Consolidated Financial Statements 2011
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Consolidated Financial Statements 2011 2011 2 Taiwan Branch Office Jhubei (Taiwan) SAES Getters S.p.A. Japan Technical Service Branch Office Tokyo (Japan) 100% 100% 60% 100% 89..97% 100% 37.48% 85% 100% SAES Getters Export, Memry GmbH SAES Advanced SAES Getters (Nanjing) E.T.C. S.r.l. SAES Nitinol S.r.l. Corp. Weil am Rhein, Technologies S.p.A. Co., Ltd. Bologna BO (Italy) Lainate MI (Italy) Wilmington, DE (USA) (Germany) Avezzano AQ (Italy) Nanjing (P.R. of China) SAES Getters SAES Getters International 50% USA, Inc. 0.03% Luxembourg S.A. 10% Colorado Springs, CO (USA) Luxembourg (Luxembourg) Actuator Solutions GmbH SAES Pure Gas, Inc. Treuchtlingen (Germany) 100% San Luis Obispo, CA (USA) SAES Getters Korea 62.52% Corporation Spectra-Mat, Inc. Seoul (South Korea) 100% Watsonville, CA (USA) SAES Smart 100% Materials, Inc. SAES Getters New York, NY (USA) 100% America, Inc. Cleveland, OH (USA) Memry Corporation 100% Bethel, CT (USA) Consolidated Financial Statements 2011 SAES Getters S.p.A. Capital Stock of 12,220,000 fully paid-in Corporate Headquarters: Viale Italia, 77 – 20020 Lainate (Milan), ITALY Registered with the Milan Court Companies Register no. 00774910152 3 4 Board of Directors President Massimo della Porta Vice President and Managing Director Giulio Canale Directors Stefano Baldi (1) (2) Giuseppe della Porta (2) Adriano De Maio (1) (2) (3) (4) (5) (6) Andrea Dogliotti (2) (3) Andrea Gilardoni (2) Pietro Alberico Mazzola (2) Roberto Orecchia (2) (4) (6) (7) Andrea Sironi (1) (2) (3) (4) (6) Gianluca Spinola (2) Board of Statutory Auditors President Vincenzo Donnamaria (7) Statutory Auditors Maurizio Civardi Alessandro Martinelli Alternate Statutory Auditors Fabio Egidi Piero Angelo Bottino Audit firm Reconta Ernst & Young S.p.A. Representative of Holders of Savings Shares Massimiliano Perletti (e-mail: [email protected]) (1) Members of the Compensation Committee (2) Non-executive directors (3) Members of the Audit Committee (4) Independent directors (5) Lead Independent Director (6) Members of the Related Parties Committee (7) Members of the Supervisory Body The term of office of the Board of Directors and of the Board of Statutory Auditors, elected on April 21, 2009, expires at the Shareholders' Meeting in which the financial statements for the year ended December 31, 2011 are approved. Powers Pursuant to article no. 20 of the By-laws, the President and the Vice President and Managing Director are jointly and each of them separately entrusted with the legal representation of the Company, for the execution of Board of Directors' resolutions, within the limits of and to exercise the powers attributed to them by the Board itself. By mean of the resolution adopted on April 21, 2009, the Board of Directors granted the President and the Vice President and Managing Director the powers of ordinary and extraordinary administration, with the exception of the powers strictly reserved to the competence of the Board or of those powers reserved by law to the Shareholders' Meeting. The President Massimo della Porta is also Group Chief Executive Officer. The Vice President and Managing Director Giulio Canale is also Deputy Group Chief Executive Officer and Group Chief Financial Officer. 5 6 INDEX Letter to Shareholders 9 Group financial highlights 11 Report on operations of the SAES Getters Group 15 Consolidated financial statements for the year ended December 31, 2011 45 Consolidated income statement 46 Consolidated statement of comprehensive income 46 Consolidated statement of financial position 47 Consolidated cash flow statement 48 Consolidated statement of changes in equity 49 Explanatory notes 50 Certification of the Consolidated financial statements pursuant to article 81-ter of the Consob Regulation 103 Board of Statutory Auditors’ report to the Shareholders’ Meeting 107 Indipendent Auditors’ report 117 SAES Getters S.p.A financial highlights 119 Report on operations of the SAES Getters S.p.A. 123 Separate financial statement of the SAES Getters S.p.A. for the year ended December 31, 2011 139 Income statement 140 Statement of comprehensive income 140 Statement of financial position 141 Cash flow statement 143 Statement of changes in equity 144 Summary of main data from subsidiaries’ financial statements as of December 31, 2011 145 Certification of the Financial statements of the Parent Company 147 pursuant to article 81-ter of the Consob Regulation Report of the Board of Directors on the agenda pursuant to article 125-ter of the Consolidated Finance Act Report on corporate governance and ownership draw up in accordance with article 123-bis of the Consolidated Finance Act and article 89-bis of the Consob Issuers Regulation 7 8 LETTER TO SHAREHOLDERS Dear Shareholders, The year 2011 was a year of great satisfaction and of considerable importance for the future of our Group. The revenues of the Group have significantly grown, despite the deep international crisis, thanks to the substantial stability of all the business areas and the excellent performance of the Semiconductors business, which recorded its best sales ever in the history of this sector, achieved also thanks to the diversification strategy undertaken in recent years. The strong action undertaken to contain costs, which started a few years ago, has allowed to improve the operating result, despite a slight decline in the gross margin. The expectation of recovery of the previous tax losses of the major Italian companies, made possible by the excellent future business prospects, has led to close the income statement with a high net income. To complete this really positive picture there is a significant improvement in the net financial position. The fiscal year 2011, as well as giving us satisfaction for the results achieved, was definitely a year of great importance for the future of the SAES Group. The new products, developed by the research department over the last few years, recorded their first sales even in sectors where the Group was not present and will contribute to the revenues’ growth. Other new products will start giving revenues in 2012, a success for research and innovation activities always committed to support sales growth. In the field of shape memory alloys, which for years was one of the pillars of the Group, we launched a new important business initiative, the joint venture Actuator Solutions GmbH, for the development and production of devices using SMA wires or springs as a functional element. This is a new positioning in the value chain, which will significantly contribute to the value growth of SAES, both as a shareholder in and as a supplier of strategic materials for the new joint venture. These results are the outcome of the continuous commitment of the human resources who work in our Group and who are the real asset of SAES and that we have defended even during the difficult crisis of the recent years. For them, sincere thanks. Many thanks also to you shareholders, especially the historical ones, that even in moments of difficulty believed in our ability to innovate and supported us. Dr Ing. Massimo della Porta President 9 10 Group financial highlights 11 12 GROUP FINANCIAL HIGHLIGHTS (thousands of euro) Income statement data 2011 2010 Difference Difference % NET SALES - Industrial Applications 105,566 88,430 17,136 19.4% - Shape Memory Alloys 38,622 39,218 (596) -1.5% - Information Displays 3,620 12,356 (8,736) -70.7% - Advanced Materials 836 570 266 46.7% Total 148,644 140,574 8,070 5.7% GROSS PROFIT - Industrial Applications 49,588 44,074 5,514 12.5% - Shape Memory Alloys 11,519 11,879 (360) -3.0% - Information Displays (752) 5,171 (5,923) -114.5% - Advanced Materials & Corporate Costs (1) (441) (396) (45) -11.4% Total 59,914 60,728 (814) -1.3% % on sales 40.3% 43.2% EBITDA (2) 25,212 23,507 1,705 7.3% % on sales 17.0% 16.7% OPERATING INCOME (LOSS) 12,809 10,922 1,887 17.3% % on sales 8.6% 7.8% NET INCOME (LOSS) (3) 15,584 3,135 12,449 397.1% % on sales 10.5% 2.2% Balance sheet and financial data December 31, December 31, Difference Difference 2011 2010 % Property, plant and equipment, net 59,263 63,813 (4,550) -7.1% Group shareholders' equity 123,028 108,597 14,431 13.3% Net financial position (4) (15,534) (22,580) 7,046 31.2% Othe r information 2011 2010 Difference Difference % Cash flow from operating activities 18,842 7,455 11,387 152.7% Research and development expenses 13,881 13,892 (11) -0.1% Number of employees as at December 31 (5) 1,038 1,102 (64) -5.8% Personnel cost (6) 53,759 54,748 (989) -1.8% Disbursements for acquisition of tangible assets 6,069 5,850 219 3.7% 13 (1) This item includes costs that cannot be directly attributed or allocated in a reasonable way to the Business Units, but which are related to the Group as a whole. (2) EBITDA is not deemed a measure of performance under International Financial Reporting Standards (IFRS) and must not be considered as an alternative indicator of the Group’s results. However, we believe that EBITDA is an important parameter for measuring the Group’s performance. Since the calculation of EBITDA is not regulated by applicable accounting standards, the method applied by the Group may not be homogeneous with methods adopted by other groups. EBITDA is defined as “earnings before interests, taxes, depreciation and amortization”. (3) It includes the net loss from assets held for sales and discontinued operations (equal to +292 thousand of euro in 2011 and +63 thousand of euro in the fiscal year 2010). (4) The item as at December 31, 2010 includes the 51% of the net cash of the Chinese joint venture Nanjing SAES Huadong Vacuum Material Co., Ltd.