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

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i) To carry out impairment tests, specific forecasts are prepared for each cash-generating unit. These forecasts are obtained from available financial budgets and financial projections approved by the Group's Management. ii) iii) The estimates of future cash flows for each cash-generating unit are based on forecast (after tax). Discount rates are also calculated after tax. The real value of future cash flow estimates of each cash-generating unit is obtained using a discount rate that takes appropriate risk factors into consideration and is agreed on the basis of general market consensus. The following table details the main assumptions used for impairment loss during the financial year: CGU Designation Business Plan Average rate of growth Discount rate Rate of growth in perpetuity Communication and Security Spain 2012-2016 3% 10.5% 2% Communication and Security Brazil 2012-2016 5% 12.5% 2% Communication and Security Latam 2012-2016 5% 14.5% 2% Using the assumptions raised above and with respects to each of the three cash generating units, the recoverable value exceeds the carrying amount of goodwill and assets allocated to the cash generating unit. In the event that the discount rate increases by 50 basis points, or the rate of growth in perpetuity decreases by 50 basis points, the value in use would remain above the recoverable amount. In a hypothetical case of the unfavourable evolution of both assumptions in the range raised, the goodwill of the Communication and Security Spain Cash Generating Unit would have to register an impairment loss, which in no event would be significant in the Consolidated Financial Statements. Impairment analysis for financial year 2010 In the 2010 period for impairment losses, forecasts were taken into account based on the business plan for the period 2010-2015. For the cash-generating unit “Telecom España”, the Compound Annual Growth Rate (CAGR) of gross earnings for the period from 2011 to 2015 was between 1.8% and 2.5%. For the cash-generating unit “Seguridad”, the Compound Annual Growth Rate (CAGR) for gross earnings for the period 2011-2015 was 9.5%. For the cash-generating unit “Telecom Brasil”, the Compound Annual Growth Rate (CAGR) for gross earnings for the period 2011-2015 was 10%. 31
For the cash-generating unit “Telecom España”, the recoverable value exceeded the book value of goodwill and assets allocated to the cash-generating unit in all scenarios of the sensitivity analyses, performed using a perpetual growth rate ranging between 0% to 2%, with a discount rate of 10.2% and diverse scenarios varying from 9.2% to 11.2% in line with market consensus, without giving rise to any indication of impairment. 5. Intangible assets The composition and movements of intangible assets in 2011 and 2010 were as follows: 31.12.10 (Thousands of Euros) Additions/ Amortisation Disposals Scope Variation 31.12.11 Development expenditures 8,620 2,783 (3,330) --- 8,073 Computer software 176 628 (32) 1,189 1,961 Intellectual property 596 (436) 232 --- 392 Total 9,392 2,975 (3,130) 1,189 10,426 (Thousands of Euros) 31.12.09 Additions/ Disposals Amortisation 31.12.10 Development expenditures 8,084 3,773 (3,237) 8,620 Computer software 336 38 (198) 176 Intellectual property 74 589 (67) 596 Total 8,494 4,400 (3,502) 9,392 The total investment in the financial year is 2,975 thousands of Euros, and almost all of it is from internal development and materials costs required for project developments. These will be applied to contracts that are expected to be signed soon. 32
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: The Group carries out tests on impa
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
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
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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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