Accounting principles and notes
25
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.
2. Summary of main accounting principles
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
26
draw up the individual financial statements for the year ended December 31, 2005 according to
international accounting standards.
The main accounting standards applied are described below.
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.
Property, plant and equipment
These are stated at cost or deemed cost, less accumulated depreciation and impairment losses.
27
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
Machinery and equipment
Industrial and commercial equipment
Other assets
2.5%-3%
10%-25%
20%-25%
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.
Research and development expenses
The expenses incurred in research activities undertaken to acquire new scientific or technical
knowledge or to broaden existing knowledge are charged to the income statement.
The expenses incurred in development activities where research findings are applied to new or
substantially improved products and processes are capitalized if all of the following conditions are
met:
„ technical feasibility, intention to complete the asset for use or sale, ability to use or sell the
asset;
„ likely to generate future economic benefits from the expenditure incurred (in particular by
demonstrating the existence of a market for the asset being developed);
„ availability of technical and financial resources to complete the development of the asset;
„ expenditure measured reliably.
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
Investments in share capital and other financial assets
These belong to the categories "available-for-sale financial assets" or "held-to-maturity investments"
defined by IAS 39. Assets in the first category are measured at fair value if a market price is
available or at cost if it is not possible to determine the fair value. Assets in the second category
are valued at amortized cost.
Inventory and construction contracts
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.
Assets and liabilities held for sale
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.
Derivative financial instruments
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.
Accrued income/liabilities, prepaid expenses and deferred income
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.
Staff leaving indemnity and other employee benefits
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
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.
Trade and other payables
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).
Research and development expenses
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.
General and administrative expenses
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
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
A business segment is a separately identifiable business component whose function is to provide
an individual product or service or series of products and services and which is subject to different
risks and returns from those of other business segments.
33
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
Cathode Ray Tubes
Flat Panel Displays
Subtotal Information Displays
Lamps
Electronic Devices
Vacuum Systems and Thermal Insulation
Semiconductors
Subtotal Industrial Applications
Subtotal Advanced Materials
Total Net Sales
Legenda:
Information Displays Business Unit
Cathode Ray Tubes
Flat Panel Displays
Industrial Applications Business Unit
Lamps
Electronic Devices
Vacuum Systems and Thermal Insulation
Semiconductors
1st Half
2005
16,176
23,490
39,666
5,661
6,240
3,222
11,370
26,493
288
66,447
1st Half
2004
22,715
19,948
42,663
5,721
5,869
3,045
15,549
30,184
0
72,847
Difference
(6,539)
3,542
(2,997)
(60)
371
177
(4,179)
(3,691)
288
(6,400)
-28.8%
17.8%
-7.0%
-1.0%
6.3%
5.8%
-26.9%
-12.2%
n.a.
-8.8%
Barium getters for cathode ray tubes
Getters and metal dispensers for flat panel displays
Getters and metal dispensers used in discharge
lamps and fluorescent lamps
Getters and metal dispensers for electron vacuum
devices
Pumps for vacuum systems and products for
thermal insulation
Gas purifier systems for semiconductor industry
and other industries and installations for the
telecommunications industry
Advanced Materials Business Development Unit
Advanced Materials
Getters for microelectronic and micromechanical
systems, optical crystals, shape memory alloys
and metalorganic precursors
34
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.
A breakdown of the cost of sales according to Business Unit is given below:
Information Displays
Industrial Applications
Advanced Materials & Corporate Costs
Cost of sales
1st Half
2005
14,766
16,422
580
31,768
1st Half
2004
16,688
19,306
257
36,251
Difference
(1,922)
(2,884)
323
(4,483)
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.
A breakdown of the cost of sales according to category is given below:
Raw Materials
Direct labor
Manufacturing overhead
(Increase) decrease in inventory
Cost of sales
1st Half
2005
9,291
5,965
16,923
(411)
31,768
1st Half
2004
9,784
7,212
18,596
659
36,251
Difference
(493)
(1,247)
(1,673)
(1,070)
(4,483)
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:
Research and development expenses
Selling expenses
General and administrative expenses
Totale operating expenses
1st Half
2005
7,188
7,770
6,899
21,857
1st Half
2004
6,525
8,063
6,580
21,168
Difference
663
(293)
319
689
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 nonrecurring consultancy expenses in relation to the voluntary conversion of savings shares into
ordinary shares which took place in January 2005.
35
A breakdown of total expenses by nature included in the cost of sales and in operating expenses
is given below:
Total costs by nature
Personnel cost
Travel expenses
Maintenance and repairs
Depreciation
Amortization
Material and office material
Insurance services
Promotion and advertising
Provision for bad debts
Consultant fees
Rent office
Licenses and patents
Post, telephone, telex, fax
Transport, insurance, freight
Recovery of insurance, transport, freight
Other recovery
Other expenses
Total
1st Half
2005
21,309
1,151
2,247
5,217
520
2,448
502
182
107
2,725
288
597
394
630
(200)
(414)
7,042
44,745
1st Half
2004
23,503
1,145
2,203
5,411
575
2,590
558
230
61
2,653
507
772
492
615
(44)
(979)
6,684
46,976
Difference
(2,194)
6
44
(194)
(55)
(142)
(56)
(48)
46
72
(219)
(175)
(98)
15
(156)
565
358
(2,231)
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).
6. Other income (expenses) net
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.).
The item is broken down as follows.
36
1st Half
2005
113
1st Half
2004
838
Difference
356
375
844
0
502
1,340
356
(127)
(496)
Losses on disposal of assets
Writedowns of intangible fixed assets
Other expenses
Total Other Expenses
(5)
(103)
(890)
(998)
(43)
0
(885)
(928)
38
(103)
(5)
(70)
Other income (expenses), net
(154)
412
(566)
Capital gains on disposal of assets
Gains from financial instruments
evaluated at fair value
Other income
Total Other Income
(725)
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.
7. Interest and other financial income, net
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.
Bank interest, net
Other financial income (expenses)
Interest and other financial income, net
1st Half
2005
739
(118)
621
1st Half
2004
531
(75)
456
Difference
208
(43)
165
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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:
Foreign exchange gains
Foreign exchange losses
Total
1st Half
2005
1,543
(697)
846
1st Half
2004
1,170
(1,102)
68
Difference
373
405
778
The change reflects the trend of exchange rates during 2005 compared with the corresponding
period in 2004.
9. Income taxes
This item shows a total year-on-year decrease of c159 thousand.
Current income taxes
Deferred taxes
Total
1st Half
2005
3,974
2,153
6,127
1st Half
2004
4,915
1,371
6,286
Difference
(941)
782
(159)
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
38
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.
10. Earnings per share
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.
Earnings per share
Number of ordinary shares :
Number of savings shares :
Total number of shares :
Average number of ordinary treasury shares :
Average number of savings treasury shares :
Average number of treasury shares :
Average number of outstanding ordinary shares :
Average number of outstanding savings shares :
Average number of outstanding shares :
Earnings attributable to ordinary shares :
Earnings attributable to savings shares :
Earnings attributable to shareholders (s/000) :
Earnings per share (s) :
- ordinary shares
- savings shares
1st Half 2005
1st Half 2004
15,271,350
7,460,619
22,731,969
13,874,930
9,625,070
23,500,000
302,028
3,757
305,785
191,128
173,306
364,434
14,969,322
7,456,862
22,426,184
13,683,802
9,451,764
23,135,566
5,265
2,743
8,008
5,961
4,117
10,078
0.3517
0.3678
0.4356
0.4356
39
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:
Information Displays
Industrial Applications
Not allocated
Total
1st Half
2005
1st Half
2004
1st Half
2005
1st Half
2004
1st Half
2005
1st Half
2004
1st Half
2005
1st Half
2004
Total Net Sales
Gross Profit (Loss)
39,666
24,900
42,663
25,975
26,493
10,071
30,184
10,878
288
(292)
(257)
66,447
34,679
72,847
36,596
% on net sales
62.8%
60.9%
38.0%
36.0%
-101.4%
n.a.
52.2%
50.2%
(8,019)
(7,115)
(8,742)
(10,825)
(5,096)
(3,228)
(21,857)
(21,168)
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
Interest and other
financial income, net
43.1%
43.4%
3.6%
2.7%
-1872.2%
n.a.
19.1%
21.7%
621
456
846
68
Income before taxes
14,135
16,364
Income taxes
(6,127)
(6,286)
Net Income
8,008
10,078
Total operating expenses
Other income (expenses), net
Foreign exchange gains
(losses), net
The main balance sheet figures relating to the primary business segments are as follows:
Information Displays
June 30, December 31,
2005
2004
Non current assets
32,810
32,525
Industrial Applications
June 30,
2005
December 31,
2004
22,175
22,080
Not allocated
Total
June 30, December 31,
2005
2004
17,967
18,813
June 30, December 31,
2005
2004
72,952
73,418
Current assets
26,810
24,928
21,764
22,429
82,029
94,903
130,603
142,260
Total assets
59,620
57,453
43,939
44,509
99,996
113,716
203,555
215,678
5,232
5,147
4,825
4,111
7,431
7,235
17,488
16,493
Non current liabilities
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
2,375
3,885
1,136
2,331
846
2,419
4,357
8,635
2,762
5,598
1,957
4,920
1,018
1,594
5,737
12,112
510
1,559
777
2,522
86
197
1,373
4,278
Other segment information
Capital expenditure
Depreciation and
Amortization
Non-cash expenses other
than Depreciation and
Amortization
40
The following table shows an analysis of net sales by geographical location of customers:
Revenues by geographical
location of customers
1st Half
2005
1st Half
2004
Difference
Italy
Other EU and Europe
North America
Japan
Asia (excl. Japan)
Other
Total Net Sales
371
10,163
11,551
17,839
25,231
1,292
66,447
696
11,291
12,789
17,098
29,563
1,410
72,847
(325)
(1,128)
(1,238)
741
(4,332)
(118)
(6,400)
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
States
of America
June 30, 2005
(6)
Consolidato
Direct sales (1)
13,530
34
Inter-segment sales (2)
23,708
737
780
Total sales
37,238
771
16,246
Operating income (loss) (3)
Total assets (4)
Capital expenditure (5)
Italy
Other EU
and Europe
15,466
Asia
Consolidated
Japan
22,006
Rest of Asia
Adjustments (6)
15,411
0
66,447
382
640
(26,247)
0
22,388
16,051
(26,247)
66,447
3,707
(482)
1,566
2,343
5,317
217
12,668
178,115
16,046
20,685
15,878
43,144
(70,313)
203,555
3,948
2
150
0
257
0
4,357
June 30, 2004
Direct sales (1)
15,296
0
16,618
23,398
17,535
0
72,847
Inter-segment sales (2)
25,378
1,071
4,274
255
1,345
(32,324)
0
Total sales
40,674
1,071
20,892
23,653
18,880
(32,324)
72,847
6,454
20
2,011
2,767
4,769
(181)
15,840
176,197
39,156
26,399
15,097
45,669
(84,542)
217,976
1,958
10
57
0
44
1
2,070
Operating income (loss) (3)
Total assets (4)
Capital expenditure (5)
(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.
41
Non current assets
12. Property, plant and equipment, net
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:
Land
and buildings
Plant and
machinery
Assets under
construction
and advances
Total
Net book value
Balance at December 31, 2004
Additions
Disposals
Reclassifications
Depreciation
Writedowns
Conversion differences
Balance at June 30, 2005
39
(597)
29,507
2,294
(14)
858
(4,620)
1,024
27,961
907
28,932
2,922 59,769
1,785
4,234
(14)
(897)
0
(5,217)
0
23
1,954
3,833 60,726
Balance at December 31, 2004
Historical cost
Accumulated depreciation
Net book value
38,055
(10,715)
27,340
98,450
(68,943)
29,507
2,922 139,427
0 (79,658)
2,922 59,769
Balance at June 30, 2005
Historical cost
Accumulated depreciation
Net book value
39,967
(12,006)
27,961
103,142
(74,210)
28,932
3,833 146,942
0 (86,216)
3,833 60,726
27,340
155
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 changes are shown below:
Net book value
Balance at December 31, 2004
Additions
Disposals
Reclassifications
Amortization
Writedowns
Conversion differences
Balance at June 30, 2005
Balance at December 31, 2004
Historical cost
Accumulated amortization
Net book value
Balance at June 30, 2005
Historical cost
Accumulated amortization
Net book value
Development
costs
Industrial and
other patent
rights
Concessions,
Other
licences, intangible
trademarks and
assets
similar rights
Assets under
development
and advance
Total
0
23
681
54
1,695
21
379
3
831
22
782
3,586
123
0
0
(520)
(103)
65
3,151
71
(149)
(246)
23
15
672
29
1,499
(125)
(103)
21
175
0
0
0
1,483
(802)
681
4,288
(2,593)
1,695
4,695
(4,316)
379
831
0
831
11,297
(7,711)
3,586
23
0
23
1,660
(988)
672
4,558
(3,059)
1,499
4,526
(4,351)
175
782
0
782
11,549
(8,398)
3,151
(71)
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.
All intangible assets have a defined useful life.
The development expenses that meet the criteria for mandatory capitalization amount to c23
thousand as at June 30, 2005.
14. Deferred tax assets
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.
15. Other long term assets
These are broken down as follows:
Guarantee deposits
Other
Total
June 30, 2005
559
596
1,155
December 31, 2004
531
573
1,104
Difference
28
23
51
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
The item in question is broken down as follows:
Raw materials, auxiliary
materials and spare parts
Work in progress and
semi-finished goods
Finished products and goods
Total
June 30, 2005 December 31, 2004
Difference
4,186
4,313
(127)
3,687
8,635
16,508
3,330
8,093
15,736
357
542
772
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.
17. Trade receivables
As at June 30, 2005, the item in question is broken down as follows:
Gross value
June 30,
2005
Trade receivables
30,833
Bad debt provision
June 30,
2005
(714)
Net value
Net value Difference
June 30, December 31,
2005
2004
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.
18. Prepaid expenses, accrued income and other
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.
The balances are broken down as follows:
Income taxes receivable
VAT receivables
Other tax receivables
Social security receivables
Personnel
Short-term guarantee deposits
Parent company receivables
for consolidated taxation
Other
Total other receivables
Interest receivable
Other accrued income
Total accrued income
Rents payable
Insurance premiums
Other
Total prepaid expenses
Total prepaid expenses,
accrued income and other
June 30, 2005
60
2,946
71
104
219
9
December 31, 2004
734
4,203
53
93
170
80
Difference
(674)
(1,257)
18
11
49
(71)
3,238
989
7,636
0
1,681
7,014
3,238
(692)
622
0
43
43
10
137
147
(10)
(94)
(104)
15
77
571
663
18
296
451
765
(3)
(219)
120
(102)
8,342
7,926
416
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.
19. Investments in share capital and other financial assets
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:
Ordinary shares
Number of shares
Balances at December 31, 2004
191,128
Additions
Disposals
Conversion
110,900
Balances at June 30, 2005
302,028
Savings shares
Number of shares
Balances at December 31, 2004
173,306
Additions
10,013
Disposals
(1,411)
Conversion
(171,895)
Balances at June 30, 2005
10,013
Book values
Unit values (euro) Total values (thousands of euro)
8.36
1,598
8.11
8.27
899
2,497
Book values
Unit values (euro) Total values (thousands of euro)
5.23
907
12.10
121
5.23
(8)
5.23
(899)
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).
20. Cash and cash equivalents
The balances are broken down as follows:
Bank deposits
Cash on hand
Total
June 30, 2005
75,563
32
75,595
December 31, 2004
87,480
31
87,511
Difference
(11,917)
1
(11,916)
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
21. Shareholders’ equity
As at June 30, 2005, shareholders' equity amounted to c156,177 thousand, down by
c13,073 thousand on December 31, 2004. The changes that occurred during the period are
described in the statement of changes in 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.
- Ordinary shares
- Savings shares
Outstanding shares
- Ordinary shares
- Savings shares
Treasury shares
- Ordinary shares
- Savings shares
Total number of shares
No of shares at
Dec. 31, 2004
13,683,802
9,451,764
23,135,566
191,128
173,306
364,434
13,874,930
9,625,070
23,500,000
Increase
Decrease
1,285,520
(10,013)
1,275,507
110,900
10,013
120,913
1,396,420
1,396,420
(1,991,145)
(1,991,145)
(173,306)
(173,306)
(2,164,451)
(2,164,451)
No of shares at
June 30, 2005
14,969,322
7,450,606
22,419,928
302,028
10,013
312,041
15,271,350
7,460,619
22,731,969
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.
Share issue premium
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
This item includes:
- the reserve for treasury shares, which showed a balance of c2,618 thousand as at June 30,
2005, equal to the book value of Saes Getters ordinary and savings shares at the end of the
period;
- the cash flow hedge reserve (which has a negative balance of c414 thousand as at June
30, 2005), generated by the fair value measurement of hedges taken out by the Group's
Italian companies to protect against changes in cash flows expected from foreign currency
sale transactions (US dollars and Japanese yen), which are mainly inter-company in nature.
Following the definition of January 1, 2005 as being the transition date for the application
of IAS 32 and IAS 39 both relating to financial instruments, this reserve was set up in 2005
by restating the opening balances for the year, according to the treatment prescribed by IAS
8 in the case of a change in accounting policies. 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 this reserve as at December 31, 2004
would have been determined by reference to the effect of the hedges existing at the end
of the previous year;
- the reserves (totaling c3,026 thousand) formed from the credit balances of monetary
revaluation resulting from the application of Law 72 of March 19, 1983 (c574 thousand), Law
413 of December 30, 1991 (c762 thousand) and Law 342 of November 21, 2000 (c1,690
thousand) by the Group's Italian Companies. The revaluation reserves, pursuant to Law
413/1991 and Law 342/2000, are shown net of substitute tax amounting to c166 thousand
and c397 thousand respectively. Please refer to note no. 12 for further details;
- the reserve for purchase of treasury shares that has been decided but not yet utilized,
totaling c10,379 thousand as at June 30, 2005, compared with c10,500 thousand as at
December 31, 2004;
- the other reserves of subsidiaries, retained earnings, other equity items related to the
Group's companies not eliminated as part of the consolidation process and the exchange
gains or losses arising from the conversion of financial statements expressed in foreign
currencies. The translation reserve had a positive balance of c3,163 thousand as at June 30,
2005, an increase of c4,425 thousand on the negative balance of c1,262 thousand recorded
as the end of last year. This variation is due to the overall impact on consolidated
shareholders' equity caused by converting the financial statements of foreign subsidiaries
expressed in foreign currencies into euro, as well as by the respective consolidation
adjustments.
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:
Gain on sale of treasury shares
Cash flow hedge reserve movements
Exchange rate differences from conversion
of financial statements denominated in foreign currency
Total income (expenses) recognised directly in the equity
9
(1,511)
4,425
2,923
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):
Group's Parent Company
Saes Getters S.p.A.
June 30, 2005
Net Shareholders'
Income
Equity
December 31, 2004
Net Shareholders'
Income
Equity
20,028
19,321
Difference between the consolidated
companies' shareholders' equity
and the book value represented
by the investment
Net profit (losses) of the consolidated
companiesnet of dividends distributed
and investment writedowns
Elimination of profits arising from
inter-company transactions, net of
the related tax effect
Appropriation of deferred taxes related
to subsidiaries' reserves for which
is foreseeable distribution
Other minor adjustments
Consolidated accounts
120,743
52,942
(12,067)
125,988
60,223
(2,170)
641
(14,518)
730
(15,263)
(580)
(2,781)
(2,060)
(2,201)
(14)
(209)
326
503
8,008
156,177
16,147
169,250
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.
22. Investments in jointly controlled companies
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:
Non current assets
Current assets
Total assets
Shareholders' equity
Non current liabilities
Current liabilities
Total liabilities and shareholders' equity
50
June 30, 2005
4,807
6,896
11,703
11,067
0
636
11,703
December 31, 2004
4,577
7,392
11,969
11,006
0
963
11,969
Net sales
Cost of sales
Operating expenses
Other income (expenses), net
Non operating income (expenses) net
Income before taxes
Income taxes
Net income
June 30, 2005
2,696
(1,598)
(377)
2
12
735
(96)
639
June 30, 2004
3,489
(1,716)
(376)
1
9
1,407
(109)
1,298
Non current liabilities
23. Non current financial liabilities
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.
The maturities of the loans are shown below:
Less than 1 year
Between 1 and 5 years
Over 5 years
Total
June 30, 2005 December 31, 2004
254
255
2,475
2,352
1,089
1,339
3,818
3,946
Difference
(1)
123
(250)
(128)
The average rate on June 30, 2005 was 1.20%.
24. Deferred tax liabilities
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.
25. Staff leaving indemnity and similar obligations
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:
Balance at January 1, 2005
Provision for the period recorded in the income statement
Indemnities paid during the period
Differences arising from the translation
of financial statements denominated in foreign currencies
Balance at June 30, 2005
9,959
937
(403)
242
10,735
The amounts recognized in the income statement are broken down as follows:
Current service cost
Interest cost (defined benefit plans)
Net actuarial losses (gains) recognised in the period
Provision for the period recorded in the income statement
778
161
(2)
937
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:
Present value of defined benefit obligations
Fair value of plan assets
Unrecognised actuarial (gains) losses
Expenses from past service cost not yet recognised
Accounting liabilities in respect of defined benefit obligations
Accounting liabilities in respect of defined contribution obligations
Staff leaving indemnity and similar obligations at December 31, 2004
8,408
0
(73)
0
8,335
1,624
9,959
The main assumptions used for the actuarial valuation as at December 31 2004 of the defined
benefits plans are given below:
Discount rate
Expected salary increase rate
Italy
4.0%
3.0%
Japan
2.5%
2.0%
Korea
5.0%
4.5%
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.
As at June 30, 2005, the Group's employees were distributed as follows:
Managers
Employees and
middle management
Workers
Total
June 30,
2005
December 31,
2004
Average six months
ended June 30, 2005
Average six months
ended June 30, 2004
61
58
60
66
416
405
882
414
413
885
416
411
887
477
437
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:
January 1,
2005
Provisions
Uses
185
80
817
1,082
77
(32)
77
(793)
(825)
Provision for warranty
on products sold
Provision for penalties
Other provisions
Total
Conversion June 30,
differences
2005
26
11
29
66
256
91
53
400
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 provisions
Non current provisions
Total
June 30, 2005
114
286
400
December 31, 2004
867
215
1,082
Difference
(753)
71
(682)
Current liabilities
27. Trade payables
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.
28. Other payables
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.
These may be broken down as follows:
Payables to employee
(holidays, wages and staff leaving)
Insurance premiums payable
Social security payables
Tax payables
(excluding income taxes)
Other
Total
June 30, 2005
December 31, 2004
Difference
4,947
50
1,757
4,412
72
1,886
535
(22)
(129)
1,029
2,280
10,063
2,124
1,934
10,428
(1,095)
346
(365)
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.
These payables are all due within one year.
29. Accrued income taxes
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.
Tax payables are all payable within one year.
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. .
31. Bank overdraft
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.
Bank overdraft was expressed in US dollars and Japanese yen.
32. Accrued liabilities
These can be broken down as follows:
Accrued expenses:
- Interest payables
- Other accrued expenses
Total accrued expenses
Deferred income
Total accrued expenses
and deferred income
June 30, 2005
December 31, 2004
Difference
1
692
693
1,750
3
497
500
1,960
(2)
195
193
(210)
2,443
2,460
(17)
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.
33. Fair value of financial assets and liabilities
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
Value
Fair
Value
1,155
30,119
39
8,342
75,595
1,155
30,119
39
8,342
75,595
Financial liabilities
Non current financial liabilities
3,564
Other payables (non current and current)
10,185
Trade payables
9,661
Derivative financial instruments evaluated at fair value (cash flow hedge)
602
Bank overdraft
2,514
Current portion of long term debt
254
3,564
10,185
9,661
602
2,514
254
Financial assets
Other long term assets
Trade receivables
Financial receivables
Prepaid expenses, accrued income and other
Cash and cash equivalents
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.
June 30, 2005
75,595
(2,514)
73,081
Cash and cash equivalents
Bank overdraft
Cash and cash equivalents, net
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.
35. Commitments and contingencies
The following table shows the guarantees provided by the Group to third parties and other off
balance-sheet items:
Guarantees in favour of third parties
Forward exchange contracts
June 30, 2005
December 31, 2004
Difference
13,122
27,929
14,658
19,945
(1,536)
7,984
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:
Operating lease obligations
Less than
1 year
47
Between
1 and 5 years
58
Over
5 years
0
Total
105
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.
36. Related party disclosures
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.
38. Transition to the IFRS international accounting standards
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)
Notes
January 1, 2004
Facultative
Italian
exemptions
Gaap and mandatory
exceptions
Accounting January 1, 2004
standards
IFRS
differences
on net equity
ASSETS
Non current assets
Property, plant and equipment, net
Intangible assets, net
Investments in share capital
and other financial assets
Deferred tax assets
Other long term assets
Total non current assets
1
2
3
Current assets
Inventory
4
Trade receivables
Financial receivables
Prepaid expenses, accrued income and other
Investments in share capital
and other financial assets
Cash and cash equivalents
Total current assets
Total assets
59,261
4,369
0
11,735
1,181
76,546
5,151
(30)
0
9,810
1,181
79,742
(1,925)
0
18,518
26,744
0
14,128
5,192
70,404
134,986
211,532
64,412
4,339
3,196
(3)
0
0
18,515
26,744
0
14,128
5,192
70,404
134,983
214,725
(3)
3,193
SHAREHOLDERS' EQUITY AND LIABILITIES
Capital stock
Conversion reserve
Other reserves
Net income (loss)
Total shareholders' equity
5
Non current liabilities
Non current financial liabilities
Deferred tax liabilities
6
Staff leaving indemnity and similar obligations 7
Non current provisions
Other payables
Total non current liabilities
Tota Total shareholders' equity
5
Current liabilities
Trade payables
Other payables
Accrued income taxes
Current provisions
Derivative financial instruments evaluated
at fair value (cash flow hedge)
Bank overdraft
Current portion of long term debt
Accrued liabilities
Total current liabilities
Total liabilities and shareholders' equity
12,220
(2,003)
150,059
(5,498)
154,778
2,574
0
10,190
0
98
12,862
154,778
2,003
(2,003)
3,057
0
3,057
298
(162)
0
0
136
3,057
12,220
0
151,113
(5,498)
157,835
2,574
298
10,028
0
98
12,998
157,835 Total
10,594
9,516
3,922
1,655
10,594
9,516
3,922
1,655
0
14,410
172
3,623
43,892
211,532
0
14,410
172
3,623
43,892
214,725
0
0
0
3,193
59
Consolidated balance sheet reconciliation table as of December 31, 2004
Notes
December 31, 2004
Italian
Gaap
1
2
54,929
3,604
Facultative
exemptions
and mandatory
exceptions
Accounting December 31, 2004
standards
IFRS
differences
on net equity
ASSETS
Non current assets
Property, plant and equipment, net
Intangible assets, net
Investments in share capital
and other financial assets
Deferred tax assets
Other long term assets
Total non current assets
3
Current assets
Inventory
4
Trade receivables
Financial receivables
Prepaid expenses, accrued income and other
Investments in share capital
and other financial assets
Cash and cash equivalents
Total current assets
Total assets
0
10,833
1,104
70,470
4,840
(18)
(1,874)
0
15,492
28,581
1
7,926
2,505
87,511
142,016
212,486
2,948
244
59,769
3,586
0
8,959
1,104
73,418
15,736
28,581
1
7,926
0
0
244
3,192
2,505
87,511
142,260
215,678
0
3,057
6
3,063
12,220
140,883
16,147
169,250
SHAREHOLDERS' EQUITY AND LIABILITIES
Capital stock
Retained earnings
Net income (loss)
Total shareholders' equity
Non current liabilities
Non current financial liabilities
Deferred tax liabilities
Staff leaving indemnity and similar obligations
Non current provisions
Other payables
Total non current liabilities
Current liabilities
Trade payables
Other payables
Accrued income taxes
Current provisions
Derivative financial instruments evaluated
at fair value (cash flow hedge)
Bank overdraft
Current portion of long term debt
Accrued liabilities
Total current liabilities
Total liabilities and shareholders' equity
60
5
6
7
12,220
137,826
16,141
166,187
3,691
2,213
10,121
215
124
16,364
291
(162)
0
129
3,691
2,504
9,959
215
124
16,493
9,903
10,428
2,911
867
9,903
10,428
2,911
867
0
3,111
255
2,460
29,935
212,486
0
3,111
255
2,460
29,935
215,678
0
0
0
3,192
Consolidated balance sheet reconciliation table as of June 30, 2004
Notes
June 30, 2004
Facultative
Italian
exemptions
Gaap and mandatory
exceptions
Accounting
standards
differences
on net equity
June 30, 2004
IFRS
4,994
(22)
60,809
3,910
ASSETS
Non current assets
Property, plant and equipment, net
Intangible assets, net
Investments in share capital
and other financial assets
Deferred tax assets
Other long term assets
Total non current assets
1
2
3
Current assets
Inventory
Trade receivables
Financial receivables
Prepaid expenses, accrued income and other
Investments in share capital
and other financial assets
Cash and cash equivalents
Total current assets
Total assets
4
55,815
3,932
0
12,097
1,211
73,055
0
17,240
31,848
37
8,845
5,201
79,527
142,698
215,753
0
10,206
1,211
76,136
(1,891)
3,081
139
17,379
31,848
37
8,845
0
0
139
3,220
5,201
79,527
142,837
218,973
0
3,057
30
3,087
12,220
143,920
10,078
166,218
SHAREHOLDERS' EQUITY AND LIABILITIES
Capital stock
Retained earnings
Net income (loss)
Total shareholders' equity
Non current liabilities
Non current financial liabilities
Deferred tax liabilities
Staff leaving indemnity and similar obligations
Non current provisions
Other payables
Total non current liabilities
Current liabilities
Trade payables
Other payables
Accrued income taxes
Current provisions
Derivative financial instruments evaluated
at fair value (cash flow hedge)
Bank overdraft
Current portion of long term debt
Accrued liabilities
Total current liabilities
Total liabilities and shareholders' equity
5
6
7
12,220
140,863
10,048
163,131
2,330
0
10,427
263
98
13,118
2,330
292
10,268
263
98
13,251
292
(159)
0
133
8,579
10,045
4,248
963
8,579
10,045
4,248
963
0
12,007
244
3,418
39,504
215,753
0
12,007
244
3,418
39,504
218,973
0
0
0
3,220
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
5. Shareholders' equity: the total amount of adjustments owing to different accounting
principles on the transition date of January 1, 2004 was c3,057 thousand and was posted
to a reserve, in accordance with IFRS 1. The differences generated after the date of
transition to IFRS have had an effect on the income for the period.
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.
62
Consolidated income statement reconciliation table as of December 31, 2004
2004
Italian
Gaap
Net sales
Cost of sales
Gross profit
141,649
(69,913)
71,736
R&D expenses
(13,428)
Selling expenses
(15,966)
G&A expenses
(13,255)
Total operating expenses
(42,649)
Other income (expenses), net
(387)
Operating income
28,700
Interest and other financial income, net 1,473
Foreign exchange gains (losses), net
(1,133)
Income before taxes
29,040
Income taxes
(12,899)
Net income
16,141
Accounting
standards
differences
155
155
(129)
(3)
(72)
(204)
(49)
(49)
55
6
2004
IFRS
141,649
(69,758)
71,891
(13,557)
(15,969)
(13,327)
(42,853)
(387)
28,651
1,473
(1,133)
28,991
(12,844)
16,147
Consolidated income statement reconciliation table as of June 30, 2004
2004
1st Half
Italian Gaap
Net sales
Cost of sales
Gross profit
72,847
(36,344)
36,503
R&D expenses
(6,459)
Selling expenses
(8,061)
G&A expenses
(6,543)
Total operating expenses
(21,063)
Other income (expenses), net
412
Operating income
15,852
Interest and other financial income, net
456
Foreign exchange gains (losses), net
68
Income before taxes
16,376
Income taxes
(6,328)
Net income
10,048
Accounting
standards
differences
93
93
(66)
(2)
(37)
(105)
(12)
(12)
42
30
2004
1st Half
IFRS
72,847
(36,251)
36,596
(6,525)
(8,063)
(6,580)
(21,168)
412
15,840
456
68
16,364
(6,286)
10,078
63
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
Italian
Gaap
Net sales
Cost of sales
Gross profit
141,649
(69,913)
71,736
R&D expenses (13,428)
Selling expenses (15,966)
G&A expenses (13,255)
Total operating expenses
(42,649)
Other income (expenses), net
(387)
Operating income
28,700
Interest and other financial
income, net
1,473
Foreign exchange gains
(losses), net
(1,133)
Income before taxes
29,040
Income taxes
(12,899)
Net income
16,141
2004
1st Half
Italian Gaap
Net sales
Cost of sales
Gross profit
R&D expenses
Selling expenses
G&A expenses
Total operating expenses
Other income (expenses), net
Operating income
Interest and other financial
income, net
Foreign exchange gains
(losses), net
Income before taxes
Income taxes
Net income
64
72,847
(36,344)
36,503
(6,459)
(8,061)
(6,543)
(21,063)
412
15,852
1
2
Financial Constuction
lease contracts
(IAS 17) (IAS 11)
(110)
(110)
(129)
251
251
3
4
5
Employee Intangible
Spare
benefits
assets
parts
(IAS 19) writedown writedown
(IAS 38)
(IAS 2)
4
4
6
Tax eff.
consolid.
adj
(IAS 12)
10
10
0
0
0
Total
diff.
(78)
(207)
0
(3)
6
6
0
0
155
155
(129)
(3)
(72)
(204)
(317)
251
1
16
0
0
(49)
(3)
141,649
(69,758)
71,891
(13,557)
(15,969)
(13,327)
(42,853)
(387)
28,651
1,473
(317)
117
(200)
251
(92)
159
1
2
Financial Constuction
lease contracts
(IAS 17) (IAS 11)
(57)
(57)
(66)
150
150
1
0
0
32
32
3
4
5
Employee Intangible
Spare
benefits
assets
parts
(IAS 19) writedown writedown
(IAS 38)
(IAS 2)
6
Tax eff.
consolid.
adj
(IAS 12)
1
0
16
(2)
14
0
(49)
55
6
(1,133)
28,991
(12,844)
16,147
Total
diff.
2004
1st Half
IFRS
6
6
(6)
(6)
0
0
0
93
93
(66)
(2)
(37)
(105)
(6)
0
(12)
(2)
(39)
(105)
0
(2)
2
2
(162)
150
(2)
8
456
68
16,376
(6,328)
10,048
2004
IFRS
72,847
(36,251)
36,596
(6,525)
(8,063)
(6,580)
(21,168)
412
15,840
456
(162)
59
(103)
150
(56)
94
(2)
1
(1)
8
(1)
7
(6)
1
(5)
0
38
38
(12)
42
30
68
16,364
(6,286)
10,078
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.
According to Italian accounting principles, the construction contracts undertaken by the
parent company were measured at cost and the margin was recognized when invoiced.
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.
4. Amortization of start-up and expansion costs recorded according to Italian accounting
principles which do not meet the requirements for recognition as an intangible asset
according to IAS 38 was eliminated.
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:
16,141
1st Half
2004
10,048
(317)
(162)
251
150
16
8
1
0
23
(2)
(6)
4
32
16,147
38
10,078
2004
Net income according Italian Gaap
Depreciation of tangible fixed assets acquired by means
of finance leases contracts (IAS 17)
„ Evaluation of construction contracts on the basis
of the percentage of completion (IAS 11)
„
Elimination of amortization of intangible
assets written down (IAS 38)
„ Actuarial evaluation of defined benefit plans
in favour of employees (IAS 19)
„ Write down of spare parts in inventory (IAS 2)
„ Tax effects on the above adjustments
„ Different calculation of tax effects
on adjusments to eliminate intercompany profit
on inventory acquired from Group companies (IAS 12)
Net income according IFRS
„
There is no significant impact on the cash flow statement for the year 2004 owing to IFRS
transition.
65
39. Scope of consolidation
The following table shows the companies included in the scope of consolidation according to
the full consolidation method:
Company
Directly-Controlled subsidiaries:
Saes Advanced Technologies S.p.A.
Avezzano, L’Aquila (Italy)
Saes Getters Usa, Inc.
Colorado Springs (Colorado - USA)
Saes Getters Japan Co. Ltd.
Shinagawa - Tokyo (Japan)
Saes Getters (GB) Ltd.
Daventry (UK)
Saes Getters (Deutschland) GmbH
Cologne (Germany)
Saes Getters Singapore Pte Ltd.
Singapore
Saes Getters International Luxembourg S.A.
Luxembourg
Indirectly-controlled subsidiaries:
Through Saes Getters Usa, Inc.:
Saes Pure Gas, Inc.
San Luis Obispo (California - USA)
Currency
Capital
Stock
Euro
2,600,000
100,00
-
$ USA
9,250,000
100.00
-
Yen
20,000,000
100.00
-
GBP
20,000
100.00
-
Euro
52,000
100.00
-
$Sing.
300,000
100.00
-
Euro
11,312,777
99.92
0.08*
$ USA
7,612,661
Through Saes Getters International Luxembourg S.A.:
Saes Getters Korea Corporation
Seoul (Korea)
Won
Saes Getters Technical Service (Shanghai) Co., Ltd.
Shanghai (People’s Repubblic of China)
$ USA
New Trace Analytical, Inc.
Baltimore (Maryland - USA)
$ USA
FST Consulting International, Inc.
San Luis Obispo (California - USA)**
$ USA
Saes Getters Ireland Limited
Dublin (Ireland)***
Euro
* % held by Saes Advanced Technologies S.p.A.
** sold on July 29, 2005
*** put into liquidation procedure
66
10,497,900,000
% Ownership
Direct
Indirect
-
37.48
4,100,000
100.00
62.52
-
100.00
22,000,000
-
100.00
10,500,000
-
100.00
-
-
100.00
The following table shows the company included in the scope of consolidation according to the
proportionate consolidation method:
Company
Nanjing Saes Huadong Getters Co. Ltd.
Nanjing (People’s Repubblic of China)
Currency
Capital
Stock
$ USA
13,570,000
% Ownership
Direct
Indirect
65.00
-
40. Exchange rates used in the conversion of financial statements
expressed in foreign currency
The following table shows the exchange rates applied in converting foreign financial statements:
Expressed in foreign currency (per 1 euro)
Currency
US Dollars
JPY
Korean Won
Renminbi
(People's Republic of China)
Singapore Dollars
New Taiwan Dollars
UK Pounds
June 30, 2005
Average
Final
rate
rate
1.284
1.209
136.189
133.950
1,303.726 1,239.850
10.633
2.116
39.674
0.686
10.008
2.038
38.211
0.674
December 31, 2004
June 30, 2004
Average
Final
Average
Final
rate
rate
rate
rate
1.243
1.362
1.227
1.216
134.381
139.650
133.051 132.400
1,422.549 1,410.050 1,432.407 1,404.450
10.292
2.100
41.472
0.678
11.278
2.226
43.954
0.705
10.162
2.085
40.872
0.674
10.064
2.090
40.979
0.671
Lainate (Milan), September 28, 2005
On behalf of the Board of Directors
The Chairman
Paolo della Porta
67
68