Experience provides us with the excellent opportunity to repeat such experience in all Argentine regions, even in the urban centers in which the financial market has not had an active presence permanently. However, there are segments related to population or small- and medium-sized enterprises that are hardly supplied with bank products.
We will continue with its diversification and atomization strategy regarding the credit portfolio, thus enabling to obtain satisfactory efficiency, growth, security and profitability in commercial management. It also intends to stress its presence in the assistance to small- and medium-sized enterprises, emphasizing the election of dynamic economic sectors and growth potential in industrial, commercial and service areas for the purpose of contributing to companies’ expansion and ensuring an acceptable return of the funds assigned. At the same time, a complete range of corporate financial services will be offered, including exports and imports financing, letters of credit confirmation and opening, and granting guarantees to third parties on behalf of its customers. Please see “Item 5 – Operating and financial review and prospects - Principal trends affecting our business”.
We enter into various transactions involving off-balance sheet financial instruments (see Note 32 to the Consolidated Financial Statements). We use these instruments to meet the risk management, trading and financing needs of clients or for our proprietary trading and asset and liability management purposes.
These instruments are subject to varying degrees of credit and market risk. We monitor credit risk and market risk associated with on- and off-balance sheet financial instruments on an aggregate basis. We use the same credit policies in determining whether to enter or extend option contracts, commitments, conditional obligations and guarantees as we do for granting loans. Our management believes that the outstanding off-balance sheet items do not represent an unusual credit risk.
The following table represents our contractual obligations and commercial commitments as of December 31, 2005:
G. Recent Developments
Corporate name
The ordinary and extraordinary shareholders´ meeting held on April 28, 2006 approved, among other things, (i) the modification of our corporate name to Banco Macro S.A., which is still pending of approval by the CNV.
Banco del Tucumán
On April 7, 2006 we obtained the authorizations from the relevant authorities and on May 5, 2006 we completed the acquisition of 164,850 Class A Shares of Banco del Tucumán S.A., representing 75% of its capital stock. Banco del Tucumán S.A. has 25 branches and its headquarters in the province of Tucumán and is currently the financial agent of the province. Furthermore, we have a unique distribution network of 281 branches (including a new branch in the Province of La Rioja) spread throughout Argentina, the largest private sector branch network in the country, and we act as financial agent of four provincial governments: Jujuy, Misiones, Salta and Tucumán.
Banco Bisel
In the course of the bidding process for the acquisition of Nuevo Banco Bisel S.A., we have been pre-awarded the ordinary shares of such entity owned by Banco de la Nación Argentina and Fundación Banco de la Nación Argentina. On May 9 2006, the bank entered into the relevant share purchase agreement, subject to the approval from the Central Bank and the antitrust authority. Banco Bisel is an institution with a strong presence in the central region of Argentina, especially in the province of Santa Fe, where it has 158 branches.
Initial Public Offering
On March 2006, we completed a global offering of 150,727,420 Class B shares. Of the global offering, 97,182,810 Class B shares, in the form of 9,718,281 ADS were offered outside of Argentina, of which 35,582,810 Class B shares were offered by us and 61,600,000 were offered by Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste and Juan Pablo Brito Devoto, as our majority shareholders. Additionally, we offered 9,500,000 Class B shares in a concurrent offering in Argentina. In addition, 29,917,190 Class B shares were offered in Argentina to existing shareholders pursuant to preferential subscription rights at the public offering price of the underwritten offering.
Over-allotment option
In connection with the global offer, Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste and Juan Pablo Brito Devoto have granted UBS Securities LLC and Raymond James & Associates, Inc. a 30-day option to purchase up to an additional 1,412,742 ADS, representing 14,127,420 Class B shares, to cover over-allotments, that has been already exercised by them.
Dividends
On April 21, 2006, we were authorized by the Central Bank to distribute dividends corresponding to fiscal year 2005. See in Item 8A –”Dividend Policy”.
Ordinary and extraordinary shareholders´ meeting
The ordinary and extraordinary shareholders´ meeting held on April 28, 2006 approved, among other things, (i) the documents prescribed by section 234, subparagraph 1 of Law 19.550, for the fiscal year ended December 31, 2005, (ii) the performance of our Board of Directors and of the actions taken by our Supervisory Committee, (iii) the remuneration of our Board of Directors, our Supervisory Committee and the Auditor for the fiscal year ended December 31, 2005, (iv) the appointment of the Auditor for the fiscal year to be ended December 31, 2006 and (v) distribute cash dividends corresponding to fiscal year 2005.
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Directors
The ordinary and extraordinary shareholders’ meeting held on April 28, 2006 fixed at ten the number of regular directors and the number of alternate directors, at three. The ordinary and extraordinary shareholders’ meeting elected the following regular directors: Messrs. Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste, Juan Pablo Brito Devoto, Roberto Julio Eilbaum, Luis Carlos Cerolini, Carlos Enrique Videla, Jorge Pablo Brito, Alejandro Macfarlane and Guillermo Eduardo Stanley, and the following alternate directors: Messrs. Mario Eduardo Bartolomé, Ernesto Eduardo Medina and Hugo Raúl Garnero, and noted that Messrs. Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste, Juan Pablo Brito Devoto, Roberto Julio Eilbaum, Luis Carlos Cerolini, Jorge Pablo Brito, Mario Eduardo Bartolomé and Ernesto Eduardo Medina as non-independent directors and Messrs. Carlos Enrique Videla, Alejandro Macfarlane, Guillermo Eduardo Stanley and Hugo Raúl Garnero, as independent directors.
Additionally, the shareholders’ meeting determine that Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo and Jorge Pablo Brito hold office for three fiscal years; Messrs. Juan Pablo Brito Devoto, Roberto Julio Eilbaum and that Luis Carlos Cerolini hold office for two fiscal years, and Messrs. Fernando Andres Sansuste, Carlos Enrique Videla, Alejandro Macfarlane and Guillermo Eduardo Stanley hold office for one fiscal year.
Supervisory Committee
The ordinary and extraordinary shareholders’ meeting held on April 28, 2006 fixed at three the number of regular members and of alternate members of the Supervisory Committee and elected the following persons as regular members for a term of a year of the Supervisory Committee: Ladislao Szekely, Santiago Marcelo Maidana and Herman Fernando Aner; and as alternate members, Messrs. Alejandro Almarza, Horacio Della Roca and Alejandro Carlos Piazza.
Stock Purchase Agreement
On May 11, 2006 Fernando Andrés Sansuste has entered into a stock purchase agreement with Jorge Horacio Brito and Mr. Delfín Jorge Ezequiel Carballo pursuant to which the Fernando Andrés Sansuste transferred its entire interest in our capital stock, which is equivalent to 2,015,826 Class A ordinary, book-entry shares with par value and entitled to five votes each and 47,553,355 Class B ordinary, book-entry shares with par value and entitled to one vote each, which, as a whole, represent 7.25% of the Bank’s capital stock and 7.91% of the votes. Mr. Brito acquired 1,007,913 Class A Shares and 23,776,678 Class B Shares and Mr. Carballo 1,007,913 Class A Shares and 23,776,677 Class B Shares.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
General
We are managed by our board of directors, which is currently comprised of ten members and three alternate members.
Duties and liabilities of directors
Under Argentine corporations law, directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to a corporation, the shareholders and third parties for the improper performance of their duties, for violating the law, the corporation’s bylaws or regulations, if any, and for any damage caused by fraud, abuse of authority or gross negligence.
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The following are considered integral to a director’s duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or to allow another to take advantage, by action or omission, of the business opportunities of the company; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation’s bylaws or the shareholders’ or the board of directors resolution have intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the company’s interests. A director must inform the board of directors and the supervisory committee of any conflicting interest he may have in a proposed transaction and must abstain from voting thereon.
Under Argentine law, the board of directors is in charge of the management and administration of the Bank and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine corporations law, the Bank’s bylaws and other applicable regulations. Furthermore, the board is generally responsible for the execution of the resolutions passed by shareholders meetings and for the performance of any particular task expressly delegated by the shareholders. In general, our board of directors is more involved in operating decision-making than might be customary in other jurisdictions.
Board of directors
The following table sets forth information about the members and alternate members of our board of directors:
Name | | Position | | Age | | Year of Appointment | |
| |
| |
| |
| |
Jorge Horacio Brito | | Chairman | | 53 | | 2006 | |
Delfín Jorge Ezequiel Carballo | | Vice Chairman | | 53 | | 2006 | |
Fernando Andrés Sansuste | | Director | | 53 | | 2006 | |
Juan Pablo Brito Devoto | | Director | | 46 | | 2006 | |
Jorge Pablo Brito | | Director | | 26 | | 2006 | |
Luis Carlos Cerolini | | Director | | 52 | | 2006 | |
Roberto Julio Eilbaum | | Director | | 61 | | 2006 | |
Alejandro Macfarlane | | Director | | 40 | | 2006 | |
Carlos Enrique Videla | | Director | | 61 | | 2006 | |
Guillermo Eduardo Stanley | | Director | | 58 | | 2006 | |
Mario Eduardo Bartolomé | | Alternate director | | 60 | | 2006 | |
Ernesto Eduardo Medina | | Alternate director | | 39 | | 2006 | |
Hugo Raúl Garnero | | Alternate director | | 59 | | 2006 | |
The following family relationships exist within the board of directors: (i) Chairman Jorge Horacio Brito and Vice Chairman D. J. Ezequiel Carballo are brothers-in-law; (ii) Director Jorge Pablo Brito is the son of Chairman Jorge Horacio Brito and the nephew of vice chairman D. J. Ezequiel Carballo; and (iii) Chairman Jorge Horacio Brito and Director Juan Pablo Brito are cousins.
The ordinary and extraordinary shareholders’ meeting held on April 28, 2006 fixed at ten the number of regular directors and the number of alternate directors, at three. The ordinary and extraordinary shareholders’ meeting noted Messrs. Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste, Juan Pablo Brito Devoto, Roberto Julio Eilbaum, Luis Carlos Cerolini, Jorge Pablo Brito, Mario Eduardo Bartolomé and Ernesto Eduardo Medina as non-independent directors and Messrs. Carlos Enrique Videla, Alejandro Macfarlane, Guillermo Eduardo Stanley and Hugo Raúl Garnero, as independent directors.
Additionally, the shareholders’ meeting determine that Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo and Jorge Pablo Brito hold office for three fiscal years; Messrs. Juan Pablo Brito Devoto, Roberto Julio Eilbaum and that Luis Carlos Cerolini hold office for two fiscal years, and Messrs. Fernando Andres Sansuste, Carlos Enrique Videla, Alejandro Macfarlane and Guillermo Eduardo Stanley hold office for one fiscal year.
Senior Management
Our senior management oversees our day-to-day operations to ensure that our overall strategic objectives are being implemented and reports to our chief executive officer and our chief financial officer. In addition, we have the following committees comprised of different directors and senior management: internal audit committee; senior credit committee and operations and systems.
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The following table sets forth certain relevant information of our current executive officers and our senior management.
Name | | Position | | Age | | Year of Appointment | |
| |
| |
| |
| |
Jorge Horacio Brito | | Chief Executive Officer | | 53 | | 2006 | |
Delfín Jorge Ezequiel Carballo | | Chief Financial Officer | | 53 | | 2006 | |
Fernando Andrés Sansuste | | Chief comptroller | | 53 | | 2006 | |
Juan Pablo Brito Devoto | | Chief accounting officer | | 46 | | 2006 | |
Guillermo Goldberg | | Commercial general manager | | 49 | | 2006 | |
Julia Inés Carreras | | Operations and technology general manager | | 55 | | 2006 | |
Alejandro Becka | | Credit risk manager | | 35 | | 2006 | |
Mario Eduardo Bartolomé | | Administration manager | | 60 | | 2006 | |
Cármen Estévez | | Internal audit manager | | 49 | | 2006 | |
Ana M. M. Marcet | | Credit portfolio manager | | 45 | | 2006 | |
Horacio Systac | | Corporate banking manager | | 49 | | 2006 | |
Brian Anthony | | Branch network manager | | 32 | | 2006 | |
Ernesto Eduardo Medina | | Finance manager | | 39 | | 2006 | |
Milagro Medrano | | Planning and management control manager/Institutional relations manager | | 29 | | 2006 | |
María Begoña Pérez de Solay | | Retail banking manager | | 35 | | 2006 | |
Francisco Martín Sguera | | Legal manager | | 33 | | 2006 | |
César Pablo Rossi | | Tax and subsidiaries manager | | 39 | | 2006 | |
Daniel Hugo Violatti | | Accountancy manager | | 44 | | 2006 | |
Set forth below are brief biographical descriptions of the members of our board of directors and our senior management. The business address of each of our current directors and management is Sarmiento 447, Buenos Aires, Republic of Argentina.
Jorge Horacio Brito was born on July 23, 1952. He is the chairman of our board of directors and the senior member of our credit committee. He has been with our bank since June 1988. Mr. Brito is the chairman of Asociación de Bancos Argentinos, or Argentine Bank Association, or ADEBA, and he was the vice-chairman of Asociación de Bancos Públicos y Privados de la Argentina, or Public and Private Banks Argentine Association, or ABAPPRA. He also serves as chairman of the board of directors of Nuevo Banco Suquía, Sud Inversiones y Análisis S.A. and of Macro Securities S.A. Sociedad de Bolsa, and Inversora Juramento S.A. and director of Repsol Y.P.F.
Delfín Jorge Ezequiel Carballo was born on November 21, 1952. He is the vice-chairman of our board of directors and a member of our service credit committee. Mr. Carballo holds a law degree from the Law School of the Catholic University in Argentina. He has been with our bank since June 1988. Mr. Carballo also serves as vice-chairman of the board of directors of Nuevo Banco Suquía, Inversora Juramento S.A., Sud Inversiones y Análisis S.A., Macro Securities S.A. Sociedad de Bolsa and as chairman of the board of directors of Agropecuaria Macume S.A.
Fernando Andrés Sansuste was born on July 5, 1952. He is a member of our board of directors and a non-independent member of our audit committee and our internal audit committee. He has been with our bank since December 1988. Mr. Sansuste holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Sansuste also serves as chairman of the board of directors of Macro Valores S.A., and director of Nuevo Banco Suquía, Sud Inversiones y Análisis S.A. and of Macro Securities S.A. Sociedad de Bolsa.
Juan Pablo Brito Devoto was born on March 25, 1960. He is a member of our board of directors, our internal audit committee and our operations and systems committee. He has been with our bank since December 1992. Mr. Brito Devoto holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Brito Devoto also serves as director of Nuevo Banco Suquía, Macro Valores S.A. and Sud Inversiones y Análisis S.A.
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Jorge Pablo Brito was born on June 29, 1979. He is a member of our board of directors, our senior credit committee and our operations and systems committee. He has been a member of the board since June 2002. Mr. Brito also serves as director of Nuevo Banco Suquía and Inversora Juramento S.A., Macro Valores S.A. and as chairman of Macro Warrants S.A.
Luis Carlos Cerolini was born on January 27, 1954. He is a member of our board of directors and has been a member of the board since April 2000. Mr. Cerolini holds a law degree and a master in legal foreign affairs from the Law School of the National University of Córdoba in Argentina. Mr. Cerolini also serves as director of Nuevo Banco Suquía, Macro Warrants S.A. and Sud Inversiones y Análisis S.A.
Roberto Julio Eilbaum was born on December 23, 1944. He is a member of our board of directors, and has been a member of the board since June 2002. Mr. Eilbaum holds a law degree from the Law School of the University of Buenos Aires in Argentina. Mr. Eilbaum also serves as director of Nuevo Banco Suquía.
Alejandro Macfarlane was born on August 16, 1965. He is a director and an independent member of our audit committee. Mr. Macfarlane has been on the board of directors since April 2005.
Carlos Enrique Videla was born on March 21, 1945. He is a member of our board of directors and an independent member of our audit committee and our internal audit committee. He has been a member of the board since December 1999. Mr. Videla holds a law degree from the Law School of the Catholic University of Argentina. Mr. Videla also serves as alternate director of Nuevo Banco Suquía.
Guillermo Eduardo Stanley was born on April 27, 1948. He is a member of our board of directors, since May 2006.
Mario Eduardo Bartolomé was born on August 12, 1945. He is an alternate member of our board of directors and our administration manager. Mr. Bartolomé has served on the board of directors since July 2004.
Ernesto Eduardo Medina was born on January 9, 1967. He is an alternate member of our board of directors, a member of our operations and systems committee and our finance manager. He has been a member of our staff since February 1989. Mr. Medina holds a public accountant and business administration degree from the School of Economics of the University of Buenos Aires in Argentina. In addition, Mr. Medina holds a degree in systems analysis from the University of Buenos Aires in Argentina. Mr. Medina also serves as director of Macro Securities S.A. Sociedad de Bolsa, MAE and Argenclear S.A.
Hugo Raúl Garnero was born on February 10, 1947. He is an alternate member of our board of directors. Mr. Garnero holds a public accountant degree from the University of Rosario in Argentina.
Julia Inés Carreras was born on January 28, 1951. She is our operations and systems manager. She has been a member of our staff since November 2004. Ms. Carreras holds a scientific information technology engineering degree from the School of Science of the University of Buenos Aires in Argentina.
Ana María Magdalena Marcet was born on February 24, 1961. She is our credit manager, as well as the relations manager with the Central Bank. She has been a member of our staff since December 1996. Ms. Marcet holds a public accountant, economics and business administration degree from the School of Economics of the University of Buenos Aires and a master’s in banking management from the University of CEMA, both located in Argentina.
María Begoña Pérez de Solay was born on March 28, 1971. She is a member of our operations and systems committee and our retail banking manager. Ms. Pérez de Solay holds an architecture degree from the University of Belgrano in Argentina and a masters in business administration from the University of CEMA in Argentina.
Daniel Hugo Violatti was born on May 27, 1962. He is our controller. He has been a member of our staff since December 1997. Mr. Violatti holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina.
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Cármen Esther Estévez was born on April 28, 1957. She is our internal audit manager and a member of our internal audit committee. Ms. Estévez holds a public accountant degree and a masters degree in system audits from the School of Economics of the University of Buenos Aires in Argentina. She has been a member of our staff since October 1997.
Milagro Medrano was born on October 27, 1976. She is our planning and management control manager, our institutional relations manager and a member of our operations and systems committee. Ms. Medrano holds a business management degree from the Catholic University of Salta in Argentina. She has been a member of our staff since April 1997.
César Pablo Rossi was born in November 29, 1966. He is our tax and subsidiaries manager. Mr. Rossi holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. He has been a member of our staff since January 2005.
Francisco Martín Sguera was born on July 14, 1972. He is our legal manager. Mr. Sguera holds a law degree from the School of Law of the University of Buenos Aires, as well as a masters in trusts and a masters in banking law from Austral University in Argentina. Mr. Sguera has been with us since December 1996.
Guillermo Goldberg was born on January 30, 1957. Mr. Goldberg holds an economics degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Goldberg has been with us since July 2005.
Alejandro Becka was born on April 23, 1970. He is our credit risk manager and a member of our credit committee. Mr. Becka holds a public accounting degree from the School of Economics of the University of Buenos Aires in Argentina. In addition, he holds a post-graduate degree in finance from the Torcuato Di Tella University also in Argentina. Mr. Becka has been with us since September 1994.
Horacio Systac was born on March 7, 1956. He is our Corporate banking manager. Mr. Systac holds a public accounting degree from the Catholic University of Buenos Aires in Argentina. Mr. Systac has been with us since September 2005.
Brian Anthony was born on April 17, 1973. He is our banch network manager. Mr. Anthony holds a engineering degree from the Catholic University of Buenos Aires in Argentina. Mr. Anthony has been with us since September 2005.
B. Compensation
Argentine law provides that the compensation paid to all directors and syndics (including those directors who are also members of senior management) in a fiscal year may not exceed 5.0% of net income for such year, if the company is not paying dividends in respect of such net income. Argentine law increases the annual limitation on director compensation to up to 25.0% of net income based on the amount of such dividends, if any are paid. The board of directors determines the compensation of directors who are also members of senior management, with the affected directors abstaining. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforesaid limits may be exceeded if a shareholders’ meeting so approves and such issue is included in the agenda and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the supervisory committee requires shareholders’ ratification at an ordinary meeting.
The aggregate amount of compensation paid by us to all of our directors, alternate directors and senior management during fiscal year 2005 was Ps 17.8 million.
Neither we nor any of our subsidiaries have entered into any agreement that provides for any benefit or compensation to any director after the expiration of his term or upon his retirement.
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C. Board Practices
Corporate Governance
As a listed company on the New York Stock Exchange (“NYSE”), we are required under the rules governing listed companies to disclose any significant ways in which our corporate governance practices differ from those followed by domestic companies under the NYSE listing standards. We incorporate the information regarding the significant ways in which our corporate governance practices differ from those followed by domestic companies under the NYSE listing standards by reference to our website www.macrobansud.com.ar.
Independence of the members of the board of directors and the supervisory committee
The members of the board of directors and the supervisory committee of a public company such as us must inform the CNV within ten days from the date of their appointment whether such members of the board of directors or the supervisory committee are “independent.” A director shall not be considered independent in certain situations, including where a director (i) owns a 35% equity interest in a company, or a lesser interest if such director has the right to appoint one or more directors of a company (hereinafter ‘‘significant participation’’) or has a significant participation in a corporation having a significant participation in the company or a significant influence in the company, (ii) depends on shareholders, or is otherwise related to shareholders, having a significant participation in the company or of other corporations in which these shareholders have directly or indirectly a significant participation or significant influence, (iii) is or has been in the previous three years an employee of the company; (iv) has a professional relationship or is a member of a corporation that maintains professional relationships with, or receives remuneration (other than the one received in consideration of his performance as a director) from, a company or its shareholders having a direct or indirect significant participation or significant influence on the same, or with corporations in which the shareholders also have a direct or indirect significant participation or a significance influence; (v) directly or indirectly sells or provides goods or services to the company or to the shareholders of the same who have a direct or indirect significant participation or significant influence, for higher amounts than his remuneration as a member of the administrati ve body; or (vi) is the spouse or parent (up to second grade of affinity or up to fourth grade of consanguinity) of persons who, if they were members of the administrative body, would not be independent, according to the above listed rules.
Carlos Enrique Videla, Alejandro Macfarlane, Guillermo Eduardo Stanley and Hugo Raúl Garnero qualify as independent members of the board of directors under these criteria.
For information on the expiration of current terms see “Item 6.A .”
For information on service contracts with directors providing benefits upon termination of employment see Item “6.B Compensation.”
Supervisory committee
Our bylaws provide for a supervisory committee, which consists of three syndics and three alternate syndics that serve for a term of one fiscal year. Pursuant to the Argentine corporate law, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as syndics of an Argentine sociedad anónima, or limited liability corporation.
The primary responsibilities of the supervisory committee are to monitor the management’s compliance with Argentine corporate law, the bylaws, its regulations, if any, and the shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) attending meetings of the board of directors, management committee and shareholders, (ii) calling extraordinary shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the board of directors and (iii) investigating written complaints of shareholders. In performing these functions, the supervisory committee does not control our operations or assess the merits of the decisions made by the directors.
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The following table sets forth certain relevant information of the members of our supervisory committee, each who have terms that expire in April 2007.
Name | | Position | | Age | | Year of Appointment | | Current Term Ends | |
| |
| |
| |
| |
| |
Fernando Aner | | Syndic | | 53 | | 2006 | | April 2007 | |
Santiago Marcelo Maidana | | Syndic | | 76 | | 2006 | | April 2007 | |
Ladislao Szekely | | Syndic | | 52 | | 2006 | | April 2007 | |
Alejandro Almarza | | Alternate syndic | | 48 | | 2006 | | April 2007 | |
Horacio Della Rocca | | Alternate syndic | | 52 | | 2006 | | April 2007 | |
Alejandro Carlos Piazza | | Alternate syndic | | 51 | | 2006 | | April 2007 | |
Set forth below are brief biographical descriptions of the members of our supervisory committee.
Herman Fernando Aner is a syndic on our supervisory committee. Mr. Aner holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Aner also serves as syndic of Nuevo Banco Suquía, Macro Securities S.A. Sociedad de Bolsa and Sud Inversiones y Análisis S.A. Mr. Aner was admitted to the Accountants Professional Association of the City of Buenos Aires in 1981.
Santiago Marcelo Maidana is a syndic on our supervisory committee. Mr. Maidana holds a law degree from the University of Buenos Aires in Argentina. Mr. Maidana was admitted to the Bar of the City of Buenos Aires in 1957.
Ladislao Szekely is a syndic on our supervisory committee. Mr. Szekely holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Szekely also serves as syndic of Nuevo Banco Suquía, Macro Securities S.A. Sociedad de Bolsa and Sud Inversiones y Análisis S.A. Mr. Szekely was admitted to the Accountants Professional Association of the City of Buenos Aires in 1979.
Alejandro Almarza is an alternate syndic on our supervisory committee. Mr. Almarza holds a public accountant degree from the University of Buenos Aires in Argentina. Mr. Almarza was admitted to the Accountants Professional Association of the City of Buenos Aires in 1983.
Horacio Della Rocca is an alternate syndic on our supervisory committee. Mr. Della Rocca holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Della Rocca was admitted to the Accountants Professional Association of the City of Buenos Aires in 1977.
Alejandro Carlos Piazza is an alternate syndic on our supervisory committee. Mr. Piazza holds a public accountant and business administration degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Piazza also serves as an alternate syndic of Nuevo Banco Suquía, Macro Securities S.A. Sociedad de Bolsa, Macro Valores S.A.and Sud Inversiones y Análisis S.A.
Audit committee
Our audit committee is comprised of three directors, two of whom have independent status according to CNV rules, and one alternate directors, who is independent. The Argentine independence standards under CNV rules differ in many ways from the NYSE, NASDAQ or the U.S. federal securities law standards.
All of the members of our audit committee who were most recently appointed through a resolution of the board of directors dated May 12, 2006 were elected for one-fiscal year renewable terms.
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The audit committee is responsible for the fulfillment of the duties within its powers, as set forth under the Argentine Decree No. 677/2001, including, among others, the following: (i) delivering an opinion regarding the board of director’s proposal of appointment of our external auditors and controlling their independent status, (ii) supervising the correct performance of our internal control and accounting systems, (iii) supervising the observance of the policies regarding information about our risk management, and (iv) delivering an opinion regarding transactions with related parties or transactions that may threaten any conflicts of interest. Furthermore, the audit committee has unlimited access to our books and registers and a right to request as much information as necessary for the performance of its duties.
The following table sets forth certain relevant information of the members of the audit committee, each of whom their current term ends in May 2006:
Name | | Position | | Age | | Year of Appointment | | Status | |
| |
| |
| |
| |
| |
Fernando Andrés Sansuste | | Chairman | | 53 | | 2006 | | Non-independent | |
Carlos Enrique Videla | | Vice-chairman | | 61 | | 2006 | | Independent | |
Alejandro Macfarlane | | Member | | 40 | | 2006 | | Independent | |
Hugo Raúl Garnero | | Alternate member | | 59 | | 2006 | | Independent | |
Committees reporting to the board of directors and to the CEO and the CFO
The following committees are under the supervision of our board of directors: the internal audit committee, the operations and the systems committee and the senior credit committee.
Internal audit committee. The internal audit committee is responsible for supervising the correct functioning of our internal control systems and procedures. Furthermore, this committee reviews our annual and quarterly financial statements, the external auditor’s reports, the relevant financial information and the audit committee’s reports.
The following table sets forth certain relevant information of the members of the internal audit committee.
Name | | Position |
| |
|
Juan Pablo Brito Devoto | | Director |
Fernando Andrés Sansuste | | Director |
Carlos Enrique Videla | | Director (Independent) |
Carmen Estévez | | Internal audit manager |
Operations and systems committee. The operations and systems committee is responsible for the issuance of the operations and systems management policies. Furthermore, this committee verifies that the several management plans are in accordance with our business strategy and oversees the implementation of our strategic projects.
The following table sets forth certain relevant information of the members of the operations and systems committee.
Name | | Position |
| |
|
Jorge Pablo Brito | | Director |
Juan Pablo Brito Devoto | | Director |
Julia Inés Carreras | | Operations and systems manager |
Ernesto Eduardo Medina | | Finance manager |
Milagro Medrano | | Planning and management control manager |
María Begoña Pérez de Solay | | Retail banking manager |
Daniel Hugo Violatti | | Accountancy manager |
Senior credit committee. The senior credit committee is responsible for the issuance of our credit policy and credit analysis guidelines. Furthermore, this committee reviews and approves credit transactions in excess of Ps.1,000,000 and examines periodic reports related to our loan portfolio.
The following table sets forth certain relevant information of the members of the senior credit committee.
Name | | Position |
| |
|
Jorge Horacio Brito | | Chairman |
Delfín Jorge Ezequiel Carballo | | Vice chairman |
Jorge Pablo Brito | | Director |
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D. Employees
As of December 31, 2005, we had 5,054 employees, 1,782 of whom worked at our headquarters and the remaining 3,272 at our branches. At December 31, 2005, approximately 97% of our employees were represented by a national bank union, which negotiates a collective bargaining agreement setting minimum wages for all of its members. We maintain good relations with our union and non-union employees and have never experienced a work stoppage. In connection with our offer in the public auction for Nuevo Banco Suquía we agreed not to lay off Nuevo Banco Suquía employees, however after the end of the fiscal year, unplanned layoffs occurred, not related to severance plans but to the normal course of business and the bank’s personnel policies. The payments related to the layoffs were immaterial.
| | As of December 31, | |
| |
| |
Employees | | 2003 | | 2004 | | 2005 | |
| |
| |
| |
| |
Headquarters | | | 1,052 | | | 1,594 | | | 1,782 | |
Branches | | | 1,762 | | | 3,178 | | | 3,272 | |
| |
|
| |
|
| |
|
| |
Total | | | 2,814 | | | 4,772 | | | 5,054 | |
| |
|
| |
|
| |
|
| |
E. Share Ownership
The persons who are currently members of our board of directors, our supervisory committee or are our senior management held as a group 290,515,330 shares of our capital stock as of May 31, 2006. This represented approximately 42.5% of our outstanding capital stock as of such date. Other than Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Juan Pablo Brito Devoto, Carlos Enrique Videla and Fernando Andrés Sansuste, no member of our board of directors, the supervisory committee or any member of senior management beneficially owned shares as of May 31, 2006.
The following table sets forth the beneficial ownership of our shares by the members of our board of directors, our supervisory committee and members of senior management:
Shareholder Name | | Number of shares owned | | Percentage of capital stock on a fully-diluted basis (%) | |
| |
| |
| |
Jorge Horacio Brito | | | 148,020,858 | | | 21.64 | |
Delfín Jorge Ezequiel Carballo | | | 133,781,721 | | | 19.56 | |
Juan Pablo Brito Devoto | | | 8,691,999 | | | 1.27 | |
Carlos Enrique Videla | | | 20,676 | | | 0.00 | |
Fernando Andrés Sansuste | | | 76 | | | 0.00 | |
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
As of May 31, 2006, we had 683,943,437 outstanding shares of common stock, consisting of 11,235,670 Class A shares and 672,707,767 Class B shares. Each share of our common stock represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. As of May 31, 2006, we had 5,078 holders of record of our shares.
The table below sets forth information concerning the ownership of our Class A and Class B shares as of December 31, 2005, and after giving effect to the global offering, for each of our shareholders that beneficially own 5% or more of our common stock.
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| | Number of shares | | Percentage of | |
| |
| |
| |
| | Class A | | Class B | | Voting power prior to the offering | | Capital stock prior to the offering | | Voting power after the offering | | Capital stock after the offering | |
| |
| |
| |
| |
| |
| |
| |
Jorge Horacio Brito(1)(2) | | | 4,110,747 | | | 151,596,522 | | | 26.3 | | | 25.6 | | | 20.0 | | | 18.9 | |
Delfín Jorge Ezequiel Carballo(1) | | | 3,795,903 | | | 133,128,606 | | | 22.5 | | | 22.5 | | | 17.7 | | | 16.7 | |
Fernando Andrés Sansuste | | | 2,015,826 | | | 60,427,017 | | | 10.8 | | | 10.3 | | | 8.2 | | | 7.6 | |
Juan Pablo Brito Devoto(2) | | | 281,590 | | | 10,682,219 | | | 1.8 | | | 1.8 | | | 1.4 | | | 1.3 | |
Other Shareholders | | | 1,031,604 | | | 241,873,403 | | | 39.9 | | | 39.9 | | | 52.7 | | | 55.5 | |
Total | | | 11,235,670 | | | 597,707,767 | | | 100.0 | | | 100.0 | | | 100.0 | | | 100.0 | |
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(1) | Mssrs. Brito and Carballo are brothers-in-law. |
(2) | Mssrs. Brito and Brito Devoto are cousins. |
The table below represents the evolution of our capital stock and the material changes in equity participation of the controlling shareholders, in both cases, since June 30, 2002.
Date | | Capital Stock (Ps.) | | Event | | Controlling Shareholders | |
| |
| |
| |
| |
June 30, 2002 | | 64,410,357 | | Capital increase | | Banco Macro S.A. 59.58% | |
January 31, 2003 | | 455,242,646 | | Capitalization of irrevocable capital contributions | | Banco Macro S.A. 81.23% | |
December 31, 2003 | | 608,943,437 | | Merger with Banco Macro S.A. | | Jorge H. Brito 30.93% | |
| | | | | | Delfín Jorge Ezequiel Carballo 25.73% | |
| | | | | | Fernando Andrés Sansuste 11.75% | |
| | | | | | Juan Pablo Brito Devoto 2.12% | |
March 23, 2006 | | 683,943,437 | | Capital Increase | | Jorge H. Brito 18.9% | |
| | | | | | Delfín Jorge Ezequiel Carballo 16.7% | |
| | | | | | Fernando Andrés Sansuste 7.6% | |
| | | | | | Juan Pablo Brito Devoto 1.3% | |
May 12, 2006 | | 683,943,437 | | Transference of shares | | Jorge H. Brito 21.64% | |
| | | | | | Delfín Jorge Ezequiel Carballo 19.56% | |
| | | | | | Juan Pablo Brito Devoto 1.27% | |
B. Related party transactions
We are not party to any transactions with, and have not made any loans to, any of our directors, key management personnel or other related persons, nor are there any proposed transactions with such persons, except for those permitted by applicable law. Some of our directors have been involved in certain credit transactions with us. The Argentine Corporations’ Law and Central Bank regulations allow directors of a corporation to enter into a transaction with such corporation if the transaction is in line with prevailing market practice. Additionally, lending to persons or entities affiliated with us is subject to the regulations of the Central Bank. These regulations set limits on the amount of credit that can be extended to affiliates based on, among other things, a percentage of our adjusted shareholders’ equity.
We are required by the Central Bank to present, on a monthly basis, a list of the outstanding amount of credit advanced to directors, controlling shareholders, officers and other related entities that is recorded in the minute book of the Board of Directors. Central Bank Rules establish that loans to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public.
For each of December 31, 2005, 2004, 2003 and 2002, an aggregate of Ps.92.6 million, Ps.66.8 million, Ps.26.2 million and Ps.17.0 million, respectively, in financial assistance granted by us (credit, including guarantees granted) was outstanding to related parties. ‘‘Related parties’’ is defined as our directors, our senior officers, our syndics, our controlling shareholders as well as individuals related to them and any entities directly or indirectly affiliated with any of these parties that are not required to be consolidated. The single largest amount of financial assistance outstanding as of December 31, 2005, was Ps.42.21 million to Inversores Juramento S.A., a company owned by our controlling shareholders.
C. Interest of experts and councel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
See Item 18 and our audited consolidated financial statements included in this annual report.
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Legal Proceedings
We are involved in normal collection proceedings and other legal proceedings in the ordinary course of business. We are not involved in any litigation or other legal proceedings that, if adversely determined, would individually or in the aggregate have a material adverse effect on our operations.
Dividend Policy
Although we do not have, and have no current plans to adopt, a formal dividend policy governing the amount and payment of dividends, we currently intend to pay dividends subject to approval by a majority vote of our shareholders. All shares of our capital stock rank pari passu with respect to the payment of dividends.
The following table sets forth the cash dividends paid to our shareholders in 2004, 2005 and 2006. All banks were prohibited by the Central Bank from paying dividends in respect of the results of 2001 and 2002.
Based on financial statements for year ended December 31, | | Payment Dates | | Dividends per Share | | Aggregate Dividend Payment | |
| |
| |
| |
| |
| | | | (in pesos) | | (in millions of pesos) | |
2003 | | July 2004 | | 0.10 | | 60.9 | |
2004 | | April 2005 | | 0.05 | | 30.4 | |
2005 | | May 2006 | | 0.10 | | 68.4 | |
Holders of the ADSs will be entitled to receive any dividends payable in respect of the underlying Class B shares. We intend to pay cash dividends to the depositary in pesos, although we reserve the right to pay cash dividends in any other currency, including U.S. dollars. The deposit agreement provides that the depositary will convert cash dividends received by the depositary in pesos to U.S. dollars and, after a deduction or upon payment of fees and expenses of the depositary, will make payment to holders of the ADSs in U.S. dollars.
Central Bank and contractual limitations on distribution of dividends
Central Bank Communication A4152 requires the prior authorization of the Central Bank for the distribution of dividends by banks. In order to calculate the amount available for distribution, the Central Bank requires banks to subtract from retained earnings the difference between the technical value of holdings of BODEN 2007, BODEN 2012 and BODEN 2013 in the financial statements and their market value. In addition, the Central Bank requires banks to subtract from unappropriated retained earnings amounts related to minimum presumed income tax that are carried as an asset.
By means of an authorization dated April 18, 2005, the Central Bank approved the distribution of dividends corresponding to our fiscal year ended December 31, 2004. Through another authorization dated April 21, 2006, the Central Bank approved the distribution of dividends corresponding to our fiscal year ended December 31, 2005.
As a result of an agreement executed between us and the Fondo Fiduciario de Asistencia a Entidades Financieras y Seguros with respect to a subordinated bond with Ps.16 million outstanding, we are not allowed to distribute dividends in cash in an amount higher than 50% of our net income. Additionally, if we distribute more than 25% of our net income, we are required to prepay our subordinated bond in an amount equal to 50% of the total amount to be distributed as cash dividends.
Amounts available for distribution and distribution approval process
Under Argentine corporate law, declaration and payment of annual dividends, to the extent funds are legally available, is determined by our shareholders at the annual ordinary shareholders’ meeting. Generally, but not necessarily, the board of directors makes a recommendation with respect to the payment of dividends.
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Dividends may be lawfully declared and paid only out of our retained earnings stated in our yearly financial statements according to Central Bank Rules and approved by a shareholders’ meeting as described below.
The board of directors submits our financial statements for the preceding fiscal year, together with reports thereon by the supervisory committee, at the annual ordinary shareholders’ meeting for approval. Within four months of the end of each fiscal year, an ordinary shareholders’ meeting must be held to approve the financial statements and determine the allocation of our net income for such year.
Under applicable CNV regulations, cash dividends must be paid to shareholders within 30 days of the shareholders’ meeting approving such dividends. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of the authorization of the CNV for the public offering of the shares arising from such dividends.
Legal reserve requirement
According to Law N°. 21,526, Ley de Entidades Financieras, Argentine Financial Institutions Law, and Central Bank regulations, we are required to maintain a legal reserve of 20% of our yearly income plus or minus the results of prior years. The legal reserve is not available for distribution to shareholders. Under Argentine corporate law and our bylaws, our yearly net income (as adjusted to reflect changes in prior results) is allocated in the following order: (i) to comply with the legal reserve requirement, (ii) to pay the accrued fees of the members of the board of directors and statutory supervisory committee; (iii) to pay fixed dividends, which shall be applied first to pending and unpaid dividends and holders of preferred stock (if applicable); (iv) for voluntary or contingent reserves, as may be resolved from time to time by our shareholders at the annual ordinary shareholders’ meeting; and (v) the remainder of the net income for the year may be distributed as dividends on common stock or as otherwise decided by our shareholders at the annual ordinary shareholders’ meeting.
B. Significant Changes
Except as otherwise disclosed in this annual report, there has been no undisclosed significant change since the date of the most recent annual financial statements included herein.
Item 9. The Offer and Listing
A. Offer and listing details
The table below shows the high and low closing prices in pesos for our Class B shares on the Buenos Aires Stock Exchange for the periods indicated:
| | Ps. per Class B Share | |
| |
| |
Banco Macro Bansud | | High | | Low | |
| |
| |
| |
2006: | | | | | |
January | | 5.86 | | 5.32 | |
February | | 6.06 | | 5.62 | |
March | | 7.00 | | 5.85 | |
April | | 7.14 | | 6.65 | |
May | | 7.37 | | 5.93 | |
2005: | | | | | |
1st quarter | | 4.35 | | 3.47 | |
2nd quarter | | 4.28 | | 3.58 | |
3rd quarter | | 5.31 | | 3.60 | |
4th quarter | | 5.45 | | 4.65 | |
December | | 5.45 | | 4.66 | |
2004: | | | | | |
1st quarter | | 3.69 | | 2.51 | |
2nd quarter | | 3.48 | | 2.19 | |
3rd quarter | | 3.33 | | 2.68 | |
4th quarter | | 3.76 | | 3.12 | |
|
Source: Buenos Aires Stock Exchange Bulletin. |
| |
(1) | Based on a ratio of ten Class B shares for each ADS and the exchange reference rate quoted by the Central Bank of pesos to U.S. dollars at the close of the last day of each period presented. |
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Banco Macro and Banco Bansud merged in December 2003 and began trading on December 24, 2003 under the symbol “BSUD.” In January 2002, we acquired a controlling interest in the former Banco Bansud, but the shares of the two banks traded separately until their merger.
The table below sets forth the high and low closing prices in pesos and the average daily trading volumes for the common shares of Banco Macro on the Buenos Aires Stock Exchange for the periods indicated:
Banco Macro
| | Ps. per Share | |
| |
| |
| | High | | Low | |
| |
| |
| |
2003: | | | | | |
1st quarter | | 17.20 | | 16.00 | |
2nd quarter | | 28.70 | | 20.00 | |
3rd quarter | | 30.50 | | 26.00 | |
4th quarter | | 41.30 | | 30.00 | |
2002: | | | | | |
1st quarter | | — | | — | |
2nd quarter | | 4.10 | | 3.40 | |
3rd quarter | | — | | — | |
4th quarter | | 17.60 | | 10.00 | |
2001: | | | | | |
1st quarter | | 4.25 | | 4.50 | |
2nd quarter | | 4.00 | | 4.00 | |
3rd quarter | | 4.00 | | 3.40 | |
4th quarter | | 3.40 | | 3.40 | |
|
Source: Buenos Aires Stock Exchange Bulletin. |
The table below sets forth the high and low closing prices in pesos and the average daily trading volumes for the Class B shares of Banco Bansud on the Buenos Aires Stock Exchange for the periods indicated:
Banco Bansud
| | Ps. per Class B Share | |
| |
| |
| | High | | Low | |
| |
| |
| |
2003: | | | | | |
1st quarter | | 1.65 | | 1.04 | |
2nd quarter | | 2.20 | | 1.45 | |
3rd quarter | | 2.16 | | 1.80 | |
4th quarter | | 2.99 | | 2.05 | |
2002: | | | | | |
1st quarter | | 0.70 | | 0.33 | |
2nd quarter | | 0.55 | | 0.30 | |
3rd quarter | | 1.06 | | 0.46 | |
4th quarter | | 1.74 | | 0.90 | |
2001: | | | | | |
1st quarter | | 1.74 | | 0.90 | |
2nd quarter | | 1.31 | | 0.80 | |
3rd quarter | | 1.07 | | 0.30 | |
4th quarter | | 0.54 | | 0.30 | |
|
Source: Buenos Aires Stock Exchange Bulletin. |
The ordinary shares trade on the New York Stock Exchange in the form of ADSs issued by The Bank of New York, as depositary. Each ADS represents ten ordinary shares. The table below shows the quarterly high and low market prices of the ADSs in dollars on the New York Stock Exchange for the periods indicated.
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| | US$. per ADS | |
| |
| |
Banco Macro Bansud | | High | | Low | |
| |
| |
| |
2006: | | | | | |
March | | 23.35 | | 22.38 | |
April | | 23.60 | | 21.86 | |
May | | 24.54 | | 19.55 | |
B. Plan of Distribution
Not applicable.
C. Markets
Our Class B shares are currently traded on the Buenos Aires Stock Exchange under the symbol ‘BSUD’. Additionally, our ADSs are trading on the NYSE since March 24, 2006 under the symbol “BMA.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable
B. Memorandum and Articles of Association
General
We are a financial institution incorporated on November 21, 1966 as a sociedad anónima, or a stock corporation, duly incorporated under the laws of Argentina for a 99-year period and registered on March 8, 1967 with the Public Registry of Commerce of the City of Buenos Aires, Argentina, under Nr. 1154 of Book 2, Volume 75 of Sociedades Anónimas.
As of December 31, 2005, our capital stock consists of Ps.608,943,437, represented by 11,235,670 common, book-entry Class A shares, with a par value of one peso each and the right to five votes per share, and 597,707,767 common, book-entry Class B shares, with a par value of one peso each and the right to one vote per share.
As of May 31, 2006, our capital stock consists of Ps.683,943,437, represented by 11,235,670 common, book-entry Class A shares, with a par value of one peso each and the right to five votes per share, and 672,707,767 common, book-entry Class B shares, with a par value of one peso each and the right to one vote per share.
Under our bylaws, we may issue different classes of shares of common stock entitled with one to five votes per share.
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However, as long as we remain public we cannot issue additional shares of any class of capital stock that could entitle the holder thereof to more than one vote per share. All outstanding shares are fully paid. Our Class B shares have been listed on the Buenos Aires Stock Exchange since 1993. Our ADSs have been listed in the New York Stock Exchange since March 24, 2006. Holders of Class A shares are permitted to convert their shares into Class B shares on a one-for-one basis.
Corporate purpose
Our bylaws sets forth that our corporate purpose is to engage within or outside of Argentina in any banking transaction contemplated and authorized under the FIL, and other laws, rules and regulations governing banking activities in the place of performance, under the guidelines and with prior authorization, if appropriate, of the Central Bank. In addition, we are capable of acting as an agent in connection with securities in the open market, and in any exchange transactions contemplated under the legal provisions in effect governing the activity, under the guidelines and with the prior authorization, if appropriate, of the , CNV. To that effect, we have full legal capacity to develop rights, incur obligations, and execute any kind of act and transaction related thereto. Furthermore, we are capable of having interests in other domestic or foreign financial institutions with the prior authorization of the Central Bank.
Shareholders’ liability
Shareholders’ liability for losses of a company is limited to the value of their shareholdings in the company. Under Argentine corporate law, however, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine laws or a company’s bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. See also ‘‘Risk Factors—Our shareholders may be subject to liability for certain votes of their securities’’.
Redemption and rights of withdrawal
Our shares are subject to redemption in connection with a reduction in capital by the vote of a majority of shareholders at an extraordinary shareholders’ meeting. Any shares so redeemed must be cancelled by us. Whenever our shareholders approve a spin-off or merger in which we are not the surviving corporation, the change of our corporate legal status, a fundamental change in our corporate purpose, change of our domicile outside of Argentina, voluntary withdrawal from public offering or delisting, our continuation in the case of mandatory delisting or cancellation of the public offering authorization, or a total or partial recapitalization following a mandatory reduction of our capital or liquidation, any shareholder that voted against such action that was approved or did not attend the meeting at which the decision was taken, may withdraw and receive the book value of its shares, determined on the basis of our latest balance sheet prepared or that should have been prepared in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within a determined period. However, because of the absence of legal precedent directly on point, there is doubt as to whether holders of ADSs will be able to exercise appraisal rights either directly or through the depositary with respect to Class B shares represented by ADSs. Appraisal rights must be exercised within the five days following the adjournment of the meeting at which the resolution was adopted, in the event that the dissenting shareholder voted against such resolution, or within 15 days following such adjournment if the dissenting shareholder did not attend such meeting and can prove that he was a shareholder on the date of such meeting. In the case of merger or spin-off, appraisal rights may not be exercised if the shares to be received as a result of such transaction are authorized for public offering or listed. Appraisal rights are extinguished if the resolution giving rise to such rights is revoked at another shareholders’ meeting held within 75 days of the meeting at which the resolution was adopted.
Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except when the resolution was to delist our stock or to continue following a mandatory delisting, in which case the payment period is reduced to 60 days from the resolution date.
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Preemptive and accretion rights
In the event of a capital increase, a holder of existing common shares of a given class has a preemptive right to subscribe for a number of shares of the same class sufficient to maintain the holder’s existing proportionate holdings of shares of that class.
In addition, shareholders are entitled to the right to subscribe on pro-rata basis for the unsubscribed shares remaining at the end of a preemptive rights offering, known as accretion rights.
Holders of ADSs may be restricted in their ability to exercise preemptive rights if a annual report under the Securities Act relating thereto has not been filed or is not effective or an exemption is not available. Preemptive rights are exercisable during the 30 days following the last publication of notice to the shareholders in the Official Bulletin of the Republic of Argentina, or the Official Gazette and an Argentine newspaper of wide circulation. Pursuant to Argentine corporate law, in the case of public companies, such 30-day period may be reduced to a minimum of ten days if so approved by the company’s shareholders at an extraordinary shareholder’s meeting.
Shares not subscribed by the shareholders by virtue of their exercise of preemptive rights or accretion rights may be offered to third parties.
Voting rights
Under our bylaws, each Class A share entitles the holder thereof to five votes at any meeting of our shareholders and Class B shares entitle the holders thereof to one vote per share. However, according to Argentine corporate law, shares entitle the holder to only one vote per share to vote the approval of: an early dissolution, a merger or spin-off when we are not the surviving entity, a reduction of capital stock and redemption of shares, a transformation from one type of entity to another, a limitation of shareholders’ preemptive rights, a transfer of our domicile outside Argentina, and a fundamental change of our corporate purpose set forth in our bylaws. In such cases Class A shares are entitled to only one vote per share and Class B shares are entitled to only one vote per share. In addition, pursuant to Argentine applicable law, as long as we remain public we cannot issue additional shares of any class of capital stock that could entitle the holder thereof to more than one vote per share.
Registration requirements of foreign companies that hold class b shares directly
Under Argentine regulations, foreign companies that hold shares directly (and not as ADSs) in an Argentine company must register with the IGJ to exercise certain shareholder rights, including voting rights. The registration requires the filing of corporate and accounting documents in order to demonstrate that the foreign shareholder’s main activity is conducted outside of Argentina.
Liquidation rights
In the case of our liquidation or dissolution we are requested to communicate such event to the Central Bank, and our assets will be applied to satisfy our outstanding liabilities and proportionally distributed first among our holders of preferred stock as per the terms of the preferred stock, if any. If any surplus remains, it will be proportionally distributed among holders of our common stock.
Ordinary and extraordinary meetings
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. We are required to convene and hold an ordinary meeting of shareholders within four months of the close of each fiscal year to consider the matters specified in the first two paragraphs of Section 234 of the Argentine Corporation Law, such as the approval of our financial statements, allocation of net income for such fiscal year, approval of the reports of the board of directors and the statutory audit committee and election and remuneration of directors and members of the statutory audit committee. In addition, pursuant to Decree 677/2001, at an ordinary shareholders’ meetings, our shareholders must consider (i) the disposition of, or creation of any lien over, our assets as long as such decision has not been performed under the ordinary course of business;
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(ii) the execution of administration or management agreements; and (iii) whether to approve the payment of any agreement providing assets or services to us as long as such payment is material when measured against the volume of the ordinary course of business and our shareholders’ equity. Other matters which may be considered at an ordinary meeting convened and held at any time include the responsibility of directors and members of the statutory audit committee, capital increases and the issuance of certain corporate bonds. Extraordinary shareholders’ meetings may be called at any time to consider matters beyond the authority of an ordinary meeting, including amendment of the bylaws, issuance of debentures, early dissolution, merger, spin off, reduction of capital stock and redemption of shares, transformation from one type of entity to another and limitation of shareholders’ preemptive rights.
Notices of meetings
Notices of shareholders’ meetings are governed by the provisions of Argentine Corporations Law. Furthermore, notice of shareholders’ meetings must be published for five days in the Official Gazette, in an Argentine newspaper of wide circulation and in the publications of Argentine exchanges or securities markets in which our shares are traded, at least twenty (20) but not more than forty five (45) days prior to the date on which the meeting is to be held. Such notice must include information regarding the type of meeting to be held, the date, time and place of such meeting and the agenda. If a quorum is not available at such meeting, a notice for a second meeting, which must be held within 30 days of the date on which the first meeting was called, must be published for three days, at least eight days before the date of the second meeting. The above-described notices of shareholders’ meetings may be effected simultaneously for the second meeting to be held on the same day as the first meeting, only in the case of ordinary meetings. Shareholders’ meetings may be validly held without notice if all shares of our outstanding capital stock are present and resolutions are adopted by unanimous vote of such shares.
Quorum and voting requirements
The quorum for ordinary meetings of shareholders on first call is a majority of the shares entitled to vote, and action may be taken by the affirmative vote of an absolute majority of the shares present that are entitled to vote on such action. If a quorum is not available at the first meeting a second meeting may be held at which action may be taken by the holders of an absolute majority of the shares present, regardless of the number of such shares. The quorum for an extraordinary shareholders’ meeting on first call is 60% of the shares entitled to vote, and if such quorum is not available, a second meeting may be held, for which the quorum is 20% of the shares entitled to vote.
Action may be taken at extraordinary shareholders’ meetings by the affirmative vote of an absolute majority of shares present that are entitled to vote on such action, except that: the approval of a majority of shares with voting rights (for these purposes non-voting preferred shares shall have voting rights), without application of multiple votes, is required at both the first and second meeting for: (i) the transfer of our domicile outside Argentina, (ii) a fundamental change of the corporate purpose set forth in our bylaws, (iii) our anticipated dissolution, (iv) the total or partial redemption of shares, (v) our merger or spin-off, if we are not the surviving entity, or (vi) the transformation of our corporate legal status, in which cases resolutions shall be adopted by the affirmative vote of the majority of shares with the right to vote. Preferred shares will be entitled to one vote in this circumstances.
Shareholders’ meetings may be called by the board of directors or the members of the statutory audit committee whenever required by law or whenever they deem it necessary. Also, the board or the members of the statutory audit committee are required to call shareholders’ meetings upon the request of shareholders representing an aggregate of at least five percent of our outstanding capital stock. If the board or the statutory audit committee fails to call a meeting following such a request, a meeting may be ordered by the CNV or by the courts. In order to attend a meeting, a shareholder must also deposit with us a certificate of book-entry shares registered in its name and issued by Caja de Valores S.A. at least three business days prior to the date on which the meeting is to be held. If so entitled to attend a meeting, a shareholder may be represented by proxy. Proxies may not be granted to our board, members of the statutory audit committee, officers or employees.
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Election of directors
Currently, the shareholders present at any annual ordinary meeting may determine the size of the board of directors, provided that there shall be no less than three and no more than twelve directors. Any director so appointed will serve for one fiscal year. At the shareholders’ meeting on September 26, 2005, any director so appointed will serve for one fiscal year. At the shareholders’ meeting on September 26, 2005, our shareholders adopted an amendment to our bylaws that modifies the term for service and the process of election of directors. According to the amendment, each director’s term will be three fiscal years. If the shareholders elect more than eight board members, each director will be re-elected as a staggered board. At the time of the first annual meeting after the approval of the amendment in which the shareholders decide to elect more than eight board members, the shareholders will designate approximately one-third of the directors to be reelected one year later, one-third to be reelected two years later, and one-third to be reelected three years later. Each group must contain at least three directors. After the first term, directors shall be elected for three-year terms.
Anti-takeover provisions
Our bylaws do not contain any provision that would (i) oblige us to disclose information regarding our shareholders; (ii) have the effect of delaying, deferring or preventing a change in control, the last of which may happen only in the event of a merger, acquisition or public offering for acquisition.
Form and transfer
Our current capital stock is represented by book-entry shares. Our shareholders are required to hold their shares through book-entries directly made by Caja de Valores in the stock registry of the company carried by Caja de Valores or through book-entries with brokers, banks and other entities approved by the CNV that have accounts with Caja de Valores, or with the participants of the Caja de Valores. Caja de Valores is in charge of maintaining a stock registry on our behalf based on information received from shareholders that chose to hold their shares directly by registration on the stock registry of the company and from participants of the Caja de Valores, and in accordance with Argentine law only those holders listed in the stock registry either directly or through participants of the Caja de Valores will be recognized as shareholders. Shares held by participants of the Caja de Valores have the same rights as shares recorded in our shareholders’ register.
C. Material Contracts
None.
D. Exchange controls
On January 7, 2002, the Argentine congress enacted the Public Emergency Law, abandoning over ten years of fixed peso-U.S. dollar parity at Ps.1.00 per US$1.00. After devaluing the peso and setting the official exchange rate at Ps.1.40 per US$1.00, on February 11, 2002, the government allowed the peso to float. The shortage of U.S. dollars and their heightened demand caused the peso to further devalue significantly in the first half of 2002. Since June 30, 2002, the peso has appreciated versus the U.S. dollar from an exchange rate of Ps.3.80 per US$1.00 to an exchange rate of Ps. Ps. 3.0868 per US$1.00 at May 31, 2006.
The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the peso will not depreciate again in the future, particularly while the restructuring of a substantial portion of Argentina’s foreign debt remains unresolved. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.
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| | Exchange Rates (1) | |
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| | High | | Low | | Average (2) | | Period-End | |
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2000 | | 1.0000 | | 1.0000 | | 1.0000 | | 1.0000 | |
2001 | | 1.0000 | | 1.0000 | | 1.0000 | | 1.0000 | |
2002 | | 3.8675 | | 1.0000 | | 2.9785 | | 3.3630 | |
2003 | | 3.3625 | | 2.7485 | | 2.9493 | | 2.9330 | |
2004 | | 3.0718 | | 2.8037 | | 2.9424 | | 2.9738 | |
2005 | | 3.0523 | | 2.8592 | | 2.9230 | | 3.0315 | |
December 2005 | | 3.0523 | | 2.9700 | | 3.0145 | | 3.0315 | |
January 2006 | | 3.0337 | | 3.0305 | | 3.0459 | | 3.0637 | |
February 2006 | | 3.0757 | | 3.0625 | | 3.0689 | | 3.0728 | |
February 2006 | | 3.0757 | | 3.0625 | | 3.0689 | | 3.0728 | |
March 2006 | | 3.0830 | | 3.0670 | | 3.0770 | | 3.0820 | |
April 2006 | | 3.0850 | | 3.0390 | | 3.0660 | | 3.0480 | |
May 2006 | | 3.0808 | | 3.0367 | | 3.0518 | | 3.0808 | |
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(1) | Until June 2002, asked closing quotations as quoted by Banco de la Nació n Argentina. Since July 2002, the reference exchange rate as published by the Central Bank. |
(2) | Based on daily averages. |
In 2001 and 2002 and until February 11, 2003, the Central Bank, among other restrictive measures, restricted the transfer of U.S. dollars abroad without its prior approval. In 2003, 2004 and 2005, the government substantially eased these restrictions.
However, on June 26, 2003, the government set restrictions on capital flows into Argentina, which mainly consisted of a prohibition against the transfer abroad of any funds until 180 days after their entry into the country. Furthermore, on June 10, 2005 the government established further restrictions on capital flows into Argentina, including increasing the period that certain incoming funds, including capital contributions, must remain in Argentina to 365 calendar days and requiring that 30% of incoming funds be deposited with a bank in Argentina in a non-interest bearing account for 365 calendar days. These restrictions do not apply to the proceeds received by us from the global offering.
E. Taxation
Material U.S. Federal Income Tax Considerations
The following discussion is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class B shares or ADSs. This discussion applies only to beneficial owners of Class B shares or ADSs that are ‘‘U.S. holders’’ (as defined below) that hold Class B shares or ADSs as ‘‘capital assets’’ (generally, property held for investment). This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed Treasury regulations, administrative pronouncements of the Internal Revenue Service (the “IRS”) and judicial decisions, all as currently in effect and all of which are subject to change (possibly on a retroactive basis) and to different interpretations. This discussion does not purport to address all U.S. federal income tax considerations that may be relevant to a particular holder, and you are urged to consult your own tax advisor regarding your specific tax situation. The discussion does not address the tax considerations that may be relevant to U.S. holders in special tax situations, such as:
| • | dealers in securities or currencies; |
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| • | insurance companies; |
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| • | tax-exempt organizations; |
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| • | traders in securities that elect to mark to market; |
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| • | certain financial institutions; |
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| • | partnerships or other pass-through entities; |
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| • | holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
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| • | U.S. expatriates; |
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| • | holders that hold Class B shares or ADSs as part of a hedge, straddle, conversion transaction, constructive sale transaction, or other integrated transaction; |
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| • | holders that own, directly, indirectly, or constructively, 10% or more of the total combined voting power of our shares; |
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| • | real estate investment trusts; or |
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| • | regulated investment companies. |
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This discussion does not address the alternative minimum tax consequences of holding Class B shares or ADSs or the indirect consequences to holders of equity interests in partnerships or other entities that own our Class B shares or ADSs. Moreover, this discussion does not address the state, local, or non-U.S. income or other tax consequences of an investment in our Class B shares or ADSs, or any aspect of U.S. federal taxation other than income taxation.
We are uncertain whether we are currently a passive foreign investment company (“PFIC”) or will be a PFIC in a future tax year. As discussed below under “Passive Foreign Investment Companies,” the application of the PFIC rules to banks is unclear under present federal U.S. federal income tax law. A determination that we are a PFIC will generally result in unfavorable consequences to a U.S. holder. You should carefully consider the discussion under “Passive Foreign Investment Companies” and consult your own tax advisor regarding the consequences of investing in a PFIC. Unless otherwise noted, the following discussion assumes that we are not a PFIC.
You should also consult your own tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences of purchasing, owning, and disposing of our Class B shares or ADSs in your particular circumstances.
For the purposes of this discussion, you are a ‘‘U.S. holder’’ if you are a beneficial owner of Class B shares or ADSs and you are for U.S. federal income tax purposes:
| • | an individual who is a citizen or resident of the United States; |
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| • | a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
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| • | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
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| • | a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. |
If a partnership holds our Class B shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A prospective investor who is a partner of a partnership holding our shares should consult its own tax advisor.
In general, for U.S. federal income tax purposes, U.S. holders that are beneficial owners of ADSs will be treated as the beneficial owners of the Class B shares represented by those ADSs.
Taxation of Dividends. Distributions of cash with respect to the Class B shares or ADSs (other than distributions in redemption of the Class B shares that are treated as sales or exchanges under Section 302(b) of the Code or upon our liquidation) will, to the extent made from our current or accumulated earnings and profits as determined under U.S. federal income tax principles, constitute dividends for U.S. federal income tax purposes. Whether such current or accumulated earnings and profits will be sufficient for all such distributions on the Class B shares or ADSs to qualify as dividends for U.S. federal income tax purposes depends on our future profitability and other factors, many of which are beyond our control.
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We do not currently maintain calculations of our earnings and profits under U.S. federal income tax principles. Unless and until these calculations are made, distributions should be presumed to be taxable dividends for U.S. federal income tax purposes. As used below, the term ‘‘dividend’’ means a distribution that constitutes a dividend for U.S. federal income tax purposes. In general, cash dividends (including amounts withheld in respect of Argentine taxes) paid with respect to:
| • | the Class B shares generally will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the U.S. holder; or |
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| • | the Class B shares represented by ADSs generally will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the depositary; |
and, in either case, these dividends will not be eligible for the dividends received deduction allowed to corporations. To the extent that a distribution by us exceeds the amount of our earnings and profits, it will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in the Class B shares or ADSs, and thereafter as capital gain.
Subject to certain exceptions for short-term and hedged positions, the amount of dividends received by certain U.S. holders (including individuals) with respect to the ADSs will be subject to taxation at a maximum rate of 15% under current law if the dividends represent ‘‘qualified dividend income.’’ Dividends paid on the ADSs will be treated as qualified dividend income if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Under current guidance recently issued by the Internal Revenue Service (‘‘IRS’’), the ADSs should qualify as readily tradable on an established securities market in the United States so long as they are listed on the New York Stock Exchange, but no assurances can be given that the ADSs will be or remain readily tradable under future guidance. See below for a discussion of our potential PFIC classification.
Based on existing IRS guidance, it is not entirely clear whether dividends received with respect to the Class B shares will be treated as qualified dividend income, because the Class B shares are not themselves listed on a U. S. exchange. In addition, the U.S. Treasury Department has announced its intention to promulgate additional procedures pursuant to which holders of ADSs or Class B stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividend income. Because such procedures have not yet been issued, we are not certain that we will be able to comply with them. You should consult your own tax advisors regarding the availability of the preferential dividend tax rate in the light of your own particular circumstances.
Dividends paid in pesos will be includible in the gross income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day they are received by the U.S. holder, in the case of Class B shares, or the depositary, in the case of Class B shares represented by ADSs, regardless of whether the payment is in fact converted to U.S. dollars. If dividends paid in pesos are converted into U.S. dollars on the day they are received by the U.S. holder or the depositary, as the case may be, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in the gross income of a U.S. holder through the date such payment is converted into dollars (or otherwise disposed of) will be treated as U.S. source ordinary income or loss. However, U.S. holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss if any pesos received by the U.S. holder or the depositary are not converted into U.S. dollars on the date of receipt.
Dividends received by most U.S. holders will constitute foreign source ‘‘passive income’’ or, in the case of some U.S. holders such as banks, ‘‘financial services income’’ for U.S. foreign tax credit purposes. U.S holders should note, however, that recently enacted legislation eliminates the ‘‘financial services income’’ category with respect to taxable years beginning after December 31, 2006. Under this legislation, the foreign tax credit limitation categories will be limited to ‘‘passive category income’’ and ‘‘general category income.’’ Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign income taxes and certain exceptions for short-term and hedged positions, an Argentine withholding tax would be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability (or at a U.S. holder’s election, may be deducted in computing taxable income if the U.S. holder has elected to deduct all foreign income taxes).
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The rules with respect to foreign tax credits are complex and U.S. holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances. The IRS has expressed concern that intermediaries in connection with depositary arrangements may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. persons who are holders of depositary shares. Accordingly, investors should be aware that the discussion above regarding the availability of foreign tax credits for Argentine withholding tax on dividends paid with respect to Class B shares represented by ADSs could be affected by future action taken by the IRS.
Taxation of Capital Gains. Deposits and withdrawals of Class B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
In general, gain or loss realized by a U.S. holder on the sale, redemption or other taxable disposition of Class B shares or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the amount realized (including the gross amount of the proceeds of the sale or other taxable disposition before the deduction of any Argentine tax) on the taxable disposition and such U.S. holder’s adjusted basis in the Class B shares or the ADSs. Capital gains of certain non-corporate U.S. holders, including individuals, derived with respect to capital assets held for more than one year may be eligible for various reduced rates of taxation. For example, for capital assets held for over one year, the maximum rate of tax under current law generally will be 15% (rather than the higher rates of tax generally applicable to items of ordinary income). The deductibility of capital losses is subject to limitations. Any gain or loss realized by a U.S. holder will generally be treated as a U.S. source gain or loss for U.S. foreign tax credit purposes.
If Argentine withholding tax is imposed on the sale or disposition of Class B shares or ADSs, the amount realized by a U.S. holder will include the gross amount of the proceeds of such sale or disposition before deduction of the Argentine withholding tax. The availability of U.S. foreign tax credits for these Argentine taxes and any Argentine taxes imposed on distributions that do not constitute dividends for U.S. tax purposes is subject to various limitations and involves the application of rules that depend on a U.S. holder’s particular circumstances. In particular, because any gain from the sale or other disposition of Class B Shares or ADSs generally will be treated as U.S. source income, a U.S. holder may not be able to fully utilize its U.S. foreign tax credits in respect of such Argentine withholding taxes unless such U.S. holder has other income from foreign sources. U.S. holders are urged to consult their own tax advisors regarding the application of the U.S. foreign tax credit rules to their investment in, and disposition of, Class B shares or ADSs.
Passive Foreign Investment Companies. U.S. holders should carefully consider the discussion below regarding our potential treatment as a PFIC for U.S. federal income tax purposes.
In general, if during any taxable year of a non-U.S. corporation, 75% or more of the corporation’s gross income consists of certain types of “passive” income, or the average value during a taxable year of the ‘‘passive assets’’ of the corporation (generally assets that generate passive income) is 50% or more of the average value of all the corporation’s assets, the corporation will be treated as a PFIC under U.S. federal income tax law. Passive income for this purpose generally includes interest, dividends, royalties, rents and gains from commodities and securities transactions. Certain exceptions are provided, however, for passive income derived in the conduct of an active business.
We are unable to determine if we are a PFIC because the application of the PFIC rules to banks is unclear under present U.S. federal income tax law. Banks generally derive a substantial part of their income from assets that are interest bearing or that otherwise could be considered passive under the PFIC rules. The IRS has issued a notice and has proposed regulations that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank (the ‘‘active bank exception’’). The IRS notice and proposed regulations have different requirements for qualifying as a foreign bank, and for determining the banking income that may be excluded from passive income under the active bank exception. Moreover, the proposed regulations have been outstanding since 1994 and will not be effective unless finalized.
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Because final regulations have not been issued and because the notice and the proposed regulations are inconsistent, our status under the PFIC rules is subject to considerable uncertainty. While we conduct, and intend to continue to conduct, a significant banking business, there can be no assurance that we will satisfy the specific requirements for the active bank exception under either the IRS notice or the proposed regulations. In this regard, we presently derive significant income from securities that may not constitute banking income for purposes of the active bank exception. Accordingly, U.S. holders could be subject to U.S. federal income tax under the rules described below. U.S. holders should consult their tax advisors regarding this issue.
If we are treated as a PFIC for any taxable year, a U.S. holder would be subject to special rules (and may be subject to increased tax liability and form filing requirements) with respect to (a) any gain realized on the sale or other disposition of Class B shares or ADSs, and (b) any ‘‘excess distribution’’ made by us to the U.S. holder (generally, any distribution during a taxable year in which distributions to the U.S. holder on the Class B shares or ADSs exceed 125% of the average annual distributions the U.S. holder received on the Class B shares or ADSs during the preceding three taxable years or, if shorter, the U.S. holder’s holding period for the Class B shares or ADSs). Under those rules, (a) the gain or excess distribution would be allocated ratably over the U.S. holder’s holding period for the Class B shares or ADSs, (b) the amount allocated to the taxable year in which the gain or excess distribution is realized and to taxable years before the first day on which we became a PFIC would be taxable as ordinary income, (c) the amount allocated to each prior year in which we were a PFIC would be subject to U.S. federal income tax at the highest tax rate in effect for that year and (d) the interest charge generally applicable to underpayments of U.S. federal income tax would be imposed in respect of the tax attributable to each prior year in which we were a PFIC. In addition, as discussed above, a U.S. holder would not be entitled to (if otherwise eligible for) the preferential reduced rate of tax payable on certain dividend income.
A U.S. holder may mitigate these effects by electing mark-to-market treatment for its ADSs or Class B shares, provided the relevant shares constitute ‘‘marketable stock’’ as defined in Treasury regulations. Our ADSs and our Class B shares will be ‘‘marketable stock’’ if they are ‘‘regularly traded’’ on a ‘‘qualified exchange or other market’’. The term ‘‘qualified exchange or other market’’ includes the New York Stock Exchange. Our ADSs will be ‘‘regularly traded’’ if they are traded on at least 15 days during each calendar quarter, other than in de minimis quantities. For the calendar year of our initial public offering, our ADSs will be regularly traded if they are regularly traded, other than in de minimis amounts, on one-sixth of the days remaining in the quarter in which the offering occurred, and on at least 15 days during each remaining quarter of the calendar year. No assurance can be provided that our ADSs will be characterized as regularly traded on a qualified exchange or other market for this purpose. Our Class B shares will be treated as listed on a ‘‘qualified exchange or other market’’ for purposes of the relevant Treasury regulations if the exchange on which they are listed has sufficient trading volume, listing, financial disclosure and surveillance, is regulated or supervised by a governmental authority of the country in which the market is located, and meets certain other characteristics. It is unclear whether the Buenos Aires Stock Exchange would meet these requirements and whether there would be sufficient trading of the Class B shares for the Class B shares to be characterized as ‘‘regularly traded.’’ It is therefore unclear whether a U.S. holder would be able to elect mark-to-market treatment for the Class B shares.
A U.S. holder electing the mark-to-market regime generally would compute gain or loss at the end of each taxable year as if the Class B shares or ADSs had been sold at fair market value. Any gain recognized by the U.S. holder under mark-to-market treatment, or on an actual sale, would be treated as ordinary income, and the U.S. holder would be allowed an ordinary deduction for any decrease in the value of Class B shares or ADSs as of the end of any taxable year, and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included market-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of Class B shares or ADSs would be a capital loss to the extent in excess of previously included mark-to-market income not offset by previously deducted decreases in value. A U.S. holder’s tax basis in Class B shares or ADSs would increase or decrease by gain or loss taken into account under the mark-to-market regime.
A mark-to-market election under the PFIC rules applies to all future years of an electing U.S. holder during which the Class B shares or ADSs are regularly traded on a qualifying exchange, unless revoked with the IRS’s consent.
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If we are characterized as a PFIC and, at any time, we have non-U.S. subsidiaries that are classified as PFICs, U.S. holders generally will be deemed to own, and also would be subject to the PFIC rules with respect to, their indirect ownership interests in that lower-tier PFIC. If we are characterized as a PFIC, the U.S. holder could incur liability for the deferred tax and interest charge described above if either
(1) | we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or |
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(2) | the U.S. holder disposes of all or part of its Class B shares or ADSs. A mark-to-market election under the PFIC rules with respect to shares would not apply to a lower-tier PFIC, and a U.S. holder would not be able to make such a mark-to-market election in respect of its indirect ownership interest in that lower-tier PFIC. Consequently, U.S. holders of shares could be subject to the PFIC rules with respect to income of the lower-tier PFIC the value of which already had been taken into account indirectly via mark-to-market adjustments. Furthermore, if we are characterized as a PFIC, a U.S. holder will be required to file an IRS Form 8621. |
Information Reporting and Backup Withholding. Information reporting requirements will apply to dividends in respect of the Class B shares or ADSs or the proceeds from the sale, exchange, or redemption of the Class B shares or ADSs paid within the United States (and, in some cases, outside of the United States) to U.S. holders, unless, in either case, the U.S. holder is an exempt recipient (such as a corporation). A 28% backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number or to report interest and dividends required to be shown on its U.S. federal income tax returns. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
Material Argentine Tax Considerations
The following discussion is a summary of the of the material Argentine tax considerations relating to the purchase, ownership and disposition of our Class B shares or ADSs.
Dividends tax. Dividends paid on our Class B shares or ADSs, whether in cash, property or other equity securities, are not subject to income tax withholding, except for dividends paid in excess of our taxable accumulated income at the previous fiscal period which are subject to withholding at the rate of 35% applicable on such excess and regarding both local and foreign shareholders.
Capital gains tax. Due to the amendments made to the Argentine Income Tax Law by Law 25,414, Decree 493/2001 (the “AITL”) and the abrogation of Law 25,414 by 25,556, it is not clear whether certain amendments are in effect. Although opinion No. 351 of the National Treasury General Attorney Office solved the most important matters related to capital gains, certain issues still remain unclear.
| • | Resident individuals. Pursuant to a reasonable construction of the AITL: (i) income obtained from the sale, exchange or other disposition of our Class B shares or ADSs by resident individuals who do not sell or dispose of Argentine shares on a regular basis would not be subject to Argentine income tax; and (ii) although there still exists uncertainty regarding this issue, income obtained from the sale, exchange or other disposition of our Class B shares or ADSs by resident individuals who sell or dispose of Argentine shares on a regular basis should be exempt from Argentine income tax. |
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| • | Foreign beneficiaries. Capital gains obtained by non-residents or foreign entities from the sale, exchange or other disposition of our Class B shares or ADSs are exempt from income tax. Pursuant to a reasonable construction of the AITL, and although the matter is not completely free from doubt, such treatment should also apply to those foreign beneficiaries that qualify as offshore entities. |
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| • | Local entities. Capital gains obtained by Argentine entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of our Class B shares or ADSs are subject to income tax at the rate of 35%. Losses arising from the sale of our Class B shares or ADSs can be offset against the same type of income. |
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Personal assets tax. Argentine entities, such as us, have to pay the personal assets tax corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. The applicable tax rate is 0.5% and is levied on the valor patrimonial proporcional, or the book value, of the shares arising from the last balance sheet. Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine individuals and/or foreign shareholders.
Value added tax. The sale, exchange or other disposition of our Class B shares or ADSs and the distribution of dividends are exempted from the value added tax.
Transfer taxes. The sale, exchange or other disposition of our Class B shares or ADSs is not subject to transfer taxes.
Stamp taxes. Argentine residents may be subject to stamp tax in certain Argentine provinces in case transfer of our Class B shares or ADSs is performed or executed in such jurisdiction by means of written agreements. No stamp taxes are levied in the City of Buenos Aires.
Other taxes. There are no Argentine inheritance or succession taxes applicable to the ownership, transfer or disposition of our Class B shares or ADSs. In addition, neither the minimum presumed income tax nor any local gross turnover tax is applicable to the ownership, transfer or disposition of our Class B shares or ADSs.
Tax treaties. Argentina has signed tax treaties for the avoidance of double taxation with Australia, Austria, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland and the United Kingdom. There is currently no tax treaty or convention in effect between Argentina and the United States. It is not clear when, if ever, a treaty will be ratified or entered into effect. As a result, the Argentine tax consequences described in this section will apply, without modification, to a holder of our Class B shares or ADSs that is a U.S. resident. Foreign shareholders located in certain jurisdictions with a tax treaty in force with Argentina may be exempted from the payment of the personal asset tax.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are required to file annual reports, including exhibits, and other information with the SEC and to furnish interim information on Form 6-K. You may read and copy any documents filed by the Company at the SEC’s public reference room at 100 Fifth Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC.
We are subject to the reporting requirements of the Exchange Act of 1934, as applied to foreign private issuers. Because we are a foreign private issuer, the SEC’s rules do not require us to deliver proxy statements or to file quarterly reports. In addition, our “insiders” are not subject to the SEC’s rules that prohibit short-swing trading. We prepare quarterly and annual reports containing consolidated financial statements in accordance with Central Bank Rules. Our annual consolidated financial statements are certified by an independent accounting firm.
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We have appointed The Bank of New York to act as depositary for our ADSs. During the time the deposit agreement remains in force, we will furnish the depositary with:
| • | our annual reports; and |
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| • | summaries of all notices of general meetings of shareholders and other reports and communications that are made generally available to our shareholders. |
The depositary will, as provided in the deposit agreement, if we so request, arrange for the mailing of summaries in English of the reports and communications to all record holders of our ADSs. Any record holder of ADSs may read the reports, notices, or summaries thereof, and communications at the depositary’s office located at 101 Barclay Street, New York, New York 10286.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosure About Market Risk
Market risk
Market risk is the risk of loss arising from fluctuations in financial markets variables, such as foreign exchange rates and other rates or prices. This risk is a consequence of our lending, trading and investments businesses and mainly consists of interest rate risk and foreign exchange risk.
We evaluate, upgrade and improve market risks measurements and controls on a daily basis. In order to measure significant market risks (whether they arise in trading or non-trading portfolios), we use the value at risk methodology, or VaR. This methodology is based on statistical methods that take into account many variables that may cause a change in the value of our portfolios, including interest rates, foreign exchange rates, securities prices, volatility and any correlation among them. VaR is an estimation of potential losses that could arise from reasonably likely adverse changes in market conditions. It expresses the maximum amount of loss expected (given a confidence interval) over a specified time period, or “time horizon,” if that portfolio were held unchanged over that time period.
All VaR models, while forward-looking, are based on past events and are dependent upon the quality of available market data. The quality of our VaR models is therefore continuously monitored. As calculated, VaR is an estimate of the expected maximum loss in the market value of a given portfolio over a five-day time horizon at a one-tailed 99% confidence interval. We assume a five-day holding period and adverse market movements of 2.32 standard deviations as the standard for risk measurement and comparison.
The following table and graph shows the five-day 99% confidence VaR for our combined trading portfolios for 2005 (in millions of pesos):
Minimum | 19.6 |
Maximum | 33.1 |
Average | 26.4 |
As of December 31, 2005 | 21.0 |
In order to take advantage of good trading opportunities, we have sometimes increased risk; however during periods of uncertainty, we have also reduced it. The main source of our VaR is our fixed rate securities portfolio.
107
Interest rate risk
Interest rate risk is the effect on our net interest income of fluctuations of market interest rates. Sensitivity to interest rates arises in our normal course of business as the repricing characteristics of our interest-earning assets do not necessarily match those of our interest-bearing deposits and other borrowings. The repricing structure of assets and liabilities is matched when an equal amount of assets and liabilities are repriced for any given period. Any excess of assets or liabilities over these matched items results in a gap or mismatch.
Our interest rate sensitivity analysis measures the risk arising from the different sensitivities of assets and liabilities when interest rate changes occur. It covers all the assets and liabilities, excluding trading portfolios. In this case, our VaR model or maximum potential loss in the net economic value of the portfolio of assets and liabilities due to interest rate risk increases, considering a three-month time horizon and a confidence level of 99%.
Our methodology also captures the real interest rate risk, that is the risk arising from the mismatch produced as a consequence of an imperfect correlation between inflation rate movements and financing interest rate variations.
The following chart shows the three-month 99% confidence VaR for our combined trading portfolios for 2005 (in millions of pesos):
Minimum | 3.6 |
Maximum | 43.6 |
Average | 22.5 |
As of December 31, 2005 | 15.1 |
Our gap position refers to the mismatch of interest-earning assets and interest-bearing liabilities and is described in the table below.
The following table shows our exposure to a positive interest rate gap:
| | Remaining Maturity at December 31, 2005 | |
| |
| |
| | 0-1 Year | | 1-5 Years | | 5-10 Years | | Over 10 Years | | Total(2) | |
| |
| |
| |
| |
| |
| |
| | (In thousands of pesos, except percentages) | |
Interest-earning assets | | | | | | | | | | | | | | | | |
Interest-bearing deposits in Central Bank | | | 619,710 | | | 0 | | | 0 | | | 0 | | | 619,710 | |
Interest-bearing deposits in other banks | | | 222,807 | | | 0 | | | 0 | | | 0 | | | 222,807 | |
Government Securities | | | 1,888,379 | | | 812,329 | | | 158,561 | | | 73,105 | | | 2,932,374 | |
Goods in financial leasing | | | 37,573 | | | 104,043 | | | 4,649 | | | 0 | | | 146,265 | |
Loans to the Public Sector(1) | | | 49,936 | | | 115,030 | | | 336,561 | | | 143,815 | | | 645,342 | |
Loans to the Private and Financial Sector(1) | | | 2,073,330 | | | 839,562 | | | 113,926 | | | 2,492 | | | 3,029,310 | |
Other Assets | | | 170,309 | | | 13,926 | | | 1,674 | | | 190,237 | | | 376,146 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Interest-Earning Assets | | | 5,062,044 | | | 1,884,890 | | | 615,371 | | | 409,649 | | | 7,971,954 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest-bearing liabilities | | | | | | | | | | | | | | | | |
Savings | | | (1,184,943 | ) | | 0 | | | 0 | | | 0 | | | (1,184,943 | ) |
Certificates of Deposits | | | (3,536,530 | ) | | (1,604 | ) | | (13 | ) | | 0 | | | (3,538,147 | ) |
Investments Accounts | | | (30,322 | ) | | 0 | | | 0 | | | 0 | | | (30,322 | ) |
Subordinated corporate bonds | | | (9,299 | ) | | (2,748 | ) | | 0 | | | 0 | | | (12,047 | ) |
Liabilities with Central Bank | | | (34,353 | ) | | (122,269 | ) | | (60,889 | ) | | 0 | | | (217,511 | ) |
Liabilities with local financial companies | | | (3,480 | ) | | (9,136 | ) | | (18,785 | ) | | (10,858 | ) | | (42,259 | ) |
Liabilities with Banks and international Organizations | | | (158,544 | ) | | 0 | | | 0 | | | 0 | | | (158,544 | ) |
Other Liabilities | | | (355,463 | ) | | 0 | | | 0 | | | 0 | | | (355,463 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Interest-Bearing Liabilities | | | (5,312,934 | ) | | (135,757 | ) | | (79,687 | ) | | (10,858 | ) | | (5,539,236 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Asset/Liability Gap | | | (250,890 | ) | | 1,749,133 | | | 535,684 | | | 398,791 | | | 2,432,718 | |
Cumulative Asset/Liability Gap | | | (250,890 | ) | | 1,498,243 | | | 2,033,927 | | | 2,432,718 | | | | |
Cumulative sensitivity gap as a percentage of total interest-earning assets | | | (3.15 | )% | | 18.79 | % | | 25.51 | % | | 30.52 | % | | | |
Additionally, the following tables detail our exposure to an interest rate gap, including CER-adjusted securities, which may differ from ordinary interest rate securities behavior. We maintain a positive gap in CER-adjusted securities represented mainly by public sector loans and bonds. Therefore, we benefit from increases in the inflation rate.
108
The table below shows our exposure to a interest rate gap in pesos:
| | Remaining Maturity at December 31, 2005 | |
| |
| |
| | 0-1 Year | | 1-5 Years | | 5-10 Years | | Over 10 Years | | Total(2) | |
| |
| |
| |
| |
| |
| |
| | (in thousands of pesos, except percentages) | |
Interest-earning assets in national currency | | | | | | | | | | | | | | | | |
Interest-bearing deposits in Central Bank | | | 206,898 | | | 0 | | | 0 | | | 0 | | | 206,898 | |
Interest-bearing deposits in other banks | | | 12,207 | | | 0 | | | 0 | | | 0 | | | 12,207 | |
Government Securities | | | 1,845,270 | | | 700,349 | | | 104,738 | | | 73,018 | | | 2,723,375 | |
Goods in financial leasing | | | 37,573 | | | 104,043 | | | 4,649 | | | 0 | | | 146,265 | |
Loans to the Public Sector(1) | | | 49,936 | | | 115,030 | | | 336,561 | | | 143,815 | | | 645,342 | |
Loans to the Private and Financial Sector(1) | | | 1,642,937 | | | 781,856 | | | 60,612 | | | 2,492 | | | 2,487,897 | |
Other Assets | | | 148,427 | | | 13,744 | | | 1,482 | | | 145,168 | | | 308,821 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Interest-Earning Assets | | | 3,943,248 | | | 1,715,022 | | | 508,042 | | | 364,493 | | | 6,530,805 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest-bearing liabilities in national currency | | | | | | | | | | | | | | | | |
Savings | | | (1,037,779 | ) | | 0 | | | 0 | | | 0 | | | (1,037,779 | ) |
Certificates of Deposits | | | (2,670,983 | ) | | (1,433 | ) | | (13 | ) | | 0 | | | (2,672,429 | ) |
Investments Accounts | | | (30,198 | ) | | 0 | | | 0 | | | 0 | | | (30,198 | ) |
Subordinated corporate bonds | | | (3,839 | ) | | (2,748 | ) | | 0 | | | 0 | | | (6,587 | ) |
Liabilities with Central Bank | | | (34,278 | ) | | (122,269 | ) | | (60,889 | ) | | 0 | | | (217,436 | ) |
Liabilities with local financial companies | | | (3,480 | ) | | (9,136 | ) | | (18,785 | ) | | (10,858 | ) | | (42,259 | ) |
Other Liabilities | | | (290,777 | ) | | 0 | | | 0 | | | 0 | | | (290,777 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Interest-Bearing Liabilities | | | (4,071,334 | ) | | (135,586 | ) | | (79,687 | ) | | (10,858 | ) | | (4,297,465 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Asset/Liability Gap | | | (128,086 | ) | | 1,579,436 | | | 428,355 | | | 353,635 | | | 2,233,340 | |
Cumulative Asset/Liability Gap | | | (128,086 | ) | | 1,451,350 | | | 1,879,705 | | | 2,233,340 | | | | |
Cumulative sensitivity gap as a percentage of total interest-earning assets | | | (1.96 | )% | | 22.22 | % | | 28.78 | % | | 34.20 | % | | | |
The table below shows our exposure to an interest rate gap in foreign currency:
| | Remaining Maturity at December 31, 2005 | |
| |
| |
| | 0-1 Year | | 1-5 Years | | 5-10 Years | | Over 10 Years | | Total(2) | |
| |
| |
| |
| |
| |
| |
| | (In thousands of pesos, except percentages) | |
Interest-earning assets in foreign currency | | | | | | | | | | | | | | | | |
Interest bearing deposits in Central Bank | | | 412,812 | | | 0 | | | 0 | | | 0 | | | 412,812 | |
Interest bearing deposits in other banks | | | 210,600 | | | 0 | | | 0 | | | 0 | | | 210,600 | |
Government Securities | | | 43,109 | | | 111,980 | | | 53,823 | | | 87 | | | 208,999 | |
Loans to the Private and Financial Sector(1) | | | 430,393 | | | 57,706 | | | 53,314 | | | 0 | | | 541,413 | |
Other Assets | | | 21,882 | | | 182 | | | 192 | | | 45,069 | | | 67,325 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Interest-Earning Assets | | | 1,118,796 | | | 169,868 | | | 107,329 | | | 45,156 | | | 1,441,149 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest-bearing liabilities in foreign currency | | | | | | | | | | | | | | | | |
Savings | | | (147,164 | ) | | 0 | | | 0 | | | 0 | | | (147,164 | ) |
Certificates of Deposits | | | (865,547 | ) | | (171 | ) | | 0 | | | 0 | | | (865,718 | ) |
Investments Accounts | | | (124 | ) | | 0 | | | 0 | | | 0 | | | (124 | ) |
Subordinated corporate bonds | | | (5,460 | ) | | 0 | | | 0 | | | 0 | | | (5,460 | ) |
Liabilities with Central Bank | | | (75 | ) | | 0 | | | 0 | | | 0 | | | (75 | ) |
Liabilities with Banks and international organizations | | | (158,544 | ) | | 0 | | | 0 | | | 0 | | | (158,544 | ) |
Other liabilities | | | (64,686 | ) | | 0 | | | 0 | | | 0 | | | (64,686 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Interest Bearing Liabilities | | | (1,241,600 | ) | | (171 | ) | | 0 | | | 0 | | | (1,241,771 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Asset/Liability Gap | | | (122,804 | ) | | 169,697 | | | 107,329 | | | 45,156 | | | 199,378 | |
Cumulative Asset/Liability Gap | | | (122,804 | ) | | 46,893 | | | 154,222 | | | 199,378 | | | | |
Cumulative sensitive gap as a percentage of total interest-earning assets | | | (8.52 | )% | | 3.25 | % | | 10.70 | % | | 13.83 | % | | | |
|
(1) | Loan amounts are stated before deducting the allowance for loan losses. Non-accrual loans are included with loans as interest-earning assets. |
(2) | Includes instruments issued by the Central Bank. |
Foreign exchange risk
As from May 2003, the US dollar has been included as a risk factor for the calculation of market risk requirement, considering all assets and liabilities in that currency. At December 31, 2005, our total net asset foreign currency position was approximately Ps.350 million and this position generated a Value at risk of around 4.8 million pesos as of that date.
109
Equity and commodity price risk
Equity and commodity price risks are the risks associated with adverse movements in the value of equity securities and commodities or related indexes. We do not have any material exposure to either of them.
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
As of December 31, 2005, we were not a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”) and were not subject to the requirements of the Sarbanes-Oxley Act of 2002. In light of these facts, our Chief Executive Officer and Chief Financial Officer did not evaluate our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-5(e) under the Exchange Act) as of December 31, 2005, and they are unable to determine whether our disclosure controls and procedures were effective. As of the date of this report, we, including our Chief Executive Officer and Chief Financial Officer, have designed disclosure controls and procedures to ensure that material information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving the control objectives.
In 2005 Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst & Young Global) served as our principal external auditor. Fees payable to Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst & Young Global) in 2005 are detailed below.
| | For the year ended December 31, | |
| |
| |
Thousands of Pesos | | 2005 | |
| |
| |
Audit Fees | | | 4,697 | |
Audit Related Fees | | | 88 | |
| |
|
| |
All Other Fees | | | 75 | |
| |
|
| |
Total | | | 4,860 | |
| |
|
| |
Audit Fees
Audit fees were paid for professional services rendered by the auditors for the audit of our consolidated financial statements.
Audit-Related Fees
Audit-related fees are typically services that are reasonably related to the performance of the audit or review of the consolidated financial statements and are not reported under the audit fees item above. This item includes fees for attestation services on our financial information.
All Other Fees
Fees disclosed in the table above under “All Other Fees” consisted of other fees paid for professional services.
Audit Committee’s Pre-approval Policies and Procedures
Our audit committee is responsible for, among other things, the oversight of our independent auditors. On a yearly basis, the audit committee reviews together with management and the independent auditor, the audit plan, audit related services and other non-audit services and approves the related fees.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
Item 18. Financial Statements
See pages F-1 through F-112 of this annual report.
111
Item 19. Exhibits
EXHIBIT INDEX
Exhibit Number | | Description |
| |
|
1.1* | | Amended and Restated Bylaws of Banco Macro Bansud S.A., as amended April 28, 2006 (pending approval by the CNV). |
| | |
2.1 | | Deposit Agreement among the registrant, The Bank of New York, as depositary, and the holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipts, incorporated by reference to the Registration Statement on Form F-1, as amended, filed by Banco Macro S.A. on March 20, 2006 (File No. 333-130901). |
| | |
12.1* | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
12.2* | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
13.1* | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
13.2* | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
112

CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE YEARS ENDED DECEMBER 31, 2005, TOGETHER WITH THE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of
BANCO MACRO BANSUD S.A.
Sarmiento 447
City of Buenos Aires
We have audited the accompanying consolidated balance sheets of BANCO MACRO BANSUD S.A. (a bank organized under Argentine legislation) and its subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Bank’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Bank’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Banco Macro Bansud S.A. and its subsidiaries as of December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in accordance with the accounting principles prescribed by the Central Bank of Argentine Republic applicable to the consolidated financial statements, which differ in certain respects from the accounting principles generally accepted in the United States of America (see Note 34 to the consolidated financial statements).
City of Buenos Aires,
June 15, 2006
| PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L. |
| Member of Ernst & Young Global |
| |
| |
| NORBERTO M. NACUZZI |
| Partner |
F- 2
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
(Stated in thousands of pesos)
| | 2005 | | 2004 | |
| |
|
| |
|
| |
ASSETS | | | | | | | |
CASH | | | | | | | |
Cash on hand | | | 346,504 | | | 327,959 | |
Due from banks and correspondents | | | 842,518 | | | 1,044,197 | |
Other | | | 107 | | | 105 | |
| |
|
| |
|
| |
| | | 1,189,129 | | | 1,372,261 | |
| |
|
| |
|
| |
GOVERNMENT AND PRIVATE SECURITIES | | | | | | | |
Holdings in investment accounts | | | 105,416 | | | 53,856 | |
Holdings for trading or financial intermediation | | | 164,786 | | | 88,940 | |
Unlisted government securities | | | 199,070 | | | 839,183 | |
Instruments issued by the Central Bank of Argentina | | | 2,463,102 | | | 1,097,580 | |
Investments in listed private securities | | | 59,902 | | | 29,649 | |
Less: Allowances | | | (512 | ) | | (2,471 | ) |
| |
|
| |
|
| |
| | | 2,991,764 | | | 2,106,737 | |
| |
|
| |
|
| |
LOANS | | | | | | | |
To the non-financial government sector | | | 645,342 | | | 809,577 | |
To the financial sector | | | 80,511 | | | 81,812 | |
To the non-financial private sector and foreign residents | | | | | | | |
Overdrafts | | | 432,772 | | | 513,390 | |
Documents | | | 433,748 | | | 429,654 | |
Mortgage loans | | | 298,060 | | | 231,603 | |
Pledged loans | | | 230,321 | | | 180,831 | |
Personal loans | | | 476,917 | | | 255,553 | |
Credit cards | | | 241,344 | | | 105,117 | |
Other | | | 779,237 | | | 412,079 | |
Accrued interest, adjustments, foreign exchange and quoted price differences receivable | | | 72,861 | | | 87,528 | |
Less: Unposted payments | | | (6,050 | ) | | — | |
Less: Unearned discount | | | (10,411 | ) | | (6,759 | ) |
Less: Allowances | | | (247,532 | ) | | (225,340 | ) |
| |
|
| |
|
| |
| | | 3,427,120 | | | 2,875,045 | |
| |
|
| |
|
| |
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION | | | | | | | |
Central Bank of Argentina | | | 99,672 | | | 123,291 | |
Amounts receivable from spot and forward sales pending settlement | | | 395,980 | | | 733,995 | |
Securities and foreign currency receivable from spot and forward purchases pending settlement | | | 236,609 | | | 206,561 | |
Premiums on options taken | | | 32 | | | 421 | |
Unlisted corporate bonds | | | 927 | | | 928 | |
Other receivables not covered by debtors classification regulations | | | 325,946 | | | 756,968 | |
Receivables from forward transactions without delivery of underlying asset | | | 6 | | | 931 | |
Other receivables covered by debtors classification regulations | | | 48,516 | | | 83,002 | |
Accrued interest receivable not covered by debtors classification regulations | | | — | | | 657 | |
Less: Allowances | | | (27,600 | ) | | (107,530 | ) |
| |
|
| |
|
| |
| | | 1,080,088 | | | 1,799,224 | |
| |
|
| |
|
| |
F- 3
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
(Stated in thousands of pesos)
| | 2005 | | 2004 | |
| |
|
| |
|
| |
ASSETS SUBJECT TO FINANCIAL LEASES | | | | | | | |
Assets subject to financial leases | | | 146,265 | | | 60,922 | |
Less: Allowances | | | (1,470 | ) | | (609 | ) |
| |
|
| |
|
| |
| | | 144,795 | | | 60,313 | |
| |
|
| |
|
| |
INVESTMENTS IN OTHER COMPANIES | | | | | | | |
In financial institutions | | | 423 | | | 416 | |
Other | | | 14,586 | | | 14,825 | |
Less: Allowances | | | (1,304 | ) | | (719 | ) |
| |
|
| |
|
| |
| | | 13,705 | | | 14,522 | |
| |
|
| |
|
| |
OTHER RECEIVABLES | | | | | | | |
Receivables from sale of assets | | | 10,747 | | | 1,822 | |
Minimum presumed income tax – Tax credit | | | 53,593 | | | 53,933 | |
Other | | | 114,149 | | | 85,825 | |
Accrued interest and adjustments receivable from sale of assets | | | 11,767 | | | 176 | |
Other accrued interest and adjustments receivable | | | 48 | | | 48 | |
Less: Allowances | | | (18,246 | ) | | (6,201 | ) |
| |
|
| |
|
| |
| | | 172,058 | | | 135,603 | |
| |
|
| |
|
| |
BANK PREMISES AND EQUIPMENT, NET | | | 223,540 | | | 193,864 | |
| |
|
| |
|
| |
OTHER ASSETS | | | 174,659 | | | 158,142 | |
| |
|
| |
|
| |
INTANGIBLE ASSETS | | | | | | | |
Goodwill | | | 1,646 | | | 2,485 | |
Organization and development costs, including amparos | | | 68,445 | | | 79,046 | |
| |
|
| |
|
| |
| | | 70,091 | | | 81,531 | |
| |
|
| |
|
| |
ITEMS PENDING ALLOCATION | | | 873 | | | 515 | |
| |
|
| |
|
| |
TOTAL ASSETS | | | 9,487,822 | | | 8,797,757 | |
| |
|
| |
|
| |
F- 4
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
(Stated in thousands of pesos)
| | 2005 | | 2004 | |
| |
|
| |
|
| |
LIABILITIES | | | | | | | |
DEPOSITS | | | | | | | |
From the non-financial government sector | | | 822,687 | | | 809,764 | |
From the financial sector | | | 5,208 | | | 4,445 | |
From the non-financial private sector and foreign residents | | | | | | | |
Checking accounts | | | 1,036,175 | | | 844,969 | |
Savings accounts | | | 1,100,633 | | | 729,234 | |
Time deposits | | | 3,222,011 | | | 2,588,546 | |
Investment accounts | | | 29,826 | | | 48,598 | |
Other | | | 292,767 | | | 225,891 | |
Accrued interest, adjustments, foreign exchange and quoted price differences payable | | | 56,019 | | | 67,550 | |
| |
|
| |
|
| |
| | | 6,565,326 | | | 5,318,997 | |
| |
|
| |
|
| |
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION | | | | | | | |
Central Bank of Argentina – Other | | | 206,352 | | | 485,267 | |
Banks and international institutions | | | 154,006 | | | 14,668 | |
Amounts payable for spot and forward purchases pending settlement | | | 108,682 | | | 153,661 | |
Securities and foreign currency to be delivered under spot and forward sales pending settlement | | | 429,714 | | | 754,172 | |
Premiums on options sold | | | 18 | | | — | |
Financing received from Argentine financial institutions | | | 25,154 | | | 56,835 | |
Payables for forward transactions without delivery of underlying asset | | | 64 | | | 676 | |
Other | | | 186,371 | | | 343,665 | |
Accrued interest, adjustments, foreign exchange and quoted price differences payable | | | 32,802 | | | 111,778 | |
| |
|
| |
|
| |
| | | 1,143,163 | | | 1,920,722 | |
| |
|
| |
|
| |
OTHER LIABILITIES | | | | | | | |
Other | | | 98,628 | | | 53,986 | |
Accrued interest and adjustments | | | — | | | 78 | |
| |
|
| |
|
| |
| | | 98,628 | | | 54,064 | |
| |
|
| |
|
| |
PROVISIONS | | | 178,150 | | | 225,699 | |
| |
|
| |
|
| |
SUBORDINATED CORPORATE BONDS | | | 12,047 | | | 16,416 | |
| |
|
| |
|
| |
ITEMS PENDING ALLOCATION | | | 854 | | | 4,554 | |
| |
|
| |
|
| |
MINORITY INTEREST IN SUBSIDIARIES | | | 80 | | | 3 | |
| |
|
| |
|
| |
TOTAL LIABILITIES | | | 7,998,248 | | | 7,540,455 | |
| |
|
| |
|
| |
SHAREHOLDERS’ EQUITY | | | 1,489,574 | | | 1,257,302 | |
| |
|
| |
|
| |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | 9,487,822 | | | 8,797,757 | |
| |
|
| |
|
| |
The accompanying notes 1 through 34 to the consolidated financial statements
are an integral part of these statements.
F- 5
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
MEMORANDUM ACCOUNTS
(Stated in thousands of pesos)
| | | | 2005 | | 2004 | |
| | | | |
|
| |
|
| |
DEBIT-BALANCE ACCOUNTS | | | | | | | |
Contingent | | | | | | | |
- | | Loans borrowed (unused amounts) | | | 164,709 | | | 12,693 | |
- | | Guarantees received | | | 1,848,718 | | | 1,572,284 | |
- | | Contingent debit-balance contra accounts | | | 185,631 | | | 154,361 | |
| | | |
|
| |
|
| |
| | | | | | 2,199,058 | | | 1,739,338 | |
| | | |
|
| |
|
| |
Control | | | | | | | |
- | | Receivables classified as irrecoverable | | | 818,433 | | | 824,501 | |
- | | Other | | | 2,920,865 | | | 2,911,113 | |
- | | Control debit-balance contra accounts | | | 82,050 | | | 92,873 | |
| | | |
|
| |
|
| |
| | | | | | 3,821,348 | | | 3,828,487 | |
| | | | |
|
| |
|
| |
Derivatives | | | | | | | |
- | | Notional value of put options taken | | | 120,923 | | | 10,453 | |
- | | Notional value of forward transactions without delivery of underlying asset | | | 15,301 | | | 22,304 | |
- | | Derivative debit-balance contra accounts | | | 288,512 | | | 144,359 | |
| | | |
|
| |
|
| |
| | | | | | 424,736 | | | 177,116 | |
| | | | |
|
| |
|
| |
Trust Activity | | | | | | | |
- | | Trust funds (see note 14. ) | | | — | | | 16,782 | |
| | | |
|
| |
|
| |
| | | | | | — | | | 16,782 | |
| | | | |
|
| |
|
| |
| | TOTAL | | | 6,445,142 | | | 5,761,723 | |
| | | | |
|
| |
|
| |
F- 6
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
MEMORANDUM ACCOUNTS
(Stated in thousands of pesos)
| | | | | 2005 | | 2004 | |
| | | | |
|
| |
|
| |
CREDIT-BALANCE ACCOUNTS | | | | | | | |
Contingent | | | | | | | |
- | | Unused portion of loans granted covered by debtors classification regulations | | | (20,118 | ) | | (22,702 | ) |
- | | Guarantees provided to the Central Bank of Argentina | | | — | | | (422 | ) |
- | | Other guarantees provided covered by debtors classification regulations | | | (94,402 | ) | | (90,285 | ) |
- | | Other guarantees provided not covered by debtors classification regulations | | | (1,474 | ) | | (2,335 | ) |
- | | Other covered by debtors classification regulations | | | (69,637 | ) | | (38,617 | ) |
- | | Contingent credit-balance contra accounts | | | (2,013,427 | ) | | (1,584,977 | ) |
| | | | |
|
| |
|
| |
| | | | | | (2,199,058 | ) | | (1,739,338 | ) |
| | | | |
|
| |
|
| |
Control | | | | | | | |
- | | Checks to be credited | | | (82,050 | ) | | (92,873 | ) |
- | | Control credit-balance contra accounts | | | (3,739,298 | ) | | (3,735,614 | ) |
| | | |
|
| |
|
| |
| | | | | (3,821,348 | ) | | (3,828,487 | ) |
| | | |
|
| |
|
| |
Derivatives | | | | | | | |
- | | Notional value of call options sold | | | (120,886 | ) | | — | |
- | | Notional value of put options sold | | | (112,423 | ) | | (122,055 | ) |
- | | Notional value of forward transactions without delivery of underlying asset | | | (55,203 | ) | | (22,304 | ) |
- | | Derivatives credit-balance contra accounts | | | (136,224 | ) | | (32,757 | ) |
| | | |
|
| |
|
| |
| | | | | | (424,736 | ) | | (177,116 | ) |
| | | |
|
| |
|
| |
Trust activity | | | | | | | |
- | | Trust activity credit-balance contra accounts | | | — | | | (16,782 | ) |
| | | |
|
| |
|
| |
| | | | | — | | | (16,782 | ) |
| | | |
|
| |
|
| |
| | TOTAL | | | (6,445,142 | ) | | (5,761,723 | ) |
| | | |
|
| |
|
| |
The accompanying notes 1 through 34 to the consolidated financial statements
are an integral part of these statements.
F- 7
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Stated in thousands of pesos)
| | 2005 | | 2004 | | 2003 (2) | |
| |
|
| |
|
| |
|
| |
FINANCIAL INCOME | | | | | | | | | | |
Interest on cash and due from banks | | | 7,861 | | | 1,570 | | | 1,892 | |
Interest on loans to the financial sector | | | 6,325 | | | 3,327 | | | 1,819 | |
Interest on overdrafts | | | 53,953 | | | 25,970 | | | 21,731 | |
Interest on documents | | | 32,157 | | | 11,523 | | | 9,804 | |
Interest on mortgage loans | | | 29,655 | | | 6,887 | | | 6,794 | |
Interest on pledged loans | | | 26,160 | | | 1,641 | | | 1,727 | |
Interest on credit card loans | | | 18,233 | | | 6,011 | | | 7,832 | |
Interest on other loans | | | 121,062 | | | 61,763 | | | 29,383 | |
Interest on other receivables from financial intermediation | | | 15,115 | | | 5,611 | | | 1,971 | |
Income from government and private securities, net | | | 156,158 | | | 156,794 | | | 303,500 | |
Income from guaranteed loans - Presidential Decree No. 1,387/01 | | | 28,625 | | | 14,600 | | | 4,183 | |
C.E.R. (Benchmark Stabilization Coefficient) adjustment | | | 185,421 | | | 91,435 | | | 19,118 | |
C.V.S. (Salary Variation Coefficient) adjustment | | | 1,987 | | | 508 | | | 24 | |
Other | | | 67,138 | | | 40,251 | | | 10,122 | |
| |
|
| |
|
| |
|
| |
| | | 749,850 | | | 427,891 | | | 419,900 | |
| |
|
| |
|
| |
|
| |
FINANCIAL EXPENSE | | | | | | | | | | |
Interest on checking accounts | | | 2,647 | | | 2,335 | | | 2,759 | |
Interest on savings accounts | | | 4,302 | | | 3,161 | | | 3,269 | |
Interest on time deposits | | | 106,486 | | | 49,253 | | | 84,979 | |
Interest on financing from the financial sector | | | 980 | | | 79 | | | 3,342 | |
Interest on other liabilities from financial intermediation | | | 13,839 | | | 9,959 | | | 2,528 | |
Other interest | | | 13,288 | | | 9,646 | | | 20,598 | |
Net loss from options | | | 1,017 | | | 5 | | | 803 | |
C.E.R. adjustment | | | 117,048 | | | 25,336 | | | 41,551 | |
Other | | | 43,569 | | | 33,430 | | | 81,323 | |
| |
|
| |
|
| |
|
| |
| | | 303,176 | | | 133,204 | | | 241,152 | |
| |
|
| |
|
| |
|
| |
GROSS INTERMEDIATION MARGIN – GAIN | | | 446,674 | | | 294,687 | | | 178,748 | |
| |
|
| |
|
| |
|
| |
PROVISION FOR LOAN LOSSES | | | 70,309 | | | 36,467 | | | 35,009 | |
| |
|
| |
|
| |
|
| |
SERVICE-CHARGE INCOME | | | | | | | | | | |
Related to lending transactions | | | 19,171 | | | 7,867 | | | 3,978 | |
Related to deposits | | | 199,970 | | | 99,537 | | | 82,529 | |
Other fees | | | 12,866 | | | 7,414 | | | 6,308 | |
Other | | | 71,134 | | | 39,607 | | | 32,907 | |
| |
|
| |
|
| |
|
| |
| | | 303,141 | | | 154,425 | | | 125,722 | |
| |
|
| |
|
| |
|
| |
SERVICE-CHARGE EXPENSE | | | | | | | | | | |
Fees | | | 31,214 | | | 4,989 | | | 3,651 | |
Other | | | 28,296 | | | 19,974 | | | 16,354 | |
| |
|
| |
|
| |
|
| |
| | | 59,510 | | | 24,963 | | | 20,005 | |
| |
|
| |
|
| |
|
| |
MONETARY LOSS ON FINANCIAL INTERMEDIATION | | | — | | | — | | | (3,899 | ) |
| |
|
| |
|
| |
|
| |
F- 8
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Stated in thousands of pesos)
| | 2005 | | 2004 | | 2003 (2) | |
| |
|
| |
|
| |
|
| |
ADMINISTRATIVE EXPENSES | | | | | | | | | | |
Personnel expenses | | | 254,821 | | | 132,575 | | | 112,493 | |
Director’s and statutory auditor’s fees | | | 14,142 | | | 5,861 | | | 5,608 | |
Other professional fees | | | 26,104 | | | 16,773 | | | 15,560 | |
Advertising and publicity | | | 22,668 | | | 12,048 | | | 5,991 | |
Taxes | | | 5,808 | | | 3,353 | | | 3,175 | |
Other operating expenses | | | 104,826 | | | 74,436 | | | 71,388 | |
Other | | | 14,657 | | | 9,890 | | | 7,581 | |
| |
|
| |
|
| |
|
| |
| | | 443,026 | | | 254,936 | | | 221,796 | |
| |
|
| |
|
| |
|
| |
MONETARY LOSS ON OPERATING EXPENSES | | | — | | | — | | | (107 | ) |
| |
|
| |
|
| |
|
| |
NET INCOME FROM FINANCIAL INTERMEDIATION | | | 176,970 | | | 132,746 | | | 23,654 | |
| |
|
| |
|
| |
|
| |
OTHER INCOME | | | | | | | | | | |
Income from long-term investments | | | 2,724 | | | 27 | | | 678 | |
Penalty interest | | | 3,167 | | | 1,339 | | | 1,717 | |
Recovered loans and allowances reversed | | | 168,064 | | | 88,398 | | | 157,296 | |
C.E.R. adjustment | | | 191 | | | — | | | 8 | |
Other | | | 44,355 | | | 19,817 | | | 80,923 | |
| |
|
| |
|
| |
|
| |
| | | 218,501 | | | 109,581 | | | 240,622 | |
| |
|
| |
|
| |
|
| |
OTHER EXPENSES | | | | | | | | | | |
Penalty interest and charges payable to the Central Bank of Argentina | | | 33 | | | 146 | | | 174 | |
Charge for other-receivables uncollectibility and other allowances | | | 39,177 | | | 3,920 | | | 21,730 | |
C.E.R. adjustment | | | 3 | | | — | | | — | |
Amortization of differences from amparos | | | 14,100 | | | 11,665 | | | 6,258 | |
Other | | | 45,370 | | | 32,920 | | | 35,095 | |
| |
|
| |
|
| |
|
| |
| | | 98,683 | | | 48,651 | | | 63,257 | |
| |
|
| |
|
| |
|
| |
MINORITY INTEREST | | | (27 | ) | | — | | | — | |
| |
|
| |
|
| |
|
| |
MONETARY LOSS ON OTHER OPERATIONS | | | — | | | — | | | (337 | ) |
| |
|
| |
|
| |
|
| |
INCOME BEFORE INCOME TAX | | | 296,761 | | | 193,676 | | | 200,682 | |
| |
|
| |
|
| |
|
| |
INCOME TAX | | | 34,042 | | | 699 | | | 833 | |
| |
|
| |
|
| |
|
| |
NET INCOME FOR THE FISCAL YEAR | | | 262,719 | | | 192,977 | | | 199,849 | |
| |
|
| |
|
| |
|
| |
NET INCOME PER SHARE (1) – stated in pesos | | | 0.43 | | | 0.32 | | | 0.33 | |
| |
|
| |
|
| |
|
| |
|
(1) | See note 10. |
(2) | See note 4.2. |
The accompanying notes 1 through 34 to the consolidated financial statements
are an integral part of these statements.
F- 9
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Stated in thousands of pesos)
| | Capital stock (1) | | Adjustments to shareholders´ equity | | | | | | | | Unappropriated earnings (3) | | Total | |
| | | | | | | | | | | |
| | | | Earnings reserved | | | |
| | | |
| | | |
Changes | | | | Legal | | Voluntary | | | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2002 (3) | | | 608,943 | | | 4,511 | | | 58,349 | | | 211 | | | 253,356 | | | 925,370 | |
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on July 2, 2003: | | | | | | | | | | | | | | | | | | | |
- Legal reserve | | | | | | | | | 116,280 | | | | | | (116,280 | ) | | — | |
Net income for the year | | | | | | | | | | | | | | | 199,849 | | | 199,849 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2003 | | | 608,943 | | | 4,511 | | | 174,629 | | | 211 | | | 336,925 | | | 1,125,219 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April, 30 and July 21, 2004: | | | | | | | | | | | | | | | | | | | |
Legal reserve | | | | | | | | | 47,480 | | | | | | (47,480 | ) | | — | |
Cash dividends (2) | | | | | | | | | | | | | | | (60,894 | ) | | (60,894 | ) |
Net income for the year | | | | | | | | | | | | | | | 192,977 | | | 192,977 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2004 | | | 608,943 | | | 4,511 | | | 222,109 | | | 211 | | | 421,528 | | | 1,257,302 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April, 28, 2005: | | | | | | | | | | | | | | | | | | | |
Legal reserve | | | | | | | | | 23,193 | | | | | | (23,193 | ) | | — | |
Cash dividends (2) | | | | | | | | | | | | | | | (30,447 | ) | | (30,447 | ) |
Net income for the year | | | | | | | | | | | | | | | 262,719 | | | 262,719 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2005 | | | 608,943 | | | 4,511 | | | 245,302 | | | 211 | | | 630,607 | | | 1,489,574 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1) | See note 10. |
(2) | Through resolutions of July 20, 2004 and April 18, 2005, respectively, the Central Bank authorized the above mentioned cash dividends distribution. |
(3) | Modified from its original version to apply the adjustments to prior years´ income to these consolidated financial statements (See notes 4.2. and 7.). |
The accompanying notes 1 through 34 to the consolidated financial statements
are an integral part of these statements.
F- 10
BANCO MACRO BANSUD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Stated in thousands of pesos)
| | 2005 | | 2004 | | 2003 (1) | |
| |
|
| |
|
| |
|
| |
Cash provided by (used in) operating activities | | | | | | | | | | |
Financial income collected | | | 792,872 | | | 412,864 | | | 419,026 | |
Service-charge income collected | | | 302,738 | | | 159,501 | | | 124,294 | |
Other sources of cash (2) | | | 44,298 | | | 370,215 | | | 92,208 | |
Less: | | | | | | | | | | |
Financial expenses paid | | | (284,936 | ) | | (188,416 | ) | | (156,782 | ) |
Services-charge expenses paid | | | (59,193 | ) | | (24,895 | ) | | (19,849 | ) |
Administrative expenses paid | | | (406,821 | ) | | (220,498 | ) | | (177,658 | ) |
Other uses of cash | | | (27,998 | ) | | (33,685 | ) | | (43,184 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by operating activities | | | 360,960 | | | 475,086 | | | 238,055 | |
| |
|
| |
|
| |
|
| |
Plus: | | | | | | | | | | |
Cash provided by (used in) investing activities | | | | | | | | | | |
(Increase) / decrease in government and private securities | | | (706,893 | ) | | 474,860 | | | (1,287,874 | ) |
Increase in loans | | | (573,255 | ) | | (904,902 | ) | | (168,144 | ) |
Decrease / (increase) in other receivables from financial intermediation | | | 529,526 | | | (838,470 | ) | | 604,231 | |
Increase in other assets | | | (238,629 | ) | | (25,322 | ) | | (47,245 | ) |
| |
|
| |
|
| |
|
| |
Net cash used in investing activities | | | (989,251 | ) | | (1,293,834 | ) | | (899,032 | ) |
| |
|
| |
|
| |
|
| |
Plus: | | | | | | | | | | |
Cash provided by (used in) financing activities | | | | | | | | | | |
Increase in deposits | | | 1,252,599 | | | 807,032 | | | 1,190,515 | |
Decrease in other liabilities | | | (1,667 | ) | | (9,037 | ) | | (49,061 | ) |
(Decrease) / increase in other liabilities from financial intermediation | | | (775,326 | ) | | 779,608 | | | (127,787 | ) |
Cash dividends paid | | | (30,447 | ) | | (60,894 | ) | | — | |
| |
|
| |
|
| |
|
| |
Net cash provided by financing activities | | | 445,159 | | | 1,516,709 | | | 1,013,667 | |
| |
|
| |
|
| |
|
| |
Monetary loss generated on cash and due from banks | | | | | | | | | (4,343 | ) |
| |
|
| |
|
| |
|
| |
(Decrease)/ Increase in cash and cash equivalents | | | (183,132 | ) | | 697,961 | | | 348,347 | |
| |
|
| |
|
| |
|
| |
Cash and cash equivalents at the beginning of fiscal year (restated) | | | 1,372,261 | | | 674,300 | | | 325,953 | |
| |
|
| |
|
| |
|
| |
Cash and cash equivalents at the end of the fiscal year | | | 1,189,129 | | | 1,372,261 | | | 674,300 | |
| |
|
| |
|
| |
|
| |
|
(1) | See note 4.2. |
(2) | As of December 31, 2005, includes 40,838 related to cash of Banco Empresario de Tucumán Cooperativo Limitado (see note 3.9) and as of December 31, 2004, 336,265 related to cash of Nuevo Banco Suquía S.A. (see note 3.1.). |
The accompanying notes 1 through 34 to the consolidated financial statements
are an integral part of these statements
F- 11
BANCO MACRO BANSUD AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
(Stated in thousands of pesos, except otherwise indicated)
1. | OVERVIEW OF THE BANK |
| |
| Macro Compañía Financiera S.A. was created in 1977 as a non banking financial institution. On May 30, 1988, it was granted the authorization to operate as a commercial bank, and was incorporated, under the name of Banco Macro S.A. |
| |
| Former Banco Macro S.A.’s shares have public offer and are listed at the Buenos Aires Stock Exchange since November 1994 (see additionally note 10). |
| |
| After 1994, Banco Macro S.A.’s target market was primarily focused on regional areas outside the city of Buenos Aires. Following this strategy, in 1996, Banco Macro S.A. began the process of acquiring banks and the assets and liabilities of privatized provincial and other banks. |
| |
| On December 19, 2001 Banco Macro S.A. agreed to acquire 59.58% of the capital stock and 76.17% of the voting rights of Banco Bansud. The acquisition was effective January 4, 2002 upon approval of the Central Bank of Argentina. |
| |
| During 2003, the shareholders decided to merge both financial institutions with the strategic objective of creating a financial institution with a presence throughout Argentina. In December 2003 the merger of Banco Macro S.A. with and into Banco Bansud S.A. was authorized by the Central Bank of Argentina (the Central Bank) and the name was changed to Banco Macro Bansud S.A (the Bank or Banco Macro Bansud S.A.). |
| |
| On December 22, 2004, Banco Macro Bansud S.A. received the transfer of 100% of the shares in Nuevo Banco Suquía S.A. awarded in the “Second Public Call for Bids for the Sale of Shares in Nuevo Banco Suquía S.A. owned by Banco de la Nación Argentina and Fundación BNA” (see note 3.1) |
| |
| Since March 24, 2006, Banco Macro Bansud S.A.’s stock is listed on the New York Stock Exchange. |
| |
| The Bank offers traditional commercial banking products and services to small and medium sized companies and companies operating in regional economies, and to low and middle income individuals. |
| |
| Banco Macro Bansud S.A. conducts certain operations through subsidiaries, including Nuevo Banco Suquía S.A. (a bank acquired in December 2004 – for further information see note 3.1), Sud Bank & Trust Corporate Limited (a bank organized under Bahamas legislation), Macro Securities S.A. Sociedad de Bolsa (formerly known Sud Valores S.A. Sociedad de Bolsa), Sud Inversiones & Análisis S.A., Sud Valores S.G.F.C.I. S.A. and Macro Valores S.A. The chart showing the organizational structure as of December 31, 2005 is disclosed in note 4.1., with the percentages indicating the ownership interests and voting rights in each subsidiary. |
| |
2. | THE BANK, THE ARGENTINE MACROECONOMIC ENVIRONMENT AND FINANCIAL SYSTEM |
| |
| The Argentine economic and financial situation worsened in 2001, when the Argentine Government (the Federal Government) suspended payments on the sovereign debt and imposed severe restrictions on cash withdrawals from financial institutions. |
F- 12
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| In early 2002, the Argentine Congress enacted Public Emergency and Foreign Exchange System Reform Law No. 25,561. This law introduced significant changes to the economic model implemented until that date and amended the Convertibility Law (the currency board that pegged the Argentine peso at parity with the US dollar) effective since March 1991. After a period of an official foreign exchange market, a single foreign exchange market was established, subject to Central Bank (Central Bank of Argentina) requirements and regulations. Such laws and subsequent presidential decrees established, among others, measures that affected the financial system, primarily related to the conversion into pesos of its assets and liabilities in foreign currency at different exchange rates and the related compensatory measures. |
| |
| Since 2003, the current government administration has launched a program that included important measures such as the lifting of the restrictions on bank deposits, the relaxing of foreign-exchange controls and the monetary reunification. In addition, during 2005, the government debt restructuring process was completed and the Argentine Government settled its payable to the International Monetary Fund. |
| |
| The presentation of the financial statements requires Management to make estimates and assumptions which affect the reported figures of assets, liabilities income, expenses and contingencies. The actual amounts and results could differ from these estimates. |
| |
| These consolidated financial statements should be read in the light of the events explained above. |
| |
| The following are the measures implemented by the Argentine Government since the late 2001 economic crisis. Certain measures are still prevailing as of the date of these financial statements. Additionally, below are descriptions of the actions implemented by the Bank to address such effects. |
| |
a) | Financial compensation to financial institutions |
| Under Law No. 25,561 and the Presidential Decrees No. 214/02 and No. 2,167/02, the Federal Government established a compensation mechanism for financial institutions for the effects of those measures as a result of: |
| | |
| - | The losses caused by the conversion into pesos of a significant portion of their liabilities at the Ps. (Argentine pesos or ARS) 1.40 per U.S. dollar, greater than the exchange rate of Ps.1 per U.S. dollar established for the conversion into pesos of a significant portion of its dollar-denominated assets. The compensation mechanism would be achieved through the issuance and delivery of a peso-denominated Compensatory Bond maturing in 2007 (Boden 2007). |
| | |
| - | The currency mismatch generated by the compulsory pesification of different financial institutions’ assets and liabilities. This would be achieved through the conversion of the originally peso-denominated Compensatory Bond into a dollar-denominated Compensatory Bond and, if necessary, through the subscription of a dollar-denominated Coverage Bond (which entailed obtaining a loan from the Central Bank). To achieve this, the government established the issuance of dollar-denominated bonds maturing in 2012 (Boden 2012). |
| | |
| During August, September and October 2005, Banco Macro Bansud S.A. and its subsidiary, Nuevo Banco Suquía S.A., received the remaining compensation requested as mentioned above and paid the related liabilities to the Central Bank. |
| | |
| In addition, the Bank assigned a portion of BODEN 2012 (compensation and coverage) to settle net liabilities for such securities existing as of the date when such bonds were received. As a result, BODEN 2012 at a face value of thousand USD 62,183 were valued at their quoted prices. |
F- 13
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| The consolidated amounts recorded in the financial statements as of each date on such account, net of the transactions performed, are as follows: |
Recorded in | | Amounts as of December 31, 2005 | | Amounts as of December 31, 2004 | | Description | |
| |
|
| |
|
| |
|
| |
Government securities – Holdings in investment accounts | | | 105,416 | | | 53,856 | | | Portion of the compensation received | |
-Boden 2007 – Compensation (a) | | | 10,705 | | | 53,856 | | | | |
-Boden 2012 – Compensation | | | 94,711 | | | | | | | |
Other receivables from financial intermediation – Securities and foreign currency receivable from spot and forward purchases pending settlement | | | 82,244 | | | 91,454 | | | Portion of the compensation received used in repo transactions | |
-Boden 2012 – Compensation | | | 82,244 | | | 91,454 | | | | |
Other receivables from financial intermediation – Other receivables not covered by debtors classification regulations | | | — | | | 609,791 | | | Compensation and Coverage bonds to be issued to the Bank. | |
-Boden 2012 – Coverage | | | — | | | 280,088 | | | | |
-Boden 2007 – Compensation | | | — | | | 184,691 | | | | |
-Boden 2012 – Compensation | | | — | | | 145,012 | | | | |
| |
|
| |
|
| | | | |
Total assets | | | 187,660 | | | 755, 101 | | | | |
| |
|
| |
|
| | | | |
Other liabilities from financial intermediation – Other and Accrued interest, adjustments, foreign exchange and quoted price differences payable | | | — | | | 38,162 | | | Obligation to repay to the Central Bank for the agreed adjustments to the compensation | |
Other liabilities from financial intermediation – Other and Accrued interest, adjustments, foreign exchange and quoted price differences payable | | | — | | | 204,634 | | | Obligations payable to the Central Bank for the future subscription of BODEN 2012(Coverage Bond) | |
| |
|
| |
|
| | | | |
Total liabilities | | | — | | | 242,796 | | | | |
| |
|
| |
|
| | | | |
|
|
| (a) | As of December 31, 2005, relates to bonds received for the incorporation of certain excluded assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado (see note 3.9) |
| | | |
| As of the date of issuance of these financial statements, there are no pending matters related to such compensation. |
b) | Financial exposure to the Government sector |
| | |
| 1) | Guaranteed Loans – Presidential Decree No. 1,387/01 |
| | |
| | In late 2001, Presidential Decrees No. 1,387/01 and 1,646/01 established the basic terms and characteristics of the exchange of Argentine public-sector debt securities and Loans for new loans called Guaranteed Loans. Subsequently, Presidential Decree No. 471/02 established, among other things, the pesification of all federal, provincial and municipal government obligations denominated in foreign currency under Argentine law, at the Ps. 1.40 to USD 1 exchange rate, or its equivalent in any other currency, the adjustments by C.E.R. (Coeficiente de Estabilización de Referencia - Benchmark Stabilization Coefficient) and the interest rate applicable to each type of government security and guaranteed loan, on the basis of its average life and original currency. “CER” is an inflation adjustment coefficient based on changes in the consumer price index, which became effective as from February 3, 2002 and it is published by I.N.D.E.C. (Instituto Nacional de Estadística y Censos - Argentine Institute of Statistics and Census) |
F- 14
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | The guaranteed loans were not subject to Ministry of Economy Resolution No. 73/02, which established the deferral of payments of the Federal Government debt. |
| | |
| | In addition to the guaranteed loans received in the abovementioned exchange, the Bank performed other transactions that changed its position with respect to such loans. |
| | |
| | As of December 31, 2005, and 2004, the guaranteed loans were presented in the consolidated financial statements in “Loans – To the non-financial government sector” account in an aggregate amount of 641,801 and 720,146, net of discounts, respectively (See note 4.4.d)). |
| | |
| 2) | Provincial debt exchange – Law No. 25,570 |
| | |
| | On October 25, 2002, the Ministry of Economy issued Resolution No. 539/02 describing the mechanism to exchange eligible provincial debt provided in sections 1 and 12, Presidential Decree No. 1,579/02. The Bank received Secured Bonds as a result of such exchange. |
| | |
| | In addition to the secured bonds received in the abovementioned exchange, the Bank performed other transactions that changed its position with respect to such loans. |
| | |
| | During the year ended December 31, 2004, the Bank applied a portion of its holdings of Secured Bonds to acquire the bonds to be given to its depositors in exchange for rescheduled deposits. |
| | |
| | As of December 31, 2005 and 2004, these Secured Bonds were recorded in the consolidated financial statements in the “Unlisted government securities” account for 197,771 and 819,498, respectively (See note 4.4.b)1)). |
| | |
| 3) | Exchange of Federal government debt |
| | |
| | Presidential Decrees Nos. 1,733/04 and 1,735/04 were issued on December 10, 2004. They established for the restructuring of the Argentine Government bonds; the payment of such bonds was deferred as provided for in Section 59, Law No. 25,827 through a domestic and international exchange transaction. Such transaction should be carried out within the scope and terms and conditions detailed in such decrees and in the offer prospectus. |
| | |
| | The restructuring comprised a global exchange offer with holders in the United States, Argentina and several countries in Europe and Asia. The government securities eligible for restructuring include all securities issued before December 31, 2001. Three new debt securities (par, quasi-par and discount) were issued with a separable unit linked to GDP, replacing the government securities eligible for restructuring. All of them mature from 30 to 42 years as from December 31, 2003, at interest rates ranging from 1.33% to 8.28%. |
| | |
| | In January 2005, the exchange was launched in Argentina and the terms and conditions of the offer were presented in Europe and the United States. The final acceptance level was approximately 76%. |
| | |
| | In June 2005, the Argentine government exchanged the government securities eligible for restructuring for the new bonds and credited such bonds to the respective bank accounts through Caja de Valores (depository trust company). |
| | |
| | The following table condenses the main impacts of the above mentioned exchange transactions as of the date that each exchange occurred: |
F- 15
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Government Securities | | Loans | | Other Receivables from Financial Intermediation | | Total cumulative effect | |
| |
| |
| |
| |
| |
| | Increase | | Decrease | | Increase | | Decrease | | Increase | | Decrease | | Gain/(loss) | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Guaranteed Loans – Presidential Decree 1,378/01 (includes inflation adjustment) (note 2.b).1) | | | — | | | 342,753 | | | 498,469 | | | 11,458 | | | — | | | 144,930 | | | (672 | ) |
Provincial Debt Exchange – Presidential Decree 1,579 (note 2.b).2) | | | 708,413 | | | 36,655 | | | — | | | 119,220 | | | — | | | 552,538 | | | — | |
Exchange of Federal Government Debt – Presidential Decree 1,733/04 and 1,735/04 (note 2.b).3) | | | 12,616 | | | 12,306 | | | — | | | — | | | — | | | — | | | 310 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | | 721,029 | | | 391,714 | | | 498,469 | | | 130,678 | | | — | | | 697,468 | | | (362 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| c) | Deposits - Rescheduling of Amounts - Exchange for Federal Government bonds (Exchanges I and II) |
| | |
| | As a result of the economic crisis, the Federal Executive issued Decree No. 1,570/01 establishing severe restrictions on cash withdrawal from financial institutions. Subsequently, a number of regulations were issued to reschedule the maturity of certain deposits existing in the financial system (CEDROS). The Central Bank, through a series of Communiqués, established the dates for the reimbursements of deposits based on their currency and amounts. The last available date is August 2005. |
| | |
| | As part of the process related to lifting restrictions on bank deposits, the Federal Executive Branch established Exchanges I and II for financial system deposits. Through those exchanges, holders of deposits could opt to receive government securities in consideration for their rescheduled deposits. |
| | |
| | In relation to Exchanges I and II, the total deposits settled by the former Banco Macro S.A. and the former Banco Bansud S.A. amounted to 353,389 (246,457 related to the former Banco Bansud S. A. and 106,932 related to the former Banco Macro S.A.). As of December 31, 2005, all exchanges were completed. |
| | |
| d) | Legal actions |
| | |
| | The measures adopted by the Federal Executive in 2002 with respect to the situation of public emergency in political, economic, financial and foreign exchange matters triggered a number of legal actions brought by individuals and companies against the Federal Government, the Central Bank and financial institutions. The legal actions claimed that some of those measures infringed upon their constitutional rights. These actions are known as amparos. |
| | |
| | In the particular case of deposits denominated in foreign currency, the trial courts ordered, in some cases, the partial or total reimbursement of such deposits, either in foreign currency or at the free-exchange rate at the time of reimbursement, until a final pronouncement was made as to the constitutionality of the pesification of foreign-currency deposits, as previously established. |
| | |
| | Some of such claims were filed with the Argentine Supreme Court, which determined whether the judgments granted by the lower courts were constitutional or not, depending on each particular case and in a different way in similar situations. |
F- 16
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | In one of the last judgments, the Supreme Court established the constitutionality of the process but some aspects remained undefined. It should be noted that the effects of the Supreme Court’s judgment were limited to the parties to each case, which may change in the future. Nevertheless, lower courts usually follow and apply Supreme Court precedents. |
| | |
| | If the courts make a final favorable decision on the constitutionality of pesification of foreign-currency deposits, the Bank would be entitled to require the reimbursement of the amounts paid in excess of the amount required by effective regulations. Conversely, if the courts decide that deposits should be settled in foreign currency at the higher rates, there may be further claims against the Bank. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities. |
| | |
| | There still is uncertainty as to the final court decisions and their potential effects on: (i) the recoverability of the capitalized amounts—see below and note 6; (ii) court’s decisions which required the Bank to pay to certain depositors a portion of the original amount in US dollars; and (iii) the contingent risk of potential additional unasserted legal claims. |
| | |
| | During 2005 and to the date of issuance of the accompanying financial statements, the courts did not issue a final decision regarding the substance of such actions, the injunctions were reduced significantly and the deposits originally denominated in USD rescheduled expired. |
| | |
| | Taking into account the previous comments, the Bank’s management and legal counsel estimate that there would be no additional significant effects on the Bank’s equity that could derive from the final resolution of such actions. |
| | |
| | According to Communiqué “A” 3,916 dated April 3, 2003, the Bank carried a net capitalized amount of 42,632 and 50,037 as of December 31, 2005, and 2004, respectively, as “Intangible assets”. These amounts represent the difference between the amount of the original foreign currency deposits converted at the higher exchange rate dictated by the courts and the amount converted at the lower exchange rate pursuant to the regulations (pesification at Ps.1.4 to USD1 exchange rate, or its equivalent in another currency, plus C.E.R.). |
3. | BANK OPERATIONS |
| | | |
| 3.1. | Acquisition of Nuevo Banco Suquía S.A. |
| | | |
| | On April 27, 2004, the Bank decided to participate in the bidding process for the purchase of Nuevo Banco Suquía S.A. to increase its market share, under the framework of a competitive bidding process in which three other bidders participated. The Evaluation Committee for the bidding process carried out by Banco de la Nación Argentina (B.N.A.) for the sale of 100% of the shares (15,000,000 shares of common stock entitled to one vote per share) of Nuevo Banco Suquía S.A. preliminarily awarded the winning bid to the Bank. The stock purchase agreement was signed on September 30, 2004. |
| | | |
| | On December 9, 2004, Central Bank’s Board of Governors issued Resolution No. 361, whereby it approved the transfer of shares representing 100% of the capital stock of Nuevo Banco Suquía S.A. in favor of the Bank. |
| | | |
| | On December 22, 2004, the shares of Nuevo Banco Suquía S.A. were transferred to the Bank, in consideration of which the latter paid 16,407 in cash. Because Nuevo Banco Suquía S.A.’s shareholders’ equity (book value) amounted to 16,890, the Bank recorded a negative goodwill of 483. |
| | | |
| | Upon the transfer, pursuant to Central Bank’s rules, the value of Nuevo Banco Suquía S.A.’s assets and liabilities was as follows: |
F- 17
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Cash | | 336,266 | |
| | Government and private securities | | 475,029 | |
| | Loans | | 862,769 | |
| | Other receivables from financial intermediation | | 428,163 | |
| | Investments in other companies | | 1,893 | |
| | Other receivables | | 21,872 | |
| | Bank premises and equipment | | 47,678 | |
| | Other assets | | 25,845 | |
| | | |
| |
| | Total assets | | 2,199,515 | |
| | | |
| |
| | Deposits | | 1,548,049 | |
| | Other liabilities from financial intermediation | | 599,635 | |
| | Other liabilities | | 11,949 | |
| | Provisions | | 17,778 | |
| | Items pending allocation | | 5,214 | |
| | | |
| |
| | Total liabilities | | 2,182,625 | |
| | | |
| |
| | Total shareholders’ equity | | 16,890 | |
| | | |
| |
| | Total liabilities and shareholders’ equity | | 2,199,515 | |
| | | |
| |
| | On the same date, the Bank made an irrevocable capital contribution for future capital increases in the amount of 288,750, as agreed in the bid, and increased Nuevo Banco Suquía S.A.’s shareholders’ equity by the same amount. Additionally, on the same date, at the Regular and Special Shareholders’ Meeting of Nuevo Banco Suquía S.A. the former shareholders approved a motion to capitalize those irrevocable capital contributions, and, therefore, the capital stock increased to 303,750 (303,750,000 shares of common stock entitled to one vote per share). |
| | |
| | The results of operations of Nuevo Banco Suquía S.A. were included in these consolidated financial statements as from December 22, 2004. As of December 31, 2004, the shareholders’ equity of Nuevo Banco Suquía S.A. amounted to 307,298. |
| | |
| | The following pro forma information is presented to show the results of operations for the year ended December 31, 2004, if both banks had operated on a consolidated basis as from January 1, 2004. The balances for the year ended December 31, 2004 were considered and intercompany transactions were eliminated. These pro forma results are not necessarily indicative of the results of the consolidated entity may have in the future or would have had if merged as from January 1, 2004. |
| | Banco Macro Bansud S.A. - Consolidated | | Nuevo Banco Suquía S.A. (*) | | Pro Forma Central Bank´s Rules | |
| |
|
| |
|
| |
|
| |
Financial income | | | 427,900 | | | 181,191 | | | 609,091 | |
Financial expense | | | (133,204 | ) | | (105,315 | ) | | (238,519 | ) |
| |
|
| |
|
| |
|
| |
Gross intermediation margin – Gain | | | 294,696 | | | 75,876 | | | 370,572 | |
Provision for loan losses | | | (36,467 | ) | | (124,644 | ) | | (161,111 | ) |
Service charge income | | | 154,425 | | | 90,924 | | | 245,349 | |
Service charge expense | | | (24,963 | ) | | (24,182 | ) | | (49,145 | ) |
Administrative expenses | | | (254,980 | ) | | (109,648 | ) | | (364,628 | ) |
| |
|
| |
|
| |
|
| |
Net income / (loss) from financial intermediation | | | 132,711 | | | (91,674 | ) | | 41,037 | |
Other income | | | 109,589 | | | 46,937 | | | 156,526 | |
Other expenses | | | (48,651 | ) | | (19,742 | ) | | (68,393 | ) |
| |
|
| |
|
| |
|
| |
Net income / (loss) before income tax | | | 193,649 | | | (64,479 | ) | | 129,170 | |
Income Tax | | | (672 | ) | | — | | | (672 | ) |
| |
|
| |
|
| |
|
| |
Net income / (loss) for the year | | | 192,977 | | | (64,479 | ) | | 128,498 | |
| |
|
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|
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| | (*) | Including income (loss) from January 1, 2004 through December 21, 2004 (prior to the acquisition date). |
F- 18
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | As of December 31, 2004, Nuevo Banco Suquía S.A. reported a payable to the Central Bank (resulting from the credit assistance for illiquidity) of 260,500. As of such date, these liabilities were recorded in the “Other liabilities from financial intermediation – Central Bank of Argentina” account. On February 2, 2005, in accordance with Central Bank Communiqué “A” 4,268, the Bank paid in cash to settle such debt. |
| | |
| | On March 14, 2005, as established in Central Bank’s Board of Governors point 7 of Resolution No. 361, Banco Macro Bansud S.A. sold 50,000 shares of Nuevo Banco Suquía S.A. to three shareholders for 50; no gain or loss was recognized. Therefore, as from that date, Banco Macro Bansud S.A. holds 99.984% of the capital stock and votes of Nuevo Banco Suquía S.A. |
| | |
| | Also, on April 8, 2005, in accordance with the ruling issued by Argentine anti-trust authorities dated March 7, 2005, the Department of Technical Coordination of the Ministry of Economy and Production authorized Banco Macro Bansud S.A. to acquire the capital stock of Nuevo Banco Suquía S.A. |
| | |
| 3.2. | Acquisition of Banco Bansud S.A. and merger into Banco Macro S.A. |
| | |
| | On December 19, 2001, the former Banco Macro S.A. and Banco Nacional de México S.A. (Banamex) executed a stock purchase agreement for 38,377,021 issued and outstanding shares, representing 59.58% of capital stock and 76.17% of voting rights in the former Banco Bansud S.A. (“Bansud”). The acquisition was effective January 4, 2002. The price for such purchase was set at 65,000 payable to Banamex on December 31, 2003. However, this price could be adjusted taking into account the final recovered value obtained by the Bank for the Subordinated Saneo Certificates. As of December 31, 2003, the liability originally recorded for 65,000 was reversed and credited to income for the year then ended because such contingent purchase price was not paid. On August 12, 2004, Banamex assigned the collection rights to third parties. The new creditor notified the Bank that there were no price adjustments to be made and no amount was due. |
| | |
| | Pursuant to the agreement mentioned above, all Banamex’s rights over the irrevocable contributions for future capital increases were assigned to former Banco Macro S.A.; therefore, considering such transaction, former Banco Macro S.A. acquired 81,225% of former Banco Bansud S.A. |
| | |
| | On March 28, 2003, Banco Macro S.A. and Banco Bansud S.A. agreed to and announced the terms of their Merger. The Central Bank’s Board of Governors and the C.N.V. (Comisión Nacional de Valores - Argentine Securities and Exchange Commissions) authorized the merger of Banco Macro S.A. (absorbed company) with and into Banco Bansud S.A. (surviving company). The latter changed its name to Banco Macro Bansud S.A. In addition, the C.N.V. authorized the public offering of shares to be delivered in exchange as a result of the merger. |
| | |
| | On December 17, 2003, the name change, the merger, the amendments to the bylaws of Banco Macro Bansud S.A. and the capital increase (see Note 10) were registered with the Public Registry of Commerce of the City of Buenos Aires. |
| | |
| | In addition, through Communiqué “B” 8,085 dated December 19, 2003, the Central Bank reported that, as previously authorized effective December 17, 2003, Banco Macro S.A. merged with and into Banco Bansud S.A. and changed its name to Banco Macro Bansud S.A. |
| | |
| 3.3. | Agreement with the Misiones Provincial Government |
| | |
| | Due to the merger of Banco de Misiones S.A. with and into the former Banco Macro S.A., Banco Macro Bansud S.A., as surviving company, was appointed the Provincial Government’s exclusive financial agent, as well as revenue collection and obligation payment agent, for a term of five-year term as from January 1, 1996. |
F- 19
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | On November 25, 1999, the Bank and the Misiones Provincial Government executed a special-relationship extension agreement. The term agreement mentioned in the preceding paragraph was thereby through December 31, 2007, and the prices of the services to be rendered over such period were set. In addition, the Bank was given the option to extend the agreement a further two years, i.e. through December 31, 2009. |
| | |
| | As of December 31, 2005 and 2004, the amounts of deposits held by the Misiones Provincial Government in the Bank are 268,057 (includes 23,533 of deposits subject to court proceedings) and 257,465 (includes 21,816 of deposit subject to court proceedings), respectively. |
| | |
| 3.4. | Agreement with the Salta Provincial Government |
| | |
| | Due to the merger of Banco de Salta S.A. with and into the former Banco Macro S.A., for a ten-year term as from March 1, 1996, Banco Macro Bansud S.A., as surviving company, became the Provincial Government’s exclusive financial agent and the mandatory channel for all the Province’s payments, deposits and collections. |
| | |
| | In addition, on February 22, 2005, the Ministry of the Treasury and Publics Works of the Province of Salta approved the addendum to the special relationship agreement, which extended this agreement term, and its supplementary, extension and additional agreements for a ten-year term as 2005. Such term expires on March 1, 2016. |
| | |
| | As of December 31, 2005 and 2004, the amounts of deposits held by the Salta Provincial Government in the Bank are 191,957 (includes 45,891 of deposits subject to court proceedings), and 255,794 (includes 38,614 of deposits subject to court proceedings), respectively. |
| | |
| 3.5. | Agreement with the Jujuy Provincial Government |
| | |
| | Due to the merger of Banco de Jujuy S.A. with and into the former Banco Macro S.A., for a term of ten years as from January 12, 1998, Banco Macro Bansud S.A., as surviving company, shall be the Provincial Government’s exclusive financial agent and the mandatory channel for all the Province’s payments, deposits and collections. |
| | |
| | During the year 2005, the contract was extended until November 4, 2014. |
| | |
| | As of December 31, 2005 and 2004, the amounts of deposits held by the Jujuy Provincial Government in the Bank are 328,878 (includes 35,945 of deposits subject to court proceedings) and 286,696 (includes 29,406 of deposits subject to court proceedings), respectively. |
| | |
| 3.6. | Acquisition of assets and liabilities of the former Scotiabank Quilmes S.A. |
| | |
| | Through Resolution No. 523 of August 20, 2002, the Central Bank’s Board of Governors approved under Section No 35 bis II b), Financial Institutions Law, the formation of Laverc Trust and the transfer of certain assets of Scotiabank Quilmes S.A. (SBQ) into this trust. The trust issued Class “A”, “B” and “C” certificates of participation. In such resolution, the Central Bank also approved to the transfer of 35% of Class “A” and “B” certificates to the former Banco Bansud S.A., in compensation for the deposits assumed by the Bank. In addition, the abovementioned Resolution authorized the former Banco Bansud S.A. to incorporate 36 branches of SBQ. |
| | |
| | The Bank incorporated Class “A” and “B” certificates of participation and the liabilities assumed at the values calculated according to Central Bank’s rules and the abovementioned resolutions, which were similar to the fair values thereof as of the transaction date. As a result, this transaction had no material effects on the Bank’s shareholders’ equity because assets acquired and liabilities assumed had the same value. |
F- 20
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | As of December 31, 2004, the Bank recorded an amount of 6,774 (nil at December 31, 2005) under “Other receivables from financial intermediation - Other not included in debtors classification standards”. This receivable was paid by the LAVERC trust after such year-end. |
| | |
| 3.7. | Agreement and purchase of certain assets of Sociedad Anónima del Atlántico Compañía Financiera (SADELA) |
| | |
| | On February 13, 2004, the Central Bank ´s Board of Governors issued Resolution No. 46 regarding the transfer of secured assets and liabilities from SADELA under the framework of Financial Institutions Law section 35 bis, Title II (Exclusion Resolution). |
| | |
| | The Exclusion Resolution, recital 36, recognized that the obligations undertaken by Banco Macro Bansud S.A. regarding the SADELA deposits shall be exclusively limited to the recorded balances thereof, and that the Bank shall not become legal successor to SADELA with respect to such deposits. |
| | |
| | On March 18, 2004, Banco Macro Bansud S.A., Seguros de Depósitos S.A. SEDESA and SADELA executed the Agreement for the Sale and Assignment of certain assets of SADELA pursuant to Central Bank Resolution No. 46. In addition, on the same date, Banco Macro Bansud S.A. and SADELA executed the “Memorandum of Compliance with section 35 bis, Financial Institutions Law by SADELA”, for the purpose of setting rules, rights, obligations and conditions under which SADELA transferred and Banco Macro Bansud S.A. received the ownership of assets in the amount of 33,058, free from any encumbrance or title restriction. Such transaction did not bring about any significant effects on the Bank’s shareholders’ equity. |
| | |
| | The Bank incorporated the assets and liabilities assumed at the values calculated according to Central Bank´s rules and the abovementioned resolutions, which were similar to the fair values thereof as of the transaction date. This transaction had no material effects on the Bank’s shareholders’ equity because assets and liabilities were assumed in the same amount. |
| | |
| 3.8. | Uniones Transitorias de Empresas (JOINT VENTURES) |
| | a) | Banco Macro S.A. - Siemens Itron Business Services S.A. |
| | | |
| | | The Bank participates in the “Banco Macro S.A: - Siemens Itron – Unión Transitoria de Empresas” (a joint venture jointly controlled having an interest of 50%), under the agreement entered into by the former Banco Macro S.A. and Siemens Itron Business Services S.A. on April 7, 1998. The current subject-matter of the Unión Transitoria de Empresas (joint venture) agreement is to provide a provincial data processing center to manage tax-related assets, to modernize tax collection systems and procedures in the province of Salta, and to manage and recover the tax and municipal assessment debt. |
| | | |
| | | As of December 31, 2005 and 2004, the net assets amounted to 2,424 and 3,930, respectively, and net income of the joint venture amounted to 4,185 and 3,738, respectively. Under Central Bank rules, this interest is consolidated through the proportionate consolidation method (both net assets and income). |
| | | |
| | b) | Banco Macro Bansud S.A. - Montamat & Asociados S.R.L. |
| | | |
| | | On October 22, 2004, the Bank entered into a joint venture agreement named “BMB M&A – Unión Transitoria de Empresas” (jointly controlled having an interest of 50%) with Montamat & Asociados S.R.L. The subject-matter of such agreement will be to render audit services related to oil & gas royalties and tax easements in the province of Salta to optimize the collection thereof. |
| | | |
| | | As of December 31, 2005, the net assets amounted to 1,153 (nil at December 31, 2004). Under Central Bank rules, this interest is consolidated through the proportionate consolidation method (both net assets and income). |
F- 21
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 3.9. | Banco Empresario de Tucumán Cooperativo Limitado (BET) |
| | |
| | On November 11, 2005, through Resolution No. 345, the Central Bank´s Board of Governors notified Banco Macro Bansud S.A. of the authorization to transfer certain excluded assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado under the provisions of section No 35 bis (II), Financial Institutions Law. |
| | |
| | Therefore, the Bank recorded assets and liabilities amounting to 101,787 and 158,287, respectively, for such transaction, which were offset by a capital contribution of 56,500 made by SEDESA. Consequently, such transaction did not have any significant effects on the Bank´s shareholders´equity. |
| | |
| 3.10. | Banco del Tucumán S.A. |
| | |
| | Pursuant to the Bank strategy, Banco del Tucumán was acquired in the current fiscal year, thus increasing the Bank’s presence in the interior of Argentina. |
| | |
| | On November 24, 2005, Banco Macro Bansud S.A. signed a stock purchase agreement whereby the Bank would acquire from Banco Comafi S.A. 75% of the capital stock and voting rights in Banco del Tucumán S.A. |
| | |
| | On March 6, 2006, the Central Bank’s Board of Governors issued Resolution No. 50, whereby, among other issues, it resolved that: (i) it had no objections to the transfer of shares representing 75% of Banco del Tucumán S.A.’s capital stock to Banco Macro Bansud S.A., (ii) it authorized Banco Macro Bansud S.A. to own 75% of the capital stock of Banco del Tucumán S.A., and (iii) it had not objections to certain Directors of Banco Macro Bansud S.A. also holding the office of Directors of Banco del Tucumán S.A. |
| | |
| | On April 7, 2006, the Technical Coordination Department of the Economy and Production Ministry, in agreement with the opinion issued by the CNDC (anti-trust authorities) on March 23, 2006, authorized Banco Macro Bansud S.A. to acquire 75% of the capital stock of Banco del Tucumán S.A. The bank is currently the financial agent of the province of Tucumán. |
| | |
| | On May 5, 2006, Banco Macro Bansud S.A. effected the acquisition of 164,850 class “A” shares in Banco del Tucumán S.A., representing 75% of its capital stock, and on the same date took control over such institution. |
| | |
| | The bank paid 45,961 in cash. In addition, the Bank shall pay over to Banco Comafi S.A. 75% of the amounts to be recovered in the ten years following the date of the abovementioned agreement related to consumer loan portfolio currently fully provisioned. At the acquisition date, the abovementioned liability amount approximately to 1,662, in consequence, the total purchase price amounted to 47,623. |
| | |
| | Banco del Tucumán S.A. shareholders’ equity as of May 5, 2006, amounted to 40,065. |
| | |
| | Therefore, the bank recognized a goodwill generated by this transaction amounts to 17,574, which arises from the difference between the total price (47,623) and the 75% of shareholders´equity of Banco del Tucumán (30,049). |
F- 22
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Under Central Bank’s rules, Banco del Tucumán’s assets and liabilities as of May 5, 2006 amounted to: |
| | | Cash | | 150,190 | |
| | | Government and private securities | | 198,411 | |
| | | Loans | | 205,614 | |
| | | Other receivables from financial intermediation | | 93,227 | |
| | | Assets subject to financial leases | | 3,174 | |
| | | Investments in other companies | | 708 | |
| | | Other receivables | | 8,061 | |
| | | Bank premises and equipment | | 26,131 | |
| | | Intangible assets | | 14,261 | |
| | | Other assets | | 820 | |
| | | Items pending allocation | | 15 | |
| | | | |
| |
| | | Total assets | | 700,612 | |
| | | | |
| |
| | | Deposits | | 594,530 | |
| | | Other liabilities from financial intermediation | | 53,573 | |
| | | Other liabilities | | 11,364 | |
| | | Provisions | | 994 | |
| | | Items pending allocation | | 86 | |
| | | | |
| |
| | | Total liabilities | | 660,547 | |
| | | | |
| |
| | | Total shareholders’ equity | | 40,065 | |
| | | | |
| |
| | | Total liabilities and shareholders’ equity | | 700,612 | |
| | | | |
| |
| 3.11. | Nuevo Banco Bisel S.A |
| | |
| | On April 28, 2006, the Evaluation Committee for the “Second Public Call for Bids for the sale of shares held in Nuevo Banco Bisel owned by Banco de la Nación Argentina and Fundación B.N.A.” approved the preliminary award of the bid in favor of Banco Macro Bansud S.A. and Nuevo Banco Suquía S.A., under the terms of the Preferred Bid submitted by such institutions. |
| | |
| | Thus, the Bank keeps its strategy to increase its presence in the interior of Argentina. |
| | |
| | The related stock purchase agreement was executed on May 9, 2006. Under the Bidding Process Terms and Conditions, and their respective bids, Banco Macro Bansud S.A. and Nuevo Banco Suquía S.A. shall be required to acquire 100% of shares of common stock representing 100% of voting rights for an amount of 11,550 and 3,450, respectively. In addition, Banco Macro Bansud S.A. and Nuevo banco Suquía S.A. shall be required to contribute capital to Nuevo Banco Bisel S.A in the amounts of 639,100 and 190,900, respectively, once the transaction has been duly approved by the Central Bank of Argentina and anti-trust authorities. Such payments will be made in cash. The Bank expects the transaction to close later in 2006. |
| | |
| | According to the last information published by the Central Bank (unaudited information), the following data are disclosed as of March 31, 2006: |
| | | Total assets | | 1,836,380 | |
| | | Total liabilities | | 1,701,648 | |
| | | Total shareholders’ equity | | 134,732 | |
| | | Number of branches | | 158 | |
F- 23
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
4. | SIGNIFICANT ACCOUNTING POLICIES |
| | |
| The preparation of the Bank’s financial statements requires Management to make, in certain cases, estimates and assumptions to determine the book amounts of assets and liabilities, as well as the disclosure of contingent assets or liabilities as of each of the dates of presentation of the accounting information included in these financial statements. |
| | |
| Management records entries based on the best estimates according to the likelihood of occurrence of different future events and the final amounts may differ from such estimates, which may have a positive or negative impact on future periods. |
| | |
| 4.1. | Consolidation and basis of presentation |
| | |
| | The Consolidated Financial Statements have been prepared taking into account accounting principles issued by the Central Bank (Central Bank ´s rules). |
| | |
| | For the purpose of these financial statements certain disclosures related to formal legal requirements for reporting in Argentina, have been omitted since they are not required for SEC reporting purposes. |
| | |
| | Under Central Bank’s rules and F.A.C.P.C.E. (Federación Argentina de Consejos Profesionales de Ciencias Económicas - Argentine Federation of Professional Council in Economic Sciences) Technical Resolutions, Banco Macro Bansud S.A. has consolidated the following subsidiaries: |
| | | | | | | | | | | | | | Equity Investment amounts as of December 31, 2005 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Shares | | Percentage held of | | |
| |
|
|
|
|
| |
|
|
|
|
| | |
Company | | Class | | Number | | Capital stock | | Votes | | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Nuevo Banco Suquía S.A. (1) | | | Common | | | 303,700,000 | | | 99.984 | % | | 99.984 | % | | 473,117 | |
Sud Bank & Trust (4) (5) | | | Common | | | 9,816,899 | | | 99.999 | % | | 99.999 | % | | 103,638 | |
Macro Securities S.A. Sociedad de Bolsa (2) (4) | | | Common | | | 940,500 | | | 99.000 | % | | 99.000 | % | | 10,906 | |
Sud Inversiones & Análisis S.A. (4) | | | Common | | | 2,344,134 | | | 99.999 | % | | 99.999 | % | | 3,465 | |
Sud Valores S.G.F.C.I.S.A. (3) (4) | | | Common | | | 47,750 | | | 19.100 | % | | 19.100 | % | | 390 | |
Macro Valores S.A. (4) | | | Common | | | 1,349,290 | | | 99.95 | % | | 99.95 | % | | 3,732 | |
|
|
| (1) | From December 22, 2004. |
| (2) | Banco Macro Bansud S.A. has an indirect equity interest in Macro Securities S.A. Sociedad de Bolsa of 1% (through its subsidiary Sud Inversiones & Análisis S.A. – S.I.A.S.A.), in addition to the direct equity interest of 99% in such company. |
| (3) | Consolidated through S.I.A.S.A., its parent company (percentage held of capital stock and votes: 80.90%). |
| (4) | Consolidated as of December 31, 2005, 2004 and 2003. |
| (5) | Sud Bank & Trust consolidates with Sud Asesores (ROU) S.A. (percentage held of votes: 100%. As of December 31, 2005, the equity investment amounts to 267). |
| | |
| | The intercompany transactions have been eliminated. |
| | |
| | Prior to consolidation, the financial statements of Sud Bank & Trust were conformed to accounting principles generally accepted in the City of Buenos Aires, Argentina (Argentine GAAP) and Central Bank’s rules. As they were originally stated in United States Dollars, they were translated into pesos following the procedures indicated below: |
F- 24
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | a) | Assets and liabilities were translated at Central Bank’s benchmark US dollar exchange rate as of the closing date on the last business day of the year. |
| | | | |
| | b) | Capital stock, additional paid-in capital and irrevocable contributions were translated at the effective exchange rate as of the date on which such contributions were made. |
| | | | |
| | c) | Retained earnings were estimated by the difference between assets, liabilities and owners’ contributions as indicated above. |
| | | | |
| | d) | The amounts of income statement accounts were translated into pesos, as described in a) above. The difference between the addition of amounts and the lump-sum income (loss) for each period (difference between retained earnings at beginning of year and retained earnings as of period-end) was recorded in the consolidated statements of income in the “Financial income – Other” or “ Financial expense - Other” accounts, as the case may be. |
| | | | |
| 4.2. | Comparative information |
| | | | |
| | The consolidated financial statements as of December 31, 2005, are presented comparatively with those of December 31, 2004. The Bank’s consolidated financial statements as of December 31, 2003 were retroactively restated to include prior period adjustments for the items included in note 7. |
| | | | |
| 4.3. | Restatement in constant pesos |
| | | | |
| | Argentine GAAP requires financial statements to be stated in constant pesos. In a monetary stability context, the nominal currency is used as constant currency, but, in an inflationary or deflationary context, the financial statements should be stated in pesos reflecting the purchasing power as of their closing date by recognizing the changes in the domestic WPI (Wholesale Price Index) published by the I.N.D.E.C. under F.A.C.P.C.E. Technical Resolution No. 6 restatement method. |
| | | | |
| | The Bank’s consolidated financial statements recognize the changes in the peso purchasing power until February 28, 2003, under Presidential Decree No. 664/03, I.G.J. General Resolution No. 4/03, C.N.V. General Resolution No. 441, and Central Bank Communiqué “A” 3,921. Professional accounting standards provide that the restatement method established by Technical Resolution No. 6 should have been discontinued as from October 1, 2003. See note 6.a)1). |
| | | | |
| | The accounting information is restated in constant currency on a monthly basis, using INDEC’s domestic WPI measurements. |
| | | | |
| | The restatement coefficient for a given month will result from dividing the index value at the end of the month by the value at the beginning. |
| | | | |
| | The procedure is as follows: |
| | | | |
| | i) | Assets and liabilities are classified into monetary and non-monetary. Monetary assets and liabilities are those that are not adjusted for inflation, but generate a monetary gain (loss). The effect of inflation is broken down depending on its origin, i.e., monetary gain (loss) on financial intermediation, monetary gain (loss) on other transactions and monetary gain (loss) on other operating expenses. |
| | | | |
| | ii) | Non-monetary assets and liabilities, shareholders’ equity and statement-of-income accounts are restated. |
F- 25
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 4.4. | Valuation methods |
| | | | |
| | Main valuation methods used to prepare the consolidated financial statements under Central Bank’s rules are the following: |
| | | | |
| | a) | Assets and liabilities denominated in foreign currency: |
| | | | |
| | | The assets and liabilities denominated in US dollars were valued at Central Bank benchmark US dollar exchange rate effective as of the closing date of transactions on the last business day of each year-end. Additionally, assets and liabilities denominated in other foreign currencies were converted at Central Bank´s benchmark exchange rate. Foreign exchange differences were recorded in the income statement for each year-end as foreign exchange, net. |
| | | | |
| | b) | Government and private securities: |
| | | | |
| | | b.1) | Government securities: |
| | | | - | Listed: |
| | | | | | |
| | | | | i) | Holdings in investment accounts – compensation received from the Federal government: Under the Central Bank Communiqué “A” 3,785 they were stated at face values, plus interest accrued under the issuance terms. As described in Note 4.4.a), they were translated into pesos, as the case may be. |
| | | | | | |
| | | | | ii) | Holdings for trading or intermediation transactions: they were stated at the effective quoted price for each security as of each year-end. Differences in quoted market values were recorded in the income statement. |
| | | | | | |
| | | | - | Unlisted: |
| | | | | | |
| | | | | i) | Secured bonds under Presidential Decree No. 1,579/02: as of December 31, 2005, and 2004, they were valued as established by Central Bank Communiqué “A” 3,911, as supplemented, as explained in note 4.4.c) |
| | | | | | |
| | | | | ii) | Argentine External Bills Coupons 2004 series 74, Tax Credit Certificates, other expired and unpaid government securities and other holdings: they were valued under Central Bank Communiqué “A” 4,084, as supplemented. |
| | | | | | |
| | | | - | Instruments issued by the Central Bank: |
| | | | | | |
| | | | | i) | Listed - LEBAC (Letras del Banco Central - Central Bank bills): they were valued at the effective quoted price as of each year-end. Market value differences were recorded in the income statement. |
| | | | | | |
| | | | | ii) | Unlisted - LEBAC: they were valued at their face value, adjusted by C.E.R., plus interest accrued until each year-end, applying the rates stipulated in their issuance conditions. |
| | | | | | |
| | | | | iii) | Listed - NOBAC (Notas del Banco Central - Central Bank notes): they were valued at their effective quoted price of the respective note as of each year-end. Market value differences were recorded in the income statement. |
| | | | | | |
| | | | | iv) | Unlisted - NOBAC (Notas del Banco Central - Central Bank notes, adjusted by C.E.R.): as of December 31, 2004, they were valued at their face value, adjusted by C.E.R., plus interest accrued until year end, applying the rates stipulated in their issuance conditions. |
F- 26
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | | b.2) | Investments in listed private securities: |
| | | | | |
| | | | - | Corporate bonds, Debt securities of financial trusts, Shares and Mutual funds: they were valued at the effective quoted price at year-end. Market value differences were recorded in the income statement. |
| | | | | |
| | | | - | Certificates of participation in financial trusts: As of December 31, 2005, Macro Personal V certificates were valued at cost plus interest accrued at year-end. Additionally, the necessary allowances were recorded, pursuant to Central Bank Communiqué “A” 2,729, as supplemented. Such net value does not exceed the value arising from the shareholders’ equities of the respective trusts’ financial statements as of December 31, 2005, considering the Bank’s percentage of holdings. As of December 31, 2004, the certificates of participation in financial trust were valued at the effective quoted price at year-end. |
| | | | | |
| | The Bank uses the specific identification method in determining the cost of investments sold (not classified as trading). |
| | c) | Assets included in Central Bank Communiqué “A” 3,911, as supplemented: |
| | | |
| | | As of December 31, 2005 and 2004, such assets include: (i) secured bonds under Presidential Decree No. 1,579/02, (ii) unlisted government securities—other holdings, (iii) guaranteed loans under Presidential Decree No. 1,387/01; (iv) assistance granted to the non-financial provincial government sector and (v) other assistance granted to the non-financial government sector. |
| | | |
| | | The assets mentioned in the previous paragraphs were valued at the lower of their present values or technical values, as established by Central Bank Communiqué “A” 3,911, as supplemented. If such lower value exceeds the notional value (as defined in point 4 of Communiqué “A” 3,911), the difference is debited from the asset account and the credited is recorded in an asset offset account. If, instead, such lower value is also lower than the notional value, the difference is recorded as a loss in the income statement and the offsetting credit is recorded in the asset account. |
| | | |
| | | The amounts recorded in the asset offset account are adjusted every month based on the values calculated according to Communiqué “A” 3,911. |
| | | |
| | | In the case of peso-denominated instruments which include indexation clauses, the present value was calculated based on cash flows according to the contractual conditions (taking into account, if applicable, the accumulated C.E.R. accrual by month-end), discounted at the interest rates established in point 2 of such Communiqué (for the year ended December 31, 2005: 4.00% and for the year ended December 31, 2004: 3.50%). Such calculations were made following specific guidelines established in such Communiqué (present value rate, certain effects determined for the aggregation of securities and guaranteed loans, among others). |
| | | |
| | | In the case of peso-denominated instruments which do not include indexation clauses, Central Bank Communiqué ‘‘A’’ 4,163 established the methodology to calculate their present values. Thus, the interest rate used to discount the cash flows for the fiscal year ended December 31, 2005 was 4.50% and for the fiscal year ended December 31, 2004 was 3.71%. |
| | | |
| | d) | Loans and Other Assets from the Non-Financial Government Sector: |
| | | d.1) | Guaranteed Loans (established by Presidential Decree No. 1,387/01) |
| | | | |
| | | | Such Guaranteed Loans were valued, as explained in note 4.4.c) under Central Bank Communiqué “A” 3,911, as supplemented. |
F- 27
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | | Technical Value | | Carrying amount | | Discount | |
| | |
| |
| |
| |
| 2005 | | 647,887 | | 641,801 | | 6,086 | |
| 2004 | | 754,933 | | 720,146 | | 34,787 | |
| | | d.2) | Loans to the non-financial government sector and Other financial exposure to the non-financial government sector: |
| | | | |
| | | | They were valued, as explained in note 4.4.c) under Central Bank Communiqué “A” 3,911, as supplemented. |
| | | | |
| | e) | Interest accrual: |
| | | | |
| | | Interest has been accrued based on the compound interest method when earned or incurred. Interest on foreign currency and instruments whose maturity does not exceed 92 days is accrued based on a simple interest formula. |
| | | | |
| | | The Bank suspends the accrual of interest generally when the related loan is non-performing and the collection of interest and principal is in doubt, generally after 90 days. Accrued interest remains on the Bank’s books and is considered a part of the loan balance when determining the allowances for loan losses. Interest is then recognized on a cash basis after reducing the receivable of accrued interest, if applicable. |
| | | | |
| | f) | C.E.R. accrual: |
| | | | |
| | | As of December 31, 2005, and 2004, receivables and payables were adjusted by C.E.R. as follows: |
| | | | |
| | | - | Guaranteed loans: as explained in note 4.4.d)1). |
| | | | |
| | | - | Other loans and receivables from sale of assets: Under Central Bank Communiqué “A” 3,507, as supplemented, the payments through September 30, 2002, were made under the original terms of each transaction and were recorded as prepayments. From February 3, 2002, the principal was adjusted by C.E.R. prevailing on December 31, 2005, and 2004, as the case may be. |
| | | | |
| | | - | Deposits and other assets and liabilities: C.E.R. adjustment was applied as of December 31, 2005, and 2004, respectively. |
| | | | |
| | g) | Allowance for loan losses and provision for contingent commitments: |
| | | | |
| | | These provisions have been calculated based on the estimated uncollectibility risk of the Bank’s credit portfolio. This results from evaluating the degree of debtors´ compliance with payment terms and the guarantees and collateral supporting the respective transactions under Central Bank Communiqué “A” 2,950, as supplemented. |
| | | | |
| | | In cases where loans with specifically allocated provisions are settled and the specific provisions that had been established in previous years are greater than what is deemed necessary, the excess is reversed and recorded in current year profit. |
| | | | |
| | | Recoveries on charged off loans are recorded directly to income. |
| | | | |
| | | The Bank also assesses the credit risk associated with off-balance sheet contingent commitments and determines the appropriate amount of credit loss liability that should be recorded. The liability for off-balance sheet credit exposure related to contingent commitments is included in the “Provision for contingent commitments” account. |
F- 28
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | h) | Loans and deposits of government securities: |
| | | | |
| | | They were valued at the quoted price of each type of security, plus accrued interest. Market value differences were recorded in the income statement. |
| | | | |
| | i) | Other receivables from financial intermediation and Other liabilities from financial intermediation: |
| | | | |
| | | i.1) | “Amounts receivable from spot and forward sales pending settlement” and “Amounts payable for spot and forward purchases pending settlement” : |
| | | | |
| | | | They were valued based on the prices agreed upon for each transaction, plus related premiums accrued as of each year-end. |
| | | | |
| | | i.2) | “Securities and foreign currency receivable from spot and forward purchases pending settlement” and “ Securities and foreign currency to be delivered under spot and forward sales pending settlement”: |
| | | | |
| | | | They were valued at the quoted prices of the respective securities and foreign currency as of such dates. Market value differences were recorded in the income statement. |
| | | | |
| | | i.3) | Compensation and Federal Government Coverage Bonds (BODEN 2012) to be received (Presidential Decree No. 905/02): |
| | | | |
| | | | As of December 31, 2004, the Compensation and Federal Government Coverage Bonds to be received by the Bank were recorded under “Other receivables from financial intermediation – Other receivables not covered by debtors classification regulations”. They were stated at their nominal value, plus interest accrued according to the issuance conditions, translated into pesos as described in note 4.4.a), and net of adjustments proposed by the Central Bank in calculating the compensation (see note 2.a.1)). The related liabilities of Federal Government Compensation Bonds payable in Argentine pesos maturing in 2007 (BODEN 2007) are presented in “Other liabilities from financial intermediation”. |
| | | | |
| | | i.4) | Debt securities and certificates of participation in financial trusts: |
| | | | - | Debt securities: as of December 31, 2005 they were valued, under Central Bank Communiqué “A” 4,414, as supplemented, increasing their cost value by internal rate return. As of December 31, 2004 they were valued at the cost value, plus interest accrued as of year-end. |
| | | | | |
| | | | - | Certificates of participation: as of December 31, 2005 and 2004, they were valued at the face value plus interest accrued as of each year-end plus C.E.R. adjustment if applicable. |
| | | | | |
| | | | The amounts recorded in the Bank’s consolidated financial statements related to certificates of participation and debt securities held in financial trusts, net of allowances, amounted to: |
F- 29
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| Financial Trusts | | 2005 | | 2004 | |
|
| |
| |
| |
| BG (a) | | 82,357 | | — | |
| Tucumán (b) | | 63,269 | | — | |
| Luján (b) | | 42,571 | | 20,588 | |
| TST & AF (b) | | 32,336 | | — | |
| Tarjeta Privada | | 16,783 | | 14,700 | |
| San Isidro (b) | | 16,782 | | 16,782 | |
| Onext (b) | | 16,648 | | — | |
| Puerto Madero (b) | | 12,733 | | — | |
| Tarjeta Shopping | | 8,707 | | 7,795 | |
| Pharma | | — | | 12,809 | |
| Other | | 6,340 | | 13,086 | |
| | |
| |
| |
| Total | | 298,526 | | 85,760 | |
| | |
| |
| |
| | | |
|
| | | | a) | On December 20, 2005, Banco Galicia y Buenos Aires S.A., in its capacity as trustor, executed an agreement with Equity Trust Company (Argentina) S.A., in its capacity as trustee, whereby the BG trust was created. Such trust’s purpose is to collect certain receivables transferred by the trustor and, with the related proceeds, settle payables and certificates of participation issued. |
| | | | | |
| | | | b) | See note 14. |
| | | i.5) | Other Unlisted Corporate Bonds: |
| | | | |
| | | | As of December 31, 2005, they were valued under Central Bank Communiqué “A” 4,414, as supplemented, increasing the cost value by the internal interest rate return. As of December 31, 2004, they were valued at acquisition cost plus income accrued as of each year-end. |
| | | | |
| | j) | Assets subject to financial leases: |
| | | | |
| | | As of December 31, 2005 and 2004, they were valued at the net investment in the lease less unearned income and calculated in accordance with the conditions agreed upon in the respective agreements, by applying the interest rate imputed therein. |
| | | | |
| | k) | Investments in other companies: |
| | | | |
| | | k.1) | Non-controlled financial institutions (less than 50% ownership interest), supplementary and authorized activities: |
| | | | |
| | | | In Argentine pesos: they were valued at acquisition cost, plus the nominal value of dividends received, restated as explained in note 4.3. |
| | | | |
| | | | In foreign currency: they were valued at the acquisition cost in foreign currency, plus the nominal value of dividends received, converted into pesos in accordance with the criterion stated in note 4.4.a). |
| | | | |
| | | k.2) | In other non-controlled companies (less than 50% ownership interest): they were valued at acquisition cost, plus the nominal value of dividends received, restated as described in note 4.3., net of allowances for impairment in value. Such net values do not exceed the values calculated by the equity method on the basis of the latest financial statements published by the companies. |
F- 30
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | l) | Other receivables – Federal Government Bonds receivable: |
| | | | |
| | | As of December 31, 2005, the Bank acquired from its depositors subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2013 for an amount of 5,193 and additionally, as of December 31, 2004 the Bank acquired from its depositors subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2005, 2012 and 2013, and in Argentine Pesos maturing in 2007, for an amount of 19,706. |
| | | | |
| | | The subscription rights were valued at their respective quoted prices at year-end. |
| | | | |
| | m) | Bank premises and equipment and other assets: |
| | | | |
| | | They were valued at acquisition cost, restated as explained in note 4.3., less the related accumulated depreciation calculated under the straight line method and based on the estimated months of their useful life. |
| | | | |
| | | The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements is added to the carrying amount of the respective fixed assets. |
| | | | |
| | n) | Intangible assets: |
| | | | |
| | | n.1) | Goodwill and organization and development costs (except differences due to court orders (amparos) – Non-deductible for the determination of the computable equity): valued at their acquisition cost restated as explained in note 4.3., less the related accumulated amortization based on the estimated months of useful life. |
| | | | |
| | | n.2) | Differences due to court orders (amparos) – Non-deductible for the determination of the computable equity: as of December 31, 2005, and 2004, the “Intangible Assets – Organization and development costs” account includes 42,632 (net of amortization for 32,013) and 50,037 (net of amortization for 17,916), respectively. These amounts resulted from the difference between the amount of the original foreign currency converted at the exchange rate (higher) applied upon payment of the constitutional right protection actions (known as amparos) and the amount recorded under regulations effective upon the payment date (pesification at Ps. 1.4 to USD 1 exchange rate, or its equivalent in other currency, plus C.E.R.). Additionally, and as disclosed in Communiqué “A” 3,916, as from April 2003, the amount recorded is amortized straight line over 60 months. |
| | | | |
| | o) | Valuation of options |
| | | | |
| | | o.1) | Put options taken: they were valued at the agreed-upon strike price (accrual method).In addition, the premiums accrued were recorded under “Other receivables from financial intermediation”. |
| | | | |
| | | o.2) | Put options sold: Such options were stated at the values of the exchange of the bonds, plus interest and C.E.R. adjustment accrued as of those dates (accrual method). Their notional value relates to amounts representing contingent obligations assumed by the Bank under put options sold on the Federal Government Bond coupons established in Presidential Decrees Nos. 905/02 and 1,836/02, as supplemented, whose holders have requested such option Management has estimated that such guarantees have a fair value of zero. Under Central Bank rules, these are recorded in memorandum accounts. |
| | | | |
| | | o.3) | Call options sold: they were valued at the effective quoted price as of the year-end. Market value differences were recorded in the income statement. |
F- 31
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | | o.4) | Forward transactions offset: As of December 31, 2005 and 2004, they were valued at their quoted prices, effective at year-end. Any quoted price-differences were charged to income for the year. |
| | | | |
| | p) | Severance payments: |
| | | | |
| | | The Bank charges these payments directly to income when incurred. |
| | | | |
| | q) | Provisions for liabilities: |
| | | | |
| | | The acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise to an original recording of negative goodwill of 365,560, which is the difference between the purchase price and the book value of the net equity acquired. |
| | | | |
| | | On July 24, 2003, the Central Bank issued Communiqué “A” 3,984, which established the methods for disclosure and amortization of negative goodwill, as well as the treatment thereof in the merger process. Such amortization methods depend on the reasons that originated such negative goodwill and are summarized below: |
| | | | |
| | | - | For differences between book and fair values of government securities and guaranteed loans over the period of convergence of these values. |
| | | | |
| | | - | For differences between book and carrying values of the loan portfolio during the effective period thereof. |
| | | | |
| | | - | For expected future losses, upon occurrence thereof. |
| | | | |
| | | - | For differences between book and fair values of non-monetary assets, during the amortization term of these assets. |
| | | | |
| | | The amount reversed for the fiscal year may not exceed the amount, which would have been amortized on a straight-line basis over 60 months. |
| | | | |
| | | Therefore, if these conditions are met, such goodwill will continue to be amortized. |
| | | | |
| | | As of December 31, 2005, and 2004, the referred goodwill is disclosed under “Provisions” in liabilities in the aggregate amounts of 73,112 and 146,224, respectively, net of accumulated amortization. Therefore, as of December 31, 2005 and 2004 the Bank amortized such goodwill and credited 73,112 to “Other Income – Recovered loans and allowances reversed”, using the proportion of the cap of 20% per year established in such Communiqué. |
| | | | |
| | | Additionally, the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A gave rise to an original recording of negative goodwill of 483, which is the difference between the purchase price of the net assets acquired and the book value to those assets. |
| | | | |
| | | The Bank also has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Bank accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. |
| | | | |
| | r) | Shareholders’ equity accounts: |
| | | | |
| | | They are restated as explained in note 4.3., except for the “Capital Stock” account which is presented at its original value. The adjustment resulting from its restatement as explained in note 4.3. is included in the “Adjustments to Shareholders’ Equity” account. |
F- 32
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | s) | Consolidated Statement of Income Accounts: |
| | | |
| | | Accounts reflecting monetary transactions (financial income and expenses, service-charge income and service-charge expenses, administrative expenses, loan losses, etc.) occurred during the fiscal year ended December 31, 2005 and 2004, were computed at their historical cost; whereas for the fiscal year ended December 31, 2003 they were restated as explained in note 4.3. |
| | | |
| | | Accounts reflecting the effects of the sale, retirement or consumption of non-monetary assets were computed on the basis of the restated amounts of such assets, restated as mentioned in note 4.3. |
| | | |
| | | The effect of inflation on monetary assets and liabilities through February 28, 2003, has been recognized in three accounts called “Monetary loss on financial intermediation”, “Monetary loss on operating expenses” and “Monetary loss on other operations”. These accounts include monetary transactions which were restated by applying the adjustment coefficient to the historical amounts on a monthly basis. |
| | | |
| | t) | Consolidated statement of cash flows: |
| | | |
| | | For the purpose of reporting cash flows, cash and cash equivalents include amounts set forth under “Cash” (“Cash on hand”, “Due from banks Correspondents” and “Others”). The consolidated statements of cash flows were prepared using the measurement methods prescribed by the Central Bank. Cash and cash equivalents represent instruments which are readily convertible to known amounts of cash and have original maturities of 90 days or less. |
| | | |
| | | The Bank paid income tax of 553, 429 and 701 for the years ended December 31, 2005, 2004 and 2003, respectively. Additionally, for such periods, the Bank paid minimum presumed income tax of 12,198, 10,218 and 8,480 respectively. |
| | | |
| | | The Bank paid interest expense of 133,196, 61,424 and 120,989 as of December 31, 2005, 2004 and 2003, respectively. |
5. | INCOME TAX AND MINIMUM PRESUMED INCOME TAX (TOMPI) |
| | |
| a) | As required by Central Bank ´s rules, the Bank calculates the income tax charge by applying the 35% rate to taxable income for the year, without giving effect to temporary differences between book and taxable income. |
| | |
| | In fiscal year 1998, Law No. 25,063 established minimum presumed income tax for a ten-year term. This tax is supplementary to income tax; while the latter is levied on the taxable income for the year, minimum presumed income tax is a minimum levy assessment by applying the current 0.2% rate to the book value of certain assets. Therefore, the Bank’s tax obligation for each year will be equal to the higher of these taxes. However, if minimum presumed income tax exceeds income tax in a given year, the excess may be credited as a payment towards any income tax in excess of minimum presumed income tax that may occur in any of the following ten years, once accumulated tax loss carry forwards (NOLs) have been used. |
| | |
| | As of December 31, 2004, the Bank had accumulated NOLs. Also, the Bank assessed a minimum presumed income tax charge, which was capitalized under “Other receivables”. |
F- 33
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | As of December 31, 2005, the Bank estimated income tax in the amount of 34,042. Additionally, the Bank assessed a minimum presumed income tax charge, which was capitalized under “Other receivables”. |
| | |
| | Consequently, as of December 31, 2005, the Bank maintained a total amount of 53,593 capitalized in connection with the minimum presumed income tax credit, which is considered an asset because Management estimates it will be used within ten years, which is the period allowed by Central Bank Communiqué “A” No. 4,295, as supplemented. |
| | |
| | The following is a detail of such tax credit and the estimated NOLs, indicating the year of origin and the estimated year to use it: |
| Minimum Presumed Income Tax | |
|
| |
| Origination year | | Amount | | Estimated year will be used | |
|
| |
| |
| |
| 1999 | | 8,108 | | 2005 | |
| 2000 | | 5,859 | | 2005 | |
| 2001 | | 3,804 | | 2005 | |
| 2002 | | 8,613 | | 2005/6 | |
| 2003 | | 12,285 | | 2006/9 | |
| 2004 | | 14,924 | | 2006/9 | |
| | |
| | | |
| | | 53,593 | | | |
| | |
| | | |
| NOLs | |
|
| |
| Amount | | Expiration year | |
|
| |
| |
| 650 | | 2006 | |
| 113,870 | | 2007 | |
| 163,571 | | 2008 | |
| 82,989 | | 2009 | |
| 250 | | 2010 | |
|
| | | |
| 361,330 | | | |
|
| | | |
| | Additionally, as of December 31, 2005, the Bank prepaid 11,846 for the tax year ended December 31, 2005, recorded in the “Other receivables” account. |
| | | |
| b) | A.F.I.P. (Administración Federal de Ingresos Públicos - Argentine Tax Authorities) and other agencies’ administrative proceedings have had different interpretations regarding the tax treatment of the effect of the pesification and C.E.R. adjustment of guaranteed loans. The Bank believes that the income related to such items is not subject to income tax and therefore has not provided for such effect in the financial statements. |
6. | DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND PROFESSIONAL ACCOUNTING STANDARDS EFFECTIVE IN THE CITY OF BUENOS AIRES, ARGENTINA |
| Standards effective in the City of Buenos Aires as of December 31, 2005: |
| |
| Through Resolution C.D. No. 87/03 of June 18, 2003, the C.P.C.E.C.A.B.A. (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires—Professional Council in Economic Sciences of the City of Buenos Aires) approved the revised professional accounting standards mandatory in the City of Buenos Aires (Technical Resolutions Nos. 6, 8, 9, 16, 17, 18, 20, and 21). In particular, with respect to the financial institutions governed by the Central Bank, the C.P.C.E.C.A.B.A. kept in force Resolution C. No. 98/93, which does not require the net present value (discounting) of beginning and end-of-year balances of monetary receivables and payables generated by financial transactions and refinancing, and of other monetary receivables and payables not generated by trading of goods or services. |
F- 34
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| As of the issuance date of these consolidated financial statements, the Central Bank has not adopted the valuation and disclosure changes provided by these professional accounting standards and their application in the financial statements of financial institutions is therefore not required. For this reason, the Bank did not quantify the net effects on shareholders’ equity or income (loss) caused by all the differences between such accounting standards and Central Bank rules. |
| |
| The following are the main differences between the professional accounting standards and Central Bank rules, which affect the Bank as of December 31, 2005, 2004 and 2003: |
| a) | Valuation aspects |
| | | | |
| | 1) | The Bank has not recognized the effects of changes in the peso purchasing power from March 1, 2003 through October 1, 2003. Such recognition is required by Argentine GAAP. |
| | | | |
| | | Had the effects of changes in the peso purchasing power, as mentioned above, been recognized, the shareholders’ equity as of December 31, 2005 and 2004, would have decreased by about 6,150 and 7,858, respectively, while results of operations for the years ended would not have varied significantly. The income for the year ended December 31, 2003 would have increased by 14,547. |
| | | | |
| | 2) | The Bank assesses income tax by applying the effective rate to the estimated taxable income without considering the effect of temporary differences between book and taxable income. Under professional accounting standards, income tax should be recognized through the deferred tax method. |
| | | | |
| | 3) | Under Central Bank Communiqué “A” 3,916, as of December 31, 2005, 2004 and 2003, the Bank kept an amount of 42,632, 50,037 and 44,730, respectively, capitalized in the “Intangible assets – Organization and development costs” account. This amount represents the foreign exchange differences resulting from the compliance with legal decisions regarding precautionary measures that required the Bank to reimburse certain deposits converted into pesos in their original currency, less amortizations. In accordance with professional accounting standards, if the amounts are realizable they should have been recorded in “Other receivables”, should not have been amortized and should have been stated at market value. If the amounts are not realizable, they should be recorded as losses. |
| | | | |
| | 4) | Holdings of government securities and loans to the non-financial government sector are valued in accordance with rules and regulations issued by the Federal Government and the Central Bank. In particular, Central Bank Communiqué “A” 3,911, as supplemented, establishes a present-value criteria, applying regulated discount rates, notional values and undiscounted cash flows, as detailed in notes 4.4.b.1) and 4.4.d). Furthermore, the Central Bank’s rules for recognition of allowance for loan losses provide that receivables from the non-financial government sector are not subject to provisions for loan losses, whereas professional accounting standards require receivables to be compared with their recoverable value every time financial statements are prepared. |
| | | | |
| | | The Bank’s particular situation in this regard is as follows: |
| | | | |
| | | i) | As of December 31, 2005, the Bank booked in “Government securities – Holdings in investment accounts” and “Other receivables from financial intermediation – Securities and foreign currency receivable from spot and forward purchases pending settlement” the securities received for the compensation established by Presidential Decree No. 905/02 in the aggregate amount of 187,660. In accordance with professional accounting standards, such assets should have been recorded at their current value. As of December 31, 2005 the quoted price of such securities amounted to 167,284. |
F- 35
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | | | As of December 31, 2004, the Bank booked in “Government securities – Holdings in investment accounts” and “Other receivables from financial intermediation – Securities and foreign currency receivable from spot and forward purchases pending settlement” the securities received in compensation in the aggregate amount of 145,310. Additionally, the Bank booked in “Other receivables from financial intermediation – Other not covered by debtor classification standards” the remaining rights for securities to be received for the compensation established by Presidential Decree No. 905/02 totaling 609,791. These assets were required to be stated at market value in accordance with professional accounting standards. As of December 31, 2004, the quoted price of such compensation amounted to 533,494. |
| | | | |
| | | | As of December 31, 2003, the Bank recorded in “Government securities – Holdings in investments accounts” and “Other receivables from financial intermediation – Securities and foreign currency receivable from spot and forward purchases pending settlement” the securities received for the compensation established by Presidential Decree N° 905/02 in the aggregate amount of 141,001. In accordance with professional accounting standards, such assets should have been recorded at their current value.The quoted market price of such securities amounted to 89,430 as of December 31, 2003. |
| | | | |
| | | | As mentioned in note 2.a), the difference between the quoted price and the book amounts at beginning of year of securities intended to settle net liabilities booked under “Argentine Government bonds in US dollars accruing interest at LIBOR and maturing in 2012” should have been recorded against prior-year adjustment under professional accounting standards. |
| | | | |
| | | ii) | As of December 31, 2003, the Bank recorded in “Other receivables from financial intermediation – Other receivables not covered by debtors classification regulations” the remaining right to receive securities as compensation established by Presidential Decree No. 905/02 in the amount of 255,977. Additionally, the liability for the reimbursement to the Central Bank for 36,889 was recorded in “Other Liabilities from financial intermediation – Other”. |
| | | | |
| | | iii) | As of December 31, 2003, the Bank classified a portion of its holdings of government securities as “Holdings in investment accounts” in the aggregate amount of 2,975. In accordance with professional accounting standards, such assets should have been recorded at their current value. As of December 31, 2003, the quoted price of such securities amounted to 2,726. |
| | | | |
| | | iv) | As of December 31, 2005 and 2004, Federal Government Secured Bonds deriving from the exchange established by Presidential Decree No. 1,579/02 and other holdings of unlisted government securities were recorded in “Unlisted government securities” for a total net amount of 199,070 and 839,183, respectively. According to professional accounting standards, such assets should be stated at market value. As of December 31, 2005, and 2004, the quoted price of such assets amounted to 189,845 and 672,337, respectively. |
| | | | |
| | | | As of December 31, 2003, the securities and bonds mentioned above were recorded in “Government Securities” and “Loans” (considering that the provincial debt exchange was still pending) for an amount of 528,932, net of secured bonds to be submitted for subscription for the direct exchange to be delivered to depositors. |
| | | | |
| | | v) | As disclosed in note 2.b)1), as of December 31, 2005 and 2004, the Federal Government Guaranteed Loans from the exchange established by Presidential Decree No. 1,387/01, and Other loans to the non-financial government sector are recorded in the “Loans – To the non-financial government sector” account in the net aggregate amount of 641,801 and 720,146, respectively. According to professional accounting standards, such assets should be stated at market value. As of December 31, 2005, and 2004, the estimated market value of such loans amounted approximately to 635,477 and 649,662, respectively. |
| | | | |
| | | | As of December 31, 2003, such loans were recorded under “Loans – To the non-financial government sector” for 362,901. |
F- 36
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | | vi) | As of December 31, 2003 the Bank recorded in “Other receivables from financial intermediation”, other assistance to the non-financial government sector in the aggregate amounts of 1,453. In accordance with professional accounting standards, such assets should have been recorded at their current value. |
| In addition, the Bank allocated the adjustments referred to in note 7 as prior-year adjustment, whereas, under professional accounting standards, such adjustments should have been charged to income for the year ended December 31, 2004. |
| | | |
| | 5) | As mentioned in Note 4.4.q), the acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise originally to the recording of negative goodwill of 365,560. This resulted from the difference between the purchase price and the book value of the net equity acquired according to Central Bank’s rules. Subsequently, as mentioned in the referred note, under Central Bank Communiqué “A” 3,984, the Bank retroactively applied the valuation and disclosure regulations established in such Communiqué and amortized, as of December 31, 2005, 80% of the aggregate amount of such goodwill (the maximum amortization allowed per annum is 20%). This negative goodwill generated gains on inflation through February 28, 2003. |
| | | |
| | | In addition, the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A. generated negative goodwill of 483, resulting from the difference between the purchase price and the value of the net assets acquired applying Central Bank’s rules. |
| | | |
| | | Under professional accounting standards effective in the City of Buenos Aires, Argentina, when the cost of an investment is lower than fair value of the related identifiable assets, such difference shall be either deferred (as negative goodwill) and amortized subsequently as appropriate, on the basis of the specific circumstances of the transaction that originated such difference, or be considered a gain for the year. |
| | | |
| b) | Disclosure aspects |
| | | |
| | There are certain disclosure differences between the criteria established by Central Bank and Argentine professional accounting standards. |
| | | |
| Changes in professional accounting standards: |
| | | |
| In August 2005, the C.P.C.E.C.A.B.A. approved Resolution CD No 93/05, whereby it introduced a series of changes in its professional accounting standards, as a result of the agreement entered into with the F.A.C.P.C.E. to unify Argentine professional accounting standards. Such Resolution is effective for fiscal years beginning as from January 1, 2006, and its early enforcement is accepted. In addition, it establishes transition standards that defer the effective term of certain changes to the years beginning as from January 1, 2008. |
| | | |
| The most significant changes for the Company are as follows: |
| | | |
| - | Annulment of the suspension of the net present value measurement of beginning and end-of-year balances of monetary receivables and payables generated by financial transactions and refinancing, and of other monetary receivables and liabilities not generated by trading of goods or services in the financial institutions’ financial statements; and |
F- 37
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| - | For matters not foreseen in general or specific accounting standards and that cannot be resolved by using the general framework of accounting standards, International Financial Reporting Standards and interpretations approved by the International Accounting Standards Board, effective for the fiscal year in question, shall be applied. |
7. | PRIOR PERIOD ADJUSTMENTS |
| |
| The figures originally stated as of December 31, 2003 have been modified to give retroactive effect the following adjustments: (i) the reallocation, of the unrealized valuation difference, which had been originated by the adjustments to the compensation received under sections 28 and 29, Presidential Decree No. 905/02, equivalent to 40% of the net position in foreign currency as of December 31, 2001; and (ii) the additional adjustments arising from the effects of the asymmetrical pesification and the compensation mentioned in notes 2.a) and 11. |
| |
| The amounts of such adjustments were a net decrease to net assets of 9,222 and 81,948 as of December 31, 2003 and 2002, respectively (totaled net decreased to net assets of 91,170). |
| |
8. | RESTRICTED AND PLEDGED ASSETS |
| |
| Some of the Bank’s assets are restricted as follows: |
| a) | As of December 31, 2005 and 2004, the “Government Securities” account includes: |
| | | |
| | 1. | Discount Bonds received as exchange of Consolidation Bonds in Pesos – First Series, amounting to 2,242 and 1,775, respectively, assigned to settle payables to the Central Bank and safety-net financing originated in the acquisition of assets and liabilities from the former Banco Federal Argentino (B.F.A.). |
| | | |
| | 2. | Secured Bonds for 35,872 and 34,282 (face value of Ps. 24,400,000), respectively, as collateral for the loan granted by Banco de Inversión y Comercio Exterior S.A. (B.I.C.E.) to finance the public work “Paso San Francisco”. |
| | | |
| | 3. | As of December 31, 2005, GDP-linked securities maturing in 2035 for 276, under the provisions of the Prospectus Supplement approved by Presidential Decree No. 1,735/04, originally attached to the Discount Bonds issued under the “Offer to exchange eligible Argentine government debt securities”. |
| | | |
| | 4. | As of December 31, 2005, Listed - LEBAC (Central Bank bills) - for 7,267 as security for Rofex transactions. |
| | | |
| | 5. | As of December 31, 2005, Argentine Government Compensation Bonds in Argentine pesos at a 2% rate maturing in 2007 for 10,705 of the former Banco Empresario de Tucumán Cooperativo Limitado (Banco Empresario) as security for the loan granted by the Central Bank to such bank and repaid by Banco Macro Bansud S.A. on December 2, 2005. The Central Bank released such security on January 4, 2006. |
| | | |
| | 6. | Federal Government Bonds in US dollars at LIBOR maturing in 2012 received in compensation (see note 2.a) for 2,101, as of December 31, 2004, as security for the subscription of bonds belonging to depositors who opted for the exchange (see note 2.c)). |
| | | |
| | 7. | Government Bonds in US dollars at LIBOR maturing in 2012 received as compensation (see note 2.a)) for 48,837 as of December 31, 2004. |
F- 38
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| b) | “Loans” account includes: |
| | | |
| | 1. | As of December 31, 2005 and 2004, Federal Government Guaranteed Loans in the amount of 16,066 and 16,940, respectively, provided by the former Banco Macro S.A. as security to the Central Bank for the exchange of compensation received in Federal Government Bonds in Pesos at a 2% rate per year, maturing in 2007, for BODEN requested by depositors, under Central Bank Communiqué “B” 7,594. |
| | | |
| | 2. | As of December 31, 2005, agreements for loans backed by pledges and signature loans for 16,208 as security for Sud Inversiones & Análisis S.A., in full compliance with the terms and conditions of the program called “Mypes II (a)” and under the Global Credit Program for Small-sized and Micro-enterprises. |
| | | |
| | 3. | As of December 31, 2004, Loans secured by mortgages and pledges in the amount of 1,852, in turn provided as security in favor of the Federal Treasury Department under the Global Credit Program for Small-sized and Micro-enterprises. |
| | | |
| | 4. | Federal Government Guaranteed Loans in the amount of 3,931 as of December 31, 2004 as security in favor of the Central Bank for the loan received to acquire SADELA’s assets and liabilities, mentioned in note 3.7. |
| | | |
| c) | As of December 31, 2005, and 2004, the “Other receivables from financial intermediation” account includes: |
| | | |
| | 1. | Central Bank restricted deposits for 552 as of both years, as set forth by Communiqué “A” 1,190. The Bank has recorded allowances for 100% of this receivable. |
| | | |
| | 2. | Special guarantee accounts with the Central Bank for transactions related to electronic clearing houses and other similar transactions, its had recorded under “Other receivables from financial intermediation – Central Bank,” by 94,601 and 121,317, respectively. |
| | | |
| | 3. | As of December 31, 2005, contributions to the Risk Fund of Garantizar S.G.R. for 10,000 made by the Bank on December 26, 2005 in its capacity as contributory partner of such company. Such contributions may be fully or partially reimbursed two years after the date of the contribution. |
| | | |
| d) | As of December 31, 2005 and 2004, the “Other Receivables” account includes: |
| | | |
| | 1. | Blocked assets as of 543 and 1,292, respectively. |
| | | |
| | 2. | Guarantees related to credit card transactions by 12,178 and 13,011, respectively, and other guarantee deposits by 3,605 and 3,971 respectively, which were booked as “Guarantee deposits”. |
| | | |
| e) | As of December 31, 2005, and 2004, the “Investments in other companies” account includes: |
| | | |
| | 1. | Irrevocable contributions to Tunas del Chaco S.A., Emporio del Chaco S.A. and Prosopis S.A. in the amount of 450 (150 in each company), under the federal taxes deferment, subscribed according to the Law No. 22,021, as amended by Law No. 22,702, which provides that the investment must be kept in assets for a term not shorter than five years commencing on January 1 of the year subsequent to that when the investment was made (investment year: 2003). |
| | | |
| | 2. | Irrevocable contributions to El Taura S.A. for 61 and 90, respectively, which are exempt from provincial taxes according to the standards regulating the tourism promotion system of the Province of Salta pursuant to Provincial Law No. 6,064 (ratified by Provincial Decree No. 1,465/97 issued by the Executive of the Province of Salta), which establishes that the investment should be maintained in assets for a term of at least one year as from the payment date. |
F- 39
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | 3. | Two shares in Mercado de Valores de Buenos Aires S.A., in the amount of 1,452 (owned by Macro Securities S.A. Sociedad de Bolsa) were pledged in favor of “La Buenos Aires Cía. Argentina de Seguros S.A.” to cover the security granted in connection with the Macro Securities S.A. Sociedad de Bolsa’s failure to comply with its obligations. |
| | | |
| f) | As of December 31, 2005, Nuevo Banco de Suquía S.A. had requested to Central Bank the replacement of the original guarantee for the loan granted by the Central Bank to the Bank to purchase Government bonds maturing in 2005, 2007 and 2012. Those bonds would be used for the deposit exchange option exercised by the holders of depositors with Nuevo Banco Suquía S.A. As of December 31, 2004, Nuevo Banco Suquía S.A. had used the class “A” certificate of participation in the Suquía trust as guarantee and it was replaced by Guaranteed Loans, the amount of Guaranteed Loans affected as of December 31, 2005 is 215,941. |
| | | |
| | As of December 31, 2005 and 2004 the book-value of the loan was 216,197 and 233,747 respectively. |
| | | |
| g) | On March 9, 2004, Nuevo Banco Suquía S.A. gave secured bonds and guaranteed loans to the Central Bank as collateral for the loan for temporary illiquidity, granted through Resolution No. 315/02, dated March 21, 2002. As of December 31, 2005 and 2004, the value of secured bonds and guaranteed loans amounted to 368,924 and 351,979, respectively. |
| | | |
9. | TRANSACTIONS WITH RELATED PARTIES |
| | | |
| As of December 31, 2005, 2004 and 2003, the amounts and income (loss) of the transactions performed with subsidiaries and related companies according to the provisions of Law No. 19,550 are as follows: |
| | Nuevo Banco Suquía S.A. | | S.I.A.S.A. | | Macro Securities S.A. Sociedad de Bolsa | | Sud Bank & Trust | | Sud Valores S.G.F.C.I. S.A. | | Macro Valores S.A. | | Total 2005 | | Total 2004 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks and correspondents | | | 409 | | | — | | | — | | | 2,173 | | | — | | | — | | | 2,582 | | | 2,131 | |
Loans | | | 1,609 | | | — | | | — | | | 26,185 | | | — | | | — | | | 27,794 | | | — | |
Other receivables from financial intermediation | | | 252 | | | — | | | 36,687 | | | — | | | — | | | — | | | 36,939 | | | 14,503 | |
Other Receivables | | | 5,144 | | | — | | | — | | | — | | | — | | | — | | | 5,144 | | | 4,670 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Assets | | | 7,414 | | | — | | | 36,687 | | | 28,358 | | | — | | | — | | | 72,459 | | | 21,304 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits | | | 1,081 | | | 547 | | | 707 | | | 44 | | | 1,359 | | | 3,679 | | | 7,417 | | | 5,676 | |
Other liabilities from financial intermediation | | | 700 | | | — | | | 72,151 | | | 1,691 | | | — | | | — | | | 74,542 | | | 3,132 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total Liabilities | | | 1,781 | | | 547 | | | 72,858 | | | 1,735 | | | 1,359 | | | 3,679 | | | 81,959 | | | 8,808 | |
| |
|
| |
|
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|
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|
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|
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|
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|
| |
|
| |
F- 40
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Nuevo Banco Suquía S.A. | | S.I.A.S.A. | | Macro Securities S.A. Sociedad de Bolsa | | Sud Bank & Trust | | Sud Valores S.G.F.C.I. S.A. | | Macro Valores S.A. | | Total 2005 | | Total 2004 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
MEMORANDUM ACCOUNTS | | | | | | | | | | | | | | | | | | | | | | | | | |
Control debit accounts | | | — | | | — | | | — | | | 144,202 | | | — | | | — | | | 144,202 | | | 6,382 | |
Derivatives debit accounts | | | 21,469 | | | — | | | — | | | — | | | — | | | — | | | 21,469 | | | — | |
Contingency credit accounts | | | 1,000 | | | — | | | — | | | — | | | — | | | — | | | 1,000 | | | — | |
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|
| |
|
| |
|
| |
|
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|
| |
|
| |
|
| |
| | | 22,469 | | | — | | | — | | | 144,202 | | | — | | | — | | | 166,671 | | | 6,382 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | Nuevo Banco Suquía S.A. | | S.I.A.S.A. | | Macro Securities S.A. Sociedad de Bolsa | | Sud Bank & Trust | | Sud Valores S.G.F.C.I. S.A. | | Macro Valores S.A. | | Total 2005 | | Total 2004 | | Total 2003 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
INCOME / EXPENSE | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial income | | | 933 | | | — | | | 14 | | | 149 | | | — | | | — | | | 1,096 | | | 79 | | | 501 | |
Financial expense | | | (980 | ) | | — | | | — | | | (2,079 | ) | | (10 | ) | | — | | | (3,069 | ) | | (5,481 | ) | | (8,471 | ) |
Service-charge income | | | 10 | | | 1 | | | 64 | | | 2 | | | 1 | | | 2 | | | 80 | | | 33 | | | 10 | |
Service-charge expense | | | — | | | — | | | (37 | ) | | — | | | — | | | — | | | (37 | ) | | (58 | ) | | (112 | ) |
| |
|
| |
|
| |
|
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|
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|
| |
|
| |
|
| |
|
| |
| | | (37 | ) | | 1 | | | 41 | | | (1,928 | ) | | (9 | ) | | 2 | | | (1,930 | ) | | (5,427 | ) | | (8,072 | ) |
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|
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| During 2005 and 2004, the Bank granted loans to executive officers and directors of the Bank and certain companies related to them and its subsidiaries. Loans granted to those related parties as of December 31, 2005 and 2004 totaled 81,170 and 55,908, respectively. It is the Bank’s policy that such loans are granted in the ordinary course of business at normal credit terms, including interest rate and collateral requirements. In addition, the Bank participated in Puerto Madero VII Trust (see note 14). |
| |
| As of December 31, 2005 and 2004, the outstanding deposits of related parties were 219,222 and 36,713, respectively. |
F- 41
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
10. | CAPITAL STOCK |
| |
| As of December 31, 2005, 2004 and 2003, the capital structure is as follows: |
SHARES | | CAPITAL STOCK | |
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|
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| |
Class | | Number | | Votes per share | | Issued and outstanding (1) | | Paid-in (1) | |
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Registered Class A shares of common stock | | | 11,235,670 | | | 5 | | | 11,236 | | | 11,236 | |
Registered Class B shares of common stock | | | 597,707,767 | | | 1 | | | 597,707 | | | 597,707 | |
| |
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| | | | |
|
| |
|
| |
Total 2005, 2004 and 2003 | | | 608,943,437 | | | | | | 608,943 | | | 608,943 | |
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|
| | | | |
|
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|
| |
|
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| (1) | Related to Ps. 608,943,437. |
| | |
| On September 26, 2005, the Regular and Special Shareholders’ Meetings of BANCO MACRO BANSUD S.A. approved a capital stock increase through the public subscription of shares for a face value of up to ARS 75,000,000 by issuing up to 75,000,000 common, class B and book-entry shares, with ARS 1 face value and entitled to one vote each. The increase would amount to 12.32% of capital stock, which would thus rise from ARS 608,943,437 to ARS 683,943,437. The new Class B shares would have the same rights as the Class B shares that are outstanding upon issuance, including the right to collect dividends. The Class B shares to be issued for the approved capital stock increase will be offered for public subscription in Argentina and may be offered abroad too. |
| | |
| Since March 24, 2006, Banco Macro Bansud S.A.’s stock is listed on the New York Stock Exchange. |
| | |
| As of the date of issuance of these financial statements, the capital increase had been fully subscribed, paid in, and the 75 million class “B” shares of common stock remain pending registration with the CNV (Argentine Securities Commission). |
| | |
| Net income per common share for the fiscal years ended December 31, 2005, 2004 and 2003, was computed by dividing net income by the weighted average number of outstanding common shares for each year, considering the retroactive effect of the merger mentioned in note 3.2. |
| | |
| On April 28, 2006, the Regular and Special General Shareholders’ Meeting of Banco Macro Bansud approved, among other issues, the distribution of cash dividends amounting to 68,394 and an increase in the Legal Reserve of 52,543. |
| | |
| In addition, such Shareholders’ Meeting resolved to change of the Bank’s corporate name to Banco Macro S.A., subject to approval by the CNV (Argentine Securities Commission). |
| | |
| As of the date of issuance of these financial statements, such agency had not issued its decision in this respect. |
F- 42
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
11. | CORPORATE BONDS ISSUANCE |
| |
| The amounts recorded in the consolidated financial statements related to corporate bonds are as follows: |
CORPORATE BONDS | | As of December, 31 | |
| |
| |
Class | | Original face value | | Ref. | | 2005 | | 2004 | |
| |
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|
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|
| |
Subordinated corporate bonds | | USD | 60,000,000 | | | a.1 | ) | | — | | | — | |
Subordinated corporate bonds | | USD | 23,000,000 | | | a.1 | ) | | 8,554 | | | 12,665 | |
Subordinated corporate bonds | | USD | 4,000,000 | | | b | ) | | 3,493 | | | 3,751 | |
| | | | | | | |
|
| |
|
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Total | | | | | | | | | 12,047 | | | 16,416 | |
| | | | | | | |
|
| |
|
| |
| Maturities of the corporate bonds as of December 31, 2005, are as follows: |
| Fiscal Year | | 2005 | |
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| |
| |
| 2006 | | 9,299 | |
| 2007 | | 687 | |
| 2008 | | 687 | |
| 2009 | | 687 | |
| 2010 | | 687 | |
| | |
| |
| Total | | 12,047 | |
| | |
| |
| a.1) | On February 19, 1996, the Regular and Special Stockholders’ Meeting of the former Banco Bansud S.A. authorized issuing Subordinated Corporate Bonds for up to a face value of USD 60,000,000. |
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| | The net funds collected from these corporate bonds were used to settle the loan borrowed from the Fondo Fiduciario de Capitalización Bancaria – Bank Capitalization Trust Fund (F.F.C.B.) as consequence of the acquisition of certain assets and liabilities from the Banco Federal Argentino. |
| | |
| | After various negotiations between the parties, on April 16, 2003, the former Banco Bansud S.A. paid off at the due date, at the USD1 = ARS1 exchange rate, the last installment of the Subordinated Corporate Bond. |
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| a.2) | On April 12, 1995, the Regular Shareholders’ Meeting of the former Banco Macro S.A. approved creating a global program for the issuance of simple corporate bonds, subordinated or not, non-convertible into shares for up to an aggregate of USD 50,000,000, and it entrusted the Board of Directors the responsibility of setting the terms of the referenced bonds (price, form, payment and placement conditions, among others). |
| | |
| | i) On July 20, 1998, the former Banco Macro S.A. received the funds related to a loan that it had requested from the F.F.C.B., now Assistance Trust Fund for Financial Institutions and Insurance (F.F.A.E.F. y S.), in the amount of USD 5,000,000, and Banco Macro Bansud S.A. issued Subordinated Corporate Bonds in order to finance the acquisition of Banco de Jujuy S.A. |
| | |
| | As of December 31, 2005, the Bank paid off at the due date, at the USD1 = ARS1 exchange rate, the last installment of the Subordinated Corporate Bond. |
| | |
| | ii) Pursuant to the request made by the Bank to the F.F.C.B.’s Managing Committee on July 26, 1999, to restructure the financing previously granted, a loan agreement was executed on December 29, 1999 by B.N.A., as F.F.C.B.’s trustee, and the former Banco Macro S.A. Under such agreement, the F.F.C.B. granted the Bank a subordinated loan of USD 18,000,000, which was used by the Bank to strengthen computable equity. |
F- 43
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | The former Banco Macro S.A. undertook to repay in full the new loan convertible into subordinated corporate bonds in five annual, equal and successive installments, the first installment falling due on December 29, 2002. In addition, the loan will accrue compensatory interest at 180 days LIBOR plus 3% per year on balances, payable in arrears on an annual basis starting a year after the disbursement date. |
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| | On March 17, 2000, the former Banco Macro S.A. requested the C.N.V.’s authorization to issue the fifth series of subordinated corporate bonds in the amount of USD 18,000,000, under the Corporate Bonds issuance global program for an aggregate amount of USD 50,000,000 as mentioned in point b), in order to repay the loan granted by the FFCB on December 29, 1999. |
| | |
| | As of December 31, 2005, the Bank had paid the equivalent of USD 14,400,000. |
| | |
| The Managing Committee of the trust fund (F.F.C.B.) objected to the pesification of 50% of its loans, therefore requesting re-assessment of all payments made. |
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| In this respect, on March 17, 2005, Banco Macro Bansud S.A. advised Central Bank of the acceptance of the guidelines defined by such agency and reflecting the right to receive the compensation for the asymmetric conversion into pesos and the effect of the global net negative position resulting therefrom. As of December 31, 2004, the recognition of this liability generated an adjustment to prior year income (see note 7). |
| | |
| Although the Bank accepted the re-dollarization of 50% of the payables to the F.F.R.E. as of December 31, 2001, on July 19, 2005, it reported to the Central Bank that the creditor still had to define several aspects, such as decrease in the interest rate to be applied to amounts in pesos and in USD and the treatment of compensatory and punitive interest, which is relevant to the final calculation of the amounts due and payable to date. |
| | |
| b) | The Special Shareholders’ Meeting of Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) held on January 20, 1997, approved the issuance of subordinated corporate bonds of USD 4,000,000 to exercise the power granted to it by the second clause of the loan agreement executed with Banco Provincial de Salta (in liquidation) on June 28, 1996. As required by the bank, through Resolution No. 1,006, dated December 19, 1997, the C.N.V. authorized the entry of Banco de Salta S.A. into the public offering regime for the issuance of corporate bonds, and it also approved the public offering of such bonds. |
| | |
| | In addition, on October 19, 1999, through Resolution No. 13,043, the C.N.V. authorized the transfer in favor of Banco Macro Misiones S.A. (bank merged with and into the former Banco Macro S.A.), of the authorization granted to Banco de Salta S.A., to issue the referred corporate bonds, since the latter merged with and into the former. Furthermore, it cancelled the authorization granted to Banco de Salta S.A. for the public offering of its corporate bonds. |
| | |
| | As of December 31, 2005, the former Banco Macro S.A. had paid the equivalent of USD 2,000,000. |
| | |
12. | ITEMS IN CUSTODY |
| | |
| 12.1. | Portfolio Management |
| | a) | On March 1, 1996, Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) and the Government of the Province of Salta executed an “Agreement to Manage the Loan Portfolio of Banco Provincial de Salta (in liquidation)” related to the non-financial private sector. Former Banco Macro S.A. thereby undertook to perform all the necessary acts to manage such portfolio. In consideration, the Province of Salta assigned the former Banco Macro S.A. a percentage of the amounts effectively recovered. |
| | | |
| | | As of December 31, 2005, and 2004, the loan portfolio managed amounted to 458,249 and 460,702, respectively. |
F- 44
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | b) | By virtue of the agreement executed on August 11, 1998 between Banco de Jujuy S.A. (merged with and into the former Banco Macro S.A.) and the Province of Jujuy, the former Banco Macro S.A. undertook to perform all necessary acts to manage the loan portfolio of the former Banco de la Provincia de Jujuy and to provide the province of Jujuy with a monthly report on the tasks performed. In consideration thereof, the Province of Jujuy assigned to the former Banco Macro S.A., for all accounts and as a one-time and total consideration, a variable fee determined as a percentage of the amounts actually recovered. |
| | | |
| | | As of December 31, 2005, and 2004, the loan portfolio managed amounted to 47,764 and 49,382, respectively. |
| | | |
| | c) | In order to securitize personal signature (unsecured) loans in Argentine Pesos granted to individuals through the “Cuenta sueldo” (loan system whereby the installment payment is automatically debited from the same account into which the Bank credits the salary), on June 7 2005, the Bank created “Macro Personal V Trust” (with Banco de Valores S.A., as trustee). This trust issued classes “A” and “B” certificates of participation, which were authorized by the C.N.V., for public offering, for a face value of 59,524 and 10,504, respectively. This agreement establishes that Banco Macro Bansud S.A. as trustor is the manager of the credit portfolio. |
| | | |
| | | As of December 31, 2005, the portfolio managed by the Bank amounts to 21,875. |
| | | |
| | d) | On April 6, 2001, through Decree No. 806, the Ministry of the Treasury of the Province of Salta approved an extension to the “Contract for the service of collecting, processing and arranging information, managing the loan portfolio and performing collection procedures related to the receivables of I.P.D.U.V. (Instituto Provincial de Desarrollo Urbano y Vivienda – Provincial Institute of Urban and Housing Development) executed on March 27, 2001, between such agency and the former Banco Macro S.A. Through that extension, the Bank will provide to I.P.D.U.V., among others, the service of collecting the instalments payable by successful bidders for housing and a service of performing collection procedures related to such Institute’s receivables. In consideration thereof, the I.P.D.U.V. recognizes a percentage of the amounts effectively recovered to the former Banco Macro S.A. |
| | | |
| | | The loan portfolio managed as of December 31, 2005 and 2004, amounted to 86,691 and 85,916, respectively. |
| | | |
| | e) | On August 19, 2002, ABN AMRO Bank N.V. Sucursal Argentina, as trustee, the former Scotiabank Quilmes S.A., as trustor, Banco Comafi S.A., as collecting agent and manager and the former Banco Bansud S.A. executed an agreement for the financial trust LAVERC collection administration and management, whereby the management of the assets related to branches transferred to former Banco Bansud S.A. will be carried out by the former Banco Bansud S.A. (for further information see note 3.6.) |
| | | |
| | | As of December 31, 2005 and 2004, the portfolio managed by the Bank amounted to 195,130 and 222,754, respectively. |
| | | |
| | f) | In addition, as of December 31, 2005 and 2004, there are other portfolios managed by the Bank in the aggregate amount of 51,439 and 39,752, respectively. |
| | | |
| 12.2. | Mutual Funds |
| | | |
| | As of December 31, 2005, the Bank, in its capacity as depository institution, held in custody the shares of interest subscribed by third parties and securities from the following mutual funds: |
F- 45
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Shares of interest | | Shareholders Equity | | Investments (1) | |
| |
|
| |
|
| |
|
| |
Pionero Crecimiento | | | 1,956,437 | | | 4,093 | | | 4,004 | |
Pionero renta | | | 31,113,572 | | | 52,381 | | | 49,622 | |
Pionero Financiero Dólares | | | 17,635 | | | 55 | | | 11 | |
Pionero Pesos | | | 189,437,497 | | | 200,423 | | | 199,198 | |
Puente Hnos. | | | 10,732,614 | | | 17,022 | | | 14,461 | |
Copérnico | | | 31,516,013 | | | 120,431 | | | 79,526 | |
Pionero Global | | | 2,906,817 | | | 3,028 | | | 2,999 | |
| |
|
| | (1) | These amounts reflect the funds’ investment portfolios and are recorded under “Debit-balance accounts – Control – Other - Assets in custody”. |
13. | BANK DEPOSITS GUARANTEE INSURANCE SYSTEM |
| | | |
| Law No. 24,485 and Presidential Decree No. 540/95, provided for the organization of a Bank Deposit Guarantee Insurance System. This system is characterized as being limited, mandatory and for valuable consideration. It is designed to provide protection for risks inherent in bank deposits, subsidiary and supplementary to the one offered by the system of bank deposit priorities and protection established by Financial Institutions Law. Law 24,485 provided for the organization of SEDESA to manage the FGD (Fondo de Garantía de los Depósitos - Deposit Guarantee Fund). In August 1995, SEDESA was organized. The Bank holds a 3.4619% equity interest therein, according to the percentages set forth in Central Bank communiqué “B” 8,436 published on March 18, 2005. |
| | | |
| This system covers deposits in Argentine pesos and foreign currency made in participating institutions as checking accounts, savings accounts, time deposits or any other modes determined by the Central Bank, as long as they fulfill the requirements of Presidential Decree No. 540/95 and any others established by the enforcement agency. Additionally, the Central Bank issued regulations excluding from the deposits guarantee system those deposits made by other financial institutions, those made by entities related to the Bank, deposits of securities, among others. |
| | | |
14. | TRUST ACTIVITIES |
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| Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A. (S.I.A.S.A.), acts as trustee. In no case will the trustee be liable with its own assets or for any obligations undertaken in the performance of the trust. These obligations do not constitute any debt for the trustee and will be satisfied only with the corpus assets. Additionally, the trustee may not levy any encumbrance on the corpus assets or dispose of them beyond the limits set forth in the abovementioned trust agreements. The fees earned by the Bank in its capacity as trustee are calculated under the terms of the respective trust agreements. |
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| The following are certain characteristics of the main trusts where the Bank or its subsidiary acts as trustee: |
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| 14.1. | Trust Fund for the Economic Development of the Province of Jujuy |
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| | The purpose of the formation of the trust was to provide financial assistance to the productive sectors in the Province of Jujuy. In consequence, on May 11, 2000, the Economy Department of the Province of Jujuy (as trustor) and former Banco de Jujuy S.A. (as trustee) entered into a trust agreement (which was later amended on June 6, 2000). The trustor thereby transferred to trust the following: |
F- 46
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | (i) | the right to be assigned by the Provincial Government to the proceeds from the Federal Tax Revenue Sharing System to guarantee the settlement of the consolidated debt that flows into the Trust Fund for the Economic Development of the Province of Jujuy (up to a face value of 10,000) or the debt provided in exchange, and |
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| | (ii) | the profits arising from Trust activities. |
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| | The Bank only acts as trustee (managing the trust’s assets) and, therefore, no assets or liabilities were recorded in the consolidated financial statements. In addition, as of December 31, 2005 and 2004, the Trust managed assets amounting to 6,585 and 6,547, respectively. |
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| | Due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates. |
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| 14.2. | Transporte Automotor Plaza S.A. |
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| | The purpose of formation of the Trust was to secure the guarantee provided by the former Banco Bansud S.A. to Transporte Automotor Plaza S.A. on certain bills of exchange issued for acquiring passenger transportation buses from Scania Latinoamérica Ltda. |
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| | In consequence, on May 7, 1998, S.I.A.S.A., Transporte Automotor Plaza S.A. and the former Banco Bansud S.A., in their capacities as trustee, trustor and beneficiary, respectively, signed a trust agreement. The trustor thereby transferred to trust the following: |
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| | (i) | The rights to 15% of daily revenues from the exploitation of the public passenger transportation service, and |
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| | (ii) | a daily amount equivalent to the value of the bills to fall due in the six-month period divided by the number of working days of such period. |
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| | The trustee deposits the funds collected as mentioned in (ii) above in a trust account. The funds mentioned in (i) above are immediately reimbursed to the trustor provided there are no events of default or delay in the fulfillment of any obligation assumed towards the beneficiary. |
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| | The Bank records as loan payments the disbursements made by such trust. This trust has not operated since September 2003 and has had no assets and liabilities since then. |
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| | Due to the characteristics of the transaction (to secure the payment of the financing granted by the Bank to Transporte Automotor Plaza S.A.), the Trust did not issue certificates of participation or debt certificates. |
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| 14.3. | San Isidro Trust |
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| | The purpose of the San Isidro Trust is the sale of the real property received to pay for the certificates issued by the trust. This means that the main cash flow for the repayment of the certificates of participation will come from the sale of the property mentioned above. In consequence, on June 4, 2001, the former Banco Macro S.A., as trustee (today Sud Inversiones & Análisis S.A. is the trustee), and República S.A. de Finanzas, as trustor, executed a trust agreement. The “San Isidro” financial trust was thereby set up. Under such agreement, the trustor assigned to the trust the real property and plot of land located in the San Isidro district, to realize them and use the proceeds therefrom to redeem the certificates of participation issued by the trust. |
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| | The certificates of participation were delivered to Banco Macro Bansud S.A. (the Bank holds 100% of the certificates issued by the Trust) for the repayment of loans previously granted to República S.A. de Finanzas. This represents effectively a foreclosure since the former owner of the assets relinquished all rights to the assets to the trust and the Bank holds 100% of the trust certificates. |
F- 47
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | The Bank recorded its holdings of San Isidro Trust certificates of participation in the account “Other receivables not covered by debtors classification standards”, as explained in note 4.4.i.4). In addition, as of December 31, 2005 and 2004, the assets managed by the Trust amounted to 16,782. |
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| | The Trust issued classes “A”, “B” and “C” certificates of participation which represent the legal instrument whereby Banco Macro Bansud S.A. is entitled to receive the cash flow established in the Trust Agreement. |
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| 14.4. | Municipal Finance Reorganization Trust Fund |
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| | The purpose of the formation of the trust was to provide financial assistance to municipalities and municipal commissions in the Province of Jujuy. Consequently, on December 29, 2004, the Finance Minister of the Province of Jujuy, representing the trustor, i.e. the Provincial Government, and Banco Macro Bansud S.A., as trustee, executed a trust agreement. The trustor thereby transferred in trust the following: |
| | | (i) | Contributions from the Provincial Treasury in cash, in real property and the proceeds from the sale of real property belonging to the Provincial Government. |
| | | (ii) | One half, i.e. 50%, of property tax collections up to the annual amount of six million pesos. |
| | | (iii) | Amounts recovered from loans granted to municipalities and municipal commissions. |
| | | (iv) | Other resources assigned to the Provincial Government from its own resources, the federal government, or financing from abroad. |
| | | (v) | Proceeds from the investment of the trust fund assets. |
| | | (vi) | Whatever assets the municipalities and municipal commissions may transfer in trust, under the scope of Provincial Law No. 5,435. |
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| | The Bank only acts as trustee (managing the trust’s assets) and, therefore, no assets or liabilities were recorded in the consolidated financial statements. In addition, as of December 31, 2005, the Trust managed assets amounting to 79,644. |
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| | Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates. |
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| 14.5. | Luján Trust |
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| | The Luján Trust was created for the purpose of reducing the customer’s uncollectibility risk of the credit asistance granted to Federalia S.A. de Finanzas. Consequently, on May 20, 2003, the former Banco Bansud S.A. signed a trust agreement with Federalia S.A. de Finanzas, in its capacity as trustor, and S.I.A.S.A., in its capacity as trustee, whereby a financial trust named “Luján” was created to sell the corpus assets transferred to the trust by the trustor, in accordance with the terms of the agreement. The proceeds, net of trust expenses, were to be used to pay off the certificates of participation issued by the Trust, subject to their order of preference. The corpus assets are made up of different real property and plots of land located in the Province of Buenos Aires, Argentina. |
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| | The Bank recorded its holdings of Lujan Trust certificates of participation in the account “Other receivables not covered by debtors classification standards”, as explained in note 4.4.i.4). |
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| | The Trust issued class “Nuevo A”, “Prima A” and “B” certificates of participation. The “B” certificates are subordinated to the other certificates. |
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| 14.6. | Trusts with depositors of former Banco Bansud S.A |
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| | The purpose of the formation of these trusts was to acquire the rights to subscribe federal government bonds from depositors of former Banco Bansud S.A., who opted to participate in the exchange of deposits. |
F- 48
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Consecuently, during 2002 and 2003, certain trust agreements were signed between S.I.A.S.A. (in its capacity as trustee), the former Banco Bansud S.A. (in its capacity as beneficiary) and depositors of the former Banco Bansud S.A. (in their capacity as Trustors). Such agreement provided that: |
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| | (i) | The Bank acquired from the depositors the rights to subscribe federal government bonds. |
| | (ii) | The trustee undertook to accept such financial instrument and/or any other type of credit, obligation or security that the Federal Government may issue to exchange such deposits, which would be then transferred to the beneficiary. |
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| | As of September 30, 2005, the abovementioned agreements were terminated as their subject-matter was fulfilled and, accordingly, these trusts were terminated. |
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| 14.7. | Mypes II (a) Trust |
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| | The purpose of the trust is to provide financial assistance to small- and medium-size enterprises (Mypes) (SMEs). |
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| | Consequently, on May 26, 2004, a trust agreement was executed between the Ministry of Economy, in its capacity as trustor and beneficiary, the Ministry of Production, Department of SMEs and Regional Development, in its capacity as executor and organizer and S.I.A.S.A., in its capacity as trustee. An ordinary trust called “Mypes II (a)” was thereby created. By virtue of this trust, the trustor and beneficiary assigned in trust the following assets: |
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| | (i) | The funds contributed by the trustor and beneficiary; |
| | (ii) | The loans made by the intermediary financial institutions |
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| | Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates. |
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| | The Bank records as loans the loans made under the program. |
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| 14.8. | Northia Trust |
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| | The purpose of the trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Laboratorios Northia S.A.C.I.F.I.A. |
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| | On December 31, 2004, S.I.A.S.A., in its capacity as trustee, Laboratorios Northia S.A.C.I.F.I.A., in its capacity as trustor and/or debtor and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Northia Trust”, the purpose of which was: (i) to ensure punctual compliance with the obligations assumed by the trustor under the terms of the loan agreement; and (ii) to establish a mechanism that would allow settling the trustor’s payment obligations under the loan agreement, according to the payment schedule and the corpus assets distribution system provided for in the trust agreement. The trustor assigned and transferred in trust the following: |
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| | (i) | The collection rights derived from the sales of products made (but not yet paid) and those to be made by the trustor in the future; |
| | (ii) | The amounts the trustor was entitled to collect under the manufacturing and/or medicine provision agreements; |
| | (iii) | The trustor’s collection of its present and future billing; |
| | (iv) | The amounts that the trustor was entitled to collect for any reason and for whatever items related to and/or directly or indirectly resulting from the trustor’s products or business activities; |
| | (v) | The amounts that the trustor was entitled to collect for any reason whatsoever, either past and/or present and/or future (collectively referred to with the preceding items as the “Collection Rights”) related to the production and sale of its products. |
| | | | |
| | As of December 31, 2005 and 2004, the Bank recorded in “Loans” the loan granted to Laboratorios Northia S.A.C.I.F.I.A. |
F- 49
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | In addition, due to the characteristics of the transaction (the purpose of which is to secure the repayment of the loan granted by the Bank to Laboratorios Northia S.A.C.I.F.I.A.), the Trust did not issue certificates of participation or debt certificates. |
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| 14.9. | Fenoglio trust and Desarrollo PI trust |
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| | The purpose of the Fenoglio Trust is to secure the payment to an individual of the shares in Fenoglio S.A. acquired by Desarrollo PI S.A. |
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| | In this respect, on December 30, 2004, S.I.A.S.A., in its capacity as trustee, the individual, in its capacity as trustor, and the individual and Desarrollo PI S.A. in their capacity as beneficiaries A and B, respectively, executed a guarantee trust agreement called “Fenoglio Trust”. |
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| | In turn, the purpose of the Desarrollo PI S.A. Trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Desarrollo PI S.A. to purchase the shares in Fenoglio S.A. |
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| | Consequently, on December 30, 2004, S.I.A.S.A., in its capacity as trustee, Desarrollo PI S.A., in its capacity as trustor and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Desarrollo PI trust” to ensure the repayment of the loan. |
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| | The trustor assigned and transferred in trust the following: |
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| | (i) | All rights related to the trustor in its capacity as beneficiary B of the Fenoglio trust. |
| | (ii) | Certain Shares. |
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| | As of December 31, 2005 and 2004, the Bank recorded in “Loans” the loan granted to Desarrollo PI S.A. to purchase the shares in Fenoglio S.A. |
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| | Additionally, due to the trusts’ operating characteristics, no certificates of participation or debt certificates were issued. |
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| 14.10. | Pulte S.R.L. Trust |
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| | The purpose of the trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Pulte S.R.L. |
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| | On January 6, 2005, S.I.A.S.A., in its capacity as trustee, Pulte S.R.L., in its capacity as trustor and/or residual beneficiary and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Pulte Trust”, the purpose of which was: (i) to ensure punctual compliance with the guaranteed obligations; and (ii) to establish a mechanism that would allow settling the trustor’s payment obligations under the loan agreement, according to the payment schedule and the corpus assets distribution system provided for in the trust agreement. The trustor assigned and transferred in trust the following: |
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| | (i) Real property, including: (a) the receivables and proceeds from the real property insurance; (b) the right to obtain and use the authorizations and any type of permissions in connection with the real property; (c) the prospective sale price and/or any other way of legal divestiture of real property. |
| | (ii) Shares. |
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| | The Bank recorded in “Loans” the loan provided to Pulte S.R.L. |
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| | In addition, due to the operating characteristics of the trust (the purpose of which is to secure the repayment of the loan granted by the Bank to Pulte S.R.L.), no certificates of participation or debt certificates were issued. |
F- 50
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 14.11. | Onext Trust |
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| | The purpose of the trust is to provide enough guarantees for the repayment of the credit assistance granted by the Bank to Dalvian House S.A., Conjunto los Cerros S.A. and Dalvian Constructora S.A. |
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| | Consequently, on May 19, 2005, a trust agreement was executed by Banco Macro Bansud S.A., Banco Credicoop Cooperativo Limitado, Dalvian House S.A. and Conjunto los Cerros S.A., in their capacities as trustors, parties of the first part and S.I.A.S.A., in its capacity as trustee, party of the second part, Dalvian House S.A., in its capacity of Dalvian Constructora, party of the third part and Tecan Austral S.A., party of the fourth part, whereby the “ONEXT Financial Trust” was set up, by virtue of which the trustors conveyed the fiduciary ownership of the following: |
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| | • | Banco Macro Bansud S.A.: the amount of 16,060 to the trust account. |
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| | • | Credicoop: the amount of 16,060 to the trust account. |
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| | • | Dalvian House: the plots of land owned, including: a) the right to obtain and use the authorizations and any type of permissions in connection with such plots of land; and b) the prospective sale price and/or any other way of legal divestiture thereof. |
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| | • | Conjunto los Cerros: the plots of land owned, including: a) the right to obtain and use the authorizations and any type of permissions in connection with such plots of land; and b) the prospective sale price and/or any other way of legal divestiture thereof. |
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| | The Trust issued debt securities of 32,120,000 V.N. and certificates of participation (the collection of which is subordinated to the payment of the debt securities issued) of 48,947. |
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| | The Bank recorded its holdings of debt securities issued by the Trust in “Other receivables from financial intermediation”. |
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| 14.12. | Tucumán Trust |
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| | On August 31, 2005, S.I.A.S.A., in its capacity as trustee, Federalia Sociedad Anónima de Finanzas, Maxifarm S.A., Gabrinel S.A., in their capacity as trustors, and the holder of certificates of participation, in their capacity as beneficiaries, executed a trust agreement to create the “Tucumán” financial trust, whereby the trustors assign to the trust the fiduciary ownership of debt certificates issued by the República trust. |
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| | The purpose of such trust is to guarantee the payment of certificates of participation issued by the trustee, namely: “A” certificate of participation, with a total face value of 61,000 and “B” certificate of participation. |
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| 14.13. | Puerto Madero Siete Trust |
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| | On September 27, 2005, S.I.A.S.A., in its capacity as trustee, certain Bank´s shareholders and others, in their capacity of trustors and the holders of the certificates of participation, in their capacity as beneficiaries, executed a trust agreement to create the “Puerto Madero Siete” financial trust, the purpose of which is to purchase the real property “Dock 1, Eastern Area” and, potentially, other real property to carry out a business plan in the Puerto Madero area, City of Buenos Aires. |
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| | The trustors assign and transfer to the trust the following corpus assets: |
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| | | - | Initial contributions (mainly cash). |
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| | | - | The additional funds in Argentine pesos and/or foreign currency the beneficiaries may potentially contribute to carry out the business plan. |
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| | | - | The other assets and rights that may be incorporated into the trust during the term thereof. |
F- 51
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 14.14. | TST&AF Trust |
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| | On November 29, 2005, an agreement was executed to replace the Trustee of the TST&AF trust between Austral Financial LLC (formerly known as Tishman Speyer – Citigroup Alternative Investments and Austral Financial LLC), in its capacity as Trustor, First Trust of New York, National Association, Permanent Representation Office in Argentina, in its capacity as Trustee, Sud Inversiones & Análisis, in its capacity as Substitute Trustee and Austral Financial LLC, Proa del Puerto S.A. and Sud Bank and Trust Company Limited, in its capacity as Beneficiaries, whereby the Trustee ratifies its express and irrevocable resignation as trustee, the Beneficiaries ratify the acceptance of the Trustee’s resignation and appoint S.I.A.S.A. as Substitute Trustee of the Trust. |
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| | S.I.A.S.A., in its capacity as Substitute Trustee, will manage the following assets: |
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| | - | The site located at Block 1, “I”, Dock IV, in Puerto Madero, City of Buenos Aires, intended for the construction of a real estate project; and |
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| | - | All other assets and rights related to the abovementioned real estate. |
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15. | COMPLIANCE WITH REGULATIONS TO ACT AS OVER-THE-COUNTER MARKET AGENT |
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| The Bank’s shareholder’s equity exceeds the minimum amount required by C.N.V. Resolution No. 368/01, to act as over-the-counter market agent. |
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16. | RESTRICTION ON EARNINGS DISTRIBUTION |
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| 16.1 | Through Communiqué “A” 4,152, the Central Bank provided that those institutions that wish to distribute earnings must request Argentine Superintendency of Financial and Foreign Exchange Institutions (S.E.F. y C.’s) prior authorization and meet the requirements set forth in such Communiqué. |
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| 16.2 | As established by the Central Bank, as of December 31, 2005: |
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| | a) | 20% of income for the year, plus/less adjustment to prior-year income (loss), shall be appropriated to the legal reserve. The amount that shall be transfered from unappropriated retained earnings to increase the legal reserve is 52,544. |
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| | b) | Banco Macro Bansud S.A. may only pay dividends after making the appropriations required by the law and the Bank’s by laws. Additionally, Banco Macro Bansud S.A. may not pay dividends related to the difference between the book value and quoted price of the Federal Government Bonds in US dollars at LIBOR maturing in 2012 (Boden 2012) received under Presidential Decree No. 905/02, Title VI, sections 28 and 29, which was 20,376 at December 31, 2005. |
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| | c) | As established in Central Bank Communiqué “A” 4,295, to determine the amounts to be distributed it will be necessary to deduct the assets recorded by Banco Macro Bansud S.A. for minimum presumed income tax from unappropriated retained earnings. Such balance amounted to 42,723. |
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| | Accordingly, the Bank’s unappropriated retained earnings as of December 31, 2005, are restricted by 115,643. |
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(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 16.3 | As stated in note 11, under the agreements executed with the Trust Fund for Assistance to Financial Institutions and Insurance Companies (F.F.A.E.F.y S.), Banco Macro Bansud S.A. may not distribute as cash dividends (i) an amount exceeding 50% of liquid and realized income or (ii) an amount exceeding 25% up to 50% of liquid and realized income (as defined in regulations), unless it redeems in advance subordinated corporate bonds for an amount equivalent to 50% of the total cash dividends distributed. |
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| 16.4 | According to Law No. 25,063, the dividends distributed in cash or in kind will be subject to a 35% income tax withholding as a single and final payment. Dividend payments are subject to such withholding if they exceed the sum of: (i) the accumulated taxable earnings accumulated as of the year-end immediately prior to the payment or distribution date and (ii) certain tax-exempt income (such as dividend payments from other corporations). This is applicable for tax years ended as from December 31, 1998. |
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17. | CLAIMS FROM THE A.F.I.P–D.G.I (FEDERAL PUBLIC REVENUE ADMINISTRATION – FEDERAL TAX BUREAU) |
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| On January 21, 2002, the former Banco Bansud S.A. requested from the above agency that it be included in the debt consolidation, interest and fines exemption and installment plan system provided by Presidential Decree No. 1,384/01 in order to settle the tax payable that authorities had assessed ex-officio according to a resolution notified on December 19, 2001.The abovementioned claim from tax authorities related to income tax differences of the former Banco del Sud for the 1993 and 1994 tax years grounded on having challenged certain methods applied that –in the former Banco Bansud S.A.’s opinion– were consistent with the guidelines set by the specific regulations. |
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| The amount that the Bank has requested to settle is 10,780 in 120 monthly installments. The amount in question was charged to expense in year ended December 31, 2001. As of December 31, 2005, the unpaid installments of such settlement were recorded in the “Other liabilities” account. |
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| Between 2002 and 2006, the former Banco Bansud S.A. and Banco Macro Bansud S.A. filed appeals and administrative remedies with the Federal Administrative Tax Court against A.F.I.P. – D.G.I. against resolutions which, in accordance with the position mentioned in the preceding paragraphs, had questioned the tax calculation for fiscal years 1995 through 1999. |
| | | | |
| The issue under discussion and on which the A.F.I.P. bases its position is the impossibility to deduct the credits with collateral security and the requirement to begin judicial collection proceedings for outstanding receivables to be deducted for tax purposes. Both issues were analyzed by the Federal Administrative Tax Court, which issued a resolution in favor of the position assumed by Banco Macro Bansud S.A. |
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| Management believes that is not probable that these issues will result in additional losses and therefore no additional amounts have been accrued. |
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(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 18. | BALANCES IN FOREIGN CURRENCY |
| | | | |
| | The balances of assets and liabilities denominated in foreign currency are as follows: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
|
| |
|
| |
ASSETS | | | | | | | |
Cash and due from banks | | | 692,246 | | | 715,907 | |
Government and private securities | | | 232,269 | | | 116,347 | |
Loans | | | 542,108 | | | 361,549 | |
Other receivables from financial intermediation | | | 355,274 | | | 763,920 | |
Investments in other companies | | | 453 | | | 99,893 | |
Other receivables | | | 11,986 | | | 25,439 | |
| |
|
| |
|
| |
Total | | | 1,834,336 | | | 2,083,055 | |
| |
|
| |
|
| |
LIABILITIES | | | | | | | |
Deposits | | | 1,092,755 | | | 1,008,586 | |
Other liabilities from financial intermediations | | | 393,064 | | | 404,543 | |
Other liabilities | | | 3,477 | | | 930 | |
Subordinated Corporate Bonds | | | 5,461 | | | — | |
Items pending allocation | | | 25 | | | 48 | |
| |
|
| |
|
| |
Total | | | 1,494,782 | | | 1,414,107 | |
| |
|
| |
|
| |
19. | INTEREST-BEARING DEPOSITS WITH OTHER BANKS |
| | |
| 19.1 | Included in “Cash and Due from Banks” there are: (a) interest-bearing deposits with the Central Bank totaling 619,695 and 625,906 as of December 31, 2005 and 2004, respectively and (b) interest-bearing deposits in foreign banks totaling 149,514 and 360,206 as of December 31, 2005 and 2004, respectively. |
| | |
| | The interest-bearing deposits with the B.C.R.A. yielded a nominal annual interest rate of 2.55% and 2.05% as of December 31, 2005 and 2004, respectively; and the interest-bearing deposits in foreign banks yielded a nominal annual interest rate of approximately 3.54% and 0.625% as of December 31, 2005 and 2004, respectively. |
| | |
| 19.2 | Included in “Other Receivables from Financial Intermediation” there are other interest-bearing deposits with Central Bank totaling 94,601 and 98,339 as of December 31, 2005 and 2004, respectively. |
F- 54
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
20. | GOVERNMENT AND PRIVATE SECURITIES |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
|
| |
|
| |
GOVERNMENT SECURITIES | | | | | | | |
Holdings in investment accounts | | | | | | | |
In pesos: | | | | | | | |
Federal government bonds, maturity 2007 – Compensation | | | 10,705 | | | — | |
| |
|
| |
|
| |
Subtotal holdings in investment accounts – in pesos | | | 10,705 | | | — | |
In foreign currency: | | | | | | | |
Federal government bonds in USD at LIBOR, maturity 2012 – Compensation | | | 94,711 | | | 53,856 | |
| |
|
| |
|
| |
Subtotal holdings in investment accounts – in foreign currency | | | 94,711 | | | 53,856 | |
| |
|
| |
|
| |
Subtotal holdings in investment accounts | | | 105,416 | | | 53,856 | |
| |
|
| |
|
| |
Holdings for trading or intermediation | | | | | | | |
In pesos: | | | | | | | |
Consolidation bonds of social security payables in pesos | | | 9,110 | | | 11,557 | |
Federal government bonds (maturity 2007, 2008 and 2014) | | | 644 | | | 1,277 | |
Consolidation bonds in pesos | | | 2,906 | | | 5,649 | |
Secured bonds Decree 1,579/02 | | | 22,391 | | | 18,351 | |
Discount Bonds in Pesos | | | 13,378 | | | — | |
Other | | | 2,069 | | | 869 | |
| |
|
| |
|
| |
Subtotal holdings for trading or intermediation - In pesos | | | 50,498 | | | 37,703 | |
| |
|
| |
|
| |
In foreign currency: | | | | | | | |
Federal government bonds – (maturity 2005, 2006, 2012 and 2013) | | | 109,658 | | | 47,415 | |
Treasury Bills (maturity 2007) | | | 4,543 | | | — | |
Argentine Republic external bonds | | | — | | | 1,271 | |
Consolidation bonds | | | — | | | 1,298 | |
Other | | | 87 | | | 1,253 | |
| |
|
| |
|
| |
Subtotal holding for trading or intermediation – In foreign currency | | | 114,288 | | | 51,237 | |
| |
|
| |
|
| |
Subtotal holding for trading or intermediation | | | 164,786 | | | 88,940 | |
| |
|
| |
|
| |
Unlisted government securities | | | | | | | |
In pesos: | | | | | | | |
Secured bonds Decree 1,579/02 (2) | | | 197,771 | | | 819,498 | |
Tax credit certificates under Decree 2,217/02AM, maturity 04/09/02 (1) | | | — | | | 11,441 | |
Argentine Republic external bills coupons (1) | | | — | | | 2,089 | |
Bonds issued by the Municipality of Bahía Blanca at 13.75% | | | 505 | | | 2,257 | |
Other | | | 794 | | | 301 | |
| |
|
| |
|
| |
Subtotal unlisted government securities – In pesos | | | 199,070 | | | 835,586 | |
| |
|
| |
|
| |
F- 55
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
|
| |
|
| |
In foreign currency: | | | | | | | |
Argentine Republic external bills coupons (1) | | | — | | | 3,597 | |
| |
|
| |
|
| |
Subtotal unlisted government securities – In foreign currency | | | — | | | 3,597 | |
| |
|
| |
|
| |
Subtotal unlisted government securities | | | 199,070 | | | 839,183 | |
| |
|
| |
|
| |
Instruments issued by Central Bank | | | | | | | |
In pesos: | | | | | | | |
Listed Central Bank external bills (LEBAC) | | | 1,343,258 | | | 762,050 | |
Listed Central Bank external notes (NOBAC) | | | 822,351 | | | 73,180 | |
Unlisted Central Bank external bills (LEBAC) | | | 297,493 | | | 232,894 | |
Unlisted Central Bank external notes (NOBAC) | | | — | | | 29,456 | |
| |
|
| |
|
| |
Subtotal instruments issued by Central Bank | | | 2,463,102 | | | 1,097,580 | |
| |
|
| |
|
| |
Total government securities | | | 2,932,374 | | | 2,079,559 | |
| |
|
| |
|
| |
PRIVATE SECURITIES | | | | | | | |
Investments in listed private securities | | | | | | | |
Shares | | | 8,071 | | | 3,951 | |
Corporate bonds | | | 24,016 | | | 14,872 | |
Debt securities in financial trusts | | | 3,448 | | | 10,069 | |
Certificates of participation in financial trusts | | | 19,005 | | | 757 | |
Mutual funds | | | 5,362 | | | — | |
| |
|
| |
|
| |
Total private securities | | | 59,902 | | | 29,649 | |
| |
|
| |
|
| |
Total government and private securities, before allowances | | | 2,992,276 | | | 2,109,208 | |
| |
|
| |
|
| |
Allowances | | | (512 | ) | | (2,471 | ) |
| |
|
| |
|
| |
Total government and private securities | | | 2,991,764 | | | 2,106,737 | |
| |
|
| |
|
| |
| |
|
| | (1) | Relate to the holdings submitted for the Argentine government debt restructuring process mentioned in note 2. |
| | | |
| | (2) | These securities were disclosed as “Unlisted government securities” albeit listed, because they are valued under Central Bank Communiqué “A” 3911 as supplemented. |
F- 56
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Maturing | |
| |
| |
| | Within 1 year | | After 1 year but within 5 years | | After 5 years but within 10 years | | After 10 years | | Total | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | Book value (in thousands of pesos) | |
Government securities | | | | | | | | | | | | | | | | |
In pesos: | | | | | | | | | | | | | | | | |
Investment account | | | 7,137 | | | 3,568 | | | — | | | — | | | 10,705 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Federal government bonds maturity 2007 – Compensation (BODEN 2007) | | | 7,137 | | | 3,568 | | | — | | | — | | | 10,705 | |
Holding for trading or intermediation | | | 3,642 | | | 13,458 | | | 13,242 | | | 20,156 | | | 50,498 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Consolidation bonds of social security payables in pesos | | | 1,872 | | | 6,724 | | | 514 | | | — | | | 9,110 | |
Federal government bonds (maturity 2007, 2008 and 2014) | | | 250 | | | 133 | | | 261 | | | — | | | 644 | |
Consolidation bonds in pesos | | | 289 | | | 1,249 | | | 1,367 | | | 1 | | | 2,906 | |
Secured bonds Decree 1,579/02 | | | 1,119 | | | 4,945 | | | 10,347 | | | 5,980 | | | 22,391 | |
Discount Bonds in Pesos | | | — | | | — | | | — | | | 13,378 | | | 13,378 | |
Other | | | 112 | | | 407 | | | 753 | | | 797 | | | 2,069 | |
Unlisted government securities | | | 10,902 | | | 43,810 | | | 91,496 | | | 52,862 | | | 199,070 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Secured bonds Decree 1,579/02 | | | 9,947 | | | 43,661 | | | 91,358 | | | 52,805 | | | 197,771 | |
Bonds issued by the Municipality of Bahía Blanca at 13.75% | | | 505 | | | — | | | — | | | — | | | 505 | |
Other | | | 450 | | | 149 | | | 138 | | | 57 | | | 794 | |
Instruments issued by Central Bank | | | 1,823,589 | | | 639,513 | | | — | | | — | | | 2,463,102 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Listed Central Bank external bills (LEBAC) | | | 1,315,183 | | | 28,075 | | | — | | | — | | | 1,343,258 | |
Listed Central Bank external notes (NOBAC) | | | 212,083 | | | 610,268 | | | — | | | — | | | 822,351 | |
F- 57
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Maturing | |
| |
| |
| | Within 1 year | | After 1 year but within 5 years | | After 5 years but within 10 years | | After 10 years | | Total | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | Book value (in thousands of pesos) | |
Unlisted Central Bank external bills (LEBAC) | | | 296,323 | | | 1,170 | | | — | | | — | | | 297,493 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total government securities in pesos | | | 1,845,270 | | | 700,349 | | | 104,738 | | | 73,018 | | | 2,723,375 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
In foreign currency: | | | | | | | | | | | | | | | | |
Investment account | | | 13,530 | | | 54,121 | | | 27,060 | | | — | | | 94,711 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Federal government bonds in USD at LIBOR, maturity 2012 – Compensation (BODEN 2012) | | | 13,530 | | | 54,121 | | | 27,060 | | | — | | | 94,711 | |
Holdings for trading or intermediation | | | 29,579 | | | 57,859 | | | 26,763 | | | 87 | | | 114,288 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Federal government bonds – (maturity 2005, 2006, 2012 and 2013) | | | 29,579 | | | 53,316 | | | 26,763 | | | — | | | 109,658 | |
Treasury Bills, maturity 2007 | | | — | | | 4,543 | | | — | | | — | | | 4,543 | |
Other | | | — | | | — | | | — | | | 87 | | | 87 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total government securities in foreign currency | | | 43,109 | | | 111,980 | | | 53,823 | | | 87 | | | 208,999 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total government securities | | | 1,888,379 | | | 812,329 | | | 158,561 | | | 73,105 | | | 2,932,374 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
PRIVATE SECURITIES | | | | | | | | | | | | | | | | |
Investments in listed private securities | | | | | | | | | | | | | | | | |
Shares | | | 8,071 | | | — | | | — | | | — | | | 8,071 | |
Corporate bonds | | | 22,601 | | | 1,300 | | | 115 | | | — | | | 24,016 | |
Debt securities in financial trusts | | | 2,416 | | | 1,032 | | | — | | | — | | | 3,448 | |
Certificates of participation in financial trusts | | | 19,005 | | | — | | | — | | | — | | | 19,005 | |
Mutual Funds | | | 5,362 | | | — | | | — | | | — | | | 5,362 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total private securities | | | 57,455 | | | 2,332 | | | 115 | | | — | | | 59,902 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total government and private securities, before allowances | | | 1,945,834 | | | 814,661 | | | 158,676 | | | 73,105 | | | 2,992,276 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Allowances | | | | | | | | | | | | | | | (512 | ) |
| | | | | | | | | | | | | |
|
| |
Total government and private securities | | | | | | | | | | | | | | | 2,991,764 | |
| | | | | | | | | | | | | |
|
| |
F- 58
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
21. | LOANS |
| | |
| Description of certain categories of loans in the accompanying Balance Sheets include: |
| | |
| a. | Non-financial government sector: loans to the government sector, excluding government owned financial institutions; |
| | |
| b. | Financial sector: short-term loans to other banks and short-term loans from foreign branches to banks outside Argentina. |
| | |
| c. | Non financial private sector and foreign residents: loans given to the private sector (excluding financial institutions) and residents outside Argentina. |
| | |
| The classification of the loan portfolio in this regard was as follows: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
|
| |
|
| |
Non-financial government sector | | | 645,342 | | | 809,577 | |
Financial sector | | | 80,511 | | | 81,812 | |
Non-financial private sector and foreign residents | | | | | | | |
Commercial | | | | | | | |
- With Senior “A” guarantees | | | 29,891 | | | 13,707 | |
- With Senior “B” guarantees | | | 210,335 | | | 214,308 | |
- Without Senior guarantees | | | 1,261,459 | | | 1,139,969 | |
Consumer | | | | | | | |
- With Senior “A” guarantees | | | 15,560 | | | 8,622 | |
- With Senior “B” guarantees | | | 434,582 | | | 347,982 | |
- Without Senior guarantees | | | 996,972 | | | 484,408 | |
Less: Allowance | | | (247,532 | ) | | (225,340 | ) |
| |
|
| |
|
| |
Total loans, net of allowance | | | 3,427,120 | | | 2,875,045 | |
| |
|
| |
|
| |
| Senior “A” guarantees consist mainly of cash guarantees, gold guarantees, warrants over primary products and other forms of self-liquidating collateral. |
| |
| Senior “B” guarantees generally consist of mortgages and other forms of collateral pledged to secure the loan amount. |
| |
| “Without senior guarantees” consist, in general, of unsecured third-party guarantees. |
| |
| A breakdown of total loans by geographical location of borrowers is as follows: |
| | 2005 | | 2004 | |
| |
|
| |
|
| |
Argentina | | | 3,578,312 | | | 3,087,000 | |
Chile | | | 354 | | | 7 | |
Ecuador | | | — | | | 4 | |
Thailand | | | 423 | | | 2,651 | |
Taiwan | | | — | | | 637 | |
United States of America | | | 70,425 | | | 1,054 | |
Brazil | | | 139 | | | 207 | |
Uruguay | | | 9,546 | | | 8,825 | |
Peru | | | 247 | | | — | |
United Kingdom | | | 15,178 | | | — | |
Bahamas | | | 28 | | | — | |
Less: Allowance | | | (247,532 | ) | | (225,340 | ) |
| |
|
| |
|
| |
Total loans, net of allowances | | | 3,427,120 | | | 2,875,045 | |
| |
|
| |
|
| |
F- 59
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| A breakdown of total loans by sector activity classified according to the principal business of the borrowers is as follows: |
Economic Activity | | 2005 | | 2004 | |
| |
|
| |
|
| |
Agricultural livestock – Forestry – Fishing – Minery – Hunting | | | 444,807 | | | 261,078 | |
Foodstuff and beverages | | | 235,114 | | | 190,586 | |
Retail loans | | | 678,891 | | | 409,221 | |
Mass productions of products | | | 76,197 | | | 119,193 | |
Chemicals | | | 61,070 | | | 100,356 | |
Electricity, oil, water | | | 24,580 | | | 16,746 | |
Construction | | | 220,663 | | | 90,236 | |
Retail and consumer products | | | 281,153 | | | 282,367 | |
Governmental services | | | 717,113 | | | 860,039 | |
Financial sector | | | 240,097 | | | 326,924 | |
Transportation, storage and communications | | | 141,039 | | | 114,755 | |
Real estate, business and leases | | | 57,698 | | | 93,750 | |
Hotels and restaurants | | | 48,586 | | | 11,772 | |
Other services | | | 275,376 | | | 87,357 | |
Other | | | 172,268 | | | 136,005 | |
| |
|
| |
|
| |
Total loans | | | 3,674,652 | | | 3,100,385 | |
Less: Allowance | | | (247,532 | ) | | (225,340 | ) |
| |
|
| |
|
| |
Total loans, net of Allowance | | | 3,427,120 | | | 2,875,045 | |
| |
|
| |
|
| |
22. | ALLOWANCES FOR LOAN LOSSES |
| |
| The activity in the allowance for loan losses for the fiscal years presented is as follows: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 225,340 | | | 56,279 | | | 116,125 | |
Provision for loan losses (a)(b) | | | 61,008 | | | 36,467 | | | 35,009 | |
Allowances for loan losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 143,457 | | | — | |
Allowances for loan losses from incorporation of assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado | | | 74,775 | | | — | | | — | |
Allowances for loan losses for purchased loans and recovered loans | | | 6,262 | | | 21,329 | | | 495 | |
Write Offs | | | (60,929 | ) | | (32,164 | ) | | (64,887 | ) |
Reversals (b) | | | (58,924 | ) | | (28 | ) | | (29,608 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (855 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year (c) | | | 247,532 | | | 225,340 | | | 56,279 | |
| |
|
| |
|
| |
|
| |
|
|
| (a) | As of December 31, 2005, the amount of provision for loan losses disclosed in the statements of Income, includes above amounts, and, mainly, the provision for other receivables for financial intermediation (see note 26). |
| (b) | As of December 31, 2005, as disclosed in note 30, under US SEC requirements, the amount of loan loss provision includes above amounts less recovered loans of 20,379. |
| (c) | As of December 31, 2005, as disclosed in note 30, under US SEC requirements, the amount of allowance for loan losses includes the allowance for assets subject to financial lease (see note 26). |
F- 60
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
23. | OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION |
| | |
| The breakdown of other receivables from financial intermediation by guarantee type is as follows: |
| | As of December 31, | |
| |
| |
Description | | 2005 | | 2004 | |
| |
|
| |
|
| |
With preferred guarantees | | | 176,857 | | | 521,013 | |
Without preferred guarantees | | | 930,831 | | | 1,385,741 | |
Allowances | | | (27,600 | ) | | (107,530 | ) |
| |
|
| |
|
| |
| | | 1,080,088 | | | 1,799,224 | |
| |
|
| |
|
| |
| The breakdown of private securities recorded in Other receivables from financial intermediation is as follows: |
| | As of December 31, | |
| |
| |
Description | | 2005 | | 2004 | |
| |
|
| |
|
| |
Corporate bonds—Unlisted | | | 927 | | | 928 | |
Debt securities in financial trusts—Unlisted | | | 124,700 | | | 33,106 | |
Certificates of participation in financial trusts—Unlisted | | | 193,062 | | | 88,907 | |
| |
|
| |
|
| |
Total investments in unlisted private securities | | | 318,689 | | | 122,941 | |
| |
|
| |
|
| |
| As of December 31, 2005, maturities for the private securities disclosed above are as follows: |
| | Maturing | |
| |
| |
| | Within 1 year | | After 1 year but within 5 years | | After 5 years but within 10 years | | After 10 years | | Total | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Corporate bonds—Unlisted | | | 115 | | | 558 | | | 254 | | | — | | | 927 | |
Debt securities in financial trusts—Unlisted | | | 109,913 | | | 13,368 | | | 1,419 | | | — | | | 124,700 | |
Certificates of participation in financial trusts—Unlisted | | | 2,826 | | | — | | | — | | | 190,236 | | | 193,062 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total investments in unlisted private securities | | | 112,854 | | | 13,926 | | | 1,673 | | | 190,236 | | | 318,689 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| The Bank enters into forward transactions related to government securities and foreign currencies. The Bank recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date. |
F- 61
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| The assets and liabilities related to such transactions are as follows: |
| | As of December 31, | |
| |
| |
Description | | | 2005 | | | 2004 | |
| |
|
| |
|
| |
Amounts receivable from spot and forward sales pending settlement | | | | | | | |
Receivables from repurchase agreements of government securities | | | 247,743 | | | 637,782 | |
Receivable from spot sales of government and private securities pending settlement | | | 87,732 | | | 40,378 | |
Receivables from other repurchase agreements | | | — | | | 1,151 | |
Receivables from forward sales of government securities | | | 2,821 | | | 54,684 | |
Receivables from other forward sales | | | 57,684 | | | — | |
| |
|
| |
|
| |
| | | 395,980 | | | 733,995 | |
| |
|
| |
|
| |
Securities and foreign currency receivable from spot and forward purchases pending settlement | | | | | | | |
Forward purchases of securities under repurchase agreements | | | 162,402 | | | 202,334 | |
Spot purchases of government and private securities pending settlement | | | 74,207 | | | 4,227 | |
| |
|
| |
|
| |
| | | 236,609 | | | 206,561 | |
| |
|
| |
|
| |
Amounts payable for spot and forward purchases pending settlement | | | | | | | |
Payables for spot purchases of foreign currency pending settlement and forward purchases of foreign currency | | | 4 | | | 1 | |
Payables for forward purchases of securities under repurchase agreements | | | 88,647 | | | 126,762 | |
Payables for spot purchases of government securities pending settlement | | | 11,906 | | | 3,631 | |
Payables under repo transactions | | | 8,125 | | | 22,678 | |
Payable for spot purchases of government and private securities awaiting settlement | | | — | | | 589 | |
| |
|
| |
|
| |
| | | 108,682 | | | 153,661 | |
| |
|
| |
|
| |
F- 62
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | As of December 31, | |
| |
| |
Description | | | 2005 | | | 2004 | |
| |
|
| |
|
| |
Securities and foreign currency to be delivered under spot and forward sales pending settlement | | | | | | | |
Forward sales of government securities under repurchase agreements | | | 284,656 | | | 690,539 | |
Forward sales of government securities | | | 4,428 | | | 58,870 | |
Forward sales of government securities under other repurchase agreements | | | — | | | 1,551 | |
Spot sales of government and private securities pending settlement | | | 87,910 | | | 3,212 | |
Other forward Sales | | | 52,720 | | | — | |
| |
|
| |
|
| |
| | | 429,714 | | | 754,172 | |
| |
|
| |
|
| |
| These instruments consist of foreign currency and securities contracts (spot and forward purchases and sales), whose valuation method is disclosed in note 4.4.i). |
| |
| The fair value of these instruments as of December 31, 2005, and 2004, was: |
| | End-of-year fair value | |
| |
| |
| | | 2005 | | | 2004 | |
| |
|
| |
|
| |
Assets | | | 236,609 | | | 206,560 | |
Liabilities | | | 429,714 | | | 453,432 | |
| Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statement of income of each year. |
| | |
24. | BANK PREMISES AND EQUIPMENT AND OTHER ASSETS |
| | |
| 24.1. | Bank Premises and Equipment |
| | |
| | The major categories of the Bank’s premises and equipment, and related accumulated depreciation are presented in the following table: |
| | As of December 31, | |
| |
| |
Description | | Estimated useful life (years) | | 2005 | | 2004 | |
| |
|
| |
|
| |
|
| |
Buildings | | | 50 | | | 238,028 | | | 198,284 | |
Furniture and facilities | | | 10 | | | 60,985 | | | 59,017 | |
Machinery and equipment | | | 5 | | | 231,885 | | | 219,068 | |
Vehicles | | | 5 | | | 20,149 | | | 19,024 | |
Other | | | — | | | 540 | | | 681 | |
Accumulated depreciation | | | | | | (328,047 | ) | | (302,210 | ) |
| | | | |
|
| |
|
| |
Total | | | | | | 223,540 | | | 193,864 | |
| | | | |
|
| |
|
| |
F- 63
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | Depreciation expense was 19,218, 16,570 and 16,638, as of December 31, 2005, 2004 and 2003, respectively. |
| | |
| 24.2. | Other assets |
| | |
| | Other assets consisted of the following as of December 31, 2005 and 2004: |
| | As of December 31, | |
| |
| |
Description | | Estimated useful life (years) | | 2005 | | 2004 | |
| |
|
| |
|
| |
|
| |
Works in progress | | | — | | | 6,932 | | | 3,832 | |
Works of art | | | — | | | 1,175 | | | 962 | |
Prepayments for the purchase of assets | | | — | | | 4,191 | | | 693 | |
Assets acquired by attachment in aide of execution | | | — | | | 26,213 | | | 20,864 | |
Leased buildings | | | 50 | | | 10,529 | | | 8,236 | |
Stationery and office supplies | | | — | | | 1,236 | | | 1,193 | |
Other assets (1) | | | 50 | | | 137,336 | | | 147,033 | |
Accumulated depreciation | | | — | | | (12,953 | ) | | (24,671 | ) |
| | | | |
|
| |
|
| |
Total | | | | | | 174,659 | | | 158,142 | |
| | | | |
|
| |
|
| |
| |
|
| | (1) Mainly includes buildings acquired by attachment in aide of execution, which under Central Bank rules are included in this line after a period of 6 months from the acquisition. |
| | |
| | Depreciation expense was 2,024, 2,311 and 2,473 at December 31, 2005, 2004 and 2003, respectively. |
| | |
| 24.3. | Operating Leases |
| | |
| | As of December 31, 2005, the Bank’s branch network includes certain branches that were located in properties leased to the Bank (some of which are renewable for periods between 2 and 6 years). |
| | |
| | The estimated future lease payments in connection with these properties are as follows: |
Fiscal year end | | In thousands of Ps. | |
| |
|
| |
2006 | | | 7,901 | |
2007 | | | 6,590 | |
2008 | | | 4,140 | |
2009 | | | 2,062 | |
2010 | | | 1,444 | |
2011 and after | | | 741 | |
| |
|
| |
Total | | | 22,878 | |
| |
|
| |
| As of December 31, 2005, 2004 and 2003, rental expenses amounted to 7,249, 4,338 and 3,575, respectively. As of such dates, there are no contractual obligations with separate amounts of minimum rentals, contingent rentals, and sublease rental income. |
F- 64
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
25. | INTANGIBLE ASSETS |
| |
| 25.1. | Goodwill: |
| | |
| | As of December 31, 2005 and 2004 goodwill breakdown is as follows: |
| | As of December 31, | |
| |
| |
Description | | Estimated useful life (years) | | 2005 | | 2004 | |
| |
|
| |
|
| |
|
| |
Goodwill for the purchase of Banco de Jujuy S.A., net of accumulated amortization of 6,667 as of December 31, 2005 | | | 7 | | | 1,646 | | | 2,485 | |
| | Amortization expense on goodwill was 839 as of December 31, 2005, 2004 and 2003. |
| | |
| | On January 12, 1998, Banco Macro acquired 80% of the capital stock of Banco de Jujuy in the amount of Ps. 5.1 million. The assets transferred amounted to Ps.30 million and the liabilities assumed amounted to Ps.28 million (historical values). |
| | |
| | Under Central Bank Rules, this transaction resulted in Banco Macro’s positive goodwill amounting to Ps. 3.5 million, which is amortized in seven years and no impairment is required. |
| | |
| | Under U.S. G.A.A.P., as a result of the economic crisis undergone by Argentina since 2001, the Bank concluded that such goodwill was fully impaired and wrote off the total amount of that goodwill and the amortization expenses recognized under Central Bank rules were reversed for U.S. G.A.A.P. purposes. Such adjustment is included in note 34.7 d). |
| | |
| 25.2. | Organization and development costs: |
| | |
| | As of December 31, 2005 and 2004, the organization and development costs breakdown is as follows: |
| | As of December 31, | |
| |
| |
Description | | Estimated useful life (years) | | 2005 | | 2004 | |
| |
|
| |
|
| |
|
| |
Differences due to courts orders – non deductibles for the determination of the computable equity | | | 5 | | | 42,632 | | | 50,037 | |
Cost from information technology projects | | | 5 | | | 22,232 | | | 24,941 | |
Organizational cost | | | 5 | | | 1,577 | | | 2,698 | |
Other capitalized cost | | | 5 | | | 2,004 | | | 1,370 | |
| | | | |
|
| |
|
| |
Total | | | | | | 68,445 | | | 79,046 | |
| | | | |
|
| |
|
| |
| Amortization expense was 26,688, 25,267 and 21,511 as of December 31, 2005, 2004 and 2003, respectively. |
| |
| Intangible assets changed as follows during fiscal years ended December 31, 2005, 2004 and 2003: |
F- 65
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | Fiscal year ended December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 81,531 | | | 82,185 | | | 37,809 | |
Additions | | | 16,148 | | | 25,445 | | | 74,187 | |
Decreases | | | (61 | ) | | — | | | (7,583 | ) |
Amortization expense | | | (27,527 | ) | | (26,099 | ) | | (22,228 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 70,091 | | | 81,531 | | | 82,185 | |
| |
|
| |
|
| |
|
| |
26. | OTHER ALLOWANCES AND PROVISIONS |
| |
| The activity of the following allowances deducted from assets or included in liabilities in accordance with Central Bank rules are as follows: |
| |
| Government and private securities |
| |
| Recorded to cover possible impairment risk arising out of government securities. |
| | As of December 31, | |
| |
| |
| | | 2005 | | | 2004 | | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 2,471 | | | 3,137 | | | 3,844 | |
Allowances for government and private securities losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 2,471 | | | — | |
Allowances for government and private securities losses | | | 512 | | | — | | | — | |
Write off | | | (2,471 | ) | | (2,997 | ) | | — | |
Reversals | | | — | | | (140 | ) | | (679 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (28 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 512 | | | 2,471 | | | 3,137 | |
| |
|
| |
|
| |
|
| |
| Other receivables from financial intermediation |
| |
| Recorded in compliance with the provision of Communication “A” 2950, as supplemented, of the Central Bank, taking into account note 4.4.g). |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 107,530 | | | 134,145 | | | 118,532 | |
Provision for other receivables for financial intermediation losses | | | 9,958 | | | 716 | | | 18,215 | |
Provision for other receivables for financial intermediation losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 102,767 | | | — | |
Write off | | | (78,789 | ) | | (130,098 | ) | | (43 | ) |
Reversals | | | (11,099 | ) | | — | | | (1,687 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (872 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 27,600 | | | 107,530 | | | 134,145 | |
| |
|
| |
|
| |
|
| |
F- 66
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| Assets subject to financial lease |
| |
| Recorded in compliance with the provision of Communication “A” 2950, as supplemented, of the Central Bank, taking into account note 4.4.g) |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 609 | | | — | | | — | |
Provision for assets subject to financial lease | | | 875 | | | 609 | | | — | |
Applications | | | (14 | ) | | — | | | — | |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year (1) | | | 1,470 | | | 609 | | | — | |
| |
|
| |
|
| |
|
| |
|
|
| (1) Under U.S. S.E.C. requirements, they were included in “Assets – Allowance for loans losses” |
| |
| Investment in other companies |
| |
| Recorded to cover possible impairment risk arising from investments in other companies. |
| | As of December 31, | |
| |
| |
| | | 2005 | | | 2004 | | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 719 | | | 2 | | | 6 | |
Provision for investment in other companies losses | | | 1,049 | | | 3,003 | | | — | |
Allowances for investment in other companies losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 321 | | | — | |
Write off | | | (167 | ) | | (2,607 | ) | | (4 | ) |
Reversals | | | (297 | ) | | — | | | — | |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 1,304 | | | 719 | | | 2 | |
| |
|
| |
|
| |
|
| |
| Other receivables |
| |
| Following is a summary of amounts recorded to cover collectibility risks of other receivables. Amounts include allowances on the receivables recovered from Suquía Trust. |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 6,201 | | | 3,630 | | | 3,256 | |
Provision for other receivables losses | | | 13,220 | | | 1,223 | | | 583 | |
Allowances for other receivables losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 1,689 | | | — | |
Write off | | | (1,098 | ) | | (341 | ) | | (185 | ) |
Reversals | | | (77 | ) | | — | | | — | |
Monetary gain generated on allowances | | | — | | | — | | | (24 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 18,246 | | | 6,201 | | | 3,630 | |
| |
|
| |
|
| |
|
| |
F- 67
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| Provisions – Contingencies and Commitments |
| |
| Following is a roll-forward of the allowance recorded under Central Bank’s rules to cover contingent losses related to loan commitments. These amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5. |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 3,120 | | | 5,342 | | | 25,562 | |
Provision for contingent commitments losses | | | 1,692 | | | 843 | | | 2,139 | |
Allowances for contingent commitments losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 48 | | | — | |
Write off | | | (1,043 | ) | | — | | | (293 | ) |
Reversals | | | (1,693 | ) | | (3,113 | ) | | (21,879 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (187 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 2,076 | | | 3,120 | | | 5,342 | |
| |
|
| |
|
| |
|
| |
| Provisions - Negative Goodwill |
| |
| Following is the roll forward of the amounts recorded to cover the difference between the purchase price and the book value of the net equity acquired of Banco Bansud: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 146,707 | | | 219,336 | | | 295,156 | |
Allowances | | | — | | | 483 | | | — | |
Amortization | | | (73,112 | ) | | (73,112 | ) | | (73,112 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (2,708 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 73,595 | | | 146,707 | | | 219,336 | |
| |
|
| |
|
| |
|
| |
| Provisions - Other loss contingencies |
| |
| Principally includes labor litigation and customer and other third-parties claims. The amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5. |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Balance at the beginning of the fiscal year | | | 75,872 | | | 60,450 | | | 70,860 | |
Provision for other contingent losses | | | 37,440 | | | 3,211 | | | 3,445 | |
Provision for other contingent losses from acquisition of Nuevo Banco Suquía S.A. | | | — | | | 16,948 | | | — | |
Provision for other contingent losses from incorporation of assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado | | | 6,796 | | | — | | | — | |
Write off | | | (13,347 | ) | | (1,492 | ) | | (2,627 | ) |
Reversals | | | (4,282 | ) | | (3,245 | ) | | (11,084 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (144 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 102,479 | | | 75,872 | | | 60,450 | |
| |
|
| |
|
| |
|
| |
Total of provisions | | | 178,150 | | | 225,699 | | | 285,128 | |
| |
|
| |
|
| |
|
| |
F- 68
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
27. | DEPOSITS AND OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION |
| |
| 27.1. | Deposits |
| | |
| | The aggregate amount of time deposits and investment accounts exceeding Ps.100 thousand or more as of December 31, 2005 is Ps. 2,378,113 thousand. |
| | |
| 27.2. | Central Bank of Argentina |
| | |
| | The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
| |
| |
| | Principal | | Interest and adjustments | | Rate | | Principal | | Interest and adjustments | | Rate | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Short–term liabilities | | | 19,548 | | | 14,805 | | | 3,65 | % | | 72,162 | | | 13,514 | | | 4,11 | % |
Long–term liabilities | | | 107,174 | | | 75,984 | | | 3,70 | % | | 329,561 | | | 70,030 | | | 4,18 | % |
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
Total | | | 126,722 | | | 90,789 | (1) | | | | | 401,723 | | | 83,544 | | | | |
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
|
|
| (1) As of December 31, 2005, “Interest and adjustments” includes 11,159 related to adjustments on the above liabilities booked in “Accrued interest, adjustments, foreign exchange and quoted price differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets. |
| |
| Maturities of the long-term liabilities in the table above for each of the following fiscal years are as follows: |
Fiscal year | | As of December 31, 2005 | |
| |
|
| |
2006 | | | — | |
2007 | | | 30,937 | |
2008 | | | 30,444 | |
2009 | | | 30,444 | |
2010 | | | 30,444 | |
As from 2010 | | | 60,889 | |
| |
|
| |
Total | | | 183,158 | |
| |
|
| |
| 27.3. | Banks and international institutions |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
| |
| |
| | | Principal | | | Interest | | | Rate | | | Principal | | | Interest | | | Rate | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Short–term liabilities | | | 154,006 | (a) | | 4,538 | | | 5,64 | % | | 13,017 | | | 230 | | | 3,42 | % |
Long–term liabilities | | | — | | | — | | | | | | 1,651 | | | — | | | 2,98 | % |
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
Total | | | 154,006 | | | 4,538 | | | | | | 14,668 | | | 230 | | | | |
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
| (a) In January, 2005 the Bank obtained a USD 50 million loan from Credit Suisse First Boston with an 18-month term at the LIBOR rate plus 2.7%. The loan agreement includes restrictions, principally related to the compliance of the payments established. Likewise, the loan agreement contains their restrictions connected to the fulfillment of financial ratios. As of December 31, 2005 the Bank had duly complied with the obligations assumed with the loan |
F- 69
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | Accrued interest and adjustments are included in the “Accrued interest, adjustments and foreign exchange differences payable” account. Amounts are unsecured. |
| | |
| 27.4. | Financing received from Argentine financial institutions |
| | |
| | The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows: |
| | As of December, 31 | |
| |
| |
| | 2005 | | 2004 | |
| |
| |
| |
| | Principal | | Interest | | Rate | | Principal | | Interest | | Rate | |
| |
| |
| |
| |
| |
| |
| |
Short–term liabilities | | | 2,481 | | | 999 | | | 3,04 | % | | 32,021 | | | 673 | | | 2,49 | % |
Long–term liabilities | | | 22,673 | | | 16,106 | | | 3,11 | % | | 24,814 | | | 14,945 | | | 2,05 | % |
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
Total | | | 25,154 | | | 17,105 | | | | | | 56,835 | | | 15,618 | | | | |
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
| | Accrued interest and adjustments are included in “Accrued interest, adjustments and foreign exchange differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets. Amounts are unsecured. |
| | |
| Maturities of the long-term liabilities in the table above for each of the following fiscal years are as follows: |
Fiscal year | | As of December, 31 2005 | |
| |
| |
2006 | | — | |
2007 | | 2,194 | |
2008 | | 2,032 | |
2009 | | 2,032 | |
2010 | | 2,878 | |
2011 | | 3,049 | |
2012 | | 3,049 | |
2013 | | 3,049 | |
2014 | | 4,658 | |
2015 | | 4,980 | |
2016 | | 4,980 | |
2017 | | 4,980 | |
2018 | | 898 | |
| |
| |
Total | | 38,779 | |
| |
| |
28. | EMPLOYEE BENEFIT PLANS |
| |
| The Bank does not maintain pension plans for its personnel. The Bank is required to pay employer contributions, determined on the basis of total monthly payroll. |
| |
| These expenses aggregated 36,094, 17,988 and 14,826 for the fiscal years ended December 31, 2005, 2004 and 2003, respectively, and are included in the “Operating Expenses—Payroll expenses” account in the Consolidated Statements of Income. |
F- 70
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
29. | MINIMUM CAPITAL REQUIREMENTS |
| |
| Under Central Bank’s rules, the Bank is required to maintain individual and consolidated minimum levels of equity capital (“minimum capital”). As of December 31, 2005 and 2004, the consolidated minimum capital is based upon risk-weighted assets and also considers interest rate risk and market risk. The required consolidated minimum capital and the consolidated Bank’s capital calculated under the Central Bank’s rules are as follows: |
| | Required Minimum Capital | | Computable Capital | | Excess of actual Minimum Capital over Required Minimum Capital | |
| |
| |
| |
| |
December 31, 2005 | | | 366,084 | | | 1,491,670 | | | 1,125,586 | |
December 31, 2004 | | | 250,780 | | | 1,361,237 | | | 1,110,457 | |
30. | CONSOLIDATED INCOME STATEMENTS AND BALANCE SHEET |
| |
| The presentation of consolidated financial statements under Central Bank’s rules differs significantly from the format required by the U.S. Securities and Exchange Commission (SEC) under Rules 9-03 and 9-04 of Regulation S-X (“Article 9”). The following consolidated financial statements were restated into constant pesos, as explained in note 4.3. These consolidated financial statements were prepared using the measurement methods provided by Central Bank, but under US SEC requirements: |
Consolidated Statements of Income | | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Interest and fees on loans | | | 418,175 | | | 144,833 | | | 111,024 | |
Interest on interest-bearing deposits with other banks | | | 7,861 | | | 1,570 | | | 1,892 | |
Interest on other receivables from financial intermediation | | | 67,117 | | | 18,953 | | | 34,045 | |
Interest on securities and foreign exchange purchased under resale agreements | | | 14,924 | | | 3,539 | | | 780 | |
Government securities and other trading gains, net | | | 203,566 | | | 216,937 | | | 275,988 | |
Foreign exchange, net | | | 31,392 | | | 27,954 | | | (65,498 | ) |
Other interest income | | | 17,574 | | | 6,139 | | | 2,951 | |
| |
|
| |
|
| |
|
| |
Total interest income | | | 760,609 | | | 419,925 | | | 361,182 | |
| |
|
| |
|
| |
|
| |
Interest on deposits | | | 191,637 | | | 73,899 | | | 124,854 | |
Interest on short-tern borrowings | | | 14,006 | | | 4,602 | | | 4,245 | |
Interest on long-term debt | | | 15,842 | | | 11,394 | | | 6,368 | |
Other interest expense | | | 82,250 | | | 34,659 | | | 45,462 | |
Monetary loss on financial intermediation | | | — | | | — | | | 3,899 | |
| |
|
| |
|
| |
|
| |
Total interest expense | | | 303,735 | | | 124,554 | | | 184,828 | |
| |
|
| |
|
| |
|
| |
Net interest income | | | 456,874 | | | 295,371 | | | 176,354 | |
| |
|
| |
|
| |
|
| |
Provision for loan losses, net | | | 18,295 | | | (25,107 | ) | | 7,497 | |
| |
|
| |
|
| |
|
| |
Net interest income after provision for loan losses | | | 475,169 | | | 270,264 | | | 183,851 | |
| |
|
| |
|
| |
|
| |
Service charges on deposit accounts | | | 186,062 | | | 81,503 | | | 82,529 | |
Credit-card service charges and fees | | | 43,687 | | | 41,310 | | | 18,653 | |
Other commissions | | | 7,948 | | | 4,362 | | | 4,047 | |
Foreign currency exchange trading income | | | 10,630 | | | 5,928 | | | 4,926 | |
Income from equity in other companies | | | 6,909 | | | 3,765 | | | 2,950 | |
Negative Goodwill | | | 73,112 | | | 73,112 | | | 73,112 | |
Other | | | 86,267 | | | 29,649 | | | 128,010 | |
| |
|
| |
|
| |
|
| |
Total non-interest income | | | 414,615 | | | 239,629 | | | 314,227 | |
| |
|
| |
|
| |
|
| |
Commissions | | | 31,213 | | | 4,989 | | | 3,651 | |
Salaries and payroll taxes | | | 253,816 | | | 132,910 | | | 112,493 | |
Outside consultants and services | | | 25,476 | | | 16,729 | | | 15,560 | |
Depreciation of bank premises and equipment | | | 20,815 | | | 18,881 | | | 19,111 | |
Rent | | | 9,860 | | | 4,898 | | | 4,501 | |
Stationery and supplies | | | 7,823 | | | 3,902 | | | 3,807 | |
Electric power and communications | | | 17,047 | | | 9,366 | | | 9,391 | |
Advertising and publicity | | | 22,663 | | | 12,048 | | | 5,991 | |
F- 71
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
Consolidated Statements of Income (cont.) | | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Taxes | | | 5,616 | | | 3,353 | | | 3,175 | |
Management Fee | | | 14,142 | | | 5,861 | | | 5,608 | |
Insurance | | | 3,956 | | | 4,096 | | | 4,195 | |
Security services | | | 16,366 | | | 10,184 | | | 8,473 | |
Maintenance, conservation and repair expenses | | | 17,429 | | | 11,638 | | | 9,130 | |
Amortization of organization and development expenses | | | 27,423 | | | 26,106 | | | 22,351 | |
Provision for losses on other receivables and other allowances | | | 9,301 | | | 3,920 | | | 21,730 | |
Other | | | 110,050 | | | 47,336 | | | 47,785 | |
Monetary loss on operating expense | | | — | | | — | | | 107 | |
Monetary loss on other operations | | | — | | | — | | | 337 | |
| |
|
| |
|
| |
|
| |
Total non-interest expense | | | 592,996 | | | 316,217 | | | 297,396 | |
| |
|
| |
|
| |
|
| |
Minority interest of subsidiaries | | | 27 | | | — | | | — | |
| |
|
| |
|
| |
|
| |
Income before income tax expense | | | 296,761 | | | 193,676 | | | 200,682 | |
| |
|
| |
|
| |
|
| |
Income tax expense | | | 34,042 | | | 699 | | | 833 | |
Income from continuing operations | | | 262,719 | | | 192,977 | | | 199,849 | |
| |
|
| |
|
| |
|
| |
Net income | | | 262,719 | | | 192,977 | | | 199,849 | |
| |
|
| |
|
| |
|
| |
Earnings per common share | | | 0.43 | | | 0.32 | | | 0.33 | |
| |
|
| |
|
| |
|
| |
| Central Bank ´s rules also require certain classifications of assets and liabilities, which are different from those required by Article 9. The following table discloses the Bank’s consolidated balance sheets as of December 31, 2005, and 2004, as if the Bank followed the balance sheet disclosure requirements under Article 9: |
| | 2005 | | 2004 | |
| |
| |
| |
ASSETS | | | | | | | |
Cash and due from banks | | | 423,639 | | | 385,004 | |
Interest-bearing deposits in other banks | | | 863,810 | | | 1,084,451 | |
Federal Funds sold and securities purchased under resale agreements of similar arrangements | | | 410,145 | | | 853,992 | |
Trading account assets | | | 206,982 | | | 116,118 | |
Other short-term investments | | | 115 | | | 928 | |
Investment securities available for sale | | | 2,765,777 | | | 1,990,619 | |
Loans | | | 3,842,485 | | | 3,181,895 | |
Allowance for loan losses | | | (249,002 | ) | | (225,949 | ) |
Premises and equipment | | | 397,928 | | | 351,506 | |
Due from customers on acceptances | | | 69,637 | | | 38,617 | |
Other assets | | | 474,906 | | | 689,637 | |
| |
|
| |
|
| |
Total assets | | | 9,206,422 | | | 8,466,818 | |
| |
|
| |
|
| |
F- 72
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | 2005 | | 2004 | |
| |
| |
| |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
Interest-bearing deposits | | | 4,829,786 | | | 3,942,971 | |
Non interest-bearing deposits | | | 1,735,540 | | | 1,376,026 | |
Federal Funds purchased and securities sold under repurchase agreements | | | 381,427 | | | 841,530 | |
Other short-term borrowings | | | 196,377 | | | 167,053 | |
Long-term borrowings | | | 221,937 | | | 610,200 | |
Contingent liabilities | | | 104,555 | | | 79,475 | |
Other liabilities | | | 158,700 | | | 137,225 | |
Bank acceptances outstanding | | | 69,637 | | | 38,617 | |
Subordinated corporate bonds | | | 12,047 | | | 16,416 | |
Minority interest in consolidated subsidiaries | | | 6,842 | | | 3 | |
| |
|
| |
|
| |
Total liabilities | | | 7,716,848 | | | 7,209,516 | |
| |
|
| |
|
| |
Common shares | | | 608,943 | | | 608,943 | |
Retained appropriated earnings | | | 245,513 | | | 222,320 | |
Retained unappropriated earnings | | | 630,607 | | | 421,528 | |
Other shareholders’ equity | | | 4,511 | | | 4,511 | |
| |
|
| |
|
| |
Total shareholders´ equity | | | 1,489,574 | | | 1,257,302 | |
| |
|
| |
|
| |
Total liabilities and shareholders’ equity | | | 9,206,422 | | | 8,466,818 | |
| |
|
| |
|
| |
31. | OPERATIONS BY GEOGRAPHICAL SEGMENT |
| |
| The principal financial information, classified by country of office where transactions originate, is shown below: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Total revenues | | | 1,271, 492 | | | 691, 897 | | | 786,244 | |
Argentina | | | 1,247,412 | | | 678,363 | | | 774,920 | |
Bahamas | | | 24,080 | | | 13,534 | | | 11,324 | |
Net income | | | 262,719 | | | 192,977 | | | 199,849 | |
Argentina | | | 252,326 | | | 195,920 | | | 207,070 | |
Bahamas | | | 10,393 | | | (2,943 | ) | | (7,221 | ) |
Total assets | | | 9,487,822 | | | 8,797,757 | | | 5,025,027 | |
Argentina | | | 9,139,388 | | | 8,353,266 | | | 4,814,982 | |
Bahamas | | | 348,434 | | | 444,491 | | | 210,045 | |
32. | FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK |
| |
| The Bank enters into various transactions involving off-balance-sheet financial instruments. These instruments could be used to meet the risk management, trading and financing needs of customers or for the Bank’s proprietary trading and asset and liability management purposes, and could be subject to varying degrees of credit and market risk. Credit risk and market risk associated with on- and off-balance-sheet financial instruments are monitored on an aggregate basis. |
F- 73
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| The Bank uses the same credit policies in determining whether to enter or extend call and put option contracts, commitments, conditional obligations and guarantees as it does for granting loans. |
| |
| Derivatives |
| |
| In the normal course of business, the Bank enters into a variety of transactions principally in the foreign exchange and stock markets. Most counterparts in the derivative transactions are banks and other financial institutions. |
| |
| These instruments include: |
| - | Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date. Options may be traded on a stock exchange or under Over-the-Counter (OTC) agreements. |
| | |
| - | Forwards: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Forwards are traded on stock exchange at standardized amounts of the underlying asset or financial instrument. |
| Pursuant to Central Bank’s rules, forward transactions with delivery of underlying assets, must be recorded under “Other receivables from financial intermediations” and “Other liabilities from financial intermediations” in the accompanying consolidated balance sheets and they were valued as mentioned in note 4.4.i) (accrual method). |
| |
| The notional contractual amount of these instruments represents the volume of outstanding transactions and do not represent the potential gain or loss associated with the market or credit risk of such transactions. The market risk of derivatives arises from the potential for changes in value due to fluctuations in market prices. |
| |
| The credit risk of derivatives arises from the potential of the counterparty to default on its contractual obligations. The effect of such a default varies as the market value of derivative contracts changes. Credit exposure exists at a particular point in time when a derivative has a positive market value. The Bank attempts to limit its credit risk by dealing with creditworthy counterparts and obtaining collateral, where appropriate. The following table shows, the notional value of options and outstanding forward contracts recorded in memorandum accounts as of December 31, 2005, and 2004: |
| | | | | As of December 31, | |
| | | | |
| |
| | | | | 2005 | | 2004 | |
| | | | |
| |
| |
Put options taken | | | (a) | | | 120,923 | | | 10,453 | |
Forward sales of foreign exchange without delivery of underlying asset | | | (b) | | | 55,203 | | | 22,304 | |
Forward purchases of foreign exchange without delivery of underlying asset | | | (b) | | | 15,301 | | | 22,304 | |
Put options sold | | | (c) | | | 112,423 | | | 122,055 | |
Call options sold | | | (a) | | | 120,886 | | | — | |
| (a) | As of December 31, 2005, the Bank has sold a call option and purchased a put option over the debt securities of “BG Financial Trust”. It also sold a call option and purchased a put option over the certificates of participation of the “Luján Financial Trust”. In both cases, the options share the same strike price, exercise term (one of them has a two-day difference) and underlying assets. |
| | |
| | The Bank structured these transactions to guarantee the sale of the assets involved by charging an interest rate from the execution of the agreements until options are exercised. |
| | |
| | Under Central Bank rules, the put options taken were valued at the agreed-upon strike price and the call options sold at the market price (see additionally note 14.) |
F- 74
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | As of December 31, 2004, the Bank acquired from another financial institution the rights to receive government bonds - Boden 2013. In order to mitigate the risk generated by the possible delay of delivery of the underlying bonds, the Bank acquired a put option for the same face value. Under Central Bank rules, they were valued at their strike price (accrual method). This is the only transaction of this type that the Bank entered during 2004. |
| | |
| (b) | The Bank enters into these transactions to take advantage of price differentials. Under Central Bank rules, they were valued at their quoted prices as of December 31, 2005 and 2004. They expired in January and February 2006. Any quoted price-differences were charged to income. |
| | |
| (c) | Such options were imposed by the Federal Government to all financial institutions. |
| | As mentioned on in Note 4.4.o), the Bank recorded in memorandum accounts the amounts representing obligations of the Bank under put options sold related to the Federal Government Bond coupons established in Presidential Decrees Nos. 905/02 and 1,836/02. |
| | |
| | During the Argentine crisis and pursuant to such decrees, the deposits which were denominated in US Dollars were exchanged for peso denominated government bonds using a Ps.1.4 to the U.S.$1.00 exchange rate. The bonds received by the depositors carried an interest rate plus CER (an inflation index) adjustment. |
| | |
| | In order to enhance the public’s trust in the system and the exchange mechanisms, the Central Bank of Argentina effectively required the banks to issue a put option to the depositors who so requested. Such put options will entitle the bondholders to receive 1.4 exchange rate, plus accrued interest plus CER. This was intended to effectively provide a floor for the yield of such government bonds for the holders, therefore, if the value of these bonds were to decrease below the terms of the put options (ie, Ps.1.4 exchange rate plus interest plus CER), the holders would then be able to present the put options to the Bank and receive such value. These options expire 30 days after the expiration of each coupon received by the depositors, in varying dates through 2013. As it is a put option established by the Federal Government to the detriment of the Bank, the holders of such options did not pay any type of premium to the Bank and thus the Bank has never recognized any income from these options, and has never established an initial liability since it received no up-front premium. |
| | |
| | Since the exchange, these government bonds have increased in value significantly given the improvement of the Argentina’s economy and therefore of the government’s creditworthiness. Therefore the options have never had any intrinsic value. It should be noted that the interest rate and terms of the options are the same as the bonds and therefore the options will only be exercised in case of government default. The Bank understands that such options have only a di minimus value. Under Central Bank rules, they were valued at their strike price and recorded only in memo accounts. |
| Credit-related financial instruments |
| |
| The Bank’s exposure to credit loss in the event of the counterparts´ failure to fulfill the commitments to extending credit, guarantees granted and foreign trade acceptances is represented by the contractual notional amount of those investments. |
| |
| A summary of credit exposure related to these items is shown below (*): |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
| |
| |
Unused portion of loans granted per debtors classification regulations | | | 20,118 | | | 22,702 | |
Other guarantees provided covered by debtors classification regulations | | | 94,402 | | | 90,285 | |
|
|
| (*) | A significant portion of the Bank’s guarantees as of December 31, 2005, and 2004, have a remaining maturity of less than one year. |
F- 75
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| The Bank accounts for checks drawn thereon and on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until the related item clears or is accepted. In Management´s opinion, no significant risk of loss exists on these clearing transactions. The amounts of clearing items in collection process are as follows: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
| |
| |
Checks drawn on the Bank pending clearing | | | 222,194 | | | 261,096 | |
Checks drawn on other Banks | | | 82,050 | | | 92,873 | |
33. | BUSINESS SEGMENT CONSOLIDATED INFORMATION |
| |
| SFAS No. 131 requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. Management has determined that the Bank has one reportable segment related to banking activities. |
| |
34. | SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND UNITED STATES ACCOUNTING PRINCIPLES |
| |
| The following is a description of the significant differences between Central Bank´s rules followed in the preparation of the Bank’s financial statements and those applicable in the United States under generally accepted accounting principles (“U.S. G.A.A.P.”). “SFAS” shall refer to Statements of Financial Accounting Standards. |
| 34.1. | Income taxes |
| | |
| a) | As explained in note 5, Central Bank’s rules do not require the recognition of deferred tax assets and liabilities and, therefore, income tax is recognized on the basis of amounts due in accordance with Argentine tax regulations and no deferred tax and liabilities are recognized. |
| | |
| | For purposes of U.S. G.A.A.P. reporting, the Bank applies SFAS No. 109 “Accounting for income taxes”. Under this method, income tax is recognized based on the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax basis of assets and liabilities at each reporting date. SFAS No. 109 requires that an allowance for deferred tax assets be provided to the extent that it is more likely than not that they will not be realized, based on the weight of available evidence. |
| | |
| | Deferred tax assets and liabilities are summarized as follows: |
| | As of December 31, | |
| |
| |
Description | | 2005 | | 2004 | |
| |
| |
| |
Deferred tax assets: | | | | | | | |
Loans | | | 18,488 | | | 28,361 | |
Intangible assets | | | 11,400 | | | 14,477 | |
Allowance for loss contingencies | | | 38,485 | | | 30,566 | |
Net tax loss carry forwards | | | 110,748 | | | 242,138 | |
Other | | | 1,071 | | | — | |
| |
|
| |
|
| |
Total deferred assets | | | 180,192 | | | 315,542 | |
| |
|
| |
|
| |
F- 76
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | As of December 31, | |
| |
| |
Description | | 2005 | | 2004 | |
| |
| |
| |
Deferred tax liabilities: | | | | | | | |
Governments and private securities valuation | | | (5,728 | ) | | (3,788 | ) |
Property, equipment and other assets | | | (41,832 | ) | | (58,770 | ) |
Other liabilities | | | — | | | (9,988 | ) |
Foreign exchange difference | | | (6,082 | ) | | (4,562 | ) |
Other | | | — | | | (29 | ) |
| |
|
| |
|
| |
Total deferred liabilities | | | (53,642 | ) | | (77,137 | ) |
| |
|
| |
|
| |
Deferred tax asset | | | 126,550 | | | 238,405 | |
| |
|
| |
|
| |
Allowance for deferred tax assets | | | (19,997 | ) | | (109,931 | ) |
| |
|
| |
|
| |
Net deferred tax assets under U.S. G.A.A.P. | | | 106,553 | | | 128,474 | |
| |
|
| |
|
| |
| | As of December 31, 2005, the consolidated tax loss carry forwards of 316,423 are as follows: |
Expiration year | | Amount | |
| |
| |
2007 | | | 68,837 | |
2008 | | | 163,571 | |
2009 | | | 82,989 | |
2010 | | | 1,026 | |
| |
|
| |
| | | 316,423 | |
| |
|
| |
| | The evolution of the net deferred tax assets / liabilities for the fiscal years presented is summarized as follows: |
| | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Net deferred tax assets at the beginning of the year | | | 128,474 | | | 47,245 | | | (20,249 | ) |
Net deferred tax assets acquired on business combinations | | | — | | | 135,123 | | | (2,496 | ) |
Reversal of valuation allowance from acquisition of Nuevo Banco Suquia S.A. (*) | | | 7,895 | | | — | | | — | |
Amount recorded in comprehensive income - Increase / (decrease) | | | 53,481 | | | (47,893 | ) | | (28,095 | ) |
Net deferred tax expense for the year | | | (83,297 | ) | | (6,001 | ) | | 98,085 | |
| |
|
| |
|
| |
|
| |
Net deferred tax assets at the end of the year | | | 106,553 | | | 128,474 | | | 47,245 | |
| |
|
| |
|
| |
|
| |
| |
|
| | (*) | As of December 31, 2005, the Bank reversed allowances for deferred tax assets recognized in the acquisition of Nuevo Banco Suquia S.A. (see note 34. c). In accordance with paragraph 30 of SFAS 109, the reversed allowances were applied first to reduced to zero intangible assets acquired from Nuevo Banco Suquia S.A. (net of allocated negative goodwill) and second to reduce income tax expense. |
| | The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory income tax rate in Argentina to income before income tax in accordance with U.S. G.A.A.P.: |
F- 77
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | Year ended December 31, | |
| |
| |
Description | | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Pre-tax income in accordance with U.S. G.A.A.P. | | | 546,783 | | | 100,929 | | | 216,119 | |
Statutory income tax rate | | | 35.00 | % | | 35.00 | % | | 35.00 | % |
| |
|
| |
|
| |
|
| |
Tax on net income at statutory rate | | | 191,374 | | | 35,325 | | | 75,642 | |
Permanent differences at the statutory rate: | | | | | | | | | | |
- Variation of allowances | | | (89,934 | ) | | (63,533 | ) | | (65,926 | ) |
- Income not subject to income tax | | | 19,984 | | | 9,386 | | | (103,496 | ) |
- Others | | | (4,085 | ) | | 25,522 | | | (3,472 | ) |
| |
|
| |
|
| |
|
| |
Income tax in accordance with U.S. G.A.A.P. | | | 117,339 | | | 6,700 | | | (97,252 | ) |
| |
|
| |
|
| |
|
| |
| | The following table accounts for the difference between the actual tax provision under Central Bank regulations and the total income tax expense in accordance with U.S. G.A.A.P.: |
| | Year ended December 31, | |
| |
| |
Description | | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Income tax in accordance with Central Bank regulations | | | 34,042 | | | 699 | | | 833 | |
Deferred tax charges / (benefit) | | | 83,297 | | | 6,001 | | | (98,085 | ) |
| |
|
| |
|
| |
|
| |
Total income tax expense in accordance with U.S. G.A.A.P. | | | 117,339 | | | 6,700 | | | (97,252 | ) |
| |
|
| |
|
| |
|
| |
| b) | In addition, as of December 31, 2005, 2004 and 2003 the Bank records an asset of 53,593, 59,313 and 38,655, respectively, for the credit for Tax on minimum presume income. As mentioned in note 5 to the financial statements, under Central Bank Rules, such credit is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by the Central Bank Communiqué ‘‘A’’ 4,295, as amended. In accordance with U.S. G.A.A.P., a valuation allowance was recorded for the portion of such credit which was deemed to be more likely than not that it would not be recovered, as per paragraphs 17 (e) and 25 of SFAS 109. |
| | |
| | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 25,689 as of December 31, 2005 and decrease by 8,662 as of December 31, 2004 and 2003, each year. In consequence, income for the year ended December 31, 2005 would increase by 34,351. |
| | |
| 34.2. | Exposure to the Argentine Public Sector and Private Securities |
| | a) | Loans—Non-financial federal governmental sector |
| | | |
| | As mentioned in note 2.b), during the fiscal year ended December 31, 2001, and as a consequence of Presidential Decree No. 1,387/01, the Bank exchanged a portion of federal government securities effective as of November 6, 2001, and received so-called guaranteed loans in consideration thereof. |
| | |
| | As provided for by Central Bank Communiqués “A” 3,366 and “A” 3,385, the exchange was made at the carryover book value of the securities as of the date of the exchange with no impact on the income statement. |
| | |
| | Such loans were valued according to Central Bank Communiqué “A” 3,911, as supplemented (see note 4.4.c)). |
F- 78
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | The loans received in this exchange were not significant. |
| | |
| | In addition, subsequently, the Bank acquired additional guaranteed loans in the market and also through business combinations described elsewhere in this footnote. The difference between the cost of each acquired loan and its expected future cash flows is accounted for in accordance with PB 6 – Amortization of Discounts on Acquired Loans. In 2005, the Bank implemented SOP 03-3 – “Accounting for Certain Loans and Debt Securities Acquired in a Transfer” for loans acquired. |
| | |
| | The effects of adjustments require to state amounts in accordance with U.S. G.A.A.P. would decrease assets by 203,769, 168,219 and 171,431 as of December 31, 2005, 2004 and 2003, respectively. |
| | |
| | On the other hand, income would decrease by 35,550 and 30,412 for the years ended December 31, 2005 and 2003, and income would increase by 3,212 for the year ended December 31, 2004. |
| | b) | Loans/Bonds—Non-financial provincial government sector |
| | Presidential Decree No. 1,387/01 instructed the Argentine Ministry of Economy to offer the possibility of converting provincial government debt into secured loans. |
| | |
| | As mentioned in note 2.b), through Decree No. 1,579/02, the Federal Executive instructed the Provincial Development Trust Fund to assume provincial debts that were in the form of Government Securities, Bonds, Treasury Bills, or Loans and to voluntarily convert them into Secured Bonds. The Federal Government was entrusted by provincial governments with the duty to renegotiate provincial government debts, which could be restructured under the same terms and conditions as the federal government debt and government securities. |
| | |
| | The Bank presented before Banco de la Nación Argentina, in its capacity as fiduciary agent of the Fiduciary Fund for Provincial Development, the eligible assets (primarily loans) receivable from the Provincial Government Sector under the abovementioned decrees, for the exchange established by Presidential Decree No. 1,387/01. |
| | |
| | Under U.S. G.A.A.P., as mentioned above, and in light of the characteristics of the transaction, the Bank considered this transaction to be in line with SFAS 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings”. As the debtor was actually experiencing financial difficulties and the creditor granted concessions. |
| | |
| | At the time of the exchange, in accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan”, as of December 31, 2001 and 2002, the Bank measured impairment based on the present value of expected future cash flows discounted at the asset’s effective interest rate, with a corresponding charge to bad-debt expense. |
| | |
| | In 2003, the loans were exchanged for government securities known as Secured Bonds (BOGAR) which were accounted for in accordance with SFAS 115. |
| | |
| | As of December 31, 2005, 2004 and 2003, these BOGAR are classified for U.S. G.A.A.P. purposes as available for sale securities and carried at fair value with the unrealized gain or loss, net of income taxes, recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the BOGAR, the Bank used quoted market values. |
| | |
| | During the fiscal year ended December 31, 2005, the Bank sold part of its Secured Bonds and, therefore, realized a part of the gains that were previously recorded in other comprehensive income. |
| | |
| | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 24,899 and 30,509 as of December 31, 2005 and 2004, respectively, and decrease by 71,985 as of December 31, 2003. |
F- 79
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | On the other hand, income would increase by 88,550, 12,407 and 175,923 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | |
| | The breakdown of unrealized gains within the shareholders’ equity accounts as of December 31, 2005, 2004 and 2003, is disclosed in note 34.16. |
| | c) | Other Loans—Non-financial provincial government sector |
| | As of December 31, 2005, 2004 and 2003, the Bank had other loans granted to the non-financial provincial government sector (excluding the assets presented for the debt exchange mentioned in point b) above, which were valued according to Central Bank Communiqué “A” 3,911, as supplemented (see note 4.4.). |
| | |
| | In accordance with SFAS No. 114, as of December 31, 2005, 2004 and 2003, the Bank deemed these loans to be impaired and measured impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, with a corresponding adjustment to bad-debt expense. |
| | |
| | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 196, 5,945 and 18,792 as of December 31, 2005, 2004 and 2003, respectively. |
| | |
| | On the other hand, income would increase by 5,749, 12,847 and 18,016 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | d) | Compensatory Bonds received and to be received in connection with the compensation for the “asymmetric pesification” and Coverage Bonds to be received in connection with the compensation for foreign currency position |
| | As mentioned in note 2.a), under Law No. 25,561 and Presidential Decrees No. 494/02, No. 905/02 and No. 2,167/02, the Federal Government established a compensation mechanism for financial institutions because of the negative financial effects resulting from the pesification of foreign currency-denominated loans and deposits into pesos at different exchange rates. In this regard, as further explained in such note, the Central Bank, through Communiqués “A” 3,650, “A” 3,716, as supplemented, regulated the compensation mechanism mentioned above. |
| | |
| | According to Central Bank’s rules, as of December 31, 2005 the compensation received and, additionally as of December 31, 2004 and 2003 the compensation to be received and the Coverage bond to be received, were valued by using the criteria described in note 4.4. |
| | |
| | Under U.S. G.A.A.P., these assets (including those used for forward purchases under repurchase agreements) should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported net of income tax within the shareholders’ equity accounts. |
| | |
| | Additionally, SFAS No. 115 requires that if the decline in fair value is judged to be other than temporary, the cost of the security shall be written down to fair value, and the amount of the write-down shall be included in earnings. The new cost basis shall not be changed for subsequent recoveries in fair value. Subsequent increases in the fair value of available-for-sale securities shall be included in other comprehensive income. |
| | |
| | As of December 31, 2002, the Bank considered that the decline in fair value was other than temporary and recognized such loss. |
| | |
| | As explained in note 2.a), during the fiscal year ended December 31, 2005, the Bank realized a part of the gains that were previously recorded in other comprehensive income. |
F- 80
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 20,719, 69,936 and 147,146 as of December 31, 2005, 2004 and 2003, respectively. |
| | |
| | On the other hand, income would increase by 105,712, 29,194 and 86,576 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | |
| | The breakdown of unrealized gains within the shareholders’ equity accounts as of December 31, 2005 and 2004, is disclosed in note 34.16. |
| | e) | Other unlisted government securities |
| | As of December 31, 2005, 2004 and 2003, the Bank had other unlisted government securities (excluding those unlisted government securities mentioned above). These unlisted government securities were valued according to Central Bank Communiqué “A” 3,911, as supplemented (see note 4.4.). |
| | |
| | According to U.S. G.A.A.P., these securities should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported as net of income tax within the shareholders’ equity accounts. However, SFAS No.115 requires that if the decline in fair value is judged to be other than temporary, the cost of the security shall be written down to fair value, and the write down amount shall be included in earnings. |
| | |
| | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 14,351 and 4,874 as of December 31, 2004 and 2003, respectively. As of December 31, 2005 no adjustments to net assets is needed. |
| | |
| | On the other hand, income would decrease by 14,351 and would increase by 9,477 and 37,621 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | |
| The realized gains of 202,045 resulting from sales of available for sale securities acquired through business combinations are included in the line items related to those business combinations. See also Note 34.7. |
| |
| The amortized cost and fair value of Government Securities available for sale as of December 31, 2005, 2004 and 2003, are as follows: |
| | Amortized Cost | | Gross Unrealized Gains | | Fair Value | |
| |
| |
| |
| |
2005 | | | 2,767,477 | | | 54,053 | | | 2,821,530 | |
2004 | | | 2,221,116 | | | 204,708 | | | 2,425,824 | |
2003 | | | 1,752,887 | | | 66,605 | | | 1,819,492 | |
| | The proceeds from sales of available for sale securities and the gross realized gains and gross realized losses that have been included in earnings as a result of those sales, for the years ended December 31, 2005, 2004 and 2003 are as follows: |
F- 81
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | Proceeds from sales as of December 31, | |
| |
| |
Available for sale securities | | 2005 (**) | | 2004 (*) | | 2003 (*) | |
| |
| |
| |
| |
Debt Securities Issued by Argentinian Government | | | 1,578,755 | | | 570,800 | | | 447,897 | |
| |
|
| | (*) | There have been no realized gains or losses as a result of those sales, therefore there were no gains and losses reclassified out of accumulated other comprehensive income into earnings for the years ended December 31, 2004 and 2003 (very short term securities). |
| | | |
| | (**) | As of December 31, 2005, realized gains as a result of those sales amounted to 168,456. |
| The amount of the unrealized holding gain or loss on available for sale securities that have been included in accumulated other comprehensive income is as follows: |
Securities | | 2004 | | Increase | | Decrease | | 2005 | |
| |
| |
| |
| |
| |
Compensatory Bonds | | | 29,719 | | | 5,507 | | | 15,209 | | | 20,017 | |
Secured Bonds Decree 1579/02 | | | 128,196 | | | 25,373 | | | 119,533 | | | 34,036 | |
Compensatory Bonds to be Received | | | 46,793 | | | — | | | 46,793 | | | — | |
| |
|
| |
|
| |
|
| |
|
| |
Total Government Securities | | | 204,708 | | | 30,880 | | | 181,535 | | | 54,053 | |
| |
|
| |
|
| |
|
| |
|
| |
Securities | | 2003 | | Increase | | Decrease | | 2004 | |
| |
| |
| |
| |
| |
Compensatory Bonds | | | 11,580 | | | 18,215 | | | 76 | | | 29,719 | |
Secured Bonds Decree 1579/02 | | | 38,109 | | | 90,087 | | | — | | | 128,196 | |
Compensatory Bonds to be Received | | | 16,916 | | | 31,874 | | | 1,997 | | | 46,793 | |
| |
|
| |
|
| |
|
| |
|
| |
Total Government Securities | | | 66,605 | | | 140,176 | | | 2,073 | | | 204,708 | |
| |
|
| |
|
| |
|
| |
|
| |
| The portion of trading gains and losses for the period that relates to trading securities still held as of December 31, 2005, 2004 and 2003 are as follows: |
| | Gains as of December 31, | |
| |
| |
Trading Securities | | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Debt Securities Issued by Argentinian Government | | | 30 | | | 1,470 | | | 4,651 | |
Shares | | | (629 | ) | | 264 | | | 491 | |
Corporate Bonds | | | 299 | | | 173 | | | — | |
Other Debt Securities | | | 3,528 | | | 3 | | | — | |
Other | | | (63 | ) | | — | | | — | |
| | |
| | |
| | |
| |
| | | 3,165 | | | 1,910 | | | 5,142 | |
| | |
| | |
| | |
| |
| 34.3. | Loan origination fees |
| | |
| | The Bank recognizes fees on consumer loans, such as credit cards, mortgage, pledged and personal loans, stand by letters of credit and guarantees issued, when collected and charges direct origination costs when incurred. In accordance with U.S. G.A.A.P. under SFAS No. 91, loan origination fees and certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield or by straight-line method, as appropriate. |
| | |
| | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 11,483, 7,313 and 3,247 as of December 31, 2005, 2004 and 2003, respectively. Income for the years ended December 31, 2005 and 2004 would decrease by 4,170 and 4,066, respectively, and income for the year ended December 31, 2003 would increase by 348. |
| | |
| 34.4. | Allowance for loan losses |
| | |
| | The loan loss reserve represents the estimate of probable losses in the loan portfolio. Determining the loan loss reserve requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events will likely differ from the estimates and assumptions used in determining the loan loss reserve. Additional loan loss reserve could be required in the future. |
F- 82
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | The loan loss reserve is maintained in accordance with Central Bank’s rules. This results from evaluating the degree of debtors’ compliance and the guarantees and collateral supporting the respective transactions. |
| | |
| | Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the write-off of non-performing loans classified as “non-recoverable” after a certain period of time and on management’s decisions to write off non-performing loans evidencing a very low probability of recovery. |
| | |
| | In addition, under Central Bank’s rules, the Bank records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the consolidated income of statement. The Bank does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value. |
| | |
| | Under Central Bank rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer and housing loan borrowers. Although the Bank is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the Central Bank, the Bank is allowed to establish additional loan loss reserve. |
| | |
| | For commercial loans, the Bank is required to classify all commercial loan borrowers. In order to classify them, the Bank must consider different parameters related to each of those customers. In addition, based on the overall risk of the portfolio, the Bank considers whether or not additional loan loss reserves in excess of the minimum required are warranted. |
| | |
| | For consumer loan portfolio, the Bank classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the Central Bank are also applied to the totals in each loan classification. |
| | |
| | Under U.S. G.A.A.P., a portion of the total allowance typically consists of general amounts that are used, for example, to cover loans that are analyzed on a “pool” basis and to supplement specific allowances in recognition of the uncertainties inherent in point estimates. |
| | |
| | The Bank’s accounting for its loan loss reserve under Central Bank´s rules differs in some respects with practices of U.S.-based banks, as discussed below. |
| | a) | Recoveries and charge-offs |
| | | |
| | | Under Central Bank rules, recoveries are recorded in a separate income line item under other income. Charge-offs are recorded directly as loan loss provision in the income statement. Under U.S. G.A.A.P., recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would be no net impact on net income or shareholders’ equity. |
| | | |
| | b) | Credit Card Loans |
| | | |
| | | The Bank establishes its reserve for credit card loans based on the past due status of the loan. All loans without preferred guaranties greater than 180 days have been reserved at 50% in accordance with the Central Bank’s rules. |
| | | |
| | | Under U.S. G.A.A.P., the bank adopted a policy to charge off loans which are 180 days past due should be charged off. |
F- 83
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | | Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 500, 419 and 260 as of December 31, 2005, 2004 and 2003, respectively. In addition, income would decrease by 81 and 159 for the years ended December 31, 2005 and 2004, respectively, and income would increase by 1,256 for the year ended December 31, 2003. |
| | | |
| | c) | Impaired loans—Non Financial Private Sector and residents abroad |
| | | |
| | | SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures” for computing U.S. G.A.A.P. adjustments. SFAS No. 114, as amended by SFAS No. 118, require a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms. |
| | | |
| | | The following table discloses the amounts required by SFAS 114, as of December 31, 2005, 2004 and 2003: |
| | Fiscal year ended December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Total amount of loans considered as impaired | | | 217,842 | | | 366,445 | | | 158,139 | |
Amount of loans considered as impaired for which there is a related allowance for credit losses | | | 196,136 | | | 201,650 | | | 98,617 | |
Amount of loans considered as impaired for which there is no related allowance for credit losses | | | 21,706 | | | 164,795 | | | 59,522 | |
Reserves allocated to impaired loans | | | 146,744 | | | 137,655 | | | 75,026 | |
Average balance of impaired loans during the fiscal year | | | 69,300 | | | 262,292 | | | 184,660 | |
Interest income recognized on impaired loans | | | 4,192 | | | 575 | | | 332 | |
| | | The Bank recognizes interest income on impaired loans on a cash basis method. |
| | | |
| | | Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 1,389, 809 and 1,550 as of December 31, 2005, 2004 and 2003, respectively. In addition, income would be decreased by 580 and 1,550 for the periods ended December 31, 2005 and 2003, respectively and would be increased by 741 for the period ended December 31, 2004. |
| | | |
| | | Under U.S. G.A.A.P., the activity in the allowance for loan losses for the years presented is as follows: |
F- 84
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | Fiscal year ended December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
| |
| |
| |
Balance at the beginning of the fiscal year | | | 226,568 | | | 58,089 | | | 117,641 | |
Provision for loan losses | | | 61,669 | | | 35,885 | | | 35,303 | |
Allowance for loan losses from Nuevo Banco Suquía S.A. (See note 34.7.c)) | | | — | | | 143,457 | | | — | |
Allowance for loan losses from incorporation of assets and liabilities of Banco de Tucumán Cooperativo Limitado (see note 3.9) | | | 74,775 | | | — | | | — | |
Allowances for loan losses for purchased loans and recovered loans | | | 6,262 | | | 21,329 | | | 495 | |
Write offs | | | (60,929 | ) | | (32,164 | ) | | (64,887 | ) |
Reversals | | | (58,924 | ) | | (28 | ) | | (29,608 | ) |
Monetary gain generated on allowances | | | — | | | — | | | (855 | ) |
| |
|
| |
|
| |
|
| |
Balance at the end of the fiscal year | | | 249,421 | | | 226,568 | | | 58,089 | |
| |
|
| |
|
| |
|
| |
| | d) | Interest recognition – non-accrual loans |
| | | |
| | | The method applied to recognize income on loans is described in Note 4.4.e). Additionally, the accrual of interest is discontinued generally when the related loan is non performing and the collection of interest and principal is in doubt generally after 90 days of being past due. Accrued interest remains on the Banks books and is considered a part of the loan balance when determining the reserve for credit losses. |
| | | |
| | | Under U.S. G.A.A.P. the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectibility of principal or interest, even though the loan currently is performing. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for credit losses. |
| | | |
| | | Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 4,245, 3,945 and 2,462 as of December 31, 2005, 2004 and 2003, respectively. In addition, income would decrease by 300 and 1,483 for the years ended December 31, 2005 and 2004, respectively, and income would increase by 667 for the year ended December 31, 2003. |
| | | |
| 34.5. | Intangible assets |
| | | |
| | a) | Judgments due to court decisions related to foreign currency- denominated deposits |
| | | |
| | | The Bank capitalized exchange differences related to constitutional protection and court judgments resulting from court decisions (amparos) as intangible assets. |
| | | |
| | | These differences resulted from the difference between the amount of the original foreign currency converted at the higher exchange rate determined by the courts and the lower exchange rates pursuant to the Central Bank’s rules (pesification at Ps. 1.4 to USD 1 exchange rate, or its equivalent in other currency, plus C.E.R.). |
| | | |
| | | These intangible assets are being amortized under the straight-line method over 60 months under Central Bank’s rules. |
F- 85
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | | Financial institutions have asked the government to compensate them for the losses generated from the payment of deposits pursuant to judicial orders at the free market exchange rate, which was greater than that established by the government for pesification of the financial institutions’ assets and liabilities. As of the date of preparation of these financial statements, the Supreme Court has not issued any decision regarding compensation to banks for making payments under amparos. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities. |
| | | |
| | | Under U.S. G.A.A.P., the right to obtain this compensation is deemed a contingent gain which can not be recognized until realized, pursuant to SFAS 5 – Accounting for Contingencies. |
| | | |
| | | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would be to decrease assets by 42,632, 50,037 and 44,730 as December 31, 2005, 2004 and 2003, respectively. In addition, income for the year ended December 31, 2005 would increase by 7,405 and income for the year ended December 31, 2004 and 2003 would decrease by 5,307 and 9,980, respectively. |
| | | |
| | b) | Software costs |
| | | |
| | | Under U.S. G.A.A.P. SOP 98-1, defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only certain costs in the second stage should be capitalized. Under Central Bank’s rules, the Bank capitalized costs relating to all three of the stages of software development and amortized these costs on straight-line basis. |
| | | |
| | | Under SOP 98-1, the Bank properly capitalized only certain costs of computer software developed or obtained for internal use (mainly, services provided to develop the software during the application development stage, costs incurred to obtain computer software from third parties, and travel expenses incurred by employees in their duties directly associated with developing software). |
| | | |
| | | The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 6,027, 7,033 and 10,413 as of December 31, 2005, 2004 and 2003, respectively. In addition, income would increase by 1,006, 3,380 and 6,563 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | | |
| | c) | Organizational costs |
| | | |
| | | Applying U.S. G.A.A.P. also resulted in other adjustments relative to capitalized organizational costs resulting in a decrease to the Bank´s assets of 1,881, 2,698 and 5,575 as of December 31, 2005, 2004 and 2003, respectively. In addition income would have increased by 817 and 2,877 and decrease by 3,431 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | | |
| 34.6. | Vacation accrual |
| | |
| | The cost of vacations earned by employees is generally recorded by the Bank when paid. U.S. G.A.A.P. requires that this expense be recorded on an accrual basis as the vacations are earned. |
| | |
| | Had U.S. G.A.A.P. been applied, the Bank’s shareholder’s equity would be decreased by 6,581, 3,295 and 3,186 as of December 31, 2005, 2004 and 2003, respectively. In addition, the income for the years ended December 31, 2005, 2004 and 2003 would decreased by 3,286, 109 and 1,811, respectively. |
F- 86
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| 34.7. | Business Combinations |
| | a) | Acquisition of controlling interest in former Banco Bansud S.A. |
| | | |
| | | In January 2002, the Bank acquired the controlling interest in former Banco Bansud S.A., at a contingent purchase price of 65,000 (subsequently deemed not to be payable). |
| | | |
| | | Under Central Bank rules, business combinations are recorded at the carryover book value of the acquired company and goodwill is recognized based on the difference of the book value of the net assets acquired and the purchase price (including contingent consideration). The Bank recognized a negative goodwill resulting from the difference between the net equity book value, as computed under such standards, at the acquisition date and the contingent purchase price. The negative goodwill is considered as a monetary liability for purposes of inflation accounting and is being amortized under the straight line method over 5 years. The contingent purchase price was recorded as a liability at the date of the acquisition and was reversed into income as a gain in 2003 when it was determined that such contingent consideration was not payable. |
| | | |
| | | Under US G.A.A.P., SFAS 141 “Business combination” requires this acquisition to be accounted for under the purchase method. The contingent purchase price was not considered since it never materialized and thus the purchase price was deemed to be zero. The assets acquired and liabilities assumed were recognized at their fair values at the date of acquisition. The difference between the purchase price and the fair value of the net assets acquired resulted in a negative goodwill. |
| | | |
| | | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (taking into account the percentage of acquisition): |
Cash | | | 144,385 | | | | |
Government Securities | | | 74,352 | | | | |
Loans | | | 1,431,727 | | | | |
Other assets | | | 691,443 | | | | |
Tangible non-current assets | | | 145,257 | | | | |
| | |
| | | | |
Total assets acquired | | | 2,487,164 | | | | |
| | |
| | | | |
Deposits | | | 2,582,768 | | | | |
Other liabilities | | | 1,050,536 | | | | |
| | |
| | | | |
Total liabilities assumed | | | 3,633,304 | | | | |
| | |
| | | | |
Net assets | | | (1,146,140 | ) | | | |
| | |
| | | | |
% acquired | | | 81.225 | % | | | |
Net assets acquired | | | (930,952 | ) | | | |
Irrevocable capital contribution transferred | | | 970,668 | | | (**) | |
Total net assets acquired | | | 39,716 | | | | |
Purchase price | | | — | | | | |
Negative Goodwill | | | (39,716 | ) | | (*) | |
F- 87
(Contd.) |
BANCO MACRO BANSUD AND SUBSIDIARIES |
| | |
|
| | | (*) | The negative goodwill has been applied to reduce on a pro rata basis the amounts assigned to the non-current assets acquired. Given the Argentine economic environment and the Banks´ situation at the time of the acquisition (see note 2.), no identifiable intangible assets were recognized. |
| | | | |
| | | (**) | The irrevocable capital contributions were made by Banamex in its capacity as Banco Bansud S.A.´s shareholder pursuant to the acquisition by Banco Macro S.A. Banco Macro obtained the rights over these irrevocable contributions as the new shareholders of Banco Bansud. |
| | | The reconciliation of shareholders’ equity to U.S. G.A.A.P. below includes the effects of the purchase accounting adjustments, related deferred tax effects, the reversal of the negative goodwill and related amortization and inflation effects calculated under Central Bank’s rules, and the reversal of the gain related to the de-recognition of the contingent purchase price. |
| | | |
| | | Had U.S. G.A.A.P. been applied, the Bank’s net assets would be increased by 62,763, 15,738 and 82,489 as of December 31, 2005, 2004 and 2003, respectively. In addition, the income for the years ended December 31, 2005, 2004 and 2003 would increase by 47,025 and would decrease by 66,751 and 195,364, respectively. |
| | | |
| | b) | Merger with and into former Banco Bansud S.A. - a downstream merger |
| | | |
| | | In March 2003 the Bank and its subsidiary former Banco Bansud S.A., entered into a merger agreement (the “Merger Agreement”). The Merger Agreement provided that, former Banco Macro S.A. was merged with and into former Banco Bansud S.A., with former Banco Bansud S.A. continuing as the surviving corporation, renamed Banco Macro Bansud S.A. The result of this transaction was a single stockholder group, including the former minority interest of former Banco Bansud S.A., owning the consolidated net assets. The terms of the merger were agreed to and announced on March 28, 2003. Before the merger, the former Banco Bansud was a public company in the Argentine stock market with a readily available tradable market value of its shares. |
| | | |
| | | The acquisition date was December 2003, upon the appropriate shareholders and regulatory approvals. At that date, Banco Bansud issued the common shares and exchanged for all the outstanding common stock of Banco Macro. |
| | | |
| | | Banco Macro S.A. shareholders received 14.75 shares of former Banco Bansud S.A. for each common share of Banco Macro S.A. |
| | | |
| | | Under Central Bank rules, the merger was accounted for based on the carryover value of assets and liabilities as of January 1, 2002 since the merger was given retroactive effect to that date. Additionally, therefore, the minority interest was not recognized in 2003. |
| | | |
| | | Under U.S. G.A.A.P., this transaction was accounted for as a downstream merger and an acquisition of minority interest. SFAS 141 requires the acquisition of the minority interest of former Banco Bansud S.A. to be accounted for under the purchase method. As the consideration given to the minority interest was not in the form of cash, the cost of the interest acquired was determined based on the fair value of the net assets given. The quoted market price of the former Banco Bansud shares traded was used to determine such cost. The terms of the acquisition were agreed to and announced on March 28, 2003. On that date the share price of former Banco Bansud was Ps.1.490. The average share price between two days before and end two days after that date was Ps.1.494, which is the price used to determine the acquisition cost. This is in accordance with EITF 99-12 which requires that the quoted market price to be used must consider the market price during a reasonable short period of time, such as just a few days before and after the acquisition is agreed to and announced. |
F- 88
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| The cost of the acquired minority interest (“purchase price”) has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, and the excess of the fair value over the cost resulting in a negative goodwill. Merged results were recognized after acquisition date. |
| |
| The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition corresponding to the minority interest acquired (December 2003): |
Cash | | | 296,626 | |
Government securities | | | 1,333,992 | |
Loans | | | 520,751 | |
Other assets | | | 667,643 | |
Tangible non-current assets | | | 106,988 | |
Intangible assets subject to amortization - Customer related assets (5 - year weighted average useful life) | | | 45,365 | |
| |
|
| |
Total assets acquired | | | 2,971,365 | |
| |
|
| |
Deposits | | | 1,793,742 | |
Other liabilities | | | 449,806 | |
| |
|
| |
Total liabilities assumed | | | 2,243,548 | |
| |
|
| |
Net assets | | | 727,817 | |
% acquired | | | 18.775 | % |
Net assets acquired | | | 136,648 | |
Purchase price | | | 127,694 | |
Negative Goodwill (*) | | | (8,954 | ) |
|
(*) | The negative goodwill has been applied to reduce on a pro rata basis the amount assigned to the non-current intangible and tangible assets acquired. |
| | Therefore, the U.S. G.A.A.P. reconciliation of shareholders´equity and net income reflects the effects of the purchase accounting adjustments, and the related effects on the deferred income tax, and the minority interest from January 1, 2003 through the merger date in December 2003, as well as the effects of the amortization of identified intangible assets, and comprehensive income. |
| | |
| | Had U.S. G.A.A.P. been applied, the Bank’s net assets would decrease by 92,563, 118,735 and 118,208 as of December 31, 2005, 2004 and 2003, respectively. In addition, the income for the years ended December 31, 2005, 2004 and 2003 would increase by 26,172 and decrease by 527 and 52,423, respectively. |
F- 89
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| c) | Acquisition of Nuevo Banco Suquía S.A. |
| | |
| | As mentioned in note 3.1., in December 2004, the Bank acquired 100% of Nuevo Banco Suquía S.A., at a cash purchase price of 16,407. |
| | |
| | Under Central Bank Rules, business combinations are accounted for at carryover value. The Bank recognized the difference between the net equity book value at the acquisition date and the purchase price as a negative goodwill. The negative goodwill is being amortized under the straight line method over 5 years. |
| | |
| | Under U.S. G.A.A.P., SFAS 141 requires the acquisition of the controlling interest of Nuevo Banco Suquía S.A. to be accounted for as a business combination applying purchase accounting. The purchase price has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, and the excess of the fair value over the cost resulting in a negative goodwill. |
| | |
| | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date corresponding to the 100% interest acquired. |
Cash | | | 336,266 | |
Government securities | | | 411,815 | |
Loans | | | 837,164 | |
Other assets (*) | | | 553,759 | |
Tangible non-current assets | | | 72,445 | |
Intangible assets subject to amortization - Customer related assets (5 - year weighted average useful life) | | | 46,783 | |
| |
|
| |
Total assets acquired | | | 2,258,232 | |
| |
|
| |
Deposits | | | 1,548,049 | |
Other liabilities | | | 599,701 | |
| |
|
| |
Total liabilities assumed | | | 2,147,750 | |
| |
|
| |
Net assets | | | 110,482 | |
% acquired | | | 100 | % |
Purchase price | | | 16,407 | |
Negative Goodwill | | | (94,075 | ) (**) |
|
(*) | Includes 135,123 of deferred tax assets, net of allowances (see additionally note 34.1.a)). |
| |
(**) | The negative goodwill has been applied to reduce on a pro rata basis the amounts assigned to the non-current intangible and tangible assets acquired. |
| | Therefore, the U.S. G.A.A.P. reconciliation of shareholders´ equity and net income reflects the purchase accounting adjustments and related deferred income tax effects and reversal of negative goodwill calculated under Central Bank’s rules, effects of amortization of intangible assets acquired. |
F- 90
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Had U.S. G.A.A.P. been applied, the Bank’s net assets would increase by 20,546 and 453 as of December 31, 2005 and 2004, respectively. In addition, the income for the years ended December 31, 2005 and 2004 would increase by 20,093 and 453, respectively. |
| | As of December 31, 2005, the adjustments mentioned in items a) through c) include 202,045 related to realized gains on available for sale securities which were acquired through business combinations. See also note 34.2. |
| | |
| | d) | Other |
| | | |
| | | Had U.S. G.A.A.P. been applied, other adjustments relative to business combination would decrease the Bank’s assets by 8,331, 9,488 and 10,460 as of December 31, 2005, 2004 and 2003, respectively. In addition, income would increase by 1,157 and 972 and decrease by 47,303 for the years ended December 31, 2005, 2004 and 2003, respectively. |
| | | |
| 34.8. | Reporting on Comprehensive Income (loss) |
| | |
| | SFAS No. 130 “Reporting on Comprehensive Income” requires entities to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners (“comprehensive income”). Comprehensive income (loss) is the total of net income (loss) and all other non-owner changes in equity. |
| | |
| | This statement requires that comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements with an aggregate amount of comprehensive income (loss) reported in that same financial statement. The adoption of this accounting disclosure is shown in notes 34.17. In the Bank’s case, comprehensive income is affected by SFAS 52 cumulative translation adjustments related to the foreign subsidiary and unrealized gains and losses of available for sale securities, net of income taxes. |
| | |
| 34.9. | Restatement of financial statements in constant pesos |
| | |
| | Pursuant to Central Bank’s rules, the Bank’s financial statements recognize the effects of inflation as described in note 4.3. |
| | |
| | As allowed by the SEC, as the Banking financial statements are restated applying a methodology that comprehensively addresses the accounting for inflation, the effects of general price-level changes recognized in the Bank’s financial statements do not need to be eliminated in reconciling to U.S. G.A.A.P. |
| | |
| 34.10. | Accounting for derivative instruments and hedging activities |
| | |
| | SFAS No. 133 “Accounting for derivative instruments and hedging activities” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available for sale security, or a foreign currency denominated forecasted transaction. |
F- 91
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Among other provisions, SFAS No. 133 requires that for a transaction to qualify for special hedge accounting treatment the transaction must meet specific test of effectiveness that will reduce the volatility in the income statement to the extent that the hedge is effective and all hedge ineffectiveness is required to be reported currently in computing of net income. SFAS No. 133 further requires the identification of assets, liabilities or anticipated transactions being hedged and periodic revaluation of such hedged positions to reflect the changes in market value of risk being hedged. SFAS No. 133 further expands the definition of derivatives to include certain contacts or provisions commonly embedded in contracts or financial instruments and requires that such derivatives be reported at fair value. The Bank had no such embedded derivatives. |
| | |
| | Considering the derivatives used by the Bank (described in note 32 and according to the valuation standards described in notes 4.4.i) and 4.4.o), Management believes that the effect of the application of this accounting requirement does not have an impact on the Bank’s consolidated financial condition or results of operations. |
| | |
| 34.11. | Adjustment to Prior-Year Income |
| | |
| | As described in note 7 as required by Central Bank rules, the consolidated financial statements include several adjustments to prior-year income generated by changes in accounting estimates and accounting principles. |
| | |
| | Under U.S. G.A.A.P., APB 20 generally prohibits retroactive restatement of prior year financial statements to reflect such changes, because the events should be recorded in the year they took place. |
| | |
| | The following table discloses the effect for each item that caused an adjustment to prior period income: |
| | Fiscal year ended December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Effect of the changes in accounting estimates generated by the asymmetrical pesification and the compensation mentioned in note 2.a) — (Lower) assets | | | — | | | (50,144 | ) | | (45,872 | ) |
Effect of the changes in accounting estimates generated by the pesification of corporate bonds mentioned in note 11. (Greater)/Lower liabilities | | | — | | | (41,026 | ) | | 10,306 | |
Effect of the changes in accounting principles generated by the reversal of 20% of the negative goodwill under Central Bank Communiqué ‘‘A’’ No. 3,984 mentioned in note 4.4.q). — Lower liabilities | | | — | | | — | | | 73,112 | |
| | |
| | |
| | |
| |
Net income effect | | | — | | | (91,170 | ) | | 37,546 | |
| | |
| | |
| | |
| |
| | Had U.S. G.A.A.P. been applied, the Bank´s net assets would decrease by 91,170 as of December 31, 2003. In addition, income for the year ended December 31, 2004 and 2003 would decrease by 91,170 and increase by 37,545, respectively. |
F- 92
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 34.12. | Foreign currency translation |
| | |
| | Financial statements of the subsidiary Sud Bank & Trust were translated under Central Bank rules as described in note 4.1. U.S. G.A.A.P. foreign currency translation requirements are covered by SFAS Nº 52 “Foreign Currency Translation” and differs with Central Bank rules in the translation of the income statement accounts, which under U.S. G.A.A.P. should have been translated at the exchange rate other than at the year-end exchange rate, and resulting differences in translation adjustments between assets and liabilities and components of shareholders´ equity are recognized as an other comprehensive income. |
| | |
| | Had U.S. G.A.A.P. been applied, the Bank’s net income for years ended December 31, 2005, 2004 and 2003 would increase by 2,148 and 1,265, and decrease by 13,666, respectively, and these resulting differences recognized as other comprehensive income. |
| | |
| 34.13. | Accounting for guarantees |
| | |
| | The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation. |
| | |
| | The Bank charges a fee for issuance of these guarantees, which is deferred and recognized as income over the period of the guarantee. |
| | |
| | Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed. |
| | |
| | Under US G.A.A.P., SFAS interpretation No 45 “Guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness or others” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Bank with and offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Bank is decreasing its risk. |
| | |
| | Had U.S. G.A.A.P. been applied, no differences would have existed in the Bank records. |
| | |
| 34.14. | Earning Per Share |
| | |
| | The Bank holds, and has held, a capital structure with only common stock outstanding. |
| | |
| | Central Bank’s rules do not require the disclosure of earnings per share nor dividend per share. |
| | |
| | Under U.S. G.A.A.P., SFAS 128, “Earnings per share”, it is required to present basic per-share amounts (Basic EPS) which is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. |
| | |
| | Diluted earnings per share (Diluted EPS) measure the performance if the potential common shares that were dilutive had been issued. Potential common shares are securities that do not have a current right to participate fully in earnings but could do so in the future. No potential common shares exist, and therefore basic and diluted EPS are the same. |
F- 93
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | The following table sets forth the computation of Basic EPS: |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Numerator: | | | | | | | | | | |
Net income under U.S. G.A.A.P. | | | 463,795 | | | 94,229 | | | 313,371 | |
Denominator: | | | | | | | | | | |
Common stock outstanding during the year (1) | | | 608,943,437 | | | 608,943,437 | | | 523,471,785 | |
Common stock issued on merger with and into former Banco Bansud S.A. (2) | | | — | | | — | | | 85,471,652 | |
Weighted-average common shares outstanding for the year | | | 608,943,437 | | | 608,943,437 | | | 526,750,150 | |
Basic EPS under U.S. G.A.A.P. (stated in Ps.) | | | 0.76 | | | 0.15 | | | 0.59 | |
| | (1) | Common stock of the Bank prior to the merger described in note 3.1 was retroactively restated for the equivalent number of shares received in the merger after giving effect to the exchange ratio of 14.75 shares to 1. |
| | | |
| | (2) | See note 34.7.b) |
| | | |
| | During 2005 and 2004, the Bank paid 30,447 and 60,894, respectively, in cash dividends. Dividend per share amounted to Ps. 0.05 and 0.10, respectively. In addition, On April 28, 2006, the Regular and Special General Shareholders’ Meeting of Banco Macro Bansud approved, among other issues, the distribution of cash dividends amounting to 68,394. |
| | |
| | |
| 34.15. | Issuance and Offering Cost of Shares |
| | |
| | As disclosed in note 10., on September 26, 2005, the Regular and Special Shareholders’ Meeting of BANCO MACRO BANSUD S.A. approved a capital stock increase through the public subscription of shares for a face value of up to Ps. 75,000,000 by issuing up to 75,000,000 common, class B and book-entry shares. In March and April 2006, the capital increase had been fully subscribed and paid in. |
| | |
| | In the offering and issuance of these shares, the Bank incurred direct incremental costs (mainly, legal fees and travel costs) attributable to issuance and offering of these shares. |
| | |
| | Under Central Bank rules, the Bank recognizes as expenses these costs when they are incurred. |
| | |
| | Under U.S.G.A.A.P., S.A.B. Topic 5-A states that, prior to the effective date of an offering of equity securities, certain costs related to the offering can be deferred (specific incremental costs directly attributable to a proposed or actual offering of securities) and charged against the gross proceeds of the offering. |
| | |
| | Had U.S. G.A.A.P. been applied, the Bank’s assets would increase by 2,506 as of December 31, 2005. In addition, the income for the year ended December 31, 2005 would increase by 2,506. |
F- 94
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 34.16. | Set forth below are the significant adjustments to consolidated net income and shareholders’ equity which would be required if U.S. G.A.A.P. instead of Central Bank’s rules had been applied: |
| | Increase / (decrease) | |
| |
| |
| | Consolidated Net Income Years ended December 31, | |
| |
| |
| | Ref. | | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
|
| |
Net income in accordance with Central Bank’s rules | | | | | | 262,719 | | | 192,977 | | | 199,849 | |
Income taxes | | | | | | | | | | | | | |
Deferred taxes, net of allowances | | | 34.1 | .a) | | (83,297 | ) | | (6,001 | ) | | 98,085 | |
Allowance for tax on minimum presume income | | | 34.1 | .b) | | 34,351 | | | — | | | — | |
Exposure to the Argentine public sector and private securities | | | | | | | | | | | | | |
Loans – Non-financial federal governmental sector | | | 34.2 | .a) | | (35,550 | ) | | 3,212 | | | (30,412 | ) |
Loans/Bonds – Non-financial government sector | | | 34.2 | .b) | | 88,550 | | | 12,407 | | | 175,923 | |
Other loans – Non-financial provincial government sector | | | 34.2 | .c) | | 5,749 | | | 12,847 | | | 18,016 | |
Compensatory Bonds | | | 34.2 | .d) | | 105,712 | | | 29,194 | | | 86,576 | |
Other unlisted government securities | | | 34.2 | .e) | | (14,351 | ) | | 9,477 | | | 37,621 | |
Loan origination fees | | | 34.3 | | | (4,170 | ) | | (4,066 | ) | | 348 | |
Allowance for loan losses | | | | | | | | | | | | | |
Credit Card Loans | | | 34.4 | .b) | | (81 | ) | | (159 | ) | | 1,256 | |
Impaired Loans – Non Financial Private Sector and residents abroad | | | 34.4 | .c) | | (580 | ) | | 741 | | | (1,550 | ) |
Interest recognition – non accrual loans | | | 34.4 | .d) | | (300 | ) | | (1,483 | ) | | 667 | |
Intangible assets | | | | | | | | | | | | | |
Judgments due to court decisions related to foreign currency – denominated deposits | | | 34.5 | .a) | | 7,405 | | | (5,307 | ) | | (9,980 | ) |
Software costs | | | 34.5 | .b) | | 1,006 | | | 3,380 | | | 6,563 | |
Organizational costs | | | 34.5 | .c) | | 817 | | | 2,877 | | | (3,431 | ) |
Vacation accrual | | | 34.6 | | | (3,286 | ) | | (109 | ) | | (1,811 | ) |
Business combination | | | | | | | | | | | | | |
Acquisition of controlling interest in former Banco Bansud S.A. | | | 34.7 | .a) | | 47,025 | | | (66,751 | ) | | (195,364 | ) |
Merger with and into former Banco Bansud S.A. – a downstream merger | | | 34.7 | .b) | | 26,172 | | | (527 | ) | | (52,423 | ) |
Acquisition of Nuevo Banco Suquia S.A. | | | 34.7 | .c) | | 20,093 | | | 453 | | | — | |
Other | | | 34.7 | .e) | | 1,157 | | | 972 | | | (47,303 | ) |
Adjustment to prior-year income | | | 34.11 | | | — | | | (91,170 | ) | | 37,545 | |
Foreign currency translation | | | 34.12 | | | 2,148 | | | 1,265 | | | (13,666 | ) |
Issuance and Offering Cost of Shares | | | 34.15 | | | 2,506 | | | — | | | — | |
| | | | |
|
| |
|
| |
|
| |
Net income in accordance with U.S. G.A.A.P | | | | | | 463,795 | | | 94,229 | | | 313,371 | |
| | | | |
|
| |
|
| |
|
| |
Comprehensive income | | | | | | | | | | | | | |
Net income in accordance with U.S. G.A.A.P. | | | | | | 463,795 | | | 94,229 | | | 313,371 | |
Other comprehensive income, net of tax: | | | | | | (99,322 | ) | | 88,945 | | | 53,191 | |
| | | | |
|
| |
|
| |
|
| |
Total comprehensive income, net in accordance with U.S. G.A.A.P. | | | | | | 364,473 | | | 183,174 | | | 366,562 | |
| | | | |
|
| |
|
| |
|
| |
Net income per share in accordance with U.S. G.A.A.P. | | | | | | 0.76 | | | 0.15 | | | 0.59 | |
| | | | |
|
| |
|
| |
|
| |
Weighted average number of shares Outstanding (in thousands) | | | | | | 608,943 | | | 608,943 | | | 526,750 | |
| | | | |
|
| |
|
| |
|
| |
F- 95
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Increase / (decrease) | |
| |
| |
| | Consolidated Shareholders’ Equity At December 31, | |
| |
| |
| | Ref. | | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
|
| |
Shareholders´ equity in accordance with Central Bank’s rules | | | | | | 1,489,574 | | | 1,257,302 | | | 1,125,219 | |
Income taxes | | | | | | | | | | | | | |
Deferred taxes, net of allowances | | | 34.1 | .a) | | (33,969 | ) | | (4,153 | ) | | 49,741 | |
Allowance for tax on minimum presume income | | | 34.1 | .b) | | 25,689 | | | (8,662 | ) | | (8,662 | ) |
Exposure to the Argentine public sector and private securities | | | | | | | | | | | | | |
Loans – Non-financial federal governmental sector | | | 34.2 | .a) | | (203,769 | ) | | (168,219 | ) | | (171,431 | ) |
Loans/Bonds – Non-financial government sector | | | 34.2 | .b) | | 24,899 | | | 30,509 | | | (71,985 | ) |
Other loans – Non-financial provincial government sector | | | 34.2 | .c) | | (196 | ) | | (5,945 | ) | | (18,792 | ) |
Compensatory Bonds | | | 34.2 | .d) | | (20,719 | ) | | (69,936 | ) | | (147,146 | ) |
Other unlisted government securities | | | 34.2 | .e) | | — | | | 14,351 | | | 4,874 | |
Loan origination fees | | | 34.3 | | | (11,483 | ) | | (7,313 | ) | | (3,247 | ) |
Allowance for loan losses | | | | | | | | | | | | | |
Credit Card Loans | | | 34.4 | .b) | | (500 | ) | | (419 | ) | | (260 | ) |
Impaired Loans – Non Financial Private Sector and residents abroad | | | 34.4 | .c) | | (1,389 | ) | | (809 | ) | | (1,550 | ) |
Interest recognition – non accrual loans | | | 34.4 | .d) | | (4,245 | ) | | (3,945 | ) | | (2,462 | ) |
Intangible assets | | | | | | | | | | | | | |
Judgments due to court decisions related to foreign currency – denominated deposits | | | 34.5 | .a) | | (42,632 | ) | | (50,037 | ) | | (44,730 | ) |
Software costs | | | 34.5 | .b) | | (6,027 | ) | | (7,033 | ) | | (10,413 | ) |
Organizational costs | | | 34.5 | .c) | | (1,881 | ) | | (2,698 | ) | | (5,575 | ) |
Vacation accrual | | | 34.6 | | | (6,581 | ) | | (3,295 | ) | | (3,186 | ) |
Business combination | | | | | | | | | | | | | |
Acquisition of controlling interest in former Banco Bansud S.A. | | | 34.7 | .a) | | 62,763 | | | 15,738 | | | 82,489 | |
Merger with and into former Banco Bansud S.A. – a downstream merger | | | 34.7 | .b) | | (92,563 | ) | | (118,735 | ) | | (118,208 | ) |
Acquisition of Nuevo Banco Suquia S.A. | | | 34.7 | .c) | | 20,546 | | | 453 | | | — | |
Other | | | 34.7 | .d) | | (8,331 | ) | | (9,488 | ) | | (10,460 | ) |
Adjustment to prior-year income | | | 34.11 | | | — | | | — | | | 91,170 | |
Issuance and Offering Cost of Shares | | | 34.15 | | | 2,506 | | | — | | | — | |
| | | | |
|
| |
|
| |
|
| |
Shareholders´ equity in accordance with U.S. G.A.A.P. (*) | | | | | | 1,191,692 | | | 857,666 | | | 735,386 | |
| | | | |
|
| |
|
| |
|
| |
|
(*) | includes the effects of other comprehensive income. |
F- 96
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 34.17. | Set forth below are the accumulated other comprehensive income (loss) balances, as of December 31, 2005, 2004 and 2003 – net of related income tax effects: |
| | Foreign Currency Items | | Unrealized Gains/ (losses) on securities | | Accumulated Other Comprehensive | |
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2002 | | | 4,389 | | | — | | | 4,389 | |
Current-fiscal year change | | | 14,681 | | | 66,605 | | | 81,286 | |
Tax effects | | | (4,783 | ) | | (23,312 | ) | | (28,095 | ) |
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2003 (1) | | | 14,287 | | | 43,293 | | | 57,580 | |
Current-fiscal year change | | | (1,265 | ) | | 138,103 | | | 136,838 | |
Tax effects | | | 443 | | | (48,336 | ) | | (47,893 | ) |
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2004 | | | 13,465 | | | 133,060 | | | 146,525 | |
Current-fiscal year change | | | (2,148 | ) | | (150,655 | )(2) | | (152,803 | ) |
Tax effects | | | 752 | | | 52,729 | | | 53,481 | |
| |
|
| |
|
| |
|
| |
Balances as of December 31, 2005 | | | 12,069 | | | 35,134 | | | 47,203 | |
| |
|
| |
|
| |
|
| |
| |
|
| | (1) | The available for sale securities as of December 31, 2002 were deemed to have an other than temporary impairment. |
| | (2) | The current-fiscal year change includes a decrease by 168,456 related to realized gains from sales of available for sale securities and an increase by 17,801 related to unrealized gains. |
| 34.18. | Statement of Cash flows |
| | |
| | According to SFAS 95 “Statement of Cash Flows”, a statement of cash flows for a period shall report net cash provided or used by operating, investing, and financing activities and the net effect of those flows on cash and cash equivalents during the period in a manner that reconciles beginning and ending cash and cash equivalents. Central Bank’s rules classify cash flows as operating activities and other. |
| | |
| | The statement of cash flows under Central Bank’s rules differs from the statement of cash flows under U.S. G.A.A.P. in the following aspects: |
| | |
| | The Bank’s transactions that did not provide an actual movement of funds in each year (non cash transactions) were eliminated from the respective cash changes. The following are the main non cash transactions, based on their book values under Central Bank’s rules: |
F- 97
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | - | At December 31, 2005, 2004 and 2003, the Bank entered into transactions with government securities exchanging non cash assets or liabilities for other non cash assets or liabilities (mainly forward, unsettled spot and repurchase contracts to buy or sell foreign currencies, listed Government and other securities at future dates and exchanged non cash assets or liabilities for other non cash assets or liabilities) with a book value of 707,512, 522,744 and 25,945, respectively. |
| | | |
| | - | The securities received during 2005 as a result of the financial compensation to financial institutions amounted to 126,320 (see note 2.a)) |
| | | |
| | - | In 2005, the Bank incorporated the assets and liabilities of BET (Banco Empresario de Tucumán - See note 3.9.). |
| | | |
| | - | During the first six-months of 2005, the “Macro Personal V” financial trust was created, transferring assets (consumer loans) for 70,029. The Trust issued Class “A” and “B” certificates of participation. As December 31, 2005 the Bank held Class “A” and “B” certificates of participation for 32,506. |
| | | |
| | - | During the first six-months of 2005, the Bank exchanged City of Cordoba´s provincial debt into Secured Bonds for an amount of 19,678. |
| | | |
| | - | During 2005, the Bank received LEBAC (B.C.R.A. bills) from SEDESA for the acquisition of BET for an amount of 34,723. |
| | | |
| | - | During 2005, Nuevo Banco Suquía S.A. settled its 24,595 payable with the B.C.R.A. with BOGAR 2018 (provincial secured bonds). |
| | | |
| | The statement of cash flows under U.S. G.A.A.P. is shown below: |
F- 98
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Year ended December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Causes of changes in cash and cash equivalents | | | | | | | | | | |
Cash provided by (used in) operating activities | | | | | | | | | | |
Interest received on loans, leases and investments | | | 575,973 | | | 386,284 | | | 435,095 | |
Fees and commissions received | | | 302,738 | | | 159,501 | | | 124,294 | |
Other sources of cash | | | 44,298 | | | 33,949 | | | 92,208 | |
Less: | | | | | | | | | | |
Interest paid | | | (284,936 | ) | | (188,416 | ) | | (156,782 | ) |
Fees and commissions paid | | | (59,193 | ) | | (24,895 | ) | | (19,849 | ) |
Cash paid to suppliers and employees | | | (406,821 | ) | | (220,498 | ) | | (177,658 | ) |
(Increase) from intangible assets | | | (16,147 | ) | | (24,837 | ) | | (66,604 | ) |
Decrease (Increase) in other receivables and other assets | | | 287,142 | | | (456,789 | ) | | (164,891 | ) |
Other uses of cash | | | (31,903 | ) | | (33,682 | ) | | (43,184 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities | | | 411,151 | | | (369,383 | ) | | 22,629 | |
Plus: | | | | | | | | | | |
Cash provided by (used in) investing activities | | | | | | | | | | |
Proceeds from sales of trading and investment securities available for sale | | | 13,478,142 | | | 3,524,971 | | | 3,312,523 | |
Purchases of trading and investment securities available for sale | | | (14,094,343 | ) | | (2,549,912 | ) | | (2,960,202 | ) |
(Increase) / decrease in other trading and investment securities, net | | | | | | (133,458 | ) | | (939,383 | ) |
Proceeds from amortization of securities | | | 85,461 | | | | | | | |
(Increase) in loans and leases, net | | | (663,121 | ) | | (977,662 | ) | | (163,430 | ) |
Proceeds from Bank premises and equipment | | | 4,165 | | | 20,098 | | | 46,571 | |
Purchases of Bank premises and equipment | | | (33,478 | ) | | (29,861 | ) | | (16,303 | ) |
Cash provided by the incorporation of net assets of SADELA | | | — | | | 628 | | | — | |
Cash provided by the incorporation of certain excluded assets and liabilities of BET | | | 40,838 | | | — | | | — | |
Purchase of Nuevo Banco Suquia S.A., net of cash acquired | | | — | | | 319,859 | | | — | |
| |
|
| |
|
| |
|
| |
Net cash (used in) provide by investing activities | | | (1,182,336 | ) | | 174,663 | | | (720,224 | ) |
Cash provided by (used in) financing activities | | | | | | | | | | |
Increase in deposits, net | | | 1,013,226 | | | 968,299 | | | 1,190,515 | |
Increase in long term borrowings | | | | | | 66,841 | | | 41,471 | |
(Decrease) in long term borrowings | | | (149,034 | ) | | (61,315 | ) | | (7,665 | ) |
(Decrease) in forward purchases of securities under repurchase agreements | | | — | | | (566 | ) | | — | |
(Decrease) in other short term liabilities, net | | | (245,692 | ) | | (19,684 | ) | | (174,036 | ) |
Cash dividends paid | | | (30,447 | ) | | (60,894 | ) | | — | |
| |
|
| |
|
| |
|
| |
Net cash provided by financing activities | | | 588,053 | | | 892,681 | | | 1,050,285 | |
Monetary loss generated on cash and due from banks | | | — | | | — | | | (4,343 | ) |
(Decrease) / increase in cash and cash equivalents | | | (183,132 | ) | | 697,961 | | | 348,347 | |
Cash at the beginning of fiscal year (restated) | | | 1,372,261 | | | 674,300 | | | 325,953 | |
| |
|
| |
|
| |
|
| |
Cash at the end of fiscal year | | | 1,189,129 | | | 1,372,261 | | | 674,300 | |
F- 99
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Set forth below is the reconciliation of net income as per Central Bank ´s rules to net cash flows from operating activities, as required by SFAS 95 “Statement of Cash Flows”: |
| | Year ended December 31, | |
| |
| |
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
Net income for the fiscal year | | | 262,719 | | | 192,977 | | | 199,849 | |
Adjustments to reconcile net income to net cash from operating activities: | | | | | | | | | | |
Amortization and depreciation | | | 48,685 | | | 44,960 | | | 44,334 | |
Provision for loan losses and special reserves, net of reversals | | | 5,248 | | | (36,679 | ) | | (87,659 | ) |
Net income from government and private securities | | | (48,107 | ) | | (32,601 | ) | | (229,306 | ) |
Foreign exchange differences | | | (28,463 | ) | | (27,954 | ) | | (65,498 | ) |
Equity (loss) / gain of unconsolidated subsidiaries | | | — | | | (27 | ) | | 678 | |
Monetary loss generated on cash | | | — | | | — | | | 4,343 | |
(Increase) from intangible assets | | | (16,147 | ) | | (24,837 | ) | | (66,604 | ) |
Income tax | | | 34,042 | | | — | | | — | |
Increase / (decrease) in receivables and other assets | | | 287,142 | | | (456,789 | ) | | (164,891 | ) |
Net (increase) / decrease in interest receivable and payable and other accrued income and expenses | | | 38,729 | | | (1,856 | ) | | 371,314 | |
Net (increase) / decrease in other sources or uses of cash | | | (172,697 | ) | | (26,577 | ) | | 16,069 | |
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities | | | 411,151 | | | (369,383 | ) | | 22,629 | |
| |
|
| |
|
| |
|
| |
| 34.19. | Forward transactions pending settlement |
| | |
| | The Bank enters into forward transactions pending settlement for trading purposes. |
| | |
| | Under Central Bank’s rules for such forward transactions, the Bank recognizes both a receivable and a payable upon the agreement, which reflect the amount of cash, currency or securities to be exchanged at the closing date. The receivable or payable representing the receipt or delivery of securities or currency is stated at market value. |
| | |
| | Under U.S. G.A.A.P., accounting for forward contracts are governed by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard requires that such derivatives be accounted for at fair value. The Bank does not apply hedge accounting. The instruments outstanding at each balance sheet are short term and recorded at their fair value. |
| | |
| | Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would be decreased by approximately 145,058 and 54,684 as of December 31, 2005 and 2004, respectively. |
| | |
| 34.20. | Fair value of financial instruments |
| | |
| | A significant portion of the Bank’s assets and liabilities are in short-term financial instruments, with a remaining maturity of less than one year, and/or with variable rates. These short-term and variable-rate financial instruments are considered to have a fair value equivalent to their carrying value at the balance sheet date. |
F- 100
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | SFAS 107 “Disclosures about Fair Value of Financial Instruments” requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate fair value. |
| | | |
| | For financial instruments with remaining maturity over a short term period and with fixed-rates, and therefore not included above, the following methods and assumptions were used to estimate their fair value. |
| | | |
| | Government and private securities |
| | | |
| | – | Listed—Investment accounts: fair value for these securities is based upon market prices as of December 31, 2005 and 2004; if market prices are not available, the Bank uses values of securities with similar terms and conditions, |
| | | |
| | – | Unlisted government securities: fair value for these securities was taken to be equal to the present value of future cash flows discounted at the year-end market interest rates for securities of similar interest rate, credit risk and duration. |
| | | |
| | Loans and assets subject to financial leases |
| | | |
| | Fair value is estimated by discounting future cash flows using the current rates at which loans would be made to borrowers with similar credit ratings and for the same remaining maturities, considering the contractual terms in effect as of December 31, 2005 and 2004. |
| | | |
| | Other receivables from financial intermediation |
| | | |
| | – | Forward purchases of Government securities under repurchase agreements with holdings in investment accounts: fair value for these receivables was based upon market prices or discounted cash flows as of December 31, 2005 and 2004 of the securities to be received after the fiscal year-end. |
| | | |
| | – | Compensation to financial institutions for the effects of devaluation and pesification to be received: fair value for these receivables was based upon market prices as of December 31, 2004. |
| | | |
| | Deposits |
| | | |
| | The Bank’s deposits as of December 31, 2005 and 2004, that have a remaining maturity of under a short period were considered to have a fair value equivalent to their carrying value at the balance sheet date while for those that have a remaining maturity of over a short period (investments accounts, rescheduled deposits and time deposits), the fair value was taken to be equal to the present value of future cash flows discounted at the average year-end market interest rates for similar deposits. |
| | | |
| | Loans received from BCRA and other banks and international institutions |
| | | |
| | Fair value for long-term loans is estimated by discounting future cash flows using current rates at which liabilities were received while fair value for short-term loans was considered to be equivalent to their carrying value at the balance sheet. |
| | | |
| | Subordinated corporate bonds |
| | | |
| | As of December 31, 2005 and 2004, fair value was taken to be equal to the present value of future cash flows discounted at the average year end market interest rates for securities of similar interest rate, credit risk and duration. |
F- 101
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | Off-Balance sheet |
| | | |
| | Commitments to extending credit, standby letters of credit, guarantees granted and foreign trade acceptances: it is estimated that the differential, if any, between the fee the Bank charged for these transactions and the fair value would not give rise to a material variance. |
| | | |
| | The following is a summary of carrying amounts under Central Bank’s rules and estimated fair values of financial instruments as of December 31, 2005 and 2004: |
| | As of December 31, | |
| |
| |
| | 2005 | | 2004 | |
| |
| |
| |
| | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value | |
| |
|
| |
|
| |
|
| |
|
| |
FINANCIAL ASSETS | | | | | | | | | | | | | |
Cash | | | 1,189,129 | | | 1,189,129 | | | 1,372,261 | | | 1,372,261 | |
Government and private securities | | | 2,991,764 | | | 2,973,047 | | | 2,106,737 | | | 1,931,589 | |
Loans | | | 3,427,120 | | | 3,307,685 | | | 2,875,045 | | | 2,653,671 | |
Other receivables from financial intermediation | | | 1,080,088 | | | 1,071,872 | | | 1,799,224 | | | 1,843,347 | |
Assets subject to financial leases | | | 144,795 | | | 144,795 | | | 60,313 | | | 60,313 | |
Other receivables | | | 172,058 | | | 170,490 | | | 135,603 | | | 127,475 | |
| |
|
| |
|
| |
|
| |
|
| |
| | | 9,004,954 | | | 8,857,018 | | | 8,349,183 | | | 7,988,656 | |
| |
|
| |
|
| |
|
| |
|
| |
FINANCIAL LIABILITIES | | | | | | | | | | | | | |
Deposits | | | 6,565,326 | | | 6,565,328 | | | 5,318,997 | | | 5,321,735 | |
Other liabilities from financial intermediation | | | 1,143,163 | | | 1,342,301 | | | 1,920,722 | | | 1,833,663 | |
Other Liabilities | | | 98,628 | | | 98,628 | | | 54,064 | | | 55,634 | |
Subordinated Corporate Bonds | | | 12,047 | | | 12,047 | | | 16,416 | | | 16,235 | |
| |
|
| |
|
| |
|
| |
|
| |
| | | 7,819,164 | | | 8,018,304 | | | 7,310,199 | | | 7,227,267 | |
| |
|
| |
|
| |
|
| |
|
| |
| 34.21. | Transfers of financial assets |
| | |
| | In order to securitize personal loans in Argentine Pesos granted to individuals, between December 1999 and November 2001, the former Banco Macro S.A. created the trusts “Asset Backed Securities Serie Banco Macro Créditos I” and “Macro personal I, II, III and IV”. |
| | |
| | In addition, on June 7, 2005, the Bank created the trust “Macro Personal V”. |
| | |
| | These trusts issued debt securities and/or different participation certificates classes, which were authorized by the C.N.V. for public offering. |
| | |
| | For Central Bank rules, the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trusts. |
F- 102
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | These transactions did not qualify for sales treatment under U.S. G.A.A.P because they did not meet the criteria in paragraph 9(c) of SFAS 140 “Accounting for transfers and servicing of financial assets and extinguishment of liabilities”. Therefore, the Bank accounted for these transactions as financing transactions. |
| | |
| | Finally, in August 2004 “Asset Backed Securities Serie Banco Macro Créditos I” and “Macro Personal I, II, III and IV” were terminated, and the residual loan portfolio of those trusts had been reflected into the Bank’s loan portfolio. |
| | |
| | Therefore, the effect of applying SFAS 140 to the trust “Macro Personal V” was to decrease “Trading account assets” and “Other assets” and increase Loans by 19,922 as of December 31, 2005, with no impact in the income statement. In addition, there was no adjustment needed at December 31, 2004 because the trusts “Macro Personal I, II, III y IV” and “Asset Backed Securities Serie Banco Macro Crédito I” had been terminated and the residual loan portfolio properly reflected into the Bank’s loan portfolio under Central Bank rules. |
| | |
| 34.22. | Joint venture |
| | |
| | As explained in note 3.8.a), the Bank participates in the “Banco Macro - Siemens Itron – Unión Transitoria de Empresas” and BMB M & A (joint ventures jointly controlled having an interest of 50%). |
| | |
| | Under Central Bank rules this interest is consolidated through the proportional consolidation method. |
| | |
| | Since under U.S. G.A.A.P., that method of consolidation is not appropriate for such investments and they are accounted for using equity method. |
| | |
| | Therefore, had U.S. G.A.A.P. been applied as of December 31, 2005 and 2004, Other assets should have been increased by 3,608 and 3,930, respectively, with an offsetting decrease in various assets and liabilities accounts. Additionally, as of December 31, 2005 and 2004, Income from equity in other companies should have been increased by 4,185 and 3,738, respectively, with an offsetting decrease in various income and expense accounts. |
| | |
| 34.23. | Items in process of collection |
| | |
| | The Bank does not give accounting recognition to checks drawn against the Bank or other Banks or other items to be collected, until such time as the related item clears or is accepted. Such items are recorded by the Bank in Memorandum accounts. U.S. banks, however, account for such items through balance sheet clearing accounts at the time the items are presented for collection. |
| | |
| | Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would decrease by approximately 140,145 and 168,223 as of December 31, 2005 and 2004, respectively. |
| | |
| 34.24. | Acceptances |
| | |
| | Foreign trade acceptances are not recorded on the balance sheet by the Bank. In accordance with Regulation S-X, acceptances and related customer liabilities should be recorded on the balance sheet. Adjustment required to state balance sheets in accordance with Regulation S-X would be to increase assets (due from customers on acceptances) and increase liabilities (bank acceptances outstanding) by 69,637 and 38,617 as of December 31, 2005 and 2004, respectively. |
F- 103
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 34.25. | Variable Interest Entities and other trust |
| | |
| | As explained in note 14., Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A., acts as trustee, in certain trusts. In addition, the Bank participates in the trusts described in note 4.4.i.4). |
| | |
| | Under Central Bank Rules, the Bank is not required to consolidate these trusts. |
| | |
| | Under U.S. G.A.A.P., FASB Interpretation No. 46 (R), “Consolidation of Variable Interest Entities” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics. |
| | |
| | In all cases, except for the trusts described below, such trusts are not variable interest entities. Therefore, the Bank did not consolidate these trusts. |
| | |
| | Under FASB Interpretation No. 46 (R), Luján Trust (see note 14.5) and Tucumán Trust (see note 14.12), are considered variable interest entities. In accordance with paragraph 14 of such Interpretation, the Bank is not the primary beneficiary and, therefore, consolidation of the trusts is not appropriate. |
| | |
| | In addition, as of December 31, 2005, the Bank had debt securities issued by BG Trust. This trust is considered a qualifying special purpose entity as described in paragraph 35 of SFAS 140. There is no difference in classification under U.S. G.A.A.P. |
| | |
| | San Isidro Trust (see note 14.3) represents effectively a foreclosed asset since the former owner of the assets relinquished all rights to the assets to the trust and the Bank holds 100% of the trust certificates. Under Central Bank Rules, as of December 2005 and 2004, these certificates amounted to 16,782, and were recorded as “Other receivables not covered by debtors classification standards”. However, under U.S. G.A.A.P. theses certificates represents a foreclosed asset (not financial assets) and should be reclassified. This reclassification does not have effect on the net income and equity. This foreclosed asset is accounted at the lower carrying amount or fair value less cost to sell. |
| | |
| 34.26. | Parent only financial statements |
| | |
| | Following is the parent company-only financial information as required by regulation S-X 9-06. This information is prepared in accordance with Central Bank rules. The investment in Nuevo Banco Suquía S.A. and the other subsidiaries are accounted for under the equity method. |
| | |
| | Total net restricted assets as of December 31, 2005 and 2004, amounted to approximately 56,803 and 31,541. Restrictions are related to the fact that Nuevo Banco Suquía S.A. can not pay dividends without prior approval from the Central Bank of Argentina and due to legal lending limits. |
F- 104
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
BALANCE SHEET (PARENT COMPANY ONLY)
| | 2005 | | 2004 | |
| |
|
| |
|
| |
ASSETS | | | | | | | |
CASH | | | | | | | |
Cash on hand | | | 229,528 | | | 218,213 | |
Banks and correspondents | | | 454,552 | | | 481,496 | |
| |
|
| |
|
| |
| | | 684,080 | | | 699,709 | |
| |
|
| |
|
| |
GOVERNMENT AND PRIVATE SECURITIES | | | | | | | |
Holdings in investment accounts | | | 105,416 | | | 53,856 | |
Holdings for trading or financial intermediation | | | 97,232 | | | 82,670 | |
Unlisted Government securities | | | 36,434 | | | 540,230 | |
Instruments issued by the Central Bank of Argentine | | | 1,580,858 | | | 737,964 | |
Investments in listed private securities | | | 32,608 | | | 14,291 | |
Less: Allowances | | | (483 | ) | | — | |
| |
|
| |
|
| |
| | | 1,852,065 | | | 1,429,011 | |
| |
|
| |
|
| |
LOANS | | | | | | | |
To the non-financial government sector | | | 402,029 | | | 505,466 | |
To the financial sector | | | 74,579 | | | 27,357 | |
To the non-financial private sector and residents abroad | | | | | | | |
Overdrafts | | | 279,469 | | | 349,034 | |
Documents | | | 311,751 | | | 319,930 | |
Mortgage loans | | | 139,849 | | | 61,935 | |
Pledged loans | | | 67,788 | | | 29,673 | |
Personal loans | | | 385,721 | | | 223,886 | |
Credit cards | | | 162,701 | | | 81,390 | |
Other | | | 551,789 | | | 325,316 | |
Interest, adjustments and foreign exchange differences receivable | | | 32,850 | | | 40,472 | |
Less: unposted payments | | | (6,050 | ) | | — | |
Less: Interest documented | | | (7,347 | ) | | (5,019 | ) |
Less: Allowances | | | (206,389 | ) | | (81,691 | ) |
| |
|
| |
|
| |
| | | 2,188,740 | | | 1,877,749 | |
| |
|
| |
|
| |
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION | | | | | | | |
Central Bank of the Argentina | | | 69,812 | | | 99,820 | |
Amounts receivable for spot and forward sales pending settlement | | | 347,323 | | | 423,484 | |
Instruments to be received for spot and forward purchases pending settlement | | | 236,609 | | | 206,561 | |
Premiums for options taken | | | 284 | | | 421 | |
Unlisted Corporate Bonds | | | 927 | | | 928 | |
Receivables for forward transactions without delivery of underlying asset | | | 258 | | | — | |
Other receivables not covered by debtor classification regulations | | | 274,858 | | | 362,083 | |
Other receivables covered by debtor classification regulations | | | 30,497 | | | 10,232 | |
Less: Allowances | | | (3,735 | ) | | (4,763 | ) |
| |
|
| |
|
| |
| | | 956,833 | | | 1,098,766 | |
| |
|
| |
|
| |
F- 105
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | 2005 | | 2004 | |
| |
|
| |
|
| |
ASSETS SUBJECT TO FINANCIAL LEASES | | | | | | | |
Assets subject to financial leases | | | 106,263 | | | 60,922 | |
Less: Allowances | | | (1,070 | ) | | (609 | ) |
| |
|
| |
|
| |
| | | 105,193 | | | 60,313 | |
| |
|
| |
|
| |
INVESTMENTS IN OTHER COMPANIES | | | | | | | |
In financial institutions | | | 577,477 | | | 398,886 | |
Other | | | 28,690 | | | 25,999 | |
Less: Negative Goodwill | | | (483 | ) | | (483 | ) |
Less: Allowances | | | (1,148 | ) | | (398 | ) |
| |
|
| |
|
| |
| | | 604,536 | | | 424,004 | |
| |
|
| |
|
| |
OTHER RECEIVABLES | | | | | | | |
Receivables from sale of assets | | | 7,966 | | | 1,107 | |
Other | | | 130,253 | | | 122,664 | |
Accrued interest and adjustments receivable from sale of assets | | | 11,627 | | | 20 | |
Other accrued interest and adjustments receivable | | | 48 | | | 48 | |
Less: Allowances | | | (16,302 | ) | | (4,512 | ) |
| |
|
| |
|
| |
| | | 133,592 | | | 119,327 | |
| |
|
| |
|
| |
BANK PREMISES AND EQUIPMENT | | | 176,168 | | | 146,470 | |
| |
|
| |
|
| |
OTHER ASSETS | | | 144,838 | | | 125,322 | |
| |
|
| |
|
| |
INTANGIBLE ASSETS | | | | | | | |
Goodwill | | | 1,646 | | | 2,485 | |
Organization and development costs, including amparos | | | 67,126 | | | 78,431 | |
| |
|
| |
|
| |
| | | 68,772 | | | 80,916 | |
| |
|
| |
|
| |
ITEMS PENDING COLLECTION | | | 433 | | | 335 | |
| |
|
| |
|
| |
TOTAL ASSETS | | | 6,915,250 | | | 6,061,922 | |
F- 106
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | 2005 | | 2004 | |
| |
|
| |
|
| |
LIABILITIES | | | | | | | |
DEPOSITS | | | | | | | |
From the non-financial government sector | | | 821,497 | | | 808,317 | |
From the financial sector | | | 3,541 | | | 3,843 | |
From the non-financial private sector and residents abroad | | | | | | | |
Checking accounts | | | 506,497 | | | 433,467 | |
Savings accounts | | | 690,732 | | | 431,753 | |
Time deposits | | | 2,129,788 | | | 1,620,795 | |
Investment accounts | | | 23,724 | | | 34,789 | |
Other | | | 127,213 | | | 118,980 | |
Interest, adjustments and foreign exchange differences payable | | | 46,212 | | | 43,237 | |
| |
|
| |
|
| |
| | | 4,349,204 | | | 3,495,181 | |
| |
|
| |
|
| |
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION | | | | | | | |
Central Bank of the Argentina - Other | | | 562 | | | 1,581 | |
Banks and International institutions | | | 153,485 | | | 14,668 | |
Amounts payable for spot and forward purchases pending settlement | | | 172,708 | | | 132,460 | |
Instruments to be delivered for spot and forward sales pending settlement | | | 372,566 | | | 462,194 | |
Financing received from Argentine financial institutions | | | 25,106 | | | 56,631 | |
Payables for forward transactions without delivery of underlying asset | | | 64 | | | — | |
Other | | | 103,564 | | | 285,350 | |
Accrued interest, adjustments and foreign exchange differences payable | | | 21,651 | | | 94,682 | |
| |
|
| |
|
| |
| | | 849,706 | | | 1,047,566 | |
| |
|
| |
|
| |
OTHER LIABILITIES | | | | | | | |
Dividends payable | | | — | | | — | |
Other | | | 71,883 | | | 37,014 | |
| |
|
| |
|
| |
| | | 71,883 | | | 37,014 | |
| |
|
| |
|
| |
PROVISIONS | | | 142,283 | | | 208,220 | |
| |
|
| |
|
| |
SUBORDINATED CORPORATE BONDS | | | 12,047 | | | 16,416 | |
| |
|
| |
|
| |
SUSPENSE ITEMS | | | 553 | | | 223 | |
| |
|
| |
|
| |
TOTAL LIABILITIES | | | 5,425,676 | | | 4,804,620 | |
| |
|
| |
|
| |
STOCKHOLDERS’ EQUITY | | | 1,489,574 | | | 1,257,302 | |
| |
|
| |
|
| |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | 6,915,250 | | | 6,061,922 | |
| |
|
| |
|
| |
F- 107
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
MEMORANDUM ACCOUNTS (PARENT COMPANY ONLY)
| | 2005 | | 2004 | |
| |
|
| |
|
| |
DEBIT-BALANCE ACCOUNTS | | | | | | | |
Contingent | | | | | | | |
- Loans obtained (unused amounts) | | | — | | | 12,693 | |
- Guaranties received | | | 845,397 | | | 573,700 | |
- Contra contingent debit accounts | | | 149,751 | | | 117,837 | |
| |
|
| |
|
| |
| | | 995,148 | | | 704,230 | |
| |
|
| |
|
| |
Control | | | | | | | |
- Receivables classified as irrecoverable | | | 462,318 | | | 479,754 | |
- Other | | | 2,101,599 | | | 2,052,608 | |
- Contra control debit accounts | | | 39,721 | | | 57,196 | |
| |
|
| |
|
| |
| | | 2,603,638 | | | 2,589,558 | |
| |
|
| |
|
| |
Derivatives | | | | | | | |
- Notional value of put options taken | | | 133,456 | | | 10,453 | |
- Notional value of forward transactions without delivery of underlying asset | | | 36,770 | | | 7,435 | |
- Contra debit accounts for derivatives | | | 288,512 | | | 129,490 | |
| |
|
| |
|
| |
| | | 458,738 | | | 147,378 | |
| |
|
| |
|
| |
Trust Activity | | | | | | | |
- Funds received in trust | | | — | | | 16,782 | |
| |
|
| |
|
| |
| | | — | | | 16,782 | |
| |
|
| |
|
| |
TOTAL | | | 4,057,524 | | | 3,457,948 | |
| |
|
| |
|
| |
CREDIT ACCOUNTS | | | | | | | |
Contingent | | | | | | | |
- Unused portion of loans granted, covered by debtor classification regulations | | | — | | | (84 | ) |
- Guarantees provided to the Central Bank of Argentina | | | — | | | (422 | ) |
- Other guaranties provided covered by debtor classification regulations | | | (87,184 | ) | | (82,845 | ) |
- Other guaranties provided not covered by debtor classification regulations | | | (1,474 | ) | | (2,335) | |
- ��Other covered by debtor classification regulations | | | (61,093 | ) | | (32,151 | ) |
- Contigent credit-balance contra accounts | | | (845,397 | ) | | (586,393 | ) |
| |
|
| |
|
| |
| | | (995,148 | ) | | (704,230 | ) |
| |
|
| |
|
| |
Control | | | | | | | |
- Items to be credited | | | (39,721 | ) | | (57,196 | ) |
- Contra control credit accounts | | | (2,563,917 | ) | | (2,532,362 | ) |
| |
|
| |
|
| |
| | | (2,603,638 | ) | | (2,589,558 | ) |
| |
|
| |
|
| |
For Derivatives | | | | | | | |
- Notional value of call options sold | | | (120,886 | ) | | — | |
- Notional value of put options sold | | | (112,423 | ) | | (122,055 | ) |
- Notional value of forward transactions without delivery of underlying asset | | | (55,203 | ) | | (7,435 | ) |
- Contra credit account for derivatives | | | (170,226 | ) | | (17,888 | ) |
| |
|
| |
|
| |
| | | (458,738 | ) | | (147,378 | ) |
| |
|
| |
|
| |
For Trustee Activities | | | | | | | |
- Contra credit accounts for trustee activities | | | — | | | (16,782 | ) |
| |
|
| |
|
| |
| | | — | | | (16,782 | ) |
| |
|
| |
|
| |
TOTAL | | | (4,057,524 | ) | | (3,457,948 | ) |
| |
|
| |
|
| |
F- 108
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
STATEMENTS OF INCOME (PARENT ONLY)
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
FINANCIAL INCOME | | | | | | | | | | |
Interest on cash and due from banks | | | 8 | | | 2 | | | 1,588 | |
Interest on loans to the financial sector | | | 4,324 | | | 1,954 | | | 1,788 | |
Interest on overdrafts | | | 26,947 | | | 25,403 | | | 21,932 | |
Interest on documents | | | 16,998 | | | 11,196 | | | 9,804 | |
Interest on mortgage loans | | | 11,036 | | | 6,449 | | | 6,794 | |
Interest on pledged loans | | | 6,491 | | | 1,118 | | | 1,727 | |
Interest on credit card loans | | | 12,012 | | | 5,858 | | | 7,832 | |
Interest on other loans | | | 94,266 | | | 60,952 | | | 29,063 | |
Interest on other receivables from financial intermediation | | | 15,109 | | | 5,611 | | | 1,867 | |
Income from government and private securities, net | | | 123,583 | | | 162,748 | | | 300,360 | |
Income from guaranteed loans – Decree 1,387/01 | | | 19,523 | | | 14,355 | | | 4,183 | |
C.E.R. (benchmark stabilization coefficient) adjustment | | | 93,620 | | | 91,022 | | | 19,118 | |
C.V.S. (salary variation coefficient) adjustment | | | 700 | | | 475 | | | 24 | |
Other | | | 51,103 | | | 34,717 | | | 9,973 | |
| |
|
| |
|
| |
|
| |
| | | 475,720 | | | 421,860 | | | 416,053 | |
| |
|
| |
|
| |
|
| |
FINANCIAL EXPENSE | | | | | | | | | | |
Interest on checking accounts | | | 1,456 | | | 2,201 | | | 2,725 | |
Interest on savings accounts | | | 2,306 | | | 3,115 | | | 3,269 | |
Interest on certificates of deposit | | | 66,418 | | | 43,256 | | | 82,852 | |
Interest on financing from the financial sector | | | 775 | | | 78 | | | 3,340 | |
Interest on other liabilities from financial intermediation | | | 15,822 | | | 15,394 | | | 10,808 | |
Other interest | | | 6,801 | | | 9,230 | | | 20,598 | |
Net loss from options | | | 777 | | | — | | | — | |
C.E.R. adjustment | | | 80,564 | | | 24,865 | | | 41,551 | |
Other | | | 37,164 | | | 33,158 | | | 67,142 | |
| |
|
| |
|
| |
|
| |
| | | 212,083 | | | 131,297 | | | 232,285 | |
| |
|
| |
|
| |
|
| |
GROSS INTERMEDIATION MARGIN – GAIN | | | 263,637 | | | 290,563 | | | 183,768 | |
| |
|
| |
|
| |
|
| |
PROVISION FOR LOAN LOSSES | | | 59,429 | | | 36,156 | | | 35,009 | |
| |
|
| |
|
| |
|
| |
SERVICE-CHARGE INCOME | | | | | | | | | | |
Related to assets | | | 12,085 | | | 7,718 | | | 4,006 | |
Related to liabilities | | | 115,957 | | | 97,458 | | | 82,539 | |
Other commissions | | | 6,264 | | | 7,252 | | | 6,308 | |
Other | | | 45,004 | | | 36,585 | | | 32,005 | |
| |
|
| |
|
| |
|
| |
| | | 179,310 | | | 149,013 | | | 124,858 | |
| |
|
| |
|
| |
|
| |
SERVICE-CHARGE EXPENSE | | | | | | | | | | |
Commissions | | | 7,219 | | | 4,014 | | | 3,473 | |
Other | | | 22,446 | | | 19,903 | | | 16,438 | |
| |
|
| |
|
| |
|
| |
| | | 29,665 | | | 23,917 | | | 19,911 | |
| |
|
| |
|
| |
|
| |
MONETARY LOSS ON FINANCIAL INTERMEDIATION | | | — | | | — | | | (3,899 | ) |
| |
|
| |
|
| |
|
| |
F- 109
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| | 2005 | | 2004 | | 2003 | |
| |
|
| |
|
| |
|
| |
ADMINISTRATION EXPENSE | | | | | | | | | | |
Payroll expenses | | | 159,722 | | | 128,296 | | | 110,779 | |
Fees to Bank Directors and Statutory Auditors | | | 12,384 | | | 5,601 | | | 4,908 | |
Other professional fees | | | 21,342 | | | 16,106 | | | 15,018 | |
Advertising and publicity | | | 16,977 | | | 11,921 | | | 5,985 | |
Taxes | | | 4,390 | | | 2,955 | | | 2,865 | |
Other operating expense | | | 75,784 | | | 73,263 | | | 70,991 | |
Other | | | 8,998 | | | 9,012 | | | 7,092 | |
| |
|
| |
|
| |
|
| |
| | | 299,597 | | | 247,154 | | | 217,638 | |
| |
|
| |
|
| |
|
| |
MONETARY LOSS ON OPERATING EXPENSE | | | — | | | — | | | (107 | ) |
| |
|
| |
|
| |
|
| |
NET INCOME FROM FINANCIAL INTERMEDIATION | | | 54,256 | | | 132,349 | | | 32,062 | |
| |
|
| |
|
| |
|
| |
OTHER INCOME | | | | | | | | | | |
Income from long-term investments | | | 183,930 | | | — | | | — | |
Penalty interest | | | 1,359 | | | 1,295 | | | 1,717 | |
Penalty recovered loans and allowances reversed | | | 92,407 | | | 88,398 | | | 157,296 | |
C.E.R. adjustment | | | 191 | | | — | | | 8 | |
Other | | | 30,472 | | | 19,308 | | | 78,790 | |
| |
|
| |
|
| |
|
| |
| | | 308,359 | | | 109,001 | | | 237,811 | |
| |
|
| |
|
| |
|
| |
OTHER EXPENSE | | | | | | | | | | |
Loss from long-term investments | | | — | | | 81 | | | 6,537 | |
Punitive interest and charges paid to Central Bank of the Argentina | | | 33 | | | 146 | | | 174 | |
Charge for other-receivables uncollectibility and other allowances | | | 17,081 | | | 3,850 | | | 21,730 | |
Amortization of differences from amparos | | | 14,100 | | | 11,665 | | | 6,258 | |
Other | | | 36,382 | | | 32,631 | | | 35,095 | |
| |
|
| |
|
| |
|
| |
| | | 67,596 | | | 48,373 | | | 69,794 | |
| |
|
| |
|
| |
|
| |
MONETARY LOSS ON OTHER OPERATIONS | | | — | | | — | | | (230 | ) |
| |
|
| |
|
| |
|
| |
INCOME BEFORE INCOME TAX | | | 295,019 | | | 192,977 | | | 199,849 | |
| |
|
| |
|
| |
|
| |
INCOME TAX | | | 32,300 | | | — | | | — | |
| |
|
| |
|
| |
|
| |
NET INCOME FOR THE FISCAL YEAR | | | 262,719 | | | 192,977 | | | 199,849 | |
| |
|
| |
|
| |
|
| |
F- 110
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS (PARENT ONLY)
| | 2005 | | 2004 (2) | | 2003 | |
| |
|
| |
|
| |
|
| |
Changes in Cash | | | | | | | | | | |
Cash at beginning of fiscal year (restated) | | | 699,709 | | | 506,348 | | | 206,498 | |
Increase in funds | | | (15,629 | ) | | 193,361 | | | 299,850 | |
| |
|
| |
|
| |
|
| |
Cash at end of the fiscal year | | | 684,080 | | | 699,709 | | | 506,348 | |
| |
|
| |
|
| |
|
| |
Reasons for changes in cash in constant currency | | | | | | | | | | |
Cash provided by ordinary operations | | | | | | | | | | |
Financial income collected | | | 523,012 | | | 398,660 | | | 415,147 | |
Services-charge income collected | | | 178,907 | | | 154,089 | | | 123,430 | |
Financial expense paid | | | (180,582 | ) | | (179,139 | ) | | (148,175 | ) |
Services-charge expense paid | | | (29,803 | ) | | (23,849 | ) | | (19,755 | ) |
Administration expense paid | | | (274,263 | ) | | (212,672 | ) | | (173,500 | ) |
| |
|
| |
|
| |
|
| |
Subtotal | | | 217,271 | | | 137,089 | | | 197,147 | |
| |
|
| |
|
| |
|
| |
Other sources of cash: | | | | | | | | | | |
Net decrease in government and private securities | | | — | | | 659,796 | | | — | |
Net decrease in other receivables from financial intermediation | | | — | | | — | | | 621,466 | |
Net increase in deposits | | | 850,457 | | | 619,395 | | | 1,136,320 | |
Net increase in other liabilities from financial intermediation | | | — | | | 535,028 | | | — | |
Net Increase in other liabilities | | | 1,865 | | | — | | | — | |
Other sources of cash | | | 37,244 | | | 30,319 | | | 90,095 | |
| |
|
| |
|
| |
|
| |
Subtotal | | | 889,566 | | | 1,844,538 | | | 1,847,881 | |
| |
|
| |
|
| |
|
| |
Total of sources of cash | | | 1,106,837 | | | 1,981,627 | | | 2,045,028 | |
| |
|
| |
|
| |
|
| |
Uses of cash: | | | | | | | | | | |
Net increase in government and private securities | | | (244,920 | ) | | — | | | (1,286,777 | ) |
Net increase in loans | | | (387,758 | ) | | (782,022 | ) | | (170,491 | ) |
Net increase in other receivables from financial intermediation | | | (59,883 | ) | | (586,692 | ) | | — | |
Net increase in other assets | | | (178,330 | ) | | (319,205 | ) | | (41,252 | ) |
Net decrease in other liabilities from financial intermediation | | | (194,392 | ) | | — | | | (150,177 | ) |
Net decrease in other liabilities | | | — | | | (9,432 | ) | | (49,061 | ) |
Cash dividends paid | | | (30,447 | ) | | (60,894 | ) | | — | |
Other uses of cash | | | (26,736 | ) | | (30,021 | ) | | (43,184 | ) |
| |
|
| |
|
| |
|
| |
Total of cash used | | | (1,122,466 | ) | | (1,788,266 | ) | | (1,740,942 | ) |
| |
|
| |
|
| |
|
| |
Monetary loss generated on cash and due from banks (1) | | | — | | | — | | | (4,236 | ) |
| |
|
| |
|
| |
|
| |
Increase in funds | | | (15,629 | ) | | 193,361 | | | 299,850 | |
| |
|
| |
|
| |
|
| |
|
(1) | Relates to the monetary income from financial intermediation, from operating expenses, and from other operations. |
(2) | Includes the changes produced by the incorporation of certain assets and liabilities of SADELA. |
F- 111
(Contd.)
BANCO MACRO BANSUD AND SUBSIDIARIES
| 34.27. | New accounting pronouncements (U.S. G.A.A.P.) |
| | |
| On March 17, 2006, the FASB issued SFAS No.156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No.140” (SFAS 156), which permits, but does not require, an entity to account for one or more classes of servicing rights (i.e., mortgage servicing rights, or MSRs) at fair value, with the changes in fair value recorded in the Consolidated Statement of Income. Management is currently evaluating the effect of the statement on the Bank’s results of operations and financial position. |
| |
| On February 16, 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 155, “Accounting for Certain Hybrid Instruments” (SFAS 155), which permits, but does not require, fair value accounting for any hybrid financial instrument that contains an embedded derivative that would otherwise require bifurcation in accordance with SFAS 133. The statement also subjects beneficial interests issued by securitization vehicles to the requirements of SFAS 133. The statement is effective as of January 1, 2007, with earlier adoption permitted. Management is currently evaluating the effect of the statement on the Bank’s results of operations and financial position. |
| |
| On November 3, 2005, the FASB issued FASB Staff Position (FSP) FAS 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” This FSP, which is effective for reporting periods beginning after December 15, 2005, replaces the impairment evaluation guidance (paragraphs 10-18) of EITF issue No.03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, with references to existing other-than-temporary (OTT) impairment guidance. The FSP also clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed other than temporary, even if a decision to sell has not been made. The adoption of this FSP should not have a material effect on the Bank’s consolidated financial position, results of operations or cash flows. |
| |
| In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections – A replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 replaces APB Opinion No. 20, “Accounting Changes” (“APB 20”) and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. APB 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 requires retrospective application to prior periods’ financial statements for voluntary changes in accounting principle and for changes required by new accounting pronouncements that do not include specific transition provisions, unless such application is impracticable. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The impact of SFAS 154 will depend on the accounting change, if any, in a future period. |
F- 112