Quarterly Report • Aug 29, 2019
Quarterly Report
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INTERIM CONSOLIDATED FINANCIAL REPORT AT 30 JUNE 2019 Banca SISTEMA Group

| DIRECTORS' REPORT | 7 |
|---|---|
| COMPOSITION OF THE PARENT'S MANAGEMENT BODIES | 8 |
| COMPOSITION OF THE INTERNAL COMMITTEES | 9 |
| FINANCIAL HIGHLIGHTS AT 30 JUNE 2019 | 10 |
| SIGNIFICANT EVENTS FROM 1 JANUARY TO 30 JUNE 2019 | 11 |
| FACTORING | 12 |
| SALARY- AND PENSION-BACKED LOANS | 16 |
| FUNDING ACTIVITIES | 18 |
| COMPOSITION AND STRUCTURE OF THE GROUP | 20 |
| INCOME STATEMENT RESULTS | 22 |
| THE MAIN STATEMENT OF FINANCIAL POSITION AGGREGATES | 27 |
| CAPITAL ADEQUACY | 33 |
| CAPITAL AND SHARES | 34 |
| RISK MANAGEMENT AND SUPPORT CONTROL METHODS | 36 |
| OTHER INFORMATION | 37 |
| RELATED PARTY TRANSACTIONS | 37 |
| ATYPICAL OR UNUSUAL TRANSACTIONS | 37 |
| SIGNIFICANT EVENTS AFTER THE REPORTING DATE | 37 |
| BUSINESS OUTLOOK AND MAIN RISKS AND UNCERTAINTIES | 38 |
| CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2019 | 39 |
| CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 41 |
| STATEMENT OF FINANCIAL POSITION | 43 |
| INCOME STATEMENT | 44 |
| STATEMENT OF COMPREHENSIVE INCOME | 45 |
| STATEMENTS OF CHANGES IN EQUITY | 46 |
| STATEMENT OF CASH FLOWS (direct method) | 48 |
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 49 |
| ACCOUNTING POLICIES | 51 |
| DETAILED TABLES | 69 |
| STATEMENT OF THE MANAGER IN CHARGE OF FINANCIAL REPORTING | 95 |
| INDEPENDENT AUDITORS' REPORT | 96 |
-7-
| Chairperson | Ms. | Luitgard Spögler1 |
|---|---|---|
| Deputy Chairperson | Mr. | Giovanni Puglisi (Independent)2 |
| CEO and General Manager | Mr. | Gianluca Garbi |
| Directors | Mr. | Daniele Pittatore (Independent) |
| Ms. | Carlotta De Franceschi (Independent) | |
| Ms. | Laura Ciambellotti (Independent) | |
| Mr. | Federico Ferro Luzzi (Independent) | |
| Mr. | Francesco Galietti (Independent) | |
| Mr. | Marco Giovannini (Independent) | |
| Board of Statutory Auditors | ||
| Chairperson | Mr. | Massimo Conigliaro |
| Standing Auditors | Mr. | Biagio Verde |
| Ms. | Lucia Abati | |
| Alternate Auditors | Mr. | Marco Armarolli |
| Ms. | Daniela D'Ignazio | |
BDO Italia S.p.A.
Mr. Alexander Muz
1 Meets the independence requirement pursuant to art. 147-ter, paragraph 4, and art. 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998, but it also does not meet the provisions of art. 3, application criteria 3.c.1.b and 3.c.2 of the Code of Conduct issued by Borsa Italiana.
2 On 10 May 2019, the Board of Directors ascertained that Mr. Puglisi also meets the independence requirements pursuant to art. 3 of the Code of Conduct promoted by Borsa Italiana, as the period of time indicated therein had elapsed from the end of his term of office with an executive position within the shareholder Fondazione Sicilia.
| Internal Control and Risk Management Committee | ||
|---|---|---|
| Chairperson | Ms. | Laura Ciambellotti |
| Members | Ms. | Carlotta De Franceschi |
| Mr. | Federico Ferro Luzzi | |
| Mr. | Daniele Pittatore | |
| Appointments Committee | ||
| Chairperson | Mr. | Federico Ferro Luzzi |
| Members | Mr. | Marco Giovannini |
| Ms. | Luitgard Spögler | |
| Remuneration Committee | ||
| Chairperson | Mr. | Giovanni Puglisi |
| Members | Mr. | Francesco Galietti |
| Mr. | Marco Giovannini | |
| Ethics Committee | ||
| Chairperson | Mr. | Giovanni Puglisi |
| Members | Ms. | Carlotta De Franceschi |
| Mr. | Federico Ferro Luzzi | |
| Supervisory Body | ||
| Chairperson | Mr. | Massimo Conigliaro |
| Members | Mr. | Daniele Pittatore |
| Mr. | Franco Pozzi |
| Statement of financial position data (€,000) | |||
|---|---|---|---|
| Total Assets | 3,523,275 3,144,903 |
12.0% | 30 Jun 19 |
| Securities Portfolio | 795,814 739,880 |
7.6% | 31 Dec 18 |
| Loans - Factoring | 1,790,727 1,566,613 |
14.3% | 30 Jun 18 |
| Loans - Salary-backed loans | 751,426 652,040 |
15.2% | |
| Funding - Banks and REPOs | 1,028,137 875,016 |
17.5% | |
| Funding - Term Deposits | 1,226,289 958,193 |
28.0% | |
| Funding - Current Accounts | 586,634 657,082 |
-10.7% |
| Income statement data (€,000) | ||
|---|---|---|
| Net interest income | 34,469 32,608 |
5.7% |
| Net fee and commission income | 8,174 7,359 |
11.1% |
| Total Income | 44,088 40,858 |
7.9% |
| Personnel Expenses | (10,475) (9,560) |
9.6% |
| Other administrative expenses | (11,351) (11,005) |
3.1% |
| Pre-tax profit | 15,768 16,985 |
-7.2% |
-10-
On 5 February 2019, following the exercise of the put option by Banca Sistema, the shares were sold to Axactor Holding S.r.l., with registered office in Cuneo, for a total price of € 2,399,413.36, equal to approximately 8.42% of the share capital of Axactor Italy S.p.A., as part of the shareholders' agreement signed on 28 June 2016.
On 22 February 2019, the shareholders of Banca Sistema, Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., Fondazione Sicilia and Fondazione Cassa di Risparmio di Alessandria (jointly, the "Foundations" and, together with SGBS, the "Parties") agreed to amend the shareholders' agreement they signed on 29 June 2018, which became effective on 2 July 2018 and will expire on 1 July 2020 (the "Agreement").
On 13 March 2019, the Bank received authorisation from the Bank of Italy to acquire and subsequently merge Atlantide S.p.A., a financial intermediary active in the granting of salary- and pension-backed personal loans. The acquisition was completed on 3 April 2019. Subsequently, on 18 June 2019, the merger of Atlantide S.p.A. into Banca Sistema S.p.A. was finalised and became effective on 30 June 2019.
On 13 May 2019, the Bank sold its equity investments:
▪ equal to 19.90% of the share capital of ADV Finance S.p.A. to Top Partecipazioni S.r.l. for a price of € 619,806;
▪ equal to 19.90% of the quota capital of Procredit S.r.l. to ADV Finance S.p.A. for a price of € 158,205.
On the same date, the investment agreements related to the two equity investments were terminated.
On 23 May, Banca Sistema issued a Tier II subordinated bond. The € 6 million bond, placed with an institutional investor (private placement), has a 10-year maturity with a fixed coupon of 7% and an early redemption option following a regulatory event.
On 26 June 2019, the Bank of Italy issued authorisation to ProntoPegno S.p.A. to enter the company in the register pursuant to art. 106 of the Consolidated Law on Banking. The company was therefore authorised to grant collateralised loans to the public. The company will start operating in August when the Bank transfers the collateralised lending business unit to ProntoPegno. The business unit, with total assets of approximately € 8 million, is almost entirely made up of collateral-backed loans and includes 11 employees and 6 branches. The business unit, which was appraised by an expert commissioned to prepare the report pursuant to art. 2343 ter, paragraph 2, letter b) of the Italian Civil Code, was valued at € 4.66 million. The transfer of the collateralised lending business to a separate company will make it possible to capitalise on the growth opportunities that have already been identified in the two years since the business was launched.
According to estimates provided by the International Monetary Fund, global economic growth will fall to 3.3% this year, the lowest figure since the 2009 downturn. The weakness is widespread and concerns areas that represent more than 70% of the world economy. Forecasts point to a recovery in the second half of the year driven by expansionary economic policies in the major economies and the consequent improvement in financial market conditions. However, there are still significant risks, including geopolitical risks. The slowdown primarily concerns the Euro Area economy, which is more open to international trade than the United States and Japan. Dependence on foreign demand is particularly high in Germany, the most vulnerable country in this respect, but also in France, Italy and Spain, which are highly integrated into global value chains, including intra-European ones. The sharp decline in business confidence is holding back investment. The downturn in the automotive industry contributed to the weakening of the macroeconomic scenario in the second half of 2018. Growth projections for the Euro Area have been progressively revised downwards. According to the main international institutions, GDP growth is expected to be just over 1% this year and around 1.5% in 2020. The risk of a less favourable market performance is not insignificant. The weakness in productive activity had an impact on actual inflation and the inflation that was expected in the markets. These trends are reflected in the European Central Bank's forecast of a slower convergence of price growth towards the target of around 2%. Last March, the ECB's Governing Council announced that monetary policy will remain expansionary for longer than was previously indicated. In the Council's forecasts, official rates will remain at their current low levels at least until the end of 2019 and, in any case, for as long as necessary for achieving price stability. The Eurosystem will continue to reinvest, for an extended period, all the proceeds from maturing securities that it had acquired under its asset purchase programme. Starting in September, a new series of targeted longterm refinancing operations will be carried out to ensure favourable lending terms and the orderly transmission of monetary policy stimuli. The Council reiterated its readiness to adapt all instruments available to ensure that inflation continues to converge towards the target. In its interim forecasts, the European Commission also confirmed that European GDP will grow by just over 1% in 2019, with a moderate recovery in 2020. The countries with the lowest growth rates are Germany (+0.5%) and Italy (+0.1%).
Despite macroeconomic weakness, the factoring market in Italy continues to post robust rates of growth. According to preliminary estimates from Assifact, the Italian association of the leading factoring providers, at 30 June 2019 the total turnover topped € 122 billion, an increase of 11.38% compared to the same month of the previous year. With regard to the types of factoring contracts, 77% of the transactions are "without recourse" versus 23% being "with recourse" due to assignor customers' specific interest in hedging credit risk.
At the end of the first half of the year, outstanding receivables (i.e. total receivables still to be collected) amounted to € 62.6 billion (an increase of 2.12% over the same period in 2018), 72% of which related to without recourse transactions and 28% to recourse transactions.
Advances and fees reached an impressive € 50.3 billion (an increase of 2.64% over the same period in 2018). Over the last 10 years, loans from the sector to businesses have doubled (counter to the trend for traditional bank loans which have remained largely unchanged since 2009), demonstrating the consistent and effective support provided to the real economy and particularly to SMEs, which are the backbone of the Italian economy, even when the economy is in a downturn.
This positive growth trend was also seen by our Bank, which at the end of June posted turnover of over
€ 1.4 billion, an increase of 25% over the same period last year, which, based on the most recent available data, allowed it to become Italy's leading operator, in terms of volumes, specialised in factoring to the Public Administration.
The factoring industry continues to show high credit quality: at 31 March 2019 (the most recent available data from Assifact) gross non-performing exposures in factoring amounted to 5.56% of overall gross exposures, while the ratio of bad exposures was 2.54%, levels that are considerably lower than those reported by traditional banks.
With regard to trade payables owed by the Public Administrations, the ratio to GDP has fallen to 3% as a result of improved collection times in a few specific sectors of the Public Administration. Half of total trade liabilities still involve late payments with respect to contractually agreed payment terms. Average payment times for trade receivables, while slightly improved compared with previous years, continue to differ significantly from the EU average in both B2B and B2PA and are far from the legal terms set to transpose the European Late Payment Directive.
Following the monitoring carried out in recent months by the competent EU structure which highlighted both the failure to comply with the payment terms set by the Directive in many EU countries, and the abuse in some EU countries, particularly by the Public Administration, of refusing the assignment of receivables, which is creating serious financial problems for SMEs, the European Union has opened an infringement procedure against Italy, whereas on the issue of refusing the assignment of receivables, in February the European Parliament adopted a measure calling on all Member States to refrain from taking actions, such as refusing assignment, that would inhibit the transfer of the receivables.
Total turnover for the period ended 30 June 2019 of the Banca Sistema Group was € 1,415 million, up 25% versus the first half of 2018, thus confirming its ability to post solid year over year growth.

Outstanding loans as at 30 June 2019 amounted to € 1,914 million, up 17% on € 1,640 million at 30 June 2018, mainly due to increased volumes acquired in the second half of 2019 compared to collections during the same period.

The chart below shows the ratio of debtors to the total exposure in the outstanding loans and receivables portfolio at 30 June 2019 and 2018. The Group's core factoring business remains the Public Administration entities segment.

Turnover was generated through both its own internal commercial network, or through banks with which the Group has entered into distribution agreements. In June 2019, existing distribution agreements accounted for 30% of total turnover.
The following table shows the factoring turnover by product type:
| PRODUCT (amounts in millions of Euro) |
30.06.2019 | 30.06.2018 | € Change | % Change |
|---|---|---|---|---|
| Trade receivables | 1,184 | 959 | 225 | 23% |
| of which, without recourse | 992 | 778 | 214 | 28% |
| of which, with recourse | 192 | 181 | 11 | 6% |
| Tax receivables | 231 | 177 | 54 | 31% |
| of which, without recourse | 227 | 173 | 54 | 31% |
| of which, with recourse | 4 | 4 | 0 | 0% |
| TOTAL | 1,415 | 1,136 | 279 | 25% |
In absolute terms, the growth in turnover derives mainly from the purchase of receivables from public debtors or debtors with similar risk, while in relative terms the best performance was recorded in the tax receivables sector.
At 30 June 2019, the Group had operated in the salaryand pension-backed loans segment mainly through the purchase of receivables generated by other specialist operators. Starting from the second quarter of 2019 following the acquisition of Atlantide, the Banca Sistema Group has expanded its retail offering with the direct origination of salary- and pension-backed loans through a new product, QuintoPuoi. QuintoPuoi is distributed through a network of single-company agents and specialised brokers located throughout Italy and is supported by a dedicated structure within the Bank.
The volumes acquired from the beginning of the year until June 2019 amounted to € 138 million, including private-sector employees (24%), pensioners (45%) and public-sector employees (31%). Therefore, over 76% of the volumes refer to pensioners and employees of Public Administration, which remains the Bank's main debtor.
| 30.06.2019 | 30.06.2018 | € Change | % Change | |
|---|---|---|---|---|
| No. of applications | 7,297 | 4,897 | 2,400 | 49% |
| Volumes disbursed (millions of Euro) | 138 | 97 | 41 | 42% |
As inferred from the table, the amounts disbursed in the first half of 2019 are up from what was disbursed in the first half of 2018.

The following table shows the performance of outstanding loans in the salary-/pension-backed loans (CQS/CQP) portfolio:

A treasury portfolio has been established in order to support the Bank's liquidity commitments solely through short-term investment in Italian government bonds.
The balance at 30 June 2019 was equal to a nominal € 790.0 million and is in line with the balance of € 735 million at 31 December 2018.
The treasury portfolio allowed for optimal management of the Treasury commitments which are increasingly characterised by a concentration of transactions in very specific periods.
At 30 June, the nominal amount of securities in the HTCS (formerly AFS) portfolio amounts to € 355 million (compared to € 300 million as at 31 December 2018) with a duration of 15.4 months (13.5 months at 31 December 2018).
At 30 June, the HTC portfolio amounted to € 435 million with an average residual duration of 20.5 months.
As at 30 June 2019, wholesale funding was about 41% of the total, mainly comprising bonds, inter-bank deposits and refinancing transactions with the ECB (41% as at 31 December 2018).
The issue of both senior and subordinated bonds over the past two years placed with institutional investors has enabled a diversification of the sources of funding and a significant increase in their duration.
Securitisations with salary- and pension-backed loans as collateral completed with a partly-paid securities structure continue to allow Banca Sistema to efficiently refinance its CQS/CQP portfolio and to continue to grow its salary- and pension-backed loan business, whose funding structure is optimised by the securitisation.
For its short-term liquidity needs, the Group used the interbank deposit market both through the e-MID platform and through bilateral agreements with other banks. Existing bank deposits at 30 June 2019 totalled € 109.5 million (€ 282 million at 31 December 2018). Interbank funding was significantly reduced as a result of a decrease in short-term liquidity needs.
The funding policy of the banking division is strictly linked to changes in trade loans and market conditions. Retail funding accounts for 59% of the total and is composed of the account SI Conto! Corrente and the product SI Conto! Deposito.
Total term deposits as at 30 June 2019 amounted to € 1,226 million, an increase of 28% compared to 31 December 2018. The above-mentioned amount also includes total term deposits of € 735 million (obtained with the help of partner platforms) held with entities resident in Germany, Austria and Spain (accounting for 61% of total deposit funding), an increase of € +618 million over the same period of the previous year.
The breakdown of funding by term is shown below. The average residual life of the portfolio is 17 months.

Breakdown of deposit accounts as at 30 June
Current accounts increased from 5,225 (as at 30 June 2018) to 6,366 as at 30 June 2019, while the current account balance at 30 June 2019 decreased by 11% on 2018 to € 587 million.
At 30 June 2019, the Banca Sistema Group comprised the Parent, Banca Sistema S.p.A., Specialty Finance Trust Holding Limited, a company incorporated under U.K. Law, Largo Augusto Servizi e Sviluppo S.r.l. (incorporated on 25 August 2016), and the newly incorporated ProntoPegno S.p.A., all fully owned by the Bank.
The updated organisational chart of the Parent, Banca Sistema, is shown below:

The Registered Offices and Branches of the Banca Sistema Group are as follows:
As at 30 June 2019, the Group had a staff of 209, including 24 employees from Atlantide S.p.A. which was merged into the Bank with effectiveness on 30 June 2019. The staff broken down by category are as follows:
| FTES | 30.06.2019 | 31.12.2018 | 30.06.2018 |
|---|---|---|---|
| Senior managers | 23 | 21 | 21 |
| Middle managers (QD3 and QD4) | 42 | 41 | 42 |
| Other personnel | 144 | 121 | 113 |
| Total | 209 | 183 | 176 |
During the first half of the year, 13 new employees joined the Group, mainly in the commercial structures, in the departments that oversee the credit and collection process, in Compliance and Anti-Money Laundering, Corporate Affairs, Legal Affairs and Operations (7 replaced the same number of people who had left and 6 to improve professional and managerial expertise). Of the 24 Atlantide employees, 18 will oversee the new salary- and pension-backed loan origination business, while the other employees will strengthen the Underwriting, Organisation and IT areas.
During the same period 11 employees left the Bank, of which 1 was a senior manager and 3 were managers.
In the first half of 2019, various professional training courses were held on issues relating to the Bank's regulatory scope, both with internal and external instructors. More specifically, training was provided on Anti-Money Laundering, MiFID 2 and the New Bankruptcy Law, as well as other technical training and business English courses, with a total of 84 people participating. These programmes will continue during the year in order to complete the continuing professional development of the remaining employees.
The average age of Group employees is 43 for men and 39 for women. The breakdown by gender shows women accounting for 47% of the total.
| INCOME STATEMENT (€,000) | FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
€ Change | % Change |
|---|---|---|---|---|
| Net interest income | 34,469 | 32,608 | 1,861 | 5.7% |
| Net fee and commission income | 8,174 | 7,359 | 815 | 11.1% |
| Dividends and similar income | 227 | 227 | - | 0.0% |
| Net trading income (expense) | 211 | (268) | 479 | <100% |
| Gain from sales or repurchases of financial assets/liabilities | 1,007 | 932 | 75 | 8.0% |
| Total income | 44,088 | 40,858 | 3,230 | 7.9% |
| Net impairment losses on loans and receivables | (4,760) | (2,939) | (1,821) | 62.0% |
| Net financial income | 39,328 | 37,919 | 1,409 | 3.7% |
| Personnel expense | (10,475) | (9,560) | (915) | 9.6% |
| Other administrative expenses | (11,351) | (11,005) | (346) | 3.1% |
| Net accruals to provisions for risks and charges | (1,285) | (51) | (1,234) | >100% |
| Net impairment losses on property and equipment/intangible assets | (877) | (141) | (736) | >100% |
| Other operating income | 436 | 52 | 384 | >100% |
| Operating costs | (23,552) | (20,705) | (2,847) | 13.8% |
| Gains (losses) on equity investments | - | (229) | 229 | -100.0% |
| Gains (losses) on sales of investments | (8) | - | (8) | n.a. |
| Pre-tax profit from continuing operations | 15,768 | 16,985 | (1,217) | -7.2% |
| Income taxes for the period | (5,160) | (5,764) | 604 | -10.5% |
| Post-tax profit for the period | 10,608 | 11,221 | (613) | -5.5% |
| Post-tax profit from discontinued operations | 562 | - | 562 | n.a. |
| Profit for the period attributable to the owners of the parent | 11,170 | 11,221 | (51) | -0.5% |
The results for the first half of 2019 include the portion of Atlantide's revenue and costs for the second quarter of 2019 only due to the acquisition of the company which was completed on 3 April 2019. In order to provide a better understanding of the figures compared with the first half of 2018, the economic impact of Atlantide will be provided, if it is material, in the comments on the financial statements items.
The first half of 2019 closed with a profit for the period of € 11.2 million, of which € 562 thousand related to the consolidated profit from the sale of the remaining 10% of Axactor Italia to the parent Axactor AB.
Total income increased by 7.9% compared to the first half of 2018, thanks mainly to the increased contribution of the CQS portfolio, while the profit for the period was negatively impacted by the increases in impairment losses on loans and receivables and in operating costs which include € 1.2 million in operating costs attributable to Atlantide. The total cost of merging Atlantide until the end of the first half of the year was € 450 thousand.
| NET INTEREST INCOME (€,000) | FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
€ Change | % Change |
|---|---|---|---|---|
| Interest and similar income | ||||
| Loans and receivables portfolios | 45,791 | 43,588 | 2,203 | 5.1% |
| Securities portfolio | 399 | 76 | 323 | >100% |
| Other | 847 | 512 | 335 | 65.4% |
| Financial liabilities | 1,538 | 538 | 1,000 | >100% |
| Total interest income | 48,575 | 44,714 | 3,861 | 8.6% |
| Interest and similar expense | ||||
| Due to banks | (331) | (1,678) | 1,347 | -80.3% |
| Due to customers | (9,946) | (6,449) | (3,497) | 54.2% |
| Securities issued | (3,808) | (3,225) | (583) | 18.1% |
| Financial assets | (21) | (754) | 733 | -97.2% |
| Total interest expense | (14,106) | (12,106) | (2,000) | 16.5% |
| Net interest income | 34,469 | 32,608 | 1,861 | 5.7% |
Net interest income increased by 5.7% from the previous year, due to the contribution from the loans and receivables portfolio which more than offset the increase in interest expense as a result of higher average lending. The total contribution of the factoring portfolio was € 34 million (equal to 74% of the entire loans and receivables portfolio), which was in line with the same period of the previous year despite the lower contribution of the default interest component; when considering the commission component associated with the factoring business, the contribution increased by 5.9% over 30 June 2018. Just the component linked to default interest from legal action at 30 June 2019 was € 11.9 million (€ 10.7 million in the first half of 2018):
The amount of the stock of default interest from legal
actions accrued at 30 June 2019, relevant for the allocation model, was € 98 million (€ 100 million at the end of the first half of 2018) while the loans and receivables recognised in the financial statements amounted to € 42.3 million.
The positive impact on income was also driven by growth in interest on the salary- and pension-backed portfolios, which rose from € 8.9 million to € 11.4 million (an increase of 27% over the same period of the previous year), whereas interest declined on the SME portfolios, which contributed € 0.5 million to the total, following the strategic decision to discontinue this area of the business.
The "other" interest income mainly includes income generated from hot money transactions and interest generated by collateral-backed loan activities which contributed € 0.3 million.
The increase in the cost of funding compared to the previous year is closely related to the increase in average lending. In particular, interest on term deposits from customers increased as a direct result of the increase in the underlying stock.
Funding from banks for 2018 included the cost of € 0.8 million resulting from the reversal of the positive rate component of the TLTRO II recognised in 2017, which the Bank was unable to use.
| NET FEE AND COMMISSION INCOME (€,000) |
FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
€ Change | % Change |
|---|---|---|---|---|
| Fee and commission income | ||||
| Collection activities | 595 | 543 | 52 | 9.6% |
| Factoring activities | 9,339 | 7,478 | 1,861 | 24.9% |
| Other | 1,079 | 410 | 669 | >100% |
| Total fee and commission income | 11,013 | 8,431 | 2,582 | 30.6% |
| Fee and commission expense | ||||
| Placement | (1,766) | (827) | (939) | >100% |
| Fees - off-premises | (763) | - | (763) | n.a. |
| Other | (310) | (245) | (65) | 26.5% |
| Total fee and commission expense | (2,839) | (1,072) | (1,767) | >100% |
| Net fee and commission income | 8,174 | 7,359 | 815 | 11.1% |
Net fee and commission income of € 11 million increased by 30.6% due to the greater commissions from factoring. These should be considered together with interest income, since it makes no difference from a management point of view whether profit is recognised in the commissions and fees item or in interest in the without recourse factoring business.
Commissions on collection activities, related to the service of reconciliation of third-party invoices collected from Public Administration are in line with the previous year. Other fee and commission income includes commissions and fees from collection and payment services, the keeping and management of current accounts, and fees related to the collateral-backed loan business, amounting to € 188 thousand.
This item also includes fees related to the new salary-
and pension-backed loan origination business, and the preliminary credit assessment fees for the new loans for a total of € 672 thousand.
The increase in placement fees and commissions paid to third parties is attributable to higher returns to third party intermediaries for the placement of the SI Conto! Deposito product, following the higher volumes placed under the passporting regime. This item also includes the origination costs of factoring receivables.
Fees are composed of the commissions paid to the financial advisers for the off-premises placement of the salary- and pension-backed loan product, as well as an estimate of the year-end bonuses payable to them.
Other commission expense includes commissions for trading third-party securities and for interbank collections and payment services.
| PROFIT FROM THE SECURITIES PORTFOLIO (€,000) |
FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
€ Change | % Change |
|---|---|---|---|---|
| Net trading income (expense) | ||||
| Realised gains | 211 | 14 | 197 | >100% |
| Valuation (loss)/gain | - | (282) | 282 | -100.0% |
| Total | 211 | (268) | 479 | <100% |
| Gain from sales or repurchases | ||||
| Gains from HTCS portfolio debt instruments | 1,007 | 932 | 75 | 8.0% |
| Total | 1,007 | 932 | 75 | 8.0% |
| Total profit from the securities portfolio | 1,218 | 664 | 554 | 83.4% |
Net trading income (expense) is mainly generated by the market value of the Italian government bonds included in the trading portfolio. The gains generated by the proprietary HTCS portfolio made a greater contribution than in same period of the previous year, with an increase of 8%.
Impairment losses on loans and receivables at 30 June 2019 amounted to € 4.8 million and are essentially in line with the previous quarters. Impairment losses for the first half of the year are attributable to the impairment of factoring loans, bringing the loss rate to 0.38% (0.29% at 30 June 2018).
| PERSONNEL EXPENSE (€,000) | FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
€ Change | % Change |
|---|---|---|---|---|
| Wages and salaries | (9,731) | (8,927) | (804) | 9.0% |
| Social security contributions and other costs | (156) | (156) | - | 0.0% |
| Directors' and statutory auditors' remuneration | (588) | (477) | (111) | 23.3% |
| Total | (10,475) | (9,560) | (915) | 9.6% |
The increase in personnel expense is mainly due to the increase in the average number of employees from 169 to 194 attributed primarily to the 24 new employees of the recently acquired company Atlantide, the cost of which accounted for € 371 thousand of the total. This item also includes an additional cost component of € 500 thousand for estimated redundancy charges and the cost of non-compete agreements which is approximately € 390 thousand lower compared to the first half of 2018.
| OTHER ADMINISTRATIVE EXPENSES | FIRST HALF | FIRST HALF | € Change | % Change |
|---|---|---|---|---|
| (€,000) | OF 2019 | OF 2018 | ||
| IT expenses | (2,678) | (2,304) | (374) | 16.2% |
| Consultancy | (1,979) | (1,737) | (242) | 13.9% |
| Resolution Fund | (1,146) | (942) | (204) | 21.7% |
| Servicing and collection activities | (1,300) | (1,539) | 239 | -15.5% |
| Indirect taxes and duties | (939) | (1,158) | 219 | -18.9% |
| Rent and related fees | (414) | (1,034) | 620 | -60.0% |
| Expense reimbursement and entertainment | (352) | (352) | - | 0.0% |
| Car hire and related fees | (282) | (425) | 143 | -33.6% |
| Insurance | (219) | (194) | (25) | 12.9% |
| Advertising | (282) | (199) | (83) | 41.7% |
| Membership fees | (178) | (210) | 32 | -15.2% |
| Expenses related to management of the SPVs | (162) | (241) | 79 | -32.8% |
| Audit fees | (138) | (160) | 22 | -13.8% |
| Infoprovider expenses | (145) | (135) | (10) | 7.4% |
| Other | (149) | (179) | 30 | -16.8% |
| Telephone and postage expenses | (82) | (101) | 19 | -18.8% |
| Maintenance of movables and real properties | (41) | (56) | 15 | -26.8% |
| Stationery and printing | (19) | (29) | 10 | -34.5% |
| Discretionary payments | (4) | (10) | 6 | -60.0% |
| Administrative expenses - Atlantide | (477) | - | (477) | n.a. |
| Merger-related costs | (365) | - | (365) | n.a. |
| Total | (11,351) | (11,005) | (346) | 3.1% |
Administrative expenses include additional costs of Atlantide for the second half of the year totalling € 477 thousand, as well as costs related to the merger of the company into the Bank amounting to € 365 thousand (total merger-related costs amounted to € 446 thousand, including the cost recognised under reduction in value due to amortisation). Costs originating from Atlantide as well as merger-related costs have been kept separate to allow for a better comparison of the figures.
The rise in IT expenses is linked to the increase in services provided by the outsourcer due to the increase in Group operations as well as to IT updates on new products.
The amount of the items Rent and Car hire for the first half of 2019 was impacted by the application of the new IFRS 16. In 2019, these items include only property management costs and utility costs, and, unlike in 2018, does not include lease payments, the cost of which, in 2019, is mainly reflected in the item depreciation of the "right-of-use" asset.
The increase in consulting expenses is mainly due to the costs incurred for legal expenses related to pending lawsuits and enforceable injunctions.
The increase in indirect taxes and duties is mainly due to the increase in contributions paid for the enforceable injunctions deposited with public administration.
The contribution to the Resolution Fund represents the required amount of ex-ante contributions for 2019 and includes the payment of the additional contribution of € 0.3 million required in June.
The increase in impairment losses on property and equipment/intangible assets is the result of higher provisions for property used for business purposes, as well as the depreciation of the "right-of-use" asset following the application of IFRS 16. This item includes € 82 thousand in merger-related costs attributable to the accelerated amortisation of software belonging to Atlantide that is no longer being used.
The increase in accruals to provisions for risks is mainly attributable to the measurement of contingent liabilities for ongoing lawsuits.
The item Post-tax profit (loss) from discontinued operations is composed of the profit realised on the put option exercised for the sale of the 10% equity investment in Axactor Italy S.p.A.
The comments on the main aggregates on the asset side of the statement of financial position are shown below.
| ASSETS (€,000) | 30.06.2019 | 31.12.2018 | € Change | % Change |
|---|---|---|---|---|
| Cash and cash equivalents | 342 | 289 | 53 | 18.3% |
| Financial assets measured at fair value through | ||||
| other comprehensive income | 360,530 | 304,469 | 56,061 | 18.4% |
| Financial assets measured at amortised cost | 3,106,544 | 2,786,692 | 319,852 | 11.5% |
| a) loans and receivables with banks | 47,292 | 56,861 | (9,569) | -16.8% |
| b1) loans and receivables with customers - loans | 2,623,968 | 2,294,420 | 329,548 | 14.4% |
| b2) loans and receivables with customers - | ||||
| debt instruments | 435,284 | 435,411 | (127) | 0.0% |
| Equity investments | - | 786 | (786) | -100.0% |
| Property and equipment | 29,531 | 27,910 | 1,621 | 5.8% |
| Intangible assets | 3,922 | 1,788 | 2,134 | >100% |
| Tax assets | 6,613 | 7,817 | (1,204) | -15.4% |
| Non-current assets held for sale and disposal groups | - | 1,835 | (1,835) | -100.0% |
| Other assets | 15,793 | 13,317 | 2,477 | 18.6% |
| Total assets | 3,523,275 | 3,144,903 | 378,373 | 12.0% |
The period ended 30 June 2019 closed with total assets up 12% (at € 3.5 billion) on the end of 2018, due to the effect of the increase in the portfolios of loans and receivables with customers and in part due to the increase in the securities portfolio.
The securities portfolio relating to Financial assets measured at fair value through other comprehensive income ("HTCS" or "Held to collect and Sell") of the Group was increased and continues to be mainly comprised of Italian government bonds with an average remaining duration of about 15.4 months (the average remaining duration at the end of 2018 was 13.5 months). This is consistent with the Group investment policy. The government securities portfolio amounted to € 355 million at 30 June 2019 (€ 300 million at 31 December 2018). The associated valuation reserve was positive at the end of the period, amounting to € 0.1 million before the tax effect. In addition to government securities, the HTCS portfolio also includes 200 shares of the Bank of Italy, amounting to € 5 million and purchased in July 2015, and the Axactor Norway shares, which at 30 June 2019 had a break-even net fair value reserve, resulting in a period-end amount of € 1.2 million.
| LOANS AND RECEIVABLES WITH CUSTOMERS (€,000) |
30.06.2019 | 31.12.2018 | € Change | % Change |
|---|---|---|---|---|
| Factoring | 1,790,727 | 1,566,613 | 224,114 | 14.3% |
| Salary-/pension-backed loans (CQS/CQP) | 751,426 | 652,040 | 99,386 | 15.2% |
| Loans to SMEs | 19,530 | 27,549 | (8,019) | -29.1% |
| Current accounts | 21,297 | 23,186 | (1,889) | -8.1% |
| Pledge on receivables | 8,636 | 6,428 | 2,208 | 34.3% |
| Compensation and Guarantee Fund | 31,142 | 17,413 | 13,729 | 78.8% |
| Other loans and receivables | 1,210 | 1,191 | 19 | 1.6% |
| Total loans | 2,623,968 | 2,294,420 | 329,548 | 14.4% |
| Securities | 435,284 | 435,411 | (127) | 0.0% |
| Total loans and receivables with customers | 3,059,252 | 2,729,831 | 329,421 | 12.1% |
The item loans and receivables with customers under Financial assets measured at amortised cost (hereinafter HTC, or "Held to Collect"), is composed of loan receivables with customers and, beginning in 2018, the "held-tomaturity securities" portfolios.
Outstanding loans for factoring receivables compared to the total in the item, excluding the amounts of the securities portfolio, were unchanged from the end of 2018 at 68%. Their absolute value grew as a result of turnover generated during the first half of the year which was up by 25% on the same period of the previous year to € 1,415 million (€ 1,136 million at 30 June 2018).
Salary- and pension-backed loans grew in terms of their outstanding amount thanks to new loans, which increased by 42% compared to the same period of the previous year (the new volumes acquired during the first half of the year amounted to € 138 million), while government-backed loans to SMEs fell, which is in line with the strategic decision to discontinue this line of business.
The collateralised loan business, carried out through the branches in Milan, Rome, Pisa, Naples, Palermo and Rimini, reported outstanding loans and receivables of € 8.6 million at 30 June 2019, which are the result of loans granted during the first half of the year and renewals with existing customers. Starting from the next quarter, these loans and receivables will be transferred, along with the business unit dedicated to this business, from the Bank to ProntoPegno, the company set up for this business.
Securities are composed entirely of Italian government securities with an average duration of 20.5 months for an amount of € 435 million.
The following table shows the quality of receivables in the loans and receivables with customers item, excluding the securities positions.
| STATUS | 30.06.2018 | 30.09.2018 | 31.12.2018 | 31.03.2019 | 30.06.2019 |
|---|---|---|---|---|---|
| Bad exposures | 53,412 | 60,566 | 57,467 | 55,877 | 54,124 |
| Unlikely to pay | 30,765 | 31,305 | 87,189 | 98,206 | 113,462 |
| Past due | 89,355 | 97,263 | 80,507 | 76,183 | 68,733 |
| Non-performing | 173,532 | 189,134 | 225,163 | 230,266 | 236,319 |
| Performing | 2,016,559 | 2,122,685 | 2,104,711 | 2,305,247 | 2,428,103 |
| Stage 2 | 67,260 | 101,813 | 106,473 | 119,559 | 114,250 |
| Stage 1 | 1,949,299 | 2,020,872 | 1,998,238 | 2,185,688 | 2,313,853 |
| Total loans and receivables with customers | 2,190,091 | 2,311,819 | 2,329,874 | 2,535,513 | 2,664,422 |
| Individual impairment losses | 26,629 | 27,662 | 29,169 | 32,220 | 33,662 |
| Bad exposures | 18,751 | 19,805 | 18,451 | 18,944 | 19,602 |
| Unlikely to pay | 7,304 | 6,989 | 9,277 | 11,672 | 12,665 |
| Past due | 574 | 868 | 1,441 | 1,604 | 1,395 |
| Collective impairment losses | 5,496 | 5,856 | 6,284 | 6,299 | 6,792 |
| Stage 2 | 437 | 569 | 579 | 680 | 585 |
| Stage 1 | 5,059 | 5,287 | 5,705 | 5,619 | 6,207 |
| Total impairment losses | 32,125 | 33,518 | 35,453 | 38,519 | 40,454 |
| Net exposure | 2,157,966 | 2,278,301 | 2,294,421 | 2,496,994 | 2,623,968 |
The ratio of gross non-performing loans to the total portfolio went from 9.7% at 31 December 2018 to 8.9% at the end of March 2019. The increase in the absolute value of non-performing loans compared to 31 December 2018 is mainly due to new factoring positions with local authorities in financial difficulty and private-sector assignors. The amount of past due loans is attributed to factoring receivables without recourse from Public Administration and is considered normal for the sector and does not represent an issue in terms of credit quality and probability of collection.
Net bad exposures remained at moderate levels and amounted to 1.3% of total loans and receivables with customers, while the coverage ratio of non-performing loans was equal to 14.2%.
The item Equity investments, with the sale of the noncontrolling interests in ADV Finance S.p.A. and its subsidiary Procredit S.r.l. in the second quarter of 2019, is no longer recognised.
Also during the year, following the exercise of the put option by Banca Sistema, the shares were sold to Axactor Holding S.r.l. As a result, the item Non-current assets held for sale and disposal groups is no longer recognised. Property and equipment includes the property located in Milan which is being used as Banca Sistema's new offices. The property purchased in 2017 was renovated and completed in October 2018; its carrying amount, including capitalised items, is € 26.9 million after the accumulated depreciation of the building. The other capitalised costs include furniture, fittings and IT devices and equipment, as well as the right of use relating to the lease payments for branches and company cars, amounting to € 1.8 million.
Intangible assets increased following the recognition of the goodwill generated by the acquisition of Atlantide S.p.A. on 3 April 2019.
A hypothetical allocation of the purchase price for Atlantide is provided below:
| Spot purchase price | 3,022,124 |
|---|---|
| Estimated earn-out | 1,300,773 |
| Recognised equity investment price (A) | 4,322,897 |
| Atlantide equity at 31 March 2019 (B) | (2,188,958) |
| Residual value to be allocated (A+B) | 2,133,939 |
| Provisional allocation to goodwill | (2,133,939) |
As mentioned above, part of the goodwill is the result of a preliminary estimate of the earn-out value at € 1,301 thousand to be recognised in relation to the production volumes set out in the business plan prepared by Atlantide's management: in fact, the acquisition includes a deferred payment mechanism in the form of an earn-out to be paid to the sellers, which will be determined based on target annual production volumes.
Other assets, amounting to € 15.8 million, mainly include amounts being processed after the end of the period and advance tax payments.
Comments on the main aggregates on the liability side of the statement of financial position are shown below.
| LIABILITIES AND EQUITY (€,000) | 30.06.2019 | 31.12.2018 | € Change | % Change |
|---|---|---|---|---|
| Financial liabilities measured at amortised cost | 3,257,899 | 2,898,740 | 359,159 | 12.4% |
| a) due to banks | 527,390 | 695,197 | (167,807) | -24.1% |
| b) due to customers | 2,417,616 | 1,898,556 | 519,060 | 27.3% |
| c) securities issued | 312,893 | 304,987 | 7,906 | 2.6% |
| Tax liabilities | 13,944 | 15,676 | (1,732) | -11.0% |
| Other liabilities | 77,813 | 65,638 | 12,175 | 18.5% |
| Post-employment benefits | 2,974 | 2,402 | 572 | 23.8% |
| Provisions for risks and charges | 12,190 | 9,293 | 2,897 | 31.2% |
| Valuation reserves | (211) | (1,131) | 920 | -81.3% |
| Reserves | 138,044 | 117,666 | 20,378 | 17.3% |
| Share capital | 9,651 | 9,651 | - | 0.0% |
| Treasury shares (-) | (199) | (199) | - | 0.0% |
| Profit for the period/year | 11,170 | 27,167 | (15,997) | -58.9% |
| Total liabilities and equity | 3,523,275 | 3,144,903 | 378,372 | 12.0% |
Wholesale funding, which represents about 41% (41% at 31 December 2018) of the total, rose in absolute terms from the end of 2018 following the increase through reverse purchase agreements. The contribution of bond funding to total wholesale funding was 30.4% (34.2% at the end of 2018).
| DUE TO BANKS (€,000) | 30.06.2019 | 31.12.2018 | € Change | % Change |
|---|---|---|---|---|
| Due to Central banks | 417,850 | 412,850 | 5,000 | 1.2% |
| Due to banks | 109,540 | 282,347 | (172,807) | -61.2% |
| Current accounts and demand deposits | 25 | 53 | (28) | -52.8% |
| Term deposits | 109,515 | 282,294 | (172,779) | -61.2% |
| Total | 527,390 | 695,197 | (167,807) | -24.1% |
The total of the sub-item "Due to banks" decreased by 61.2% compared to 31 December 2018 due to the decrease in interbank funding; refinancing with the ECB, whose underlying assets are primarily ABS from the salaryand pension-backed loans (CQS/CQP) securitisation, remained in line with the end of the financial year.
| DUE TO CUSTOMERS (€,000) | 30.06.2019 | 31.12.2018 | € Change | % Change |
|---|---|---|---|---|
| Term deposits | 1,226,289 | 958,193 | 268,096 | 28.0% |
| Financing (repurchase agreements) | 500,747 | 179,819 | 320,928 | >100% |
| Current accounts | 586,634 | 657,082 | (70,448) | -10.7% |
| Due to assignors | 93,094 | 87,397 | 5,697 | 6.5% |
| Other payables | 10,852 | 16,065 | (5,213) | -32.4% |
| Total | 2,417,616 | 1,898,556 | 519,060 | 27.3% |
The item Due to customers increased compared to the end of the year, mainly due to an increase in funding from repurchase agreements and partly from term deposits. The period-end amount of term deposits increased by 28% compared to the end of 2018, reflecting net positive deposits (net of interest accrued) of € 72 million; gross deposits from the beginning of the year were € 277 million, against withdrawals totalling € 205 million.
The item Other payables includes collections of € 11 million from Cassa Depositi e Prestiti, against a guarantee comprising solely loans to SMEs by the Bank. Due to assignors includes payables related to receivables acquired but not financed.
| SECURITIES ISSUED (€,000) | 30.06.2019 | 31.12.2018 | € Change | % Change |
|---|---|---|---|---|
| Bond - AT1 | 8,014 | 8,017 | (3) | 0.0% |
| Bond - Tier II | 37,624 | 31,570 | 6,054 | 19.2% |
| Bonds - other | 267,255 | 265,400 | 1,855 | 0.7% |
| Total | 312,893 | 304,987 | 7,906 | 2.6% |
The nominal amount of securities issued at 30 June 2019 is broken down as follows:
on 23 May 2029 and a fixed coupon of 7% issued on 23 May 2019.
The provision for risks and charges of € 12.2 million includes the provision for possible liabilities attributable to past acquisitions, the estimated portion of the bonus for the year, the deferred portion of the bonus accrued in previous years, and the estimate related to the noncompete agreement. The provision also includes an estimate of the charges relating to lawsuits with customers and the estimated charges for labour-related lawsuits and legal disputes. Following the acquisition of Atlantide, the provision increased as a result of the estimated earn-out to be paid to the sellers linked to the achievement of production volume targets for the next three years, and the provision for supplementary customer allowances.
Other liabilities mainly include payments received after the end of the period from the assigned debtors and which were still being allocated and items being processed during the days following period-end, as well as trade payables and tax liabilities.
The reconciliation between the profit for the period and equity of the parent and the figures from the consolidated financial statements is shown below.
| (€ ,000) | PROFIT | EQUITY |
|---|---|---|
| Profit/equity of the parent | 10,900 | 160,410 |
| Assumption of value of investments | - | (15,000) |
| Consolidated profit/equity | 270 | 13,045 |
| Equity attributable to the owners of the parent | 11,170 | 158,455 |
| Equity attributable to non-controlling interests | - | (30) |
| Group equity | 11,170 | 158,425 |
Provisional information concerning the regulatory capital and capital adequacy of the Banca Sistema Group is shown below.
| OWN FUNDS (€,000) AND CAPITAL RATIOS | 30.09.15 30.06.2019 |
31.12.2018 |
|---|---|---|
| Common Equity Tier 1 (CET1) | 151,729 | 144,293 |
| ADDITIONAL TIER 1 | 8,000 | 8,000 |
| Additional Tier 1 capital (T1) | 159,729 | 152,293 |
| TIER2 | 33,609 | 28,799 |
| Total Own Funds (TC) | 193,338 | 181,092 |
| Total risk weighted assets | 1,410,259 | 1,317,043 |
| of which, credit risk | 1,253,689 | 1,160,521 |
| of which, operational risk | 156,522 | 156,522 |
| of which, market risk | 0 | 0 |
| of which, CVA | 48 | 0 |
| Ratio - CET1 | 10.8% | 11.0% |
| Ratio - T1 | 11.3% | 11.6% |
| Ratio - TCR | 13.7% | 13.7% |
| Pro-forma CET1 (CRR II amendment) (*) | 12.4% | 12.5% |
| Pro-forma T1 (CRR II amendment) (*) | 13.1% | 13.2% |
| Pro-forma TCR (CRR II amendment) (*) | 15.8% | 15.7% |
(*) = estimate of the impact on the capital ratios resulting from the application of the reduction in the weighting of the CQS/CQP assets set out in Regulation 876/2019 that will be applied as of 28 June 2021.
Total own funds were € 193.3 million at 30 June 2019 and included the profit for the period, net of dividends estimated on the profit for the period which were equal to a pay-out of 25% of the Parent's profit. Starting from 1 January 2019, as a result of the increase in the capital conservation buffer from 1.875% to 2.500%, the OCR (Overall Capital Requirement) for the Banca Sistema Group is as follows:
The additional ratios remained unchanged from those already communicated last year.
The share capital of Banca Sistema is composed of 80,421,052 ordinary shares, for a total paid-in share capital of € 9,650,526.24. All outstanding shares have regular dividend entitlement from 1 January.
Based on evidence from the Shareholders' Register and
more recent information available, as at 30 June 2019 the shareholders with stakes of more than 5%, the threshold above which Italian law (art. 120 of the Consolidated Law on Finance) requires disclosure to the investee and Consob, were as follows:
| SHAREHOLDERS | % HELD | ||||
|---|---|---|---|---|---|
| SGBS S.r.l. | 23.10% | ||||
| Garbifin S.r.l. | 0.51% | ||||
| Fondazione Sicilia | 7.40% | ||||
| Fondazione Cassa di Risparmio di Alessandria | 7.91% | ||||
| Market | 61.08% |
At 30 June 2019, after the launch in 2018 of a plan for the repurchase of treasury shares designed to create a stock of securities to be used for the incentive plan for the Group's key personnel, the Bank held 104,661 shares (equal to 0.13% of the share capital).
The shares of Banca Sistema are traded on the Mercato Telematico Azionario - Italian Equities Market (MTA) of the Italian Stock Exchange, STAR segment. The Banca Sistema stock is included in the following Italian Stock Exchange indices:

With reference to the functioning of the "Risk Management System", the Bank has adopted a system based on four leading principles:
The "Risk Management System" is monitored by the Risk Department, which ensures that capital adequacy and the degree of solvency with respect to its business are kept under constant control.
The Risk Department continuously analyses the Bank's operations to fully identify the risks the Bank is exposed to (risk map).
To reinforce its ability to manage corporate risks, the Bank has set up a Risk and ALM Committee, whose mission is to help the Bank define strategies, risk policies, and profitability and liquidity targets.
The Risk and ALM Committee continuously monitors relevant risks and any new or potential risks arising from changes in the working environment or Bank forwardlooking operations.
Pursuant to the eleventh amendment of Bank of Italy Circular no. 285/13, within the framework of the Internal Control System (Part I, Section IV, Chapter 3, Subsection II, Paragraph 5) the Bank entrusted the Internal Control and Risk Management Committee with the task of coordinating the second and third level Control Departments; to that end, the Committee allows the integration and interaction between these Departments, encouraging cooperation, reducing overlaps and supervising operations.
With reference to the risk management framework, the Bank adopts an integrated reference framework both to identify its own risk appetite and for the internal process of determining capital adequacy. This system is the Risk Appetite Framework (RAF), designed to make sure that the growth and development aims of the Bank are compatible with capital and financial solidity.
The RAF comprises monitoring and alert mechanisms and related processes to take action in order to promptly intervene in the event of discrepancies with defined targets. The framework is subject to annual review based on the strategic guidelines and regulatory changes.
With reference to ICAAP (Internal Capital Adequacy Assessment Process), the model used for determining capital adequacy, and ILAAP (Internal Liquidity Adequacy Assessment Process), the model used for determining adequacy in terms of liquidity, this framework allows the Bank to conduct ongoing tests of its structure for determining risks and to update the related safeguards included in its RAF.
Regarding the monitoring of credit risk, the Bank, with the goal of attaining greater operating synergies, has established the Central Credit Department, which oversees the Underwriting Department and the Legal Collection and Out-of-Court Collection Departments. This Department reports directly to the CEO.
It should also be noted that, in accordance with the obligations imposed by the applicable regulations, each year the Bank publishes its report (Pillar 3) on capital adequacy, risk exposure and the general characteristics of the systems for identifying, measuring and managing risks. The report is available on the website www.bancasistema.it in the Investor Relations section.
In order to measure "Pillar 1 risks", the Group has adopted standard methods to calculate the capital requirements for Prudential Regulatory purposes. In order to evaluate "Pillar 2 risks", the Bank adopts where possible - the methods set out in the Regulatory framework or those established by trade associations. If there are no such indications, standard market practices by operators working at a level of complexity and with operations comparable to those of the Bank are assessed.
No research and development activities were carried out in 2019.
Related party transactions including the relevant authorisation and disclosure procedures, are governed by the "Procedure governing related party transactions" approved by the Board of Directors and published on the internet site of the Parent, Banca Sistema S.p.A.. Transactions between Group companies and related parties were carried out in the interests of the Bank, including within the scope of ordinary operations; these transactions were carried out in accordance with market conditions and, in any event, based on mutual financial advantage and in compliance with all procedures.
During 2019, the Group did not carry out any atypical or unusual transactions, as defined in Consob Communication no. 6064293 of 28 July 2006.
On 23 July 2019, the deed of transfer of Banca Sistema's "Collateralised Lending" business unit to the subsidiary ProntoPegno S.p.A. was signed. The transfer will be effective on 1 August 2019.
After the reporting date of this interim financial report, there were no events worthy of mention which would have had an impact on the financial position, results of operations and cash flows of the Bank and Group.
First-half growth in lending was in line with 2018 and the same growth trend is expected to continue over the year. The contraction in business profitability since the first quarter of 2019, mainly due to lower default interest collected, could continue for the rest of the year.
Milan, 31 July 2019
On behalf of the Board of Directors
The Chairperson
Luitgard Spögler
The CEO
Gianluca Garbi
AT 30 JUNE 2019
-41-
| Assets | 30.06.2019 | 31.12.2018 | |
|---|---|---|---|
| 10. | Cash and cash equivalents | 342 | 289 |
| 30. | Financial assets measured at fair value through other comprehensive income | 360,530 | 304,469 |
| 40. | Financial assets measured at amortised cost | 3,106,544 | 2,786,692 |
| a) loans and receivables with banks | 47,292 | 56,861 | |
| b) loans and receivables with customers | 3,059,252 | 2,729,831 | |
| 70. | Equity investments | - | 786 |
| 90. | Property and equipment | 29,531 | 27,910 |
| 100. | Intangible assets | 3,922 | 1,788 |
| of which: | |||
| goodwill | 3,920 | 1,786 | |
| 110. | Tax assets | 6,613 | 7,817 |
| a) current | - | - | |
| b) deferred | 6,613 | 7,817 | |
| 120. | Non-current assets held for sale and disposal groups | - | 1,835 |
| 130. | Other assets | 15,793 | 13,317 |
| Total Assets | 3,523,275 | 3,144,903 |
| Liabilities and equity | 30.06.2019 | 31.12.2018 | ||
|---|---|---|---|---|
| 10. | Financial liabilities measured at amortised cost | 3,257,899 | 2,898,740 | |
| a) due to banks | 527,390 | 695,197 | ||
| b) due to customers | 2,417,616 | 1,898,556 | ||
| c) securities issued | 312,893 | 304,987 | ||
| 60. | Tax liabilities | 13,944 | 15,676 | |
| a) current | 1,924 | 3,445 | ||
| b) deferred | 12,020 | 12,231 | ||
| 80. | Other liabilities | 77,813 | 65,638 | |
| 90. | Post-employment benefits | 2,974 | 2,402 | |
| 100. | Provisions for risks and charges: | 12,190 | 9,293 | |
| a) commitments and guarantees issued | 12 | 7 | ||
| c) other provisions for risks and charges | 12,178 | 9,286 | ||
| 120. | Valuation reserves | (211) | (1,131) | |
| 150. | Reserves | 98,872 | 78,452 | |
| 160. | Share premium | 39,142 | 39,184 | |
| 170. | Share capital | 9,651 | 9,651 | |
| 180. | Treasury shares (-) | (199) | (199) | |
| 190. | Equity attributable to non-controlling interests (+/-) | 30 | 30 | |
| 200. | Profit for the period/year | 11,170 | 27,167 | |
| Total Liabilities and Equity | 3,523,275 | 3,144,903 |
(Amounts in thousands of Euro)
| (Amounts in thousands of Euro) | |||||
|---|---|---|---|---|---|
| FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
||||
| 10. | Interest and similar income | 48,575 | 44,714 | ||
| of which: interest income calculated with the effective interest method | 46,500 | 44,177 | |||
| 20. | Interest and similar expense | (14,106) | (12,106) | ||
| 30. | Net interest income | 34,469 | 32,608 | ||
| 40. | Fee and commission income | 11,013 | 8,431 | ||
| 50. | Fee and commission expense | (2,839) | (1,072) | ||
| 60. | Net fee and commission income | 8,174 | 7,359 | ||
| 70. | Dividends and similar income | 227 | 227 | ||
| 80. | Net trading income (expense) | 211 | (268) | ||
| 100. | Gain from sales or repurchases of: | 1,007 | 932 | ||
| b) financial assets measured at fair value through other comprehensive income | 1,007 | 932 | |||
| 120. | Total income | 44,088 | 40,858 | ||
| 130. | Net impairment losses on: | (4,760) | (2,939) | ||
| a) financial assets measured at amortised cost | (4,723) | (2,939) | |||
| b) financial assets measured at fair value through other comprehensive income | (37) | - | |||
| 150. | Net financial income | 39,328 | 37,919 | ||
| 190. | Administrative expenses | (21,826) | (20,565) | ||
| a) personnel expense | (10,475) | (9,560) | |||
| b) other administrative expenses | (11,351) | (11,005) | |||
| 200. | Net accruals to provisions for risks and charges | (1,285) | (51) | ||
| a) commitments and guarantees issued | (5) | - | |||
| b) other net accruals | (1,280) | (51) | |||
| 210. | Net impairment losses on property and equipment | (758) | (138) | ||
| 220. | Net impairment losses on intangible assets | (119) | (3) | ||
| 230. | Other operating income | 436 | 52 | ||
| 240. | Operating costs | (23,552) | (20,705) | ||
| 250. | Gains (losses) on equity investments | - | (229) | ||
| 280. | Gains (losses) on sales of investments | (8) | - | ||
| 290. | Pre-tax profit from continuing operations | 15,768 | 16,985 | ||
| 300. | Income taxes | (5,160) | (5,764) | ||
| 320. | Post-tax profit from continuing operations | 10,608 | 11,221 | ||
| 310. | Post-tax profit (loss) from discontinued operations | 562 | - | ||
| 330. | Profit for the period | 11,170 | 11,221 | ||
| 340. | Profit (loss) attributable to non-controlling interests | - | - | ||
| 350. | Profit for the period attributable to the owners of the parent | 11,170 | 11,221 |
(Amounts in thousands of Euro)
| First half of 2019 |
2018 | ||
|---|---|---|---|
| 10. | Profit for the period/year | 11,170 | 27,167 |
| Items, net of tax, that will not be reclassified subsequently to profit or loss | - | - | |
| 20. | Equity instruments designated at fair value through other comprehensive income | - | - |
| 30. | Financial liabilities designated at fair value through profit or loss | ||
| (changes in own credit rating) | - | - | |
| 40. | Hedging of equity instruments designated at fair value through other comprehensive income | - | - |
| 50. | Property and equipment | - | - |
| 60. | Intangible assets | - | - |
| 70. | Defined benefit plans | (184) | 39 |
| 80. | Non-current assets held for sale | - | - |
| 90. | Share of valuation reserves of equity-accounted investments: | - | - |
| Items, net of tax, that will be reclassified subsequently to profit or loss | - | - | |
| 100. | Hedges of foreign investments | - | - |
| 110. | Exchange rate gains (losses) | - | - |
| 120. | Cash flow hedges | - | - |
| 130. | Hedging instruments (non-designated elements) | - | - |
| 140. | Financial assets (other than equity instruments) measured at fair value | ||
| through other comprehensive income | 1,104 | (2,064) | |
| 150. | Non-current assets held for sale | - | - |
| 160. | Share of valuation reserves of equity-accounted investments: | - | - |
| 170. | Total other comprehensive income (expense), net of income tax | 920 | (2,025) |
| 180. | Comprehensive income (Items 10+170) | 12,090 | 25,142 |
interests at 30.06.2019
Amounts in thousands of Euro
| ng Equity attri on-controlli butable to n |
- | - | 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of the paren 2019 t at 30.06. Equity attri he owners butable to t |
9,651 | - | 39,142 | 98,872 | 98,937 | (65) | (211) | - | (199) | 11,170 | 158,425 | - | |||
| half of 2019 for the first Comprehen sive income |
- | - | - | - | - | - | 920 | - | - | 11,170 | 12,090 | - | |||
| equity invest Changes in ments |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| Stock Optio ns |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| n treasury s hares Derivatives o |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| Changes during the period | Transactions on equity | quity instru Change in e ments |
- | - | - | - | - | - | - | - | - | - | - | - | |
| distribution y dividend Extraordinar |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| of treasury Repurchase shares |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| shares Issue of new |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| Changes in reserves |
- | - | (42) | 250 | (25) | 275 | - | - | - | - | 208 | - | |||
| cations nd other allo Dividends a |
- | - | - | - | - | - | - | - | - | (6,997) | (6,997) | - | |||
| Allocation of prior year profit |
Reserves | - | - | - | 20,170 | 20,170 | - | - | - | - | (20,170) | - | - | ||
| .1.2019 Balance at 1 |
9,651 | - | 39,184 | 78,452 | 78,792 | (340) | (1,131) | - | (199) | 27,167 | 153,124 | 30 | |||
| pening bala Change in o nces |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| 1.12.2018 Balance at 3 |
9,651 | - | 39,184 | 78,452 | 78,792 | (340) | (1,131) | - | (199) | 27,167 | 153,124 | 30 | |||
| Share capital: | a) ordinary shares | b) other shares | Share premium | Reserves | a) income-related | b) other | Valuation reserves | Equity instruments | Treasury shares | Profit for the period | Equity attributable to the owners of the parent | Equity attributable to non-controlling interests |
-
-
-
-
-
-
-
-
-
-46
-
Amounts in thousands of Euro
| ng | 8 30.06.201 interests at Equity attri on-controlli butable to n |
- | - | - | - | - | - | - | - | - | - | - | 30 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of the paren 2018 t at 30.06. Equity attri he owners butable to t |
9,651 | - | 39,226 | 78,609 | 78,792 | (183) | (1,853) | - | (146) | 11,221 | 136,708 | - | |||
| half of 2018 for the first Comprehen sive income |
- | - | - | - | - | - | (2,747) | - | - | 11,221 | 8,474 | - | |||
| Transactions on equity | equity invest Changes in ments |
- | - | - | - | - | - | - | - | - | - | - | - | ||
| Stock Optio ns |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| n treasury s hares Derivatives o |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| Changes during the period | quity instru Change in e ments |
- | - | - | - | - | - | - | - | - | - | - | - | ||
| distribution y dividend Extraordinar |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| of treasury Repurchase shares |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| shares Issue of new |
- | - | - | - | - | - | - | - | - | - | - | - | |||
| Changes in reserves |
- | - | (42) | 149 | 6 | 143 | - | - | 3 | - | 110 | - | |||
| year profit | cations nd other allo Dividends a |
- | - | - | - | - | - | - | - | - | (6,916) | (6,916) | - | ||
| Allocation of prior | Reserves | - | - | - | 19,877 | 19,877 | - | - | - | - | (19,877) | - | - | ||
| .1.2018 Balance at 1 |
- 39,268 58,909 (326) 894 - (149) 58,583 9,651 |
26,793 | 135,040 | 30 | |||||||||||
| pening bala Change in o nces |
- | - | - | (224) | (224) | - | 527 | - | - | - | 303 | - | |||
| 1.12.2017 Balance at 3 |
9,651 | - | 39,268 | 58,807 | 59,133 | (326) | 367 | - | (149) | 26,793 | 134,737 | 30 | |||
| Share capital: | a) ordinary shares | b) other shares | Share premium | Reserves | a) income-related | b) other | Valuation reserves | Equity instruments | Treasury shares | Profit for the period | Equity attributable to the owners of the parent | Equity attributable to non-controlling interests |
| Amounts in thousands of Euro | |||
|---|---|---|---|
| A. OPERATING ACTIVITIES | First half of 2019 |
First half of 2018 |
|
| 1. Operations | 22,108 | 18,609 | |
| ▪ interest income collected |
48,575 | 44,714 | |
| ▪ interest expense paid |
(14,106) | (12,106) | |
| ▪ dividends and similar income |
227 | 227 | |
| ▪ net fees and commissions |
8,174 | 7,359 | |
| ▪ personnel expense |
(4,533) | (4,585) | |
| ▪ other expenses |
(10,915) | (10,953) | |
| ▪ other income |
- | - | |
| ▪ taxes and duties |
(5,876) | (6,047) | |
| ▪ cost/revenue on assets held for sale and disposal groups, net of tax |
562 | - | |
| 2. Cash flows used for financial assets | (378,891) | (725,217) | |
| ▪ financial assets held for trading |
211 | (99,094) | |
| ▪ financial assets designated at fair value through profit or loss |
- | - | |
| ▪ financial assets mandatorily measured at fair value through profit or loss |
- | - | |
| ▪ financial assets measured at fair value through other comprehensive income |
(54,171) | 17,041 | |
| ▪ financial assets measured at amortised cost |
(324,575) | (648,028) | |
| ▪ other assets |
(356) | 4,864 | |
| 3. Cash flows generated by financial liabilities | 365,844 | 716,836 | |
| ▪ financial liabilities measured at amortised cost |
359,159 | 709,986 | |
| ▪ financial liabilities held for trading |
- | - | |
| ▪ financial liabilities designated at fair value through profit or loss |
- | - | |
| ▪ other liabilities |
6,685 | 6,850 | |
| Net cash flows generated by operating activities | 9,061 | 10,228 | |
| B. INVESTING ACTIVITIES | |||
| 1. Cash flows generated by | 2,621 | - | |
| ▪ sales of equity investments |
2,621 | - | |
| ▪ dividends from equity investments |
- | - | |
| ▪ sales of property and equipment |
- | - | |
| ▪ sales of intangible assets |
- | - | |
| ▪ sales of subsidiaries and business units |
- | - | |
| 2. Cash flows used in | (4,632) | (3,185) | |
| ▪ purchases of equity investments |
- | (1,244) | |
| ▪ purchases of property and equipment |
(2,379) | (1,941) | |
| ▪ purchases of intangible assets |
(2,253) | - | |
| ▪ purchases of subsidiaries and business units |
- | - | |
| Net cash flows used in investing activities | (2,011) | (3,185) | |
| C. FINANCING ACTIVITIES | |||
| ▪ issues/repurchases of treasury shares |
- | - | |
| ▪ issues/repurchases of equity instruments |
- | - | |
| ▪ dividend and other distributions |
(6,997) | (6,916) | |
| ▪ acquisitions and disposals of subsidiaries and other business units |
- | - | |
| Net cash flows used in financing activities | (6,997) | (6,916) | |
| NET CASH FLOWS FOR THE PERIOD | 53 | 127 |
| Cash and cash equivalents at the beginning of the period | 289 | 161 |
|---|---|---|
| Total net cash flows for the period | 53 | 127 |
| Cash and cash equivalents: effect of change in exchange rates | - | - |
| Cash and cash equivalents at the end of the period | 342 | 288 |
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
-49-
These condensed interim consolidated financial statements were drafted in accordance with Legislative Decree no. 38 of 28 February 2005, pursuant to the IFRS issued by the International Accounting Standards Board (IASB) as endorsed and in force on 30 June 2019, including the interpretation documents (SIC) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as established by EU Regulation no. 1606 of 19 July 2002.
In preparing the condensed interim consolidated financial statements, the Bank followed the instructions concerning financial statements issued by the Bank of Italy in its Regulation of 22 December 2005, the simultaneous Circular no. 262/05, the amendments and clarification notes, supplemented by the general provisions of the Italian Civil Code and other relevant legislative and regulatory provisions.
The condensed interim consolidated financial statements were drafted in summary form in accordance with IAS 34, with specific reference to the arrangements for disclosing financial information, supplemented by the other relevant legislative and regulatory standards.
The specific accounting standards adopted have been amended compared to the financial statements at 31 December 2018 following the introduction as of 1 January 2019 of the new financial reporting standard IFRS 16.
The condensed interim consolidated financial statements were reviewed by BDO Italia S.p.A.
The condensed interim consolidated financial statements comprise the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes to the condensed interim consolidated financial statements and are accompanied by a Directors' Report on the performance, the financial results achieved and the financial position of the Banca Sistema Group.
The condensed interim consolidated financial statements, drawn up in accordance with the general guidelines laid down by IFRS, show the data for the period compared with the data from the previous financial year end or corresponding period of the previous financial year as regards statement of financial position and income statement figures, respectively.
Pursuant to the provisions of art. 5 of Legislative Decree no. 38/2005, the financial statements use the Euro as the currency for accounting purposes. The amounts in the financial statements and the notes thereto are expressed (unless expressly specified) in thousands of Euro.
The financial statements were drawn up in accordance with the specific financial reporting standards endorsed by the European Commission, as well as pursuant to the general assumptions laid down by the Framework for the preparation and presentation of financial statements issued by the IASB.
The Directors' Report and notes to the condensed interim consolidated financial statements provide the information required by the IFRS, the Law and Bank of Italy, along with other non-mandatory information deemed equally necessary for giving a true and fair view of the consolidated position.
The general principles that underlie the drafting of the financial statements are set out below:
financial statements, the methods of presentation and classification are kept constant over time unless they are changed to present the data more appropriately;
Within the scope of drawing up the financial statements in accordance with the IFRS, bank management must make assessments, estimates and assumptions that influence the amounts of the assets, liabilities, costs and income recognised during the period.
The use of estimates is essential to preparing the financial statements. In particular, the most significant use of estimates and assumptions in the financial statements can be attributed to:
It should be noted that an estimate may be adjusted following a change in the circumstances upon which it was formed, or if there is new information or more experience. Any changes in estimates are applied prospectively and therefore will have an impact on the income statement for the year in which the change takes place.
The consolidated financial statements include the Parent, Banca Sistema S.p.A., and the companies directly or indirectly controlled by or connected with it.
Compared to 31 December 2018, changes to the scope
of consolidation were introduced following the sale of ADV Finance S.p.A. and ProCredit S.r.l.
The following statement shows the investments included within the scope of consolidation of the condensed interim consolidated financial statements.
| INVESTMENT | ||||||
|---|---|---|---|---|---|---|
| COMPANY NAMES | REGISTERED OFFICE |
TYPE OF RELATIONSHIP (1) |
INVESTING COMPANY |
% HELD | % OF VOTES AVAILABLE (2) |
|
| Companies | ||||||
| Subject to full consolidation | Banca | |||||
| S.F. Trust Holdings Ltd | UK | 1 | Sistema | 100% | 100% | |
| Banca | ||||||
| Largo Augusto Servizi e Sviluppo S.r.l. | Italy | 1 | Sistema | 100% | 100% | |
| Banca | ||||||
| ProntoPegno S.p.A. | Italy | 1 | Sistema | 100% | 100% |
Key:
(1) Type of relationship.
= majority of voting rights at the ordinary Shareholders' Meeting
= a dominant influence in the ordinary Shareholders' Meeting
= agreements with other shareholders 4. = other forms of control
= unitary management as defined in Art. 26, paragraph 1 of 'Legislative Decree 87/92'
= unitary management as defined in Art. 26, paragraph 2 of 'Legislative Decree 87/92'
= joint control (2) Available voting rights at the ordinary Shareholders' Meeting, with separate indication of effective and potential rights
The scope of consolidation also includes the following special purpose securitisation vehicles whose receivables are not subject to derecognition:
▪ Quinto Sistema Sec. 2019 S.r.l.3
Compared to the situation as at 31 December 2018, the scope of consolidation changed following the transfer of the shares held in ADV Finance S.p.A. and ProCredit S.r.l.
3 The company name was changed to Quinto Sistema Sec. 2019 S.r.l. with effect from 29.03.2019.
The investments in subsidiaries are consolidated using the full consolidation method. The concept of control goes beyond owning a majority of the percentage of stakes in the share capital of the subsidiary and is defined as the power of determining the management and financial policies of said subsidiary to obtain benefits from its business.
Full consolidation provides for line-by-line aggregation of the statement of financial position and income statement aggregates from the accounts of the subsidiaries. To this end, the following adjustments were made:
The results of the above adjustments, if positive, are shown - after allocation to the assets or liabilities of the subsidiary - as goodwill in item "130 Intangible Assets" on the date of initial consolidation. The resulting differences, if negative, are recognised in the income statement. Intra-group balances and transactions, including income, costs and dividends, are entirely eliminated. The financial results of a subsidiary acquired during the period are included in the consolidated financial statements from the date of acquisition. At the same time, the financial results of a transferred subsidiary are included in the consolidated financial statements up to the date on which the subsidiary is transferred. The accounts used in the preparation of the consolidated financial statements are drafted on the same date. The consolidated financial statements were drafted using consistent accounting standards for similar transactions and events. If a subsidiary uses accounting standards different from those adopted in the consolidated financial statements for similar transactions and events in similar circumstances, adjustments are made to the financial position for consolidation purposes. Detailed information with reference to art. 89 of Directive 2013/36/EU of the European Parliament and Council (CRD IV) is published at the link www.bancasistema.it/pillar3.
Associates are consolidated at equity.
The equity method provides for the initial recognition of the investment at cost and subsequent adjustment based on the relevant share of the investee's equity. The differences between the value of the equity investment and the equity of the relevant investee are included in the carrying amount of the investee. In the valuation of the relevant share, any potential
voting rights are not taken into consideration.
The relevant share of the annual results of the investee is shown in a specific item of the consolidated income statement.
If there is evidence that an equity investment may be impaired, the recoverable value of said equity investment is estimated by considering the present value of future cash flows that the investment could generate, including the final disposal value of the investment.
After the reporting date, there were no events worthy of mention in the notes to the condensed interim consolidated financial statements which would have had an impact on the financial position, results of operations and cash flows of the Bank and Group.
The interim consolidated financial report was prepared by applying IFRS and valuation criteria on a going concern basis, and in accordance with the principles of accruals and materiality of information, as well as the general principle of the precedence of economic substance over legal form.
Within the scope of drawing up the financial statements in accordance with the IFRS, bank management must make assessments, estimates and assumptions that influence the amounts of the assets, liabilities, costs and income recognised during the period.
The use of estimates is essential to preparing the financial statements. The most significant use of estimates and assumptions in the financial statements can be attributed to:
▪ the valuation of loans and receivables with customers: the acquisition of performing receivables from companies that supply goods and services represents the Bank's main activity. Estimating the value of these receivables is a complex activity with a high degree of uncertainty and subjectivity. Their value is estimated by using models that include numerous quantitative and qualitative elements. These include the historical data for collections, expected cash flows and the related expected recovery times, the existence of indicators of possible impairment, the
Starting on 1 January 2019, the right to use the leased asset will be recognised on the asset side of the statement of financial position, and the liability for future lease payments still to be paid to the lessor will be recognised on the liability side of the statement of financial position.
In addition, recognition in the income statement will also differ under this new method, whereby for lease payments previously recognised under administrative expenses, under IFRS 16 the depreciation of the "rightof-use" asset and interest expense on the lease liability will be recognised.
valuation of any guarantees, and the impact of risks associated with the sectors in which the Bank's customers operate;
It should be noted that an estimate may be adjusted following a change in the circumstances upon which it was formed, or if there is new information or more experience. Any changes in estimates are applied prospectively and therefore will have an impact on the income statement for the year in which the change takes place.
The economic impact does not change over the lease term, but is instead allocated differently over time.
The Group has chosen to use the modified retrospective approach for the first-time adoption (FTA) of IFRS 16, which provides the option to recognise the cumulative effect of applying the Standard at the date of initial application and excludes the restatement of comparative data from the financial statements prepared upon firsttime adoption of IFRS 16. Therefore, the figures of the financial statements for 2019 will not be comparable for the valuation of the rights of use and the corresponding lease liability.
The adoption of IFRS 16 using the modified retrospective approach resulted in an increase in property and equipment due to the recognition of new rights of use at Group level (€ 1.9 million) and financial liabilities (payable to the lessor) for the same amount.
Consequently, from the first-time adoption of the standard, there has been no impact on equity following the decision to adopt the modified approach.
The interim consolidated financial report was approved on 31 July 2019 by the Board of Directors, which authorised its disclosure to the public in accordance with IAS 10.
Financial assets other than those classified as Financial assets measured at fair value through other comprehensive income and Financial assets measured at amortised cost are classified in this category. In particular, this item includes:
it is decided to settle the offset positions on a net basis. Derivatives also include those embedded in complex financial contracts – where the host contract is a financial liability which has been recognised separately.
Except for the equity instruments which cannot be reclassified, financial assets may be reclassified to other categories of financial assets only if the entity changes its own business model for management of the financial assets. In such cases, which are expected to be absolutely infrequent, the financial assets may be reclassified from those measured at fair value through profit or loss to one of the other two categories established by IFRS 9 (Financial assets measured at amortised cost or Financial assets measured at fair value through other comprehensive income). The transfer value is the fair value at the time of the reclassification and the effects of the reclassification apply prospectively from the reclassification date. In this case, the effective interest rate of the reclassified financial asset is determined based on its fair value at the reclassification date and that date is considered as the initial recognition date for the credit risk stage assignment for impairment purposes.
Initial recognition of financial assets occurs at the settlement date for debt instruments and equity instruments, at the disbursement date for loans and at the subscription date for derivative contracts.
On initial recognition, financial assets measured at fair value through profit or loss are recognised at fair value, without considering transaction costs or income directly attributable to the instrument.
After initial recognition, the financial assets measured at fair value through profit or loss are recognised at fair value. The effects of the application of this measurement criterion are recognised in the income statement. For the determination of the fair value of financial instruments quoted on active markets, market quotations are used. If the market for a financial instrument is not active, standard practice estimation methods and measurement techniques are used which consider all the risk factors correlated to the instruments and that are based on market elements such as: measurement of quoted instruments with the same characteristics, calculation of discounted cash flows, option pricing models, recent comparable transactions, etc.. For equity and derivative instruments that have equity instruments as underlying assets, which are not quoted on an active market, the cost approach is used as the estimate of fair value only on a residual basis and in a small number of circumstances, i.e., when all the measurement methods referred to above cannot be applied, or when there are a wide range of possible measurements of fair value, in which cost represents the most significant estimate. In particular, this item includes:
For more details on the methods of calculating the fair value please refer to the paragraph below "Criteria for determining the fair value of financial instruments".
Financial assets are derecognised when the contractual rights on the cash flows deriving from the assets expire, or in the case of a transfer, when the same entails the substantial transfer of all risks and rewards related to the financial assets.
This category includes the financial assets that meet both the following conditions:
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding ("SPPI Test" passed).
This item also includes equity instruments, not held for trading, for which the option was exercised upon initial recognition of their designation at fair value through other comprehensive income.
In particular, this item includes:
Except for the equity instruments which cannot be reclassified, financial assets may be reclassified to other categories of financial assets only if the entity changes its own business model for management of the financial assets. In such cases, which are expected to be absolutely infrequent, the financial assets may be reclassified from those measured at fair value through other comprehensive income to one of the other two categories established by IFRS 9 (Financial assets measured at amortised cost or Financial assets measured at fair value through profit or loss). The transfer value is the fair value at the time of the reclassification and the effects of the reclassification apply prospectively from the reclassification date. In the event of reclassification from this category to the amortised cost category, the cumulative gain (loss) recognised in the valuation reserve is allocated as an adjustment to the fair value of the financial asset at the reclassification date. In the event of reclassification to the fair value through profit or loss category, the cumulative gain (loss) previously recognised in the valuation reserve is reclassified from equity to profit (loss).
Initial recognition of the financial assets is at the date of disbursement, based on their fair value including the transaction costs/income directly attributable to the acquisition of the financial instrument. Costs/income having the previously mentioned characteristics that will be repaid by the debtor or that can be considered as standard internal administrative costs are excluded. The initial fair value of a financial instrument is usually the cost incurred for its acquisition.
Following initial recognition, financial assets are measured at their fair value with any gains or losses resulting from a change in the fair value compared to the amortised cost recognised in a specific equity reserve recognised in the statement of comprehensive income up until said financial asset is derecognised or an impairment loss is recognised.
For more details on the methods of calculating the fair value please refer to paragraph 17.3 below "Criteria for determining the fair value of financial instruments".
Equity instruments, for which the choice has been made to classify them in this category, are measured at fair value and the amounts recognised in other comprehensive income cannot be subsequently transferred to profit or loss, not even if they are sold (the so-called OCI exemption). The only component linked to default interest from legal action and related to these equity instruments that is recognised through profit or loss is their dividends. Fair value is determined on the basis of the criteria already described for Financial assets measured at fair value through profit or loss.
For the equity instruments included in this category, which are not quoted on an active market, the cost approach is used as the estimate of fair value only on a residual basis and in a small number of circumstances, i.e., when all the measurement methods referred to above cannot be applied, or when there are a wide range of possible measurements of fair value, in which cost represents the most significant estimate.
Financial assets measured at fair value through other comprehensive income are subject to the verification of the significant increase in credit risk (impairment) required by IFRS 9, with the consequent recognition through profit or loss of an impairment loss to cover the expected losses.
Financial assets are derecognised when the contractual rights on the cash flows deriving from the assets expire, or in the case of a transfer, when the same entails the substantial transfer of all risks and rewards related to the financial assets.
This category includes the financial assets that meet both the following conditions:
In particular, this item includes:
Except for the equity instruments which cannot be reclassified, financial assets may be reclassified to other categories of financial assets only if the entity changes its own business model for management of the financial assets. In such cases, which are expected to be absolutely infrequent, the financial assets may be reclassified from the amortised cost category to one of the other two categories established by IFRS 9 (Financial assets measured at fair value through other comprehensive income or Financial assets measured at fair value through profit or loss). The transfer value is the fair value at the time of the reclassification and the effects of the reclassification apply prospectively from the reclassification date. Gains and losses resulting from the difference between the amortised cost of a financial asset and its fair value are recognised through profit or loss in the event of reclassification to Financial assets measured at fair value through profit or loss and under equity, in the specific valuation reserve, in the event of reclassification to Financial assets measured at fair value through other comprehensive income.
Initial recognition of a receivable is at the date of disbursement based on its fair value including the costs/ income of the transaction directly attributable to the acquisition of the receivable.
Costs/income having the previously mentioned characteristics that will be repaid by the debtor or that can be considered as standard internal administrative costs are excluded.
The initial fair value of a financial instrument is usually equivalent to the amount granted or the cost incurred by the acquisition.
Following initial recognition, loans and receivables with customers are stated at amortised cost, equal to the initial recognition amount reduced/increased by principal repayments, by impairment losses/gains and the amortisation - calculated on the basis of the effective interest rate - of the difference between the amount provided and that repayable at maturity, usually the cost/ income directly attributed to the individual loan.
The effective interest rate is the rate that discounts future payments estimated for the expected duration of the loan, in order to obtain the exact carrying amount at the time of initial recognition, which includes both the directly attributable transaction costs/income and all of the fees paid or received between the parties. This accounting method, based on financial logic, enables the economic effect of costs/income to be spread over the expected residual life of the receivable.
The measurement criteria are strictly connected with the stage to which the receivable is assigned, where stage 1 contains performing loans, stage 2 consists of underperforming loans, i.e. loans that have undergone a significant increase in credit risk ("significant deterioration") since the initial recognition of the instrument, and stage 3 consists of non-performing loans, i.e. the loans that show objective evidence of impairment.
The impairment losses recognised in profit or loss for the performing loans classified in stage 1 are calculated by considering an expected loss at one year, while for the performing loans in stage 2 they are calculated by considering the expected losses over the entire residual contractual lifetime of the asset (Lifetime Expected Loss). The performing financial assets are measured according to probability of default (PD), loss given default (LGD) and exposure at default (EAD) parameters, derived from internal historic series. For impaired assets, the amount of the loss, to be recognised through profit or loss, is established based on individual measurement or determined according to uniform categories and, then, individually allocated to each position, and takes account of forward-looking information and possible alternative recovery scenarios. Impaired assets include financial instruments classified as bad exposures, unlikely-to-pay or past due/overdrawn by over ninety days according to the rules issued by the Bank of Italy, in line with the IFRS and EU Supervisory Regulations. The expected cash flows take into account the expected recovery times and the estimated realisable value of any guarantees. The original effective rate of each asset remains unchanged over time even if the relationship has been restructured with a variation of the contractual interest rate and even if the relationship, in practice, no longer bears contractual interest. If the reasons for impairment are no longer applicable following an event subsequent to the recognition of impairment, impairment gains are recognised in the income statement. The impairment gains may not in any case exceed the amortised cost that the financial instrument would have had in the absence of previous impairment losses. Impairment gains with time value effects are recognised in net interest income.
Loans and receivables are derecognised from the financial statements when they are deemed totally unrecoverable or if transferred, when this entails the substantial transfer of all loan-related risks and rewards.
At the reporting date, the Bank had not made any "Hedging transactions".
This category includes equity investments in subsidiaries, associates, and joint ventures by Banca Sistema.
Equity investments are recognised in the consolidated financial statements at purchase cost plus any related charges.
In the consolidated financial statements, equity investments in subsidiaries are consolidated using the full line-by-line method. Equity investments in associates and joint ventures are both measured at equity. At the end of each financial year or interim report date, an assessment is performed to determine if any objective evidence exists that an investment has been impaired. The recoverable value is then calculated taking into account the present value of the future cash flows that the investment will be able to generate, including the final disposal value of the investment. Any lower value, compared to the carrying amount, resulting from this calculation is charged to the income statement under "250 Gains (losses) on equity investments". The item also includes any future impairment gains where the reasons for the previous impairment losses no longer apply.
Equity investments are derecognised from the financial statements when the contractual rights to cash flows deriving from the investment are lost or when the investment is transferred, with the substantial transfer of all related risks and rewards. Gains and losses on the sale of equity investments are charged to the income statement under the item "240 Gains (losses) on equity investments"; gains and losses on the sale of investments other than those measured at equity are charged to the income statement under the item "280 Gains (losses) on sales of investments".
This item includes assets for permanent use, held to generate income, to be leased, or for administrative purposes, such as land, operating property, investment property, technical installations, furniture and fittings and equipment of any nature and works of art.
They also include leasehold improvements to third party assets if they can be separated from the assets in question. If the above costs do not display functional or usefulness-related autonomy, but future economic benefits are expected from them, they are recognised under "other assets" and are depreciated over the shorter period between that of expected usefulness of the improvements in question and the residual duration of the lease. Depreciation is recognised under "Other operating income (expense)".
Property and equipment also include payments on account for the purchase and restructuring of assets not yet part of the production process and therefore not yet subject to depreciation.
"Operating" property and equipment are represented by assets held for the provision of services or for administrative purposes, while property and equipment held for "investment purposes" are those held to collect lease instalments and/or held for capital appreciation.
The item also includes rights of use associated with leased assets and fees for use.
Property and equipment are initially recognised at cost, including all costs directly attributable to installation of the asset.
Extraordinary maintenance costs and costs for improvements leading to actual improvement of the asset, or an increase in the future benefits generated by the asset, are attributed to the reference assets, and are depreciated based on their residual useful life.
Under IFRS 16, leases are accounted for in accordance with the right-of-use model, whereby, at the commencement date, the lessee incurs an obligation to make payments to the lessor for the right to use the underlying asset for the term of the lease. When the asset is made available for use by the lessee, the lessee recognises both the liability and the right-of-use asset.
Following initial recognition, "operating" property and equipment are recognised at cost, less accumulated depreciation, and any impairment losses, in line with the "cost model" illustrated in paragraph 30 of IAS 16. More specifically, property and equipment are systematically depreciated each year based on their estimated useful life, using the straight-line basis method apart from:
For assets acquired during the period, depreciation is calculated on a daily basis from the date of entry into use of the asset. For assets transferred and/or disposed of during the period, depreciation is calculated on a daily basis until the date of transfer and/or disposal.
At the end of each period, if there is any evidence that property or equipment that is not held for investment purposes may have suffered an impairment loss, a comparison is made between its carrying amount and its recoverable value, equal to the higher between the fair value, net of any costs to sell, and the related value in use of the asset, intended as the present value of future cash flows expected from the asset. Any impairment losses are recognised in the income statement under "net impairment losses on property and equipment".
If the reasons that led to recognition of the impairment loss cease to apply, an impairment gain is recognised that may not exceed the value that the asset would have had, net of depreciation calculated in the absence of previous impairment losses.
For investment property, which comes within the scope of application of IAS 40, the measurement is made at the market value determined using independent surveys and the changes in fair value are recognised in the income statement under the item "fair value gains (losses) on property, equipment and intangible assets".
The right-of-use asset, recognised in accordance with IFRS 16, is measured using the cost model under IAS 16 Property, plant and equipment. In this case, the asset is subsequently depreciated and tested for impairment if impairment indicators are present.
Property and equipment is derecognised from the statement of financial position upon disposal thereof or when the asset is permanently withdrawn from use and no future economic benefit is expected from its disposal.
This item includes non-monetary assets without physical substance that satisfy the following requirements:
In the absence of one of the above characteristics, the expense of acquiring or generating the asset internally is recognised as a cost in the year in which it was incurred. Intangible assets include software to be used over several years and other identifiable assets generated by legal or contractual rights.
Goodwill is also included under this item, representing the positive difference between the acquisition cost and fair value of the assets and liabilities acquired as part of a business combination. Specifically, an intangible asset is recognised as goodwill when the positive difference between the fair value of the assets and liabilities acquired and the acquisition cost represents the future capacity of the equity investment to generate profit (goodwill). If this difference proves negative (badwill), or if the goodwill offers no justification of the capacity to generate future profit from the assets and liabilities acquired, it is recognised directly in the income statement.
Intangible assets are systematically amortised from the time of their input into the production process.
With reference to goodwill, on an annual basis (or when impairment is detected), an assessment test is carried out on the adequacy of its carrying amount. For this purpose, the cash-generating unit to which the goodwill is attributed, is identified. The amount of any impairment is determined by the difference between the goodwill carrying amount and its recoverable value, if lower. This recoverable value is equal to the higher amount between the fair value of the cash-generating unit, net of any costs to sell, and its value in use. As stated above, any consequent impairment losses are recognised in the income statement.
An intangible asset is derecognised from the statement of financial position at the time of its disposal and if there are no expected future economic benefits.
Non-current assets or groups of assets for which a disposal process has been initiated and whose sale is considered highly probable are classified under "Non-current assets held for sale and disposal groups". These assets are measured at the lower of their carrying amount and their fair value, net of disposal costs, with the exception of certain types of assets (e.g. financial assets falling within the scope of IFRS 9) for which IFRS 5 specifically requires that the measurement criteria of the relevant accounting standard be applied. Income and expenses (net of the tax effect) relating to groups of assets being disposed of or recognised as such during the period, are shown in the income statement as a separate item.
This item includes Due to banks, Due to customers and Securities issued.
These financial liabilities are initially recognised when the deposits are received or when the debt instruments are issued. Initial recognition is based on the fair value of the liabilities, increased by the costs/income of the transaction directly attributable to the acquisition of the financial instrument.
Costs/income having the previously mentioned characteristics that will be repaid by the creditor or that can be considered as standard internal administrative costs are excluded.
The initial fair value of a financial liability is usually equivalent to the amount collected.
After the initial recognition, the previously mentioned financial liabilities are measured at amortised cost with the effective interest rate method.
The above financial liabilities are derecognised from the statement of financial position when they expire or when they are extinguished. They are derecognised also in the event of repurchase, even temporary, of the previously-issued securities. Any difference between the carrying amount of the extinguished liability and the amount paid is recognised in the income statement, under "Gain (loss) from sales or repurchases of: financial liabilities". If the Group, subsequent to the repurchase, re-places its own securities on the market, said transaction is considered a new issue and the liability is recognised at the new placement price.
In particular, this category of liabilities includes the liabilities originating from technical exposures deriving from security trading activities.
Financial instruments are recognised at the date of their subscription or issue at a value equal to their fair value, without including any transaction costs or income directly attributable to the instruments themselves.
The financial instruments are measured at fair value with recognition of the measurement results in the income statement.
Financial liabilities held for trading are derecognised when the contractual rights on the related cash flows expire or when the financial liability is sold with a substantial transfer of all risks and rewards related to the liabilities.
At the reporting date, the Bank did not hold any "Financial liabilities designated at fair value through profit or loss".
Income taxes, calculated in compliance with prevailing tax regulations, are recognised in the income statement on an accruals basis, in accordance with the recognition in the financial statements of the costs and income that generated them, apart from those referring to the items recognised directly in equity, where the recognition of the tax is made to equity in order to be consistent.
Income taxes are provided for on the basis of a prudential estimate of the current and deferred taxes. More specifically, deferred taxes are determined on the basis of the temporary differences between the carrying amount of assets and liabilities and their tax bases. Deferred tax assets are recognised in the financial statements to the extent that it is probable that they will be recovered based on the Group's ability to continue to generate positive taxable income.
Deferred tax assets and liabilities are accounted for at equity level with open balances and without offsetting entries, recognising the former under "Tax assets" and the latter under "Tax liabilities".
With respect to current taxes, at the level of individual taxes, advances paid are offset against the relevant tax charge, indicating the net balance under "current tax assets" or "current tax liabilities" depending on whether it is positive or negative.
In line with the requirements of IAS 37, provisions for risks and charges cover liabilities, the amount or timing of which is uncertain, related to current obligations (legal or implicit), owing to a past event for which it is likely that financial resources will be used to fulfil the obligation, on condition that an estimate of the amount required to fulfil said obligation can be made at the reporting date. Where the temporary deferral in sustaining the charge is significant, and therefore the extent of the discounting will be significant, provisions are discounted at current market rates.
The provisions are reviewed at the reporting date of the annual financial statements and the interim financial statements and adjusted to reflect the current best estimate. These are recognised under their own items in the income statement in accordance with a cost classification approach based on the "nature" of the cost. Provisions related to future charges for employed personnel relating to the bonus system appear under "personnel expense". The provisions that refer to risks and charges of a tax nature are reported as "income taxes", whereas the provisions connected to the risk of potential losses not directly chargeable to specific items in the income statement are recognised as "net accruals to provisions for risks and charges".
According to the IFRIC, the post-employment benefits can be equated with a post-employment benefit of the "defined-benefit plan" type which, based on IAS 19, is to be calculated via actuarial methods. Consequentially, the end of the year measurement of the item in question is made based on the accrued benefits method using the Projected Unit Credit Method.
This method calls for the projection of the future payments based on historical, statistical, and probabilistic analysis, as well as in virtue of the adoption of appropriate demographic fundamentals. It allows the post-employment benefits vested at a certain date to be calculated actuarially, distributing the expense for all the years of estimated remaining employment of the existing workers, and no longer as an expense to be paid if the company ceases its activity on the reporting date.
The actuarial gains and losses, defined as the difference between the carrying amount of the liability and the present value of the obligation at year end, are recognised in equity.
An independent actuary assesses the post-employment benefits in compliance with the method indicated above.
"Repurchase agreements" that oblige the party selling the relevant assets (for example securities) to repurchase them in the future and the "securities lending" transactions where the guarantee is represented by cash, are considered equivalent to swap transactions and, therefore, the amounts received and disbursed appear in the financial statements as payables and receivables. In particular, the previously mentioned "repurchase agreements" and "securities lending" transactions are recognised in the financial statements as payables for the spot price received, while those for investments are recognised as receivables for the spot price paid. Such transactions do not result in changes in the securities portfolio. Consistently, the cost of funds and the income from the investments, consisting of accrued dividends on the securities and of the difference between the spot price and the forward price thereof, are recognised for the accrual period under interest in the income statement.
Fair value is defined as "the price that would be collected for the sale of an asset or also that would be paid for the transfer of a liability in an orderly transaction between market participants", at a specific measurement date, excluding forced transactions. Underlying the definition of fair value in fact is the presumption that the company is in operation, and that it has no intention or need to liquidate, significantly reduce the volume of its assets, or engage in a transaction at unfavourable terms.
In the case of financial instruments listed on active markets, the fair value is determined based on the deal pricing (official price or other equivalent price on the last stock market trading day of the financial year of reference) of the most advantageous market to which the Group has access. For this purpose, a financial instrument is considered to be listed on an active market if the quoted prices are readily and regularly available from a price list, trader, intermediary, industrial sector, agencies that determine prices, or regulatory authority and said prices represent actual market transactions that regularly take place in normal dealings.
In the absence of an active market, the fair value is determined using measurement techniques generally accepted in financial practice, aimed at establishing what price the financial instrument would have had, on the valuation date, in a free exchange between knowledgeable and willing parties. Such measurement techniques require, in the hierarchical order in which they are presented, the use:
Based on the foregoing considerations and in compliance with the IFRS, the Group classifies the measurements at fair value based on a hierarchy of levels that reflects the significance of the inputs used in the measurements. The following levels are noted:
▪ Level 1 - prices (without adjustments) reported on an active market: the measurements of the financial instruments quoted on an active market based on quotations that can be understood from the market;
▪ Level 2 - the measurement is not based on prices of the same financial instrument subject to measurement, but on prices or credit spreads obtained from the official prices of essentially similar instruments in terms of risk factors, by using a given calculation method (pricing model). The use of this approach translates to the search for transactions present on active markets, relating to instruments that, in terms of risk factors, are comparable with the instrument subject to measurement.
The calculation methods (pricing models) used in the comparable approach make it possible to reproduce the prices of financial instruments quoted on active markets (model calibration) without including discretionary parameters - i.e. parameters whose value cannot be obtained from the prices of financial instruments present on active markets or cannot be fixed at levels as such to replicate prices present on active markets - which may influence the final valuation price in a decisive manner.
▪ Level 3 - inputs that are not based on observable market data: the measurements of financial instruments not quoted on an active market, based on measurement techniques that use significant inputs that are not observable on the market, involving the adoption of estimates and assumptions by management (prices supplied by the issuing counterparty, taken from independent surveys, prices corresponding to the fraction of the equity held in the company or obtained using measurement models that do not use market data to estimate significant factors that condition the fair value of the financial instrument). This level includes measurements of financial instruments at cost price.
A business combination involves the combination of separate companies or business activities in a single party who has to draft the financial statements. A business combination may give rise to an investment relationship between the parent (acquirer) and the subsidiary (acquired). A combination may also provide for the acquisition of the net assets of another entity, including any goodwill, or the acquisition of another entity's capital (mergers and contributions). Based on the provisions of IFRS 3, business combinations must be accounted for by applying the acquisition method, which comprises the following phases:
More specifically, the cost of a business combination must be determined as the total fair value as at the date of exchange of the assets transferred, liabilities incurred or assumed, equity-linked instruments issued by the acquirer in exchange for control of the acquired company and all costs directly attributable to the business combination.
The acquisition date is the date on which control over the acquired company is actually obtained. If the acquisition is completed through a single transfer, the date of the transfer will be the acquisition date.
If the business combination is carried out through several transfers:
company's financial statements), whereas the acquisition date is the one on which control is obtained over the acquired company.
The cost of a business combination is assigned by recognising the assets, liabilities and potential liabilities that are identifiable in the acquired company, at the relevant fair values at the date of acquisition.
The assets, liabilities and potential liabilities that can be identified in the acquired company are recognised separately on the acquisition date only if, on this date, they meet the following criteria:
The positive difference between the cost of the business combination and the acquiring company's profit sharing at the fair value net of the assets, liabilities and identifiable potential liabilities, must be accounted for as goodwill.
After the initial recognition, the goodwill acquired in a business combination is measured at the relevant cost and is submitted to an impairment test at least once a year.
If the difference is negative, a new measurement is made. This negative difference, if confirmed, is recognised immediately as income in the income statement.
No financial instruments were transferred between portfolios.
No financial assets were reclassified.
No financial assets held for trading were transferred.
Please refer to the accounting policies.
The carrying amount was assumed as a reasonable approximation of the fair value.
The following fair value hierarchy was used in order to prepare the condensed interim consolidated financial statements:
▪ Level 1 - Effective market quotes
The valuation is the market price of said financial instrument subject to valuation, obtained on the basis of quotes expressed by an active market.
The item is not applicable for the Group.
Cash and cash equivalents - Item 10
| 30.06.2019 | 31.12.2018 | ||
|---|---|---|---|
| a. Cash | 342 | 289 | |
| b. Demand deposits with Central Banks | - | - | |
| Total | 342 | 289 |
Financial assets measured at fair value through other comprehensive income - Item 30
| 30.06.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|
| L1 | L2 | L3 | L1 | L2 | L3 | ||
| 1. Debt instruments | 354,364 | - | - | 298,292 | - | - | |
| 1.1 Structured instruments | - | - | - | - | - | - | |
| 1.2 Other debt instruments | 354,364 | - | - | 298,292 | - | - | |
| 2. Equity instruments | 1,166 | - | 5,000 | 1,177 | - | 5,000 | |
| 3. Financing | - | - | - | - | - | - | |
| Total | 355,530 | - | 5,000 | 299,469 | - | 5,000 |
Key:
L1 = Level 1
L2 = Level 2 L3 = Level 3
| 31.12.2018 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying amount | Fair value | Carrying amount | Fair value | |||||||||
| First and second stage |
Third stage |
of which: purchased or originated credit impaired |
L1 | L2 | L3 | First and second stage |
Third stage |
of which: purchased or originated credit impaired |
L1 | L2 | L3 | |
| A. Loans and receivables with Central Banks | 5,090 | - | - | - | - | 5,090 | 12,460 | - | - | 12,460 | ||
| 1. Term deposits | - | - | - | x | x | X | - | - | - | x | x | X |
| 2. Minimum reserve | 5,027 | - | - | x | x | X | 12,437 | - | - | x | x | X |
| 3. Reverse repurchase agreements | - | - | - | x | x | X | - | - | - | x | x | X |
| 4. Other | 63 | - | - | x | x | X | 23 | - | - | x | x | X |
| B. Loans and receivables with banks | 42,202 | - | - | - | - | 41,972 | 44,401 | - | - | - | - | 44,401 |
| 1. Financing | 42,202 | - | - | - | - | 41,972 | 44,401 | - | - | - | - | 44,401 |
| 1.1 Current accounts and demand deposits | 32,153 | - | - | x | x | X | 24,213 | - | - | x | x | X |
| 1.2. Term deposits | 10,003 | - | - | x | x | X | 19,996 | - | - | x | x | X |
| 1.3. Other financing: | 46 | - | - | x | x | X | 192 | - | - | x | x | X |
| - Reverse repurchase agreements | - | - | - | x | x | X | - | - | - | x | x | X |
| - Finance leases | - | - | - | x | x | X | - | - | - | x | x | X |
| - Other | 46 | - | - | x | x | X | 192 | - | - | x | x | X |
| 2. Debt instruments | - | - | - | - | - | - | - | - | - | - | - | - |
| 2.1 Structured instruments | - | - | - | - | - | - | - | - | - | - | - | - |
| 2.2 Other debt instruments | - | - | - | - | - | - | - | - | - | - | - | - |
| Total | 47,292 | - | - | - | - | 47,062 | 56,861 | - | - | - | - | 56,861 |
Key:
L1 = Level 1
L2 = Level 2
L3 = Level 3
| 30.06.2019 | 31.12.2018 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying amount | Fair value | Carrying amount | Fair value | |||||||||
| First and second stage |
Third stage |
of which: purchased or originated credit impaired |
L1 | L2 | L3 | First and second stage |
Third stage |
of which: purchased or originated credit impaired |
L1 | L2 | L3 | |
| Financing | 2,421,311 | 202,657 | 22,675 | - | - | 2,666,813 | 2,098,425 | 195,995 | 25,776 | - | - | 2,294,420 |
| 1.1. Current accounts | 21,426 | 52 | - | X | X | X | 23,248 | 70 | - | X | X | X |
| 1.2. Reverse repurchase agreements | - | - | - | X | X | X | - | - | - | X | X | X |
| 1.3. Loans | 12,021 | 2,944 | - | X | X | X | 27,602 | 8,470 | - | X | X | X |
| 1.4. Credit cards, personal loans and | ||||||||||||
| salary- and pension-backed loans | 735,349 | 269 | - | X | X | X | 636,134 | 291 | - | X | X | X |
| 1.5. Finance leases | - | - | - | X | X | X | - | - | - | X | X | X |
| 1.6. Factoring | 1,022,765 | 185,732 | 22,675 | X | X | X | 974,942 | 176,942 | 25,776 | X | X | X |
| 1.7. Other financing | 629,750 | 13,660 | - | X | X | X | 436,499 | 10,222 | - | X | X | X |
| Debt instruments | 435,284 | - | - | 434.558 | - | - | 435,411 | - | - | 435,411 | - | - |
| 1.1. Structured instruments | - | - | - | - | - | - | - | - | - | - | - | - |
| 1.2. Other debt instruments | 435,284 | - | - | 434.558 | - | - | 435,411 | - | - | 435,411 | - | - |
| Total | 2,856,595 | 202,657 | 22,675 | 434.558 | - | 2,666,813 | 2,533,836 | 195,995 | 25,776 | 435,411 | 0 | 2,294,420 |
Key:
L2 = Level 2 L3 = Level 3
Financial assets measured at amortised cost: breakdown by debtor/issuer of the loans and receivables with customers
| 30.06.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|
| First and second stage |
Third stage |
of which: purchased or originated credit-impaired assets |
First and second stage |
Third stage |
of which: purchased or originated credit-impaired assets |
||
| 1. Debt instruments | 435,284 | - | - | 435,411 | - | - | |
| a) Public administrations | 435,284 | - | - | 435,411 | - | - | |
| b) Other financial companies | - | - | - | - | - | - | |
| of which: insurance companies | - | - | - | - | - | - | |
| c) Non-financial companies | - | - | - | - | - | - | |
| 2. Financing to: | 2,421,311 | 202,657 | 22,675 | 2,098,425 | 195,995 | 25,776 | |
| a) Public administrations | 1,301,412 | 137,732 | 22,675 | 1,068,192 | 139,952 | 25,776 | |
| b) Other financial companies | 75,904 | 2 | - | 43,429 | 1 | - | |
| of which: insurance companies | 10 | 2 | - | 4 | 1 | - | |
| c) Non-financial companies | 273,297 | 61,654 | - | 306,520 | 52,484 | - | |
| d) Households | 770,698 | 3,269 | - | 680,284 | 3,558 | - | |
| Total | 2,856,595 | 202,657 | 22,675 | 2,533,836 | 195,995 | 25,776 |
L1 = Level 1
| Gross amount | Total impairment losses | |||||||
|---|---|---|---|---|---|---|---|---|
| First stage |
of which instruments with low credit risk |
Second stage |
Third stage |
First stage |
Second stage |
Third stage |
Overall partial write-offs (*) |
|
| Debt instruments | 435,389 | - | - | - | 106 | - | - | - |
| Financing | 2,361,146 | - | 114,250 | 236,319 | 6,207 | 585 | 33,662 | - |
| Total | 2,796,535 | - | 114,250 | 236,319 | 6,313 | 585 | 33,662 | - |
| of which: purchased or originated | ||||||||
| credit-impaired financial assets | X | X | 16,817 | 6,038 | X | 50 | 130 | - |
| Registered office |
Interest % |
% of votes available |
|
|---|---|---|---|
| A. Fully-controlled companies | |||
| 1. S.F. Trust Holdings Ltd | London | 100% | 100% |
| 2. Largo Augusto Servizi e Sviluppo S.r.l. | Milan | 100% | 100% |
| 3. ProntoPegno S.p.A. | Milan | 100% | 100% |
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| A. Opening balance | 786 | 1,190 |
| B. Increases | - | 1,785 |
| B.1 Purchases | - | 1,777 |
| B.2 Impairment gains | - | - |
| B.3 Revaluations | - | - |
| B.4 Other increases | - | 8 |
| C. Decreases | 786 | 2,189 |
| C.1 Sales | 786 | - |
| C.2 Impairment losses | - | - |
| C.3 Write-offs | - | - |
| C.4 Other decreases | - | 2,189 |
| D. Closing balance | - | 786 |
| E. Total revaluations | - | - |
| F. Total impairment losses | - | - |
Property and equipment - Item 90
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| 1. Owned | 27,759 | 27,910 |
| a) land | 8,416 | 8,416 |
| b) buildings | 18,571 | 18,660 |
| c) furniture | 337 | 369 |
| d) electronic equipment | 391 | 436 |
| e) other | 44 | 29 |
| 2. Right-of-use assets acquired under a lease | 1,772 | - |
| a) land | - | - |
| b) buildings | 1,132 | - |
| c) furniture | - | - |
| d) electronic equipment | - | - |
| e) other | 640 | - |
| Total | 29,531 | 27,910 |
of which: obtained from the enforcement of guarantees received
| TOTAL AT 30.06.2019 | TOTAL AT 31.12.2018 | ||||
|---|---|---|---|---|---|
| Attività / Valori | FINITE INDEFINITE USEFUL LIFE USEFUL LIFE |
FINITE USEFUL LIFE |
INDEFINITE USEFUL LIFE |
||
| A.1 Goodwill | - | 3,920 | X | 1,786 | |
| A.2 Other intangible assets | 2 | - | 2 | - | |
| A.2.1 Assets measured at cost: | 2 | - | 2 | - | |
| a) Internally developed assets | - | - | - | - | |
| b) Other | 2 | - | 2 | - | |
| A.2.2 Assets measured at fair value: | - | - | - | - | |
| a) Internally developed assets | - | - | - | - | |
| b) Other | - | - | - | - | |
| Total 2 |
3,920 | 2 | 1,786 |
Other assets - Item 130
| 30.06.2019 | 31.12.2018 | ||
|---|---|---|---|
| Tax advances | 5,733 | 7,523 | |
| Other | 2,859 | 2,235 | |
| Prepayments not related to a specific item | 4,691 | 1,711 | |
| Work in progress | 1,150 | 896 | |
| Trade receivables | 1,059 | 616 | |
| Leasehold improvements | 214 | 256 | |
| Security deposits | 87 | 80 | |
| Total | 15,793 | 13,317 |
| 30.06.2019 | 31.12.2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fair value Carrying |
Carrying | Fair value | ||||||
| amount | L1 | L2 | L3 | amount | L1 | L2 | L3 | |
| 1. Due to Central banks | 417,850 | X | X | X | 412,850 | X | X | X |
| 2. Due to banks | 109,540 | X | X | X | 282,347 | X | X | X |
| 2.1 Current accounts and demand deposits | 25 | X | X | X | 53 | X | X | X |
| 2.2 Term deposits | 109,515 | X | X | X | 282,294 | X | X | X |
| 2.3 Financing | - | X | X | X | - | X | X | X |
| 2.3.1 Repurchase agreements | - | X | X | X | - | X | X | X |
| 2.3.2 Other | - | X | X | X | - | X | X | X |
| 2.4 Commitments to repurchase | ||||||||
| own equity instruments | - | X | X | X | - | X | X | X |
| 2.5 Lease liabilities | - | X | X | X | - | X | X | X |
| 2.6 Other payables | - | X | X | X | - | X | X | X |
| Total 527,390 |
695,197 | 695,197 |
| 30.06.2019 | 31.12.2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Carrying | Fair value | Carrying | Fair value | |||||
| amount | L1 | L2 | L3 | amount | L1 | L2 | L3 | |
| 1. Current accounts and demand deposits | 586,490 | X | X | X | 657,251 | X | X | X |
| 2. Term deposits | 1,226,374 | X | X | X | 957,862 | X | X | X |
| 3. Financing | 604,592 | X | X | X | 283,244 | X | X | X |
| 3.1 Repurchase agreements | 500,747 | X | X | X | 179,819 | X | X | X |
| 3.2 Other | 103,845 | X | X | X | 103,425 | X | X | X |
| 4. Commitments to repurchase own | ||||||||
| equity instruments | - | X | X | X | - | X | X | X |
| 5. Lease liabilities | - | X | X | X | - | X | X | X |
| 6. Other payables | 160 | X | X | X | 199 | X | X | X |
| Total | 2,417,616 | 2,417,616 | 1,898,556 | 1,898,556 |
Key:
CA = carrying amount
L1 = Level 1
L2 = Level 2 L3 = Level 3
| 30.06.2019 | 31.12.2018 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Fair value | Fair value | ||||||||
| Carrying amount |
L1 | L2 | L3 | Carrying amount |
L1 | L2 | L3 | ||
| A. Securities | |||||||||
| 1. Bonds | 312,893 | - | - | 312,893 | 304,987 | - | - | 304,987 | |
| 1.1 structured | - | - | - | - | - | - | - | - | |
| 1.2 other | 312,893 | - | - | 312,893 | 304,987 | - | - | 304,987 | |
| 2. Other securities | |||||||||
| 2.1 structured | - | - | - | - | - | - | - | - | |
| 2.2 other | - | - | - | - | - | - | - | - | |
| Total | 312,893 | - | - | 312,893 | 304,987 | - | - | 304,987 |
| ISSUER | TYPE OF ISSUE | COUPON | MATURITY DATE |
NOMINAL AMOUNT |
IFRS AMOUNT |
|
|---|---|---|---|---|---|---|
| Tier 1 Capital | Banca Sistema S.p.A. |
Tier 1 subordinated loans with mixed rate |
Until 17 June 2023, fixed rate at 7% From 18 June 2023, 6-month Euribor +5% variable rate |
Perpetual | 8,000 | 8,014 |
| Tier 2 Capital | Banca Sistema S.p.A. |
Subordinated ordinary loans (Tier 2) |
6-month Euribor + 5.5% | 15.11.2022 | 12,000 | 12,079 |
| Tier 2 Capital | Banca Sistema S.p.A. |
Subordinated ordinary loans (Tier 2) |
6-month Euribor + 4.5% | 30.03.2027 | 19,500 | 19,501 |
| Tier 2 Capital | Banca Sistema S.p.A. |
Subordinated ordinary loans (Tier 2) |
Fixed rate at 7% | 20.06.2029 | 6,000 | 6,043 |
| Total | 39,500 | 45,638 |
Key:
CA = carrying amount
L1 = Level 1
L2 = Level 2 L3 = Level 3
| 30.06.2019 | 31.12.2018 | ||
|---|---|---|---|
| Payments received in the reconciliation phase | 47,430 | 37,777 | |
| Trade payables | 7,277 | 6,163 | |
| Work in progress | 7,019 | 4,761 | |
| Tax liabilities with the Tax Authority and other tax authorities | 6,415 | 9,267 | |
| Accrued expenses | 4,427 | 5,993 | |
| Other | 3,141 | 226 | |
| Due to employees | 1,583 | 797 | |
| Pension repayments | 521 | 654 | |
| Total | 77,813 | 65,638 |
Post-employment benefits - Item 90
| 30.06.2019 | 31.12.2018 | |||
|---|---|---|---|---|
| A. Opening balance | 2,402 | 2,172 | ||
| B. Increases | 732 | 460 | ||
| B.1 Accruals | 278 | 460 | ||
| B.2 Other increases | 236 | - | ||
| B.3 Business combination transactions | 218 | - | ||
| C. Decreases | 160 | 230 | ||
| C.1 Payments | 160 | 196 | ||
| C.2 Other decreases | - | 34 | ||
| D. Closing balance | 2,974 | 2,402 | ||
| Total | 2,974 | 2,402 | ||
| Annual discount rate | 0.77% | |||
| Annual inflation rate | 1.50% for 2019 | |||
| Annual post-employment benefits increase rate | 2.625% for 2019 |
Annual real salary increase rate 1.00%
The discount rate used for determining the present value of the obligation was calculated, pursuant to IAS 19.83, from the Iboxx Corporate AA index with 10+ duration during the valuation month.
To this end, a choice was made to select the yield with a duration comparable to the duration of the set of workers subject to valuation.
Provisions for risks and charges - Item 100
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| 1. Provisions for credit risk related to commitments and financial guarantees issued | 12 | 7 |
| 2. Provisions for other commitments and other guarantees issued | - | - |
| 3. Internal pension funds | - | - |
| 4. Other provisions for risks and charges | 12,178 | 9,286 |
| 4.1 legal and tax disputes | 4,364 | 3,029 |
| 4.2 personnel expense | 5,046 | 6,211 |
| 4.3 other | 2,768 | 46 |
| Total | 12,190 | 9,293 |
| PROVISIONS FOR OTHER COMMITMENTS AND OTHER GUARANTEES ISSUED |
PENSION FUNDS |
OTHER PROVISIONS |
TOTAL | |
|---|---|---|---|---|
| A. Opening balance | 7 | - | 9,286 | 9,293 |
| B. Increases | 5 | - | 5,074 | - |
| B.1 Accruals | 5 | - | 2,893 | - |
| B.2 Discounting | - | - | - | - |
| B.3 Changes due to discount rate changes | - | - | - | - |
| B.4 Other increases | - | - | - | |
| B.5 Business combination transactions | - | - | 2,181 | - |
| C. Decreases | - | - | 2,182 | - |
| C.1 Utilisations | - | - | 1,693 | - |
| C.2 Changes due to discount rate changes | - | - | - | - |
| C.3 Other decreases | - | - | 489 | - |
| D. Closing balance | 12 | - | 12,178 | 12,190 |
The share capital of Banca Sistema is composed of 80,421,052 ordinary shares with a nominal amount of € 0.12 for a total paid-in share capital of € 9,651 thousand. All outstanding shares have regular dividend entitlement from 1 January. Based on evidence from the
Shareholders' Register and more recent information available, as at 30 June 2019 the shareholders with stakes of more than 5%, the threshold above which Italian law (art. 120 of the Consolidated Law on Finance) requires disclosure to the investee and Consob, were as follows:
| SHAREHOLDERS | % HELD | |
|---|---|---|
| SGBS S.r.l. | 23.10% | |
| Garbifin S.r.l. | 0.51% | |
| Fondazione Sicilia | 7.40% | |
| Fondazione Cassa di Risparmio di Alessandria | 7.91% | |
| Market | 61.08% |
The Group does not hold treasury shares of the ultimate parent.
The breakdown of equity attributable to the owners of the parent is shown below:
| AMOUNT 30.06.2019 |
AMOUNT 31.12.2018 |
||
|---|---|---|---|
| 1. Share capital | 9,651 | 9,651 | |
| 2. Share premium | 39,142 | 39,184 | |
| 3. Reserves | 98,872 | 78,452 | |
| 4. (Treasury shares) | (199) | (199) | |
| 5. Valuation reserves | (211) | (1,131) | |
| 6. Equity attributable to non-controlling interests | 30 | 30 | |
| 7. Profit for the period/year | 11,170 | 27,167 | |
| 158,455 Total |
153,154 |
For changes in reserves, please refer to the statement of changes in equity.
| Breakdown of item 210 "Equity attributable to non-controlling interests" | |
|---|---|
| Quinto Sistema 2019 S.r.l. | 30.06.2019 |
| Equity investments in consolidated companies with significant non-controlling interests | |
| 1. Share capital | 10 |
| Total | 10 |
| Quinto Sistema 2017 S.r.l. Equity investments in consolidated companies with significant non-controlling interests |
30.06.2019 |
| 1. Share capital | 10 |
| Total | 10 |
| Atlantis Spv S.r.l. | 30.06.2019 |
| Equity investments in consolidated companies with significant non-controlling interests |
Equity attributable to non-controlling interests - Item 190
| 1. Share capital | 10 | |
|---|---|---|
| Total | 10 |
| Debt instruments |
Financing | Other transactions |
First half of 2019 |
First half of 2018 |
|
|---|---|---|---|---|---|
| 1. Financial assets measured at fair value | |||||
| through profit or loss: | - | - | - | - | 76 |
| 1.1 Financial assets held for trading |
- | - | - | - | 76 |
| 1.2 Financial assets designated at fair value |
|||||
| through profit or loss | - | - | - | - | - |
| 1.3 Other financial assets mandatorily measured |
|||||
| at fair value through profit or loss | - | - | - | - | - |
| 2. Financial assets measured at fair value | |||||
| through other comprehensive income | - | - | X | - | - |
| 3. Financial assets measured at amortised cost: | 399 | 46,638 | - | 47,037 | 44,100 |
| 3.1 Loans and receivables with banks | - | 88 | X | 88 | 18 |
| 3.2 Loans and receivables with customers | 399 | 46,550 | X | 46,949 | 44,082 |
| 4. Hedging derivatives | X | X | - | - | - |
| 5. Other assets | X | X | - | - | - |
| 6. Financial liabilities | X | X | X | 1,538 | 538 |
| Total | 399 | 46,638 | - | 48,575 | 44,714 |
| of which: interest income on impaired assets | - | - | - | - | - |
| of which: interest income on finance leases | - | - | - | - | - |
| Liabilities Securities | Other transactions |
First half of 2019 |
First half of 2018 |
||
|---|---|---|---|---|---|
| 1. Financial liabilities measured at amortised cost | 10,289 | 3,808 | - | 14,097 | 11,353 |
| 1.1 Due to Central banks | - | X | - | - | - |
| 1.2 Due to banks | 330 | X | - | 330 | 1,678 |
| 1.3 Due to customers | 9,959 | X | - | 9,959 | 6,450 |
| 1.4 Securities issued | X | 3,808 | - | 3,808 | 3,225 |
| 2. Financial liabilities held for trading | - | - | - | - | - |
| 3. Financial liabilities designated at fair value through profit or loss | - | - | - | - | - |
| 4. Other liabilities and provisions | X | X | - | - | - |
| 5. Hedging derivatives | X | X | - | - | - |
| 6. Financial assets | X | X | X | 9 | 753 |
| Total | 10,289 | 3,808 | - | 14,106 | 12,106 |
| of which: interest expense related to lease liabilities | 11 | - | - | - | - |
| FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
||
|---|---|---|---|
| a) guarantees issued | 13 | 17 | |
| b) credit derivatives | - | - | |
| c) management, brokerage and consultancy services: | 58 | 96 | |
| 1. trading in financial instruments | - | - | |
| 2. foreign currency transactions | - | - | |
| 3. individual asset management | 4 | - | |
| 4. securities custody and administration | - | - | |
| 5. depositary services | - | - | |
| 6. placement of securities | 33 | 53 | |
| 7. order collection and transmission | 21 | 43 | |
| 8. consultancy services | - | - | |
| 8.1. on investments | - | - | |
| 8.2. on financial structure | - | - | |
| 9. distribution of third party services | - | - | |
| 9.1. asset management | - | - | |
| 9.1.1. individual | - | - | |
| 9.1.2. collective | - | - | |
| 9.2. insurance products | - | - | |
| 9.3. other products | - | - | |
| d) collection and payment services | 51 | 153 | |
| e) services for securitisations | - | - | |
| f) services for factoring | 9,332 | 7,478 | |
| g) tax collection services | - | - | |
| h) management of multilateral trading facilities | - | - | |
| i) keeping and management of current accounts | 33 | 55 | |
| j) other services | 1,526 | 632 | |
| Total | 11,013 | 8,431 |
| FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
||
|---|---|---|---|
| a) guarantees received | - | - | |
| b) credit derivatives | - | - | |
| c) management and brokerage services: | 1,187 | 282 | |
| 1. trading in financial instruments | 40 | 37 | |
| 2. foreign currency transactions | - | - | |
| 3. asset management | - | - | |
| 3.1 own portfolio | - | - | |
| 3.2 third party portfolios | - | - | |
| 4. securities custody and administration | - | - | |
| 5. placement of financial instruments | - | - | |
| 6. off-premises distribution of securities, products and services | 1,147 | 245 | |
| d) collection and payment services | 101 | 73 | |
| e) other services | 1,551 | 717 | |
| Total | 2,839 | 1,072 |
Dividends and similar income - Item 70
| FIRST HALF OF 2019 | FIRST HALF OF 2018 | |||
|---|---|---|---|---|
| Dividends | Similar income |
Dividends | Similar income |
|
| A. Financial assets held for trading | - | - | - | - |
| B. Other financial assets mandatorily measured at fair value through profit or loss | - | - | - | - |
| C. Financial assets measured at fair value through other comprehensive income | 227 | - | 227 | - |
| D. Equity investments | - | - | - | - |
| Total | 227 | - | 227 | - |
| GAINS (A) |
TRADING INCOME (B) |
LOSSES (C) |
TRADING LOSSES (D) |
NET TRADING INCOME [(A+B) - (C+D)] |
|
|---|---|---|---|---|---|
| 1. Financial assets held for trading | - | 220 | - | (5) | 215 |
| 1.1 Debt instruments | - | 220 | - | (5) | 215 |
| 1.2 Equity instruments | - | - | - | - | - |
| 1.3 OEIC units | - | - | - | - | - |
| 1.4 Financing | - | - | - | - | - |
| 1.5 Other | - | - | - | - | - |
| 2. Financial liabilities held for trading | - | - | - | - | - |
| 2.1 Debt instruments | - | - | - | - | - |
| 2.2 Payables | - | - | - | - | - |
| 2.3 Other | - | - | - | - | - |
| 3. Other financial assets and liabilities: | |||||
| exchange rate gains (losses) | X | X | X | X | (4) |
| 4. Derivatives | - | - | - | - | - |
| 4.1 Financial derivatives: | - | - | - | - | - |
| - On debt instruments and interest rates | - | - | - | - | - |
| - On equity instruments and equity indexes | - | - | - | - | - |
| - On currencies and gold | X | X | X | X | - |
| - Other | - | - | - | - | - |
| 4.2 Credit derivatives | - | - | - | - | - |
| of which: natural hedges connected | |||||
| to the fair value option | X | X | X | X | - |
| Total | - | 220 | - | (5) | 211 |
Gain from sales or repurchases - Item 100
Gain from sales or repurchases: breakdown
| FIRST HALF OF 2019 | FIRST HALF OF 2018 | |||||
|---|---|---|---|---|---|---|
| Gain | Loss | Net gain | Gain | Loss | Net gain | |
| A. Financial assets | - | - | - | - | - | - |
| 1. Financial assets measured at amortised cost: | - | - | - | - | - | - |
| 1.1 Loans and receivables with banks | - | - | - | - | - | - |
| 1.2 Loans and receivables with customers | - | - | - | - | - | - |
| 2. Financial assets measured at fair value through | ||||||
| other comprehensive income | 1,074 | (67) | 1,007 | 1,252 | (320) | 932 |
| 2.1 Debt instruments | 1,074 | (67) | 1,007 | 1,252 | (320) | 932 |
| 2.4 Financing | - | - | - | - | - | - |
| Total assets | 1,074 | (67) | 1,007 | 1,252 | (320) | 932 |
Net impairment losses/gains due to credit risk - Item 130
Net impairment losses due to credit risk related to financial assets measured at amortised cost: breakdown
| Impairment losses (1) | Impairment gains (2) | ||||||
|---|---|---|---|---|---|---|---|
| First and | Third stage | First and | Third | First half of 2019 |
First half of 2018 |
||
| second stage | Write-offs | Other | second stage | stage | |||
| A. Loans and receivables with banks | - | - | - | 8 | - | (8) | - |
| - financing | - | - | - | 8 | - | (8) | - |
| - debt instruments | - | - | - | - | - | - | - |
| of which: purchased or originated | |||||||
| credit-impaired loans and receivables | - | - | - | - | - | - | - |
| B. Loans and receivables with customers: | 592 | - | 4,534 | 310 | 48 | 4,768 | 2,939 |
| - financing | 521 | - | 4,534 | 310 | 48 | 4,697 | 2,880 |
| - debt instruments | 71 | - | - | - | - | 71 | 59 |
| of which: purchased or originated | |||||||
| credit-impaired loans and receivables | - | - | - | - | - | - | - |
| C. Total | 592 | - | 4,534 | 318 | 48 | 4,760 | 2,939 |
| FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
|
|---|---|---|
| 1) Employees | 9,641 | 8,910 |
| a) wages and salaries | 5,992 | 5,479 |
| b) social security charges | 1,481 | 1,317 |
| c) post-employment benefits | - | - |
| d) pension costs | - | - |
| e) accrual for post-employment benefits | 360 | 323 |
| f) accrual for pension and similar provisions: | - | - |
| - defined contribution plans | - | - |
| - defined benefit plans | - | - |
| g) payments to external supplementary pension funds: | 156 | 156 |
| - defined contribution plans | 156 | 156 |
| - defined benefit plans | - | - |
| h) costs of share-based payment plans | - | - |
| i) other employee benefits | 1,652 | 1,635 |
| 2) Other personnel | 246 | 173 |
| 3) Directors and statutory auditors | 588 | 477 |
| 4) Retired personnel | - | - |
| 5) Recovery of costs for employees of the Bank seconded to other entities | - | - |
| 6) Reimbursement of costs for employees of other entities seconded to the Bank | - | - |
| Total 10,475 |
9,560 |
| FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
|
|---|---|---|
| IT expenses | 2,678 | 2,304 |
| Consultancy | 1,979 | 1,737 |
| Resolution Fund | 1,146 | 942 |
| Servicing and collection activities | 1,300 | 1,539 |
| Indirect taxes and duties | 939 | 1,158 |
| Rent and related fees | 414 | 1,034 |
| Expense reimbursement and entertainment | 352 | 352 |
| Car hire and related fees | 282 | 425 |
| Insurance | 219 | 194 |
| Advertising | 282 | 199 |
| Membership fees | 178 | 210 |
| Expenses related to management of the SPVs | 162 | 241 |
| Audit fees | 138 | 160 |
| Infoprovider expenses | 145 | 135 |
| Other | 149 | 179 |
| Telephone and postage expenses | 82 | 101 |
| Maintenance of movables and real properties | 41 | 56 |
| Stationery and printing | 19 | 29 |
| Discretionary payments | 4 | 10 |
| Administrative expenses - Atlantide | 477 | - |
| Merger-related costs | 365 | - |
| Total | 11,351 | 11,005 |
Income taxes - Item 300
| FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
||
|---|---|---|---|
| 1. | Current taxes (-) | (5,541) | (4,453) |
| 2. | Changes in current taxes of previous periods (+/-) | 852 | (26) |
| 3. | Decrease in current taxes for the period (+) | - | - |
| 3.bis Decrease in current taxes for the period due to tax assets pursuant | |||
| to Law no. 214/2011 (+) | - | - | |
| 4. | Changes in deferred tax assets (+/-) | (563) | (468) |
| 5. | Changes in deferred tax liabilities (+/-) | 92 | (817) |
| 6. | Tax expense for the period (-) (-1+/-2+3+/-4+/-5) | (5,160) | (5,764) |
| Earnings per share (EPS) | FIRST HALF OF 2019 |
FIRST HALF OF 2018 |
|---|---|---|
| Profit for the period (thousands of Euro) | 10,900 | 11,777 |
| Average number of outstanding shares | 80,316,391 | 80,352,313 |
| Basic earnings per share (basic EPS) (in Euro) | 0.136 | 0.147 |
| Diluted earnings per share (diluted EPS) (in Euro) | 0.136 | 0.147 |
After approval at the Shareholders' Meeting held on 18 April 2019, a dividend was distributed equal to € 0.087 per share, from 8 May 2019, with ex coupon date on 6 May 2019.
| Own funds and capital ratios | |
|---|---|
Own funds Quantitative disclosure
| 30.06.2019 | |
|---|---|
| A. Common Equity Tier 1 (CET1) before application of prudential filters | 155,651 |
| of which CET 1 instruments covered by transitional measures | - |
| B. CET1 prudential filters (+/-) | - |
| C. CET1 including items to be deducted and the effects of the transitional regime (A+/-B) | 155,651 |
| D. Items to be deducted from CET1 | 3,922 |
| E. Transitional regime - Impact on CET (+/-) | - |
| F. Total Common Equity Tier 1 (CET1) (C-D+/-E) | 151,729 |
| G. Additional Tier 1 (AT1) including items to be deducted and the effects of the transitional regime | 8,000 |
| of which AT1 instruments covered by transitional measures | - |
| H. Items to be deducted from AT1 | - |
| I. Transitional regime - Impact on AT1 (+/-) | - |
| L. Total Additional Tier 1 (AT1) (G-H+/-I) | 8,000 |
| M. Tier 2 (T2) including items to be deducted and the effects of the transitional regime | 33,609 |
| of which T2 instruments covered by transitional measures | - |
| N. Items to be deducted from T2 | - |
| O. Transitional regime - Impact on T2 (+/-) | - |
| P. Total Tier 2 (T2) (M-N+/-O) | 33,609 |
| Q. Total Own Funds (F+L+P) | 193,338 |
| UNWEIGHTED AMOUNTS |
WEIGHTED AMOUNTS/REQUIREMENTS |
|||
|---|---|---|---|---|
| 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | |
| A. EXPOSURES | ||||
| A.1 Credit and counterparty risk | 4,218,994 | 3,577,376 | 1,253,689 | 1,160,521 |
| 1. Standardised approach | 4,218,994 | 3,577,376 | 1,253,689 | 1,160,521 |
| 2. Internal ratings based approach | - | - | - | - |
| 2.1 Basic | - | - | - | - |
| 2.2 Advanced | - | - | - | - |
| 3. Securitisations | - | - | - | - |
| B. CAPITAL REQUIREMENTS | ||||
| B.1 Credit and counterparty risk | 100,295 | 92,842 | ||
| B.2 Credit assessment adjustment risk | 4 | 0 | ||
| B.3 Settlement risk | - | - | ||
| B.4 Market risk | 0 | - | ||
| 1. Standard approach | 0 | - | ||
| 2. Internal models | - | - | ||
| 3. Concentration risk | - | - | ||
| B.5 Operational risk | 12,522 | 12,522 | ||
| 1. Basic indicator approach | 12,522 | 12,522 | ||
| 2. Standardised approach | - | - | ||
| 3. Advanced measurement approach | - | - | ||
| B.6 Other calculation elements | - | - | ||
| B.7 Total prudential requirements | 112,821 | 105,363 | ||
| C. EXPOSURES AND CAPITAL RATIOS | 1,410,259 | 1,317,043 | ||
| C.1 Risk-weighted assets | 1,410,259 | 1,317,043 | ||
| C.2 CET1 capital/risk-weighted assets (CET1 Capital Ratio) | 10.8% | 11.0% | ||
| C.3 Tier 1 capital/risk-weighted assets (Tier 1 Capital Ratio) | 11.3% | 11.6% | ||
| C.4 Total Own Funds/risk-weighted assets (Total Capital Ratio) | 13.7% | 13.7% |
Large exposures
As at 30 June 2019, the Group's large exposures are as follows:
Related party transactions including the relevant authorisation and disclosure procedures, are governed by the "Procedure governing related party transactions" approved by the Board of Directors and published on the internet site of the Parent, Banca Sistema S.p.A..
Transactions between Group companies and related parties were carried out in the interests of the Bank, including within the scope of ordinary operations; these transactions were carried out in accordance with market conditions and, in any event, on the basis of mutual financial advantage and in compliance with all procedures.
With respect to transactions with parties who exercise management and control functions in accordance with art. 136 of the Consolidated Law on Banking, they
The following data show the remuneration of key management personnel, as per IAS 24 and Bank of Italy Circular no. 262 of 22 December 2005 as subsequently are included in the Executive Committee resolution, specifically authorised by the Board of Directors and with the approval of the Statutory Auditors, subject to compliance with the obligations provided under the Italian Civil Code with respect to matters relating to the conflict of interest of directors.
Pursuant to IAS 24, the related parties of Banca Sistema include:
updated, which requires the inclusion of the members of the Board of Statutory Auditors.
| In thousands of Euro | BOARD OF DIRECTORS |
BOARD OF STATUTORY AUDITORS |
OTHER MANAGERS |
FIRST HALF OF 2019 |
|---|---|---|---|---|
| Remuneration to Board of Directors and Board of Statutory Auditors | 1,057 | 64 | - | 1,121 |
| Short-term benefits for employees | - | - | 793 | 793 |
| Post-employment benefits | 42 | - | 52 | 94 |
| Other long-term benefits | 300 | - | 37 | 337 |
| Termination benefits | - | - | - | 0 |
| Share-based payments | 164 | - | 35 | 199 |
| Total | 1,563 | 64 | 917 | 2,544 |
The following table shows the assets, liabilities, guarantees and commitments as at 30 June 2019, differentiated by type of related party with an indication of the impact on each individual caption.
| In thousands of Euro | SUBSIDIARIES | DIRECTORS, BOARD OF STATUTORY AUDITORS AND KEY MANAGEMENT PERSONNEL |
OTHER RELATED PARTIES |
% OF CAPTION |
|---|---|---|---|---|
| Loans and receivables with customers | 15,300 | 11 | - | 0.5% |
| Due to customers | - | 1,186 | 6,021 | 0.3% |
| Other liabilities | 211 | - | - | 0.3% |
The following table indicates the costs and income for the first half of 2019, differentiated by type of related party.
| In thousands of Euro | SUBSIDIARIES | DIRECTORS, BOARD OF STATUTORY AUDITORS AND KEY MANAGEMENT PERSONNEL |
OTHER RELATED PARTIES |
% OF CAPTION |
|---|---|---|---|---|
| Interest income | 313 | 0 | 0 | 0.6% |
| Interest expense | - | 8 | 9 | 0.1% |
The following tables set forth the details of each related party.
| AMOUNT (THOUSANDS OF EURO) |
PERCENTAGE (%) |
|
|---|---|---|
| LIABILITIES | 3,506 | 0.15% |
| Due to customers | ||
| Shareholders - SGBS | 1,868 | 0.08% |
| Shareholders - Fondazione CR Alessandria | 520 | 0.02% |
| Shareholders - Fondazione Sicilia | 1,118 | 0.05% |
| AMOUNT (THOUSANDS OF EURO) |
PERCENTAGE (%) |
|
|---|---|---|
| COSTS | 3 | 0.03% |
| Interest expense | ||
| Shareholders - SGBS | 1 | 0.01% |
| Shareholders - Fondazione Sicilia | 1 | 0.01% |
| Shareholders - Fondazione CR Alessandria | 1 | 0.01% |
For the purposes of segment reporting as per IFRS 8, the income statement is broken down by segment as follows.
| First half of 2019 | ||||
|---|---|---|---|---|
| Amounts in thousands of Euro | FACTORING | BANKING | CORPORATE | CONSOLIDATED TOTAL |
| Net interest income | 24,475 | 8,482 | 1,512 | 34,469 |
| Net fee and commission income (expense) | 9,315 | 260 | (1,401) | 8,174 |
| Other costs/income | - | - | 1,445 | 1,445 |
| Total income | 33,790 | 8,742 | 1,556 | 44,088 |
| Net impairment losses on loans and receivables | (4,324) | (436) | - | (4,760) |
| Net financial income | 29,466 | 8,306 | 1,556 | 39,328 |
| 30.06.2019 | ||||
|---|---|---|---|---|
| Amounts in thousands of Euro | FACTORING | BANKING | CORPORATE | CONSOLIDATED TOTAL |
| Financial assets (HTS and HTCS) | - | - | 360,530 | 360,530 |
| Loans and receivables with banks | - | - | 47,292 | 47,292 |
| Loans and receivables with customers | 1,790,727 | 780,802 | 487,723 | 3,059,252 |
| Due to banks | - | - | 527,390 | 527,390 |
| Due to customers | 10,852 | - | 2,406,764 | 2,417,616 |
The Factoring segment includes the business segment related to the origination of trade and tax receivables with and without recourse. In addition, the division includes the business segment related to the management and recovery of receivables on behalf of third parties.
The Banking segment includes the business segment related to guaranteed loans to small and medium-sized enterprises, purchases of pension- and salary-backed loan portfolios and costs/income from assets under administration and the placement of third-party products. The Corporate segment includes activities related to the management of the Group's financial resources and costs/ income in support of the business activities. Moreover, this segment includes all the consolidation entries, as well as all the interbank eliminations.
The secondary disclosure by geographical segment has been omitted as immaterial, since the customers are mainly concentrated in the domestic market.
Milan, 31 July 2019
Gianluca Garbi Chief Executive Officer
Alexander Muz Manager in charge of financial reporting
INDEPENDENT AUDITORS' REPORT

BANCA SISTEMA S.p.A. Auditor's review report on interim condensed consolidated financial statements
BANCA SISTEMA S.p.A.
Auditor's review report on interim condensed consolidated financial statements
RVC/FBR/cpo - RC043882019BD0265
RVC/FBR/cpo - RC043882019BD0265

Tel: +39 02 58.20.10 Fax: +39 02 58.20.14.01 www.bdo.it
Auditor's review report on interim condensed consolidated financial statements (Translation from the original Italian text)
To the shareholders of Banca Sistema S.p.A.
BANCA SISTEMA S.p.A.
Auditor's review report on interim condensed consolidated financial statements
BANCA SISTEMA S.p.A.
Auditor's review report on interim condensed consolidated financial statements
RVC/FBR/cpo - RC043882019BD0265
RVC/FBR/cpo - RC043882019BD0265
We have reviewed the accompanying interim condensed consolidated financial statements, comprising the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related explanatory notes, of Banca Sistema Group as of June 30, 2019. Directors are responsible for the preparation of the interim condensed consolidated financial statements in compliance with International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution No. 10867 of July 31, 1997. A review of an interim condensed consolidated financial statements consists of making enquiries, primarily to persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the interim condensed consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements of Banca Sistema Group as of June 30, 2019 are not prepared, in all material respects, in accordance with International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
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BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.
Iscritta al Registro dei Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013 BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.
Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842

The statutory consolidated financial statements for the period ended as of December 31, 2018 and the interim condensed consolidated financial statements for the period ended as of June 30, 2018 have been respectively audited and reviewed by another auditor that on March 27, 2019 expressed its opinion on the financial statements, and on August 2, 2018, expressed its conclusion on the interim condensed consolidated financial statements.
Milan, August 6, 2019
BDO Italia S.p.A.
Signed by Rosanna Vicari Partner
This report has been translated into English language solely for the convenience of international readers
www.bancasistema.it
Other matters
Milan, August 6, 2019
international readers
Banca Sistema S.p.A. | Auditor's review report on interim condensed consolidated financial statements Page 2 of 2
The statutory consolidated financial statements for the period ended as of December 31, 2018 and the interim condensed consolidated financial statements for the period ended as of June 30, 2018 have been respectively audited and reviewed by another auditor that on March 27, 2019 expressed its opinion on the financial statements, and on August 2, 2018, expressed its
BDO Italia S.p.A.
Signed by Rosanna Vicari
conclusion on the interim condensed consolidated financial statements.
Partner
This report has been translated into English language solely for the convenience of

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