Report Publication Announcement • Aug 6, 2014
Report Publication Announcement
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The following is a Company Announcement issued by FIMBank p.l.c. ("FIMBank" or the "Bank") pursuant to Chapter 5 of the Malta Financial Services Authority Listing Rules.
Quote
The Board of Directors of FIMBank met in London on 5 August 2014, to approve the Consolidated and the Bank's Interim Financial Statements for the six months ended 30 June 2014.
The Half-Yearly Report, drawn up in terms of the Listing Rules, is attached to this Company Announcement. The Interim Financial Statements are unaudited but independently reviewed by KPMG, the Registered Auditors.
In accordance with the requirements of the Listing Rules the Half-Yearly Report is being made publicly available for viewing on the Bank's website at www.fimbank.com.
Unquote
Andrea Batelli Company Secretary
6 August 2014

| Contents | Page |
|---|---|
| Directors' Report pursuant to Listing Rule 5.75.2 | 2 |
| Condensed Interim Financial Statements: | |
| Condensed Interim Statements of Financial Position | 7 |
| Condensed Interim Statements of Changes in Equity | ರ |
| Condensed Interim Income Statements | 13 |
| Condensed Interim Statements of Comprehensive Income | 14 |
| Condensed Interim Statements of Cash Flows | 15 |
| Notes to the Condensed Interim Financial Statements | 16 |
| Statement pursuant to Listing Rule 5.75.3 | 33 |
| ndependent Auditors' Report on Review of | |
| Condensed Interim Financial Statements | 34 |
For the six months ended 30 June 2014
The Directors ("Board" or "Directors") are pleased to issue their Report pursuant to the Malta Financial Services And the Prevention of Financial Markets Abuse Act, 2005. This Report, which shall be read in conjunction with the condensed interim financial statements of the Group and the Bank for the six months ended 30 June 2014, including the Notes thereto, forms part of the Half-Yearly Report of FIMBank p.l.c., drawn up in accordance with the requirements of Listing Rule 5.75.2.
The FMBank Group of Companies (the "Group") includes FIMBank"), and its wholly owned subsidiaries London Forfaiting Company Limited ("LFC"), FM Business Solutions Limited ("FBS"), FIM Property Investment Limited ("FP") and FMFactors"). LFC, in turn, is the parent company of a group of subsidiations but acting mainly as marketing offices, whilst FIMFactors has a controlling interest in Menafactors – 100% shareholding), and during the period ended 30 June 2014 acquired control of CIS Factors Holdings B.V. ("CIS Factors" – 80% shareholding) and India Factoring and Finance Solutions Limited ("India Factoring" – 79% shareholding).
The Bank is a public limited company incorporated in accordance with the laws of Malta and listed on the Malta Stock Exchange. It is a licensed credit institution under the Banking Activities are the provision of international trade finance services to corporate traders and financial institutions, internations, factoring and loan syndications.
LFC is registered in the United Kingdom as a private limited liability company. It was founded in 1984 and provides international trade finance services, particularly focusing on forfaiting business through an international network of offices – some of which have a distinct legal status in the jurisdictions where they operate.
FBS, a wholly owned subsidiary registered in Malta, focuses on the provision technology services to the Group and its associated companies as well as to correspondent banks. FP, a wholly owned subsidiary registered in Malta, is responsible for the day-today management of the FIMBank Head Office building in St. Julian's, Malta, and the leasing, if any, of office space to third parties.
FIMFactors, a wholly owned subsidiary registered in the Netherlands, serves as a corporate vehicle for FlMBank's holdings in factoring subsidiaries and associated companies. Mensed by the Dubai Financial Services Authority to provide international factoring and forfaiting services in the Gulf and MENA countries. CIS Factors is a company set up under the laws of the Netherlands and serves as the investment vehicle for a factoring company, FactorRus, incorporated under the Russian Federation and which provides factoring services in Russia. India Factoring is a company incorporated in Mumbai, India, to carry out the business of factoring, forfaiting and trade finance related activities in India
FIMFactors also holds the following equity interests of the Group:
The Bank also holds a 40% equity investment in The Egyptian Company for Factors') a company incorporated in Egypt, which is active in providing international factoring and forfaiting services to Egyptian companies.
The Group is supervised on a solo and consolidated basis by the Malta Financial Services Authority. Menafactors and FIMBank's Branch in Dubai are authorised and regulated by the Dubai Financial Services Authority whilst India Factoring is licensed and regulated by the Reserve Bank of India.
During the period under review the Bank obtained authorisation to credit institution in Greece under the freedom of services and establishments. Procedures were also started to open a representative office in the Swiss Federation.
While forecasting global trade to grow by around 5% for both 2014 and 2015, reversing the trend of the previous two years and matching the historical 30-year average for 1983-2013, the WTO warned that the positive uptick in trade flows could be put at risk by the onset of geopolitical tensions, conflicts and territorial disputes. Such events have indeed been characterizing parts of the Middle East, Asia, Eastern Europe and Africa over the past months and the could provoke higher energy and commodity prices and disrupt trade flows if they escalate is a real one. In the emerging economies have been the stronges have been the strongest performers during the period under review while others like Turkey, Russia, India and Egypt lag behind in that order and still create some downside risks. On the other hand developed countries are becoming increasingly stable as the EU continued to show signs of resilience fuelled also by improving performance of the weaker members.
In this mixed context which saw overall global activity strengthening in the first half of 2014, FIMBank Group enjoyed growth in business, opportunities and operating profitability but suffered again in some of its key markets due to the economic downturns and generally difficult market conditions. This was especially the case for its offering of products, such as factoring, through its equity investments in India, Russia and Egypt where the entities concerned also under-performed. LFC saw its profits strengthening during the veview, a result of improved operating performance and much reduced fair value adjustments on its portfolio when compared to 2013. Menafactors also continued to make a consistent and meaningful contribution to the Group results. Against this challenging background, FIMBank strengthened its integration with its principal shareholders, United Gulf Bank and Burgan Bank, part of KIP C Group, now quite evident not only in terms of equity involvement but also funding and treasury support.
In summary, the period under review is marked by good operating results from FIMBank, LFC and Menafactors which are contrasted by impairments that are particularly evident in India Factoring, FactorRus and Eqypt Factors.
The condensed interim financial statements have been prepared in accordance with EU adopted IAS 34 Interim Financial Reporting. These published figures have been extracted from the FIMBank p.l. Group's unaudited accounts for the six months ended 30 June 2014 as approved by the Board of Directors on 5 August 2014.
For the six months ended 30 June 2014, the FIMBank Group posted an after-tax profit of USD1.45 million compared to a loss of USD6.98 million registered for the same period in 2013. The Directors do not recomment of an interim dividend for the period under review.
The results for the period under review are summarised in the table be read in conjunction with the explanatory commentary that follows:
| Group | ||||
|---|---|---|---|---|
| 2014 | 2013 | Movement | ||
| USD | USD | USD | ||
| Net interest income | 14,546,910 | 7,374,744 | 7,172,166 | |
| Net fee and commission income | 11,570,586 | 10,759,150 | 811,436 | |
| Net results from foreign currency operations | 1,115,845 | 1,178,037 | (62,192) | |
| Other operating income | 63,761 | 3,927 | 59,834 | |
| Net operating results | 27,297,102 | 19,315,858 | 7,981,244 | |
| Net fair value gains on previously-held investments in associates | 7,831,610 | 7,831,610 | ||
| Net impairment losses | (10,191,823) | (1,812,340) | (8,379,483) | |
| Net losses from trading assets and | ||||
| other financial instruments | (2,106,517) | (8,316,743) | 6,210,226 | |
| Share of loss of equity accounted investees | (2,918,103) | (2,495,274) | (422,829) | |
| Net income | 19,912,269 | 6,691,501 | 13,220,768 | |
| Operating expenses | (20,254,523) | (14,182,259) | (6,072,264) | |
| Loss before income tax | (342,254) | (7,490,758) | 7,148,504 | |
| Taxation | 1,797,171 | 510,080 | 1,287,091 | |
| Profit/(loss) for the period | 1,454,917 | (6,980,678) | 8,435,595 | |
The results for the six months under review include the post-acquisition performance of India Factoring and CIS FactorRus (see Notes 7, 9, 10 and 11).
Prior to impairment losses, market adjustments and share of equity results, the Group improved its operating performance by 41%, from USD19.32 million to USD27.30 million. Net Interest Income almost doubled to USD14.55 million mainly as a result of lower cost of funding, higher volumes for funded business and the inclusion of results from India and Russia. Net Fee and Commission Income increased by 8% to USD11.57 million, aided by improved business volumes across all Group companies.
During the period under review, the Group is recognising a one of USD7.83 million on the re-measurement to fair value of the 49% and 30% interest previously held in India Factoring and FactorRus respectively. As further disclosed in the Notes 7, 10 and 11, if new information obtained within one year of the acquisition date identifies adjustments to the implied fair values of these entities on acquisition date, the accounting for the acquisition will be revised retrospectively, including a possible impact to the fair and losses
Net impairment losses increased from USD10.19 million. This result is largely attributed to specific impairment charges taken in the Russia and India entities which recoverability difficulties in both markets attributable to a combination of worsening credit outlooks on specific assets and challenging economic outlook experienced in the local market.
Net losses from trading assets and other financial in a loss of USD2.11 million, compared to a loss of USD8.32 million in 2013. This negative performance is attributed to two factors namely a) a net loss of USD2.26 million on the Group's forfaiting book, which loss mainly represents unrealised market adjustments on specific distressed assets and b) a net qain of USD0.15 million on the Group's credit linked notes, which gain is fully attributable to market adjustments on the remaining notes held in the book.
The Group's factoring entities accounted through the equity method yielded a net share of loss of USD2.90 million compared to a net loss of USD2.50 million in 2013. These results include the share of losses for India and Russia up to acquisition date as well as the results from the other investments in Egypt, Brazil and Lebanon. The worsening result is broadly attributable to the Egypt and Russia entities, with both performances impacted by specific provisions on assets with a worsening credit assessment.
Operating expenses for the six months under review increased by 43% from USD14.18 million in 2013 to USD20.25 million, reflecting the inclusion of the India and Russia entities as well as increases to staff and operating costs.
At 30 June 2014, total Consolidated Assets stood at USD1.33 billion, reflecting a 7% increase to the USD1.24 billion reported at end 2013. The main increase is attributable of USD120 million is attributable to the India and Russia factorinq portfolios which are now consolicated on a line-by-line basis. The Group's exposure to Malta Government Treasury Bills million, from USD62 million to USD108 million reflecting the Group's ongoing strategy to optimise its liquidity management and short term yields. As a result, Loans and Advances to Banks decreased by 31% to broadly mirror the shift from bank deposits to treasury bills. During the period under review the Group also booked Goodwill of USD22.5 million arising on the acquisition of India Factoring and ClS Factors.
Total Consolidated Liabilities as at 30 June 2014 stood at USD1.09 billion in December 2013. The increase is mainly attributable to third-party funding of portfolio by India Factoring, compensated by lower bank Solo.
Group Equity as at Financial Reporting date stood at USD201 million, a 35% increase from the USD149 million at 31 December 2013. This increase is broadly reflecting the proceeds from the Rights 13 and 15), which at 30 June 2014 were recorded under "Other Reserves" as well as the reversal of Currency Translation differences arising on the previously held investment in India and Russia.
As anticipated in the 2013 Annual Report and Audited Financial Statements, during the period under review United Gulf Bank B.S.C. ("UGB") of Bahrain and Burgan Bank S.A.K ("Burgan Bank") of Kuwait acquired control of the two entities are in turn ultimately controlled by Kuwait Investments Projects (Holding) ("KIPCO"). UGB is licensed and supervised by the Central Bank of Bahrain whilst Burgan is licensed and supervised by the Central Bank of Kuwait.
On 28 January 2014 FIMBank announced that a joint voluntary bid launched by Burgan Bank and UGB the two entities increased their aggregate shareholding in the Bank to 80.14%, held by UGB as to 60.6% and Burgan Bank as to 19.5% respectively.
Subsequently on 3 June 2014, the Bank published a prospectus for a 16:41 Rights Issue of 77,009,494 new Ordinary Shares at USD0.65 per New Ordinary Share. The Rights Issue closed on 25 June 2014 but lapsed rights were subject to an Intermediaries' Offer and any remaining untaken rights were underwritten, up to a maximum of USD5 million, by Tunis International Bank S.A., a member of the KIPCO Group.
As a result of the Rights Issue (and taking into execution of Share Options during the period up to 30 June 2014), shareholders holding 5% or more of the lssued Share Capital as at 30 June 2014 and their respective holdings at 31 July 2014 are as follows:
| At 30 June 2014 | At 31 July 2014 | ||||
|---|---|---|---|---|---|
| Number of Percentage |
Number of | Percentage | |||
| Shares | Holding | Shares | Holding | ||
| United Gulf Bank B.S.C. | 119,476,459 | 60.5 | 166.101.419 | 61.2 | |
| Burgan Bank S.A.K. | 38,500,000 | 19.5 | 53,524,391 | 19.7 |
The Bank convened its Annual General Meeting on 8 May 2014. Along with the statutions, the Meeting approved a Resolution presented two resolutions as special business namely (a) a Bonus Issue of Shares and (b) the approval of a Rights Issue and Directors' Authority to issue Equity Securities. The meeting also approved three Extraordinary Resolutions namely (a) Directors' Authority to Restrict or Withdraw pre-emption rights, (b) amendments to Executive Share Rules and (c) amendments to the Memorandum and Articles of Association of the Bank. The Board composition following the Annual General Meeting is as follows:
John C. Grech (Chairman) Masaud M. J. Hayat (Vice Chairman) Majed Essa Al-Ajeel Eduardo Equren Linsen Adrian Alejandro Gostuski Rogers David LeBaron Fakih Ahmed Mohamed Rabih Soukarieh
Consistent with the 2013 Annual Report and Audited Financial Statements, the Bank maintained with its subsidiaries, associates, shareholders, directors and executive officers. In particular, the following related party balances and/or transactions were undertaken during the period under review:
Related party transactions with shareholders and directors were undertaken in the ordinary course of business.
Related party transactions caried out by the Bank and its wholly owned subsidiaries are reported to the leviews them and assesses their nature and arm's-length consibility arises from the Comnittee's Charter, which is drafted in accordance with the listing rules as well as current best recommendations and practices of good corporate governance.
By assuming majority control in Factoring, the Group is consolidating its position in these entities and in markets which are important to the development of its factoring strategy. India in particular shows positive signs following the change of government with substantial growth upside while markets like Russia and Egypt are the ones where downside risks remain a concern, primarily because of geopolitical uncertainty leading to economic difficulties. The lack of robust momentum in advanced economies and less optimistic outlook for several emerging markets are marking down the global growth projections for the rest of 2014 and also longer. In this challenging environment, the Group reaffirms its intent to step up recovery efforts over impairments which have marked its performance since 2013 and will continue to guard and monitor to limit further similar events going forward. It is encouraged in this process by the support of its shareholders, manifested so strongly in the recent Rights lssue that generated \$48 million of new equity. This support serves as a platform which should significantly lift FIMBank's capability to do more business and create future opportunities for profit.
Approved by the Board on 5 August 2014 and signed on its behalf by:
John C. Grech Chairman
Masaud M. J. Hayat Vice Chairman
| Group Bank |
||||||
|---|---|---|---|---|---|---|
| 30 Jun 14 | 31 Dec 13 | 30 Jun 14 | 31 Dec 13 | |||
| Note | USD | USD | USD | USD | ||
| ASSETS | ||||||
| Balances with the Central Bank of Malta, Treasury Bills | ||||||
| and cash | 115,867,680 | 69,707,225 | 115,849,203 | 69,680,966 | ||
| Trading assets | 284,340,656 | 272,831,977 | ||||
| Derivative assets held for risk management | 617,508 | 828,234 | 729,277 | 883,480 | ||
| Financial assets designated at fair value | ||||||
| through profit or loss | 18,000,000 | 17,700,000 | 18,000,000 | 17,700,000 | ||
| Loans and advances to banks | 232,487,850 | 337,975,471 | 216,326,977 | 328,578,318 | ||
| Loans and advances to customers | 537,085,397 | 417,469,537 | 629,376,183 | 593,801,221 | ||
| Investments available-for-sale | 31,824,021 | 26,476,204 | 31,822,737 | 26,475,502 | ||
| Investments held-to-maturity | 6,947,459 | 6,783,621 | 6,947,459 | 6,783,621 | ||
| Investments in equity accounted investees | 9 | 2,767,143 | 22,276,790 | 6,013,425 | 6,013,425 | |
| Investments in subsidiaries | 10 | 97,844,348 | 79,234,301 | |||
| Property and equipment | 38,854,061 | 39,006,893 | 2,286,042 | 2,070,762 | ||
| Intangible assets and goodwill | 11 | 24,150,003 | 1,342,722 | 1,035,499 | 715,513 | |
| Current tax assets | 55,593 | 2,064,313 | 55,593 | 2,064,316 | ||
| Deferred taxation | 23,345,629 | 13,243,752 | 6,218,600 | 6,494,506 | ||
| Other assets | 4,009,805 | 4,992,409 | 2,610,780 | 3,984,761 | ||
| Prepayments and accrued income | 6,998,348 | 3,067,655 | 8,617,468 | 2,635,135 | ||
| Total assets | 1,327,351,153 | 1,235,766,803 | 1,143,733,591 | 1,147,115,827 | ||
| LIABILITIES AND EQUITY | ||||||
| Liabilities | ||||||
| Derivative liabilities held for risk management | 591,351 | 506,477 | 591,351 | 506,477 | ||
| Amounts owed to banks | 635,045,068 | 603,452,860 | 535,104,100 | 593,551,588 | ||
| Amounts owed to customers | 433,946,138 | 431,686,766 | 415,291,562 | 414,846,277 | ||
| Debt securities in issue | 12 | 26,057,730 | 35,498,006 | |||
| Current tax liabilities | 908,451 | |||||
| Provisions | 1,347,349 | 1,360,910 | ||||
| Other liabilities | 10,324,963 | 368,017 | 10,324,963 | 368,015 | ||
| Accruals and deferred income | 15,989,130 | 14,137,625 | 4,967,022 | 5,039,952 | ||
| Total liabilities | 1,124,210,180 | 1,087,010,661 | 966,278,998 | 1,014,312,309 | ||
| Equity | ||||||
| Called up share capital | 13 | 98,667,853 | 89,599,085 | 98,667,853 | 89,599,085 | |
| Share premium | 13 | 10,905,687 | 19,820,564 | 10,905,687 | 19,820,564 | |
| Reserve for general banking risks | 109,074 | 80,893 | 109,074 | 80,893 | ||
| Currency translation reserve | (720,152) | (6,397,892) | ||||
| Fair value reserve | 6/1,/61 | 159,362 | 671,761 | 159,362 | ||
| Other reserves | 13 | 45,653,128 | 2,681,041 | 45,653,128 | 2,681,041 | |
| Retained earnings | 45,706,750 | 42,813,089 | 21,447,090 | 20,462,573 | ||
| Total equity attributable to equity holders of the Bank | 200,994,101 | 148,756,142 | 177,454,593 | 132,803,518 | ||
| Non-controlling interests | 2,146,872 | |||||
| Total equity | 203,140,973 | 148,756,142 | 177,454,593 | 132,803,518 | ||
| Total liabilities and equity | 1,327,351,153 | 1,235,766,803 | 1,143,733,591 | 1,147,115,827 |
At 30 June 2014
| Group | Bank | ||||
|---|---|---|---|---|---|
| 30 Jun 14 31 Dec 13 |
30 Jun 14 | 31 Dec 13 | |||
| MEMORANDUM ITEMS | USD | USD | USD | USD | |
| Contingent liabilities | 25,137,412 | 25,658,655 | 45,547,405 | 61,549,236 | |
| Commitments | 284,776,985 | 269,423,193 | 276,509,200 | 237,393,657 |
The condensed interim financial statements set out on pages 7 to 32 were approved by the Board of Directors on 5 August 2014 and were signed on its behalf by:
John C. Grech Chairman
Masaud M. J. Hayat Vice Chairman
| Attributable to equity shareholders of the Bank | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital USD |
Share premium USD |
Reserve for general banking risk |
Currency translation reserve USD |
Fair value reserve USD |
Other reserve USD |
Retained earnings USD |
Total USD |
Non- controlling interests USD |
Total equity USD |
|
| At 1 January 2014 | 89,599,085 | 19,820,564 | 80,893 | (6,397,892) | 159,362 | 2,681,041 | 42,813,089 | 148,756,142 | - | 148,756,142 |
| Total comprehensive income for the period Profit for the period |
2,921,842 | 2,921,842 | (1,466,925) | 1,454,917 | ||||||
| Other comprehensive income Change in fair value of available-for-sale assets Currency translation reserve |
5,677,740 | 512,399 | 512,399 5,677,740 |
(9,741) | 512,399 5,667,999 |
|||||
| Total comprehensive income for the period |
5,677,740 | 512,399 | - | 2,921,842 | 9,111,981 | (1,476,666) | 7,635,315 | |||
| Transactions with owners, recorded directly in equity Bonus issue of shares Exercise of share options Shareholders' contribution, pending allotment of Rights Issue shares |
8,969,968 98,800 |
(8,969,968) 55,091 |
42,972,087 | 153,891 42,972,087 |
153,891 42,972,087 |
|||||
| Total contributions by and distributions | 9,068,768 | (8,914,877) | 42,972,087 | 43,125,978 | 43,125,978 | |||||
| Changes in ownership interests Acquisition of subsidiary with non-controlling interests |
3,623,538 | 3,623,538 | ||||||||
| Total changes in ownership interests | 3,623,538 | 3,623,538 | ||||||||
| Total transactions with owners | 9,068,768 | (8,914,877) | - | 42,972,087 | 43,125,978 | 3,623,538 | 46,749,516 | |||
| Transfer to reserve for general banking risks | 28,181 | (28,181) | ||||||||
| At 30 June 2014 | 98,667,853 | 10,905,687 | 109,074 | (720,152) | 671,761 | 45,653,128 | 45,706,750 | 200,994,101 | 2,146,872 | 203,140,973 |
| Attributable to equity shareholders of the Bank | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share | Reserve for general |
Currency translation |
Fair value | Other | Retained | Non- controlling |
||||
| Share capital | premium | banking risk | reserve | reserve | reserve | earnings | Total | interests | Total equity | |
| USD | USD | USD | USD | USD | USD | USD | USD | USD | ||
| At 1 January 2013 | 71,471,801 | 8,028,945 | l | (3,832,562) | (97,470) | 10,463,255 | 44,606,297 | 130,640,266 | l | 130,640,266 |
| Total comprehensive income for the period | ||||||||||
| Transfer to retained earnings | (892,201) | 892,201 | ||||||||
| Loss for the period | (6,980,678) | (6,980,678) | (6,980,678) | |||||||
| Other comprehensive income | ||||||||||
| Currency translation reserve | (1,847,610) | - | (1,847,610) | (1,847,610) | ||||||
| Total comprehensive income for the | ||||||||||
| period | - | (1,847,610) | י | (892,201) | (6,088,477) | (8,828,288) | - | (8,828,288) | ||
| Transactions with owners, recorded directly in | ||||||||||
| equity | ||||||||||
| Dividends to equity holders | (5,279,120) | (5,279,120) | (5,279,120) | |||||||
| Total transactions with owners | - | - | - | י | (5,279,120) | (5,279,120) | - | (5,279,120) | ||
| At 30 June 2013 | 71,471,801 | 8,028,945 | (5,680,172) | (97,470) | 9,571,054 | 33,238,700 | 116,532,858 | 116,532,858 |
| Share capital USD |
Share premium USD |
Reserve for general banking risks USD |
Fair value reserve USD |
Other reserve USD |
Retained earnings USD |
Total USD |
|
|---|---|---|---|---|---|---|---|
| At 1 January 2014 | 89,599,085 | 19,820,564 | 80,893 | 159,362 | 2,681,041 | 20,462,573 | 132,803,518 |
| Total comprehensive income for the period | |||||||
| Profit for the period | 1,012,698 | 1,012,698 | |||||
| Other comprehensive income Change in fair value of |
|||||||
| available-for-sale assets | 512,399 | 512,399 | |||||
| Total comprehensive income for the period | - | 512,399 | - | 1,012,698 | 1,525,097 | ||
| Transactions with owners, recorded directly in equity |
|||||||
| Bonus issue of shares | 8,969,968 | (8,969,968) | |||||
| Exercise of share options | 98,800 | 55,091 | 153,89 | ||||
| Shareholders' contribution, pending allotment of Rights Issue shares |
42,972,087 | 42,972,087 | |||||
| Total contributions by and distributions to owners | 9,068,768 | (8,914,877) | - | 42,972,087 | 43,125,978 | ||
| Transfer to reserve for general banking risks | 28,181 | (28,181) | |||||
| At 30 June 2014 | 98,667,853 | 10,905,687 | 109,074 | 671,761 | 45,653,128 | 21,447,090 | 177,454,593 |
| Share capital USD |
Share premium USD |
Reserve for general banking risks USD |
Fair value reserve USD |
Other reserve USD |
Retained earnings USD |
Total USD |
|
|---|---|---|---|---|---|---|---|
| At 1 January 2013 | 71,471,801 | 8,028,945 | (97,470) | 2,681,041 | 28,653,355 | 110,737,672 | |
| Total comprehensive income for the period |
|||||||
| Loss for the period | (1,146,445) | (1,146,445) | |||||
| Total comprehensive income for the period | - | - | (1,146,445) | (1,146,445) | |||
| Transactions with owners, recorded directly in equity Dividends to equity holders |
- | (5,279,120) | (5,279,120) | ||||
| Total contributions by and distributions to owners | - | l | l | l | (5,279,120) | (5,279,120) | |
| At 30 June 2013 | 71,471,801 | 8,028,945 | (97,470) | 2,681,041 | 22,227,790 | 104,312,107 |
| Group | Bank | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| USD | USD | USD | USD | ||
| Interest income | 24,840,240 | 17,302,736 | 14,133,043 | 12,155,708 | |
| Interest expense | (10,293,330) | (9,927,992) | (7,049,254) | (9,158,203) | |
| Net interest income | 14,546,910 | 7,374,744 | 7,083,789 | 2,997,505 | |
| Fee and commission income | 13,506,443 | 11,822,055 | 8,266,120 | 7,566,523 | |
| Fee and commission expense | (1,935,857) | (1,062,905) | (1,107,626) | (583,599) | |
| Net fee and commission income | 11,570,586 | 10,759,150 | 7,158,494 | 6,982,924 | |
| Net trading results | (815,649) | (6,919,296) | 1,179,755 | 717,721 | |
| Net (loss)/income from other financial instruments carried at fair value |
(175,023) | (219,410) | 150,907 | (221,559) | |
| Net fair value gain on previously-held investments in associates |
7 | 7,831,610 | |||
| Dividend income | 691 | 691 | |||
| Other operating income | 63,760 | 3,236 | 8,214 | 7,245 | |
| Operating income before net impairment losses | 33,022,194 | 10,999,115 | 15,581,159 | 10,484,527 | |
| Net impairment losses | (10,191,823) | (1,812,340) | (718,717) | (1,973,017) | |
| Operating income | 22,830,371 | 9,186,775 | 14,862,442 | 8,511,510 | |
| Administrative expenses Depreciation and amortisation |
(18,919,498) (1,335,024) |
(13,151,849) (1,030,410) |
(12,831,881) (425,364) |
(9,795,033) (373,002) |
|
| Total operating expenses | (20,254,522) | (14,182,259) | (13,257,245) | (10,168,035) | |
| Operating profit/(loss) | 2,575,849 | (4,995,484) | 1,605,197 | (1,656,525) | |
| Share of loss of equity accounted investees (net of tax) | (2,918,103) | (2,495,274) | |||
| (Loss)/profit before income tax | (342,254) | (7,490,758) | 1,605,197 | (1,656,525) | |
| Taxation | 8 | 1,797,171 | 510,080 | (592,499) | 510,080 |
| Profit/(loss) for the period | 1,454,917 | (6,980,678) | 1,012,698 | (1,146,445) | |
| Profit/(loss) attributable to: | |||||
| Equity holders of the bank | 2,921,842 | (6,980,678) | 1,012,698 | (1,146,445) | |
| Non- controlling interests | (1,466,925) | ||||
| Profit/(loss) for the period | 1,454,917 | (6,980,678) | 1,012,698 | (1,146,445) | |
| Basic earnings per share | 1.59c | (4.88c) | 0.55c | (0.80c) | |
| Diluted earnings per share | 1.58c | (4.87c) | 0.55c | (0.80c) |
| Group | Bank | ||||
|---|---|---|---|---|---|
| 2014 2013 |
2014 | 2013 | |||
| USD | USD | USD | USD | ||
| Profit/(loss) for the period | 1,454,917 | (6,980,678) | 1,012,698 | (1,146,445) | |
| Other comprehensive income: | |||||
| ltems that are, or may be, reclassified subsequently to profit or loss |
|||||
| Foreign currency translation differences | |||||
| for foreign operations: | |||||
| - reclassified to profit or loss | 5,066,657 | ||||
| - other | 611,083 | (1,847,610) | |||
| Fair value reserve (available-for-sale financial assets), | |||||
| net of deferred tax | 512,399 | 512,399 | |||
| Total comprehensive income for the period | 7,645,056 | (8,828,288) | 1,525,097 | (1,146,445) |
| Group | Bank | |||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| USD | USD | USD | USD | |
| Cash flows from operating activities | ||||
| Interest and commission receipts | 34,953,031 | 24,409,990 | 16,166,036 | 15,045,678 |
| Exchange received/(paid) | 1,615,568 | 2,241,908 | 1,419,797 | 2,192,952 |
| Interest and commission payments | (12,508,296) | (10,254,551) | (8,510,576) | (9,070,546) |
| Payments to employees and suppliers | (20,434,975) | (14,935,106) | (12,715,275) | (10,532,203) |
| Operating profit/(loss) before changes in operating assets / liabilities | 3,625,328 | 1,462,241 | (3,640,018) | (2,364,119) |
| (Increase)/decrease in operating assets: | ||||
| - Trading assets | (14,047,044) | 200,949 | ||
| - Financial assets at fair value through profit or loss | 4,250,000 | 4,250,000 | ||
| - Loans and advances to customers and banks | 28,566,506 | (33,986,181) | 20,858,793 | (27,424,678) |
| - Other assets | 5,772,501 | (5,003,265) | 1,373,981 | (4,619,600) |
| Increase/(decrease) in operating liabilities: | ||||
| - Amounts owed to customers and banks | 15,583,817 | 22,487,919 | 38,714,306 | 29,984,328 |
| - Other liabilities | 9,956,949 | (150,878) | 9,956,949 | (150,878) |
| - Net advances to subsidiary companies | (36,201,284) | (6,222,075) | ||
| Net cash flows (used in)/from operating activities before income tax | 49,458,057 | (10,739,215) | 31,062,727 | (6,547,022) |
| lncome tax (paid)/refund | (337,585) | (259,438) | 1,416,224 | (259,438) |
| Net cash flows (used in)/from operating activities | 49,120,472 | (10,998,653) | 32,478,951 | (6,806,460) |
| Cash flows from investing activities | ||||
| - Acquisition of property and equipment | (652,683) | (1,660,864) | (546,070) | (244,830) |
| - Acquisition of intangible assets | (629,291) | (252,153) | (425,752) | (202,899) |
| - Acquisition of subsidiaries | (18,606,301) | (18,610,047) | ||
| - Acquisition of available-for-sale investments | (4,709,569) | (4,708,987) | ||
| - Proceeds from sale of property and equipment | 19,404 | 7,245 | 19,404 | 7,245 |
| - Dividend received | 691 | 691 | ||
| Net cash flows used in investing activities | (24,578,440) | (1,905,081) | (24,271,452) | (439,793) |
| Cash flows from financing activities | ||||
| - Proceeds from shareholders in lieu of new ordinary shares | ||||
| in process of allotment | 42,972,087 | 42,972,087 | ||
| - Proceeds from exercise of share options | 153,891 | 153,891 | ||
| - Repayment of subordinated convertible loan | (857,144) | (857,144) | ||
| - Net issue/(repayment) of debt securities | (9,440,276) | 13,978,856 | ||
| - Dividends paid | (5,279,120) | (5,279,120) | ||
| Net cash flows from/(used in) financing activities | 33,685,702 | /,842,592 | 43,125,978 | (6,136,264) |
| Increase/(decrease) in cash and cash equivalents | 58,227,734 | (5,061,142) | 51,333,477 | (13,382,517) |
| Analysed as follows: | ||||
| - Effect of exchange rate changes on | ||||
| cash and cash equivalents | 77,763 | (1,451,066) | 77,763 | (1,446,439) |
| - Net increase/(decrease) in cash and cash equivalents | 58,149,971 | (3,610,076) | 51,255,714 | (11,936,078) |
| Increase/(decrease) in cash and cash equivalents | 58,227,734 | (5,061,142) | 51,333,477 | (13,382,517) |
| Cash and cash equivalents at beginning of period | (6,249,977) | 127,760,024 | (16,238,598) | 122,477,077 |
| 109,094,560 | ||||
| Cash and cash equivalents at end of period | 51,977,757 | 122,698,882 | 35,094,879 |
For the six months ended 30 June 2014
FIMBank p.l.c. ("the Bank") is a credit its registered address at Mercury Tower, The Exchange Financial and Business Centre, Elia Zammit Street, St. Juliar's, STJ3155, Mata. The condensed interim financial statements of the six months ended 30 June 2014 include the Bank and its subsidiaries (together referred to as the "Group") and individually as "Group Entities".
The consolidated financial statements of the Group as at and for the year ended 31 December 2013 are available upon request from the Bank's registered office and are available for viewing on its website at www.fimbank.com.
The condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, adopted by the EU. The interim financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of FIMBank p.l.c. as at and for the year ended 31 December 2013.
The condensed interim financial statements were approved by the Board of Directors on 5 August 2014.
Except as disclosed below, the accounting policies applied by the Group in these condensed interim financial statements are those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013. The following changes in accounting policies will be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2014:
These standards have been adopted by the EU and are effective for annual periods beginning on or after 1 January 2014.
The preparation of interim financial statement to make judgments, estimates and assumptions that affect the application of accounting policies and the reported and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements made by management in applying the Group's accounting policies and the key sources of estimation were the same as those applied to the financial statements as at and for the year ended 31 December 2013.
The Group identified four significant reportable segments: Trade Finance, Forfaiting and IT Solutions, which are represented by different Group entities. For each of the entities, Executive Management reports on a monthly basis.
GROUP - 2014 USD
| External revenue: | |
|---|---|
| Interest income 10,519,375 7,944,097 6,376,768 |
24,840,240 |
| Fee and commission income 1,967,450 3,763,739 239,618 27,294 7,508,342 |
13,506,443 |
| Trading income 1,150,506 305,328 (939) (2,268,216) (2,329) |
(815,650) |
| 19,178,223 10,216,875 7,872,291 238,679 24,965 |
37,531,033 |
| Intersegment revenue: | |
| Interest income 2,679,682 |
2,679,682 |
| Fee and commission income 44,156 141,170 |
185,326 |
| 2,679,682 44,156 141,170 - - |
2,865,008 |
| Reportable segment profit/(loss) | |
| before income tax 657,813 2,366,224 34,440 (8,448,207) (658,844) |
(6,048,574) |
| Reportable segment assets 1,089,852,947 257,822,875 292,892,507 1,300,034 78,516,764 |
1,720,385,127 |
| Reportable segment liabilities 961,337,046 173,312,748 224,555,856 251,763 33,790,676 |
1,393,248,089 |
| GROUP - 2013 USD |
|
| IT Solutions Other Trade Finance Forfaiting Factoring |
Total |
| External revenue: | |
| Interest income 9,152,140 2,527,190 5,623,406 |
17,302,736 |
| Fee and commission income 1,147,517 289,738 7,139,238 3,245,562 |
11,822,055 |
| Trading income 711,587 105,214 (7,740,159) 390 3,673 |
(6,919,295) |
| 17,002,965 3,779,921 290,128 1,128,809 3,673 |
22,205,496 |
| Intersegment revenue: | |
| Interest income 2,480,387 |
2,480,387 |
| Fee and commission income 77,420 130,479 |
207,899 |
| 2,480,387 77,420 130,479 |
2,688,286 |
| Reportable segment (loss)/profit before income tax 13,549 (429,909) (2,300,316) 1,298,169 (3,570,248) |
(4,988,755) |
| Reportable segment assets 1,006,395,790 89,105,989 248,442,561 1,486,471 62,552,010 |
1,407,982,821 |
924,829,703
Reportable segment liabilities
| Consolidated loss before income tax | (342,254) | (7,490,758) |
|---|---|---|
| Effect of other consolidation adjustments on segment results | 792,813 | (6,729) |
| Net fair value gains on previously-held investments in associates | 7,831,610 | |
| Share of loss of equity accounted investees | (2,918,103) | (2,495,274) |
| (6,048,574) | (4,988,755) | |
| Other profit or loss | (658,844) | (429,909) |
| Total profit or loss for reportable segments | (5,389,730) | (4,558,846) |
| USD | USD | |
| 2014 | 2013 | |
| GROUP |
The table below sets out the Group's and Bank's class of financial assets and liabilities, and their fair values (excluding accrued interest):
Group - 30 June 2014
| Trading USD |
Designated at fair value USD |
Loans and receivables USD |
Available for-sale USD |
Lightlies di amortised cost USD |
ا Oldl carrying amount USD |
Fair value USD |
|
|---|---|---|---|---|---|---|---|
| Financial assets measured at | |||||||
| fair value | |||||||
| Trading assets | 284,340,656 | 284,340,656 | 284,340,656 | ||||
| Derivative assets held for | |||||||
| risk management | 617,508 | 617,508 | 617,508 | ||||
| Financial assets designated at | |||||||
| fair value through profit or loss | 18,000,000 | 18,000,000 | 18,000,000 | ||||
| Investments available-for-sale | 31,824,021 | 31,824,021 | 31,824,021 | ||||
| Financial assets not measured | |||||||
| at fair value | |||||||
| Balances with the Central Bank | |||||||
| of Malta, Treasury Bills and | |||||||
| cash | 115,867,680 | 115,867,680 | 115,867,680 | ||||
| Loans and advances to banks | 232,487,850 | 232,487,850 | 232,487,850 | ||||
| Loans and advances to customers | 537,085,397 | 537,085,397 | 537,085,397 | ||||
| Investments held-to-maturity | 6,947,459 | 6,947,459 | 6,947,459 | ||||
| Financial liabilities measured at | |||||||
| fair value | |||||||
| Derivative liabilities held | |||||||
| for risk management | 591,351 | 591,351 | 591,351 | ||||
| Financial liabilities not | |||||||
| measured at fair value | |||||||
| Amounts owed to banks | 635,045,068 | 635,045,068 | 635,045,068 | ||||
| Amounts owed to customers | 433,946,138 | 433,946,138 | 433,946,138 | ||||
| Debt securities in issue | 26,057,730 | 26,057,730 | 26,057,730 |
| Trading USD |
Designated at fair value USD |
Loans and receivables USD |
Available for-sale USD |
Liabilities at amortised cost USD |
Total carrying amount USD |
Fair value USD |
|
|---|---|---|---|---|---|---|---|
| Financial assets measured at | |||||||
| fair value | |||||||
| Trading assets | 272,831,977 | 272,831,977 | 272,831,977 | ||||
| Derivative assets held for | |||||||
| risk management | 828,234 | 828,234 | 828,234 | ||||
| Financial assets designated at | |||||||
| fair value through profit or loss | 17,700,000 | 17,700,000 | 17,700,000 | ||||
| Investments available-for-sale | 26,476,204 | 26,476,204 | 26,476,204 | ||||
| Financial assets not measured | |||||||
| at fair value | |||||||
| Balances with the Central Bank | |||||||
| of Malta, Treasury Bills and cash | 69,707,225 | 69,707,225 | 69,707,225 | ||||
| Loans and advances to banks | 337,975,471 | 337,975,471 | 337,975,471 | ||||
| Loans and advances to customers | 417,469,537 | 417,469,537 | 417,469,537 | ||||
| Investments held-to-maturity | 6,783,621 | 6,783,621 | 6,783,621 | ||||
| Financial liabilities measured | |||||||
| at fair value | |||||||
| Derivative liabilities held | |||||||
| for risk management | 506,477 | 506,477 | 506,477 | ||||
| Financial liabilities not | |||||||
| measured at fair value | |||||||
| Amounts owed to banks | 603,452,860 | 603,452,860 | 603,452,860 | ||||
| Amounts owed to customers | 431,686,766 | 431,686,766 | 431,686,766 | ||||
| Debt securities in issue | 35.498.006 | 35.498.006 | 35.498.006 |
| Trading | Designated at fair value |
Loans and receivables |
Available- for-sale |
Liabilities at amortised cost |
Total carrying amount |
Fair value | |
|---|---|---|---|---|---|---|---|
| USD | USD | USD | USD | USD | USD | USD | |
| Financial assets measured at | |||||||
| fair value | |||||||
| Derivative assets held | |||||||
| for risk management | 729,277 | 729,277 | 729,277 | ||||
| Financial assets designated | |||||||
| at fair value through profit or | |||||||
| OSS | - | 18,000,000 | 18,000,000 | 18,000,000 | |||
| Investments available-for-sale | 31,822,737 | 31,822,737 | 31,822,737 | ||||
| Financial assets not measured | |||||||
| at fair value | |||||||
| Balances with the Central Bank | |||||||
| of Malta, Treasury Bills and | |||||||
| cash | 115,849,203 | 115,849,203 | 115,849,203 | ||||
| Loans and advances to banks | 216,326,977 | 216,326,977 | 216,326,977 | ||||
| Loans and advances to customers | 629,376,183 | 629,376,183 | 629,376,183 | ||||
| Investments held-to-maturity | 6,947,459 | 6,947,459 | 6,947,459 | ||||
| Financial liabilities measured at | |||||||
| fair value | |||||||
| Derivative liabilities held | |||||||
| for risk management | 591,351 | 591,351 | 591,351 | ||||
| Financial liabilities not | |||||||
| measured at fair value | |||||||
| Amounts owed to banks | 535,104,100 | 535,104,100 | 535,104,100 | ||||
| Amounts owed to customers | 415.291.562 | 415.291.562 | 415.291.562 |
| Trading USD |
Designated at fair value USD |
Loans and receivables USD |
Available- for-sale USD |
Liabilities at amortised cost USD |
lotal carrying amount USD |
Fair value USD |
|
|---|---|---|---|---|---|---|---|
| Financial assets measured at | |||||||
| fair value | |||||||
| Derivative assets held | |||||||
| for risk management | 883,480 | 883,480 | 883,480 | ||||
| Financial assets designated | |||||||
| at fair value through profit or loss | 17,700,000 | 17,700,000 | 17,700,000 | ||||
| Investments available-for-sale | 26,475,502 | 26,475,502 | 26,475,502 | ||||
| Financial assets not measured | |||||||
| at fair value | |||||||
| Balances with the Central Bank | |||||||
| of Malta, Treasury Bills and | |||||||
| cash | 69,680,966 | 69,680,966 | 69,680,966 | ||||
| Loans and advances to banks | 328,578,318 | 328,578,318 | 328,578,318 | ||||
| Loans and advances to customers | 593,801,221 | 593,801,221 | 593,801,221 | ||||
| Investments held-to-maturity | 6,783,621 | 6,783,621 | 6,783,621 | ||||
| Financial liabilities measured | |||||||
| at fair value | |||||||
| Derivative liabilities held | |||||||
| for risk management | 506,477 | 506,477 | 506,477 | ||||
| Financial liabilities not | |||||||
| measured at fair value | |||||||
| Amounts owed to banks | 593,551,588 | 593,551,588 | 593,551,588 | ||||
| Amounts owed to customers | 414,846,277 | 414,846,277 | 414,846,277 |
The table below analyses financial instruments measured at fair value hierarchy into which the fair value measurement is categorised:
Group - 30 June 2014
| Level 1 USD |
Level 2 USD |
Level 3 USD |
Total USD |
|
|---|---|---|---|---|
| Trading assets | 284,340,656 | 284,340,656 | ||
| Derivative assets held | ||||
| for risk management | 617,508 | 617,508 | ||
| Financial assets designated | ||||
| at fair value through profit or loss | 18,000,000 | 18,000,000 | ||
| Investments available-for-sale | - | 24,701,760 | 7,122,261 | 31,824,021 |
| - | 25,319,268 | 309,462,917 | 334,782,185 | |
| Derivative liabilities | ||||
| held for risk management | 591,351 | 591,351 | ||
| 591,351 | 591,351 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| USD | USD | USD | USD | |
| Trading assets | 272,831,977 | 272,831,977 | ||
| Derivative assets held | ||||
| for risk management | 828,234 | 828,234 | ||
| Financial assets designated | ||||
| at fair value through | ||||
| profit or loss | 17,700,000 | 17,700,000 | ||
| Investments available-for-sale | 51,726 | 24,325,921 | 2,098,557 | 26,476,204 |
| 51,726 | 25,154,155 | 292,630,534 | 317,836,415 | |
| Derivative liabilities | ||||
| held for risk management | 506,477 | 506,477 | ||
| 506,477 | 506,477 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| USD | USD | USD | USD | |
| Derivative assets held | ||||
| for risk management | 729,277 | 729,277 | ||
| Financial assets designated | ||||
| at fair value through profit or loss | 18,000,000 | 18,000,000 | ||
| Investments available-for-sale | - | 24,701,760 | 7,120,977 | 31,822,737 |
| 25,431,037 | 25,120,977 | 50,552,014 | ||
| Derivative liabilities | ||||
| held for risk management | 591,351 | 591,351 | ||
| 591,351 | 591,351 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| USD | USD | USD | USD | |
| Derivative assets held | ||||
| for risk management | 883,480 | 883,480 | ||
| Financial assets designated | ||||
| at fair value through | ||||
| profit or loss | 17,700,000 | 17,700,000 | ||
| Investments available-for-sale | 51,726 | 24,325,920 | 2,097,856 | 26,475,502 |
| 51,726 | 25,209,400 | 19,797,856 | 45,058,982 | |
| Derivative liabilities | ||||
| held for risk management | 506,477 | 506,477 | ||
| 506,477 | 506,477 |
The below sets out information about valuation techniques used in measuring Level 3 fair values at 30 June 2014 and 31 December 2013 as well as the significant unobservable inputs used.
The trading assets portfolio represent Forfaiting Assets, that is the discounting of receivables generated from an a without recourse basis. The assets would be evidenced by a number of different debt instruments including Bills of Exchange, Promissory Notes, Letters of Credit and trade or project related Syndicated and Bi-lateral Loan (Financing) Agreements.
The Group establishes fair value of its trading a valuation technique based on the discounted expected future principal and interest cash flows. The discount rate is an estimate based on current expected credit margin spreads and interest rates at the reporting date. Inputs to valuation technique reasonably represent market expectation and measures of risk-return factors inherent in the financial instrument.
The Group uses the LIBOR yield curve as of each reporting date plus an adequate credit margin spread to discount the trading assets held. At 30 June 2014, the interest rates used range between 0.84% to 10.71% (31 December 2013: 1.28% to 10.96%).
The effect of an estimated general increase of one percentage point in interest rate on trading assets at 30 June 2014 would reduce the Group's profit before tax by approximately USD291,527 (31 December 2013: USD 668,031).
Derivative assets and liabilities held for risk management comprise forward contracts and interest-rate future contracts. The forward contracts are over-he-counter derivatives whilst the interest-rate futures are traded on appropriate exchanges.
The Group establishes the fair value of: a) forward foreignexchange contracts by reference to forward exchange rates published by financial information agencies on each valuation date and b) interest rate futures by reference to independent valuations provided by portfolio custodians.
No significant unobservable inputs are used in valuing the forward and future derivative portfolio.
The Financial assets designated at fair value through profit or loss ("FVTPL") consist of credit linked notes, whereby the Group is funding the risk of default with respect to specified borrowers.
The FVTPL portfolio is fair valued using a model based on the current credit worthiness of the counter parties by reference to specialised dealer price quotations. Periodical changes in dealer quotations are compared to changes in quoted prices for instruments with similar characteristics issued by the borrowers.
All credit linked notes have a floating-interest rate characteristic and the impact of interest rates on the instrument is therefore limited to the interest repricing period which generally occurs on a quarterly or half-yearly basis.
The effect of a 10% decrease in the price of credit linked notes at 30 June 2014 would reduce the Group's profit before tax by USD1,800,000 (31 December 2013: USD1,700,000).
Available-for-sale investments mainly represent holdings in two unlisted sub-funds of a collective investment scheme whose underlying investments would be classified as either Level 2 or Level 3 assets.
The fair value is measured by the Group based on periodical net-asset-valuations prepared by the scheme's independent administrator. The sub-fund's assets are marked at fair marked at observable traded prices where that is possible. Where there is no observable price, the assets are marked in accordance with best market practise. This may involve the use of models and forward projections. Inputs and assumptions used in these models may be subjective and could include a number of highly judgemental assertions.
| Group | Financial assets designated at fair value |
Investments | ||
|---|---|---|---|---|
| Trading assets | through profit or loss | available for-sale | Total | |
| USD | USD | USD | USD | |
| Balance at 1 January 2013 | 245,061,077 | 42,402,000 | 41,015 | 287,504,092 |
| Total gains and losses in profit or loss | (5,335,896) | (612,000) | (5,947,896) | |
| Purchases | 171,979,849 | 171,979,849 | ||
| Settlements | (171,685,553) | (4,250,000) | - | (175,935,553) |
| Balance at 30 June 2013 | 240,019,477 | 37,540,000 | 41,015 | 277,600,492 |
| Balance at 1 January 2014 | 272,831,977 | 17,700,000 | 2,098,557 | 292,630,534 |
| Total gains and losses in trading income | (3,215,735) | 300,000 | (2,915,735) | |
| Total gains and losses in other comprehensive | ||||
| income | 262,513 | 262,513 | ||
| Purchases | 190,571,233 | - | 4,761,191 | 195,332,424 |
| Settlements | (175,846,819) | (175,846,819) | ||
| Balance at 30 June 2014 | 284,340,656 | 18,000,000 | 7,122,261 | 309,462,917 |
| Bank | Financial assets | ||
|---|---|---|---|
| designated at fair value | Investments | Total | |
| through profit or loss | available-for-sale | ||
| USD | USD | USD | |
| Balance at 1 January 2013 | 42,402,000 | 40,314 | 42,442,314 |
| Total gains and losses in trading income | (612,000) | (612,000) | |
| Settlements | (4,250,000) | (4,250,000) | |
| Balance at 30 June 2013 | 37,540,000 | 40,314 | 37,580,314 |
| Balance at 1 January 2014 | 17,700,000 | 2,097,856 | 19,797,856 |
| Total gains and losses in trading income | 300,000 | 300,000 | |
| Total gains and losses in other comprehensive income | 262,513 | 262,513 | |
| Purchases | 4,760,608 | 4,761,191 | |
| Balance at 30 June 2014 | 18,000,000 | 7,120,977 | 25,120,977 |
| Group | Bank | |||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| USD | USD | USD | USD | |
| Fair value gain on previously held 49% | ||||
| investment in India Factoring | 8,242,601 | |||
| Fair value loss on previously held 40% | ||||
| investment in CIS Factors | (410,991) | |||
| 7,831,610 | l | - | ||
| Group 2014 USD |
Bank 2014 USD |
|
|---|---|---|
| At 1 January | 22,276,790 | 6,013,425 |
| Net share of losses Reclassification resulting from the acquisition of |
(2,918,103) | |
| controlling interest in India Factoring and CIS Factors | (17,126,243) | |
| Currency translation differences | 534,699 | |
| At 30 June | 2,767,143 | 6,013,425 |
During the six months ended 30 June 2014, the Group acquired a controlling interest in two entities previously recognised and measured as Investment in Equity Accounted Investees (see Note 9).
On 18 February 2014, the Group through its wholly owned subsidiary FIMFactors B.V. acquired 40% of the shares in CS Factors from Transcapital Bank, Russia. As a result the Group's equity interest in CIS Factors increased from 40% to 80% obtaining control of CIS Factors.
This transaction enables the Group to control FactorRus LLP, a 100% owned subsidiary and the sole asset of CIS Factoring company incorporated and operating in Russia with its functional and reporting currency being the financial yearend of FactorRus is 31 December.
This acquisition forms part of FIMBank's Group strategy to further the ongoing consolidations in entitles in which the Group has a significant but not a controlling interest with a view to achieve better synergy and control over FactorRus.
Since acquisition up to 30 June 2014, FactorRus contributed a loss of USD4.36 million to the Group's results. If the acquisition had occurred on 1 January 2014, management estimated losses would have increased by USD0.17 million. In determining these amounts, management has assumed that the fair value adjustments, deternined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2014.
The share of results in FactorRus for the period 1 January 2014 is being accounted for in the Income Statement as "Share of loss of equity accounted investees".
The Group transferred a total cash consideration for the equivalent of RUB20,419,213 (USD577,540) on acquisition date. There was no other form of consideration transferred to the seller.
The Group incurred acquisition-related costs of USD12,154 mainly relating to external legal fees and related transfer expenses. These costs have been included in 'administrative expenses' in the condensed interim income statements.
The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.
| Russian roubles | US Dollars (at acquisition date) |
|
|---|---|---|
| Loans and advances to customers | 225,123,000 | 6,367,411 |
| Loans and advances to banks | 110,149,000 | 3,115,470 |
| Deferred taxation | 75.634.000 | 2,139,243 |
| Property and equipment | 1,609,000 | 45,509 |
| Intangible assets | 593,000 | 16,772 |
| Other assets | 120,090,000 | 3,396,643 |
| Amounts owed to banks | (566.140.000) | (16,012,784) |
| Accruals and deferred income | (30,900,899) | (874,006) |
| Total identifiable net liabilities acquired | (63,842,899) | (1,805,742) |
This business combination has been accounted for on a provisional basis.
No intanqible assets, other than Goodwill as disclosed below, or contingent liabilities have been identified upon the actity.
If new information obtained within one year of the acquisition date about facts and circumstances that existed at the acquistion date identifies adjustments to the above amounts, or any additional assets/liabilities that existed at the accounting for the acquisition will be revised retrospectively. This may impact other, the "net fair value gain on previously-held investment in associates" (see Note 7) and "goodwill" (see Note 11).
Goodwill arising from the acquisition has been recognised as follows:
| Russian roubles | US Dollars (at acquisition date) |
|
|---|---|---|
| Total consideration transferred | 20,419.213 | 577,540 |
| NCI, based on their proportionate interest in the recognised | ||
| amounts of the asset and liabilities of FactorRus | (12,768,580) | (361,148) |
| Fair value of existing interest in FactorRus | 20,419,213 | 577,540 |
| Fair value of identifiable net liabilities | 63,842,899 | 1,805,742 |
| Goodwill (see note 11) | 91,912,745 | 2,599,674 |
The remeasurement to fair value of the Group's existing 40% interest in ClS Factors resulted in a loss of USD410,911 (this loss is explained by the fair value of the existing interest of USD98,531 of translation reserve reclassified to profit or loss – on acquisition date the carrying anount of equity accounted investment was Nil) – see Note 7. This amount has been included in "Net fair value gains on previously held investments in associates" in the condensed interim income statements.
The qoodwill is attributable mainly to: a) growth potential also through synergies between the different Group entities and across the business segments of Trade Finance, Forfaiting and b) the strong technical expertise, talent and market knowledge of the work force. None of the goodwill recognised is expected to be deductible for tax purposes.
On 31 March 2014, the Group through its wholly owned subsidiary FIMFactors B.V. acquired 30% of the shares in India Factoring from Punjab National Bank, India. As a result, interest in India Factoring increased from 49% to 79%, obtaining control of India Factoring.
India Factoring is a factoring company incorporating in India, with its functional and reporting currency being the Indian Rupee (INR). The financial year-end of India Factoring is 31 March.
This acquisition forms part of FIMBank's Group strategy to further the ongoing consolidations in entitles in which the Group has a significant but not a controlling interest with a view to achieve better synergy and control over India Factoring and Finance Solutions Private Limited.
In the three months to 30 June 2014, India Factoring contributed to a loss of USD2.83 million to the Group's results. If the acquisition had occurred on 1 January 2014, management estimates that consolidated loss for the period would have increased by USD.02 million. In determining these amounts, manaqement has assumed that the fair value adjustments, deternined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2014.
The share of results in India Factoring for the period 1 January to 31 March 2014 is being accounted for in the Income Statement as "Share of loss of equity accounted investees".
The Group transferred a total cash consideration of NR1,078,300,000 (USD18,028,757) on acquisition date. There of consideration transferred to the seller.
The Group incurred acquisition-related costs of USD7,558 mainly relating to external legal fees and due diligence costs. These costs have been included in 'administrative expenses' in the condensed interim income statements.
The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.
| Indian Rupees | US Dollars (at acquisition date) |
|
|---|---|---|
| Loans and advances to customers | 7.652,621,000 | 127,948,855 |
| Loans and advances to banks | 81,000 | 1,354 |
| Deferred taxation | 197,158,000 | 3,296,405 |
| Property and equipment | 6,051,000 | 101,170 |
| Intangible assets | 3,625,000 | 60,609 |
| Other assets' | 287,740,497 | 4,810,910 |
| Amounts owed to banks | (5,926,763,000) | (99,093,178) |
| Accruals and deferred income | (133,256,000) | (2,227,989) |
| Total identifiable net assets acquired | 2,087,257,497 | 34,898,136 |
This business combination and the following fair values have been determined on a provisional basis.
If new information obtained within one year of the about facts and circumstances that existed at the acquisition date identifies adjustments to the above amounts, or any additional assess/liabilities that existed at the accounting for the acquisition will be revised retrospectively. This may impact, amongst other, the "net fair value gain on previously-held investment in associates" (see Note 7) and "goodwill" (see Note 11).
Goodwill arising from the acquisition has been recognised as follows:
| Indian Rupees | US Dollars (at acquisition date) |
|
|---|---|---|
| Total consideration transferred | 1,078,300,000 | 18,028,758 |
| NCI, based on their proportionate interest in the recognised | ||
| amounts of the asset and liabilities of India Factoring | 438,324,074 | 7,328,608 |
| Fair value of existing interest in India Factoring | 1,761,223,333 | 29,446,971 |
| Fair value of identifiable net assets | (2,087,257,497) | (34,898,136) |
| Goodwill (see note 11) | 1,190,589,911 | 19,906,201 |
The remeasurement to fair value of the Group's existing (9% interest in India Factoring resulted in a gain of USD8,242,601 (this gain is explained by the fair value of the existing interest of USD29,446,971 less the USD17,126,244 carying amount of equity-accounted investea at the date of acquisition less USD4,078,126 of translation reserve reclassified to profit or loss) – see Note 7. This amount has been included in "Net fair value gains on previously held investments in associates" in the condensed consolidated interim income statements.
The goodwill is attributable mainly to: a) growth potergies between the different Group entities and across the business segments of Trade Finance, Forfaiting and b) the strong technical expertise, talent and market knowledge of the work force. None of the goodwill recognised is expected to be deductible for tax purposes.
1 Other assets include an amount of INR200,000 (USD3,343,922 on acquisition date) due from non-controlling interests and representing the balance due from the latter to India Factoring for the subscription of share capital.
| Group | Bank | ||||
|---|---|---|---|---|---|
| 30 Jun 14 | 31 Dec 13 | 30 Jun 14 | 31 Dec 13 | ||
| USD | USD | USD | USD | ||
| Goodwill | 22,506,191 | ||||
| Software licences | 1,643,812 | 1,342,722 | 1,035,499 | 715,513 | |
| 24,150,003 | 1,342,722 | 1,035,499 | 715,513 |
| Group | |
|---|---|
| 30 Jun 14 | |
| USD | |
| Cost | |
| Balance at beginning of period | - |
| Acquisition through business combination: | |
| India Factoring - |
19,906,201 |
| CIS Factors - |
2,599,674 |
| Currency translation differences | 316 |
| Balance at end of period | 22,506,191 |
| Carrying amount | |
| Balance at beginning of period | l |
| Balance at end of period | 22,506,191 |
If new information obtained within one year of the acquisition date about facts and circumstances that existed the identifies adjustments to the above amounts, or any additional assets/liabilities that existed at the accounting for the acquisition will be revised retrospectively. This may impact, amongst other, the "net fair value gain on associates" (see Note 7) and "goodwill" (see Note 11).
For the purposes of impairment testing, goodwill is allocated to the Group's CGUs as follows:
| Group | |
|---|---|
| 30 Jun 14 | |
| USD | |
| India Factoring | 19,946,706 |
| CIS Factors | 2,559,485 |
| 22,506,191 |
No impairment losses on goodwill were recognised during the six months ended 30 June 2014.
The recoverable amounts of India Factoring and CIS Factors have been calculated using a discounted cash flow approach based on free cash flows to equity. The methodology, referred to as the entity's equity in terms of the aggregate of the equity capital currently invested in the firm and the present value of expected excess returns to equity investors. The model is based on the notion that a firm that earns the fair-market rate of equity) on its equity should see the market value of its equity converge on the equity capital currently invested in it. No impairment losses were recoverable amounts were determined to be higher than their carrying amounts.
The key assumptions used in the calculation of value in use were as follows:
| India | ||
|---|---|---|
| Factoring | CIS Factors | |
| 30 Jun 14 | 30 Jun 14 | |
| % | % | |
| Discount rate | 14.5 | 15.1 |
| Terminal value growth rate | 8.0 | 5.0 |
| Budgeted profit growth rates (average during projection period) |
61.0 | 197.0 |
The discount rate used is based on the rate of 10-year government in the respective country and in the same currency as the cash flows, adjusted for a risk premium to reflect both the increased risk of investing in equites generals risk of the specific entity.
Cash flows of ten years and four years for India Factors respectively were included in the discounted cash flow model. A longterm growth rate into perpetuity has been determined as the lower of the nominal GDP rates for the entity operates and the long-term compound annual profit growth rate estimated by the respective entity. For India Factoring, a projection period longer than five years is being used in view of the relatively short incorporation period of the resultant goodwill on acquisition.
Budgeted profits were based on expectations of future outcomes taking into account past experience revenue growth. Revenue growth was projected taking into average growth levels experienced over the past years and the estimated growth for over the projection period.
The key assumptions described above may change as economic and market conditions change. The Group estimates that reasonably possible changes in these assumptions would not cause the recoverable amount of either entity to decline below the carrying amount.
During the six months ended 30 June 2014 a subsidiary undertaking issued new promissory notes of USD37,433,497 and repaid notes amounting to USD46,873,733. Outstanding balance as at 30 June 2014 amounts to USD26,057,730 (31 December 2013: USD35,498,006).
As disclosed in the Directors' Report under "Annual general meeting 2014", during the Annual General Meeting held on 8 May 2014 the Shareholders approved a Bonus Issue of Shares through the capitalisation of Share Premium account. This resulted in the allotment of 17,939,936 ordinary shares of USD0.50 each with the corresponding increase in Share Capital and decrease in Share Premium.
As also disclosed in the Directors Report under "Changes in controlling", on 3 June 2014, the Bank announced a 16:41 Rights Issue, which offer closed on 25 June 2014 with 66,111,225 Rights fully paid and taken up at USD.65 per share. At 30 June 2014, such Rights have not yet been allotted to existing shareholders and the related and disclosed in the Statement of Financial Position as "Other reserves".
No events occurred that require any additional disclosed in the financial statements for the year ended 31 December 2013.
As disclosed in the Directors Report under "Changes in controlling" and in Note 13 to this Interim Report, on 30 June 2014 the Bank was in the process of allotting 66,111,225 new Ordinary Shares offered at a price of USD0.65 per share, subscribed to by Existing Shareholders under the Rights Issue launched on 3 June 2014. These neve issued, allotted and admitted to the Official List of the Malta Stock Exchange on 4 July 2014.
The lapsed rights were subject to an Internediaries' Offer which closed on 15 July 2014, and as a result of which 257,354 lapsed rights at USD0.65 were taken up by Internediaries. The neve issued, allotted and admitted to the Official List of the Malta Stock Exchange on 22 July 2014.
As a result of a Rights Issue underwriting agreement which the Bank has entered into with Tunis International Bank S.A. (a member of the KIPCO Group), the Group is, at the date of this report, finalising the allotment process of 7,692,307 new Ordinary Shares at a subscription price of USD0.65 each.
I hereby confirm that to the best of my knowledge:
Margrith Lütschg-Emmenegger President
To the Board of Directors of FIMBank p.l.c.
We have reviewed the accompanying condensed interim financial statements of FIMBank") and of the Group of which the Bank is the parent ("the Condensed Interim Financial Statements") set out on pages 7 to 32 which comprise the condensed statements of financial position as at 30 June 2014, and the related condensed statements of comprehensive income condensed statements of changes in equity and condensed cash flow statements for the six-month period then ended . Management is responsible for the preparation and presentation of the condensed in accordance with IAS 34, Interin Financial Reporting, adopted by the EU. Our responsibility is to express a conclusion on these interim financial statements based on our review.
This report is made solely to the Board of Directors in accordance with the terms of our engagement and is released for publication in compliance with the requirements of Listing Rule 5.75.4 issued by the Listing Authority. Our review has been undertaken so that we might state to the Board of Directors those matters we are required to state to it in this report and for no other purpose. To the fulled by law, we do not accept or assume responsibility to anyone other than the Board of Directors for this report, or for the conclusions we have expressed.
We conducted our review in accordance with the Interiew Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial statements consists of marily of 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 and consequently does not enable us to obtain assurance that we would become aware of all significant might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that the accompanying condensed interim financial statements for the six month period ended 30 June 2014 are not prepared, in accordance with IAS 34, Interim Financial Reporting, adopted by the EU.
During the period under review, the Group acquired controlling interests in two entities previously classified investees'. Consequently, these entities are now consolidated of the Group. As required by IFRS 3, Business Confinations, the carrying amounts of those investments at the date of such step-up acquisitions have been re-measured to fair value gain recognised in profit or loss amounting to USD 7,831,610.
Without qualifying our conclusion above, we draw attention to Notes 7, 10 and 11 to the condensed interim financial state that the accounting for these acquisitions was carried out on a permitted by IFRS 3. Those notes explain that, should new information obtained within one year of the acquisition identifies adjustments to the implied fair values of the entities at the Group obtained control, then the accounting for the acquisitions under IFRS 3 will be revised retrospectively. Any such annongt others, the Net fair value gain on previously-held in the Income Statement and 'Goodwill' amounting to USD 22,506,191 in the Statement of Financial Position.
Hilary Galea-Lauri (Partner) for and on behalf of KPMG Registered Auditors Portico Building Marina Street Pieta' PTA 9044 Malta
05 August 2014
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