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

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CONSOLIDATED ANNUAL REPORT FOR 2011 1. Activity of the Group Amper, S.A. (the Company or Parent Company) was incorporated on 19 January 1971 as a result of the re-registration of the Spanish Limited Liability Company Amper Radio, S.L. It has not changed its company name since its incorporation. Its registered offices are located at C/ Marconi, 3 (P.T.M.), Tres Cantos - 28760 Madrid. Its corporate purpose is research, development, manufacture, repair, marketing, engineering, installation and maintenance of telecommunications and electronic systems and equipment and their related components, and also the acquisition, ownership, administration, intermediation, encumbrance or use of all manner of movable property and real estate, shares, other equity interests and marketable securities in general. In addition to the operations that it carries out directly, Amper, S.A. heads a group of subsidiaries that engage in a wide range of business activities and constitute, together with it, the Amper Group (hereinafter, "the Group"). Consequently, Amper, S.A. is obliged to prepare, in addition to its own financial statements, consolidated financial statements for the Group, which include investments in associates. Amper, S.A. belongs to the "Communications and Information Services" Sector, and the "Electronics and Software" subsector. Amper’s shares have been included in the IBEX Small Cap Index since 01 July 2005. The annual consolidated financial statements of Amper for the 2010 financial year were approved by the General Shareholders Meeting of Amper, S.A. held on 29 June 2011. These consolidated financial statements are presented in thousands of euros (unless expressly stated otherwise) as the euro is the functional currency of the main economic environment of the Parent Company. Foreign operations are included in line with the policies established in Note 3. 2. Basis for submission of the financial statements and principles of consolidation 2.1 Application of International Financial Reporting Standards (IFRSs) The consolidated financial statements for 2011 were prepared in accordance with the International Financial Reporting Standards. The IFRSs in force at 31 December 2011, as adopted by the European Union are applicable (hereinafter "IFRSs"), in conformity with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council and subsequent amendments, taking into account all the mandatory accounting principles and rules and measurement bases with a material effect, together with the alternative treatments that applicable standards allow in this respect. In accordance with these regulations, in the scope of application of the International Financial Reporting Standards, and in the preparation of these consolidated financial statements of the Group, the following points should be highlighted: • The IFRSs are applied to the preparation of the consolidated financial information of the Group. The financial statements of the individual companies that make up the Group continue to be prepared and submitted in accordance with the principles and standards established in the Spanish National Chart of Accounts. 7
• In accordance with IFRSs, these Consolidated Financial Statements comprise the following consolidated financial statements of the Group for 2011: - Balance sheet - Income Statement - Statement of Comprehensive Income - Statement of Cash Flows - Statement of Changes in Net Equity • In accordance with the abovementioned regulations, for purposes of comparison we submit the balance sheet, income statement, statement of comprehensive income, statement of cash flows and the consolidated statement of changes in net equity for the 2010 financial year, prepared according to IFRSs criteria. Standards and interpretations effective in this year Below we indicate the standards, interpretations and modifications, in accordance with the International Financial Reporting Standards adopted by the European Union that became effective in 2011 and are applicable to the Consolidated Financial Statements of the Group in this year. IAS 24: Related party disclosures. IFRS 1: Exemption from comparative provision of certain IFRS 7 disclosures. The application of these standards, interpretations and modifications has no effect on the evaluation or on the disclosures of the Consolidated Financial Statements of this financial year. Standards and interpretations issued not yet in force At the time of the preparation of these Consolidated Annual Accounts, the following are the most significant standards and interpretations that have been published by the IASB but had not yet become effective, either because they became effective after the date of the Consolidated Annual Accounts or because they have not yet been adopted by the European Union: • IAS 19 - Employee benefits. Effective for annual periods beginning on or after 1 January 2013. • Amendment to IAS 1 – Presentation of items included in other comprehensive income. Effective for annual periods beginning on or after 1 July 2012. • IAS 10 - Consolidated financial statements. Effective for annual periods beginning on or after 1 January 2013. • IAS 11 - Joint arrangements. Effective for annual periods beginning on or after 1 January 2013. • IFRS 12 - Disclosure of interests in other entities. Effective for annual periods beginning on or after 1 January 2013. • IFRS 13 - Fair value measurement. Effective for annual periods beginning on or after 1 January 2013. 8
Page 1 and 2: q AMPER, S.A. and Subsidiaries Cons
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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
Page 55 and 56: Inter-segment sales are made at pre
Page 57 and 58: 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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