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Saes Getters

Annual / Quarterly Financial Statement Apr 27, 2023

4297_10-k_2023-04-27_458219ad-929b-430e-883e-e87155a50696.pdf

Annual / Quarterly Financial Statement

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(The accompanying translated separate financial statements of SAES Getters S.p.A. constitute a non-official version which is not compliant with the provisions of Commission Delegated Regulation (EU) 2019/815. This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

SAES Getters S.p.A.

Separate financial statements as at and for the year ended 31 December 2022

(with independent auditors' report thereon)

KPMG S.p.A. 31 March 2022

KPMG S.p.A. Revisione e organizzazione contabile Via Vittor Pisani, 25 20124 MILANO MI Telefono +39 02 6763.1 Email [email protected] PEC [email protected]

(The accompanying translated separate financial statements of SAES Getters S.p.A. constitute a non-official version which is not compliant with the provisions of Commission Delegated Regulation (EU) 2019/815. This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of SAES Getters S.p.A.

Report on the audit of the financial statements

Opinion

We have audited the separate financial statements of SAES Getters S.p.A. (the "company"), which comprise the statement of financial position as at 31 December 2022, the statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of SAES Getters S.p.A. as at 31 December 2022 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the separate financial statements" section of our report. We are independent of the company in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the separate financial statements of the current year. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona

Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA

Measurement of equity investments in subsidiaries

Notes to the separate financial statements: notes 1 - Use of estimates and judgements and 12 – Equity investments and other financial assets

Key audit matter Audit procedures addressing the key audit matter
The separate financial statements at 31 December
2022 include equity investments in subsidiaries of
Our audit procedures, which also involved our own
specialists, included:
€121.4 million.
Under the procedure approved by the company's board
of directors, the recoverable amount of equity
investments in subsidiaries is estimated whenever
there is an internal or external indicator of impairment
(a trigger event).

understanding the process adopted to identify the
equity investments in subsidiaries that might have
been impaired;

understanding the process adopted to prepare the
business plan and measure the value in use of the
equity investments in subsidiaries for which
triggers events had been identified;
On 14 February 2023, the company's board of directors
approved the impairment testing procedure and
underlying assumptions. It approved the related test
results on 14 March 2023.
When preparing the separate financial statements and
in line with the procedure adopted, management
checked whether there was any indication that the
equity investments in subsidiaries might be impaired.

checking any discrepancies between the previous
year forecast and actual figures, in order to check
the accuracy of the estimation process;

analysing the reasonableness of the expected cash
flows and the main assumptions used by the
directors to prepare the business plan;
After such check, management held it necessary to
assess the recoverable amount of certain equity
investments in subsidiaries.

assessing the reasonableness of the model used
to measure value in use and related assumptions,
especially in relation to the discount rate, and
Specifically, certain equity investments in subsidiaries
were tested for impairment by comparing their carrying
amount to their recoverable amount estimated on the
basis of value in use.
comparing them to publicly-available data and
information;

assessing the methods used to estimate the
recoverable amount of the equity investment in
Value in use is calculated using the discounted cash
flow model by discounting the subsidiaries' expected
cash flows, less financial liabilities.
SAES Investments S.A. based on the fair value of
the subsidiary's financial assets and comparing it
to its carrying amount;

assessing the appropriateness of the disclosures
provided in the notes.
The expected cash flows are estimated on the basis of
the 2023-2025 business plans approved by the board
of directors on 1 February 2023.
The recoverable amount of the equity investment in
SAES Investments S.A. was considered to be equal to
the subsidiary's equity, as it had already been
measured at the fair value of its assets, which mostly
comprise securities and cash and cash equivalents.
As a result of its impairment tests, management
recognised impairment losses totalling €10.7 million.
Impairment testing is complex and entails a high level
of judgement, especially in relation to:

the expected cash flows, calculated by taking into
account the general economic performance and
that of the group's sector, the actual cash flows for
past years and the projected growth rates;

• the financial parameters used to calculate the discount rate.

Key audit matter Audit procedures addressing the key audit matter

For the above reasons and considering the materiality of the financial statements caption, we believe that the recoverability of the carrying amount of equity investments in subsidiaries is a key audit matter.

Other matters

The company's 2021 separate financial statements were audited by other auditors, who expressed their unqualified opinion thereon on 29 March 2022.

Responsibilities of the company's directors and board of statutory auditors ("Collegio Sindacale") for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the company's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the separate financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the company or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the company's financial reporting process.

Auditors' responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
  • conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 21 April 2022, the company's shareholders appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2022 to 31 December 2030.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the company in conducting the statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The company's directors are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the separate financial statements at 31 December 2022 to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the separate financial statements with Commission Delegated Regulation (EU) 2019/815.

In our opinion, the separate financial statements at 31 December 2022 have been prepared in XHTML format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The company's directors are responsible for the preparation of the reports on operations and on corporate governance and ownership structure at 31 December 2022 and for the consistency of such reports with the related financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the report on operations and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the company's separate financial statements at 31 December 2022 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the report on operations and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the company's separate financial statements at 31 December 2022 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Milan, 31 March 2023

KPMG S.p.A.

(signed on the original)

Daniele Urso Director of Audit

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