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

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AMPER, S.A. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2011 AND 2010 (Thousands of Euros) 2011 2010 Net Revenue (Note 15) 392,715 261,812 +/-Changes in inventories of finished and developing products (172) 4,018 Procurements and materiales consumed (Nota 18) (246,898) (164,939) Gross profit 145,645 100,891 Other operating income 4,786 6,417 Staff costs (Note 18) (89,250) (88,091) Depreciation and amortisation charge (Note 18) (10,723) (6,454) Other operating expenses (Note 18) (38,009) (28,387) Results from operations 12,449 (15,624) Financial income (Note 16) 1,969 4,023 Financial costs (Nota 16) (11,393) (7,052) Exchange differences (Note 16) (3,027) (489) Impairment losses recognised/reversed (net) 189 (2,501) Results of companies consolidated by equity method --- 114 Results before tax 187 (21,529) Income tax (Note 19) (4,587) (11,212) Results for the year from continuing operations (4,400) (32,741) Attributable to: Shareholders of the Parent Company (8,338) (33,772) Non-controlling interests (Note 11) 3,938 1,031 Earnings per share Basic = Diluted (0.264) (1.144) The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the consolidated income statement for 2011. 3
AMPER, S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2011 AND 2010 (Thousands of Euros) 2011 2010 CONSOLIDATED RESULTS FOR THE YEAR (4,400) (32,741) INCOME AND EXPENSE RECOGNISED DIRECTLY IN NET EQUITY (2,603) 6,417 Cash flow hedges (183) 611 Translation differences (Note 12) (2,174) 5,799 Gains and losses on treasury shares (Note 12) (246) (203) Other income and expenses recognised directly in net equity --- 210 TRANSFERS TO PROFIT AND LOSS ACCOUNT --- (350) Cash flow hedges --- (350) Translation differences --- --- Remaining income and expenses recognised directly in net equity --- --- TOTAL RECOGNISED INCOME/(EXPENSE) (7,003) (26,674) a) Attributable to the Parent entity (10,941) (27,705) b) Attributable to non-controlling interests 3,938 1,031 The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the Consolidated Statement of Comprehensive income for 2011. 4
Page 1 and 2: q AMPER, S.A. and Subsidiaries Cons
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Page 7 and 8: 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 and 54: (Thousands of Euros) YEAR 2011 Defe
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Inter-segment sales are made at pre
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The methodology used to establish t
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19. Tax affaires Most of the compan
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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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