (1,411) 5.23 (8)
Conversion (171,895) 5.23 (899)
Balances at June 30, 2005 10,013 12.10 121
Total treasury shares 2,618
Balances at June 30, 2005 10,01otale azioni proprie
As a result of the voluntary conversion of savings shares into ordinary shares, which took
place in January 2005, the parent company submitted for conversion 171,895 savings
treasury shares remaining after the sale of 1,392 shares in order to allow shareholders to
hold entire multiples for conversion, and sold the remaining 19 shares on the market. The
46
conversion ratio was 20 ordinary shares for every 31 savings shares.
SAES Getters ordinary shares held in the company's portfolio as at June 30, 2005 had a par
book value of c162 thousand and represented 1.33% of the capital stock (1.98% of ordinary
shares).
SAES Getters savings shares held in the company's portfolio as at June 30, 2005 had a par
book value of c5 thousand and represented 0.04% of the capital stock (0.13% of savings
shares).
The decrease in the item Bank deposits since December 31, 2004 is mainly due to the
greater outlays for payment of dividends, partially offset by the cash generated by day-to-day
business.
The item Bank deposits mainly consists of short-term deposits held by the parent company
and by the subsidiary Saes Getters International Luxembourg S.A. at leading credit
institutions.
The item Bank deposits includes time deposits made by the parent company in the amount
of c58,000 thousand, all maturing within the first fifteen days of July 2005.
The cash and cash equivalents held by the Group as at June 30, 2005 were mainly
expressed in euro.
Shareholders equity
The consolidated financial statements include provisions for any taxes owed in the event of
the distribution of the profits accumulated in previous years by the subsidiaries, excluding
those associated with taxable temporary differences which are not expected to be settled
in the foreseeable future in the form of a dividend distribution.
47
Capital stock
As at June 30, 2005, the capital stock, fully subscribed and paid-up, amounted to c12,220
thousand and is made up of 15,271,350 ordinary shares and 7,460,619 savings shares,
making a total of 22,731,969 shares. As at December 31, 2004, the capital stock consisted
of 13,874,930 ordinary shares and 9,625,070 savings shares, making a total of 23,500,000
shares.
Between January 3 and January 14, 2005 inclusive, the optional conversion of savings
shares into ordinary shares took place at a ratio of 20 ordinary shares for every 31 savings
shares. This operation resulted in the conversion of 2,164,451 savings shares, corresponding
to 22.49% of the total number of savings shares currently in issue. As a result of this
operation, the par book value increased from c0.52 per share as at December 31, 2004 to
c0.537569 per share as at June 30, 2005.
The changes in the number of shares in issue during the first half of 2005 are shown below.
All shares of the parent company are listed on the Italian Electronic Stock Market ("Mercato
Telematico Azionario"). In 2001 the company was a founding member of the new segment
of the Mercato Telematico Azionario called STAR (Securities with High Requirements),
dedicated to small-caps and mid-caps that meet specific requirements with regard to
reporting transparency, liquidity and corporate governance.
This item includes amounts paid by shareholders over the par value of shares underwritten
by capital increases.
As at June 30, 2005, this amounted to c38,300 thousand compared to c38,292 thousand as
at December 31, 2004.
Treasury shares
These are reclassified to be deducted from equity as from January 1, 2005 in accordance
with IAS 32. Please refer to note no. 19.
Legal reserve
This item refers to the parent company's legal reserve of c2,444 thousand as at June 30,
2005 and is unchanged from December 31, 2004.
48
Sundry reserves, retained earnings and accumulated losses
The Group exercised the exemption allowed under IFRS 1 First-time Adoption of
International Financial Reporting Standards regarding the possibility of resetting to zero the
accumulated gains or losses generated by the consolidation of foreign subsidiaries as at
January 1, 2004 and therefore the translation reserve only includes the translation gains or
losses generated after the date of transition to IFRS.
The following table shows the income and expenses recognized directly in the shareholders'
equity in the first half of 2005:
The reconciliation between the net income and shareholders' equity of Saes Getters S.p.A.
and the consolidated net income and consolidated shareholders' equity as at June 30, 2005
49
and December 31, 2004 is set out below (amounts in thousands of euro):
In accordance with the new statutory rules governing financial statements, introduced as a result
of the reform of company law (Legislative Decree 6/2003), all tax adjustments previously
originated were eliminated in 2004 from the parent company's individual financial statements.
All subsidiaries are wholly owned, except for the jointly controlled company Nanjing Saes
Huadong Getters Co. Ltd., for which the proportional consolidation method applies.
The Group's 65% stake in the assets, liabilities, income and expenses of the jointly controlled
company Nanjing Saes Huadong Getters Co. Ltd., included in the consolidated financial
statements according to the proportionate consolidation method, is shown below:
50
June 30, 2005 June 30, 2004
Net sales 2,696 3,489
Cost of sales (1,598) (1,716)
Operating expenses (377) (376)
Other income (expenses), net 2 1
Non operating income (expenses) net 12 9
Income before taxes 735 1,407
Income taxes (96) (109)
Net income 639 1,298
This item consists of subsidized credits from the special applied research fund granted to the
parent company by the Ministry of Productive Activities through the bank SanPaolo IMI.
This item consists of the provision for deferred taxes owed in the event of the distribution of the
profits and reserves of the subsidiaries, excluding those relating to profits and reserves that are
not considered likely to be distributed in the foreseeable future.
The increase since December 31, 2004 was due to the higher profits accumulated by the
subsidiaries as a consequence of the results of the period, partially offset by their use in respect
of taxes and withholdings recorded upon receipt of the dividends collected during 2005 by the
parent company and by Saes Getters International Luxembourg S.A.
It should be noted that this item includes liabilities to employees under both defined
contribution and defined benefits plans existing in certain Group companies in accordance with
the contractual and legal obligations existing in Italy, Japan and Korea.
51
Changes occurred during the period were as follows:
The amounts recognized in the income statement are broken down as follows:
The obligations relating to defined benefit plans are measured annually by independent actuarial
consultants according to the Projected Unit Credit Method, separately applied to each plan.
The reconciliation as at December 31, 2004 is shown below:
The main assumptions used for the actuarial valuation as at December 31 2004 of the defined
benefits plans are given below:
The number of employees as at June 30, 2005 was 882 (of which 360 are employed outside
Italy). This reflects a decrease in headcount of 3 compared with December 31, 2004 and 56
compared with June 30, 2004.
June 30, December 31, Average six months Average six months
2005 2004 ended June 30, 2005 ended June 30, 2004
Managers 61 58 60 66
Employees and
middle management 416 414 416 477
Workers 405 413 411 437
Total 882 885 887 980
It should be noted that the headcount at the jointly controlled company Nanjing Saes Huadong
Getters Co. Ltd. amounted to 102 as at June 30, 2005 (of which 8 managers, 33 employees and
middle managers and 61 workers). This headcount is included in the consolidated financial
statements on the basis of percentage stake held by the Group (65%).
52
26. Provisions
The composition of these provisions and the related changes are set out below:
The decrease in the item Other provisions was mainly due to the use of the provision (totaling
c443 thousand as at December 31, 2004 and c21 thousand as at June 30, 2005 respectively)
set aside for the liabilities expected in the liquidation of the residual assets of the indirectly
controlled subsidiary New Trace Analytical, Inc. (formerly Molecular Analytics, Inc.).
The table below distinguishes between provisions included amongst current and non-current
liabilities:
Current liabilities
These amounted to c9,661 thousand for the period ended June 30, 2005, down by c242
thousand compared with December 31, 2004.
There are no trade payables represented by bills. All trade payables fall due within one year and
arise from commercial transactions.
The item Other payables included amounts that are not strictly of trade nature and amounted
to c10,063 as at June 30, 2005 compared with c10,428 thousand as at December 31, 2004.
53
The item Payables to employees includes accruals made during the year for holidays, extra
monthly wages and, for Italian companies, wages and salaries for the month of June.
The increase in the item Payables to employees as at June 30, 2005 compared with the end of
last year is mainly due to the recognition of the accrued quota of the extra monthly salaries by
the Group's Italian companies and to the higher amount of provisions for holidays, partially offset
by the settlement of the amounts payable in respect of staff leaving indemnity by the parent
company.
The item Social security payables mainly consists of amounts payable by the Group's Italian
companies to the INPS (Italian social security system) as employer's contributions.
The item Tax payables (excluding income taxes) as at December 31, 2004 included the
appropriation (of c745 thousand) for withholding taxes on the dividends distributed in December
2004 by the subsidiary Saes Getters Korea Corporation. These withholding taxes were paid
during the first half of 2005.
As at June 30, 2005, this item amounted to c4,239 thousand, down by c1,328 thousand on the
figure for the end of last year.
The balance is expressed net of income tax advances of c1,628 thousand, paid by the subsidiary
Saes Advanced Technologies S.p.A. to the parent company S.G.G. Holding S.p.A. as part of the
subscription to the national tax consolidation system.
30. Derivative financial instruments evaluated at fair value (cash flow hedge)
This item includes the liabilities arising from the fair value measurement of hedges against
changes in cash flows originated by future foreign exchange sale transactions, which are mainly
inter-company in nature, expected during the current and following year. These hedges are
recognized according to the cash flow hedge model.
The comparative figures relating to last year do not include the effect of IAS 32 Financial
instruments: Disclosure and presentation and IAS 39 Financial instruments: Recognition and
measurement, after defining January 1, 2005 as being the transition date for their application. If
IAS 32 and IAS 39 had been applied for the period under comparison, the value of the
receivables or payables as at December 31, 2004 arising from the fair value measurement of
hedges to protect from changes in cash flows originated by future foreign exchange sale
transactions existing at the end of last year would have been determined. .
This item consists of liabilities arising from overdrafts on transfer accounts held with banks.
The lower amount compared with December 31, 2004 is mainly due to the repayment of
financial payables by the US subsidiaries FST Consulting International, Inc. and Saes Pure Gas,
54
Inc., partially offset by the greater level of bank borrowing by the Japanese subsidiary and by
the depreciation of the euro against the major foreign currencies.
The item Deferred income included the part relating to future years (c1,322 thousand) of the
capital grant allowed by the Ministry of the Treasury, Budget and Economic Planning to Saes
Advanced Technologies S.p.A. in relation to investments made in previous years.
The decrease in this item since December 31, 2004 was due to the reduction in the above
deferred income on grants in relation to the amount pertaining to the first half of 2005.
As prescribed in IAS 32, a comparison is given between the value entered in the balance sheet
as at June 30, 2005 and the fair value of financial assets and liabilities, as follows:
Book Fair
Value Value
Financial assets
Other long term assets 1,155 1,155
Trade receivables 30,119 30,119
Financial receivables 39 39
Prepaid expenses, accrued income and other 8,342 8,342
Cash and cash equivalents 75,595 75,595
Financial liabilities
Non current financial liabilities 3,564 3,564
Other payables (non current and current) 10,185 10,185
Trade payables 9,661 9,661
Derivative financial instruments evaluated at fair value (cash flow hedge) 602 602
Bank overdraft 2,514 2,514
Current portion of long term debt 254 254
55
34. Statement of cash flow
The funds generated by operating activities were c13,096 thousand compared with c14,683
thousand in the same period last year. The decrease is mainly due to lower income in the period
and to the increase in taxes paid, partially offset by the change in the net working capital.
The funds used in investing activities totaled c4,340 thousand, an increase on the figure of c582
thousand in the same period last year. This growth is mainly due to larger investments in
property, plant and equipment.
The funds used in financing activities increased from c3,642 thousand in the first half of 2004
to c22,797 thousand in the first half of 2005. This change is mainly attributable to the payment
of higher dividends compared with the same period last year.
Net cash and cash equivalents are stated net of Bank overdraft, insofar as the latter falls under
the category of liabilities to be repaid on request by the bank. A reconciliation is given below
between the cash and cash equivalents indicated in the balance sheet and what is shown in the
cash flow statement.
The comparative figures relating to last year do not include the effect of IAS 32 Financial
instruments: Disclosure and presentation and IAS 39 Financial instruments: Recognition and
measurement, after defining January 1, 2005 as being the transition date for their application.
If IAS 32 and IAS 39 had been applied for the period under comparison, the net cash and cash
equivalents would have been stated net of treasury shares, i.e. c70,216 thousand as at June 30,
2004 and c84,400 thousand as at December 31, 2004.
The following table shows the guarantees provided by the Group to third parties and other off
balance-sheet items:
The item Guarantees in favour of third parties was mainly made up of guarantees given to the
VAT Office (c12,971 thousand, compared with c14,123 thousand as at December 31, 2004) to
guarantee refunds applied for.
The maturities for operating lease payments in force as at June 30, 2005 are shown below:
The guarantees provided by the Group in respect of credit facilities, in the interest of
subsidiaries, which were not utilized on the reporting date, were c23,035 thousand as at June
30, 2005 (compared with c24,616 thousand as at December 31, 2004).
56
The item Forward exchange contracts included the counter-value of transactions performed to
hedge against the risks of fluctuation in the exchange rates in effect on the balance-sheet date.
These transactions, implemented by the parent company and by the subsidiary Saes Advanced
Technologies S.p.A., consist of forward contracts on the US dollar and on the Japanese yen,
associated with credits outstanding on the reporting date and with future credits, relating to
sales in US dollars and Japanese yen. These contracts will extend to the 2005 and 2006 financial
year. As regards contracts on the US dollar, the spot exchange rate fixed with credit institutions
is 1.2329 to the euro and 1.2565 to the euro for transactions respectively implemented in the
periods 2005 and 2006. As regards contracts on the Japanese yen, the spot exchange rate fixed
is 135.47 to the euro.
As regards transactions with Related Parties, consultancy services were provided in fiscal, legal
and corporate matters by K Studio Associato for a total cost of c84 thousand in the first half of
2005. The above relationship was entered into under economic and financial conditions in line
with market conditions.
Following the subscription to the national tax consolidation system by the Group's Italian
companies with the parent company S.G.G. Holding S.p.A., Saes Getters S.p.A. and its
subsidiary Saes Advanced Technologies S.p.A. as at June 30, 2005 have receivables from S.G.G.
Holding S.p.A. of c3,238 thousand and c1,628 thousand respectively.
The above reveals that the directors have complied with the requirements laid down by Consob
in its Communications of February 20, 1997, February 27, 1998, March 2, 1998 and September
30, 2002.
37. Events after the balance sheet date and business performance outlook
On July 18, 2005, a preliminary contract was signed to acquire a 30% investment in the
company Scientific Materials Europe S.r.l., based in Tortolì, Nuoro, Italy. This company is engaged
in the production, manufacturing and marketing of synthetic crystals for industrial and research
laser applications. The purchase price is approximately c0.5 million and will be paid in cash. The
company posted net sales of c0.6 million in 2004.
As part of the strategy of ditching non-synergic businesses and focusing on profitable activities,
the Group sold the subsidiary FST Consulting International, Inc. (hereinafter FST) based in San
Luis Obispo, California (USA) to Mr. David Ladd with effect from July 29, 2005. The company is
engaged in the installation of towers for the telecommunications sector. It should be recalled
that FST was also engaged in providing quality control and certification services for the
semiconductor market, and the respective assets were sold on April 1, 2004. The selling price,
after a partial reduction and distribution of capital stock to the parent company Saes Getters
International Luxembourg S.A. in the amount of $2.1 million, was $0.3 million in cash. The capital
loss arising from the sale was c328 thousand. In 2004, FST posted gross sales of $10,867
thousand (c8,743 thousand) and a net loss of $667 thousand (c537 thousand). In 2005, until the
transfer date, the company posted gross sales of $4,819 thousand (c3,786 thousand at the
average progressive exchange rate on the transfer date) whereas the net loss on the transfer
date was $313 thousand (c245 thousand).
The Group's economic result will continue to be influenced by exchange rates of the Euro
against the major currencies. Transactions were also concluded to hedge against the exchange
57
rate risk vis-à-vis the US dollar and the Japanese yen, with a view to protecting the Group's
margins against fluctuations in exchange rates.
The company is confident about the prospects for the second half of 2005. In particular,
compared with the second half of 2004, the forecast is for growth in sales of products for liquid
crystal displays but a drop in sales of getters for cathode ray tubes owing to the maturity of the
market. Other relevant industrial markets in which the Group operates should confirm overall
stability or growth. Activities will also continue to develop new products in the area of advanced
materials, some of which are already being launched onto the market.
The reconciliations are given below for the balance sheet and income statement as required by
IFRS 1 First-time Adoption of International Financial Reporting Standards, accompanied by
explanatory notes on the principles adopted and the items that appear in the reconciliations.
The balance sheet and income statement prepared according to the layouts required by the
Legislative Decree No. 127/1991 have been restated in short form to comply with the
presentation criteria which will be adopted to prepare IFRS financial statements.
The standards adopted in the reconciliations presented may be different from the IFRS
standards effective as at December 31, 2005, as a result of the European Commission's future
guidance on the approval of the standards or the subsequent issue of new accounting
standards, interpretations or implementation guidelines issued by the International Accounting
Standards Board (IASB) or the International Financial Reporting Interpretation Committee
(IFRIC).
The auditing firm Reconta Ernst & Young S.p.A. completed the audits on the above
reconciliations as of the transition date and as of December 31, 2004 and issued a report, on
July 27, 2005, certifying the conformity of the IFRS reconciliation statements with the criteria
and principles defined in Article 82-bis of the Regulations for Issuers.
58
Consolidated balance sheet reconciliation table as of the date of transition to IFRS (January 1, 2004)
ASSETS
Current assets
Inventory 4 18,518 (3) 18,515
Trade receivables 26,744 26,744
Financial receivables 0 0
Prepaid expenses, accrued income and other 14,128 14,128
Investments in share capital
and other financial assets 5,192 5,192
Cash and cash equivalents 70,404 70,404
Total current assets 134,986 0 (3) 134,983
Total assets 211,532 0 3,193 214,725
59
Consolidated balance sheet reconciliation table as of December 31, 2004
ASSETS
Current assets
Inventory 4 15,492 244 15,736
Trade receivables 28,581 28,581
Financial receivables 1 1
Prepaid expenses, accrued income and other 7,926 7,926
Investments in share capital
and other financial assets 2,505 2,505
Cash and cash equivalents 87,511 87,511
Total current assets 142,016 0 244 142,260
Total assets 212,486 0 3,192 215,678
Current liabilities
Trade payables 9,903 9,903
Other payables 10,428 10,428
Accrued income taxes 2,911 2,911
Current provisions 867 867
Derivative financial instruments evaluated
at fair value (cash flow hedge) 0 0
Bank overdraft 3,111 3,111
Current portion of long term debt 255 255
Accrued liabilities 2,460 2,460
Total current liabilities 29,935 0 0 29,935
Total liabilities and shareholders' equity 212,486 0 3,192 215,678
60
Consolidated balance sheet reconciliation table as of June 30, 2004
ASSETS
Current assets
Inventory 4 17,240 139 17,379
Trade receivables 31,848 31,848
Financial receivables 37 37
Prepaid expenses, accrued income and other 8,845 8,845
Investments in share capital
and other financial assets 5,201 5,201
Cash and cash equivalents 79,527 79,527
Total current assets 142,698 0 139 142,837
Total assets 215,753 0 3,220 218,973
Current liabilities
Trade payables 8,579 8,579
Other payables 10,045 10,045
Accrued income taxes 4,248 4,248
Current provisions 963 963
Derivative financial instruments evaluated
at fair value (cash flow hedge) 0 0
Bank overdraft 12,007 12,007
Current portion of long term debt 244 244
Accrued liabilities 3,418 3,418
Total current liabilities 39,504 0 0 39,504
Total liabilities and shareholders' equity 215,753 0 3,220 218,973
61
Notes to the balance sheet reconciliations
1. Property, plant and equipment: by applying the finance method to leasing transactions, as
prescribed by IAS 17, the net book value of property, plant and equipment acquired under
leases by the Group's Italian companies was recognized in opening equity according to
IFRS.
As at December 31, 2003, all leases were terminated, financial liabilities were settled and
assets redeemed.
The difference between the values of property, plant and equipment recognized according
to Italian accounting principles and those determined according to international
accounting standards on the dates of December 31, 2004 and June 30, 2004 consists of
the net book value of the assets recognized on the date of transition to IFRS, less
depreciation for the year 2004 and for the first half of 2004 respectively.
Under Italian accounting principles, no asset was recognized until the moment of
redemption in respect of finance leases, while disclosure on the effects of the finance
method was given in the accompanying notes.
2. Intangible assets: in accordance with IAS 38, some categories of costs such as start-up
and expansion did not meet the conditions to be recognized as an intangible asset. The
residual values on the date of transition to IFRS were therefore eliminated. The difference
between the values of intangible assets on the dates of December 31, 2004 and June 30,
2004 respectively also reflected depreciation for the year 2004 and for the first half of
2004 respectively according to Italian accounting principles
3. Deferred tax assets: the difference on the dates of January 1, 2004, December 31, 2004
and June 30, 2004 included the tax effect generated by restatements for the application
of IFRS on the respective dates
4. Inventory: the difference in relation to Italian accounting principles included the effect of
the measurement based on the percentage of completion method for construction
contracts in force at the parent company, in accordance with IAS 11, totaling c1 thousand
on the date of transition to IFRS, compared with c252 thousand as at December 31, 2004
and c151 thousand as at June 30, 2004. This positive effect was partially offset by the
write down of the value of spare parts entered as stock and not capitalizable in
accordance with IAS 2
It should be noted that there was a reclassification from the translation reserve to other
reserves in the negative amount of c2,003 thousand, as a result of the Group's decision
to elect the optional exemption contained in IFRS 1, which allows the possibility of
resetting to zero the accumulated gains or losses generated by the consolidation of
foreign subsidiaries on the date of transition to IFRS. Gains or losses relating to possible
disposals of foreign subsidiaries after January 1, 2004 will only include the translation
differences generated after the date of transition to IFRS.
6. Deferred tax liabilities: the restatement was due to the tax effect generated by the
application of IAS 17 by one of the Group's Italian companies.
7. Staff leaving indemnity and other employee benefits: in accordance with IAS 19, the
benefits for employees in the category of defined benefit plans were treated according to
the actuarial methodology. Such measurement reduced the opening liability by c162
thousand at Group level, whereas the impact on the income for 2004 was not significant.
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Consolidated income statement reconciliation table as of December 31, 2004
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Notes to the income statement reconciliations
A summary is given below of the accounting differences applicable to the income statement in
relation to the year 2004 and to the first half of 2004 respectively.
2004 1 2 3 4 5 6 2004
Italian Financial Constuction Employee Intangible Spare Tax eff. Total IFRS
Gaap lease contracts benefits assets parts consolid. diff.
(IAS 17) (IAS 11) (IAS 19) writedown writedown adj
(IAS 38) (IAS 2) (IAS 12)
2004 1 2 3 4 5 6 2004
1st Half Financial Constuction Employee Intangible Spare Tax eff. Total 1st Half
Italian Gaap lease contracts benefits assets parts consolid. diff. IFRS
(IAS 17) (IAS 11) (IAS 19) writedown writedown adj
(IAS 38) (IAS 2) (IAS 12)
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1. By applying the finance method to leasing transactions, as prescribed by IAS 17, the
depreciation of property, plant and equipment was recognized according to the respective
depreciation schedules. According to Italian accounting principles, the lease payment was
booked for the quota attributable to the period.
On the date of transition to IFRS (December 31, 2003), all lease contracts were terminated.
Consequently, no other economic impacts arising from the transition to IFRS were recorded.
2. In accordance with IAS 11, construction contracts specifically for the production of tangible
assets for certain customers are measured according to the percentage of completion
method. The respective margin was therefore recognized.
3. In accordance with IAS 19, the benefits for employees in the category of defined benefit
plans were treated according to the actuarial methodology. The effects on the income
statement of the various Group companies affected are not significant.
5. Spare parts entered as stock and not capitalizable according to IAS 2 were written down.
6. In accordance with IAS 12, the rate applied in the calculation of deferred tax assets
associated with consolidation adjustments for the elimination of the unrealized margin in the
inventories acquired by Group companies, is that of the purchasing company, whereas under
Italian accounting principles, the rate in force in the seller's country was applied.
The reconciliation between net income according to Italian accounting principles and net
income according to IFRS is shown in the following table:
There is no significant impact on the cash flow statement for the year 2004 owing to IFRS
transition.
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39. Scope of consolidation
The following table shows the companies included in the scope of consolidation according to
the full consolidation method:
Directly-Controlled subsidiaries:
Saes Advanced Technologies S.p.A.
Avezzano, L’Aquila (Italy) Euro 2,600,000 100,00 -
Saes Getters Usa, Inc.
Colorado Springs (Colorado - USA) $ USA 9,250,000 100.00 -
Saes Getters Japan Co. Ltd.
Shinagawa - Tokyo (Japan) Yen 20,000,000 100.00 -
Saes Getters (GB) Ltd.
Daventry (UK) GBP 20,000 100.00 -
Saes Getters (Deutschland) GmbH
Cologne (Germany) Euro 52,000 100.00 -
Saes Getters Singapore Pte Ltd.
Singapore $Sing. 300,000 100.00 -
Saes Getters International Luxembourg S.A.
Luxembourg Euro 11,312,777 99.92 0.08*
Indirectly-controlled subsidiaries:
Through Saes Getters Usa, Inc.:
Saes Pure Gas, Inc.
San Luis Obispo (California - USA) $ USA 7,612,661 - 100.00
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The following table shows the company included in the scope of consolidation according to the
proportionate consolidation method:
The following table shows the exchange rates applied in converting foreign financial statements:
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