AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

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• IAS 27 - Separate financial statements. Effective for annual periods beginning on or after 1 January 2013. • IAS 28 - Investments in associates and joint ventures. Effective for annual periods beginning on or after 1 January 2013. • Amendment to IFRS 7 – Disclosure of derecognition of financial instruments Effective for annual periods beginning on or after 1 July 2011. • Amendment to IAS 12 - Recovery of underlying assets. Effective for annual periods beginning on or after 1 January 2012. • Amendment to IFRS 1 – Severe hyperinflation and the elimination of certain fixed transition dates. Effective for annual periods beginning on or after 1 July 2011. • IFRS 9 - Financial instruments. Effective for annual periods beginning on or after 1 January 2015. • IFRIC 20 - Stripping costs in the production phase of a surface mine. The interpretation is applicable to annual periods starting on or after 1 January 2013. • IFRS 7 - Financial instruments: Required disclosures: modification of disclosures relating to the offsetting of financial assets and liabilities. The rule is applicable to annual periods starting on or after 1 January 2013. • IAS 32 - Financial instruments: Presentation: modification of offsetting of financial assets and liabilities. The rule is applicable to annual periods starting on or after 1 January 2014. The Company Administrators have evaluated the potential impacts of the future application of these rules and consider that their entry into force will not have a major effect on the Consolidated Annual Accounts. 2.2 Basis for submission The Consolidated Financial Statements of the Amper Group for 2011 were prepared by the Directors in a meeting of the Board of Directors held on 29 February 2012, in accordance with the International Financial Reporting Standards ("IFRSs") as adopted by the European Union, in conformity with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council and subsequent amendments, in the Code of Mercantile Law and other applicable legislation, taking into account the regulation established by the Spanish Securities and Exchange Commission (CNMV), and in particular the Circular 1/2008 dated 30 January 2008 on periodic information on issuers whose securities are admitted for trading on regulated markets in relation to six-monthly financial reports, interim management statements and, as the case may be, quarterly financial reports. These Annual Consolidated Financial Statements for 2011, prepared by the Board of Directors, will be submitted for the approval of the General Shareholders Meeting. It is expected that they will be approved without any modifications. These Annual Consolidated Financial Statements are a true and faithful image of the consolidated equity and the consolidated financial situation of the Group at 31 December 2011, and of the results of its consolidated operations, changes in its consolidated net equity and consolidated cash flows that have occurred in the Group in the financial year ending on that date. 9
The consolidated financial statements of the Amper Group for 2011 were prepared on the basis of the accounting records kept by the Company and by the other Group companies. Each company prepares its financial statements according to the accounting principles and criteria in force in the country in which it carries out its operations. Therefore, the necessary adjustments and reclassifications have been made in the consolidation process to ensure homogeneity among these principles and criteria to make them compliant with IFRSs. The Consolidated Financial Statements for 2010 included for comparative purposes were also prepared in accordance with the IFRSs adopted by the European Union that are consistent with those applied in 2011. Based on the expectations arising from the application of the approved business plan, and considering the progress made in renegotiating the debt with financial entities during 2011, the Directors consider that the application of the principle of 'going concern' is suitable in the preparation of the Financial Statements. 2.3 Responsibility for information, estimates made and litigation relevant to the application of accounting policies The information contained in these Consolidated Financial Statements is the responsibility of the Administrators of the Group. In preparing the Consolidated Financial Statements, estimates made by the Group's management were occasionally used to quantify some of the assets, liabilities, revenues, expenses and commitments that appear in them. Basically, these estimates refer to: • The appraisal of assets and goodwill to determine the existence of losses due to impairment (Notes 3a and 3d), and also the recoverable sum of assets through deferred tax (Note 4l). • The working life of the tangible and intangible assets (Notes 3b, 3c). • The hypotheses used to calculate the fair value of the financial instruments (Note 3e). • The probability of occurrence and the amount of liabilities of an indeterminate sum or contingent liabilities (Note 3i). • Provision for unissued invoices and unreceived invoices. • Income from contracts is recognized using the degree of completion method. This method is based on estimates of the degree of completion of the project. Depending on the methodology used to determine the progress of the project, the significant estimates include total contract cost, the costs required to complete the works, total income from the contract, contract risks and other litigation (Note 3j). Despite the fact that these estimates were made on the basis of the best information available at the time of preparation of this Consolidated Financial Statements, based on the facts analysed, it is possible that events may take place in the future that could oblige us to modify them (upwards or downwards) in subsequent financial years. This would be done prospectively according to IAS-8, recognising the effects of changed accounting estimates on future consolidated financial statements. 10
Page 1 and 2: q AMPER, S.A. and Subsidiaries Cons
Page 3 and 4: AMPER, S.A. AND SUBSIDIARIES CONSOL
Page 9: • In accordance with IFRSs, these
Page 13 and 14: a. Assets and liabilities: applying
Page 15 and 16: The Group’s share in non-controll
Page 17 and 18: The criteria used to recognise impa
Page 19 and 20: e) Financial instruments Financial
Page 21 and 22: Likewise, the Group needs to effect
Page 23 and 24: At the end of 2011 a number of lega
Page 25 and 26: Changes in deferred tax assets or l
Page 27 and 28: ) Compensation for dismissal In acc
Page 29 and 30: 4. Business Combinations and Goodwi
Page 31 and 32: The Group carries out tests on impa
Page 33 and 34: For the cash-generating unit “Tel
Page 35 and 36: Accumulated amortisation Balance at
Page 37 and 38: Group companies consolidated under
Page 39 and 40: 10. Trade and other receivables The
Page 41 and 42: This reserve will only be used unde
Page 43 and 44: The amount of variation in scope of
Page 45 and 46: The breakdown of bank financing at
Page 47 and 48: At 31 December 2011, Group companie
Page 49 and 50: Provincial Appeal Court also ordere
Page 51 and 52: 17. Business and geographical segme
Page 53 and 54: (Thousands of Euros) YEAR 2011 Defe
Page 55 and 56: Inter-segment sales are made at pre
Page 57 and 58: The methodology used to establish t
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Company 31.12.09 Additions Scope va
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At 31 December 2011 and 2010, the G
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Remuneration to members of the Boar
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26. Other contingencies The Amper G
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27. Subsidiaries Below we present d
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Bluesky Samoa Limited (Samoa) Samoa
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AMPER, S.A. and Subsidiary Corporat
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Defence Communications and Security
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Outlook Despite the outlook of unce
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for an amount of 92 Million Euros,
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Spain The table reflects the data f
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In Brazil, Amper was awarded the su
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Strategic cooperation agreements In
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RESEARCH AND DEVELOPMENT Amper, in
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• The last listed price was 1.66
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Board of Directors (i) On 23 March
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ANNUAL CORPORATE GOVERNANCE REPORT
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Specify the most significant change
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NO Specify whether the Company is a
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address a public bid under 6/2007 A
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EXTERNAL NOMINEE DIRECTORS Name or
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Specify why they cannot be consider
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B.1.10 With regard to the recommend
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Type of Directors By company By gro
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Process whereby the compensation of
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- To propose the system of remunera
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The Audit and Control Committee wil
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NO B.1.25 Specify if the Articles o
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B.1.32 Explain, where appropriate,
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B.1.38 Specify whether the Audit Re
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the Law on Public Limited Companies
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Brief description ORGANISATIONAL AN
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Name of the Committee APPOINTMENTS
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The Committees of the Board of Dire
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D.1 Description of the risk policy
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equired, its renewal or non renewal
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YES Specify the measures adopted Th
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Amper, S A losses for the fiscal ye
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Beneficiaries: The Managing Directo
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Likewise, in its session of 25 May
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Not applicable 3. Although Commerci
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the directors concerned, in additio
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See caption: B.1.21 Not applicable
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Complies 28. The companies must mak
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c) Main characteristics of occupati
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of the participation in the differe
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a) To submit proposals with regard
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G - OTHER INFORMATION OF INTEREST I
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APPENDIX TO THE ANNUAL CORPORATE GO
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- In the case of all other employee
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changes approved, as well as formal
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EVALUATING RISKS IN FINANCIAL INFOR
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The descriptions cover controls for
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The manual establishes that its upd
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A description of the scope of the e
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KPMG KPMG Auditores S.L Edificio To
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3. Review the explanatory documenta
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Principal Companies of the Amper Gr
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AMPER, S.A. Balance Sheets (Thousan
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AMPER PROGRAMAS DE ELECTRÓNICA Y C
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AMPER SISTEMAS, S.A. (Unipersonal)
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HEMISFERIO NORTE BRASIL, S. L. (Uni
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GRUPO MEDIDATA INFORMÁTICA Balance
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EPICOM, S.A. Balance Sheets (Thousa
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LANDATA COMUNICACIONES DE EMPRESA,
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AMPER GROUP Balance Sheets (Thousan
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eLandia INTERNATIONAL, INC. Balance
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7. Delegation, in favour of the Boa
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a) By the subsequent and express re
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In accordance with the provisions s
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Resolutions relating to item three
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Shareholders representing at least
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members are present or represented
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This Regulation aims to: a) Make pu
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• Significant events notified to
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information could be harmful to the
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Article 7. Convening of a meeting a
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Article 11. Agenda The agenda shall
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esolution previously adopted to suc
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Article 28: Publication Following i
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other existing paid-up share capita
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each issue or issue tranche; howeve
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debentures and bonds and warrants,
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The present proposal may be subject
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The Report of the Board of Director
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Article 16 B: Right to information
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The shareholders representing at le
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The Board of Directors shall meet w
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All this makes it advisable to adap
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CURRENT DRAFT PROPOSED AMENDMENT Pr
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the last financial year, at least.
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esolutions to be adopted and the do
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call shall be forwarded by the comp
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convened: - The minimum period requ
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of time, as well as the good order
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of signature considered appropriate
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through the timely notice of signif
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In general, it is not possible to p
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REPORT OF THE BOARD OF DIRECTORS OF
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(g) (h) (i) (j) The nature of, perp
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exchangeable fixed income securitie
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onds and shall be reported in the f
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upon the termination or relocation
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Article 13) The General Meetings ma
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The shareholders, who are entitled
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the right to cast their vote from a
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on any issues that may put at risk
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may not refuse the recruitment unle
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along with the functions and powers
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ACTIVITY REPORT OF THE APPOINTMENTS
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- Allowance of the Board Members fo
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Mr. Ignacio Javier López del Hierr
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ACTIVITY REPORT OF THE AUDIT AND CO
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Was appointed Board Member on 25 Ja
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Changes produced in the Audit and C
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It also involves the acquisition, o
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Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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