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

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AMPER GROUP 2011 MANAGEMENT REPORT IMPROVED RESULTS IN THE 2011 FINANCIAL YEAR The contracting of Amper in the 2011 financial year has risen significantly to 406 Million Euros, almost twice that obtained in 2010, of 212 Million Euros. In this financial year, the two Divisions of Amper, both the Defence as well as the Communications and Security Divisions, have been awarded major contracts outside Spain. In the foreign market, the total contracts procured have ascended to 314 Million Euros, representing 77% of the total. The turnover of 393 Million Euros has also experienced an important increase, exceeding by 50% the 262 Million Euros recorded in the previous financial year. The revenue share of the foreign market of the total has also increased by 25 percentage points with respects to the previous financial year, and it has amounted to 61% this financial year. In Spain, the turnover has declined in 9% with respects to 2010, reducing the decline with respects to 2009, which was a decline of 14%. The trend of growth abroad and the deceleration of the decline in Spain are in line with the expectations of the Company for 2011. The EBITDA grew significantly, reaching 23.3 Million Euros compared to - 8.9 Million Euros in 2010. The recurring EBITDA for the 2010 financial year ascended to 9.7 Million Euros, a figure from which nonrecurring expenses amounting to 18.6 Million Euros were deducted, most of which corresponded to the provision for labour restructuring carried out in the first months of 2011. The net profit has improved by 25.5 Million Euros reaching - 8.3 Million Euros in 2011, compared to - 33.8 Million Euros in 2010. The composition of the net sales, the contracts and the EBITDA in Millions of Euros by Divisions and Markets is detailed below: Ventas Contratación España Exterior España Exterior Ebitda Defensa 50 19 3 87 9,5 Comunicaciones y Seguridad 102 222 89 227 13,8 España y otros mercados 102 12 89 24 1,2 América Latina 210 203 12,6 Total Mercados 152 241 92 314 Total Amper 393 406 23,3
Defence Communications and Security Spain and other markets Latin America Total Markets Total Amper Sales Contracts Spain Abroad Spain Abroad EBITDA Vast improvement in the initial estimates With this data, Amper has substantially improve the initial estimates, which involved the integration of eLandia from 1 January 2011 (actually integrated 1 April), and a Euro / USD exchange rate of 1.3. If these two premises had been met, the turnover would have been 431 Million Euros, and the EBITDA would have been 26.2 Million Euros, entailing significantly higher figure in both cases (2.6% and 31% respectively) than those of the initial estimates (420 Million Euros for the turnover and Euros 20 Million for the EBITDA). Success of the internationalization strategy Amper has complied during this financial year with its commitment to incorporating eLandia, a major milestone that has contributed additional activity in 14 new countries in Latin America and with sales amounting to 131 Million Euros which represent a growth of 39% compared to sales of eLandia during the same period in 2010. In addition to the operations resulting from this incorporation, the continuation of the strategy to expand into other markets outside Latin America, such as the United Arab Emirates and Vietnam markets, it has led to a great increase in activity abroad in 2011 compared to 2010, as can be seen in graphs below: Spain – Abroad Contracts 2010 Spain – Abroad Contracts 2011 Spain – Abroad Sales 2010 Spain – Abroad Sales 2011 Increased efficiency Improved productivity The optimization of the structure in Spain has been carried out with a dual approach: adaptation to the development of the business in the country and retaining the talent,
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q AMPER, S.A. and Subsidiaries Cons
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AMPER, S.A. AND SUBSIDIARIES CONSOL
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• In accordance with IFRSs, these
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The consolidated financial statemen
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a. Assets and liabilities: applying
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The Group’s share in non-controll
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The criteria used to recognise impa
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e) Financial instruments Financial
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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
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: AMPER, S.A. and Subsidiary Corporat
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
Page 105 and 106: B.1.10 With regard to the recommend
Page 107 and 108: Type of Directors By company By gro
Page 109 and 110: Process whereby the compensation of
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: The Audit and Control Committee wil
Page 115 and 116: NO B.1.25 Specify if the Articles o
Page 117 and 118: B.1.32 Explain, where appropriate,
Page 119 and 120: B.1.38 Specify whether the Audit Re
Page 121 and 122: the Law on Public Limited Companies
Page 123 and 124: 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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