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

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Defense (Thousands of Euros) YEAR 2010 Telecom C. and S. Spain Brazil Corporate Group total Revenue 60,475 126,685 76,341 (1,689) 261,812 Other income 2,987 3,091 -- 339 6,417 Procurements (net) (33,558) (77,363) (51,349) 1,349 (160,921) Personnel expenses (14,658) (46,076) (18,640) (8,717) (88,091) Allocation for amortisation (3,006) (2,230) (982) (236) (6,454) Other expenses (7,415) (17,295) (6,316) 2,639 (28,387) OPERATING PROFIT (LOSS) 4,825 (13,188) (946) (6,315) (15,624) Financial income/expenses (57) (2,811) 1,541 (1,702) (3,029) Exchange differences (net) 94 74 (662) 5 (489) Impairment losses recognised/reversed (net) Impairment of assets (net) -- -- -- (2,501) (2,501) Share of results of companies consolidated by the equity method -- -- -- 114 114 PROFIT (LOSS) BEFORE TAX ON CONTINUING OPERATIONS 4,862 (15,925) (67) (10,399) (21,529) Profits tax expense (821) -- (685) (9,706) (11,212) PROFIT/(LOSS) IN YEAR FROM CONTINUING OPERATIONS 4,041 (15,925) (752) (20,105) (32,741) PROFIT/(LOSS) FOR THE YEAR 4,041 (15,925) (752) (20,105) (32,741) Non-controlling interests (1,741) 965 (410) 155 (1,031) PROFIT/(LOSS) ATTRIBUTABLE TO HOLDERS OF EQUITY INSTRUMENTS OF THE PARENT COMPANY 2,300 (14,960) (1,162) (19,950) (33,772) BALANCE SHEET Goodwill -- 60,230 23,516 -- 83,746 Non-current assets 10,318 11,989 9,906 23,296 55,509 Current assets 72,068 117,943 69,359 (52,408) 206,962 TOTAL ASSETS 82,386 190,162 102,781 (29,112) 346,217 Net equity 20,144 37,624 33,763 (34,410) 57,121 Non-current liabilities 1,375 65,506 41,973 (76,649) 32,205 Current liabilities 60,867 87,032 27,045 81,947 256,891 TOTAL LIABILITIES 82,386 190,162 102,781 (29,112) 346,217 53
Inter-segment sales are made at prevailing market prices and are hardly significant. The table below shows a breakdown of certain consolidated balances of the Group according to the geographical location of the companies that created them: (Thousands of Euros) Sales Attributable profit/loss Total assets 2011 2010 2011 2010 2011 2010 Spain 182,504 185,471 (9,359) (32,610) 159,378 243,436 Brazil 79,430 76,341 3,162 (1,162) 102,805 102,781 Latam 115,666 --- (2,848) --- 134,446 --- South Pacific 15,115 --- 707 --- 44,586 --- Total 392,715 261,812 (8,338) (33,772) 441,215 346,217 18. Expenses An analysis of the expenses of the Group is presented below (in thousands of euros): Activity Financial year ended 2011 Financial year ended 2010 Procurements 246,898 164,939 Personnel expenses 89,250 88,091 Amortisations 10,723 6,454 Other expenses 38,009 28,387 Total 384,880 287,871 Procurements The breakdown of this heading is as follows: (Thousands of Euros) 2011 2010 Purchases 214,931 144,725 Outsourcing 31,967 20,214 Total 246,898 164,939 Personnel expenses The composition of personnel expenses is: 54
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 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: (Thousands of Euros) YEAR 2011 Defe
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
Page 97 and 98: NO Specify whether the Company is a
Page 99 and 100: address a public bid under 6/2007 A
Page 101 and 102: EXTERNAL NOMINEE DIRECTORS Name or
Page 103 and 104: 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
Page 275 and 276:
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
Page 283 and 284:
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:
Page 291 and 292:
Page 293 and 294:
Page 295 and 296:
Was appointed Board Member on 25 Ja
Page 297 and 298:
Changes produced in the Audit and C
Page 299 and 300:
It also involves the acquisition, o
Page 301 and 302:
Information and Consultations The d
Page 303:
AMPER GROUP INNOVATION COMMITTEE fr
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