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

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Amount (Thousands of euros) Amortization Maturity Tranche A 24,400 Consecutive six-monthly installments of equal amounts starting 4 January 2014, following a two year grace period for capital repayment Tranche B 24,192 Consecutive six-monthly installments of equal amounts starting 4 January 2014, following a two year grace period for capital repayment 4.07.2018 04.07.2018 Contingent Tranche 4,317 Single amortization 04.12.2012 Total 52,909 The contingent tranche has been used in its entirety at 31 December 2011, in addition to 193 thousand euros corresponding to loans of the same nature as the contingent tranche. Due to the maturity date, the contingent tranche has been accounted for as short-term debt. The reference interest rate for all of the previous tranches is Euribor plus a spread of 4%, until 31 December 2013, after which it will range from 4% to 4.25% depending on the level of the ratios obtained by the Group on the basis of the restructuring agreement. In addition, the bank restructuring agreement represents the stabilization of financing facilities for working capital for a period of 3 years which, on an aggregate basis, amounts to a total 54,089 thousand euros. This amount corresponds to the total available limit of loan policies from the bank restructuring process (converted into loans within tranche A), of which an amount of 24,218 thousand euros has been used at 31 December 2011. The average interest rate of these policies is Euribor plus a spread of 4%. Lastly, the Group has various types of bank financing: Type of financing Financial Institution Date of Granting Maturity Date Thousands of euros Amount granted Amount drawn 31.12.11 Loan Novacaixa 1.10.2011 1.10.2018 3,000 3,000 Loan Ibercja 4.07.2011 4.07.2018 1,000 1,000 Loan Mare Nostrum 10.10.2011 10.10.2018 800 800 ICO Loan Bankia 23.09.2011 23.09.2018 1,905 1,905 ICO Loan Caixa Cataluña 28.09.2011 28.09.2018 1,429 1,429 ICO Loan BBVA 21.09.2011 21.09.2018 3,333 3,333 ICO Loan Banco Santander 29.09.2011 29.09.2018 3,333 3,333 The companies, Medidata Informática and eLandia International, Inc. have drawn loans at 31 December 2011 for an amount of 8,576 thousand euros and 11,862 thousand euros, respectively (almost the entire amount granted), classified under the heading “current financial debt”. In addition, these companies have taken out loans with long-term maturities (2015 and following) for an amount of 1,435 thousand euros and 20,113 thousand euros, respectively, recorded under the heading “noncurrent financial debt”. At 31 December 2011, the Group had an available (limit) of 80,206 thousand euros (119,746 thousand in 2010) in the credit lines contracted, of which 21,068 thousand euros correspond to import financing and 59,138 thousand euros to loan policies. 45
At 31 December 2011, Group companies have unused credit lines for an amount of 14,886 thousand euros (19,927 thousand euros in 2010). The Group uses financial interest rate swaps to manage exposure to fluctuations in the interest rates of the above-mentioned syndicated loan of 52,909 thousand euros (as it also did in financial 2010 for the syndicated loan of 61,000 thousand euros). Guarantees and conditions related to financial debt The syndicated loan received by Amper, S.A., in which Grupo Amper Sistemas, S.A., Epicom, S.A., and Sociedad Anónima de Finanzas y Telecomunicación act as guarantors, is subject to the following main obligations and commitments, which must be complied with at two levels of the scope of consolidation (the Spanish subgroup level and the consolidated level). I. Affirmative covenants, relating to: - Contracting of derivative financial instruments to hedge 50% of the variation in interest rates. - Maintenance of interests in the guarantor companies. - Provision of funds and restricted account (contingent tranche) of 5,000 thousand euros, that may be increased to 8,000 thousand euros in 2013 and to 10,000 thousand euros in 2014. II. Negative covenants, relating to: - Non-disposal of assets (unless the amount obtained is intended for the early repayment of the financing or consists of the transfer of collection rights for ordinary Group business, provided such transfer is intended for the early repayment of the debt or is reinvested within 9 months in assets relating to the ordinary activity of the Group. As of 8 March 2012, this restriction only applies to disposals exceeding 5% of total consolidated assets. - Business combinations are prohibited. - No dividend distributions (including share capital reductions with a refund of contributions to shareholders) or other types of payment to shareholders, without the consent of the participating financial institutions. - No treasury stock transactions, exceeding 2.7% of the share capital. III. Financial obligations The syndicated loan is subject to compliance with a CAPEX, gross change in tangible and intangible assets, which during financial year 2011 was 8,920 thousand euros and a debt ratio, defined as the net financial debt to EBITDA ratio, which at 31 December was 3.74. The early termination of this loan is contingent on compliance with the leverage ratio, defined as the net financial debt to treasury funds ratio, and the hedge ratio, defined as the EBITDA to net financial costs ratio. At 31 December 2011, these ratios stood at 1.59 and 2.52, respectively. 46
Page 1 and 2: q AMPER, S.A. and Subsidiaries Cons
Page 3 and 4: AMPER, S.A. AND SUBSIDIARIES CONSOL
Page 9 and 10: • In accordance with IFRSs, these
Page 11 and 12: The consolidated financial statemen
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: The breakdown of bank financing at
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
Page 59 and 60: 19. Tax affaires Most of the compan
Page 61 and 62: Company 31.12.09 Additions Scope va
Page 63 and 64: At 31 December 2011 and 2010, the G
Page 65 and 66: Remuneration to members of the Boar
Page 67 and 68: 26. Other contingencies The Amper G
Page 69 and 70: 27. Subsidiaries Below we present d
Page 71 and 72: Bluesky Samoa Limited (Samoa) Samoa
Page 73 and 74: AMPER, S.A. and Subsidiary Corporat
Page 75 and 76: Defence Communications and Security
Page 77 and 78: Outlook Despite the outlook of unce
Page 79 and 80: for an amount of 92 Million Euros,
Page 81 and 82: Spain The table reflects the data f
Page 83 and 84: In Brazil, Amper was awarded the su
Page 85 and 86: Strategic cooperation agreements In
Page 87 and 88: RESEARCH AND DEVELOPMENT Amper, in
Page 89 and 90: • The last listed price was 1.66
Page 91 and 92: Board of Directors (i) On 23 March
Page 93 and 94: ANNUAL CORPORATE GOVERNANCE REPORT
Page 95 and 96: 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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Page 289 and 290:
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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
Page 301 and 302:
Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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