BANCA CR FIRENZE Financial Statements

Transcription

1 BANCA CR FIRENZE 2004 Financial Statements Joint-stock Company Registered Office and Headquarters in Florence Share Capital 8 648,035, fully paid Reserves and share premiums 8 311,333, Register of Companies, Fiscal and VAT Code Banking Register n 5120 Banca CR Firenze Group Banking Group Register n

2

3 Table of Contents Annual Report 2004 Table of Contents Directors and general Management 5 Agenda for the Annual Shareholders Meeting 7 Chairman s Letter to the Shareholders 8 Banca CR Firenze S.p.A. - Corporate profile 10 Historical outline 10 The Banca CR Firenze Group 11 Group Structure at Consolidate Summary data 13 Group area network 14 The Rating 15 Share price performance 15 Shareholder composition 15 Banca CR Firenze S.p.A. - Parent Company Annual report 17 Directors Report on the Parent Company 23 Parent company financial statements 69 Notes to the parent company financial statement 73 Exhibits to the parent company financial statement 139 Statutory Auditors report 205 Independent Auditors report 210 Banca CR Firenze Group - Group Annual Report 213 Directors Report on the Group 219 Consolidated financial statement 250 Notes to the consolidated financial statement 254 Exhibits to the consolidated financial statement 329 Independent Auditors Report 334 Listing of Branches 336 3

4

5 Directors and General Management Annual Report 2004 Board of Directors Chairman Vice Chairman Directors Aureliano Benedetti Giampiero Busi Piero Antinori Pio Bussolotto Jean Clamon Alessio Colomeiciuc Francesco Corsi Ambrogio Folonari Lionardo Ginori Lisci Mario Manuli Pier Giovanni Marzili Massimo Mattera Giuseppe Morbidelli Giuseppe Spadafora Executive Committee Chairman Vice Chairman Members Aureliano Benedetti Giampiero Busi Pio Bussolotto Massimo Mattera Giuseppe Morbidelli Giuseppe Spadafora Board of Statutory Auditors Chairman Acting Auditors Substitute Auditors Vieri Fiori Domenico Muratori Marco Sacconi Angelo Falbo Guido Sansoni General Management General Manager Vice General Manager Lino Moscatelli Massimo Basso Ricci 5

6

7 Annual Report 2004 Agenda for the Annual Shareholders Meeting Agenda for the Annual Shareholders Meeting Florence First call: 28 April 2005 Second call: 30 April 2005 Ordinary Session 1. Parent company and consolidate financial statements for the year ended 2004; Board of Directors Reports; Statutory Auditors Reports; related resolution; 2. Authorization to purchase and sell own shares. 7

8 2004 Financial Statements Chairman s Letter to the Shareholders Dear Shareholders, the figures for the financial year, as shown in both the statutory and consolidated financial statements, once again demonstrate how the ongoing intense efforts of the Parent Company and its related concerns have enabled us to post positive results and to continue growing. These results are even more encouraging when seen in the context of an economy that, as previously described at last year s shareholders meeting, continues to be far less than favourable and which, particularly in the regions in which the Group has its strongest presence, threatens to become a full-fledged crisis if we do not see the signs of recovery we have been expecting. Given this context, we believe we can confirm the favourable assessment of the Group s strategy to continue a process of gradual expansion both by opening new branches and through the acquisition of controlling interests in banks that have significant market share in neighbouring regions, in part to diversify risk for the group as a whole by reducing the concentration in specific industry segments and thereby reducing the impact of potential crises in specific segments or regions. The Group s branch network was expanded further last year, particularly with the entry of Cassa di Risparmio della Spezia and its 63 branches, for a current total of 514 branches (510 as of 31 December 2004) located in 18 provinces in 7 regions, together with the 16 Business Customer Centres (Centri Imprese) and 10 Private Customer Centres (Centri Private) (13 and 19 as of 31 December 2004, respectively), opened as part of the new distribution model, and 31 financial shops (27 as of 31 December 2004) overseeing the network of more than 160 financial promoters. The organisational model in which the Banks of the Group are given a high degree of responsibility over their reference region and in the management of customer relations within their respective areas, all within a context of the centralisation of the main services and common rules of the Group, also continued to prove to be a positive decision, both in terms of increases in profitability and the gradual reduction of costs, and we expect to continue this progress through initiatives involving a more accentuated integration of the various areas of operations and a review of a number of organisational structures, including key segments such as the Group IT systems. The efforts of the sales network enabled the Group, by year-end, to achieve an increase in total borrowing of 13.1% and in customer loans of 11.7% at the consolidated level. The greater margins resulting from this increase in volumes were mitigated, in part, by the reduction in interest rate spreads, which remained at all-time lows. Nonetheless, the increase in ordinary profit and pro-forma consolidated net profit, both at a margin of 20.8%, gives credit to the quality of the work performed and confirm the profit potential that the Group companies and related concerns are able to express, given that they are able to count on the expertise of their structures and on the collaboration relationships established with the main banking partners of the Parent Company, Sanpaolo IMI and BNP Paribas. 8

9 Chairman s Letter to the Shareholders The commitment to projects related to the adoption of the new International Accounting Standards (IAS) and to the introduction of the Basel II principles has enabled us to respect the plans established in connection with the reference regulations. A similar commitment was also afforded to the entire range of projects on regulations, from the rules of transparency to initiatives in the area of business continuity and disaster recovery, which have been carried out and monitored in strict accordance with the guidelines handed down by the Supervisory Body. With regard to the situations that have been detrimental to the interests of a large number of investors in recent years, we believe that it is an unjustified stereotype to blame the banking system as a whole, given that there are situations and responsibilities that the banks themselves may have no control over and which, in any event, are to be analysed on a case-by-case basis. Banca CR Firenze and the Group, although certain we have acted in full compliance with the regulations in force, both in form and in substance, have taken concrete action to meet our customers needs in cases in which there may even be a minimal doubt that some involuntary error may have been made, which is always likely given the complexity of the activities performed. The performance of Banca CR Firenze S.p.A. stock in 2004 has once again rewarded investor loyalty, outperforming all of the key indexes (MIB Banche, MIDEX and S&P Midex). At the end of 2004, our share price reached per share, and in the first few months of 2005, the upward trend has been fully confirmed, remaining consistently above 1.85 and reaching peaks at around In conclusion, even given today s difficult landscape, we continue to have a moderately optimistic outlook on the future; and this optimism, although not entirely unaffected by developments in the economy as a whole, is based on the skill and potential demonstrated thus far by the Group, which, thanks to the ongoing contribution of all those who work for us and to the continuing loyalty of our customers, will certainly be able to continue growing and achieving ever higher targets over time. Florence, 28 April 2005 THE CHAIRMAN Aureliano Benedetti 9

10 Banca CR Firenze S.p.A. Historical outline Cassa di Risparmio di Firenze was founded in 1829 by some of the most illustrious figures from Florence business and society, who sought to establish a bank that could contribute to the promotion of investment value. From that moment on, Cassa di Risparmio di Firenze has played a key role in the development of the Florence and Tuscany region, which included providing financial support to large-scale public works projects. In the period following World War II, the bank was an active participant in the reconstruction of Italy, dedicated to supporting the economy and the very social fabric of the region, particularly by financing small and medium enterprise which, to this day, is the heart and soul of the economies of the regions in which the bank operates. In 1992, Cassa di Risparmio di Firenze - which in years past had promoted innovative product companies such as Centro Leasing, Centro Factoring and Findomestic - became a joint-stock company (società per azioni), while continuing to make strides in improving management and the organisational structure. In 1998, the Banca CR Firenze Group was established. In July 2000, the Parent Company, Banca CR Firenze, listed its shares on the Milan stock exchange. In July 2003, Banca CR Firenze acquired a majority shareholding in Cassa di Risparmio della Spezia, which thereby joined the other banks as part of the Group: Cassa di Risparmio di Civitavecchia, Cassa di Risparmio di Mirandola, Cassa di Risparmio di Orvieto and Cassa di Risparmio di Pistoia e Pescia. Today, Banca CR Firenze leads a dynamic, innovative Group of banks, product companies and service companies, backed by the strength of tradition and focused on the creation of value. As the first Italian bank to begin operations over the Internet, Banca CR Firenze now has a corporate web site ( and two portals dedicated to both private (liberamente.net) and business (io-impresa) customers. 10

11 Corporate profile Banca CR Firenze S.p.A. The Banca CR Firenze Group The Banca CR Firenze Group was formally established in 1998 by Cassa di Risparmio di Firenze with the goal of creating a reference banking group for a range of bans and companies operating in north-central Italy. Since then, Group business has expanded as a result of the contribution of the Parent Company, as well as Cassa di Risparmio di Civitavecchia, Cassa di Risparmio di Mirandola, Cassa di Risparmio di Orvieto, Cassa di Risparmio di Pistoia and Cassa di Risparmio della Spezia. With the creation of the Group, an alliance of banks was formed, with each bank deeply rooted in the region in which they operate and in which they have acted as a driver for growth economically, socially, and culturally. The strength of the Group also lies in its extensive array of specialised companies who are the Group s related concerns (Findomestic Banca, Centrovita Assicurazioni, Centro Leasing, Centro Factoring) and a shareholder structure that includes a number of international financial institutions such as Sanpaolo IMI and BNP Paribas. The commercial and strategic synergies created with these organisations are significant, and include agreements that have enabled the Group to provide its customers with a wide range of customised solutions in the fields of banking, investment, insurance, and consumer credit. Today, the Banca CR Firenze Group is one of the most complete, dynamic Italian banking groups, with a dense branch network and extensive financial structure able to provide customers with a dynamic approach and a full range of high-quality products and services. The Banca CR Firenze Group has more than 500 branches (with a portfolio of approximately 1,000,000 customers) and, in recent years, has added a series of additional operating channels that provide customers with access to their financial assets whenever and however they need them: the Private Banking Centres and the Business Customer Centres and, since 2001, the network of financial promoters in Lazio, Emilia Romagna, Abruzzo, and the Marche region. 11

12 Banca CR Firenze S.p.A. Group structure at BANCA CR FIRENZE - PARENT COMPANY Banca CR Firenze - Capogruppo CR Pistoia e Pescia 51,0% CR Orvieto 73,6% CR della Spezia 68,1% CR Mirandola 99,9% CR Civitavecchia 51,0% CR Firenze Gestion Internationale 80,0% CERIT 100,0% Infogroup 100,0% Data Centro 100,0% Perseo Finance 60,0% Mirafin 100,0% Tebe Tours 90,0% Citylife 100,0% S.R.T. Società Riscossione Tributi 100,0% SUBSIDIARIES Centrovita 51,0% Il Nocciolo 100,0% ASSOCIATED Centro Leasing 37,5% Findomestic Banca 50,0% Sviluppo Industriale 30,0% Centro Factoring 47,7% Ce.Spe.Vi 20,0% ET Group 42,7% Distribution Production Services 12

13 Corporate profile Banca CR Firenze S.p.A. Consolidate summary data (millions of euros) 31/12/ /12/2003 change% pro-forma (1) Total financial assets 34, , % Direct borrowing 15, , % Indirect borrowing: Administered savings 9, , % Managed savings 10, , % - Assets managed with any destination GPM; - assets managed placed in open-end investment companies, GPS; - assets managed placed only with funds run by related or associated - banks, GPF 2, , % - Funds 4, , % - Insurance (technical reserves) 2, , % Interest margin % Net commissions and other net operating income % Administrative expenses % Provisions and net value adjustments to loans and non-current financial assets % Profit from ordinary activities % Net profit % ROE (*) 9.9% 8.9% 1.0% Credit risk index (**) 2.55% 2.64% -0.09% (*) Net profit / Average net equity of the last two financial years (excluding net profit). (**) Net risk positions / Net customer loans. (1) The figures as of 31 December 2003 have been calculated on a pro-forma basis, notionally backdating to 1 January 2003 the effects resulting from the purchase of 68.09% of Cassa di Risparmio della Spezia S.p.A. and the failure to calculate the tax credit on dividends received beginning 1 January

14 Banca CR Firenze S.p.A. Group area network 14

15 Banca CR Firenze S.p.A. The rating Corporate profile Rating house Short-term debt Long-term debt Fitch F1 A- Moody's P1 A2 Share price performance BCRF S&P MIB MIDEX MIB Banche JAN FEB MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC Shareholder composition Altri 22,2% Ente CR Firenze 40,0% Fondazione CR Pistoia 3,7% Fondazione CR La Spezia 3,9% Gruppo Fidelity 5,0% BNP Paribas 6,5% Sanpaolo IMI 18,7% 15

16