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

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which has also been dedicated to the technological and commercial support to other areas. This restructuring has reflected an improvement of 7% in the personnel costs in this market which represents an annualised savings of 9%. Successful rearrangement of the financial debt Amper successfully completed the process of restructuring its debt in the third quarter of 2011 by means of the novation of the contracts it has with 29 financial institutions. In this way, and as a result of the financial reorganization agreement reached with the institutions, Amper goes from having 83% of its debt with a long maturity profile to a debt of 5% by 31 December 2010. These contracts involve the refinancing of a syndicated loan of 53 Million Euros for a period of 7 years with a 2 year exclusion period and the stabilization of the working capital financing lines for a period of 3 years, which amount in aggregate form to a total of 55 Million Euros. The Company has obtained new financing in the amount of 4.5 Million Euros. The level of net debt of Amper amounted to 84 Million Euros at the end of the 2011 financial year compared to 51 Million Euros at the end of the previous financial year. The key factor in this increase has been the consolidation of the debt of eLandia. Improved operating capital Lastly, the working capital has also improved substantially by 19 Million Euros on a comparable basis after the deduction of the restructuring provision included in the balance of 2010. This improvement was caused in part by the effects of the T2C Project (Time to Cash, or optimization of the working capital), and at the end of 2011 it reached a balance of -13.1 Million Euros. Innovation: Continuation of the strategic commitment Despite the current financial and economic situation, Amper has continued its firm commitment to innovation which, in a globalized scenario like the present, means an active differential of a clear added value. According to the internal powers or the planned business models, this commitment is twofold: it's own R & D + innovation or the technology agreements with strategic partners. With respects to its own R & D + innovation, Amper dedicated a total of 151 people and an amount of 12.6 Million Euros in 2011. As for the agreements with strategic technology partners, Amper has signed a series of agreements, among which include the following: With Telefónica, to offer Defence, Security and Communications solutions to the Major Corporations and Public Administrations in Latin America, a field in which both partners already have experience in working together in Spain and in other European countries. With Google Enterprise, to use the technology of Google Earth Enterprise Portable and Google Earth Enterprise in Amper security solutions which, for the first time, permit the management of emergencies in centres, including without Internet connection, or in critical situations with high levels of operational demand. With Quantenna, to use 4x4 MIMO WiFi technology, which will allow the wireless broadband services (HDTV, or any content in video format) to reach the homes of the consumers, to multiple wireless devices regardless of the architecture, simultaneously and thereby simplifying the installation.
Outlook Despite the outlook of uncertainty and financial turmoil, the diversity of the markets we serve and the products we develop, together with our ongoing efforts to improve efficiency, allow us to suggest that in 2012, Amper could reach an increase greater than 10% in the turnover and an increase greater than 20% in the EBITDA, considering a Euro / USD exchange rate of 1.3.
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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
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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 and 74: AMPER, S.A. and Subsidiary Corporat
Page 75: Defence Communications and Security
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
Page 125 and 126: 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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