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We have examined the statements of assets and liabilities of the Institute for the
Protection of Bank Savings (the Institute), as of December 31, 2002 and 2001, and the income
and expenditure statement and of changes in assets and liabilities related to them, for the
years ending on those dates. These financial statements are the responsibility of the
Institute’s Administration. Our responsibility is to express an opinion on these financial
statements based on our audit.
Our examination was performed based on the generally accepted auditing standards,
which require that the audit is planned and performed in order to be sure that the financial
statements are free from material misstatement and that they are prepared in accordance with
the generally accepted accounting principles. The audit consists in the examination, based on
selective tests, of the evidence supporting the figures and disclosures in the financial
statements; likewise, it includes assessing the accounting principles used of significant
estimates made by the Administration as well as the presentation of the financial statements
as a whole. We consider that our examination provides reasonable basis to support our
opinion.
I. As explained in Note 1, items a) and g) from the financial statements, the Institute was
constituted on January 20, 1999, upon that provided by the Law for the Protection of Bank
Savings. In consequence, as of this date, the Institute assumed the rights and obligations
subscribed by the Fund for the Protection of Bank Savings (Fondo Bancario de Protección al
Ahorro - FOBAPROA) and by the Support Fund for the Securities Market (Fondo de Apoyo al
Mercado de Valores - FAMEVAL), except for those corresponding to the Capitalization and
Loan Portfolio Purchase Programs, which will be assumed when the provisions stated in the
transitory Articles from such law are met, related mainly to the release from the liabilities
which may arise, based on the conclusion from the audits ordered by the Chamber of
Deputies and when the transactions that several Institutions of Multiple Banking have with the
FOBAPROA are cancelled. In virtue of the condition stated in the law mentioned above, the
Institute recognizes in the liabilities called “Reserve for Capitalization Programs and Loan
Portfolio Purchase pending to be assumed”, shown in Note 8, the estimated loss to be
assumed in order to formalize the Capitalization and Loan Portfolio Purchase Programs, equal
to $106,760 million Mexican pesos as of December 31, 2002.
II. As shown in Note 7 to the financial statements, the Institute has accounts receivable
derived from financial strengthening programs of banking institutions for an amount of
$178,975 million Mexican pesos as of December 31, 2002, which represents the estimated
net value of the rights of flows to be received in the future affected by the Institutions in favor
of the Institute, determined by these institutions based on the valuation rules of such assets,
issued by the National Banking and Securities Commission. The Institute’s Administration has
determined, as of December 31, 2002, an additional preventive provision for credit risks for an
amount of $162,075 million Mexican pesos based on estimates of the recovery value of such
assets, which due to the existing uncertainty on market conditions in which these assets are
to be realized in the future, may not be enough or may result excessive to ensure recovery of
such amounts receivable at the value shown in the financial statements.
In our opinion, the financial statements mentioned above present reasonably, in all
significant aspects, the assets and liabilities of the Institute for the Protection of Bank Savings
as of December 31, 2002 and 2001 and its income and expenses, as well as the changes in
its assets and liabilities for the years ending on those dates, in compliance with generally
accepted accounting principles.
2002 2001
ASSETS
CURRENT ASSETS:
IPAB Fund
Cash and investments
mentsin in
securities
securities
(Note
(Note
2c)
2c) $ 27,511 $ 29,490
Sundry debtors (Notes 2 d and 3) 15 602
Temporary investments (Notes 2 f, and 4) 3,857 4,241
31,383 34,333
FOBAPROA Fund
Cash and investments in securities (Note 2c) 2 1
Credits granted to financial institutions,
net (Notes 2e and 5) 187 189
Temporary investments (Notes 2f and 4) 165 172
354 362
FEES RECEIVABLE
GUARANTEED OBLIGATIONS (Notes 1 c and 2 o) 3,590 ---
OTHER ASSETS 35 36
2002 2001
IPAB Fund
REVENUE:
Fees received from Institutions (Notes 1d, 2 l and 15 a) $ 5,153 $ 5,836
Less- Resources allocated to FOBAPROA operations
(75%) (Note 1 d ) 3,864 4,377
1,289 1,459
REVENUE:
Resources received from the IPAB Fund (Note 1d) 3,864 4,377
Financial products 16,090 28,899
Recovery of trust beneficiary rights (Note 2g) 2,153 1,296
Valuation on temporary investments (Note 2 f) --- 219
Other income 7,161 ---
29,268 34,791
2002 2001
OPERATION:
Loss before the increase to resources to be
allocated - via the Federal Expense Budget
long term $ (17,063) $ (59,954)
Add: items that did not require resources-
Bank savings protection provision 777 1,023
Creation of a reserve for litigation matters 26 23
Valuation of temporary investments 1,086 3,775
Preventive provisions 20,886 28,086
Acknowledgement of financial institutions losses 10,604 19,362
Reserve for capitalization and loan portfolio ppurchase programs
pending assumption 8,659 10,358
Depreciation 13 13
24,988 2,686
TREASURY:
Payment of bank and other entity loans 31,539 (7,021)
Issuance of savings protection bonds 71,003 79,050
Resources obtained from treasury 102,542 72,029
INVESTMENTS:
Temporary investments (695) 975
Investments in furniture and equipment (6) (6)
Other assets 1 4
Resources obtained from investments (700) 973
The Institute for the Protection of Bank Savings (the Institute) is a decentralized
organism of the Federal Public Administration with its own legal status and patrimony. Its
constitution, functions, performance, control and assessment is governed by the Law for the
Protection of Bank Savings (the law), published in the Official Gazette of the Federation on
January 19, 1999, which became effective on January 20, 1999 and modified by decree on
June 1, 2001, as well as the Federal Law of Entities of State Participation and other provisions
applicable to the Decentralized Federal Public Administration (with the exceptions pointed out
by such law). The Institute’s objects are:
1. Administer a protection system for bank savings, for the benefit of the interests of the
persons who carry out transactions guaranteed upon the terms of the law (including
those determined by the Institute during the transition period pursuant to its Transitory
Article Eleventh), a protection system for bank savings which guarantees payment
through the assumption by the Institute, in a subsidiary and limited manner, of the
obligations of Multiple Banking Institutions (the Institutions) derived from such
operations.
2. Administer, in terms of the law, the Financial Strengthening Programs formulated and
executed for the benefit of the savers and users of the Institutions and to safeguard the
National payment system.
The patrimony of the Institute is made up by ordinary and extraordinary fees covered by
the Institutions in the terms of the law, the products, yields and other goods derived from
operations it performs; interests, rents, surpluses and other profits obtained from its
investments; resources from financing; goods and properties acquired for the fulfillment of its
object; as the case may be, with the resources annually authorized in the corresponding
Federation Expenses Budget (PEF) and all the other rights and obligations which the Institute
may receive, acquire or contract by any legal means in compliance with the law.
The Government and the Administration of the Institute are responsibility of a
Governing Board and an Executive Secretary, respectively. The Governing Board, has the
following powers, among others:
- Work out on the source that the Institute grants, in each case, the support foreseen in
the law, as well as its terms and conditions.
- Declare the precautionary management under the assumption set forth in Article 50 of
the law, as well as to approve the liquidation or the request to ask for the suspension of
payments or bankruptcy of the Institutions.
- Approve the ordinary fees as well as the criteria to establish differentiated fees and
approve, prior opinion of the Ministry of Finance and Public Credit (SHCP),
extraordinary fees to be covered by the Institutions.
- Establish policies, bases and guidelines for the administration, conservation and
alienation of capital assets, as set forth by Article 5 of the law (Goods), that make up
the patrimony of the Institute, which allow the highest recovery value under the best
conditions; either through the same Institutions or through specialized third parties.
- Approve the Institute’s income and expenses program for each year, as well as the
operations by which the Institute obtains financing.
- In general, carry out all acts and operations necessary to improve the Institute’s
management
Based on Articles 25, 68, 80 and Tenth Transitory of the law, on a Meeting held on
December 14, 1999, the Governing Board of the Institute approved that from 25% of the fees
paid by the Institutions, and once the Institute’s administrative and operating expenses are
paid reserves will be constituted in order to cover the secured obligations provided by the law
and in the “Program through which the Secured obligations within the Transition Period are
made known by the Institute for the Protection of Bank Savings” (Program of Gradual
Reduction of Coverage) published in the Official Gazette of the Federation on May 31, 1999,
and modified upon Decree published on December 14, 2000, with the purpose to protect the
savers. The resources received out of the fourth part of the amount of these fees will be
maintained in a deposit for its investment in an account with Nacional Financiera, S.N.C.
(NAFIN).
c) Secured obligations
1. Coverage
Pursuant to that set forth in Chapters I and II of Title Second of the law, banking
deposits of money are considered secured obligations (demand, withdrawable on specific
days, savings and term investments or prior notice) as well as the loans and credits in charge
of Institutions referred to in fractions I and II of Article 46 of the Law of Credit Institutions (LIC).
- The obligations in favor of financial entities, whether they are domestic or foreign.
- The obligations in favor of any corporation that is a part of the financial group to which,
if applicable, the Institution belongs.
- The transactions which have not been subject to legal, regulatory or administrative
provisions, as well as to good banking practices and uses in which the holder acted in
bad faith, and those related to illicit acts or transactions which are under assumptions of
the Article 400 Bis of the Mexican Federal Penal Code.
The Institute will pay the balance of the secured obligations, considering the principal
and accessory amounts for an amount of up to the equivalent to four hundred thousand
Investment Units (UDIs) per individual or entity, notwithstanding the number and class of such
obligations in its favor or in charge of the same Institution.
In compliance with Article Eleventh Transitory of the law, the regime of the secured obligations
set forth in the law itself will become effective no later than December 31, 2005. In this sense,
under the terms of th Article Eleventh Transitory, on May 31, 1999, the Program, through
which the Secured obligations within the Transition Period was made known by the Institute,
was published on the Official Gazette of the Federation, which was modified by Decree
published on December 14, 2000. The program establishes the regime applicable to the
secured obligations as of June 1, 1999, allowing the gradual transition between the protection
regime previous to the law and that established, in such a manner that in the last year of the
Program, same which begins on January 1, 2005, will reach the limit of coverage established
in the above paragraphs on Article Sixth of the same law.
Currently, the Institute guarantees the total amount of all the obligations of full service
banking institutions, provided that they are derived from their own operation, except for those
excluded from coverage during the first to the fourth stage of the Program. The Program
points out that the Institute will reduce the type and amount of secured obligations according
to the following timetable:
As of January 1, 2003 - The highest amount to be paid by the Institute regarding the
obligations other than obligations from pledge deposits, tax collections, contributions in favor
of the Treasury of the Federation and clearing accounts of securities, will be equivalent to 10
million UDIs per individual or entity, notwithstanding the number and class of obligations in its
favor and in charge of the same institution.
As of January 2004 and until December 31, 2004 - Only the deposits, loans and credits
referred to in fractions I and II of Article 46 of the LIC for an amount of up to 5 million UDIs per
individual or entity will be guaranteed, notwithstanding the number and class of such
obligations on its behalf and under the same Institution.
2. Payment
The Governing Board of the Institute, in its Thirty-Eighth Ordinary Meeting of July 2,
2002, established, as a policy, that in case the Institute pays the secured obligations pursuant
to Article Seventh of the law or grants a financial support based on that provided in Article
Twenty-Eight of the same law and does not have resources in the accumulating reserve, the
following shall proceed:
- The payment of secured obligations or the granting of financial supports will be made in
a subsidiary manner with the resources authorized in Section 34 of the Federation
Expenses Budget and that are available, upon Articles 47 and 68 fraction I of the law or
with resources from the contracting of loans based on that provided by Article 46 of the
same ordinance.
- With the resources to be obtained by the Institute through subrogation in terms of that
provided in Article 17 of the law in the rights of collection derived from the payment of
secured obligations and with the fourth portion of the fees, firstly, the liabilities
contracted for the payment of secured obligations upon that provided by the
aforementioned Article 46 must be paid and then the liabilities of the Institute for an
amount of up to the equivalent of the Fiscal Resources used in terms of Article 68
fraction I of the law must be covered, updated with a monthly capitalization, at the
arithmetical average of the equilibrium interbank interest rate (TIIE in Spanish) on a 28-
day term, published from the date on which these resources have been used to the
date on which these payments are made. Once the aforementioned is made, the
Reserve for the Protection of Bank Savings will be reestablished.
- With resources obtained by the Institute from the sale of the assisted full service
banking institution or its assets, in the case that the Institute grants a financial support
pursuant to Article 28 of the law, and with the fourth portion of the fees, firstly, the
liabilities contracted to grant such support according to the stated in Article 46 must be
paid and then the liabilities under the Institute for an amount equivalent to that of the
Fiscal Resources used upon Article 68 fraction I of the law, updated with a monthly
capitalization, at the arithmetical average of the equilibrium interbank interest rate (TIIE)
on a 28-day term published from the date on which these resources have been used to
the date on which these payments are made. Once this has been made, the Reserve
for the Protection of Bank Savings will be reestablished.
- In the case that the Institute contracts financings based on that provided in Article 46 of
the law, and if in some of the dates of payment there is a lack of the resources derived
from the fourth portion of the fees or of the recoveries described on the two paragraphs
above, Fiscal Resources will be used, or resources from refinancing transactions,
referred to in Article 2 of the Law of Income of the Federation for the Fiscal Year 2002 or
subsequent ordinances which grant the power to refinance the liabilities of the Institute.
Resources obtained later derived from the recoveries described in the two paragraphs
above and from the fourth portion of the fees must be applied firstly to the payment of
liabilities under the Institute for an amount equivalent to that of the Fiscal Resources or
the resources from the refinancing transactions used for the payment of the financing
contracted pursuant to Article 46 of the law, updated with a monthly capitalization, at
the arithmetical average of the equilibrium interbank interest rate (TIIE) on a 28-day
term published from the date on which these resources have been used to the date on
which these payments are made. Once the aforementioned has been made, the
Reserve for the Protection of Bank Savings will be reestablished.
3. Payments made
On February 28, 2002, the Secretariat of Finance and Public Credit, after knowing the
opinion of the Banco de México and of the National Banking and Securities Commission,
agreed to issue the revocation of the authorization to Banca Quadrum, S.A. (Banca Quadrum)
to operate as a Multiple Banking Institution for being under the grounds of revocation foreseen
in fraction III of Article 28 of the Law for Credit Institutions, since it had losses which affected
its minimum capital.
On March 4, 2002, the Secretariat of Finance and Public Credit published on the
Official Gazette of the Federation and on two of the widest spread newspapers, the statement
of revocation and registered it at the Public Registration Office of Commerce, which
established the dissolution and liquidation of the Institution.
In compliance with Article 29 of the LIC as well as with Article 55 of the law, the Institute
will perform the functions of liquidator of the Institutions that are under a liquidation status,
which it can carry out with its personnel or by proxy, who will be appointed for such purpose,
thus, on March 4, 2002, the Institute appointed KPGM, Cárdenas Dosal, S.C., as its proxy
agent in order to perform the functions of liquidator at Banca Quadrum, prior approval from the
Governing Board. On that same date, the liquidator proxy received the administration of
Banca Quadrum.
In compliance with Article 16 of the law, the Institute will pay the secured obligations
within the ninety days following the date on which the liquidator has taken over. Such term
was from March 4 to June 2, 2002, during which, the Institute paid off the secured obligations
for an amount of $ 4,598. On the date of these financial statements, the Institute has
recovered $2,988 and $ 49 for the concept of capital and interests, respectively.
On August 5, 2002, the SHCP published on the Official Gazette of the Federation and
in two of the widest spread newspapers, the statement of revocation of the authorization to
Banco Anahuac, S.A. (Banco Anahuac) to operate as a Multiple Banking Institution for being
under the grounds of revocation foreseen in fractions III and IV of Article 28 of the LIC.
In compliance with Article 29 of the LIC as well as with Article 55 of the law, the Institute
will perform the functions of liquidator with its personnel or by proxy, who will be appointed for
such purpose, thus, on August 2, 2002, the Institute appointed Ruiz Urquiza y Cía., S.C.
(currently Galaz, Yamazaki, Ruiz Urquiza, S.C.) as its proxy to act as liquidator.
In compliance with Article 16 of the law, the Institute will pay the secured obligations
within the ninety days following the date on which the liquidator has taken over. Such term
was from August 2 to November 4, 2002, during which, the Institute paid off the secured
obligations for an amount of $ 787.
On August 26, 2002, the SHCP published on the Official Gazette of the Federation and
on two of the widest spread newspapers, the statement of revocation of the authorization to
Banco Industrial, S.A. (Banco Industrial) to operate as a Multiple Banking Institution for being
under the grounds of revocation foreseen in fraction III of Article 28 of the Law for Credit
Institutions.
In compliance with the Article 29 of the LIC, as well as with Article 55 of the law, the
Institute will perform the functions of liquidator with its personnel or through proxy, appointed
for such purpose, thus on August 26, 2002, the Institute appointed S.C.I., S.A. de C.V.,
Servicios Corporativos Integrados, as its proxy in order to act as liquidator.
In compliance with Article 16 of the law, the Institute will pay the secured obligations
within the ninety days following the date on which the liquidator has taken over. Such term
was from August 26 to November 24, 2002, during which, the Institute paid off the secured
obligations for an amount of $ 4,562. On the date of these financial statements, the Institute
has recovered $ 98 and $ 2 for the concept of capital and interests, respectively.
On December 2, 2002, the SHCP published in the Official Gazette of the Federation
and on two of the widest spread newspapers, the statement of revocation of the authorization
to Banco del Sureste, S.A. (Banco del Sureste) to operate as a Multiple Banking Institution for
being under the grounds of revocation foreseen in fraction III of Article 28 of the Law for Credit
Institutions.
In compliance with the Article 29 of the LIC, as well as with Article 55 of the law, the
Institute will perform the functions of liquidator with its personnel or through proxy, appointed
for such purpose, thus on November 29, 2002, the Institute appointed S.C.I., S.A. de C.V.,
Servicios Corporativos Integrados, as its proxy agent in order to act as liquidator.
In compliance with Article 16 of the law, the Institute will pay the secured obligations
within the ninety days following the date on which the liquidator has taken over. Such term is
from December 2, 2002, to February 28, 2003. As of December 31, 2002, the Institute has
paid off secured obligations for an amount of $ 1,801.
The Institutions are bound to pay the Institute the ordinary and extraordinary fees
established by the Governing Board, which may establish different ordinary fees for the
Institutions. The ordinary fees must be paid on a monthly basis and should not be less than
four to the thousand on the amount of the liabilities of the Institutions. When the Governing
Board establishes extraordinary fees, these cannot exceed, within a year, three to the
thousand on total the amount of the Institution’s liabilities. The ordinary and extraordinary fees
cannot exceed, within a year, eight to the thousand on the total amount of Institution’s
liabilities.
As an exception, the Institute, either by itself or at the request of the Commission, may
grant the financial support devoted to provide liquidity or financial strengthening to an
Institution. Support may be granted through share subscription and subordinated loans,
assumption of obligations, granting of loans or the acquisition of assets, according to
provisions set forth by the law.
Financial support will only be granted from the Institute’s own funds and through
financing contracted by the Institute according to Article 46 of the law which, by no means,
shall exceed 6%, every three years, of the total of liabilities of the Institutions published by the
Commission on the previous month. For the purposes of this limit, the guarantees granted by
the Institute will also be computed.
Financial supports granted by the Institute, through credits, will be guaranteed with
stock shares with full voting rights, representing the ordinary capital stock of the Institution
supported. If the obligations derived from the support granted by the Institute are not met, the
exercise of the patrimonial and corporate rights related to the representative stock of the
capital will correspond to the Institute itself. The guarantee in favor of the Institute will be
considered of public interest and preferential to any right constituted on such titles.
In the case that the obligations related to the financial supports granted by the Institute
are not met, the guarantee may be awarded. If the Institution requires to be capitalized to
recover stability, the Institute, exercising its corporate rights on stock shares or once these
guarantees are awarded, will be able to carry out the contributions of capital needed by acts
tending to apply the positive items of the net assets to the absorption of the losses of the
Institution, reducing the capital stock and making an increase which will be subscribed and
paid by the Institute and granting the right to previous stockholders to acquire the shares upon
the percentages of which they were holders, provided they pay the loss ratio which may
correspond to them.
If the Institute cannot meet its obligations, the Congress of the Union will establish the
measures it considers convenient for the payment of the secured obligations and the
financing referred to in Article 46 of the law. This guarantee must be stated in compliance with
the legislation applicable, on credit titles or other instruments on which these obligations are
documented.
Note 6 describes the supports granted by the Institute as of December 31, 2002 and
2001, which adhere to the guidelines set forth by the law.
f) Budgetary Resources
Based on Article 74, fraction IV of the Political Constitution of the United Mexican
States and in compliance with that provided by Article 47 of the law, the Chamber of Deputies
will provide, at request of the Federal Executive will include in a specific section in the
Federal Expenses Budget, the correspondent budgetary amount for the Institute to meet its
guaranteed obligations and contracted financing, arising from the capitalizations or financial
strengthening programs of Institutions.
Likewise, the Institute is empowered, upon Article 68, fraction II of the law, to receive
and allocate the resources authorized by the Federal Expenses Budget of each fiscal year, to
support, in a subsidiary manner, the compliance of the obligations assumed by the Institute in
terms of the law, as well as to instrument and manage support programs to savers and
debtors of the banks.
The financing and the resources authorized in the Federal Expenses Budget that the
Institute might receive can never be used for a different purpose than the one authorized.
According to Article Seventh Transitory of the law, as of January 20, 1999, subject to
the conduction of the corresponding audits to define applicable legal and economic
responsibilities, or to the transfer of Property to third parties, in protection of the rights of good-
faith third parties, and to provide, on the most expedite manner, the recovery thereof, the
Institute assumed the ownership of the transactions under financial strengthening programs,
different from capitalization and loan portfolio purchase programs carried out by the
FOBAPROA and the FAMEVAL, as well as the those corresponding to the Institutions
Intervened by the Commission, except for the transactions excluded by approval of the
Technical Committees of the FOBAPORA and FAMEVAL.
Also, by express mandate under Article Eighth Transitory of the law, as of that same
date, the Institute assumed the loans granted by Banco de México to the FOBAPROA and the
FAMEVAL. However, it was not until March 15, 2000, upon an agreement made, when the
Institute recognized a liability to that date in favor of Banco de México for 23,987,953,287
UDIs, without yielding interests, with the agreement to liquidate the unpaid balance with no
charge to the Institute within 30 past due and successive annual payments, with value date of
the last working day of the bank of each year. As of December 31, 2002 and 2001, the
Institute does not reflect in its financial statements those liabilities, since according to the
aforementioned it will not affect its results.
Article Fifth Transitory of the law establishes that once the audits requested by the
Chamber of Deputies are completed, the Institutions participating in the “Capitalization and
Loan Portfolio Purchase Program” of the FOBAPROA may opt to terminate the contracts and
cancel their transactions with FOBAPROA. To this end, they must return the credit
instruments FOBAPROA issued in their behalf; in exchange, the FOBAPROA will return the
collection rights of the portfolio object of the Capitalization and Loan Portfolio Purchase
Program. In turn, the Institute will grant the banks a guarantee or a payment instrument which
will cover the collection rights of the portfolio object of the program mentioned above, in
accordance with General Rules of the New Program referred in Article Fifth Transitory of the
law (the General Rules), published on the Official Gazette of the Federation on June 18, 1999.
In virtue of the aforementioned, as of December 31, 2002 and 2001, the Institute recognized a
liability called “Reserve for Programs of Capitalization and Purchase of Portfolio pending to be
assumed” as the estimated loss it will assume upon formalizing the programs which is
determined based on the values of such programs on those dates.
The Governing Board of the Institute in its Thirty-Fourth Extraordinary Meeting held on
May 14, 2002, approved to carry out the formalization of the New Program referred to in the
previous paragraph, in order to terminate the contracts and cancel the transactions made by
the Institutions and the FOBAPROA and to exchange the corresponding payment instruments
issued in favor of the Institutions for the new instruments referred to in Article Fifth Transitory
of the law.
Article Nineteenth Transitory of the law establishes that whenever FOBAPROA and
FAMEVAL are referred to in laws, regulations, resolutions, official letters, records and
agreements regarding the management and functioning of these trusts, it will be understood
that it is the Institute who is being referred to, including the related to references to debtor
support programs. Regarding activities or agreements related to the transactions mentioned
in Articles Fifth, Seventh and Eighth Transitory of the law, it should be understood it is the
Institute which is being referred to, under terms and conditions of the audits already
mentioned. In no case will the Institute be considered to be universal surrogate of
FOBAPROA and FAMEVAL.
Article Thirteenth Transitory of the law establishes that the Institute should conclude the
processes or the management designation of underlying Assets within a maximum term of
five years as of the enforcement of the law, except for the sale or delegation of the
administration of the assets of Institutions under the Commission’s intervention that are
subject of liquidation processes, which must be concluded in a three year period.
h) Working obligations
Working relations of the personnel of the institute is regulated by Section “B” of Article
123 of the Constitution; consequently, all commitments related to employee pension benefits
will be assumed by the Social Security and Services Institute for Government Employees
(ISSSTE).
On March 29, 2000, the Governing Board of the Institute approved the “General
Working Conditions for the Employees of the Institute for the Protection of Bank Savings”,
which were brought before the Federal Court of Conciliation and Arbitration on May 30 of the
same year in which obligations related to indemnity payments and seniority premiums
payable to employees who stop rendering services under certain circumstances are
established. As of December 2002 and 2001, these liabilities are not relevant.
The accounting policies followed by the Institute are in compliance with the generally
accepted accounting principles and according to the Basic Governmental Accounting
Principles, and to the standards issued by the SHCP’s Governmental Accounting and Public
Management Reporting Unit.
The policies require the Institute’s Administration to perform specific estimates and use
of several assumptions to determine the valuation of some of the items included in the
financial statements and to develop the required disclosures therein. Even though the
estimates and assumptions may differ from their final effect, the Institute’s Administration
believes the assumptions and estimates are adequate given the circumstances.
a) Accounting by Funds
In line with the law’s provisions, the Institute’s financial statements disclose in separate
accounts resources, revenues and expenses directly or indirectly related to the liquidation of
financial strengthening programs; accordingly, in order to provide the necessary transparence
in the accounting items in compliance with the law, the Institute’s Administration adopted the
accounting by funds method described below:
IPAB Fund
In the accounts identified within the Institute Fund, the transactions performed by the
Institute on its own are registered beginning January 20, 1999, upon the provisions stated in
the law.
FOBAPROA Fund
The FOBAPROA Fund accounts contain the FOBAPROA and FAMEVAL assumed
rights and obligations, or the ones to be assumed, as the case may be, in compliance with
legal provisions, as well as all of the transactions performed by the Institute aimed at
recovering the assumed Assets, subject to the provisions stated in the law’s Transitory
Articles.
The Institute updates all the financial statements in Mexican pesos according to the
purchasing power as of year-end, in recognition of inflation effects. The financial statements of
the prior year have been updated to the values of the last closing and its figures differ from
those originally presented. Consequently, since financial statements are all expressed in the
same values, they are comparable to each other.
In order to recognize the inflation effects in terms of the purchasing power of the
Mexican peso as of year-end, the following procedure was used:
Chattel assets and equipment are updated with a factor derived from the National
Consumer Price Index (INPC) from their acquisition date. Depreciation is recorded based on
the estimated asset’s useful economic life on the restated value.
Revenues and expenses that affect or derive from monetary items (securities
investments, bank loans, obligations, etc.) are restated from the month in which they arise
through year-end, based on factors derived from the INPC.
The result from monetary position, which represents the effect on the purchasing power
of the monetary items caused by inflation, is determined by applying to the net assets or
liabilities, at the beginning of each month, the factor of inflation derived from the INPC and it is
restated through year-end with the corresponding factor. In the case of monetary assets, this
provokes a loss, while in the case of the monetary liabilities it causes a profit.
.
- In the Statement of changes in assets and liabilities
It shows the changes in constant Mexican pesos in relation to the financial position at
the end of the previous period restated to Mexican pesos as of the latest year-end.
d) Sundry debtors
These loans are mainly represented by simple loans provided by the FOBAPROA or
the FAMEVAL to certain Institutions, brokerage houses and financial groups, so they can
meet their obligations. These loans bear capitalizable interests on a regular basis. Past-due
interests are recognized upon collection. Given the financial situation of these Institutions, a
bad debt expenses account estimate has been established. These Institutions are intervened
by the Commission or undergoing liquidation.
The investments are represented by stock shares of financial institutions and other
companies where the Institute has a share, valued at its liquidation or realization value. The
Institute does not consolidate the financial statements of the Institutions in which it holds a
majority equity interest, since these investments are considered temporary and should last as
long as the financial strengthening process thereof is concluded, in order to leave them in
suitable condition to be sold or liquidated.
Additionally, a liability has been recognized for the amount that represents the
estimated contributions which, in this case, the Institute’s technical areas will have to make in
those entities and in other Institutions that the Institute will have to support due to losses
incurred in the period before their sale or liquidation. This liability is shown under the
“Recognition of Financial Institutions’ Losses” account.
- Beneficiary rights on Assets such as loan portfolios, shares, sovereign debt bonds,
other assets, etc., which have been assigned to several trusts created by the banks that
received the financial support, where the Institute is beneficiary, as well as the trust
mentioned in Note 6 b),which the Institute created at Bancrecer, S.A., or with Assets
received as donation and where the Institute acts as trustor and trustee. These rights
are valued based on the trusts’ net worth, and are restated according to its increase or
decrease, debiting or crediting the “Financial Strengthening Program” account.
- Fiduciary rights on “flows” derived from the management, recovery and collection of
several Assets, which are mainly represented by loan portfolios of the Institutions and
by the assets assigned legally foreclosed or pledged from such loans, designated by
the trusts where the Institute is the beneficiary.
- Collection rights are registered based on the estimate made of such flows by the
Institutions which are administrating cash-flow generating portfolios and their increases
derived from the interests accrued on such assets, minus the corresponding operation
expenses, are recorded as revenues. It is worth mentioning that these institutions are
the owners of loans and Assets mentioned in this paragraph.
- Liabilities in charge of three trusts that arose from the acquisition of Assets that in the
case of Banpaís, S.A. (Banco Mercantil del Norte, S.A.) and Banca Promex, S.A.
(BBVA Bancomer, S.A.), accrue interests capitalizable on a quarterly basis and, in the
case of Citibank México, S.A., on a monthly basis. These liabilities will be paid off with
Asstes’ collection.
h) Preventive provisions
- In the case of sundry debtors and of loans granted to institutions, the reserves are
computed according to the possibility of recovery of such credits based on the financial
status of each accredited individual.
As of December 31, 2002 and 2001, the net effect on the preventive provisions
registered in the statement of revenue and expenses is shown as follows:
2002 2001
IPAB FUND-
2002 2001
FOBAPROA FUND-
According to Article Nineteenth Transitory of the law, the Institute assumed title to these
programs. The financial statements show an account receivable against the Federal
Government and an account payable for the same amount in favor of the Institutions for the
value of the supports given to debtors.
In order to cover the commitments derived from the fulfillment of the Program of
Support to Debtors for the budgetary year of 2001, the SHCP granted the Institute an increase
on the resources addressed to the Bank Debtors Support Program in federal budgetary
category 34 for a nominal amount of $15,462 and $15,492, respectively.
Likewise, as mentioned in section o) of this Note, the effect of canceling the item of
“Recognition of Losses of Financial Institutions” as of December 31, 2001, corresponding to
Banco Industrial, Banco Anahuac and Banco del Sureste, of $6,622 would have represented a
decrease in the “Long-term funds to be assigned through the federal expenses budget”.
k) Other reserves
The Institute acknowledges, under this item, the contingencies from litigation, which are
mentioned in Note 15, as well as the reserve approved by the Governing Board on August 30,
2000, for an amount equivalent to 150 million UDIs with resources from fees received from the
Institutions for the Institute to hold officers harmless from any claim filed due their licit
behavior. These funds are deposited in an account with NAFIN.
The Institute receives fees from the Institutions, which are determined by the
Commission, according to the provisions published on the Official Gazette of the Federation
on May 31, 1999, related to the ordinary fees to be paid by Institutions. Fees are registered as
they are accrued. Ordinary fees paid to the Institute as of December 31, 2002 and 2001 were
equal to $ 5,009 and $ 5,412, in nominal terms, respectively.
As of December 31, 2002 and 2001, the Institute registered as revenue and an
expense, the assets and liabilities, respectively, which had not been previously registered
within the transfer of FOBAPROA and FAMEVAL’s transactions to the Institute. Likewise, it
acknowledged through a reserve the deficit that is estimated will be assumed when the
transfers from the capitalization programs and loan portfolio purchase programs, mentioned in
Note 1 g), are formalized.
o) Fees to be received to pay secured obligations and subrogation for the payment of
secured obligations
As mentioned in Note 1 c), in regards to the Governing Board’s policy in case the
Institute pays secured obligations and lacks the resources; on June 30, 2002, the Institute
opened an account receivable and payable for a nominal amount of $4,993 whose amount
represents the difference between the nominal amount of $6,498 which the Institute cancelled
from the section “Recognition of Financial Institutions’ Losses”, corresponding to the estimated
toss the Institute might incur in those Institutions, and the nominal balance of the “Bank
savings protection reserve” for an amount of $1,505, which represents the nominal cost
assumed in the “Bank savings protection reserve”. The $4,993 is the nominal cost which
could be covered with the 25% of the fees to be received by the Institute.
During 2002, the Institute paid for secured obligations of Banca Quadrum, Banco
Industrial, Banca Anahuac and Banco del Sureste an amount of $ 11,748, recovering from the
subrogation concept as of July, $ 2,457. Therefore, the difference of $ 9,291 was paid with
resources from the Reserve for an amount of $ 3,884 and from the authorized resources in
“Section 34” of the Federal Expenses Budget for an amount of $ 5,407. The procedure for this
is mentioned in Note 1 c), regarding the policy previously mentioned. As of December 31, the
balance of $ 5,407 has decreased with 25% of the net fees received net of the administrative
expenses for an amount of $ 146 and recoveries for the concept of subrogation of $ 680 and,
has been restated with a monthly capitalization of $ 121.
Due to the aforementioned, the unpaid balance for the resources used from “Section
34” of the Federal Expenses Budget is of $ 4,702, which the Institute has decreased based on
the estimated recovery for the concept of subrogation in the Institutions previously mentioned
for the amount of $ 1,112, netting an account receivable of $ 3,590.
Likewise, the integration of the payments made for the concept of secured obligations,
as well as the accrued interests, the recoveries and their estimate for uncollectible accounts
based on the financial statements of banks, are as follows:
Balance of Estimate of
Institution Payments Accrued the un- Net
made Interests Recoveries account collectible balance
receivable accounts
Banco Anáhuac $ 787 $ 20 $ --- $ 807 $ 681 $ 126
Banco Industrial 4,562 96 100 4,558 3,981 577
Banco del Sureste 1,801 8 --- 1,809 1,471 338
Banca Quadrum 4,598 128 3,037 1,689 1,618 71
$ 11,748 $ 252 $ 3,137 $ 8,863 $ 7,751 $ 1,112
2002 2001
Estimate of Estimate of
Debt uncollectibl Net Debt uncollectibl Net
Concept Amount e accounts balance Amount e accounts balance
Institutions under
liquidation
Banco Capital, S.A. $ 157 $ 157 $ --- $ 152 $ 152 $ ---
Banca Cremi, S.A. 23,539 23,539 --- 1,306 1,306 ---
Banco Interestatal, S.A. 6,594 6,594 --- 6,247 6,247 ---
Banco Obrero, S.A. 10,834 10,834 --- 8,738 8,738 ---
Banco de Oriente, S.A. 13,477 13,477 --- 10,946 10,946 ---
Banco Promotor del
Norte, S.A. 302 302 --- 294 294 ---
Banco Unión, S.A. 76,163 76,163 --- 44,804 44,804 ---
2002 2001
Estimate of Estimate of
Debt uncollectibl Net Debt uncollectibl Net
Concept Amount e accounts balance Amount e accounts balance
Other accounts
receivable
Abaco Grupo Financiero,
S.A. de C.V. 24,296 24,296 --- 26,382 26,382 ---
Grupo Financiero del
Sureste, S.A. de C.V. 19,592 19,592 --- 20,709 20,709 ---
Walworth de México,
S.A. de C.V. 255 255 --- 219 219 ---
Banco Mercantil del
Norte, S.A. --- --- --- 401 --- 401
Others 22 7 15 203 2 201
$ $ 175,216 $ 15 $ $ 119,799 $ 602
175,231 120,401
Institutions in liquidation processes
During 2002 and 2001, the Institute gave resources to several Institutions in the terms
of contracts of mercantile commission, mentioned in Note 4 f).
The Governing Board of the Institute, in its Fortieth Extraordinary Meeting, held
December 4, 2002, authorized the legal and material acts considered necessary or convenient
in order to request the representation of mercantile competition of Banco Union, S.A. and of
Banco Obrero, S.A., Multiple Banking Institutions in liquidation and to enter the contracts and
covenants corresponding to the creditors of such banks, in terms of Article Seventh Transitory
of the law.
As it was mentioned in note 11, the Institute entered several agreements of recognition
of debt and assumption, through which the Institute assumed payment obligation of Banco
Obrero and Banco Unión with several creditors, therefore becoming as debtor and binding
itself to pay the debts in the same terms, conditions and maturity dates foreseen in the initial
contracts.
The Institute’s Administration considered to reserve the total balance of the accounts
receivable to these institutions, based on their financial status.
The debt of Abaco Grupo Financiero, S.A. de C.V., was the result of the capitalization of
Banca Confia, S.A., that the FOBAPROA performed in order to constitute the necessary
capital stock to continue its operation, reduced from the amount received from the sale of the
representative shares of the capital stock of the bank. The Institute’s Administration
considered to reserve the account receivable.
During 2002, the Institute received 64 million US Dollars and $ 80 from the sale of
subsidiary companies of the Financial Group.
It represents the losses of Bursamex, S.A. de C.V., Casa de Bolsa, which the Institute
covered through the capitalization of a loan in charge of Casa de Bolsa and on behalf of the
Institute, on November 29, 2001. The aforementioned was upon the sole agreement of
liabilities entered between Grupo Financiero del Sureste, S.A. de C.V. and Casa de Bolsa.
The Institute’s Administration considered to reserve this balance completely given the
financial status of the Financial Group.
So far, the Institute has recovered USD $ 2.1 million and has granted an interests for
USD $ 2.3 millions.
On January 2, 2002, Banco Mercantil del Norte, S.A., paid off the debt it had with the
Institute, which represented the net value between the sale price of equity of the capital stock
of Bancrecer, S.A., for a nominal amount of $ 1,650, and the capitalization made by the
Institute in Bancrecer, S.A., on the same day for an amount of $ 1,293, and the interests born
up to the date on which resources for $ 22 were liberated.
NOTE 4. TEMPORARY INVESTMENTS AND RECOGNITION OF LOSSES OF
FINANCIAL INSTITUTIONS
2002
Financial Promissory Notes
and Others
Acknow-
ledgement
Percentage of Investment Market of Losses of
Participation in shares Cost Value Financial
Institutions
IPAB Fund
Shares from other Institutions
Grupo Financiero BBVA-Bancomer, S.A. de C.V. 0.04% $ --- $ 17 $ 33 $ ---
Grupo Financiero Scotiabank Inverlat S.A. de C.V. 36.00% 2,384 --- --- ---
Bursamex, S.A. de C.V., Casa de Bolsa 99.99% 93 --- --- ---
Cintra, S.A. de C.V. 36.69% --- 1,383 1,347 ---
Total IPAB Fund $ 2,477 $ 1,400 $ 1,380 $ ---
FOBAPROA Fund
Shares from multiple banking Institutions
Banco del Atlántico, S.A. 99.99% $ 2 $ --- $ --- $ ---
2001
Financial Promissory Notes
and Others
Acknow-
ledgement of
Percentage of Investment Market Losses of
Participation in shares Cost Value Financial
Institutions
IPAB Fund
Shares from other Institutions
Grupo Financiero BBVA-Bancomer, S.A. de C.V. 1.58% $ --- $ 737 $ 1,318 $ ---
Grupo Financiero Scotiabank Inverlat S.A. de C.V. 36.00% 1,961 --- --- ---
Bursamex, S.A. de C.V., Casa de Bolsa 99.99% --- --- --- ---
Cintra, S.A. de C.V. 36.69% --- 1,383 962 ---
Total of IPAB Fund $ 1,961 $ 2,120 $ 2,280 $ ---
FOBAPROA Fund
Shares from multiple banking Institutions
Banco del Atlántico, S.A. 99.99% $ --- $ --- $ --- $ 12,090
On July 31, 2001, the Governing Board approved the sale of the representative shares of the
capital stock of Grupo Financiero BBVA Bancomer, S.A. de C.V., of which the Institute had the
ownership.
On June 26 and July 3, 2002, the operation was brought to closure, involving
135,571,260 and 1,767,117 shares, respectively; resulting in a recovery of USD $1,095 and
USD $ 1.7 million, keeping the ownership of 8,437,166 representative shares of the capital
stock of Grupo Financiero BBVA Bancomer, S.A. de C.V. for the Institute. On November 26,
2002, the Institute entered a mandate contract with NAFIN, through which NAFIN would sale
such shares. To this end, the Institute gave NAFIN the custody and administration of shares,
until the sale referred to above is made. During the period from November 26 to December
31, 2002, the sale of 4,283,410 shares was carried out, yielding the Institute a recovery of $
33. As of December 31, 2002, the Institute continued to be the holder of 4,153,756 shares,
which were completely sold on January 21, 2003.
The IPAB, as surrogate of the rights from FOBAPROA and derived from the conclusion
of the strengthening of Grupo Financiero Inverlat, S.A. de C.V., (GFI) (now Grupo Financiero
Scotiabank Inverlat, S.A. de C.V.) carried out in the year 2000, holds “B” Series shares
representative of 36% of the capital stock of GFI, in addition to being a trust beneficiary of an
additional 9% of the capital stock that the Governing Board, in its Sixth Ordinary Meeting,
authorized to transfer to the eligible stockholders, in the understanding that the maximum
percentage may not be higher than 11.25% of the original ownership position. Thus, the
Governing Board, during its Thirtieth Ordinary Meeting, authorized the Institute to transfer to
the F3540-5 trust constituted at Banco Unión, S.A., 9% of the representative shares of the
capital stock of GFI, with the formalities, terms and conditions approved by the Technical
Committee, following the legal, regulatory and contractual applicable provisions.
The IPAB may sell all the shares owned by GFI, before July 31, 2003, unless
Scotiabank gives written consent to another date. The sale may be performed through public
or private transactions, understanding that no individual or company (except for Scotiabank)
may acquire shares, directly or indirectly, if as a consequence of such purchase it becomes
the beneficial owner of more than 10% of the total of stock with right to vote. In case the sale
is not performed on the term mentioned, Scotiabank will have the option to buy such shares at
a price equal to book value.
The Governing Board, on its Forty-First Ordinary Meeting held on October 2, 2002,
approved the scheme of sale of representative shares of the capital stock of Grupo Financiero
Scotiabank Inverlat, S.A. de C.V., through a public bid procedure and authorized the beginning
of the activities needed in order to contract specialized third parties to participate in the
valuation and sale of shares.
On April 26, 2000, an agreement of debt recognition was entered among Banco de
México, as the FAMEVAL trustee, Bursamex, S.A. de C.V., Casa de Bolsa (Bursamex),
represented by Grupo Financiero del Sureste, S.A. de C.V., (Sureste), and the Institute, which
assumed ownership of the credit in charge of Bursamex and on in favor of FAMEVAL. At the
General Ordinary and Extraordinary Stockholders’ Meeting of Bursamex, held on November
29, 2001, capitalization of the credit in charge of Bursamex and in favor of the Institute was
approved, whose nominal balance to October 31, 2001 was of $ 19,684. This was done
through a nominal contribution of $ 19,592 for the concept of losses and of $ 92 for the
subscription and payment of the capital stock required. Since the Institute kept an estimate of
uncollectible account on the credit balance in charge of Bursamex and the capitalization of
such credit was for the payment of accrued losses, the Institute’s Administration valued the
shareholding in Bursamex through the participation method.
On November 23, 2001, Bancrecer, S.A., made a payment of dividends in kind to the
Institute with 9,261,556 shares “A” Series of Cintra, S.A. de C.V.
As mentioned in Note 6 d), the Institute concluded the strengthening program of Banco
del Atlántico, S.A. (Banco del Atlántico), and presented it at the Ordinary and Extraordinary
General Stockholders’ Meetings of the Bank, during which the following was agreed:
- Recognition of the losses of Banco del Atlántico as of December 31, 1999, equal to
$ 13,499.
- Partially absorption of the losses of Banco del Atlántico, through reduction of the capital
stock, a remainder of losses for $ 11,501.
- With value date as of December 31, 1999, the Institute made a contribution of $8,957 to
partially cover the losses of Banco del Atlántico.
- The Institute subscribed and paid 4,999,999 “O” Series shares at a pair value of one
cent per share.
.
f) Institutions undergoing liquidation
At the Nineteenth Ordinary Meeting the Governing Board of the Institute, the application
of the necessary instruments to support the restructuring strategy was approved as well as the
correspondent obligations’ assumption of the Institutions intervened by the Commission in
which the Institute is a shareholder or creditor in compliance with Articles 68, fraction IV, and
Seventh Transitory of the law.
In compliance with the agreement previously mentioned, the Institute entered with
Banca Cremi, S.A., Banco Unión, S.A., Banco Obrero, S.A., Banco de Oriente, S.A., Banco
Capital, S.A., Banco Interestatal, S.A. and Banco Promotor del Norte, S.A., an assumption
agreement through which the Institute is bound to respond for the transactions of liabilities
which, as the case may be, were carried out by these Institutions. However, the Institute will
not respond for obligations derived from the liabilities arising from subordinated obligations,
derived from credits granted to banking institutions participant in fund transfer systems
managed by Banco de México to back up the obligations in favor of Banco de México itself,
obligations in favor of intermediaries participating in the financial group of which the relevant
bank is a participant, the operations not subject to legal, regulatory, administrative provisions,
as well as to good practices and banking uses, in which there is bad faith from the holder illicit
transactions or acts under the assumptions of Article 400 of the Penal Code for the Federal
District in the matter of court of equity and for all the Republic in the matter of Federal Court,
as well as the obligations or deposits in favor of stockholders, members of the Board of
Directors and of Officials of the two topmost hierarchical levels of the Institution in question, as
well as those in favor of general proxies with administrative powers and general managers of
Institutions to finance its own operation. The recognition of the obligations assumed by the
Institution is recorded in “Recognition of Losses of Financial Institutions”.
In order to eliminate the financing transactions these Institutions entered into the inter-
bank market, a mechanism, through which the resources needed were channeled for the
payment of liabilities, was established. In this regard, the Institute entered mercantile
commission contracts through which these institutions, on their own name, but on the account
of the Institute, may pay of all those liabilities for which the Institute must respond according to
the assumption agreements.
The Governing Board, on its Twentieth Extraordinary Meeting, dated May 9, 2001,
approved the scheme through which the liquidation of the Institutions intervened by the
Commission will be performed.
Derived from the summons made by the SHCP issued to the seven Institutions
mentioned before, on October 1, 2001, the Secretariat of Finance and Public Credit published
in the Official Gazette of the Federation the banking license revocation notice for Banco
Unión, S.A., Banca Cremi, S.A., Banco de Oriente, S.A., and Banco Obrero, S.A.
In the same sense, on October 5 of the same year, the SHCP published the banking
license revocation notice for the other three institutions. This action was based on Article 28 of
the LIC, which placed these institutions under a dissolution and liquidation status, without the
need of agreement of the stockholders’ meeting.
According to Articles 55 of the law and 29 of the LIC, the Institute assumes the role of
liquidator, either through its own personnel or through proxies appointed for such purposes.
In order to comply with the mandate established by the law, the Governing Board, in its
Twenty-Eighth Extraordinary Meeting, authorized the Institute – acting as liquidator - to grant
Galaz, Gómez Morfín, Chavero y Yamazaki, S.C. (Deloitte & Touche) or the subsidiary
company determined by it, the powers of attorney necessary to enter mandate contracts so
that such company could carry out the corresponding functions in compliance with the law.
During 2001, the Institute entered mandate contracts with D&T Case, S.A. de C.V. (a
subsidiary of Deloitte & Touche) for the performance of all the acts and transactions
necessary and convenient to conduct the liquidation of the Institutions as proxy of the
Institute.
So that the Institute could take control and manage the Institutions intervened by the
Commission, in October 2001, the acts of reception and deliver of the seven institutions were
carried out, through the drawing of the delivery-reception minutes with their corresponding
attachments between the Commission and the Institute, through its mediator managers and
through its liquidator proxy, respectively.
The IPAB acting as liquidator and according to the mercantile commission contracts in
effect between it and the institutions undergoing liquidation, during 2002 and 2001, the
following transfers for the concept of mercantile commission.
Credits granted as of December 31, 2002 and 2001, with their corresponding estimate
of uncollectible accounts, are as follows:
2002
Estimate Net Loan
Unpaid of Uncollectible Portfolio
Debtor Balance Accounts
FOBAPROA Fund
Other entities
Grupo Financiero Pronorte, S.A. de C.V. 4,083 4,083 ---
Total $ 60,333 $ 60,146 $ 187
2001
Estimate Net
Unpaid of Uncollectible Loan
Debtor Balance Accounts Portfolio
FOBAPROA Fund
Other entities
Grupo Financiero Pronorte, S.A. de C.V. 3,742 3,742 ---
Total $ 59,097 $ 58,908 $ 189
In the agreement adopted by the Governing Board in the meeting held on April 5, 2000
and since the credits granted are past-due, it was agreed to extend the loans corresponding
to Banco Unión, S.A., Banca Cremi, S.A., and Casa de Bolsa Arka, S.A. de C.V. to
September 29, 2000, and to enter a debt recognition agreement with Banco Interestatal, S.A.,
Banco Capital, S.A., Casa de Bolsa Mexival Banpaís, S.A. de C.V., Casa de Bolsa Estrategia
Bursátil, S.A. de C.V. Casa de Bolsa and Grupo Financiero Pronorte, S.A. de C.V. as well as
to exercise guarantees granted on such financings.
During April and May, 2000, the debt recognition agreements with brokerage houses
and Grupo Financiero Pronorte were entered.
Even though loan extensions have not been carried out and collaterals executed, it
must be taken into account that upon fulfillment of agreements entered by the Governing
Board of the Institute, regarding Banca Cremi, S.A., Banco Unión, S.A., Banco Capital, S.A.,
and Banco Interestatal, S.A., the contracts of mercantile commission as well as the
agreements of liabilities assumption were entered, through which the Institute subrogates in
the rights of the creditors and is bound to respond for these banks’ liabilities before, in line
with the scheme for the liquidation of the institutions.
As a result of the agreements reached in meetings of the Task Force for the resolution
of the brokerage houses intervened, made up by officers of the Commission, the SHCP and
the Institute, the Governing Board approved in a general way, the critical route for the
resolution of such brokerage houses with the option to modify this critical route according to
the most convenient terms for the Institute. During its Thirty-Seventh Ordinary Meeting, held
on May 29, 2002, the Governing Board authorized the beginning of audits to brokerage
houses in compliance with Article Seventh Transitory of the law. On December 9, 2002, the
corresponding Extraordinary General Stockholders’ Meeting was held at Estrategia Bursátil,
S.A. de C.V., at Mexival Banpaís, Casa de Bolsa (Stock Exchange Offices), in which their
dissolution and liquidation was agreed.
During the years 2002 and 2001, the Institute concluded and conducted the following
financial strengthening operations:
a) Grupo Financiero Serfín, S.A.
Derived from the strengthening process conducted by the Institute to Grupo Financiero
Serfín, S.A. and of its sale to Grupo Financiero Santander Mexicano, S.A. de C.V.
(Santander), on April 6, 2001, Santander stated agreement with the conclusion of the claim
process that had been requested in order to adjust the price of the shares acquired as final
price to that originally agreed in the purchase-sale contract entered on May 23, 2000,
therefore concluding such strengthening process.
b) Bancrecer, S.A.
- On May 29, 2001, the Governing Board of the Institute approved the call for public bid of
the representative shares of 100% of the capital stock of Bancrecer. On September 24,
2001, the Governing Board approved the award to Banco Mercantil del Norte, S.A., Full
Service Banking Institution, Grupo Financiero Banorte (Banorte) of 100% of the
representative shares of the capital stock of Bancrecer for $1,650 in full observance of
bidding bases.
- On October 5, 2001, the Institute and Banorte entered a purchase-sale contract with
reservation of title, for the sale of all the shares of Bancrecer.
- The Institute was also bound to adjust the price of the shares for the concept of non-
existent assets and hidden liabilities in the Proforma Balance Sheets of Bancrecer and
of its subsidiaries as to May 31, 2001, given the adjustment claim made by Banorte
following the procedures in the purchase-sale agreement.
Likewise, on such agreement, the Institute is also bound to respond for obligations
which may arising in Bancrecer, including labor, fiscal or legal liabilities derived from
administrative, judicial and arbitration procedures at Bancrecer or its subsidiaries due
to acts or omissions verified prior to the shares’ ownership transfer date.
According to the purchase-sale contract once the SHCP granted Banorte the
corresponding authorization upon that stated in the law of Credit, Bancrecer obtained
the authorization from the corresponding authorities to segregate the assets and
Banorte paid the Institute the total price of the stock shares of Bancrecer. On January 2,
2002, the Institute transferred all the shares from Bancrecer to Banorte, and it also
subscribed and paid 1,564,000 representative shares of the capital stock of Bancrecer
shares for an amount of $1,293, as per the purchase-sale contract.
The purchase-sale contract, noted that Bancrecer would transfer to a vehicle the tile of
the assets that are not part of the Proforma Balance Sheet of Bancrecer as of May 31,
2001, except those generated from the date of such balance until the date on which the
segregation of assets is carried out, in the terms of such contract, and, as the case may
be, the liabilities related to assets, as well as the transactions described in Clause
Fifteenth of the purchase-sale contract (Assets Segregation).
- In compliance with the agreement reached by the Governing Board during its Thirty-
Second Extraordinary Meeting held on December 19, 2001, to carry out the
Segregation of Assets, on December 21, 2001, documents through which Bancrecer
granted the Institute the corresponding assets, effective as of December 31, 2001 and
with a value date of November 30, 2001. The Institute constituted a trust in the
Fiduciary Division of Bancrecer, with the acting as trustor and trustee. The trust’s
patrimony was mainly made up by such assets.
Most of the acts of these assets are under the administration of Fénix Administración
de Activos, S. de R.L. de C.V. (Fénix), based on a contract of service rendering entered
by Bancrecer and Fénix on March 7, 2000, in virtue of which Bancrecer recommended
Fénix, exclusively, the services of strengthening, collection and portfolio management
referred to in such contract. The contract was assigned to the Institute on December 21,
2001. Bancrecer administers the other assets temporarily.
- On March 8, 2002, Banorte submitted before the Institute, the Request of Price
Adjustment (Adjustment Request) for an amount of up to $ 580. On May 7, 2002, the
Institute issued its response to the adjustment request according to the limitations and
terms established in the purchase-sale contract.
- On August 1, 2002, Banorte gave notice to the Institute on its decision to desist from
further negotiations to resolve existing differences, requesting the Institute to conclude
the claim procedure and while manifesting that it would take no further action on the
price adjustment procedure of Bancrecer’s shares.
- The Institute informed Banorte on August 9, 2002, its willingness to conclude the price
adjustment procedure, thus concluding Bancrecer’s shares sale.
c) Banca Promex, S.A. (currently BBVA Bancomer, S.A.)
According to the sale contract of 99.99% of the representative titles of the capital stock
of Banca Promex, S.A. (Promex), the Institute was bound to pay items for the nonexistent
assets and/or of hidden liabilities of Promex identified at the time the contract was
subscribed; once these items were verified and/or materialized, and the Commission and the
external consultant appointed by Grupo Financiero BBVA Bancomer, S.A. de C.V. (GFB) have
carried out their validation. On April 5, 2001, the Institute paid GFB $ 441 for the validation of
the nonexistent assets as well as of hidden liabilities, verified by the external consultant.
On the other hand, GFB and the Institute agreed, within the purchase-sale contract, that
once the financial information as of August 10, 2000 was obtained and verified by an external
consultant, adjustments would be made to the amounts of promissory note I and to
promissory notes III and IV mentioned in Note 7, for which the Institute was bound to replace
them and GFB was bound to exchange them for the corresponding promissory notes. Thus,
on May 10, 2001, the Institute performed the exchange of promissory notes I and III, adjusting
the amounts according to the external consultant’s report. Finally, based on the agreement of
the Governing Board, on July 6, 2001 and with the letter of agreement subscribed for such
purpose by the Institute, GFB and BBVA Bancomer, S.A., on August 1, 2001, the Institute
proceeded to exchange promissory note V on August 10, 2001.
1. Background
The Governing Board, knowing the progress made in the negotiation to conclude the
financial strengthening of Banco del Atlántico, and acknowledging the full legal force of the
letter of intent subscribed by Grupo Financiero Bital, S.A. de C.V. (GFBital), dated December
23, 1997, related to the terms and conditions upon which Banco Internacional, S.A. (Bital),
would acquire Banco del Atlántico, on March 5, 2001, approved the following: (i) enter, as the
case may be, an agreement complementary to the letter of intent; (ii) use the 91-day TIIE rate
with a weekly capitalization for the updating of all the operations of financial strengthening
mentioned in Article Ninth Transitory of the law, instead of the 28-day TIIE interest rate with a
daily capitalization, and (iii) consolidate in a sole payment instrument with value of December
31, 1999 of the amount channeled to Banco del Atlántico, to complete the financial
strengthening operation in question, and the amount of promissory notes subscribed by the
FOBAPROA in favor of such credit Institution in force to the date, with interests accrued
payable on a quarterly basis, based on the rate of the Certificates of the Treasury of the
Federation (CETES) on the 91-day term plus 150 base points during 2000, and the 91-day
CETES rate plus 100 base points as of the year 2001, with the term established by the
Institute for such purpose through the exchange of the promissory notes subscribed by the
FOBAPROA in force to date, in the understanding that the interest rate applicable, during
2000, might be modified determining an amount of the principal different for the payment
instrument subscribed, provided the resulting economic effect is not altered.
2. Agreement for the conclusion of the financial strengthening program
Upon execution of that agreed by the Governing Board on December 7, 2001, the
Institute entered an agreement with GFBital, Banco Internacional, S.A. and Banco del
Atlántico, S.A. with the appearance of the Commission, to conclude the financial
strengthening process of the latter, according to Article Ninth Transitory of the law. In such
agreement, it was established that the Institute will consolidate in one sole payment
instrument the amount channeled to Banco del Atlántico, S.A.
The financial strengthening of Banco del Atlántico, S.A. will be made with financial
information as of December 31, 1999, within the 60 day period following to the complementary
agreement or on a further date on which the remaining obligations have been met and all the
relevant authorizations, in compliance with several clauses of such complementary
agreement, have been obtained. On the other hand, the Institute will perform the acts it
deemed necessary in order to cover up to $ 10,111, the following concepts:
- Nonexistent Assets and hidden Liabilities of Banco del Atlántico, S.A. determined as of
December 31, 1999 according to results of the audit conducted by a specialized third
party hired by the Institute.
- Missing credit reserves of Banco del Atlántico, S.A. determined by the Commission as
of August 1998, updated as of December 31, 1999.
- Yield of the interest rate spread mentioned in statement I, item d) of the Agreement.
- Capital stock of Banco del Atlántico, S.A. for higher amount obtained between the
necessary amount to reach the minimum regulatory capital required as of the
transaction closing date, and the amount of $ 671 updated from December 31, 1999 to
the date on which the corporate acts are performed.
The contributions of the Institute will be documented in a 10-year term debt obligation,
that will bear and pay interests on a quarterly basis up to its full amortization at a rate equal to
the arithmetic average of the yield rates of the 91-day term CETES plus two percentage points
during the year 2000 and plus one percentage point as of the year 2001 and until maturity.
Such debt must be previously paid at any time with any additional charge or penalty at all.
The total amount of the debt with value date of December 31, 1999 will have the following
concepts:
- The total amount of funds that the Institute provides Banco del Atlántico, S.A., for an
amount of up to $ 10,111 Mexican pesos.
- The balance of the Promissory Notes where Banco del Atlántico invested the resources
it received from the FOBAPROA on March 27, 1998 for the financial strengthening and
capitalization of such Institution by the FOBAPROA, for an amount of $ 10,491.
- The amount of the debt derived from the participation of Banco del Atlántico in the
Capitalization and Loan Portfolio Purchase Program implemented by the FOBAPROA,
minus the balance of the checkbooks of the relevant trusts and minus 12% of the gross
value of the trust’s loan portfolio for $ 14,663.
- Increase the equity of its subsidiary Bital, through a contribution of USD $ 100 million
prior to the closing of the transaction.
- Submit to the Commission, for its approval, a capitalization program in order to allow
Bital to face the removal of the regulatory facilities and early adopt the rules of
capitalization, which will be in force in January 2003.
- Subscribe a commitment letter with a top-level investment bank to obtain the funds
needed to meet the capitalization commitment already foreseen in the previous
paragraph.
- GFBital will provide resources for the financial strengthening of Bital, and to maintain
the capitalization index of Banco del Atlántico at 10 % of its assets subject to risks until
Banco del Atlántico is acquired by Bital.
The Institute and GFBital, derived from the legal contingencies existing on the date of
the subscription of this complementary agreement in charge of Banco del Atlántico, agreed
upon a scheme that allows to conclude the operation, keeping GFBital or Bital harmless,
without affecting the rights of third parties. If certain legal contingencies against Banco del
Atlántico, S.A. are not resolved before the closing date of the transaction, amendments will be
made to the strengthening scheme and an alternative scheme will be adopted.
In compliance Article Ninth Transitory of the law, the Institute requested an audit to
Banco del Atlántico, in order to delimit economic liabilities, which may arise. On the other
hand, Bital is agrees to refund the Institute the amount, which in terms of the final report of
audit, corresponds to some damage caused as administrator of Banco del Atlántico.
GFBital agrees to share with the Institute any given surplus, which is generated in favor
of GFBital, through an options mechanism exercisable in cash or shares.
In the alternative scheme, the Institute will not alienate the representative shares of
Banco del Atlántico, and GFBital will retain the obligation to capitalize Bital refunding the
Institute the amount stated in the audit established in Article Ninth Transitory of the law.
Likewise, the Institute will retain its participation in the surplus generated for such
capitalization plan.
The Governing Board, in its Fortieth Ordinary Meeting held August 30, 2002, approved
the execution of the acts necessary to conclude the financial strengthening program of Banco
del Atlántico.
To such respect, on October 1, 2002, the following acts were carried out:
- Upon the Ordinary and Extraordinary General Stockholders’ Meeting of Banco del
Atlántico the following agreements were reached: (i) recognition Bank losses as of
December 31, 1999, of $ 13,499; (ii) partially absorb the losses of the Bank, through
reduction of capital stock, with a remnant of losses for an amount of $ 11,501; (iii) the
Institute contributed as of December 31, 1999, the amount of $ 8,957, inorder to
partially cover the losses of the Bank; and (iv) the Institute subscribed and paid
4,999,999 “O” Series shares at a par value of one cent per share.
- The Institute entered with Banco del Atlántico a simple loan contract for $ 8,957 and
subscribed a debt and assignment recognition agreement, in which the Institute
acknowledged a debt for an amount of $ 25,154 with Banco del Atlántico as of
December 31, 1999, related to the several promissory notes subscribed by the
FOBAPROA in favor of Banco del Atlántico.
The amounts were consolidated in one sole instrument (“Payment Instrument”), equal to
$ 34,111, as of December 31, 1999. The debt accrues interests payable on a quarterly
basis as of December 31, 1999, value date of the operation, based on the 91-day
CETES rate, plus two percentage points until December 30, 2000 plus one percentage
point as of that date and until the obligation is paid. The amount of the debt as of
October 1, 2002, was of $ 49,857, which was paid off with the loan subscribed with Bital
for an amount of $ 47,357, which is mentioned in the following point, and $ 2,500 in
cash.
- After conclusion of the strengthening program of Banco del Atlántico, the Institute
entered with Bital a simple loan contract for the amount of $ 47,357 for the purpose of
paying in advance the payment instrument kept with Banco del Atlántico, mentioned
earlier.
- Once that the Institute made the instrument mentioned on item 2, Banco del Atlántico
entered with Bital an agreement of debt recognition and assignment of assets and
liabilities, through which Banco del Atlántico transferred to Bital all of its liabilities
except for the rights and obligations derived from a jurisdictional process described in
the alternative scheme of the agreement dated December 7, 2001.
In return for the fulfillment of such obligations, Banco del Atlántico assigns and Bital
assumes the total of assets of Banco del Atlántico, except for the complementary
account of assets consisting on preventive credit risk reserves for $1,678 and cash
availabilities for $2. Bital estimates that such amounts will be enough to cover the
amounts that may result, as case may be result in charge of Banco del Atlántico from a
jurisdictional process.
- The parties accepted that Bital substituted Banco del Atlántico as beneficiary in the
trusts and it is bound to meet the relevant duties, while receiving the patrimony from
each of the trusts.
- Bital will receive the recovery from the loan portfolio under trust up to 12% of its gross
value which is in the trusts constituted as result of Capitalization and Loan Portfolio
Purchase Program implemented by FOBAPROA, this amount was reduced from the
total amount of the strengthening program.
In compliance with clause eleventh of the debt and assignment recognition agreement,
related to the participation of the Institute in the surplus derived from the strengthening
program, on December 23, 2002, the Institute received resources for the amount of $
80.
As of December 31, 2002 and 2001, the balances are integrated as follows:
2002
Acquired
Assets, Preventive Net
Net Reserves Value
IPAB Fund
FOBAPROA Fund
2001
Acquired
Assets, Preventive Net
Net Reserves Value
IPAB Fund
36.
2001
Acquired
Assets, Preventive Net
Net Reserves Value
FOBAPROA Fund
The gross value of the assets, pursuant to the attachments of the documents of
donation, as of November 30, 2001, was of $ 40,258. These assets include the building,
currently used by the Institute.
As of December 31, 2002, the Institute’s Administration has valued at zero the value of
the assets of the trusts of Banco del Atlántico.
On the other hand, the obligations derived from the programs of strengthening as of
December 31, 2002 and 2001, are the following (US Dollars expressed in its equivalent in
national currency):
2002 2001
National US Total Total
C o n c e p t Currency Dollars Value Value
2002 2001
National US Total Total
C o n c e p t Currency Dollars Value Value
Bancrecer, S.A. -
- Promissory note, bearing interests payable
on a monthly basis, at a rate equal to the
arithmetical average of the 28 day-TIIE rate
plus 0.40 points. Payment of the principal
will be made on November 1, 2009. 46,283 --- 46,283 48,908
The amount of liabilities registered by the Institute as of December 31, 2002 and 2001,
with the purpose to acknowledge the expected loss from the Capitalization and Loan Portfolio
Purchase Programs, is made up by the assets and liabilities shown as follows:
2002
- Assets Accounts
Acquired receivable
Assets Preventive Net From Shared
Net Reserves Value Losses
2001
- Assets
Accounts
Acquired receivable
Assets Preventive Net From Shared
Net Reserves Value Losses
In compliance with provision ninth of the “General Rules” referred to in Article Fifth
Transitory of the law, the Institutions mentioned above which do not meet the collection level
of the credits appointed in the relevant trust in terms of the “Incentive Scheme”, at the end of
this program, will condone the corresponding amount of the unpaid balance of the payment
instruments issued by the Institute in favor of the Institutions. Consequently, the balance of the
liabilities registered by the Institute as of December 31, 2002 and 2001, includes the reduction
that would represent to condonement would represent.
The payment obligations to be assumed by the Institute derived from the capitalization
programs, are 10-year period promissory notes that bear interests capitalizable on a quarterly
basis, based on a referenced rate of the 91-day CETES rate, minus 1.35 points for the
obligations in National Currency; and for US Dollar obligations rates applicable in 2002 and
2001 were six-month LIBOR rate plus one point.
The obligations will be due in 2005 and 2006. The principal and interests must be paid
on the maturity date. Obligations must be amortized from the flows received product of the
loan portfolio recovery. The Institute is empowered to amortize those obligations at any
moment either totally or partially.
$ 4,788 $ 9,948
NOTE 10. LOANS FROM BANKS AND OTHER ENTITIES
2002 2001
Bank loans:
Banca Serfín, S.A. $ 19,011 $ 10,606
Banco Mercantil del Norte, S.A. 32,887 37,400
Citibank México, S.A. (Banco Nacional de México, S.A.) 28,967 30,617
Banco Nacional de México, S.A. 14,625 22,350
Scotiabank Inverlat, S.A. 7,060 11,438
Banco Internacional, S.A. 41,301 ---
Other entities:
Nacional Financiera, S.N.C. 44,598 44,499
188,449 156,910
- On October 5, 2001 the Institute entered a simple loan contract with Serfin for $ 10,000,
divided in four parts, A, B, C and D. Loan disposition will be in one exhibition bearing
interests payable on the last day of each period of interest, referenced to the 28-day
TIIE rate plus 0.25 percentage points.
The term of the loan is 10 years and 8 days payable on 10 semiannual amortizations,
equal and consecutive for each divestment. Each disbursement has 130 periods of
interest, one irregular and the others of 28 days each.
The IPAB may pay in advance the total or part of the unpaid balance of the debts,
paying only interests corresponding to the liquidation date, while being able to proceed
to the issuance of new contracts.
- On July 19, 2002, the Institute entered a loan contract with Serfin at a nominal value for
$ 8,936 divided in four parts, A, B, C and D. The loan disbursement was made in one
exhibition on July 25, 2002, bearing interests payable the last day of each interest
period, related to the 28-day TIIE rate plus 0.25 percentage points.
The term of the loan is of 10 years with 10 semiannual amortizations, equivalent and
consecutive for each disbursement, payable as of January 2008. Each disbursement
has 130 periods of interest, one irregular and the others of 28 days each. The IPAB can
make payments in advance without any penalty.
b) Banco Mercantil del Norte, S.A.
On November 13, 2000, the Institute entered a simple loan contract with Banco
Mercantil del Norte, S.A. (Banorte) at nominal value of $ 35,249, aimed to refinancing financial
obligations of the loans in favor of Banco del Centro, S.A. and Banpaís, S.A., for a 10-year
term. This loan was documented in 4 promissory notes subscribed on November 16, 2000.
The loan accrues interests each 28 days payable the last day of each interest period at
the TIIE rate of 28 days plus 0.85 percentage points. The principal will be paid in 13
th
semiannual amortizations at a nominal value of $ 678 as of the 58 period.
On November 30, 2000, the Institute subscribed a loan contract with Citibank México,
S.A. (Citibank) at nominal value of $ 28,960 aimed to exchanging or refinancing its financial
obligations at a 10-year term. This loan was documented in 30 promissory notes signed on
November 30, December 7, 14 and 21, 2000.
The loan accrues monthly interests payable on the last day of each month, in the
understanding that if such day is not a bank business day, the payment will be made on the
first business day of the following month. The principal will be paid in one amortization on
November 30, 2010. at a 28 day TIIE rate plus 0.60 percentage points.
On April 14, 2000, the Institute subscribed a simple loan contract with Banco
Nacional de México, S.A. at nominal value of $ 30,000, aimed to exchanging or
refinancing its financial obligations. The loan earns interests payable on a monthly basis
over the unpaid balance at the 28-day TIIE rate plus a 0.45 percentage points or the 28-day
CETES rate plus a 1.50 percentage points. The principal will be paid in 14 semiannual
amortizations equal and successive, on the last working day of each period, as of the date of
the first withdrawal. The Institute made an advanced amortization to the principal for $ 6,500
on July 2002.
On June 28, 2000, the Institute subscribed a loan contract with Scotiabank Inverlat,
S.A. at nominal value for $ 15,000, aimed to exchanging or refinancing its financial
obligations. This loan was documented in four promissory notes on June 29, of the same
year, at a nominal value for $ 3,750 each. The loan accrues interests payable in 52 periods at
the 28-day TIIE rate plus a 0.3 percentage points. The principal of each of the promissory
notes will be paid in 8 semiannual, equal and successive amortizations, in such a manner that
the promissory notes will have the following maturity dates: June 10, 17 and 24 and July 1,
2004.
f) Banco Internacional, S.A.
On October 1, 2002, the Institute subscribed a loan contract with Banco Internacional,
S.A. at nominal value for $ 47,357, aimed to exchanging or refinancing its financial
obligations. The loan accrues interests at the 91-day CETES rate plus 1 percentage point,
payable on the last day of each calendar quarter. The principal will be paid on December 30,
2009, and two semiannual amortizations will be made for the amount of $ 2,500 before
October 1, 2003.
- On January 3, 2000, the Institute subscribed a loan contract with NAFIN acting as
financial agent of the Federal Government, in relation to loan contract 7003-ME
subscribed between NAFIN and the International Bank for Reconstruction and
Development (BIRF) for $ 505 million of US dollars, to be disbursed in the equivalent in
national currency, at the exchange rate obtained by NAFIN’s Treasury. However, in
compliance with the loan contract, the Institute assumes the exchange rate risk.
The loan was devoted to partial finance the Banking Capitalization Project, partially
undertaken by the Institute, and which must be fully amortized, including the opening
commission on December 1, 2009, along with interests on June 1 and December 1 of
each year as of the withdrawal of the resources. The interest rate determined by the
BIRF for the second semiannual period of the year 2002, is 2.64%.
The Institute agrees to pay NAFIN a fee for all its services as financial agent and until
the total of the loan is amortized, an intermediation margin of 0.0625% on an annual
basis, which will be calculated on the outstanding balance of the loan and payable
semiannually on the same dates the interests are paid. Payment of the loan is
guaranteed in compliance with Article 45 of the law. En the event of late payments, the
Institute will pay NAFIN the amounts involved plus the interest at rates stated in the
contract.
- On October 2, 2000, the Institute subscribed a loan contract with NAFIN acting as
financial agent of the Federal Government, in relation to loan contract 1251/OC-ME
subscribed between NAFIN and the Inter-American Development Bank (IDB) for $ 250
million of US dollars, to be disbursed in the equivalent in national currency, at the
exchange rate obtained by NAFIN’s Treasury. In compliance with the loan contract, the
Institute assumes the exchange rate risk.
The loan was devoted to support the implementation of measures partly carried out by
the Institute which contribute to generate adequate conditions for the recovery and
development of the banking sector, and must be totally amortized, including the
opening commission, by September 23, 2015, with interests payable on March 23 and
September 23 of each year, once the Institute withdraws the funds. The interest rate for
the second semiannual period of 2002 was 5.39%.
The Institute agrees to pay NAFIN a fee for all its services as financial agent and until
the total of the loan is amortized, an intermediation margin of 0.125% on an annual
basis, which will be calculated on the outstanding balance of the loan and payable
semiannually on the same dates the interests are paid.
USD $ 2.5 million from the loan will be devoted to cover BID’s inspection and
surveillance expenses. Payment of the loan is guaranteed in compliance with Article
45 of the law. En the event of late payments, the Institute will pay NAFIN the amounts
involved plus the interest at rates stated in the contract.
- On December 21, 2000, the Institute contracted a 7-year simple loan with NAFIN at
nominal value for $35,000, aimed to exchanging or refinancing its financial obligations,
including a 4-year grace period for the principal, as of the date of each withdrawal.
The loan earns monthly interests on the unpaid balance payable on a monthly basis at
an annual rate that results from adding 0.40 percentage points to the 28-day TIIE rate.
The principal will be paid in six semiannual and consecutive payments after the grace
period in concluded.
- On January 18, 2002, the Institute subscribed a loan contract with NAFIN acting as
financial agent of the Federal Government, in relation to the loan contract 7060-ME
subscribed by NAFIN and the BIRF for USD $ 505 million, aimed to the partial financing
of the Second Bank Restructure Adjustment Loan, to be executed by the Institute, and
which will be completely amortized on June 15, 2011, paying interests on June 15 and
December 15 of each year, once the Institute withdraws the funds. The interest rate
used for the second semiannual term of the year 2002 was of 2.58 percent.
The Institute will pay a commitment commission on the unused balance, for up
to 0.85 annual percent for the first four years and up to 0.7 percent annually as of the
fifth year, considering the periods established in the contract. The commitment fee will
begin to accrue in calendar 60 days as of the date of execution of the contract, and the
payment must be made on the same interest due dates. Moreover, the Institute agrees
to pay NAFIN a fee for all its services as financial agent and until the total of the loan is
amortized, an intermediation margin of 0.0625% on an annual basis, which will be
calculated on the outstanding balance of the loan and payable semiannually on the
same dates the interests are paid. Payment of the loan is guaranteed in compliance
with Article 45 of the law.
- On December 16, 2002, the Institute entered a debt recognition and assumption
agreement with Banco de México, as fiduciary of the Federal Government in the Trusts
constituted in relation to Agriculture called “Guarantee Fund and Development for
Agriculture, Livestock and Poultry”, “Special Fund for Agricultural Financing” y
“Guarantee Fund and Development for Fishing Activities” (FIRA), and Banco Unión,
through which the latter recognized the debts in its charge and in favor of FIRA for $
13,408 and $ 52 for the principal and interests, respectively. Likewise, the Institute
assumed the payment obligation of Banco Unión with FIRA, thus becoming debtor. In
order to document the debts assumed by the Institute, it gave FIRA 38 non-negotiable
promissory notes, subscribed in the same terms and conditions of the promissory notes
in force. The Institute will pay monthly interests, on the last working day of each month,
at the interest rate of the promissory notes in force. According to the agreement, on that
same date, an account receivable in charge of Banco Unión for $ 13,460 was created.
- On December 16, 2002, the Institute subscribed a debt recognition and assumption
agreement with Banco Unión, through which this recognized the debts in its charge
derived from the different agreements entered with the Institute.
Given the aforementioned, the balance of the debt recognition of institutions under
liquidation is as follows:
Balance
FOVI $ 834
Afirme 482
NAFIN 2,401
FIRA 12,700
16,417
Less- Current Portion 6
In compliance with Article 2 of the Federal Income Law, for the fiscal year of 2002, the
Institute was authorized in terms of the General Law of Public Debt to issue securities devoted
to exchange or refinance its financial obligations, in order to meet its payment obligations,
grant liquidity to its titles and, in general, improve the terms and conditions of its financial
obligations.
Beginning July 4, 2002, the Institute issued and placed a new Saving Protection Bond
with quarterly interest payments and a five-year period, with Banco de México as its financial
agent.
As of December 31, 2002 and 2001, the issuance of the Savings Protection Bonds and
the interests accrued are as follows:
2002 2001
Maturity Amount
Year Placed Interests Total Total
2003 $ 74,060 $ 241 $ 74,301 $ 78,496
2004 64,900 207 65,107 64,543
2005 56,100 172 56,272 5,825
2006 11,800 56 11,856 11,679
2007 23,750 260 24,010 ---
Through Official Letter No. 330-SAT-IV-2-5435, dated October 22, 2001, the General
Legal Affairs Administration for Major Taxpayers of the Tax Administration Service (SAT)
confirmed the fiscal regime applicable to the income tax, and determined that the Institute is
neither a taxpayer individual nor is it subject to the payment of tax on assets for the fiscal year
of 2001. On September 18, 2002, the Institute asked the SAT for the ratification of the tax
regime for the fiscal year of the year 2002. On the date of these financial statements, the
Institute has not received any answer from the SAT on this issue. Moreover, it has not had an
answer for the consultation regarding the treatment for the purposes of the income tax that the
Institute withholds from its employees regarding the premiums paid of individual separation
insurance, which benefits are received by the employees at the time of termination of the
working relationship with the Institute.
Through Official Letter No. 330-SAT-IV-B-2858, dated March 8, 2001, the Central Legal
Affairs Administration of Major Taxpayers of the Tax Administration Service (SAT) confirmed
that ordinary and extraordinary deposit insurance fees received by the Institute, according to
Article 20 of the law, are not subject to value added tax, since the Institute does not fit under
the assumptions of Articles 1 and 14 of the Value Added Tax Law.
According to the program agreed by Banco de Oriente, S.A., Amresco México, S.A. de
C.V. and the FOBAPROA, to have that the latter renders collection and administration
services on several loans of the portfolio of Banco de Oriente, S.A., on June 19, 1998, the
FOBAPROA pledged a bond in favor of Amresco México, S.A. de C.V. for an amount of up to
$ 80 in the event that Banco de Oriente, S.A. should not comply with the obligation of
indemnity that might result against it in terms of Clause Fourteenth of the assignment of rights
and collection and management services contract entered by Banco de Oriente, S.A., and
Amresco México, S.A. de C.V. on the same date.
The obligation contracted by the FOBAPROA will only be subject to claim by Amresco
México, S.A. de C.V. for damages or expenses derived from the assumptions specifically
indicated in Clause First of the aforementioned contract of bond, with the exceptions
expressly indicated in such Clause.
In terms of the contract entered by Banco Obrero, S.A. and Inverprim, S. de R.L. de
C.V. (Inverprim) on October 14, 1998, whereby Inverprim will render collection and
management services regarding several loans of Banco Obrero, S.A., the FOBAPROA posted
a bond for an amount of up to $ 74 to cover any contingency due failure of payment to
Inverprim by Banco Obrero, S.A for the services rendered.
NOTE 15. CONTINGENCIES
a) Fees
During 1999, Banco del Bajío, S.A., Banco Inbursa, S.A., Banco Invex, S.A., Citibank
México, S.A., Banco Interacciones, S.A., Banca Mifel, S.A. and Banco Regional de Monterrey,
S.A., interposed a writ of amparo (legal action for the protection of a right guaranteed by the
Constitution buy violated by the judicial or executive branch) against the Institute, in relation to
their obligation stated in Title II, Chapter Third of the law, to pay the Institute deposit insurance
fees based on their registered liabilities operations as well as the possibility for the Governing
Board of the Institute to establish different ordinary fees for the Institutions, based on the risk
to which each is exposed.
During that same year, Banco del Bajio, S.A., Citibank México, S.A., and Banco
Interacciones, S.A., desisted from writs of amparo. On March 30, 2001, Judge Third of the
District in Administrative Matters, pronounced an award, denying the writ of amparo requested
by Banco Inbursa, S.A., Banco Invex, S.A., Banca Mifel, S.A. and Banco Regional de
Monterrey, S.A.. Subsequently, these four Institutions requested a revision appeal against
such award.
On January 8, 2003, the revision appeal was solved by the Supreme Court of Justice of
the Nation, confirming the award stated by Judge Third of the District in Administrative Matters
b) Litigation
The Institute is subject to contingent liabilities arising from certain lawsuits and claims.
The Institute’s Administrtion considers that, due to the status of the different lawsuits, the
contingencies faced by the Institute may last for an indefinite period of time, and that there is
always the possibility that the Institute may obtain either favorable or unfavorable resolutions.
However, on December 31, 2002 and 2001, the Institute prudentially acknowledged a reserve
of approximately $ 3,971 and $ 2,590, respectively.
Additionally, since the Institute assumed responsibility for the contingent liabilities of
GFSerfín, it established a provision for the taxes that, according to SHCP, GFSerfín omitted to
pay in connection with the purchase of its own shares and the reduction in its capital stock I
fiscal year 1994. The assessed tax credit amount is equal to $2,775.
a) Bancrecer
As it is mentioned in Note 4 a), the Institute entered a mandate contract with NAFIN,
through which NAFIN would sell the representative shares of the capital stock of Grupo
Financiero BBVA Bancomer, S.A. de C.V., owned by the Institute, which were completely sold
until January 21, 2003.
NOTE 17. RECLASSIFICATION OF FINANCIAL STATEMENTS
The financial statements as of December 31, 2001, have been reclassified in the
sections called “Loans from Banks and Other Entities” and “Obligations Derived from
Strengthening Programs” aimed at making their presentation comparable to the financial
statements as of December 31, 2002.