BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES
Transcription
BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES
BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Consolidated Financial Statements December 31, 2012 and 2O11 (With lndependent Auditors' Report Thereon) BAC ¡NTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Table of Contents lndependent Auditors' Report Consolidated Balance Sheets Consolidated Statements of lncome Consolidated Statements of Comprehensive income Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements Teléfono: (507) 208-0700 (507) 263-9852 KPMG Apartado Postal 81 6-1089 Panamá 5, República de Panamá Fax: lnternet: www,kpmg.com INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholder BAC lnternational Bank, lnc. Reporl on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of BAC lnternational Bank, lnc. and Subsidiaries (the Bank), which comprise the consolidated balance sheets as of December 31,2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements M a n ag e m enf 's Respo n si b i I ity fo r th e Co n sol i d ate d F i n a n c i al St ate m e nts Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Au d ito rs' Re spon si b il ity Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. ln making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide basis for our audit opinion. KPMG, una soc¡edad civ¡l panareña, y lirm de la red de l¡rrus miembro independ¡entes de KPMG, af¡liadas a KPMG lnternational Cæperative ("KPMG lnternatioml"), una entidad su¡za a Opinion ln our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of BAC lnternational Bank, lnc. and Subsidiaries as of December 31,2012 and 2011, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. K?MG February 27,2013 Panama, Republic of Panama BAC INTERNATIONAL BANK, INC. AND SUBS¡DIARIES (Panama, Republic of Panama) Consolidated Balance Sheets December 31,2012 and 201 1 (ln U.S. Dollars) 2012 Cash and cash equivalents nterest-bearing deposits Trading securities Securities available for sale Loans at fair value $ 2,303,712,800 24,228,937 33,547,903 I 713,029,343 25,296,453 Loans Less: 7,073,381,504 Allowance for loan losses 101 ,093,569 Loans, net 6.972,287.935 Property and equipment, net Customers' liability under acceptances outstanding Accrued interest receivable Other accounts receivable 193,199,763 6,185,229 63,104,661 152,702,314 Goodwill 86,235,911 '1,916,345 lntangible assets Other assets Total assets 2011 $ 106.490.878 10,681,938,472 1 ,994, 1 01 ,81 1 18,929,599 31,997,445 677,822,436 29,830,512 5,957,982,431 85.317.298 5,872,665,133 182,463,887 8,915,766 52,408,550 125,874,406 86,172,93ô 2,526,671 115.149.211 9,198,858,363 Liabilities and Equitv Liabilities: Deposits: Demand non-interest-bearing Demand interest-bearing $ Savings Time deposits Total deposits 479,720,920 2,511,115,154 1 ,453,1 26,966 2,825,877,328 7,269,840,368 Securities sold under agreements to repurchase 42,727,615 Borrowings Other borrowed funds 1,498,915,502 187,759,372 Acceptances outstanding Accrued interest payable Other liabilities 6,185,229 35,278,410 424,908,515 Total liabilities 9,465,6'15,01 1 413,907,615 2,400,170,646 1,271,520,642 2,186,189,539 6,271,788,442 52,350,793 1,272,043,146 173,863,047 8,915,766 22,142,664 349,171,522 8,150,275,380 Equity: Controlling stockholder's equity: Common stock, US$1,000. Authorized 400,000 and 200,000 shares; 279,957 and 183,457 shares issued and outstanding, (2012 and 201 1 respectively) Additional paid-in capital Retained earnings Accumulated other comprehensive loss 10,681 ,938,472 __iJgq,898,999_ 971,059,360 (87,488,31 1) 1 ,216,146,303 Noncontrolling interest See accompanying notes to consolidated financial sfafemenfs. 1.216.323.461 34,618,254 Total controlling stockholder's equity Total equity Total liabilities and equity 183,457,000 34,618,254 919,984,182 (89,718,607) 1,048,340,829 242.154 1,048,582,983 297,957,000 177.158 $ BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Consolidated Statements of lncome For the years ended December 31,2012 and 2011 (ln U.S. Dollars) 2012 lnterest income: Loans I nterest-beari ng deposits Trading securities Securities available for sale 822,528,315 14,099,701 2,055,548 33.737.921 Total interest income 872,421,485 lnterest expense: Deposits Securities sold under agreements to repurchase Borrowings and other borrowed funds 153,456,802 3,282,990 61,630,189 2011 725,515,606 10,493,500 2,074,937 26,113,753 764,197,796 122,284,405 3,812,148 218,369,98'1 44,558,753 170,655,306 654,051,504 593,542,490 Provision for loan losses Net loss impairment of foreclosed assets 86,815,619 83,026,981 4,615,179 3,024,740 Total Net interest income after provision for loan losses and other impairments 91,430,798 86,051,721 562,620,706 507,490,769 226,233,224 109,851,469 61,197,760 199,687,607 92,636,999 46,482,400 Total interest expense Net interest income before provision for loan losses and other impairments Other income, net: Service charges Commissions and other fees, net Foreign currency gains, net Net (loss) gain on trading securities Net (loss) gain on sale of securities available for sale Other income Total other income Operating expenses: Salaries and employee benefits Depreciation and amortization Adm inistrative expenses Occupancy and related expenses Other operating expenses 27,739 2,752,609 18,511,747 418,574,548 308,276,898 (1,944) 4,478,395 18,185,579 361,469,025 Total operating expenses lncome before income tax expense and non controlling interest 360,750,310 280,819,057 43,625,737 21,814,349 43,202,427 190,466,437 569,928,007 299,031,787 lncome tax expense Net income 95,680,699 265,069,611 215,920,814 43,502,205 27,467,212 46,386,833 194,811,796 620,444,944 Less: net income attributable to noncontrolling interest 44,433 Net income attributable to controlling stockholder 265,025,178 See accompanying notes to consolidated financial statements. 83,1 10,973 46,383 215,874,431 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Consolidated Statements of Comprehensive lncome Forthe years ended December 31,2012y 2011 (ln U.S. Dollars) 2012 Net income Other comprehensive income: Foreign currency translation Net changes on: Securities availbale for sale, net of tax Cash flow hedging derivates Other comprehensive income $ 265,069,611 interest stockholder Less: net income attributable to noncontrolling Net income attributable to controlling See accompanying noúes to consolidated financial statements. 215,920,814 (14,295,735) (1,010,032) 16,136,569 372,630 2,213,464 267,293,075 Comprehensive income 2011 (9,643,192) (1,265,145) (11,919,369) 204,002,445 (27,601) 246,89Z $ 262,255,474 294,249,342 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Repuþl¡c of Panama) Consolidated Statements of Changes in Equity For the years ended December 31,2012 and 2011 (ln U.S. Dollars) Controllinq Stockholder's Equitv Accumulated Other Add¡tional Common Stock Balance as of December 31, 2010 $ 78,947,000 Net lncome Comprehensive income Capitalization 0 0 1 D¡vidends Balance as of December 31 ,2011 Transact¡ons between the Company and the nonontroìl¡ng interest Dividends Balance as of Dêcember 31, 2012 $ 34,618,254 893,958,50 04,51 0,000 0 0 0 0 0 1 14,500,000 0 Capitalization Retaines Earn¡nqs 0 0 0 183,457,000 Net lncome Comprehensive income Paid"¡n Capítâl 297.957.000 See accompanying notes to consolidaled f,nanc¡al statements. 34,618,254 I 0 04,51 0,000) (8s,338,750) (1 9.984,1 82 34,618,254 265,025j78 14,s00,000) (99,450,000) 971,059,360 (1 Equitv Loss 0 0 00 o Stockholder's Noncontrolling Comprehensive (78,0e3,51 8) 215,874,431 91 Total Controlling 0 (1 I,625,089) Total Equ¡tv 929,430,237 499,581 929,929,818 215,874,431 (1 1,625,089) 46,383 (293,280) 215,920,814 (11,e18,369) 0 0 0 (8s,338,7s0) (89,718,607) 1,048,340,829 00 0 265,025,178 2,230,296 2,230,296 00 (99,450,000) 0 _l9Zt!!,311l lnterest 0 0 (10,530) (8s,34e,280) 242,154 1,048,582,983 (7e,083) 44,433 (16,832) 0 (79,083) 265,069,611 2,213,464 (13,s14) _1¿_19¡_19€99_ ______lll_J58_ 0 (ee,463,514) _-121934!91_ BAC INTERNATIONAL BANK,INC. AND SUBSIDIARIES (Panama, Republic of Panama) Consolidated Statements of Gash Flows Forthe years ended December 31,2012and2011 (ln U.S. Dollars) 2012 2011 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses Net loss impairment of foreclosed assets Provision for unfunded committments Release of provision for claims receivable for unreturned securities Depreciation and amortization Amortization of deferred loan fees and costs Gain on derivative financial instruments Net increase in trading securities (Gain) loss on sale of traiding securities Net gain on sale of securities available for sale Loss on sale of property and equipment Deferred income tax expense lncrease in accrued interest rece¡vable lncrease in other accounts receivable Decrease (increase) in other assets lncrease (decrease) in accrued interest payable lncrease in other liabilities Net cash provided by operating activities 265,069,611 215,920,814 86,815,619 4,615,179 (166,304) (4e,3s7) 43,502,205 (19,268,920) (1,217,051) (1,345,086) (27,73e) (2,752,609) 124,664 4,863,561 (11,524,412) (27,750,000) 83,02ô,981 3,O24,740 (3e,663) (1e4,e46) 43,625,737 (5,024,7s0) (723,563) (15,856,352) 1,944 (4,478,385) 575,655 2,505,085 (4,137,753) (21,394,697) (12,360,80s) (1,587,0e8) '15,536,891 13,393,406 73,284,526 443,104,184 46,742.368 329,625,312 Cash flows from investing activities; Net (increase) decrease in deposits placed with original maturity over three months Proceeds from sale of securities available for sale Maturities, prepayment and calls of securities available for sale Purchases of securities available for sale Advances to unconsolidated entities of dividends received Net increase in loans Purchases of property and equipment Proceeds from sale of property and equipment Cash paid in purchase of non controlling interest Net cash used in investing activities (1,322,016,641) (46,144,491) 88,639 (7e,083) (1,4O2,735,141) (788,388,026) (2e,923,506) Cash flows from financing activities: Net proceeds from deposits received Proceeds from other borrowings Repayment of other borrowings Net (decrease) increase in securities sold under agreements to repurchase Proceeds from borrowings Repayment of borrowings Dividends paid Net cash provided by financing activities 1,086,003,866 244,O14,118 (225,687,717) (10,05e,414) 1,540,691,288 (1,23e,744,1O2) (99,463,514) 1.295.754,525 275,984,792 Effect of exchange rate fluctuations on cash held Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See accompanying notes to consolidated financial statements. (10,729,639) 258,478,987 491,002,208 (773,335,121) 11,025,311 312,027,682 705,069,902 (1,042,305,685) (18,4e4) 0 6,794,206 0 (825,718,610) 64,885,180 (50,972,088) 10,46'1,933 886,795,407 (510,693,823) (85,349,280) 591,112,121 (26,512,579) 309,610,989 1,994,101,811 $ 2,303,712,800 (22,205,484) 72,813,339 1,921,288,472 1,994,101,81 1 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements December 31, 2012 and 201 (1) 1 Organization BAC lnternational Bank, lnc. was incorporated on August25, 1995 in Panama City, Republic of Panama, asa bankand bankholding company. BAC lnternational Bank, lnc. is a10O% owned subsidiary of BAC lnternational Corporation (The Parent Company). BAC lnternational Corporation is a 100o/o owned subsidiary of Leasing Bogota S.A. - Panama. Leasing Bogota, S.A. - Panama is wholly owned by Bank of Bogota, S.4., which is an authorized bank in the Republic of Colombia, which is a subsidiary of Grupo AvalAcciones y Valores, S.A. BAC lnternational Bank, lnc. provides, directly and through its wholly owned subsidiaries, Credomatic lnternational Corporation (ClC), BAC lnternational Bank (Grand Cayman) ("BAC Cayman"), BAC Bahamas Bank Ltd., Rudas Hill Financial, lnc., Premier Asset Management, lnc. BAC Leasing, lnc., BAC Valores (Panama), S.A. and Credomatic of Panama, S.A. (a direct subsidiary since January 2011), (collectivelly, The "Bank") a wide variety of financial services to individuals and institutions, principally in Mexico, Guatemala, Honduras, El Salvador, Nicaragua, Costa Rica and Panama. The banking operations in the Republic of Panama are regulated and supervised by the Superintendency of Banks of the Republic of Pãnama, according to provisions established by Law Decree No. 52, dated April 30, 2008, that adopts the single text of Law Decree No.9 of February 26, 1998 as amended by Legislative Decree No.2 of February 22, 2008, which establishes the banking regime of the Republic of Panama and creates the Superintendency of Banks and the rules that govern it. (21 Summary of Significant Accounting Policies The accounting and reporting policies of the Bank and its subsidiaries are in accordance with U.S. generally accepted accounting principles (US GAAP). These consolidated financial statements are expressed in U.S. dollars ($). The following is a description of significant policies and practices: (a) Principles of Consolidation and lnvestments in Unconsolidated Entities These consolidated financial statements include the accounts of the Bank and all majority owned subsidiaries. ln consolidation all significant intercompany accounts and transactions are eliminated. lnvestments in companies where it has significant influence but not a financial interest of control are accounted for under the equity method and the pro rata share of their income (loss) is included in other income. The investments in companies where it has not significant influence are accounted for under the cost method and income is recognized when dividends are received. According to the Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC) 810 (FASB ASC 810), "Consolidation", the Bank classifies noncontrolling interest as part of consolidated net income and includes the accumulated amount of noncontrolling interest as part of stockholder's equity, in addition, the Bank has no Variable lnterest Entities VlEs in which the Bank is the main beneficiary. BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (b) Use of Estimates For the preparation of these consolidated financial statçments in conformity with US GAAP, management has made a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Material estimates that are parlicularly susceptible to change include the allowance for loan losses, the fair values of financial instruments and contingencies and income tax. (c) Cash and Cash Equivalents The Bank considers all highly liquid investments with a maturity of 90 days or less from their acquisition as cash equivalent. Cash and cash equivalents include cash, due from banks, cedain securities and term interest-bearing deposits with original maturities of g0 days or less. (d) Secunlies Purchased and Sold Agreements Securities purchased under resale agreements and securities sold under repurchase agreements are generally accounted for as collateralized financing transactions and are recorded at the amount at which the securities were acquired or sold plus accrued interest. lt is the Bank's policy to take possession of securities purchased under resale agreements. The Bank monitors the market value of securities purchased and sold and obtains collateral from or returns it to counterparties when appropriate. (e) SecurTres Securities that are held principally for resale in the near term are classified as trading securities and recorded at fair value with changes in fair value recorded in earnings. Debt securities that management has the positive intent and ability to hold to maturity are classified as held io maturity and recorded at amortized cost. All other securities are classified as available for sale and recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, if any, on available-for-sale securities are reported as a component of accumulated other comprehensive income/loss. Realized gains and losses from the sale of securities are recorded on a trade-date basis and determined on a specific identification basis. Realized gains and losses are included in other income as securities gains (losses). Premiums and discounts are recognized as an adjustment to yield over the contractual term of the security using a method that approximates the interest method. lf a prepayment occurs on a security, any related premium or discount is recognized as an adjustment to yield in the period in which the prepayment occurs. lnterest on securities is recognized in interest income on an accrual basis. The Bank makes an assessment to determine whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other{han-temporary basis. BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements lmpairment (that is, the difference between the security's amortized cost basis and fair value) on debt securities that the Bank intends to sell or would more-likely-than-not be required to sell before the expected recovery of the amorlized cost is recognized in earnings. For debt securities that management has not intent to sell and believes that it more likely{han-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the rest of the fair value loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected using the Bank's cash flow projections using its base assumptions. A decline in the market value of any security below cost that is deemed to be other-than-temporary, results in an impairment to reduce the carrying amount to fair value. To determine whether an impairment is other-than-temporary, the Bank considers all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts when developing estimate of cash flows expected to be collected. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. The Bank has not other-than-temporary declines during the years ended at December 31, 2012 and 2011. (f) Loans Loans are stated at their outstanding unpaid principal balances, adjusted for unearned income, when applicable, except for those loans for which fair value option was elected. lnterest income on loans is recognized on an accrual basis. Loan origination fees and direct costs as well as premiums and discounts are amodized as an adjustment to yield over the term of the loan. Loans include direct financing leases that are recorded at the aggregate of future lease payments receivable plus the estimated residual value of the leased property, if applicable, less unearned income. ln order to meet the requirements of ASC 310-10, detailed information on the quality of the Commercial, Consumer, Mortgage and Leasing Loan Portfolio is presented below: Commercial The segmentation of customers in this category is based on the total credit exposure that the client has with the Bank. Categories are as follows: . Corporate Business - Legal entities (or other entities using commercial products or funding assets for commercial purposes) where credit exposure is over $1,000,000. . SMB (Small and medium business) - Legal entities (or other entities using commercial products or funding assets for commercial purposes) where credit exposure is less than $350,000 and annual sales less than $1,000,000. 10 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Consumer Loans PledgeA/ehicles - The product has an agreed payment schedule contract to pay the original loan. There are no further disbursements without an additional contract and its purpose is to provide finance for vehicle purchase, whether new or used. . . . Personal - The product has an agreed payment schedule contract to pay the original loan. There are no further disbursements without an additional contract and its purpose is to provide financing to individuals for various purposes. Credit Card - The product has a credit limit in which a client may continue to reutilize without further contracts and the amount due will be calculated at the end of a monthly cycle. Mortgage - mortgage product in which the loan purpose is to provide financing for the purchase of real estate (family housing) and it is secured by a mortgage on residential real estate that the borrower provides. Leasing - financing mechanism for the acquisition of assets through a contract. The Lessor agrees to temporarily transfer the use and enjoyment benefits of an asset to another party, the lessee. The lessee in return, is obligated to make payment for the use of the asset. Troubled Debt Restructurings (TDRs) ln April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310): A Creditor's Determination of whether a Restructuring is a Troubled Debt Restructuring, to clarify guidance for accounting of troubled debt restructurings. The ASU clarified the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties, such as: . . . . Any shortfall in contractual loan payments. Creditors cannot assume that debt extensions at or above a borrower's original contractual rate do not constitute troubled debt restructuring because the new contractual rate could still be below the market rate. lf a borrower doesn't have access to funds at a market rate for a debt similar with characteristics to the restructured debt, which may indicate that the creditor has granted a concession. A borrower that is not currently in default may still be considered to be experiencing financial difficulty when payment default is considered - probable in the foreseeable future. The ASU applies retrospectively to restructured loans that occurred on or after January 2011, however, the application of this ASU had no impact on the Bank. 11 1, BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements ln certain circumstances, the Bank modifies certain of its loans involving non{rouble borrowers. These modifications are subject to Bank's normal unden¡uriting standards for new loans and are made in the normal course of business to match customer's needs with Bank's available products or programs. ln other cases, loan modifications involve a troubled borrower to whom the Bank may grant a concession (modification). Modifications involving troubled borrowers may include extension of maturity date, reduction in the stated interest rate, rescheduling of future cash flows, reduction in the face amount of the debt or reduction of past accrued interest. ln cases where the Bank grants a concession to troubled borrower, records the modification as a TDR under ASC 310-40 and the related allowance under ASC 310-10-35. A loan is considered to be impaired when based on current information; it is probable the Bank will not receive all amounts due in accordance with the contractual terms of a loan agreement or when a loan becomes 90 days or more past due as to principal or interest. The fair value is measured based on either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price or the fair value of the collateral, if the loan is collateral dependent. A loan is also considered impaired if its terms were modified in a troubled debt restructuring. When the ultimate collectability of the principal balance of an impaired loan is in doubt, all cash receipts are applied to principal. Once the recorded principal balance has been reduced to zero, future cash receipts are recorded as recoveries of any amounts previously charged off, and then to interest income to the extent any interest has been forgone. Restructured loans are loans for which the original contractual terms have been modified to provide terms that are less than those the Bank would be willing to accept for new loans with comparable risk because impairment in the borrower's financial condition. lnterest on these loans is accrued at the renegotiated rates. The Bank's policy is to discontinue accrual of interest either when reasonabfe doubt exists as to the full, timely collection of interest or principal, or when a loan becomes 90 days or more past due as to principal or interest. Credit card receivables that become 90 days past due or assigned to legal status are placed on nonaccrual status. The accrued and unpaid interest is reversed against interest income and, thereafter, the loan is accounted for on the cash method until it qualifies for return to accrual. When borrowers demonstrate over an extended period the ability to repay a loan in accordance with the contractual terms of a loan classified as nonaccrual, the loan is returned to accrual status. The Bank charges off loans when collectability of principal is not probable. The policy applies to restructured loans. This policy is consistent with the requirements of the agreement 6-200 "Classification of Portfolio and Constitution of Reserve" enacted by the Superintendence of Banks of the Republic of Panama. 12 BAC INTERNAT¡ONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (g) Allowance for Loan Losses and Reserve for Unfunded Lending Commitments The allowance for loan losses and the reserve for off-balance sheet commitments represent the amounts, which, in management's judgment, will be adequate to absorb inherent losses of the existing loan portfolio and off-balance sheet commitments, respectively, at the consolidated balance sheets date. The Bank has developed policies and procedures that reflect the assessment of credit risk considering all available information for assessing the adequacy of the allowance for loan losses and the reserve for off-balance sheet commitments. Where appropriate, this assessment includes monitoring qualitative and quantitative trends including changes in the levels of past due, if operations classifies as sub-standard or lower level, or whether is non-accrual status. ln developing this assessment, the Bank must rely on estimates and exercise judgment in assessing credit risk. Depending on changes in circumstances, future assessments of credit risk may yield materially different results from the estimates, which may require an increase or a decrease in the allowance for loan losses or the reserve for off-balance sheet commitments. Additions to the allowance for loan losses are based on several factors which include, but not limited to, analytical review of loan loss experience in relation to outstanding loans, a continuing review of troubled or non performing loans, overall portfolio quality and adequacy of collateral, results of regulatory examinations, evaluation of independent appraisals, and management's judgment with respect to the impact of current economic conditions on the existing loan portfolio. The allowance on certain homogeneous loan portfolios is based on aggregated portfolio segment evaluations generally by product type. Loss forecast models are used for these segments which consider a variety of factors including, but not limited to, historical loss experience, estimated defaults or foreclosures based on portfolio trends, delinquencies, economic conditions and credit scores. The consumer loss forecast models are updated periodically in order to incorporate information reflective of the current economic environment. The remaining commercial portfolios are reviewed on an individual loan basis. Loans subject to individual reviews are analyzed and segregated by risk according to the Bank's internal risk rating scale. These risk classifications, in conjunction with an analysis of current economic conditions, industry performance trends, and any other pertinent information results in the estimation of the allowance for loan losses. The historical loss experience is updated periodically to incorporate the most recent data reflective of the current economic environment. The allowance for loan losses represents the best estimate of probable losses inherent in the loan portfolio. The method of calculating allowance for loan losses depends on the size, type and risk characteristics of the loan products. The assumptions, underlying estimates and evaluations used to quantify the losses are continuously updated, at least quarterly, to reflect the market conditions. Reserye Model for Homogeneous Loans (Credit Card, Mortgage, Vehicle, Personal, Leasing, Small and Medium Business) Loans that are homogeneous in nature (eg. with risk profile and similar amounts) are grouped and evaluated collectively for impairment. 13 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements For homogeneous loans the Bank uses various models to calculate the allowance for loan losses: the progression rate model (for credit cards, vehicles, leases, personal and small and medium business loans) and the severity propensity model (for mortgage loans). The progression rate model used by the Bank to calculate the allowance is based on the estimate percentage of the past due balances distributed between different time ranges or buckets, and the expected monthly progression of those balances (based on historical performance) until the residual balance is booked as a loss. The reserve model for residential mortgages is based on two components: . . The probability that a balance results in a loss, which is the probability that a balance for moves through each range until reach the 180 days in arrears. The Severity Rate which is the rate of the loan loss once then loan is impairment default. Restructured loans classified as impaired are those that when due to financial difficulties of the client, the Bank provides concessions that othenruise would not consider. Usually these concessions relieve the debtor's cash flows in the short term, through amendments to the original terms of the contract or deferring debt payments so that in future the debtor's condition improve and can meet the obligation. The allowance for troubled debt restructurings is calculated using the present value of expected future cash flows discounted at the effective interest rate of the loan before restructuring. Reserye Modelfor Corporate Loans Each corporate client is assessed individually on a regular basis (at least annually) and it is assigned a risk category from 1 to 9, which is associated with a loss reserve level. The reserve level is calculated based on historical information of default probabilities for each risk level multiplied by the rate of loss once it is falls default. lf it is determined that a corporate loan is impaired, the Bank has to determine the impaired amount individually based on any of the following methodologies: present value of expected future cash flows discounted at the effective rate of interest at inception; loan market value, or fair value of the collateral. ln addition to the allowance for loan losses, the Bank also estimates probable losses related to off-balance sheet commitments, such as letters of credit and financial guarantees, and binding unfunded loan commitments. Off-balance sheet commitments are subject to individual reviews and are analyzed and segregated by risk according to the Bank's internal risk rating scale. These risk classifications, in conjunction with an analysis of current economic conditions, performance trends and any other pertinent information, result in the estimation of the allowance for off-balance sheet commitments. 14 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements The allowance for loan losses relating to the loan portfolio, and the allowance for offbalance sheet commitments are reported in the consolidated balance sheets in the allowance for loan losses, and other liabilities, respectively. Allowance for loan losses related to the loan portfolio and off-balance sheet commitments are reported in the consolidated statements of income in the provision for loan losses and other operating expenses, respectively. (h) Foreclosed Assefs Assets acquired through, or in lieu of, loan foreclosures are held for sale and are initially recorded at the lower of its cost or fair value less costs to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance of those assets are included in other operating expenses. Costs related to maintenance of those assets are expensed as incurred. (i) Transfer of Financial Assefs Transfers of financial assets (totally or partially of a financial asset) are accounted for as sales, to the extent that the control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) the Bank, its subsidiaries or agents do not maintain effective control over the transferred assets. (j) Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation ís computed using the straighþline method over the estimated useful lives of the respective assets or based on use, as follows: Years/Base Buildings and improvements Aircraft Equipment and furniture Computers Vehicles 20-50 Based on hours flown 5-10 3-5 5 Leasehold improvements are amortized between three to ten years or the lease term, whichever is lesser. Expenditures for major renewals and improvements are capitalized. Repairs and maintenance expenditures are charged to expense as incurred. The cost and accumulated depreciation and amortization relating to premises and equipment retired or otherwise disposed of are eliminated from the accounts and any resulting gains or losses are credited or charged to income. 15 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements (k) Goodwill and lntangrble Assefs Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill and acquired intangible assets with indefinite useful lives are not amortized. Acquired intangible assets with definite useful life are amorlized over useful lives in a form that approximates the estimated decline in the economic value of the intangible asset. (t) lmpairment The Bank evaluates the long{erm assets recoverability, such as property and equipment, and acquired intangible assets when there are events or changes in the circumstances that indicate that the book value of an asset may not be recovered. These circumstances include, but are not limited to (1) a significant decrease in the asset market value; (2) a significant adverse change in the use of the asset; and (3) a significant accumulated cost in excess of the amounts originally estimated at the acquisition date of the asset. The Bank compares the book value of the asset against the undiscounted estimated cash flows associated to such asset or group of assets. lf the sum of the expected net cash flows is less than the book value of the asset or group of assets that are being evaluated, an impairment loss is recognized. An impairment loss is calculated as the amount for which the book value of the asset exceeds its fair value. The fair value is established using valuation techniques, including the expected discounted cash flows values. Goodwill is reviewed for impairment at least annually. ln September 2011, the FASB issued ASU 201 1-08, Iesfítg Goodwill for lmpairmenf, which provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. lf this is the case, the two-step goodwill impairment test is required. lf it is more-likely{han-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required. The Bank adopted this guidance in 2012. lf the two-step goodwill impairment test is required, first, the fair value of the reporling unit is compared with its carrying amount (including goodwill). lf the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporling unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. lf the fair value of the reporting unit exceeds its carrying amount, step two does not need to be per-formed. 16 BAC INTERNATIONAL BANK, INC. AND SUBS¡DIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (m) Revenue Recognition Revenue is recognized when the earnings process is complete and collectability is assured. Specifically, brokerage commission fees are recognized in income on a trade date basis. Asset management fees, measured by assets at a particular date, are accrued as earned. Advisory fees are recognized when the transaction is complete. Commission expenses are recorded when the related revenue is recognized. Transaction-related expenses are recognized as incurred. Credit card annual fees, net of direct lending costs, are deferred and amortized on a straight-line basis over a one-year term. Merchant's commission income is determined based on the amount and type of purchase by the cardholder and is recognized at the time the charges are billed. The Bank offers rewards programs that allow its cardholders to earn points that can be redeemed for a broad range of rewards including cash, travel and discounted products. The Bank establishes a rewards liability based upon the points earned which are expected to be redeemed and the average cost per point redemption. The points to be redeemed are estimated based on past redemption behavior, card product type, account transaction activity and other historical card peformance. The liability is reduced as the points are redeemed. The estimated cost of the rewards programs is recorded as contrarevenue against credit card commissions. (n) Fair Value The Bank determines fair value for financial instruments and non-financial instruments on a recurring and non-recurring basis according to FASB ASC 820 "Fair Value Measurements and DÌsclosures" that establishes a new framework for measuring fair value and includes specific disclosures. Depending on the nature of the asset or liability, the Bank uses various valuation techniques and assumptions when estimating fair value. The three levels of the fair value hierarchy are described below: a a Level 1 - Assets or liabilities for which the identical item is traded on an active market. Level 2 * Assets and liabilities valued based on observable market data for similar instruments, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require. 17 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Bank considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Bank looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Bank looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets and the Bank must use alternative valuation techniques to derive a fair value measurement. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement, ln May 2011, the FASB issued ASU 2011-04, Fair Value Measurements (ASC 820): Modifications to achieve a common measure of fair value disclosure requirements according US GAAP and lnternational Financial Reporting Standards (IFRS). The ASU 2O11-04 created a common definition of fair value, measurement and disclosure requirements for US GAAP and IFRS. Significant additional disclosures are required, both qualitative and quantitative, in particular for measuring instruments at fair value that are classified at Level 3 of the fair value hierarchy. This ASU 2011-04 began to be effective for the Bank on January 1,2012. (o) Derivative Financial lnstruments The Bank makes use of derivative financial instruments, primarily as part of its management of interest rate risks. Derivative financial instruments such as interest rate swaps and interest rate caps are used to manage interest rate risk through the exchange of interest payments based on a predetermined notional principal amount. The underlying principal balances are not affected. Net settlement amounts are reported in other income. The Bank recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The accounting for changes in fair value (i.e. gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the type of hedge. That is, the derivative is designated by the Bank as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge); or (2) a hedge of the variability of cash flows of a forecasted transaction to be received or paid related to a recognized asset or liability (cash flow hedge); or (3) as a freestanding. Changes in the faír value of a derivative that has been designated and qualifies as a fair value hedge, along with the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, are included in other income (expense) and recorded as derivative and hedging activities. Changes in the fair value of a derivative that has been designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss) to the extent of its effectiveness, until earnings are impacted by the variability of cash flows from the hedged item. Changes in the fair value of derivatives held for trading purposes or those that do not qualify as hedges (freestanding) are included in other income (expense) and recorded as derivative and hedging activities. 1B BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements At the inception of each hedge, when applicable, the Bank documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the hedge transactions. This process includes linking all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the consolidated balance sheets, or to specific firm commitments or forecasted transactions. The Bank discontinues hedge accounting prospectively when it determines that the derivate is no longer effective in offsetting cash flows attributable to the hedged risk; the derivative expires or is sold, terminated, or exercised; the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. (p) lncome Tax The Bank uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax carryfon,rards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the enactment date period. Management evaluates the realizability of the deferred tax assets on a regular basis and assesses the need for a valuation allowance. Management assess, whether it is more likely than not, that a portion or all of the deferred tax asset will not be realizable. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowance from period to period are included in the Bank's tax provision in the period of change. ln addition to valuation allowances, the Bank recognizes estimates and discloses uncertain tax positions when, despite having considered that the tax positions taken by the Bank relating to tax benefits are consistent with current practices and application of regulations, the Bank considers that such positions are likely to be challenged. The uncertain tax positions are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. Uncertain tax positions are recorded as income tax payable as a component of accrued expenses and other liabilities. These accruals are reduced upon expiration of statute of limitations. The Bank's policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the consolidated statements of income. 19 BAC INTERNATIONAL BANK, INC. AND SUBSIDIAR¡ES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (q) Employee Benefits The Bank is subject to the labor law of each country in which it operates. The Bank provides for employee benefits when such benefit relates to services already rendered by the employee, the employee is currently entitled to receive the benefit, the payment of the benefit is probable and the amount of the benefit can be estimated. Ø Foreign Currency Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of each entity. For foreign operations, the functional currency is the local currency, in which case the assets and liabilities are translated, for consolidation purposes, at period-end rates from the local currency to the reporting currency, the U.S. dollar. For income and expenses, the Bank uses the period average exchange rate for translation from local currency to the reporting currency. Resulting unrealized gains or losses are reported as a component of accumulated other comprehensive income (loss). When the foreign entity's functional currency is determined to be the U.S. dollar, foreign currency transactions are recorded at the exchange rate prevailing at the date of the transaction. Assets and liabilities denominated in foreign currency are re-measured into the functional currency at the exchange rate prevailing at balance sheet date. Resulting gains and losses on foreign currency transactions are included within other income in the consolidated statements of income. (s) (t) Fair Value Option Under the Fair Value Option Subsections of FASB ASC Subtopic 825-10, Financial lnstruments-Overall, the Bank has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. Offsetting Financial assets and liabilities are offset and the net amount presented in the consolidated balance sheets when, and only when, the Bank has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. The income and expenses are offset only when is allowed by USGAAP. (u) Contingencíes Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. (v) Rec/assrïications Certain amounts in the consolidated financial statements of 2011 have been reclassified to conform to the consolidated financial statements of 2012 presentation. 20 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (3) Cash and Due from Banks, and Pledged lnterest-Bearing Deposits At December 31, 2012 and2011, cash and due from banks aggregating $1,262,805,034 and $1 ,123,649,784, respectively, are pledged to cover legal liquidity reserve requirements. At December 31 ,2012 and 2011, interest-bearing deposits amounting to $10,036,290 and $6,240,631, respectively, are pledged as legal liquidity or to guarantee borrowings and other credit facilities. (4) Supplemental lnformation to the Consolidated Statements of Cash Flows Certain supplemental information relating to the consolidated statements of cash flows is shown below: 2012 Cash paid for interest during the year Cash paid for income taxes during the year $ $ 2011 n5_234,95 12L269É36 83.686,403 67.707.629 Additional information on non cash ¡nvesting and financing activities is as follows: 2012 Changes in unrealized gain (loss) on securities available for sale, net of tax Change in cash flow hedging derivatives Properties acquired in settlement of loans (5) $ 2011 _l_6J13€*569 _19ß43.192) -11Æ5.145) $ ----u2-63e _15,486.51_0 _l€J25p50 Trading Securities At December 31, 2012 and 2011, trading securities consist of government bonds amounting to $33,547,903 and $31,997,445, respectively. Net gains (loss) on security trading activities included in earnings for the years ended December 31, 2012 and 2011 amount to $27,739 and $(1 ,944), respectively, including unrealized net gains (loss) on trading securities for $45,838 and $(102,209), respectively. At December 31, 2012 and2011, securities with a fair value of $25,354,187 and $9,721,859, respectively, were pledged to secure repurchase agreements. 21 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (6) Securities Available for Sale The amortized cost, gross unrealized gains, gross unrealized losses and fair value of securities available for sale as of December 31, 2012 and 2011 is as follows: Amortized Cost Government bonds United States of America Other governments Corporate debentures Mutualfunds 2012 Gross Gross Unrealized Unrealized Losses Gains 228,473 508,346,659 508,575,132 4.097.214 705.973 610 0 228,910 (3.054,703) 510,533,210 (3,054,703) 510,762,020 337 5,241,254 5,241.591 (27,643) 198,121 ,3gg 0 4,145,934 G*082J40) Zl3p29-343 4,847,768 48,720 193,301 ,264 Fair Value l_0J1_3€.029 20'11 Amortized Cost Government bonds United States of America Other governments Corporate debentures Mutual funds Gross Unrealized Gains 3,220,001 399,549,538 402,769,539 281,737,997 2.800,000 68L302é30 22 0 1,339,754 1,339,754 509,205 5,448 _1*854Al¿_ Gross Unrealized Losses Fair Value (74) 3,219,927 (1.e21.717) 398,967.575 (1.921.791) 402,187.502 (9,417,716) 272,829,486 0 2,805,448 11I 339.507\ 677 822.436 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements A summary of securities available for sale as of December 31 ,2012 by contractual maturity is presented below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Cost Government bonds United States of America: Due within one year Due after one year but within five years Due after ten years Other government bonds: Due within one year Due after one year but within five years Due after five years but within ten years Due after ten years Corporate debentures: Due within one year Due after one year but within five years Mutualfunds: Without maturity Fair Value 219,683 5,262 3,528 219,710 5,434 3,666 294,087,734 169,404,728 44,407,879 446,318 508,575,132 294,492,966 169,471,207 46,120,751 448,286 510,762,020 43,392,062 149,909,202 193,301 ,264 43,515,519 154,605,870 198,121 ,389 4,097,214_ 4,145,934 $ _l9g,ezEglg JJ3,o2e 343 December 31 , 2012 and 2011, securities with a carrying value of $83,775,564 and $87,974,964; respectively, were pledged to secure borrowings and repurchase agreements. At For the years ended December 31, 2012 and 2011, proceeds from sale of securities available for sale amounted to $258,478,987 and $312,027,682, respectively. Net realized gains amounted to $2,752,609 and $4,478,385 for 2012 and 2011, respectively. Gross unrealized losses on securities available for sale and the fair value of the related securities, aggregated by category and length of time the individual security has been in a continuous unrealized loss position at December Government bonds Corporate debentures Total Fair Value Losses 100,228,455 18,299,341 118.527.796 , 2012 and 2011 , were as follows: 2012 More than 12 Months Fair Unrealized Value Losses 12 Months or Less Unrealized 31 (1,203,587) 71,245,636 (27.643) n.n1.230\ o 71.245.636 23 Fair Value Total Unrealized Losses (1,851,116) 171,474,091 (3,054,703) o 18,29e.341 [x8ãLr1-o) 1æ-1ß*4n Q7,643) ßJ82J4O) BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements 2011 12 Months or Less Fair Value More than 12 Months Unrealized Fair Value Losses Unrealized Losses bonds $ 201,044,256 (1,299,703) 8,042,802 Corporate debentures 214.466€05 (9.417.716) 0 Total $ 415.511.161 (10.717.419\ 8.042.802 Government Fair Value Total Unrealized Losses (622,088) 209,087,058 (1,921,791) 0 214.466,905 (9.417.716) (622.088) 423.553.963 (11.339.507) The Bank primarily invests in local government debt securities and corporate debentures. The major¡ty of corporate debentures are rated ¡nvestment grade by the major rating agencies. The Bank evaluates corporate debt securities based on a variety of factors such as the financial health of the issuer, including whether the issuer is in compliance with the terms and covenants of the security. Most of these investments are primarily liquid securities and have a large and efficient secondary market. At December 31, 2012, management does not have the intent to sell any of the securities classified as available for sale in the table above, and believes that it is more likely than not that the Bank will not have to sell any securities before a recovery of cost. The unrealized losses are largely due to changes in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of December 31,2012, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Bank's consolidated statements of income. 24 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (71 Loans The following table presents the composition of the loan portfolio by type at December 31, 2012 and 2011, respectively: 2012 Commercial Loans Corporate business Small and medium business Total commercial loans 2011 $ 2,095,796,860 1,660,949,655 333,970.298 283.035,928 2,429,767.158 1,943,985,583 Consumer Loans 504,943,386 441,099,446 440,971,511 353,527,651 1,735,479,025 1.397.770,920 2,681,393,922 2192.398,017 Vehicles Personal Credit cards Total consumer loans 1,826,902,586 153,791,880 7,091,855.546 Mortgage Lease financing, net of interest Total loan portfolio Unearned income and deferred loan fees and costs (18,474.042) (17,375.821) Total loans, net of unearned income deferred loans fees and costs Allowance for loan losses Net loan portfolio 1,712,270,921 126,703,731 5,975,358.252 7,073,381,504 5,957,982,431 (101 ,093,569) $ 0.922282*935 At December 31, 2012 and 2011, the Bank had loans for $391,932,735 (85,317,298) 5-BZ2-065-133 and $408,582,248, respectively, to guarantee obligations and other credit facilities. Other real estate owned asset included in other assets amounted to $16,817,453 and $25,998,540 at December 31 ,2012 and 201 1, respectively. The following table presents the net value of leases receivable at December 31,2012 and 2011: Total minimum payments on lease financing Less: unearned interest Sub{otal Less: allowance for uncollectible leasings Less: net deferred fees Net lease financing 25 2012 2011 176,222,873 22,430,993 153,791,880 1,005,785 753,462 152*032*033 142,703,302 15,999,571 126,703,731 1,378,288 610,830 124J1Aß13 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements The following table summarizes the minimum lease financing payments at December 31: 2013 2014 2015 2016 $ 47,263,761 41,807,792 39,769,202 16,055,106 2017 andthereafter 8,896,019 $ 153J91-8SO The following tables present the past due analysis of the loan portfolio and loans on nonaccrual interest at December 31, 2Q12 and 2011, respectively: 20'|.2 Current and less than 30 davs past due Commercial loans Corporate business Small and medium business $ Past due over 31 days and still accruinq 2,080,965,270 Total commercial loans Total 16.735,198 2,095,796,860 333,970,298 2,429.767,158 2,707,438 1,702,270 504,943,386 4,435,721 27.095,009 34,238,168 2,047,230 6,130,895 2,987,714 9,1 1 8.609 322,948.081 2.403,913.351 (') Non-accrual 8,700,695 8,034.503 Consumer loans Vehicles Personal Credit card 500,533,678 434,488,560 1 ,665,520.1 35 Total consumer loans 2,600,542,373 Mortgage Lease financing, net 1,776,968,898 152,991 .037 6*934/115*659 Loan portfolio (')lnclude $ 19,920,426 528,400 ___63ú05.603 440,971,511 42.863,881 46.613,381 1,735.479.025 2,681,393,922 30,013,262 272.443 1,826,902,586 153,791 ,880 __9.3"63_4284 zo9l-855.546 operations that are current, however according Management's policies are presented in this category until they accumulated three consecut¡ve payments. 2011 Current and Past due over less than 30 31 days and davs past due still accruinq Commercial loans Corporate business Small and medium business Total commercial loans Consumer loans Vehicles Personal Credit card Total consumer loans Mortgage Lease financing, net Loan portfolio Non-accrual ('l Total $ 1,646,877,963 271,357.190 1.918,235.153 2,279,671 11,792,021 1,660,949,655 3.210.276 5,489.947 20.260.483 1.943.985,583 435,890,182 349,786,349 2,722,875 2,172,573 8.468.462 2,486,389 1,568,729 283,035,928 441,099,446 353,527 ,651 1,324.395.082 2.110.071.613 39,009,776 43,905.224 34.366,062 1,397.770.920 38.421,180 2192.398,017 1,656,678,634 20,946,363 34,645,924 1,245,365 __71-586-899 1,712,270,921 126.703.731 _94;ß1588 5p25.358252 124.604.365 $ 5-809-589-765 (')lnclude operations that are current, however according Management accumulated three consecutive payments. 26 854,001 's policies are presented in this category until they BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Credit Quality indicators Following definitions of the risk ratings used for the corporate business portfolio: . . . o . Satisfactory: Loans considered satisfactory are divided into additional categories, primarily based on the borrower's financial strength and ability to service the debt. Special mention: These are loans included on a watch list in which the Bank have certain concerns due to current or future events that if not reverted, can negatively impact the borrower ability to service the debt. Substandard: These are loans with some credit weaknesses that have been present for certain time and represent a higher level of credit risk for the Bank. These weaknesses if not timely corrected, can negatively impact the borrower ability to service the debt. Doubtful: These are loans with well defined credit weaknesses that based on current information and conditions there is doubt of collecting the total loan principal and interest, even if there are certain factors that can result in an improvement of the borrower ability of complying with all payments. Loss: Loans classified as loss are considered uncollectible continuance efforts for collection are not justified. and of such value that the This classification does not mean that credit has no recovery or salvage value at all, but it is not practical or desirable to defer settlement of the asset, basically worthless, even if it can achieve a partial recovery in the future. The Bank monitors credit quality within it portfolio based on primary credit quality indicators such as. past due, client distribution by risk level, percentage of impaired portfolio composition and level of LTV (the LTV measures the carrying value of the loan as a percentage of the value of property securing the loan, and is updated monthly). Within the mortgage loans segment, the primary credit quality indicators are the historical default behavior and LTV levels. The default behavior of historical payments and credit card usage are the factors used to monitor the quality of consumer products segment in which credit card is the most important product and which has a risk score that is updated monthly. Commercial loans are evaluated quarterly based on quantitative elements (financial statements) and qualitative (industry, management, market share, etc.) to give a risk rating which allows portfolio classification into Satisfactory, Special Mention and lmpaired (Substandard, Doubtful, Loss). The latter have a high level of risk and may have a high probability of default or total loss, for which a reserve is individually quantified as described in the ASC 310-10-35. 27 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Primary credit quality indicators for small and medium businesses are the historical default behavior and LTV levels for those mortgages. The following tables present the receivable balances from the corporate business loan portfolio according to risk categories at December 31: 2012 Corporate business: 2011 2,037,702,036 1,608,941,027 36,174,844 19,949,446 Satisfactory Special Mention Sub-standard Doubtful Loss 9,977,179 10,726,918 7,659,515 13.672,749 3,873,904 2.095,796,860 1.660,949,655 9,068,897 Total The following tables present the receivable balances from the small and medium business loan portfolio based on the loan default at December 31: 2011 2012 Small and medium business: 30 days 31 - 89 days 90 - 120 days 121 - 180 days 181 - 365 days More than 365 days 324,081,708 272,514,513 Total 333*920298 0 - 3,386,528 441,913 882,352 2,811,252 1,327 ,637 1,208,185 1,721,341 3,453,000 283*035p28 1,987,607 3,190,290 The credit quality of consumer loans and leases is evaluated based on the past due balances. 31 , 2012 and 2011, and based on the most recent analysis, the credit risk classification of consumer foans by type is as follows: At December 2012 0-30 days Consumer loans days 500,233,078 3,045,358 432,559,922 4,390,159 Vehicles Personal Credit cards Total consumer loans Q Lease financing, net ö (')Loans 31-90 1,626.451,902 37,620.448 2559.244ß92 -45j55-965 l52J91J3f _128-400 over 90 days past due and trouble debt restructurings 28 lmpaired (') Total 4,021,430 71.406,675 504,943,386 440,971,511 1.735.479.O25 17-093*055 2.6ß1*393ß?2 _272A43 _153J91-B€O 1,664,950 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements 2011 0-30 days Consumer loans g Vehicles Personal Credit cards $ s Total consumer loans 31-90 lmpaired davs 436,219,171 349,872,334 1.278.073.591 {') Total 1,699,203 441,099,446 1,414,146 353,527,651 3,181 ,072 2,241,171 34.405.490 85,291,839 1.397.770.920 88105-188 2*064;l_65*096 39*822J33 Lease financing, net 124J27*954 1]31'3BB (')Loans over 90 days past due and trouble debt restructurings 2J92,398-911_ ___688J89 _J26J-93J31 The Bank evaluates the mortgage quality portfolio based on the past due balances. At December 31, 2012 and 201 1 , the credit risk classification of mortgage loan is as follows: 2012 Mortqaqe - 30 days 31 - 89 days 90 - 120 days 121 - 180 days 181 - 365 days More than 365 days ,554,899 2011 0 1 Total 26,202,065 4,219,974 3,866,163 5,103,937 4,216,780 6,397,045 6,844,709 6,669.836 9,798,093 1 .826,902.586 1,7 12,270,921 ,791 1 ,661 ,343,1 1 1 22,956,895 The following tables summarize the information of impaired loans, including restructured loans at December 31: 2012 Average Recorded investment Outstanding balance of (') impaired loans balance lnterest recognized during the vear Allowance individually assessed Allowance collectively assessed Commercíal loans Corporate business Small and medium business Total commercial loans 20,513,'130 14,036,785 23,256,787 9,331,458 28,312J36 1,558,116 5,742,963 1,835,210 14,986,997 1 ,066.1 92 0 34,549,915 32.588.245 43,299,133 2.624.308 5.742.963 5,013,788 6,848,998 138,594 0 1,275,747 9,889,1 82 0 0 0 21,260,085 2.243.959 24.779,791 Consumer loans 1,664,950 1,602,561 Total consumer loans 71,406,675 4.021,430 77,093,055 74,759,786 2,399,986 78.762.333 1,677,086 71,406,675 4,021.430 77.105.191 382.708 20,410.484 Mortgage 35,361 61 32,658.090 38,961,663 2.829.O79 0 4,905,703 272.443 362.752 272,443 22,679 0 188.192 14721_6-174 14A3tL4n 159-63tur30 25*886"550 Vehicles Credit cards Personal Lease flnancing, net Total impaired Ioans $ ,1 (')Unpaid principal balance gross of write-downs 29 1 5J42-9ç3 3ßf,2*ø84 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements 2011 Average balance of Recorded investment impaired Outstanding loans balance (') lnterest recognized during the vear Allowance collectively assessed Allowance individually assessed Commercial loans Corporate business Small and medium business Total commercial loans Consumer loans 41,678,952 4.787,466 46.466,418 31,645,116 10.754.384 42,399,500 1,572,686 1,593,703 ,839 95,666,919 1.278.164 1.471,681 Vehicles Credit cards 85,291 Personal 38,170,492 12.645.815 3,130,385 8,075,011 1,467,274 1,037,091 0 50,816.307 4.167.476 8,075,011 4,991.758 6.459.032 1,699,203 155,682 85,291,839 1,414,146 23,768,818 0 0 0 Total consumer loans 88,142,689 98,732,303 88.405,188 Mortgage 25,533,338 26,156,359 29.574.483 688.389 412.633 688,389 $ 156J63.E10 1f1Jß7J13 16tut&1.302 Lease fìnancing, net Total impaired loans 129,536 24.O54.036 0 0 0 2.423.800 63,071 3OJ08JS3 -&'07-5*0an 929,864 21,705,333 995,983 23,631,180 3,485,644 531,838 34;107$el (')Unpaid principal balance gross of write-downs During the years ended on December 31, 2012 and 2011, the Bank made the following restructurings: 2012 lnterest Balance before Restructured loans Corporate business Small and medium business Vehicles Credit cards Personal Mortgage chanqe Quantitv 75$ Current balance 114 1,037,399 5,971,557 5,781,834 484,552 4,882 15,904,644 14,O44,338 1,807,570 10.317,803 1,704,546 9,716.767 4L9342æ u-793.594 6,112,841 6,754,002 103 155 146 Total Recognized 5jz5 $ during the Allowance vear 5,345,276 344,030 599,386 333,100 19,682 30,584 1,716,122 3,181,599 600,674 122,332 406.527 586,430 BJß4,çß7 4.598,075 1 Last 12 months outstandinq balance 2012 Restructured loans reclassified as uncollectables Corporate business Small and medium business Vehicles Credit cards $ 2,477,948 500,414 62,681 Personal Mortgage $ 30 2,437,732 51,405 1.512,793 7-042-97i BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements 2011 lnterest Restructured loans Quantitv Corporate business Small and medium business Vehicles Credit cards Total Current chanqe balance 21 3,791,309 78 4,362,077 432,144 34 7,581 86 Personal Mortgage Balance before 142 19,100,151 915,031 8,903,662 _J9A2 ?7-Æ4-94 Recognized during the Allowance vear 3,343,778 1,749,753 546,619 3,822,443 511,238 313,481 21,396 233,532 47,574 16,560,464 2,461,240 4,065,030 731,405 278,262 66,997 8,799.001 509,438 721.129 33_490*623 -5-552"505 5JU.ç52 Last 12 months outstandinq balance 2011 Restructured loans reclassified as uncollectables Corporate business Small and medium business Vehicles Credit cards Personal Mortgage $ $ 3,235,1 1 3 152,497 12,269 3,806,801 24,691 399.120 z-630ést At December 31, the Bank had no impaired loans without allowance for loan losses. (8) Allowance for Loan Losses The following tables show the balance of the allowance for loans and gross loans balances segmented by product according to the methods for evaluation of impairment at December 31, 2012 and 2011, respectively: 2012 Small and medium business Corporate business Consumer Residential Mortoaqe Lease f¡nancinq Total Allowance for loan losses: Balance, beginning of the year Charge-offs Recoveries Provision for loan losses I 6,658,528 (2,81e,926) 824,833 4,900,063 3,784,794 9,079,014 (3,986,086) 1 967,21 Translation adjustment 489.988 (633,81 9) (233.030) 10,522,196 (5,236,411) 2,158,293 2,309,021 (206,373) 1,378,288 (851 ,1 40) I 11 ,962 365,748 927 85,317,298 (1 18,485,014) 48,027,973 86,81 5,619 (582.s07) ___6!*BZ5j62 ____9546J26 l0!5.28¡ lql093"ãô9 _,___,__0 -,___________0 _____-__,,0 ___60-825.662 ----9545f,25 l*0!5.785 ___lJA2.9ß3 _95*350.6!6 333*970¿98 2.68L39iß22 l-826_902J80 ß3.79r-e8A ¿091*855J46 algJz!¿gq 2,â91,E9A922 Balance, end of the year $ __21459J9t Allowance ind¡vídually assessed Allowance collectively assessed $ $ ___J742.963 ___ls*791-234 __i.21,1199 Loan portfol¡o $ zç95.296*e60 Balance individually assessed Balance collectively assessed $ $ ___l_5-611-4ÊZ 2J8OJZ9J93 47,679,272 (105,591,451) 43,965,6ô7 75,455,993 __å215J99 ___15-617-4ß7- ____-__,_,____o 31 L826_9_02é86 153.29r-88! 7*O7S23B.An BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements 2011 Corporate business Allowance for loan losses: Balance, beg¡nning of the year Charge-offs Recoveries Prov¡sion for loan losses Translation adjustment Balance, end of the year Small and medium bus¡ness 22,3s6,948 (1 1 ,21 8,1 34) 682,642 7,186,475 71.083 Res¡dential Consumer 5s,360,871 5,979,548 ,911,257) 67,990 (111,127 ,0471 (1 42,955,904 60,910,550 (421.006) 2,487,750 34.497 __6-058-528 Mortqaqe Lease f¡nanc¡nq 3,137,233 (4,972,320) 780,712 I 1,562,663 13,908 _-t_0-522.19â _-J-37ß2ß8 __a5jlz298 ___________o ___i.0z5Ja1 __1J78.288 733,680 (540,402) 308,172 879,543 Q.705\ $ __19-az9*014 $ $ ____8-075-011 Allowance collect¡vely assessed _lL00Lo03 --6Sé!éæ ___47-a79.272 __l_0.522*196 Loan portfolio $ l*660.E19*655 283*035-928 2J92.39&o1f Balance ¡ndividually assessed Balance collectively assessed s :_Æ,1na92 J-622,Jl9lsi 28XO3.1928 ¿J9¿!99Sü L712279ß27 126J!t231 _________a __0 1J12279ß 12SJ_O3.731 Allowance individually assessed (9) ==41.9792J2 _______o Total (1 87,568,280 29,769,1 60) 44,795,420 83,026,981 (304.223\ _-_1L2422ßZ 5.975_358252 *___48J70J92 Á947J_87J60 Property and Equ¡pment Property and equipment as of December 31, 2012 and 2011 are detailed as follows: 2012 Land $ Buildings and improvements Equipment, furniture and vehicles Constructions in progress Less: accumulated depreciation and amortization $ 23,054,726 121,694,260 261,543,834 5,213,884 411,506,704 (218.306,941) _t_93J_99J63 2011 21,913,655 107,171,757 249,319,764 1.293,245 379,698,421 (197.234,534) 182Aþ3ß87 (10) Goodwill and lntangible Assets The changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011, are as follows: 2012 Goodwill: Balance, beginning of the year Foreign currency translation Balance, end of the year 2011 $ 86,172,936 96,125,493 62,975 47,453 $ 86235*9_rt 86J_72930 At December 31, 2012, the Bank performed the qualitative assessment and determined that is not more-likelythan-not that the fair value of the report¡ng unit is less than its carrying amount, therefore the two-step goodwill impairment test were not performed. 32 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements The gross carrying amount and accumulated amortization for each of the Bank's identified intangible assets subject to amortization at December 31,2012 and 2011, is presented below: 2012 Gross Carrying Amount Purchased credit card relationships Merchant relationships $ 2011 Gross Accumulated Carrying Accumulated Amortization Amount Amortization 7,992,127 6,220,179 7,992,127 739,999 595,602 739,999 $ 8J_UJ26 0Él5J8L 8J3¿J26 5,647,083 558,372 6205t55 None of the intangible assets listed in the table above have residual value. The weighted average lives of credit card relationships and merchant relationships are 9 and 12 years, respectively. None of these intangibles is deductible for tax purposes. The aggregate amortization expense related to intangible assets for the years ended December 31, 2012 and 2011, amounted to $610,326 and $841,028, respectively. Amortization expense related to identified intangible assets in each of the five years subsequent to December 31 ,2012, is as follows: 2013: $466,501 ,2014: $392,738, 2015: $339,61 1 , 2016: $300,369, 2017: $183,795 and thereafter: $233,331 . During the year ended December 31, 2012, the Bank had no impairment loss. (11) Deposits As of December 31,2012 and 2011, the Bank held $2,433,525,160 and $1,807,939,313, respectively, of time deposits with principal balances of $100,000 and over. Scheduled maturities of time deposits at December 31, 2012 are as follows: Year endinq December 31. $ 2013 2014 2015 2016 2017 Thereafter 33 s 2,290,461,692 363,073,732 113,400,671 21 ,333,168 35,209,499 2,398,566 2.825.877.328 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements ({2) Securities Sold under Agreements to Repurchase The following table summarizes certain information on securities sold under agreements to repurchase at or for the years ended December 31, 2012 and 2011'. 2012 Pavable in Colones Carrying amount at end of year Maximum amount outstanding at any month end $ $ $ 37*054*800 2011 Pavable in US Dollars _5-012ß1_5 Colones US Dollars 48Sù1028 _3f,45J55 65-601-892 aLgLLlrlS 79'/,45292 44*050.216 _4-64431i 19*Ê16*940 Weighted average interest rate for the year ______6-63% _-__2.Aa% 51É61JA2 -9A51279 ___-ç31.% __9J6% Weighted average interest rate at end of year *__J-73% ___3,91% _____ßtß% -__2ß9%. Average amount outstanding during the year Januaty]-O7? January-2013 Maturities through (13) Borrowings Borrowings at December 31 , 2012 and 2011, borrowings consist of the following: lnterest Rates Payable in U. S. dollars: Fixed rate Floating rate 2012 Maturity Various Throuqh 2025 6.35% 0.66%a4.31o/o 2024 0.84 % a Carrying Amount $ 541,639,487 673,874,928 Payable in Mexican Pesos (Mexico) Floating rate 6.29% 2013 43,618,179 a 9.00% 9.23% 2013 2021 35,074,360 5,813,166 a 15.O0o/o 9.65% 2038 2021 135,250,749 5,679,235 5.650/o 2014 129,698 2013 21,909,296 Payable in Quetzales (Guatemala): Fixed rate Floating rate 6.50% Payable in Lempiras (Honduras): Fixed rate Floating rate O.O1o/o Payable in Cordobas (Nicaragua): Fìxed rate Payable in Colones (Costa Rica): Fixed rate Floating rate 12.750/o 11.OO% 34 a 13.25% 2027 35,926,404 1-498915-502 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements 2011 lnterest Rate Payable in U. S. dollars: Fixed rate Floating rate 0.94o/o a 6.35% O.61 o/o a 4.55Vo Payable in Mexican Pesos (Mexico) Fixed rate Payable in Quetzales (Guatemala): Fixed rate Floating rate Maturity Various Throuqh 6.22% a 9.00% 9.09% 6.50% 2025 2024 Garrying Amount $ 366,338,690 674,793,106 2012 46,744,631 2012 2021 18,195,562 6,534,713 2038 122,699,308 Payable in Lempiras (Honduras): Fixed rate 0.01% Payable in Cordobas (Nicaragua): Fixed rate 5.50% a 6.53% 2014 238,570 Payable in Colones (Costa Rica): Fixed rate Floating rate 8.93% 8.50% a 9.00% 2012 19,798,266 16,710,300 a 15.00% 2021 $ 1 .272.043.146 As of December 31,2012 and 2011, the amount outstanding under the CIC Receivables Master Trust, a consolidated special purpose vehicle, aggregated $277,202,630 and $318,493,376, respectively. The cedificates issued under such vehicle are secured by future cash flows from merchant vouchers originating in Guatemala, Honduras, El Salvador, Nicaragua and Costa Rica. The merchant vouchers are those to be generated by holders of credit cards issued by third-party international financial institutions, under Visa and MasterCard Credit Card Programs which are processed by the Bank. The cedificates pay interest quarterly each January, April, July and October at a rate of three-month U. S. dollar LIBOR plus a margin (1.760/o, including surety premiums, at December 31 , 2012 and 2011). Principal amortization amounts started to be paid to certificate holders beginning in July 2010. The certificates had an original duration of 4.68 years. At December 31, 2012, the certificates currently have a weighted - average duration of 2.3 years. At December 31, 2012 and 2011, secured borrowings amounted to $671 ,355,417 and $728,483,541, respectively. At December 31, 2012 and 2011, the Bank had approximately $537,330,682 and $400,913,583, respectively, available in unused lines of credit that expire through 2017. 35 BAC INTERNAT¡ONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Scheduled amortizations of borrowings at December 31, 2012, are as follows: Year ending December 31. 2013 2014 2015 2016 937,143,591 183,652,752 134,586,907 120,236,258 76,418,751 146,877,243 2017 Thereafter 1.499*915j02 (14) Other Borrowed Funds Carrying amount of other borrowed funds at December 31, 2012 and 2011 consist of debt instruments registered at and negotiable through the corresponding local stock exchanges in Guatemala, El Salvador and Honduras, at fixed and variable interest rates, and are detailed as follows: lnterest Rates Pavable in: U.S. dollars Quetzales Lempiras 2012 2011 2012 2.33o/o to 5.00% 2.84o/o to 4.25 $ 4.65% to 8.50% 4.650/o to 8.69% 14.00% 14.49o/o $ 69,122,418 112,650,570 5,986.384 187.759.372 2011 75,926,865 84,814,200 13,121,982 113,9æp4¿ Scheduled amortizations of other borrowed funds at December 31, 2012 are as follows: Year endinq December 31. 2013 $ 2014 2015 2016 2017 $ 145,975,334 19,950,654 5,986,384 4,000,000 11,847,000 187-7_59*U2 December 31 , 2012 and 2011, the Bank had loans receivable for $76,890,786 and $82,516,643, respectively, pledged to secure these other borrowed funds. At 36 BAC INTERNATIONAL BANK, INC. AND SUBSIDIAR¡ES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements (15) Other Operating Expenses The following table sets forth the components of other operating expenses for the years ended December 31, 2012 and 201 1'. Advertising Communications Office supplies Maintenance and equipment rental Credit card franchise and authorization fees Taxes other than income tax Processing fees Deposit insurance Security Armored services Travel expenses Banking licenses Other 2012 2011 28,427,072 21,483,543 8,455,233 30,747,002 32,416,274 16,945,199 4,401,347 4,970,427 8,041,848 8,587,360 6,903,450 6,519,647 16,913,394 194.811.796 24,095,399 21,920,463 8,576,011 27,404,827 25,831,496 14,731,823 3,569,158 4,648,486 7,330,780 9,183,717 5,449,554 6,015,878 21,708.845 180,466,432 (16) lncome Taxes lncome tax expense consists of: 2012 2011 $ 90,817,138 80,605,888 Current Deferred 4,863,561 2,505.085 $ 95*680*099 83Í!.923 lncome tax expense was $95,680,699 and $83,110,973 for the years ended December 31, 2012and2011, respectively, and differed from the amounts computed by applying the current statutory income tax rate to pretax consolidated earnings as a result of the following: 2012 Computed "expected" tax expense lncrease (decrease) in income taxes resulting from: Exempt and foreign source income Tax incentives Change in allowance Nondeductible expenses lnvestments in foreign subsidiaries Changes in uncertain tax positions Foreign income taxes rate differential lncome tax expense 37 2011 99,206,335 89,710,453 (27,387,410) (846,016) 2,622,647 19,543,946 6,306,147 6,092,406 (e,857,356) 95.680.699 (23,341,3O7) (800,972) 4,276,674 14,913,298 8,598,519 5,215,944 (15,461 ,636) _83Í!,923 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Temporary differences between financial statement carrying amounts and tax basis of assets and liabilities that give rise to the deferred tax assets and liabilities as of December 31,2012 and 2011 are as follows: 2012 Deferred tax assets: Net operating tax loss carry fonruards Allowance for loan losses Deferred loan origination fees and costs Accrued expenses Swaps mark to market Foreclosed assets valuation Net premises and equipment depreciation difference 2011 $ 20,278,189 14,198,043 8,455,519 6,917,994 258,222 (252,490) 6,840,002 5,606,371 437,092 802,209 364,633 521,201 397,925 327,285 837,380 316,312 28,507,564 (22.796.177) (16,224,856) 15.002j45 12,282.708 Unrealized loss on securities available for sale Gross deferred tax assets Less-valuation allowance Total deferred tax asset 37,798,322 Deferred tax liabilities: Net premises and equipment depreciation (2,346,262) difference Deferred expenses Deferred commissions Foreclosed assets valuation Accrued expenses Accrued interest receivable Fair value acquisition adjustments lnvestments in foreign (2,281,361) (1,583,435) (1,764,144) (3,714,305) (2,268,639) subsidiaries, for undistributed earnings Allowance for loan losses Unrealized gains on securities available for sale Total deferred tax liabilities Net deferred tax liabilities (1,738,482) (984,917) (1,092,943) (1,500,388) (1,1O1,122) (2,738,844) (2,304,168) (1,059,833) (12,206,969) (3,646,912) (9,180,643) (3,426,796) (1 ,101 (166,016) (31,973,854) (24.234.319) t16.971.709) t11.951 611) ,e94) $ The valuation allowance for deferred tax assets as of December 31, 2012 and 2011 was $22,796,177 and 916,224,858, respectively. The valuation allowance at December 31,2012 and 2011 was primarily related to net operating loss carryfonryards and the allowance for loan losses in two subsidiaries operating in Mexico and United States that, in the judgment of management, are not more likely than not to be realized. The net change in the total valuation allowance, including Foreign Exchange Effect, for the years ended December 31, 2012 and 2011 was an increase of $2,622,647 y $4,276,674, respectively. ln assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. 38 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Bank will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2012. At December 31, 2012, the Bank have incurred in net operating tax loss carryforwards of $70,114,484, which are available to offset future taxable income of the applicable subsidiaries through 2019. At December 31 , 2012, the Bank has not recognized a deferred income tax liability of approximately $76,800,672 for undistributed earnings from foreign subsidiary operations, because the Bank believes that $639,290,262 of these profits will be reinvested for an indefinite period. The Bank is subject to income taxation in various jurisdictions. At December 31, 2012 and 2011, the Bank's kept unrecognized tax benefits, excluding related interest expense and penalties, amounting to $16,176,567 and $11,627,374, respectively. lnterest expenses and penalties related to income tax liabilities recognized in income tax expense were $1,561,865 and $954,868 in 2012 and 2011, respectively. Total interests and penalties expenses accrued amount to $3,359,471 and $1,797,606, at December 31 ,2012 and 2011, respectively. This amount is also included in other liabilities, at December 31, 2Q12 and 2011, in addition to the Bank's liability for unrecognized tax benefits. The following are the major tax jurisdictions in which the Bank and its affiliates operate and the earliest tax year subject to examination: United States: 2009, Mexico: 2007, Guatemala: 2008, El Salvador'. 2010, Honduras: 2007, Nicaragua: 2008, Costa Rica: 2008 and Panama: 2009. During 2010 in Panama income tax rates applicable to legal entities for future years are as follows: 2011, 3O%; 2012 and 2013, 27.5o/o, and beyond 25%. During 201 1 applicable income tax rates for legal entities in El Salvador were revised; rates for future years are as follows: 2012 and beyond 30%. 39 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (17) Accumulated Other Comprehensive Loss, Net The following table presents the components of and changes in accumulated other comprehensive loss for the years ended December 31,2012 and 2011: Accumulated Other Flow Hedging Comprehensive Derivatives Loss Foreign Unrealízed Net Gurrency Gain (Loss) on Translation Securities Attributable to controlling stockholder's equity: Balances as of December 31, 2010 Current year changes Balances as of December 31, 201 1 Current year changes Balances as of December 31, 2012 $ (74,263,042) 321,111 (4,151,587) (78,093,518) (717.045\ (9,642,899) (.265,145\ (11,625,089) (74,980,087) (9,321,788) (5,416,732) (89,718,ô07) (4.279.200\ 16,136.866 372,630 2,230.296 (89,259,287) 6,815,078 (5.044j02\ (87.488.311) Attributable to noncontrolling interest: (10e,0e1) Balances as of December 31, 2010 Current year changes Balances as of December 31, 201 1 Current year changes Balances as of December31,2012 Total accumulated other comprehensive loss, net Cash (292.987) (402,078) (16,535) (418,613) 0 0 0 o 0 71 (2e3) (222) Q97\ (519) (10e,020) (293,280) (402,300) (16,832) (419.132\ G9*077-9 _6.814559 J5&44J92\ {BZ9AZ443) The following table presents details of other comprehens¡ve loss for the years ended December 31, 2012 and 2011: December 31,2012 lncome tax Pre-Tax Amount (Expense) Benefit After-tax Amount Foreign currency translation adjustment: Controlling interest Noncontrolling interest Net current year change (14,279,2OO) 0 (16,535) 0 0 (14.295.735) (14,279,200) (16,535) (14.295,735) Unrealized gain on securities: Unrealized net holding gains on securities: Controlling interest Noncontrolling interest 19,293,093 (204) 19,292,889 Less: reclassification adjustment to earnings for realized net gains, controlling interest Net current year change Cash flow hedging derivatives: Net current year change, controlling interest Other comprehensive loss, for the year 40 (2.752,609) (413,257) (e3) (413,350) 9,639 18,879,836 (2e7) 18,879,539 (2.742,970) 16,540,280 (403.711\ 372.630 2.617,175 0 372.630 J4A3J1_1) ___22134Ê4 16,136,569 BAC ¡NTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements December 3'|..2011 lncome tax Pre-Tax Amount Foreígn currency translation adjustment: $ Controlling interest Noncontrolling interest Net current year change (Expense) Benefit (717,045) Amount (717,O45) 0 0 (292.987) (1 After-tax 0 ,010.032) (292,987\ (1 ,010,032) Unrealized gain on securities: Unrealized net holding gains on securities: Controlling interest Noncontrolling interest (5,451,060) (10,412) (395) 102 (10,310) (5,451 ,455) (4,478,385) 296,958 (9,929.840) 286,648 Less: reclassifìcation adjustment to earnings for realized net gains, controlling interest Net current year change Cash flow hedging derivatives: Net current year change, controlling interest Other comprehensive loss, for the year (f $ (.265j45) fi¿205*0r¿ (s,461,472) (293) (5,461 ,765) (4,181,427) (9,643,192) (1,265.145) 0 _286.048 ftLerrlJ69) 8) Off-Balance Sheet Financial lnstruments The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include, principally, commitments to extend credit, financial guarantees and letters of credit, the balances of which are not reflected in the accompanying consolidated balance sheets. Letters of credit are conditional commitments issued by the Bank to guarantee performance of a customer to a third party. Those letters of credit are primarily used to support trade transactions and borrowing arrangements. Generally, all letters of credit issued have expirat¡on dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments may expire without being drawn upon, therefore, the total commitment amounts do not necessar¡ly represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management's credit evaluation of the customer. As of December 31,2012 the Bank had outstanding revolving lines of credit available to its credit card customers in each of the various countries of operation that ranged from approximately $202 million to $1,702 million ($2OZ million to $1,728 million in 2011). The unused portion of the total amount available in each country, aggregated approximately from $135 million to $1,140 million ($141 million to $1,240 million in 2011). While these amounts represented the available lines of credit to customers per country, the Bank has not experienced, and does not anticipate, that all of its customers will exercise their entire available lines at any given point in time. The Bank generally has the right to increase, reduce, cancel, alter or amend the terms of these available lines of credit at any time. 41 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements Financial guarantees are used in various transactions to enhance the credit standing of the Bank's customers. They represent irrevocable assurances that the Bank will make payment in the event that the customer fails to fulfill its obligations to third parties. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. At December 31 ,2012 and 2011, outstanding letters of credit and financial guarantees are as follows: 2012 Standby letters of credit Commercial letters of credit Financial guarantees Loan commitments, (promissory disbursement letter) $ $ 2011 47,960,606 22,075,045 50,624,505 29,571,539 223,357,112 203,61 9,197 #ffirr*t ã#### The nature, terms and maximum potential amount of future payments the Bank could be required to make under the standby letters of credit and guarantees as of December 31, 2012 and 2011, are detailed as follows: 2012 Up to 1 year Over 1 year 2011 59 201,829,477 $ 232,735,7 $ reß87-448 56.651,689 74,062,621 225å91-098 Generally, the Bank has resources to recover from clients the amounts paid under these guarantees; additionally, the Bank can hold cash or other collateral to cover for these guarantees. The assets held as collateral, that the Bank can obtain and liquidate to recover totally or partially the amounts paid under guarantees as of December 31, 2012 and 2011, amounted to $19,994,611 and $94,375,047, respectively. The fair value of the letters of credit and guarantees as of December 31, 2012 and 2011 are of ç1,707 ,421 and $1,580,487, respectively. Other Commitments During 2008, the Bank entered into a sale and leaseback of $23,400,000 of an aircraft, which has been classified as an operating lease. Rental expense of this operating lease was $1,180,691 and $1,155,667 in 2012 and 2011, respectively. The Bank also has several non-cancelable operating leases, primarily for branches and office spaces that expire over the next ten years. These leases generally contain renewal options for periods ranging from three to five years and require the Bank to pay all executory costs such as maintenance and insurance. Rental payments include minimum rentals plus contingent rentals. 42 BAC INTERNATIONAL BANK, INC. AND SUBSIDIAR¡ES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements Minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Rental expense for operating leases during 2O12 and 2011 amounted to $24,465,860 and $23,201,711, respectively. Minimum lease payments under operating leases due in each of the five years subsequent to December 31, 2012, are as follows: 2013 $ (f 9) 2014 2015 1p.122J,36 1Eß11_Æ9 14ß91Jw_ 2016 _1_3-380J80 2017 Thereafter l3é9ZpZ8 ii!._958.003 Total 90.28¿093 Derivative Financial lnstruments ln the normal course of business, the Bank uses interest rate and exchange rate derivatives primarily for economic hedging purposes in its balance sheet management activities. The fair value of derivative positions outstanding is included ín other assets and other liabilities in the accompanying consolidated balance sheets and the net change in each of these consolidated financial statements line items in the accompanying consolidated statements of income. ln the case of transactions with hedge accounting, the fair value of the instruments is included in equity and other assets or other liabilities, as appropriate. The Bank utilizes foreign exchange and interest rate swaps, caps and floors to mitigate exposure to foreign exchange and interest rates. The Bank's objectives for utilizing these derivative instruments are described below: . During 2009, the Bank entered into an interest rate swap contract on a variable-rate borrowing with a total notional amount of $130,000,000. The interest rate swap contract was designated as hedging instrument in a cash flow hedge with the objective of protecting the overall cash flows from the Bank's interest payments on a $130,000,000 variable-rate borrowing outstanding throughout the 32 quarterly period beginning in September 2007 and ending in March 2017 from the risk of variability of those cash flows. Under the swap, the Bank pays a fixed interest rate of 2.87o/o and receives a variable interest rate equal to 3month LIBOR with 32 settlements, starting on December 31, 2009. No cash flow hedges were discontinued during 2012 or 2011. As of December 31, 2012 and 2011, the notional amount was $81 ,970,445 and $99,868,932 respectively. . The Bank has entered into certain interest rate swap, cap and floor contracts that have not been designated as hedging instruments, but economic hedges on fixed-rate residential loans from customers. The transactions allow the Bank to effectively convert a fixed rate loan to a variable rate and manage its consolidated balance sheets. . The Bank has entered into an interest rate swap contract on a variable-rate borrowing to protect cash flows associated with interest rate changes on such debt. 43 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements The foreign exchange fonruard contracts are negotiated over-the-counter ("OTC"). These contracts are carried out between two counterparties that negotiate specific terms in the agreement, including face amount, exercise price, and maturity date. The Bank's objectives for utilizing these derivative instruments are described below: . ln September 2012, the Bank made a contract for a total notional amount of $25,000,000 with a maturity date in October 2013. This contract has been designated as a hedge instrument of a loan denominated in foreign currency, but recorded in local currency, to minimize the impact of exchange rate variations over the principal. According the maturity date of the loan, the Bank agrees to buy dollars in the future to the counterparty at the agreed exchange rate on the day of the negotiations, in order to acquire the currency required to pay down the principal owed. The notional amounts and estimated fair values of foreign exchange and interest rate derivative contracts outstanding at December 31, 2012 and 2011 are presented in the following table. The fair values of derivative contracts are estimated utilizing internal valuation models with observable market data inputs. 2012 2011 Fair Value Fair Value Notional Amount Freestanding: lnterest rate swaps Foreign exchange forward contracts Cash flow hedges: Foreign exchange fonvard contracts lnterest rate swaps Notional Other Amount Assets Other Liabilities Other Assets 80,000,000 0 1,456,975 80,000,000 0 0 0 80,000,000 1,456.975 8,500.000 88,500,000 0 0 561,451 4.482.651 99.868,932 25,000,000 81.970.445 $ $epzaJ45 6-501-072 0 183368.932 0 0 0 0 0 0 Other Liabilities 2,674,026 17.400 2.691,426 0 5.416,732 8J0B"L1B For cash flow hedges, the effective portion of the gain or loss due to changes in the fair value of the derivative hedging instrument is included in other comprehensive income (loss), while the ineffective portion (indicated by the excess of the cumulative change in the fair value of the derivative over that which is necessary to offset the cumulative change in expected future cash flows on the hedge transaction) is included in other income. For non-hedging derivative instruments, gains and losses due to changes in fair value are included in other income (expense). No ineffectiveness related to interest rate derivatives designated as cash flows hedges was recognized in the consolidated statements of income during the reported years. The accumulated net loss related to effective cash flow hedges included in accumulated other comprehensive income totaled $5.0 million and $5.4 million at December 31, 2012 and2O11, respectively. The Bank does not expect any net after-tax loss related to effective cash flow hedges. This amount represents management's best estimate given current expectations about market interest rates. Because actual market interest rates may differ from management's expectations, there can be no assurance as to the ultimate amount that will be reclassified into earnings during future periods. 44 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Unrealized gains from non-hedging derivatives reported in other income amounted to $1,217,051 and $723,563 for the years ended December 31,2012 and 2011, respectively. lnterest expense related to non-hedging derivatives for the years ended December 31,2012 and 201 1 amount to $1,620,310 and $1 ,926,358 respectively. Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. lnstitutional counterparties must have an investment grade credit rating and be approved by the Bank's Assetiliability Committee. The Bank's credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. There are no credit-risk-related contingent features associated with any of the Bank's derivative contracts. The Bank did not pledge or receive collateral related to derivative contracts at December 31, 2012. (20) Concentration of Credit Risk Concentrations of credit risk arise when changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to the Bank's total credit exposure. Through the operation of subsidiaries companies in Central American countries, the Bank has widened its lending activities, diversifying into other consumer and commercial products. The loan portfolio is well diversified by economic sector and by individual exposures. By country the largest loan exposures are held in Costa Rica, Honduras and El Salvador. (2U Disclosures about Fair Value of Financial lnstruments The Bank established a process to determine fair value. Fair value is based upon quoted market prices, where available. lf listed prices or quotations are not available, fair value is based upon internally-developed models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to yield curves, interest rates, debt prices, foreign exchange rates and credit curves. However, in situations where there is little or no activity in the market for the asset or liability at the measurement date, the fair value measurement reflects the Bank's own judgments about assumptions that market participants would use in setting the price of the asset or liability. The judgments are developed by the Bank based on the best information available in the circumstances, including expected cash flows, discount rates appropriately adjusted for risk and the availability of observable and unobservable inputs. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Bank believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. 45 BAG INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Financial lnstruments Measured at Fair Value Recurring Fair Value Measurements Following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. Secunïles Where quoted prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government and agency bonds, and exchange{raded equities. lf quoted market prices are not available for ihe specific security, then fair values are estimated by using quoted prices of securities with similar characteristics or discounted cash flows (Level 2). ln certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. For instance, in the valuation of certain debt obligations the determination of fair value may require benchmarking to similar instruments or analyzing default and recovery rates. Loans Where pricing information is not available for the specific loan, the valuation is generally based upon using discounted cash flow models with market-based credit spreads of comparable debt instruments. ln addition, general market conditions, including prevailing market spreads for credit and liquidity risk, assumptions about prepayment speeds, default rates and loss severity rates are also considered in the valuation process. The Bank elected to report mortgage loans at fair value and in this way apply the same basis of accounting (measurement at fair value through earnings) as the derivatives economically hedging these loans. lnterest income over these loans is recorded as interest on loans and net gains and losses from changes in fair value are reported as other income in the consolidated statements of income. At December 31, 2011,loans amounting to $498,248, were 90 days or more past due and were not accruing interest. During the years ended December 31, 2012 and 2011, the Bank recognized $1 ,827,487 and $2,372,226, respectively, related to interest income on such loans and $261,530 and $1 ,852,587, respectively, for the net loss resulting from changes in their fair value. Gains and losses were primarily attributable to changes in interest rates. Derivatives The majority of derivatives entered into by the Bank are executed over the counter and so are valued using internal valuation techniques as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying. The key inputs to the models depend upon the type of derivative and the nature of the underlying instrument and include period to maturity and market-based parameters such as interest rate yield curves, the spot price of the underlying, volatility, the credit quality of the counterparty and correlation. Fudher, many of the models do not contain a high level of subjectivity as the methodologies used in the models do not require significant judgment, and inputs to the model are readily observable from actively quoted markets, as is the case for "plain vanilla" interest rate swaps. Such instruments are generally classified within Level 2 of the valuation hierarchy. 46 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Assets and liabilities measured at fair value on a recurring basis, including financial instruments for which the Bank has elected the fair value option, are summarized below: Quoted prices in At December 31, 2012 active Significant Significant markets for observable unobservabl e inputs identical assets inputs (') (Level (Level 1) (Level 2) 3) Net balance Assets Trading securities Government bonds Corporate bonds 0 0 0 Securities available for sale: Government bonds: United States of America 219,710 Loans: Mortgage Mortgage Total loans - 2,500.924 33,547,903 228,810 165,737,241 32,384,148 4,145.934 0 0 198,121,389 641,831 713.O29.343 25,296,453 25,296,453 205.1 1 3,895 9,1 507.273.617 0 0 0 0 0 0 2o5fi3-895 540ß21-529 non - performing $ 0 31,046,979 0 641,831 641,831 0 Total assets 00 0 470.734,435 470,743,535 Mutual funds Total securities available for sale 0 39,156,944 39,376,654 Other government Corporate debentures 31,046,979 2.500.924 33,547,903 510,533,210 510,762,020 4.145,934 0 0 25.296,453 25,296.453 25 38Æ4 7_7J*87L699 Liabilities: Derivates: lnterest rate swaps Foreign exchange forward contracts Total liabilities $ _j (') 0 0 (5,93e,626) (561 ,451) __(6.50r-07ð 0 o (5,939,626) (561,451) ___________0 _Jsþ01.o7f) For the year ended December 31 , 2012 the Bank transferred assets around of $320.7 millions from Level 1 to Level 2, primarily related to other government bonds due to decrease in market activity for these secur¡ties. 47 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements Quoted prices in active Significant Significant marketsfor observable unobservable At identical assets inputs (Level 1) (Level 2) December3l.2011 Assets Trading securities Government bonds $ 31.794,408 Securities available for sale: Government bonds: United States of America Other government 3,219,927 199,096.239 202,316,166 Corporate debentures Mutual funds Total securities available for sale Loans: Mortgage Mortgage - $ 0 198,556,274 198,556,274 206.507.272 0 0 0 0 0 0 50çst51_0 Net balance 31.997,445 203.037 264,878,488 2,805,448 470,000,102 non - performing Total loans Total assets inputs (Level 3) 0 .315,062 1 ,315,062 1 ,315,062 272,829,486 2,805.448 677.822.436 29,332,264 498.248 29,830,512 29,332,264 498.248 29.830,512 7,950,998 206,71_0-309 3,219,927 398,967,575 402,187,502 0 0 1 37JA5Ã74 739S50.393 Liabilities: Derivates: Interest rate swaps Foreign exchange forward contracts o 0 ---*---O Total liabilities (8,090,758) (8,0e0,758) 0 (17.4OO) (7,400) o @) -=ßJ0B;r53) --------0 The accounting policies of the Bank include the recognition of transfers between fair value hierarchy levels on the date of the event or change in the circumstances that caused the transfer. The table below includes a roll forward of the balance sheet amounts for the years ended December 31, 2012 and 2011 (including changes in fair value), for financial instruments classified by the Bank within Level 3 of the valuation hierarchy. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable parameters to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources); accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology. 48 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements At December lnvestments available for sale Other Government 31,2012 Fair value as of January 1,2012 Total realized/unrealized gains and losses lncluded in earnings lncluded in other comprehensive income Settlements Originations Maturities Other - exchange rate differential Fair value as of December 31,2012 Total unrealized gains and losses included in earnings $ Mortgage non Bonds Mortgage performing Total 1,315,062 29,332,264 498,248 0 (160,854) 0 0 (512,377) 0 s Loans 641.831 __a (261,530) o o 0 (3,774,281) (498,248) 000 0 0 000 (4,272,529) 25.296.453 ?5ß38Æ4 lncluded in earnings lncluded in other comprehensive income Settlements Originations Maturities Other - exchange rate differential Fair value as of December 31 ,2011 Total unrealized gains and losses included in earnings (261,530) (160,854) (512,377) J20_1S30) Loans Mortgage non Government Bonds Mortgage performing 2011 Fairvalue as ofJanuary 1,2011 Total realized/unrealized gains and losses ____o __j __1201,530) lnvestments available for sale Other At December 31, 31,145,574 $ 11,492,508 35,087,193 377,786 Total 46,957,487 0 (1,846,995) (5,592) (1,852,587) 58,985 0 0 58,985 0 (3,907,934) (153,784) (4,061,718) 279,838 279,838 0 0 o 0 (10,171,418) (10,171,418) (65.013) o o 165,013) s 1 315 062 29.332.264 498.248 31.145.574 _=o Í*erc.995) _J5É92) :ß*q52.égz) Non-Recurring Fair Value Measurement The Bank has non-financial assets measured at fair value. Certain non-financial assets are not measured at fair value on a recurring basis but are subject to fair value adjustments only in certain circumstances. These assets include assets held for sale (upon initial recognition or subsequent impairment), certain loans that are written down to the fair value of the underlying collateral when deemed impaired, and intangible assets and other non-financial long-lived assets when determined to be impaired. 49 BAC INTERNATIONAL BANK, INC, AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements The following table presents fair value measurements of assets that are measured at fair value on a non-recurring basis and the gain (loss) on the fair value of those assets at December 31, 2012 and2011, which are recognized at fair value on a non-recurring basis, for which the fair value has been included in the consolidated statements of income, as follows: Significant unobservable inputs (Level 3l 2012 Loans Foreclosed assets 2011 Losses 2012 20'11 ,467 17,336,059 1,124,239 7 ,793,024 3.024,740 15p39JZr 1ßJ1_3-545 1J39*4-18 19ß1t_J64 15,617 321.857 837,486 4,615,179 Fair Value of Financial lnstruments, Additional Disclosures The fair values of such instruments have been derived, in part, by management's assumptions, the estimated amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimated fair values. Accordingly, the net realizable values could be materially different from the estimates presented below. ln addition, the estimates are only indicative of the value of individual financial instruments and should not be considered an indication of the fair value of the Bank. The provisions of FASB ASC 825 do not require the disclosure of the fair value of lease financing arrangements and nonfinancial instruments. The following disclosures represent financial instruments in which the ending balance at December 31,2012 and 2011 is not carried at fair value in its entirety on the Bank's consolidated balance sheets. The following is a description of the methods and assumptions used to estimate fair value of the most significant financial instruments held by the Bank: (a) Financial lnstruments with Carrying Value Approximating Fair Value: lncluding cash and cash equivalents, interest-bearing deposits, customers' liability under acceptances outstanding and acceptances outstanding, are valued at their carrying amounts reported in the consolidated balance sheets, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments. 50 BAC INTERNAT¡ONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements (b) Loans'. The majority of the Bank's loans are not carried at fair value on a recurring basis nor are they actively traded. Fair values were estimated for certain groups of similar loans based upon type of loan and maturity. The fair value of these loans was determined by discounting estimated cash flows using interest rates approximating the market participants' current origination rates for similar loans and adjusted to reflect the inherent credit risk; this fair value does not represent a current indicator of an exit price. Fair values for consumer installment loans (including automobile and consumer real estate loans), for which market rates for comparable loans are readily available, are based upon discounted cash flows adjusted for prepayments. The discount rate used for consumer installment loans are based on the current market rates adjusted for credit, and other risks that are applicable to a particular asset class. Fair value for credit card receivables is based upon discounted expected cash flows. The discount rates used for credit card receivables incorporate only the effects of interest rate changes, because the expected cash flows already reflect an adjustment for credit risk. For loans with doubt as to collectability, expected cash flows are discounted using an appropriate rate considering the time of collection and the premium for the uncertainty of the flows. The value of collateral is also considered. Loan prepayments are used to adjust future cash flows based on historical patterns. The assumptions used are expected to approximate those that market participants would use in valuing loans. (c) Deposit liabilities: With no defined maturity such as demand deposits, NOWmoney market accounts, and savings accounts have a fair value equivalent to the amount payable on demand at the reporting date, i.e., their carrying amounts. Fair values for time deposits are estimated using a discounted cash flow calculation that applies current interest rates to a schedule of aggregated expected maturities. The assumptions used in the discounted cash flow analysis are expected to approximate those that market participants would use in valuing such deposits. (d) Securifles sold under agreemenfs fo repurchase: No quoted prices exist for such instruments and so fair value is determined using a discounted cash-flow technique, Cash flows are estimated based on the terms of the contract, taking into account any embedded derivative or other features. Expected cash flows are discounted using market rates appropriate to the maturity of the instrument as well as the nature and amount of collateral taken or received. (e) (f) Borrowings: The fair value is estimated based on current market interest rates for debt with similar maturities and is adjusted for the Bank's credit quality and collateral. Other borrowed funds: The fair value is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Bank for debt with similar terms, adjusted for credit quality. 51 BAC ¡NTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Gonsolidated Financial Statements The following table presents the valuation techniques and significant unobservable inputs used in Level 3 fair value measurements as of December 31, 2012 and 2011: 2012 Valuation techniques and inputs for level 3 Fair Value Meâsurements Fair Value as of December. 641,831 Other government bonds Loans measured on a basis recurring Loans measured on recurr¡ng basis 2012 25,296,453 a non 15,617,467 technique Valuation Discounted cash value Discount rate according recommendat¡on included into "Norma de Riesgo de Liquidez de la Com¡sión Nacional de Bancos y Seguros Honduras" flow Prepayment collateral 2. Estimated year term 1. 321,857 1oo/o - 20o 5% - 15% (1O%) Marketacceptancerate sale for costs Acceptance ßle: o% -ToVo (42.7%) Term: 1 - 4 years (2.25 years) Cost of sale: O.2Vo - 22.2% (2.4o/o) Real estate: from 0 to 29 months, 20% from 30 to 47 months, 30%-80% after 47 months, 1 00% Personal properties: From 0 to 5 months, 20% From 6 to 11 months, 40% From 1 2 to 23 months, 60% After 23 months. 100% Aging range lnternal model Ranqe (weiqhted averaqeì rate 3. Sale and legal Foreclosed assets lnput flow Discounted cash (collateral avallable) Present value of market Unobservable 2011 Valuation techniques and inputs for level 3 Fair Value Measurements Fa¡r Value as of December. Other government bonds Loans measured on a basis recufr¡ng Loans measured on recurr¡ng basis a non 2011 1,315,062 Valuat¡on technique Discounted cash flow 29,830,512 D¡scounted cash flow (collateral 17,336,059 Present value of market available) value collaleral Unobservable assets 837,486 Specialist criteria 52 Ranqe {weiohted averaqe} Discount rate according recommendation included ¡nto the "Norma de Rlesgo de Liquidez de la Comisión Nacional de Bancos y Seguros Honduras" Prepayment rate 1. Market acceptance sale râte for costs rate assessment sale 1. Market acceptance 2. Term 3, Cost of 10% - 20% 5% - 15o/" (10%, 2. Estimated year lerm 3. Sale and legal Foreclosed lnput Acceptance rale: oyo -7OVo (42.7%) Term: 1 - 4 years (2.25 years) Cost of sale: o.2% - 22.2% (2.4%) Acceptance: 60% for personal properties - 80% for real estate Term: every two years Cost of sale: 3% - 5o/" (4.0%) BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements lnformation about the fair value of on-balance sheet financial instruments at December 31, 2012and 2011 is presented below: 2011 2012 Carrying Amount FinancialAssets Cash and cash equivalents I nterest-bearin g deposits Loans, excluding financial leases Customers' liability under acceptances $ Deposits Securities sold under agreements to repurchase Borrowings Other borrowed funds Acceptances outstanding 2,303,712,800 2,303,712,800 24,228,937 24,228,937 6,820,075,302 6,827,092,708 outstanding Financial Liabilities 6,185,229 $ 42,727,615 1 42,727,615 1,498,915,502 1,506,723,234 188,593,766 6,185,229 6,185,229 ,994,101 ,81 Estimated Fair Value 1 1 ,994,101 ,81 1 18,929,599 18,929,599 5,7 47,950,520 5,746,563,798 8,915,766 6,185,229 7,269,840,368 7 ,280,941,724 187,759,372 Carrying Amount Estimated Fair Value 8,915,766 6,271,788,442 6,277,386,576 52,350,793 1,272,043,146 173,863,047 8,915,766 52,350,793 1,274,521,156 176,362,809 8,915,766 (22) Administration of Trust Gontracts and Asset Management As of December 31,2012 and 2011, several of the Bank's subsidiaries administer and are custodian of assets which amounted to approximately $1,159,518,167 and $1 ,362,067,334, respectively. (23) Related Party Transactions The Bank in the normal course of business enters into transactions with related parties, including principal officers and directors. The following table sets forth balances and transactions with related parties as of December 31,2012 and 2011 and for the years then ended: 2012 Assets: Loans receivable Accrued interest and other receivables Liabilities: Demand deposits Time deposits Accrued interest and other liabilities lnterest and other operating income lnterest and other operating expenses 53 2011 $ 29,266,633 24,090,291 94,196 5.245.861 $ 29360.8æ æ.ß6ln $ 17,387,088 24,668,823 s s s 14,536,346 9,031.410 40.954.844 14,412,551 11.857,084 50.938.458 3.326.036 1.165.068 2.700.335 2.293.799 BAC INTERNATIONAL BANK, INC. AND SUBSIDIARIES (Panama, Republic of Panama) Notes to Consolidated Financial Statements l24l Litigation , To the best knowledge of Bank's management, there is currently no litigation or assessment that may result in a material adverse effect on its business, its consolidated financial position or consolidated results of operations. (25) Regulatory Matters Banking operations of the Bank are subject to various regulatory requirements administered by governmental agencies in the countries they operate or are licensed. Failure to meet these regulatory requirements can initiate certain mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken, could have a material effect on the Bank's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets and certain off balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about their components, risk weightings and other factors. Quantitative measures established by regulation to help ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total and Tier I Capital (as defined in the regulations) to risk-weighted assets (as defined). Management believes that, as of December 31,2012 and 2011, the Bank meets all capital-adequacy requirements to which it is subject. The Bank's capital ratios are presented in the following table: Bank's Ratio 2012 Total Capital to risk weighted assets Tier 1 Capital to risk weighted assets 2011 Minimum Capital Adequacv Required 2012 2011 12.84o/o 13.15% 8o/o Bo/o 13 87% 14.14% 4o/o 4o/o (26) Subsequent Events The Bank has evaluated subsequent events from the consolidated balance sheet date through February 27,2013, the date at which the consolidated financial statements were available to be issued, and determined there are no other items to disclose. 54