TUNISIE LEASING GROUP CONSOLIDATED FINANCIAL STATEMENTS Based on International Financial Reporting Standards (IFRS) December 31st, 2015 GROUPE TUNISIE LEASING SUMMARY GENERAL INFORMATION ........................................................................................................................................4 ..................................................................................................................................................................................5 CONSOLIDATED INCOME STATEMENT ............................................................................................................7 FOR THE YEAR ENDED 31 DECEMBER 2015 ...................................................................................................7 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME....................................................................8 FOR THE YEAR ENDED 31 DECEMBER 2015 ...................................................................................................8 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..............................................................................9 AS OF DECEMBER 31ST, 2015..............................................................................................................................9 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31ST, 2015 ........................................................................................................................................................................ 10 CONSOLIDATED STATEMENT OF CASH FLOWS .......................................................................................... 12 FOR THE YEAR ENDED DECEMBER 31ST, 2015............................................................................................. 12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .........................................................................13 NOTE 1. 1.1. 1.2. 1.3. NOTE 2. PRESENTATION OF TUNISIE LEASING GROUP ............................................................................13 STRUCTURE OF THE GROUP COMPANIES .................................................................................................................. 13 CHANGE OF THE SCOPE OF CONSOLIDATION .............................................................................................................. 14 TABLE OF EQUITY PARTICIPATIONS AND SCOPE OF CONSOLIDATION ................................................................................. 15 ACCOUNTING POLICIES .....................................................................................................................19 2.1. BASIS OF PREPARATION ....................................................................................................................................... 19 2.2. THE GROUP ACCOUNTING POLICIES ........................................................................................................................ 19 2.2.1 Accounting policies ................................................................................................................................ 19 2.2.2 Consolidation Accounting Policies .......................................................................................................... 28 2.3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES ............................................................................................. 30 NOTE 3. 3.1 3.2 NOTE 4. 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 NOTE 5. OPERATING SEGMENTS ....................................................................................................................31 BUSINESS SEGMENTS .......................................................................................................................................... 31 GEOGRAPHIC SEGMENTS ...................................................................................................................................... 33 NOTES TO THE CONSOLIDATED INCOME STATEMENT..............................................................35 INTEREST AND SIMILAR INCOME ..................................................................................................................... 35 INTEREST AND SIMILAR EXPENSES ................................................................................................................ 35 INCOME OF LONG TERM LEASE ...................................................................................................................... 36 COUNTERPART RISK ..................................................................................................................................... 36 OTHER RISKS ................................................................................................................................................ 36 OTHER OPERATING INCOME .......................................................................................................................... 37 PERSONNEL EXPENSES ................................................................................................................................. 37 DEPRECIATION OF PROPERTY AND EQUIPMENT ............................................................................................. 37 INCOME TAX EXPENSE ................................................................................................................................... 37 NOTES TO THE CONSOLIDATED BALANCE SHEET ..................................................................... 38 5.1 CASH AND DUE FROM BANKS ......................................................................................................................... 38 5.2 FINANCIAL INVESTMENTS – AVAILABLE-FOR-SALE.......................................................................................... 38 5.3.1 Finance Lease..................................................................................................................................... 39 5.3.2 Factoring advances and loans ........................................................................................................... 41 5.3.3 Loans and advances analysis by business segment ....................................................................... 42 5.3.3 Loans and advances analysis by business segment (Continued) ................................................... 43 5.4 OTHER LOANS AND RECEIVABLES .................................................................................................................. 43 IFRS Consolidated Financial Statements as of December 31st, 2015 2 GROUPE TUNISIE LEASING 5.5 FINANCIAL INVESTMENTS - HELD-TO-MATURITY ............................................................................................. 43 5.5 FINANCIAL INVESTMENTS - HELD-TO-MATURITY (CONTINUED)............................................................................ 44 5.6 INVESTMENT IN ASSOCIATES (CONTINUED) ........................................................................................................ 45 5.7 FAIR VALUE HIERARCHY ................................................................................................................................ 45 5.8 CURRENT TAX ASSETS/LIABILITIES ................................................................................................................ 45 5.9 OTHER ASSETS ............................................................................................................................................. 46 5.10 PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS ..................................................................................... 46 5.11 DEFERRED TAX ASSETS/LIABILITIES ........................................................................................................... 47 5.12 FINANCIAL LIABILITIES ............................................................................................................................... 48 5.12.1 Due to banks ....................................................................................................................................... 48 5.12.3 Due to customers ................................................................................................................................ 55 5.13 OTHER LIABILITIES ..................................................................................................................................... 55 5.14 PROVISIONS .............................................................................................................................................. 55 5.15 EQUITY ..................................................................................................................................................... 56 5.16 EARNINGS PER SHARE ............................................................................................................................... 57 5.17 NON CONTROLLING INTERESTS ................................................................................................................. 57 NOTE 6. 6.1 6.2 6.3 6.4 6.5 CREDIT RISK MANAGEMENT ............................................................................................................58 CREDIT RISK ................................................................................................................................................. 58 LIQUIDITY AND FINANCIAL RISKS .................................................................................................................... 60 CURRENCY RISK ........................................................................................................................................... 62 INTEREST RATE RISK ..................................................................................................................................... 63 OPERATIONAL RISK ...................................................................................................................................... 63 NOTE 7. COMMITMENT AND CONTINGENCIES .............................................................................................63 NOTE 8. RELATED PARTIES DISCLOSURES..................................................................................................64 8.1 Relationship between Tunisie Leasing’s consolidated companies ..................................................... 64 8.2 Relationship with the key-leaders .......................................................................................................... 67 8.2.1 Remuneration Policy and benefits attribution to the key leaders .................................................... 67 8.2.2 Amount of remuneration and benefits assigned to the key leaders ................................................ 67 NOTE 9. EVENTS AFTER THE BALANCE SHEET DATE ...............................................................................68 ANNEXE 1: CONTRIBUTION TO CONSOLIDATED INCOME STATEMENT ....................................................69 ANNEXE 2 : CONTRIBUTION TO CONSOLIDATED FINANCIAL POSITION...................................................70 IFRS Consolidated Financial Statements as of December 31st, 2015 3 TUNISIE LEASING GROUP GENERAL INFORMATION Board of Directors Administrator Ahmed ABDELKEFI Fethi MESTIRI AMEN BANK COMAR STUSID PARENIN PGI Abdelaziz RASSAA Rached HORCHANI Jalel EL HENCHIRI Mehdi TAMARZISTE Kamel LOUHAICHI Represented by Number of seats in Board of Directors Himself Himself Mehrez RIAHI Lotfi BEN HAJ KACEM Khaled TAKTAK Fadhel KHELIL Karim BEN YEDDER Himself Himself Himself Himself Himself 1 1 1 1 1 1 1 1 1 1 1 1 Leaders President of the Board of Directors : Ahmed ABDELKEFI Executive Director : Fethi MESTIRI Deputy Managing Director : Hichem ZGHAL Audit Committee Risk Committee Kamel LOUHAICHI Abelaziz RASSAA AMEN BANK represented by : Mehrez RIAHI COMAR Mehdi TAMARZISTE Jalel EL HENCHIRI Head Office Centre Urbain Nord, Avenue Hédi Karray 1082 Mahrajène - Tunis, Tunisia. Main Banks Arab Banking Corporation Amen Bank Citibank Banque Internationale Arabe de Tunisie Auditor of the consolidated financial statements based on IFRS AMC Ernst & Young Boulevard de la terre – Centre Urbain Nord 1003 Tunis - Tunisia IFRS Consolidated Financial Statements as of December 31st, 2015 4 TUNISIE LEASING GROUP CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2015 (KTND) Interest and similar income Notes 2015 2014 175 895 99 860 162 538 87 428 13 358 12 432 (79 250) (40 576) 96 645 59 284 16 410 10 247 (6 349) (5 855) 18 24 Net gain on available-for- sale assets 340 262 Net gain on held to maturity assets 196 358 (12 601) (3 483) 4.1 Finance Lease Factoring Interest and similar expenses 4.2 Interest Margin Income of long term lease 4.3 Expenses of long term lease Net gain on financial assets designated at fair value through profit or loss Cost of risk Counterpart risk 4.4 (9 022) (3 280) Other risks 4.5 (3 578) (202) 4.6 7 081 839 111 741 61 676 Other operating income Net Profit Personnel expenses 4.7 (32 749) (14 076) Depreciation of property and equipment 4.8 (6 834) (3 175) (27 052) (10 707) Other operating expenses Net Operating Profit 35 107 33 717 Other ordinary income 791 434 Other ordinary losses (14) (489) 1 384 1 240 37 267 34 902 (10 906) (9 335) 26 361 25 568 15 764 13 929 10 598 11 638 Share of associates’ profits 5.6 Profit before tax Income tax expense 4.9 NET PROFIT FOR THE YEAR Attribuable to : Equity holders of the parent Non controlling interest Earnings per share attribuable to equity shareholders of the parent for the year Basic earnings per share in TND 5.16 1,75 1,62 Diluted earnings per share in TND 5.16 1,75 1,62 IFRS Consolidated Financial Statements as of December 31st, 2015 7 TUNISIE LEASING GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015 (KTND) NET PROFIT FOR THE YEAR 2015 2014 26 631 25 567 - 446 Total 26 631 26 013 - Attributable to equity holders of the parent 15 763 14 063 - Attributable to non controlling interests 10 598 11 950 Other comprehensive income: - Exchange differences on translating foreign operations IFRS Consolidated Financial Statements as of December 31st, 2015 8 TUNISIE LEASING GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31ST, 2015 (KTND) Notes 2015 2014 ASSETS Cash and due from banks 5.1 Financial assets designated at fair value through profit or loss 94 886 15 875 144 463 Financial investments – available-for-sale 5.2 18 384 16 849 Loans and advances to customers 5.3 1 391 183 866 164 Finance leases 5.3.1 1 301 743 776 042 Factoring advances and loans 5.3.2 89 440 90 122 Other loans and receivables 5.4 2 361 2 287 Financial investments held-to-maturity 5.5 12 592 14 243 Investment in associates 5.6 11 005 10 779 Current tax assets 5.8 9 128 6 058 Other assets 5.11 6 042 7 184 Property and equipment 5.9 100 170 31 870 Intangible assets 5.10 41 562 4 507 Deferred tax assets 5.10 9 070 1 041 1 696 525 977 320 1 228 301 664 291 TOTAL ASSETS LIABILITIES AND EQUITY Financial liabilities 5.12 Due to banks 5.12.1 787 018 341 798 Debts represented by securities 5.12.2 379 254 292 153 Due to customers 5.12.3 62 029 30 340 Current tax liabilities 5.8 12 684 10 895 Deferred tax liabilities 5.11 8 294 4 309 Other liabilities 5.13 114 733 34 377 Provisions 5.14 10 915 5 014 1 374 926 718 886 175 795 171 025 TOTAL LIABILITIES EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF PARENT Issued capital 5.15 45 000 43 000 Retained earnings 5.15 115 032 114 096 Net profit of the year 5.15 15 763 13 929 Non controlling interest 5.17 145 804 87 409 321 599 258 434 1 696 525 977 320 TOTAL EQUITY TOTAL LIABILITIES AND EQUITY IFRS Consolidated Financial Statements as of December 31st, 2015 9 TUNISIE LEASING GROUP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31ST, 2015 (KTND) As Of December 31st, 2013 Issued Legal Capital Reserves 41 500 4 150 Special reinvestment reserve 9 492 Reserves assigned to capital increase 3 500 Share premium 39 500 Foreign Other currency réserves translation reserve 4 889 3 526 Consolidated profit for the year 2014 446 Consolidated profit 446 Capital increase through incorporation of reserves,approved by the E.G.M as of October 4th , 2012 1 500 Approved allocation of the parent Share of reserves of associates 5 517 Dividends Consolidated Non received Retained profit for the controlling from earnings year interests subsidiaries 3 038 33 233 15 380 84 341 248 066 13 929 - 13 929 14 375 (1 500) 150 - 2 203 Approved allocation of subsidiaries (18) Release of the special reinvestemnt reserve approved by the E.G.M as of June 5 th 2014 Total equity (3 037) 8 292 (7 609) - 2 700 5 256 (7 772) 166 (534) 534 Impact of IFRS adoption - 231 Dividends received from subsidiaries 231 3 304 (3 304) - 451 369 Dividends paid on the results of 2013 (8 300) (8 300) Effects of the variation of the deferred tax rate 459 Effects of changes in the area of consolidation (82) 459 Non controlling interest As of december 31st, 2014 3 067 43 000 4 300 Net income and expense for the year recognised directly in equity 11 162 2 000 39 500 4 889 3 970 5 649 6 004 36 620 13 929 87 409 258 434 3 970 5 649 6 004 36 622 13 929 87 409 258 434 Consolidated profit for the year 2015 (2 968) 15 763 Consolidated profit (2 968) 15 763 IFRS Consolidated Financial Statements as of December 31st, 2015 3 067 12 795 10 TUNISIE LEASING GROUP (KTND) Capital increase through incorporation of reserves,approved by the E.G.M as of October 4th , 2012 Issued Legal Capital Reserves Special reinvestment reserve 2 000 Approved allocation of the parent Reserves assigned to capital increase Share premium Foreign Other currency réserves translation reserve Share of reserves of associates Dividends Consolidated Non received Retained profit for the controlling from earnings year interests subsidiaries (2 000) 200 - 2 000 Approved allocation of subsidiaries 840 485 (6 004) 9 133 (5 330) - 1 188 6 415 (8 599) 328 Impact of the variation of the exchange rate (45) Impact of IFRS adoption (45) (190) Dividends received from subsidiaries (190) 4 232 Effects of changes in the area of consolidation (141) (4 232) - 624 Dividends paid on the results of 2014 (239) (8 600) 58 634 45 000 4 500 IFRS Consolidated Financial Statements as of December 31st, 2015 13 162 - 39 500 5 729 1 002 5 802 5 420 39 917 244 (8 600) Non controlling interest As of december 31st, 2015 Total equity 15 763 58 634 145 803 321 599 11 TUNISIE LEASING GROUP CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31ST, 2015 ( KTND) 2015 2014 OPERATING ACTIVITIES 593 444 (492 424) 350 452 (341 595) (17 950) (40 944) (44 991) 3 958 598 941 (497 404) 321 544 (312 300) (17 652) (34 995) (44 214) (6 252) 9 950 7 668 Purchase of property, equipment and intangible asset Proceeds from sale of property, equipment and intangible asset Purchase of financial investments Proceeds from sale of financial investments (10 975) 5 067 (66 743) 1 938 (13 050) 3 062 (4 223) 1 521 Net cash flow used in investing activities (70 712) (12 690) 41 114 (15 676) 375 664 (318 298) 3 738 (14 551) 428 646 (378 218) (26 423) 86 542 9 455 (471) 56 84 Net increase /(decrease) in cash and cash equivalents 25 309 4 460 Cash and cash equivalents as of January 1st Cash and cash equivalents as of Decembre 31st (1 990) 23 319 (6 450) (1 990) Cash received from customers Financing of clients on leasing Cash received from factored purchasers Financing of clients on factoring Suppliers and personnel expenses paid Interest paid Taxe paid Other operating cash flows Net cash flows used in operating activities INVESTING ACTIVITIES FINANCING ACTIVITIES Proceeds from issuance of shares Dividends paid to equity holders of the parent and other allocation Proceeds from debt issued and other borrowed funds Repayment of debt issued Cash flows related to the short-term financing Net cash flows from financing activities Effect of changes of ownership interest Net foreign exchange difference IFRS Consolidated Financial Statements as of December 31st, 2015 12 TUNISIE LEASING GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. Presentation of Tunisie Leasing Group On April 26th, 2016, the Board of Directors of “Tunisie Leasing Group” approved the consolidated financial statements for the year ended December 31st, 2015 in accordance with the international financial reporting standards (IFRS). 1.1. Structure of the Group companies “Tunisie Leasing Group” (TLG) covers ten companies specialized in activities of the financial sector which are leasing, factoring, market intermediation and capital investment. § "Tunisie Leasing" (TL) was created in October 1984. Its purpose was to offer finance lease of equipment for industrials or professionals. That activity has been extended in 1994, to cover properties finance lease for professionals as well as factoring transactions. From July 1st, 1999, the "factoring" activity has been transferred to a new subsidiary denominated "Tunisie Factoring". The capital stock of “Tunisie Leasing” as of December 31 st, 2015 amounts to TND 45 000 000 divided into 9 000 000 shares of TND 5 each. Tunisie Leasing shares are listed in the Tunisian Stock Market since 1992. § "Maghreb Leasing Algerie" (MLA) was created in January 2006 to develop finance lease business in Algeria. The capital stock of “Maghreb leasing Algérie” as of December 31st, 2015 amounts to 3 500 000 000 divided into 3 500 000 shares of DZD 1 000 each. § DZD "Tunisie Valeurs" is a limited company created in May 1991 which is acting as a financial advisor providing savings instruments to its individual clients and investment and financing opportunities to its corporate clients. The capital stock of “Tunisie Valeurs” as of December 31st, 2015 amounts to TND 10 000 000, divided into 100 000 shares of TND 100 each. § "TLG Finance" was created in October 1st, 2014. Its purpose is the acquisition, holding, transfer and management of shareholdings in other specialized financing or operational leasing companies. The initial capital stock of “TLG Finance” amounts to EUR 30 000. The Combined General Meeting of September 10th, 2015 decided to increase the capital stock to EUR 18 560 000 by issuing 1 853 000 new shares of Euro 10 each fully subscribed and paid in cash . § "Alios Finance SA" is a holding created in 1998. Its purpose is to take participations in companies that develop financing transactions including leasing. The capital stock of “Alios Finance SA” as of December 31st, 2015 amounts to EUR 10 699 282 divided to 972 662 shares of Euro 11 each. Alios is currently present in nine countries in Sub-Saharian Africa (Ivory Coast, Senegal, Burkina Faso, Mali, Cameroon, Gabon, Zambia, Tanzania and Kenya) via subsidiaries or branches. IFRS Consolidated Financial Statements as of December 31st, 2015 13 TUNISIE LEASING GROUP § "Tunisie Factoring" was created in June 1999. Its purpose is financing, guarantee, collection and book keeping of its customers and correspondents debt represented by invoices. The capital stock of “Tunisie Factoring” as of December 31st, 2015 amounts to TND 10 000 000, divided into 1 000 000 shares of TND 10 each, subscribed into cash shares and completely paid-up at the subscription. 1.1 Structure of the Group companies (Continued) § The investment funds “Tunisie Leasing” has initiated the creation of four venture capital investment funds, having for purpose the participation on the capital share of companies. These funds are: § - ”Tuninvest-Sicar”: established in 1994 as an investment fund with fixed capital, then transformed in 1998 to a Venture Capital one. Its issued capital as of December 31st, 2015 amounts to TND 966 000, divided into 966 000 shares of TND 1 each, completely paid-up. The shares of “Tuninvest Sicar” are listed in the Tunisian Stock Market. - “Tunisie–Sicar”: established in 1997. Its capital stock as of December 31 st, 2015 amounts to 500 000, divided into 50 000 shares of TND 10 each, fully paid-up. - “Tuninvest International Sicar”: established in 1998. Its capital stock as of December 31st, 2015 amounts to TND 500 000, divided into 50 000 shares of TND 10 each, fully paid-up. - “Tuninvest Innovations-Sicar”: established in 2002. Its capital stock as of December 31 st, 2015 amounts to TND 500 000, divided into 50 000 shares of TND 10 each. TND Other companies of the Group - “Tunisie Location Longue Durée” (Tunisie LLD) is a limited liability company established in 1999. Its purpose is car lease for mid and long-term period. Its capital stock as of December 31st, 2015 amounts to TND 3 000 000, divided into 30 000 shares of TND 100 each. 1.2. Change of the scope of consolidation The change of the consolidation scope as of December 31st, 2015 is due to: - The sale by "Tunisie Leasing” of 1 432 shares on the capital of “Tunisie Valeurs”, which has decrease the rate of ownership on this capital from 28,77% to 27,34%. - The new entry of the company “TLG Finance”. - The new entry of the company “Alios Finance SA” through the acquisition of 59,34% of its capital shares by “TLG Finance”. IFRS Consolidated Financial Statements as of December 31st, 2015 14 TUNISIE LEASING GROUP - The acquisition by “Tunisie Leasing” of 363 634 of “Tunisie Factoring” capital shares, which has increased the rate of ownership on this capital from 56,98% to 93,34%. 1.3. Table of equity participations and scope of consolidation The Group’s flow chart is presented hereafter. 1.3.1. Scope of consolidation as of December 31st, 2015 IFRS Consolidated Financial Statements as of December 31st, 2015 15 TUNISIE LEASING GROUP Direct Participations (*) Under portage contracts IFRS Consolidated Financial Statements as of December 31st, 2015 16 TUNISIE LEASING GROUP 1.3.2. Synthesis of the participations and consolidation’s adopted methods as of December 31st, 2015 Companies Tunisie Sicar Tuninvest Sicar Tunisie Valeurs Tuninvest Innovations Sicar Tuninvest International Sicar Société Tunisie Location Longue Durée Tunisie Factoring Maghreb Leasing Algérie Alios Finance SA TLG Finance % of control Control Degree Consolidation method 44,00% 36,51% 27,34% 27,27% 25,00% 99,44% 93,34% 30,00% 63,94% 31,65% Significant influence (1) Significant influence Significant influence Significant influence Significant influence Exclusive control Exclusive control Exclusive control (2) Exclusive control (3) Exclusive control Equity method Equity method Equity method Equity method Equity method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation 1.3.3. Analysis of the percentages of direct and indirect interests % of direct interests % of indirect interests (Portage contracts included) % of interests Société Tunisie Location Longue Durée 99,44% - 99,44% Tunisie Factoring 93,34% - 93,34% Maghreb Leasing Algérie 18,72% 11,28% 30,00% Alios 4,60% 18,78% 23,38% TLG Finance 31,65% - 31,65% Tunisie Sicar 44,00% - 44,00% Tuninvest Sicar 36,51% - 36,51% Tunisie Valeurs 27,34% - 27,34% Tuninvest Innovations Sicar Tuninvest International Sicar 27,27% - 27,27% 25,00% - 25,00% Companies Subsidiaries Associates IFRS Consolidated Financial Statements as of December 31st, 2015 17 TUNISIE LEASING GROUP 1.3.3 Synthesis of the participations and consolidation’s adopted methods as of December 31 st, 2015 (continued) (1) Although “Tunisie Leasing” holds 44% of the capital stock of “Tunisie SICAR” and no other shareholder is having a greater fraction, it has been consolidated according to the equity method because on the one hand, “Tunisie Leasing” cannot govern the financial and operational policies of this company and on the other hand, “Tunisie Leasing” is represented by only one member on the Board of Directors. (2) Although “Tunisie Leasing” holds only 30% of the capital stock of “Maghreb Leasing Algérie (MLA)” and Amen Bank holds 42,61%, this participation was fully consolidated as two members of the Credit Committee Board are from Tunisie Leasing. This status allows TL to govern the financial and the operational policies of the company. (3) “Tunisie Leasing” controls “Alios Finance SA” and its subsadiries through “TLG Finance”. In fact, “Tunisie Leasing” has more than 50% of the capital share : “Tunisie Leasing” hold 4,602% and 59,34% through “TLG Finance” of “Alios Finance SA” Capital Shares. IFRS Consolidated Financial Statements as of December 31st, 2015 18 TUNISIE LEASING GROUP Note 2. Accounting policies 2.1. Basis of preparation The financial statements comprise the financial statements of “Tunisie Leasing” and those of the subsidiaries as at and for the year ended December 31 each year. The consolidated financial statements have been prepared on an historical cost basis, except for available-for-sale investments that have been measured at fair value. The consolidated financial statements are presented in thousand Tunisian Dinars (KTND), and all values are rounded nearest KTND. The consolidated financial statements of “Tunisie Leasing Group” have been prepared in accordance with International Financial Reporting Standards (IFRS) and in accordance with the IFRIC interpretations. These consolidated financial statements include: (a) Income Statement; (b) Statement of Comprehensive income; (c) Statement of Financial position; (d) Statement of Changes in equity; (e) Statement of cash flows; and (f) Notes. 2.2. The Group accounting policies 2.2.1 Accounting policies 2.2.1.1 Financial assets a- General principles Classification The classification of financial assets at initial recognition depends on the purpose for which the financial assets were acquired and their characteristics. In accordance with IAS 39, the Group classifies financial assets into the following four categories: · Financial assets at fair value through profit or loss ; · Loans and receivables ; · Held-to-maturity assets; · Available-for-sale financial assets. Initial measurement When a financial asset is recognised initially, the Group measures it at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset. Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction. IFRS Consolidated Financial Statements as of December 31st, 2015 19 TUNISIE LEASING GROUP a- General principles (Continued) Subsequent measurement After initial recognition, an entity shall measure financial assets at their fair values, without any deduction for transaction costs it may incur on sale or other disposal, except for the following financial assets: (a) loans and receivables, which shall be measured at amortised cost using the effective interest method; (b) held-to-maturity investments, which shall be measured at amortised cost using the effective interest method; and (c) investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, which shall be measured at cost. To assess financial instruments fair value, TLG uses the following hierarchy : Level 1 – Financial instruments traded in active markets If quoted prices in an active market are available, they are used to determine fair value. This method is used for quoted securities and shares of the Investment companies with floating capital (SICAV). Level 2 – Financial instruments valued using a valuation model based on directly observable parameters Some financial instruments, although not traded in an active market, are valued using methods based on observable market data. These models use market parameters calibrated on the basis of observable data such as yield curves, default rates, and loss assumptions obtained from consensus data or from active over-the-counter markets. Valuations derived from these models are adjusted for liquidity and credit risk. Level 3 - Financial instruments valued using a valuation model based on parameters that are not observable In the absence of observable data, some instruments are measured on initial recognition in a way that reflects the transaction price, regarded as the best indication of fair value. Valuations derived from these models are adjusted for liquidity risk and credit risk. Financial asset at fair value through profit or loss A financial asset at fair value through profit or loss is a financial asset that meets either of the following conditions. a) A financial asset is classified as held for trading if it is: · · Acquired or incurred principally for the purpose of selling or repurchasing it in the near term; Part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; b) Upon initial recognition it is designated by the Group as at fair value through profit or loss. A gain or loss on a financial asset classified as at fair value through profit or loss is recognised in profit or loss. The shares of the Investment companies with floating capital (SICAV) are classified in this category. a- General principles (Continued) IFRS Consolidated Financial Statements as of December 31st, 2015 20 TUNISIE LEASING GROUP Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, loans and receivables were been measured at amortised cost using the effective interest method (TIE). The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability (or Group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset Generally, this category includes finance lease loans and factoring loans. Held-to-maturity assets Held-to-maturity investments are non-derivative financial assets with fixed or, determinable payments and fixed maturity that TLG has the positive intention and ability to hold to maturity. After initial recognition, held-to-maturity investments were been measured at amortised cost using the effective interest method Financial instruments backed to portage contracts are classified within this category. Available-for-sale financial assets Available-for-sale financial assets are those non-derivative financial assets that are designated as available for sale or are not classified as: (a) Loans and receivables; (b) Held-to-maturity investments or; (c) Financial assets at fair value through profit or loss. A gain or loss on an available-for-sale financial asset is recognised directly in equity, through the statement of changes in equity, except for impairment losses and foreign exchange gains and losses until the financial asset is derecognised, at which time the cumulative gain or loss previously recognised in equity is recognised in profit or loss. Securities held by venture capital organisations, on which TLG interests are less than 20%, are considered as available for sale assets. Consequently, they are measured at fair value and profits or losses are recognised directly in equity. Impairment losses on financial assets TLG assess at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. It may not be possible to identify a single, discrete event that caused the impairment. Rather the combined effect of several events may have caused the impairment. Losses expected as a result of future events, no matter how likely, are not recognised. a- General principles (Continued) IFRS Consolidated Financial Statements as of December 31st, 2015 21 TUNISIE LEASING GROUP Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the holder of the asset about the following loss events: a) Significant financial difficulty of the issuer or obligor; b) A breach of contract, such as a default or delinquency in interest or principal payments; c) the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; d) It becoming probable that the borrower will enter bankruptcy or other financial reorganisation; e) The disappearance of an active market for that financial asset because of financial difficulties; or f) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group. The loss amount is equal to the difference between the asset's book value and the discounted value of the future cash flows (except future credit losses whose have not been incurred yet), brought up to date with the original TIE of the financial asset (i.e. with the TIE calculated at the initial recognition). b- Specific rules of main activities Finance lease activity Recognition The finance lease contracts made by the Group transfers substantially all the risks and rewards incidental to ownership. In accordance with IAS 17, assets held under a finance lease are booked as loans and receivables at an amount equal to the net investment in the lease. Gross investment in the lease is the aggregate of: (a) the minimum lease payments receivable by the lessor under a finance lease, and (b) any unguaranteed residual value accruing to the lessor. Unearned finance income is the difference between: (a) the gross investment in the lease, and (b) the net investment in the lease. The interest implicit rate in the lease is the discount rate that, at the inception of the lease, causes the aggregate present value of (a) the minimum lease payments and (b) the unguaranteed residual value to be equal to the sum of (i) the fair value of the leased asset and (ii) any initial direct costs of the lessor. The Group distinguishes, among its depreciated credits, the bad debts and the non performing debts. b- Specific rules of main activities (Continued) IFRS Consolidated Financial Statements as of December 31st, 2015 22 TUNISIE LEASING GROUP Depreciation Depreciated loans and receivables Loans and receivables with non-payment risk are depreciated on individual or group basis. Depreciations accounted for equal to the difference between the amortized cost of loans and receivables and the sum of future cash-flows discounted at the leasing implicit rate. Doubtful loans and receivables Loans and receivables are considered as doubtful when: - it exists one or more unpaid amount since 3 months or less, taken into account the particular characteristics of these credits, - the financial situation of the client is deteriorated, - there is litigation between TLG and the client. When a client is considered as doubtful, all its related commitments with the Group are classified among doubtful financial assets. The Group distinguishes between: - Doubtful loans presenting a potential loss (depreciated on individually basis) They are litigated loans and receivables with a low probability of payment and with the perspective of a future loss. When a commitment meets such criteria the potential loss is accounted for as depreciation. The Group estimates future cash-flow by client. During the year, cash-flows are estimated in quarterly basis. However, for the future, they are assessed on annual basis. The estimated loss equals the difference between the amortized cost of loans and receivables and the future cash-flows estimated discounted at the weighted average interest rate applied to the client. - Doubtful loans with non-potential loss Doubtful loans and receivables with non-potential loss are those clients’ commitments which could not be depreciated individually that is why they are grouped in a pool with same characteristics. Assessment of the depreciation of these commitments is based on statistical and historical data collected by the Group which demonstrates that these commitments may be subject to depreciation (risk of non payment). Depreciation is calculated by leasing commitment kind: vehicles lease, equipment lease and real estate lease. For real estate lease, the following criteria has been adopted: - Recoverability rate observed on litigated commitment resolved, - an average period for resolving litigated commitments (33months rounded to 36 months) - cash collection when the litigated commitment is resolved. Depreciation treatment The depreciation allowance (and the depreciation write-back) for not-covering risk are registered in risk cost. b- Specific rules of main activities (Continued) IFRS Consolidated Financial Statements as of December 31st, 2015 23 TUNISIE LEASING GROUP Factoring Recognition Factoring designates the operation of discounting commercial invoices within a Factoring company. These invoices should be related to the sales of goods delivered or services rendered. The Factoring Company will be in charge of client commercial invoices. All transactions made with the client are registered by the factoring company in a special account. This account registers all invoices discounted and all amount due to the clients. Its balance decrease with the amount to be paid by the client to the Factoring company. Since 2004, the Group offers two types of contracts: - contracts with recourse: they offer the possibility to the Group to pursuit its client if the purchaser is fall to pay its invoices, - contracts without recourse: these contracts prohibit the pursuit of the client which should subscribe a credit insurance covering 90% of the amount of its invoices. The Group factoring revenues are composed of: - Factoring commission calculated on the basis of the total amount of invoices, - Financing commission calculated on the basis of amount advanced to the client. Depreciation The Group carries out the estimate of the risk proven by evaluating the doubtful debts with their fair value by estimating cash the flows which are considered to be recoverable under these credits. The cashing forecasts of the doubtful debts are individually identified, and thereafter are brought up to date by using the effective interest rate of each contract. For each customer, when discounted cash flows are lower than the customer’s risk value, a provision equal to the differential of these two amounts is noted. 2.2.1.2 Financial liabilities When a financial liability is recognised initially, TLG measured it at its fair value plus, in the case of financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue financial liability. After initial recognition, all financial liabilities are measured at amortised cost using the effective interest method Are classified in this category: - Due to banks - Debts represented by bills (mainly bonds), and - Due to customers. 2.2.1.3 Property, Plant and Equipment IFRS Consolidated Financial Statements as of December 31st, 2015 24 TUNISIE LEASING GROUP The cost of an item of property, plant and equipment is the cash price equivalent at the recognition date. After recognition as an asset, an item of property, plant and equipment is carried at its cost less any accumulated depreciation and any accumulated impairment losses. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. The depreciable amount of an asset is allocated on a systematic basis over its useful life. The depreciation method used reflect the pattern in which the asset’s future economic benefits are expected to be consumed by the entity. TLG chose to depreciate its property, plant and equipment according to the following rates: - Transportation equipment - Office furniture 5 years 10 years 20% 10% - Office equipment 5 years 20% - Machinery and equipment 5 years 20% - Computer equipment 3 years 33% - Layout and fixture 5 years 20% The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. Operating long-term lease Recognition TLG presents assets subject to operating lease in its balance sheet according to the nature of the asset. Lease income from operating leases is recognised in income on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished. Initial direct costs incurred by TLG in negotiating and arranging an operating lease is added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income. Depreciation The depreciation policy for depreciable leased assets is consistent with the TLG‘s normal depreciation policy for similar assets, and depreciation have been calculated in accordance with IAS 16. 2.2.1.4 Intangible Assets The cost of a separately acquired intangible asset comprises: (a) Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; and (b) Any directly attributable cost of preparing the asset for its intended use. 2.2.1.4 Intangible Assets (Continued) IFRS Consolidated Financial Statements as of December 31st, 2015 25 TUNISIE LEASING GROUP The amortisation period and the amortisation method for an intangible asset with a finite useful life have been reviewed at least at each financial year-end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly. An intangible asset with an indefinite useful life is not amortised. The useful life of such an asset have been reviewed by the Group at each reporting period to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. 2.2.1.5 Borrowing costs Borrowing costs are recognised as an expense in the period in which they are incurred. 2.2.1.6 Impairment of non financial Assets TLG assess at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, TLG estimates the recoverable amount of the asset. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If and only if, the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. 2.2.1.7 Transaction in foreign currencies A foreign currency transaction is recorded, on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At each balance sheet closing date: (a) Foreign currency monetary items are translated using the closing rate; (b) Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. 2.2.1.8 Interest and similar income a- Leasing The leasing interest and similar income correspond primarily to the finance lease interest, broken-period interest and moratory interest. The finance lease interest is distributed during the period of the contract according to a systematic and rational base. This charge is done on the basis of implicit rate of the leasing contract. The rents (capital and interests) are invoiced with the customers and entered monthly in advance. Brokenperiod interest is calculated on the basis of suppliers’ payment prior to the date of the contract. b- Factoring Interest and similar income of the factoring activity come from the factoring commissions taken on the basis of the handing-over amount of transferred invoices and the financing commissions, calculated on the basis of advances authorized by the debit to the member account. c- Operating long-term lease The operating leases income is represented by rents and related services remunerations. IFRS Consolidated Financial Statements as of December 31st, 2015 26 TUNISIE LEASING GROUP Lease income from operating leases is recognised in income on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished. 2.2.1.9 Cash and cash equivalents Cash and cash equivalents as referred to in the cash flow statement comprise cash on hand and amounts due from banks on demand or with an original maturity of three months or less. Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash flows are inflows and outflows of cash and cash equivalents. The cash flow statement reports cash flows during the period classified by operating, investing and financing activities. Operating activities are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities. Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents. Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity. 2.2.1.10 Provisions Provisions are recognised when TLG has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. In the income statement, the expense relating to a provision may be presented net of the amount recognised for a reimbursement. 2.2.1.11 Taxes a- Current tax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rated and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. b- Deferred tax A deferred tax asset was recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of taxable temporary differences. b- Deferred tax (Continued) IFRS Consolidated Financial Statements as of December 31st, 2015 27 TUNISIE LEASING GROUP The carrying amount of a deferred tax asset was reviewed at each balance sheet date. The Group reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised. Any such reduction was reversed to the extent that it becomes probable that sufficient taxable profit will be available. Deferred tax assets and liabilities was measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. IAS 12 standard “Income Taxes” applies to the temporary differences resulting from the elimination of the profits and losses related to transactions inside the Group. 2.2.1.12 Government Grants Government grants, including non-monetary grants at fair value, are not recognised until there is reasonable assurance that: (a) the entity will comply with the conditions attaching to them; and (b) the grants will be received. Government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. They are not be credited directly to shareholders’ interests but credited as deferred income. Government grant which take the form of a transfer of a non-monetary asset, such as land or other resources, for the use of the entity. In these circumstances, Tunisie Leasing Group opts for the alternative to record both Government grant and the non- monetary asset at a nominal basis. 2.2.2 Consolidation Accounting Policies 2.2.2.1 Scope of consolidated financial statements The consolidated financial statements include all the entities under the control of “Tunisie Leasing” in accordance with the standards IFRS 10 and IFRS 11 (that have respectively replaced the standards IAS 27 and IAS 31 since the 1st of January 2013) and IAS 28 . An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. (a) An investor has power over an investee when the investor has existing rights that give it the current ability to affect the amount of the investee’s returns.; (b) Power arises from rights, such as when power over an investee is obtained directly and solely from the voting rights granted by equity instruments such as shares; (c) If two or more investors each have existing rights that give them the unilateral ability to direct different relevant activities, the investor that has the current ability to direct the activities that most significantly affect the returns of the investee has power over the investee ; (d) An investor can have power over an investee even if other entities have existing rights that give them the current ability to participate in the direction of the relevant activities, for example IFRS Consolidated Financial Statements as of December 31st, 2015 28 TUNISIE LEASING GROUP when another entity has significant influence. However, an investor that holds only protective rights does not have power over an investee, and subsequently does not control the investee. - Two or more investors collectively control an investee when they must act together to direct the relevant activities. In such cases, because no investor can direct the activities without the cooperation of the others, no investor individually controls the investee. - If Tunisie Leasing holds, directly or indirectly (e.g. through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed that the Tunisie Leasing has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the investor holds, directly or indirectly (e.g. through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the investor does not have significant influence, unless such influence can be clearly demonstrated. A substantial or majority ownership by another investor does not necessarily preclude an investor from having significant influence. 2.2.2.2 Consolidation procedures Consolidation procedures are determined by the standards IFRS 10 and IFRS 11 (that have respectively replaced the standards IAS 27 and IAS 31 since the 1st of January 2013) and IAS 28. The consolidation procedure depends on the nature of the control exerted by “Tunisie Leasing” on the other consolidated entities: - Consolidation of the subsidiaries: in preparing consolidated financial statements, the financial statements of “Tunisie Leasing” and its subsidiaries are combined line by line by adding together like items of assets, liabilities, equity, income and expenses. In order that the consolidated financial statements present financial information about the Group as that of a single economic entity, - A venturer recognises its interest in a jointly controlled entity using the equity method. With the equity method, the investment in the venture is carried in the balance sheet at cost, plus the post-acquisition changes in TL’s share of associate net assets. - An investment in an associate is accounted by using the equity method. With the equity method, the investment in the venture is carried in the balance sheet at cost, plus the post-acquisition changes in TL’s share of associate net assets. - Profits and losses resulting from transactions between TL and the associate are eliminated to the extent of the interest in the associate. - The investments hold by Investment companies and in which the Group has directly or indirectly a significant influence are evaluated using the fair value. a- Adjustments and uniforming procedures Intra-group balances, transactions, income and expenses are fully eliminated. The financial statements of TL and its subsidiaries used in the preparation of the consolidated financial statements have been prepared as of the same reporting date. When the reporting dates of the parent and a subsidiary are different, the subsidiary prepares, for consolidation purposes, additional financial statements as of the same date as the financial statements of TL unless it is impracticable to do so. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. b- Translation of foreign subsidiary financial statements In accordance with IAS 21, the results and financial position of an entity whose functional currency is not the currency of a hyperinflationary economy are translated into a different presentation currency using the following procedures: IFRS Consolidated Financial Statements as of December 31st, 2015 29 TUNISIE LEASING GROUP § Assets and liabilities for each balance sheet presented (i.e. including comparatives) are translated at the closing rate at the date of that balance sheet; § Income and expenses for each income statement (i.e. including comparatives) are translated at exchange rates at the dates of the transactions; and § All resulting exchange differences are recognised as a separate component of equity. 2.3. Significant accounting judgements and estimates In the process of applying the Tunisie Leasing’s accounting policies, management has used its judgements and made estimates in determining the amounts recognised in the financial statements. The most significant use of judgements and estimates are as follows : Fair value of financial instruments To assess financial instruments fair value, TLG uses the following hierarchy : Level 1 – Financial instruments traded in active markets Level 2 – Financial instruments valued using an internal valuation model based on directly observable parameters Level 3 - Financial instruments valued using an internal valuation model based on parameters that are not observable Impairment losses on loans and advances: An entity shall assess at the end of each reporting period whether there is any objective evidence that a financial asset is impaired. If any such evidence exists, the entity shall determine the amount of any impairment loss. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset shall be reduced either directly or through use of an allowance account. The amount of the loss shall be recognized in profit or loss. Deferred tax asset A deferred tax asset has been recognised for the carryforward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. At each balance sheet date, an entity re-assesses unrecognised deferred tax assets. Tunisie Leasing recognises a previously unrecognised deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. IFRS Consolidated Financial Statements as of December 31st, 2015 30 TUNISIE LEASING GROUP Note 3. Operating Segments 3.1 Business segments The group operates in three business segments: - Finance leases ; Factoring ; Long term leases. The other activities are mainly advisory services, studies, marketing and real estate. The following tables present income and profit and certain asset and liability information regarding the TLG’s business segments for the year ended 31 December 2015 and 31 December 2014 : Financial Year 2015 (KTND) Finance Lease Finance Lease Factoring 162 538 Factoring - Long term lease Others (*) - - Total 162 538 - 13 358 - - 13 358 (74 789) (4 075) (386) - (79 250) Income of long term lease - - 16 410 - 16 410 Expenses of long term lease - - (6 349) - (6 349) Net gain on financial assets designated at fair value through profit or loss 7 - 11 - 18 Net gain on available-for- sale assets 340 - - - 340 Net gain on held to maturity assets 166 30 - - 196 Interest and similar expenses Other operating income 7 081 - - - 7 081 (29 563) (2 710) (476) - (32 749) (6 029) (666) (139) - (6 834) (25 027) (1 565) (460) - (27 052) Counterpart risk (8 380) (642) - - (9 022) Other risks (3 165) (317) (96) - (3 578) Other ordinary income 752 39 - - 791 Other ordinary losses (3) (9) (2) - (14) - - - 1 384 1 384 Personnel expenses Depreciation of property and equipment Other operating expenses Share of associates’ profits Profit before tax 23 928 3 442 8 513 1 384 37 267 Income tax expense (9 127) (1 239) (540) - (10 906) Net profit for the year 14 801 2 203 7 973 1 384 26 361 Assets and liabilities Finance Lease Operating assets Investment in associates Unallocated assets Others Long term lease (*) Factoring Total 1 574 366 91 867 10 159 - 1 676 392 - - - 11 005 11 005 - 9 128 8 853 110 166 Total assets 1 583 218 91 977 10 325 Operating liabilities 1 280 330 69 013 4 605 - 19 084 794 1 098 - 20 977 1 299 415 69 808 5 704 - 1 374 926 Unallocated liabilities Total liabilities 11 005 1 696 525 1 353 949 (*) Others: Stock exchange intermediate (Tunisie Valeurs) & Portfolio management (Investment funds). IFRS Consolidated Financial Statements as of December 31st, 2015 31 TUNISIE LEASING GROUP 4.1 Business segments (Continued) Financial Year 2014 (KTND) Finance Lease Finance Lease Factoring Interest and similar expenses Factoring Long term lease Others (*) Total 87 428 - - - 87 428 - 12 432 - - 12 432 (36 623) (3 543) (409) - (40 576) Income of long term lease - - 10 247 - 10 247 Expenses of long term lease - - (5 855) - (5 855) Net gain on financial assets designated at fair value through profit or loss - - 24 - 24 Net gain on available-for- sale assets 262 - - - 262 Net gain on held to maturity assets 328 30 - - 358 Other operating income 839 - - - 839 (11 283) (2 386) (407) - (14 076) Depreciation of property and equipment (2 447) (640) (88) - (3 175) Other operating expenses (8 558) (1 682) (468) - (10 707) Counterpart risk (2 536) (745) - - (3 280) 46 (248) - - (204) 363 70 1 - 434 (470) (3) (16) - (489) - - - 1 240 1 240 Profit before tax 27 349 3 284 3 029 1 240 34 902 Income tax expense (7 835) (1 200) (300) - (9 335) Net profit for the year 19 513 2 085 2 730 1 240 25 568 Long term lease Others (*) 95 878 21 804 - 960 483 Personnel expenses Other risks Other ordinary income Other ordinary losses Share of associates’ profits Assets and liabilities Finance Lease Operating assets Investment in associates 842 800 Factoring Total - - - 10 779 10 779 5 946 110 2 - 6 058 Total assets 848 746 95 988 21 806 Operating liabilities 623 387 73 352 6 944 - 703 682 13 383 750 1 071 - 15 204 636 770 74 102 8 015 - 718 886 Unallocated assets Unallocated liabilities Total liabilities 10 779 977 320 (*) Others: Stock exchange intermediate (Tunisie Valeurs) & Portfolio management (Investment funds). IFRS Consolidated Financial Statements as of December 31st, 2015 32 TUNISIE LEASING GROUP 3.2 Geographic segments TLG operates in two geographic markets: Tunisia and Algeria. The following tables show the Group’s financial information distribution by geographical segment: Financial year 2015 (KTND) Tunisia Algeria Africa Total Income and expenses Finance Lease 54 444 34 736 73 358 162 538 Factoring 13 358 - - 13 358 (37 498) (8 560) (33 192) (79 250) 9 559 1 651 5 200 16 410 (5 421) (928) - (6 349) 18 - - 18 340 - - 340 Interest and similar expenses Income of long term lease Expenses of long term lease Net gain on financial assets designated at fair value through profit or loss Net gain on available-for- sale assets Net gain on held to maturity assets 196 - - 196 1 547 - 5 534 7 081 (11 624) (4 284) (16 841) (32 749) Depreciation of property and equipment (2 100) (1 104) (3 630) (6 834) Other operating expenses (6 643) (4 390) (16 019) (27 052) Counterpart risk (110) (758) (8 154) (9 022) Other risks (337) - (3 241) (3 578) Other ordinary income 139 652 - 791 Other ordinary losses (14) - - (14) 1 384 - - 1 384 Other operating income Personnel expenses Share of associates’ profits Profit before tax 17 239 17 015 3 012 37 267 Income tax expense (5 501) (4 355) (1 049) (10 906) Net profit for the year 11 738 12 660 1 963 26 361 Assets and liabilities Operating assets Tunisia Algeria Africa Total 768 999 236 315 671 078 1 676 392 11 005 - - 11 005 763 7 189 1 176 9 128 Total assets 780 767 243 504 672 254 1 696 525 Operating liabilities 635 424 137 921 580 604 1 353 949 7 218 7 150 6 610 20 977 642 642 145 070 587 214 1 374 926 Investment in associates Unallocated assets Unallocated liabilities Total liabilities IFRS Consolidated Financial Statements as of December 31st, 2015 33 TUNISIE LEASING GROUP 3.2 Geographic segments (Continued) Financial year 2014 (KTND) Tunisia Algeria Total Income and expenses Finance Lease 51 025 36 403 87 428 Factoring 12 432 - 12 432 (34 157) (6 419) (40 576) Interest and similar expenses Income of long term lease 10 247 - 10 247 Expenses of long term lease (5 039) (816) (5 855) 24 - 24 Net gain on available-for- sale assets 262 - 262 Net gain on held to maturity assets 359 - 358 Net gain on financial assets designated at fair value through profit or loss Other operating income 839 - 839 (10 298) (3 778) (14 076) Depreciation of property and equipment (1 886) (1 289) (3 175) Other operating expenses (6 516) (4 192) (10 707) Counterpart risk (2 253) (1 028) (3 280) (204) - (204) 88 346 434 Other ordinary losses (489) - (489) Share of associates’ profits 1 240 - 1 240 Personnel expenses Other risks Other ordinary income Profit before tax 15 675 19 227 34 902 Income tax expense (4 581) (4 754) (9 335) Net profit for the year 11 094 14 473 25 568 Assets and liabilities Operating assets Tunisia Algeria Total 712 043 248 079 960 483 10 779 - 10 779 425 5 634 6 058 Total assets 723 607 253 712 977 320 Operating liabilities 593 206 110 476 703 682 7 382 7 822 15 204 600 587 118 299 718 886 Investment in associates Unallocated assets Unallocated liabilities Total liabilities IFRS Consolidated Financial Statements as of December 31st, 2015 34 TUNISIE LEASING GROUP Note 4. 4.1 Notes to the consolidated income statement Interest and similar income Finance lease (KTND) Interest income from finance leases 2015 159 085 84 519 484 670 2 969 2 239 162 538 87 428 Interest before the beginning of the contract Other interest and similar income Total 2014 Factoring (KTND) 2015 2014 Factoring commissions 4 664 4 481 Interest income of financing operations 8 694 7 951 13 358 12 432 Total The commission of factoring remunerates the Group collection effort, the guarantee offered to the customers and the management of their current account. This commission relates to all the period going from the acquisition of the invoices until the date of their collection. Being a short term activity, we concluded that the impact of the spreading out of factoring commissions over the average period of collection is not material. 4.2 Interest and similar expenses (KTND) 2015 2014 Interest on bonds 18 564 14 315 Interest on local banking loans 37 755 10 501 Interest on foreign banking loans 10 681 9 855 190 190 67 190 34 861 Interest on current accounts and deposits payable 5 727 974 Interest of bank loans and other financial transactions 3 339 3 349 Others 2 994 1 392 Total of other financial expenses 12 060 5 715 Total 79 250 40 576 Long-term commercial papers interest Total Interest and expenses of loans IFRS Consolidated Financial Statements as of December 31st, 2015 35 TUNISIE LEASING GROUP 4.3 Income of long term lease (KTND) 2015 Services Income 15 915 9 751 496 496 16 410 10 247 Other accessory income Total 4.4 2014 Counterpart risk The cost of the risk includes the impairments due to inherent credit risk of the Group activities as well as the impairments due to proven risk of counterpart on financial instruments. (KTND) 2015 Provision for receivable accounts (finance lease activities) Reversal of a provision from debts collection (finance lease activities) 41 890 7 092 (34 560) (4 572) 3 541 13,95 10 872 2 534 2 643 1 072 (1 931) 196 653 - 1 365 1 268 (878) (531) (878) (531) (1 673) - (653) - (2 326) - 4 31 (14) (22) Losses due to write off of receivable accounts Subtotal (1) Provision for receivable accounts (factoring activities) Reversal of a provision from debts collection (factoring activities) Losses due to write off of receivable accounts Subtotal (2) Reversal of non identified risks provision Subtotal (3) Change in provisions for penalty interest on receivables (finance lease activities) Change in provisions for penalty interest on receivables (factoring activities) Subtotal (4) Provision on guarantees to compensate (factoring activities) Reversal of a provision on guarantees to compensate (factoring activities) Subtotal (5) Counterpart risk (1)+(2)+(3)+(4)+(5) 4.5 2014 (10) 9 9 022 3 280 Other risks (KTND) Provision for held-to-maturity investment 2015 2014 152 8 (687) (34) Provision for the other assets 269 - Reversal of a provision for the other assets (14) (14) 3 858 879 - (635) 3 578 204 Reversal of a provision for held-to-maturity investment Provision for contingencies Reversal of provisions for contingencies Total IFRS Consolidated Financial Statements as of December 31st, 2015 36 TUNISIE LEASING GROUP 4.6 Other operating income (KTND) 2015 Insurance commissions 2014 709 679 Various operating income 6 372 160 Total 7 081 839 4.7 Personnel expenses (KTND) Wages and salaries 2015 2014 20 517 10 382 Social security costs (*) 4 172 2 034 Bonuses 2 540 600 92 276 5 421 783 32 749 14 076 Pension costs Other personnel expenses (*) Total (*) Adjustment for comparability purposes TLG has subscribed to a group insurance. The insurance company will be in charge of the retirement allowance. That’s why TLG is discharged from such expenses. 4.8 Depreciation of property and equipment (KTND) 2015 2014 Operating properties and equipments Impairment 3 173 1 198 Operating intangible assets Impairment 3 661 1 977 Total 6 834 3 175 (*) Adjustment for comparability purposes (Cf. note 4) 4.9 Income tax expense (KTND) 2015 2014 Current tax 9 902 9 805 Deferred tax 1 004 (471) 10 906 9 335 Income tax expense IFRS Consolidated Financial Statements as of December 31st, 2015 37 TUNISIE LEASING GROUP Note 5. Notes to the consolidated balance sheet 5.1 Cash and due from banks (KTND) 31/12/2015 Due from banks 31/12/2014 94 513 15 855 Cash 373 20 Total 94 886 15 875 5.2 Financial investments – available-for-sale (KTND) 31/12/2015 31/12/2014 Shares and other variable yield securities Listed securities 639 826 Unlisted securities 18 645 17 458 Total of financial investments – available-for-sale 19 284 18 284 (900) (1 435) 18 384 16 849 Allowance of impairment Shares and other variable yield securities Total of net financial investments – available-for-sale 5.3 Loans and advances to customers This heading relates to the receivables generated by finance lease and factoring activities. 31/12/2015 (KTND) Gross amount Gross risk of performing contracts Gross risk of non performing contracts Gross risk of bad contracts Gross risk of Alios Total gross risk Advances to the suppliers Prepaid income Penalty interest to bill Gross risk of finance lease contracts Risk of performing contracts Risk of non performing contracts Risk of bad contracts Gross total of factoring advances and loans Total of loans and advances IFRS Consolidated Financial Statements as of December 31st, 2015 Depreciation Net amount 771 006 - 771 006 9 312 (4 903) 4 409 35 756 (14 612) 21 144 573 152 (64 653) 508 499 1 389 226 (84 167) 1 305 059 2 165 (44) 2 121 (5 500) - (5 500) 63 - 63 1 385 954 (84 211) 1 301 743 89 370 - 89 370 2 - 2 4 198 (4 131) 68 93 571 (4 131) 89 440 1 479 525 (88 342) 1 391 183 38 TUNISIE LEASING GROUP 5.3 Loans and advances to customers (Continued) 31/12/2014 (KTND) Gross amount Gross risk of performing contracts Gross risk of non performing contracts Gross risk of bad contracts Total gross risk Advances to the suppliers Prepaid income Penalty interest to bill Gross risk of finance lease contracts Risk of performing contracts Risk of non performing contracts Risk of bad contracts Gross total of factoring advances and loans Total of loans and advances 5.3.1 Depreciation Net amount 758 871 - 758 871 7 450 (3 090) 4 360 33 989 (17 149) 16 840 800 311 (20 239) 780 072 1 546 (44) 1 502 (5 619) - (5 619) 86 - 86 796 324 (20 283) 776 042 89 445 - 89 445 506 (268) 238 4 316 (3 876) 440 94 267 (4 144) 90 122 890 591 (24 427) 866 164 Finance Lease Gross investment in the lease is the aggregate of: (a) the minimum lease payments receivable by TL under a finance lease, and (b) any unguaranteed residual value accruing to TL. Net investment in the lease is the gross investment in the lease discounted at the implicit interest rate in the lease. Unearned finance income is the difference between: (a) the gross investment in the lease, and (b) the net investment in the lease. This heading relates to finance lease activity: IFRS Consolidated Financial Statements as of December 31st, 2015 39 TUNISIE LEASING GROUP ( KTND) 31/12/2015 31/12/2014 Outstanding amount of performing contracts 771 006 758 871 Outstanding amount of active contracts 750 958 744 283 8 766 4 118 11 282 10 470 Outstanding amount of non performing contracts 9 312 7 450 Outstanding amount of non performing contracts 6 485 4 078 Arrears related to non performing contracts 2 827 3 372 Gross risk of bad contracts 35 756 33 989 Outstanding amount of bad contracts 19 323 19 797 Arrears related to bad contracts 16 433 14 192 573 152 - 1 389 226 800 311 Other outstanding amount of other performing contracts Arrears related to active contracts Gross risk of Alios Gross risk of finance lease contracts 2 165 1 546 (5 500) (5 619) 63 86 1 385 954 796 324 Depreciation of non performing and bad contracts (19 515) (20 239) Depreciation of non performing and bad contracts (64 653) - (44) (44) 1 301 743 776 042 Advances for the suppliers Prepaid income Penalty interest to bill Gross total Other depreciation Total net IFRS Consolidated Financial Statements as of December 31st, 2015 40 TUNISIE LEASING GROUP 5.3.1 Finance Lease (Continued) The following table presents the maturity profile of the receivables amounts: (KTND) Minimum lease payments of active contracts 31/12/2015 31/12/2014 679 301 633 812 To receive in less than 1 year 267 026 251 978 To receive in more than 1 year and less than 5 years 397 392 370 337 14 883 11 497 586 524 552 357 To receive in less than 1 year 222 571 211 534 To receive in more than 1 year and less than 5 years 351 116 330 376 12 837 10 447 Not acquired financial income 92 776 81 455 Minimum lease payments of bad contracts 21 736 19 473 13 017 10 641 8 657 8 764 62 67 21 144 16 840 35 756 33 989 (14 612) (17 149) 592 2 633 To receive in more than 5 years Outstanding amount of active contracts To receive in more than 5 years To receive in less than 1 year To receive in more than 1 year and less than 5 years To receive in more than 5 years Net outstanding amount of bad contracts Gross outstanding amount of bad contracts Provision on gross outstanding amount Not acquired financial income 5.3.2 Factoring advances and loans (KTND) 31/12/2015 31/12/2014 Accounts of factored purchaser’s: Local purchasers 115 003 118 301 Purchasers export 2 997 3 109 Purchasers importation 2 936 5 294 120 936 126 704 Guarantee fund (13 377) (15 740) Available (13 988) (16 697) Total of accounts of clients on factoring : Contracts with right of recourse (27 365) (32 437) Gross outstanding amount of clients on factoring 93 571 94 267 Provisions (4 131) (4 144) Net outstanding amount of clients on factoring 89 440 90 123 Gross total of factored purchasers Accounts of clients on factoring: Contracts with right of recourse IFRS Consolidated Financial Statements as of December 31st, 2015 41 TUNISIE LEASING GROUP 5.3.3 Loans and advances analysis by business segment The table below details the depreciation of loans and receivables by branch of industry: (KTND) 31/12/2015 31/12/2014 Agriculture 34 564 29 065 Real estate 138 274 135 673 Industry 211 692 204 960 Tourism 39 175 50 237 Trade and services 482 668 470 655 Gross total (Before Gross Risk of Alios) 906 373 890 591 Gross risk of Alios 573 152 - Gross total 1 479 525 890 591 Dépreciation (23 689) (24 427) Depreciation of Alios (64 653) - 1 391 183 866 164 Net total The Following reconciliation details the provision of loans and advances by business segment without provisions of Alios : (KTND) Agriculture Real estate Industry Trade and services Tourism Total As of December 31st 2014 1 851 3 214 6 683 782 11 897 24 427 Net provision or reversal (171) 284 610 (72) 87 738 As of December 31st 2015 2 023 2 930 6 073 854 11 810 23 689 Individual depreciation 1 502 2 234 5 693 796 10 600 20 825 Collective depreciation 520 696 380 58 1 210 2 864 (KTND) Agriculture Real estate Industry Trade and services Tourism Total As of December 31st 2013 1 742 2 410 6 785 826 9 410 21 172 Net provision or reversal (110) (805) 102 44 (2 487) (3 255) As of December 31st 2014 1 851 3 214 6 683 782 11 897 24 427 Individual depreciation 1 819 2 692 6 148 778 9 632 21 069 Collective depreciation 32 522 535 4 2 265 3 358 IFRS Consolidated Financial Statements as of December 31st, 2015 42 TUNISIE LEASING GROUP 5.3.3 Loans and advances analysis by business segment (Continued) Hereafter a reconciliation of the individual and collective impairments of the loans and advances without provisions of Alios : Loans and receivables – Individual depreciation basis (KTND) As of December 31st, 2013 Individual depreciation Loans and receivables – Collective depreciation basis Collective depreciation Total of loans and receivables Total of depreciation 18 123 821 759 3 049 862 891 21 172 41 132 Net Provision 2 946 st As of December 31 , 2014 46 262 21 069 49 268 20 824 Net Provision As of December 31st, 2015 309 844 329 3 358 1 430 256 2 865 (244) 3 255 890 591 24 427 1 479 525 23 689 (493) (738) 5.4 Other loans and receivables (KTND) 31/12/2015 Staff loans 31/12/2014 2 319 2 226 66 63 Gross total 2 385 2 289 Impairment (24) (2) 2 361 2 287 Others Net total 5.5 Financial investments - held-to-maturity 31/12/2015 (En KDT) Subscriptio n date Shares number Nominal value Gross total Provisio n Net book value Tourisme Balnéaire et Saharien 2000 4 291 0,010 43 (43) - Société BYZACENE 2006 1 005 0,100 101 (101) - Société PROMOTEL (TF) 2006 5 600 0,100 560 - 560 Société Golden Yasmine Loisirs 2008 10 000 0,010 100 - 100 M.B.G 2009 5 000 0,100 500 - 500 Marble & Limestone Blocks "M.L.B" 2009 3 330 0,019 62 - 62 Société Méhari Beach Tabarka 2009 6 667 0,100 667 - 667 Société YASMINE 2011 337 500 0,010 3 375 - 3 375 Société Agricole SIDI OTHMEN 2012 35 000 0,100 3 500 - 3 500 Société Tazoghane 2015 200 000 0,010 2 000 2 000 Société Almes 2014 150 000 0,010 1 500 1 500 329 329 Placement et autres actifs financiers ALIOS Total IFRS Consolidated Financial Statements as of December 31st, 2015 12 736 (144) 12 592 43 TUNISIE LEASING GROUP 5.5 Financial investments - held-to-maturity (Continued) 31/12/2014 Subscription date (KTND) Shares number Nominal value Gross total Provision Net book value Tourisme Balnéaire et Saharien 2000 4 291 0,01 43 (43) - Société BYZACENE 2006 1 005 0,1 101 (101) - Société PROMOTEL (TF) 2006 5 600 0,1 560 - 560 Société Golden Yasmine Loisirs 2008 10 000 0,01 100 - 100 M.B.G 2009 15 000 0,1 1 000 - 1 000 Marble & Limestone Blocks "M.L.B" 2009 3 330 0,0185 62 - 62 Société Méhari Beach Tabarka 2009 6 667 0,1 667 - 667 B.T.S 1997 500 0,01 5 - 5 Société YASMINE 2011 400 000 0,01 4 000 - 4 000 Serts 2011 40 000 0,01 400 - 400 Société Agricole SIDI OTHMEN 2012 35 000 0,1 3 500 - 3 500 Société Almes 2014 150 000 0,0 1 500 - 1500 Treasury Bills 2014 2 450 - 2 450 14 387 (144) 14 243 Total 5.6 Investment in associates 31/12/2015 (KTND) Investment in associate Tunisie Sicar 31/12/2014 Investment in associate Participation rate Participation rate 191 44,00% 66 44,00% Tuninvest Sicar 1 902 36,51% 1 402 36,51% Tunisie Valeurs 6 038 27,34% 5 783 28,77% 93 25,00% 395 25,75% 2 780 27,27% 3 132 27,27% 11 005 - 10 779 - Tuninvest International Sicar Tuninvest Innovations Sicar Total The following tables illustrate a summary of financial information related to the associated companies: 31/12/2015 Tunisie Sicar Cost of acquisition Goodwill 220 Quotas in profit 345 Interest in associate value (374) 191 Tuninvest Sicar 521 816 590 1 902 Tunisie Valeurs 2 841 1 018 2 179 6 038 Tuninvest International Sicar 125 (293) 261 93 Tuninvest Innovations Sicar 136 (502) 3 146 2 780 1 384 5 802 11 005 Total 3 843 IFRS Consolidated Financial Statements as of December 31st, 2015 (24) Quotas in reserves (24) 44 TUNISIE LEASING GROUP 5.6 Investment in associates (Continued) 31/12/2014 Cost of acquisition Goodwill Quotas in reserves Quotas in profit Interest in associate value Tunisie Sicar 220 - 17 (171) 66 Tuninvest Sicar 521 (30) (694) 1 605 1 402 Tunisie Valeurs 2 914 - 1 067 1 802 5 783 Tuninvest International Sicar 129 - (56) 322 395 Tuninvest Innovations Sicar 136 - 906 2 090 3 132 3 920 (30) 1 240 5 649 10 779 Total 5.7 Fair value hierarchy To assess financial instruments fair value, TLG uses the following hierarchy : Level 1 – Financial instruments traded in active markets If quoted prices in an active market are available, they are used to determine fair value. This method is used for quoted securities and shares of the Investment companies with floating capital (SICAV). Level 2 – Financial instruments valued using a valuation model based on directly observable parameters Some financial instruments, although not traded in an active market, are valued using methods based on observable market data. These models use market parameters calibrated on the basis of observable data such as yield curves, default rates, and loss assumptions obtained from consensus data or from active over-the-counter markets. Valuations derived from these models are adjusted for liquidity and credit risk. Level 3 - Financial instruments valued using a valuation model based on parameters that are not observable In the absence of observable data, some instruments are measured on initial recognition in a way that reflects the transaction price, regarded as the best indication of fair value. Valuations derived from these models are adjusted for liquidity risk and credit risk. The fair value of the financial instruments for the year 2014 are as follows: (KTND) Level 1 Level 2 Level 3 TOTAL Financial assets designated at fair value through P&L Equity Securities 144 - - 144 - - 2 782 2 782 144 - 2 782 2 925 Investments held by Investment funds evaluated at fair value Equity Securities Total 5.8 Current tax assets/liabilities The current tax noted on the balance sheet is detailed as follows: (KTND) 31/12/2015 31/12/2014 Tax instalment 9 128 6 058 Current tax asset 9 128 6 058 Deducted at source 921 992 Corporate income tax 11 762 9 903 Current tax liability 12 683 10 895 IFRS Consolidated Financial Statements as of December 31st, 2015 45 TUNISIE LEASING GROUP 5.9 Other assets (KTND) 31/12/2015 Customer accounts of the other companies of the group Operating suppliers advances Other debtors accounts 31/12/2014 37 388 350 52 43 40 101 1 878 Income to receive accounts 5 058 2 578 Suspense account 4 037 1 873 17 682 978 104 318 7 700 Provision for customer accounts (120) (24) Provision for income to receive (191) (188) (3 839) (304) 100 168 7 184 Other current assets Gross total Provision for other debtors accounts Total Net 5.10 Property, equipment and intangible assets The table below describes changes in property, equipment and intangible assets (KTND) Book value as of December 31st, 2014 Acquisitions Inventory adjustment Sales Effect of the change of the exchange rate Book value as of December 31st, 2015 Intangible assets 14 102 13 335 - (13) (516) 26 907 Computer software 8 971 8 147 - (13) (516) 16 589 Computer software (outstanding) 4 889 9 - - - 4 898 242 5 179 - - - 5 420 48 574 34 520 5 482 (1 433) (502) 75 677 Lands 1 143 1 046 - - - 2 189 Property 8 242 4 188 - - (197) 12 234 28 634 10 140 4 790 - (31) 33 953 Office equipment 1 720 5 622 - (357) (26) 6 959 Computer hardware 3 575 5 309 692 (868) (101) 7 223 General equipment 5 260 8 214 - (208) (147) 13 119 62 676 47 855 5 482 (1 445) (1 018) 102 585 Goodwill Property and equipment Transport equipment Total IFRS Consolidated Financial Statements as of December 31st, 2015 46 TUNISIE LEASING GROUP 6.10 Property, equipment and intangible assets (Continued) Amortisation and depreciation schedule of property, equipment and intangible assets (KTND) Gross book value 31/12/2015 31/12/2015 Sum of amortisation and depreciation losses Sum of amortisation and depreciation losses Net book value Gross book value Net book value Intangible assets 26 907 17 838 9 070 14 102 9 595 4 507 Computer software 16 589 17 703 (1 114) 8 971 9 518 (547) Computer software (outstanding) 4 898 0 4 898 4 889 - 4 889 Goodwill 5 420 135 5 285 242 76 166 75 677 34 115 41 562 48 574 16 704 31 870 2 189 1 143 - 1 143 Property and equipment 2 189 Lands Property 12 234 5 776 6 458 8 242 2 050 6 192 Transport equipment 33 953 11 418 22 535 28 634 7 978 20 657 Office equipment 6 959 2 544 4 415 1 720 1 044 676 Computer hardware 7 223 5 163 2 060 3 575 2 660 915 General equipment 13 119 9 215 3 905 5 260 2 972 2 288 102 585 51 953 50 632 62 676 26 299 36 377 Total 5.11 Deferred tax assets/liabilities The deferred tax noted on the balance sheet is detailed as follows: (KTND) 31/12/2015 31/12/2014 Deferred tax assets – Tunisie Leasing 422 310 Deferred tax assets – MLA 480 460 Deferred tax assets – Tunisie Factoring 322 271 - - Deferred tax assets – Alios 4 818 - Deferred tax assets 6 042 1 041 Deferred tax liabilities – Tunisie Leasing 4 024 2 908 Deferred tax liabilities – MLA 205 193 Deferred tax liabilities – Tunisie Factoring 313 353 Deferred tax liabilities – TLLD 986 856 Deferred tax liabilities – Alios 2 767 - Deferred tax liabilities 8 294 4 309 Deferred tax assets – TLLD IFRS Consolidated Financial Statements as of December 31st, 2015 47 TUNISIE LEASING GROUP 5.12 Financial liabilities The following table summarizes the maturity of financial liabilities as of December 31 st, 2015: Less than 1 year Financial liabilities Due to banks From 1 to 5 years More than than 5 years Total 282 669 504 349 - 787 018 Debts represented by securities 88 466 290 789 - 379 254 Due to customers 62 029 - - 62 029 433 163 795 138 - 1 228 301 Total The following table summarizes the maturity of financial liabilities as of December 31 st , 2014: Less than 1 year Financial liabilities From 1 to 5 years More than than 5 years Total Due to banks 184 608 157 190 - 341 798 Debts represented by securities 105 461 180 942 5 750 292 153 30 340 - - 30 340 320 409 338 132 5 570 664 291 Due to customers Total 5.12.1 Due to banks (KTND) 31/12/2015 Local banks (long and midterm credits) 31/12/2014 198 480 178 637 23 023 10 235 Foreign banks 114 362 127 039 Related debts 6 195 5 008 71 566 17 864 1 682 3 014 Alios Debts from banks 371 709 - Total 787 018 341 798 Local banks (short term credits) Overdrawn accounts Amen Bank (Portage on MLA shares) The following table summarizes the maturity of due to banks liabilities as of December 31 st, 2015 : 31/12/2015 (KTND) Local banks (long and mid term credits) Less than 1 year (A) Local banks (short term credits) Foreign banks Related debts Overdrawn accounts Amen Bank (Portage on MLA shares) Alios Debts Total IFRS Consolidated Financial Statements as of December 31st, 2015 (B) From 1 to 5 years Total 111 295 87 186 198 480 23 023 - 23 023 28 669 85 693 114 362 6 195 - 6 195 71 566 - 71 566 976 706 1 682 40 945 330 764 371 709 282 669 504 349 787 018 48 TUNISIE LEASING GROUP 5.12.1 Due to banks (Continued) The following table summarizes the maturity of due to banks liabilities as of December 31 st, 2014 : 31/12/2014 (KTND) Local banks (long and mid term credits) Less than 1 year (A) Local banks (short term credits) Foreign banks Related debts Overdrawn accounts Amen Bank (Portage on MLA shares) Total IFRS Consolidated Financial Statements as of December 31st, 2015 (B) From 1 to 5 years Total 116 320 62 317 178 637 10 235 - 10 235 33 959 93 080 127 039 5 008 - 5008 17 864 - 17 864 1 222 1 792 3 014 184 608 157 190 341 798 49 TUNISIE LEASING GROUP 5.12.1 Due to banks (Continued) DESIGNATION Balance at the beginning of the period LOCAL BANKS (A) Use Effect of the change of the exchange rate Redemption Maturity Balance at the end of the period More than 5 years From 1 to 5 years Less than 1 year 178 637 248 554 222 988 (5 723) 198 480 - 87 186 111 295 45 000 115 000 115 000 - 45 000 - - 45 000 A.B.C TUNISIE 2014/1 4 000 - 4 000 - - - - - A.B.C TUNISIE 2014/2 5 000 - 5 000 - - - - - A.B.C TUNISIE 2015 I - 6 000 - - 6 000 - - 6 000 A.B.C TUNISIE 2015 II - 3 200 - - 3 200 - - 3 200 A.B.C TUNISIE 10 MD 2013 7 500 - 2 000 - 5 500 - 3 500 2 000 ATTIJARI BANK 2010 2 000 - 2 000 - - - - - ATTIJARI BANK 2013 7 000 - 2 000 - 5 000 - 3 000 2 000 ATTIJARI BANK 2015 - 10 000 1 667 - 8 333 - 5 000 3 333 BIAT 2010 1 000 - 1 000 - - - - - BIAT 2013 I 7 000 - 2 000 - 5 000 - 3 000 2 000 BIAT 2013 II 1 250 - 1 250 - - - - - BIAT 2015 I - 7 500 750 - 6 750 - 5 250 1 500 BIAT 2015 II - 15 000 - - 15 000 - 12 000 3 000 AMEN BANK 2013 II 10 313 - 3 750 - 6 563 - 2 813 3 750 AMEN BANK 2013 III 5 792 - 5 792 - - - - - AMEN BANK 2015 I - 5 000 106 - 4 894 - 3 617 1 277 AMEN BANK 2015 II - 10 000 208 - 9 792 - 7 292 2 500 3 500 - 1 000 - 2 500 - 1 500 1 000 12 000 48 000 48 000 - 12 000 - - 12 000 4 109 - 3 656 (453) - - - - AL BARAKA BANK BTK 2013 ZITOUNA BANK BNP (MLA) IFRS Consolidated Financial Statements as of December 31st, 2015 50 TUNISIE LEASING GROUP DESIGNATION Balance at the beginning of the period CITIBANK (MLA) Use Effect of the change of the exchange rate Redemption Maturity Balance at the end of the period More than 5 years From 1 to 5 years Less than 1 year - 15 040 - - 15 040 - 15 040 - 47 790 9 400 16 923 (5 270) 34 997 - 18 900 16 097 AMEN BANK ( factoring) 500 - 500 - - - - - AMEN BANK ( factoring) 4 568 - 895 - 3 673 - 2 714 959 AMEN BANK ( factoring) - 3 000 239 - 2 761 - 2 221 540 4 825 - 2 330 - 2 496 - - 2 496 AMEN BANK 2012-I ( LLD) 90 - 90 - - - - - AMEN BANK 2012-II ( LLD) 467 - 261 - 206 - - 206 AMEN BANK 2013-III ( LLD) 1 232 - 504 - 728 - 188 539 AMEN BANK 2014-I ( LLD) 1 397 - 674 - 723 - - 723 AMEN BANK 2014-II ( LLD) 1 792 - 676 - 1 116 - 387 730 - 1 325 246 - 1 079 - 764 315 A.T.B 2012-I (LLD) 148 - 148 - - - - - A.T.B 2012-II (LLD) 191 - 176 - 15 - - 15 A.T.B 2013-I (LLD) 173 - 148 - 25 - - 25 - 89 - - 89 - - 89 FOREIGN BANKS (B) 127 039 24 800 33 692 (3 785) 114 362 - 85 693 28 669 BEI (credit participatif) 154 - - - 154 - 154 - B.E.I LIGNE IV (Contrat 23283) 25 724 - 8 619 - 17 105 - 12 727 4 378 B.E.I LIGNE III (Contrat 22091) 196 - 196 - - - - - B.E.I LIGNE VI (Contrat 82284) 22 577 - 1 613 - 20 965 - 17 739 3 225 BIRD 2012 9 500 - 571 - 8 929 - 7 788 1 141 BAD 2013 5 944 - - - 5 944 - 5 166 778 AL BARAKA BANK(MLA) BTE ( factoring) AMEN BANK 2015 ( LLD) AFRIC INVST IFRS Consolidated Financial Statements as of December 31st, 2015 51 TUNISIE LEASING GROUP DESIGNATION Balance at the beginning of the period Use Effect of the change of the exchange rate Redemption Maturity Balance at the end of the period More than 5 years BIRD 2014 11 601 - - - 11 601 BIRD 2015 - 6 000 - - 6 000 17 016 - 1 891 - 15 126 HSBC 2 115 - 1 882 (233) FRANSABANK 8 705 - 3 761 ABC 10 286 18 800 TRUST BANK 13 219 305 676 SANAD Total of bank loans IFRS Consolidated Financial Statements as of December 31st, 2015 From 1 to 5 years - Less than 1 year 9 943 1 657 6 000 - - 11 344 3 781 - - - - (960) 3 984 - 1 778 2 206 8 651 (1 134) 19 301 - 13 053 6 248 - 6 508 (1 458) 5 253 - - 5 253 273 354 256 680 (9 508) 312 842 - 172 879 139 963 52 TUNISIE LEASING GROUP 5.12.2 Debts represented by securities: (KTND) 31/12/2015 Bonds 31/12/2014 282 242 241 550 32 500 44 000 8 805 8 222 Prepaid charges (3 491) (1 619) Alios Debts – securities 59 198 - 379 254 292 153 Commercial papers Related debts Total The book value by maturity of debt represented by securities (without Alios Debts) is presented in the following table according to their contractual maturity dates. 31/12/2015 (KTND) Less than 1 year From 1 to 5 years Total Bonds 53 652 228 590 282 242 Commercial papers 29 500 3 000 32 500 Related debts 8 805 - 8 805 Prepaid charges (3 491) - (3 491) Total 88 466 231 590 320 056 31/12/2014 (KTND) Less than 1 year From 1 to 5 years More than than 5 years Total Bonds 57 858 177 942 5 750 241 550 Commercial papers 41 000 3 000 - 44 000 8 222 - - 8 222 (1 619) - - (1 619) 105 461 180 942 5 750 292 153 Related debts Prepaid charges Total IFRS Consolidated Financial Statements as of December 31st, 2015 53 TUNISIE LEASING GROUP 5.12.2 Debts represented by securities (Continued) DESIGNATION Balance at the beginning of the period Loan amount Use Balance at the end of the period Redemption Maturity More than 5 years From 1 to 5 years Less than 1 year Emprunt obligataire 2009 II 15 000 3 000 - 3 000 - - - - Emprunt obligataire 2010 I 10 000 4 000 - 4 000 - - - - Emprunt obligataire 2010 II 15 000 6 000 - 6 000 - - - - Emprunt subordonné "Tunisie Leasing Subordonné2010" 15 000 8 000 - 4 000 4 000 - - 4 000 Emprunt obligataire 2011 I 20 000 12 000 - 6 000 6 000 - - 6 000 Emprunt obligataire 2011 II 35 000 12 000 - 6 000 6 000 - - 6 000 Emprunt obligataire 2011 III 20 000 18 000 - 6 000 12 000 - 6 000 6 000 Emprunt obligataire 2012 I 30 000 22 964 - 6 000 16 964 - 10 964 6 000 Emprunt obligataire 2012 II 30 000 17 070 - 2 930 14 140 - 10 140 4 000 Emprunt subordonné "Tunisie Leasing Subordonné 2013-I" 30 000 16 000 - 4 000 12 000 - 8 000 4 000 Emprunt obligataire 2013 I 30 000 27 516 - 2 484 25 032 - 19 032 6 000 Emprunt subordonné "Tunisie Leasing Subordonné 2013-II" 20 000 20 000 - 1 766 18 234 - 16 468 1 766 Emprunt obligataire 2014 I 20 000 30 000 - 3 298 26 702 - 23 404 3 298 Emprunt obligataire 2014 II 30 000 30 000 - 2 380 27 620 - 25 240 2 380 Emprunt obligataire 2015 I 30 000 - 30 000 - 30 000 - 29 407 593 Emprunt subordonné "Tunisie Leasing Subordonné 2015-I" 20 000 - 20 000 - 20 000 - 19 385 615 Emprunt obligataire 2015 II 14 710 - 14 710 - 14 710 - 14 710 - Emprunt obligataire 2014 (factoring) 15 000 15 000 - - 15 000 - 12 000 3 000 - - 37 600 3 760 33 840 - 33 840 - 399 710 241 550 102 310 61 618 282 242 - 228 590 53 652 Emprunt obligataire 2015 (MLA) Total of debts represented by securities IFRS Consolidated Financial Statements as of December 31st, 2015 54 TUNISIE LEASING GROUP 5.12.3 Due to customers (KTND) 31/12/2015 31/12/2014 Deposits and guarantees from customers 40 801 6 766 Advances from customers 18 135 14 861 3 093 8 713 62 029 30 340 Clients of factoring accounts Total The clients of factoring accounts record the amounts due from clients of factoring and the guarantee funds only for contracts without recourse. The details of this account are as follows: (KTND) 31/12/2015 31/12/2014 Guarantee funds 1 618 2 170 Available amount 1 475 6 543 Total 3 093 8 713 5.13 Other liabilities (KTND) Remuneration due to employees 31/12/2015 31/12/2014 709 775 Employees, paid leave 1 068 970 Employees, other accrued expenses 1 207 810 312 257 1 546 32 Social funds Shareholders, dividends to pay Social security funds (C.N.S.S) 803 881 Other accrued expenses 4 175 1 785 Other creditor accounts 16 129 3 037 Suppliers of finance lease goods * 30 256 22 668 6 486 209 51 455 2 522 Deferred incomes Other suppliers * Advances on investments securities Total 587 430 114 733 34 377 (*) Adjustment for comparability purposes 5.14 Provisions Provisions for sundry contingencies and charges record mainly provisions made up to cover social and tax commitments as well as the litigations related to the operating activities. (KTND) 31/12/2015 31/12/2014 Provisions for sundry contingencies and charges, Tunisie Leasing 1 482 1 182 Provisions for sundry contingencies and charges, Tunisie Factoring 1 825 1 508 Provisions for sundry contingencies and charges, MLA 2 068 2 324 Provisions for sundry contingencies and charges, Alios 5 540 - 10 915 5 014 Total IFRS Consolidated Financial Statements as of December 31st, 2015 55 TUNISIE LEASING GROUP 5.15 Equity As of December 31st , 2015 the capital allocation and voting rights arise as follows : Share’s number Shareholders Adress As at December 31st, 2015 As at December 31st, 2014 % of capital held % of voting rights Amen Bank Avenue Mohamed V, 1001 Tunis 2 923 043 2 793 129 32,48% 32,48% Comar Avenue Habib Bourguiba, 1001 Tunis 1 697 718 1 620 930 18,86% 18,86% STUSID Bank Avenue Hédi Karray, Centre Urbain Nord, 1082 Tunis 732 654 700 092 8,14% 8,14% 898 600 829 999 9,98% 9,98% 443 882 418 422 4,93% 4,93% 433 675 399 947 4,82% 4,82% Others 1 870 428 1 837 481 20,78% 20,78% Total 9 000 000 8 600 000 100% 100% HORCHANI Rached MENINX Holding 25 Avenue Louis Braille, 1002 Tunis SSB P/C SQM FRONTIER AFRICA MASTER FUND Changes in capital stock are detailed within the consolidated statement of changes in equity. (KTND) 31/12/2015 31/12/2014 Issued capital 45 000 43 000 Legal reserves 4 500 4 300 13 162 11 162 Special reinvestment reserve Reserves assigned to capital increase - 2 000 Share premium 39 500 39 500 Other reserves 5 729 4 889 Foreign currency translation reserve 1 002 3 970 Share of reserves of associates 5 802 5 649 Dividends received from subsidiaries Retained earnings Total equity before profit of the year (1) Profit of the year from affiliates Share of associates’ profits Profit of the year attribuable to non controlling interest Profit of the year attributable to equity holders of the parent (2) Equity attributable to equity holders of parents (1) + (2) Outstanding shares number (3) Earnings per share (2) / (3) in TND 5 420 6 004 39 917 36 622 160 031 157 095 24 978 24 327 1 384 1 240 (10 598) (11 638) 15 763 13 929 175 795 171 024 9 000 000 8 600 000 1,7 1,6 The Extraordinary General Meeting held on October 4 th, 2012 has decided to increase the share capital from TND 35 million to TND 40 million by the issue of 1 000 000 new shares with a unit price equal to TND 22 each composed of TND 5 par value and TND 17 share premium.The meeting has also decided to increase the share capital by TND 5 000 000 through the incorporation of reserves. This measure will be achieved through the allocation of the above amount to the creation of 1 000 000 new shares of TND 5 each representing a bonus issue to the holders of 8 000 000 shares distributed in three sets divided into 300 000 shares for the first set, 300 000 shares for the second set and 400 000 shares for the third set. IFRS Consolidated Financial Statements as of December 31st, 2015 56 TUNISIE LEASING GROUP The isued shares will carry dividend rights respectively on January 1st, 2013, January 1st, 2014 and January 1st, 2015. The exchange ratio is as follows: - 3 new shares for each 80 old shares for the first set. - 3 new shares for each 83 old shares for the second set. - 2 new shares for each 43 old shares for the third set. Thus, the share capital amounts to TND 45 000 000 as of December 31 st, 2015 divided into 9 000 000 shares of TND 5 each. 5.16 Earnings per share Basic earnings per share shall be calculated by dividing profit or loss attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the period. Following the issuance of shares, the calculation of earnings per share as of December 31 st ,2014 and Decembre 31st, 2013 has been retraced as follows: (KTND) 2015 Net profit for the year Number of shares Earnings per share 2014 15 763 13 929 9 000 000 8 600 000 1,75 1,62 For the purpose of calculating diluted earnings per share, the entity shall adjust profit or loss attributable to ordinary equity holders of the parent entity, and the weighted average number of shares outstanding, for the effects of all dilutive potential ordinary shares. 5.17 Non controlling interests 31/12/2015 Minority shares in capital stock Minority shares in reserves Profit for the year attributable to minority interests 666 727 134 1 528 43 879 17 317 8 501 69 697 17 9 9 35 TLG Finance 27 835 310 (100) 28 045 ALIOS 18 089 26 356 2 054 46 499 Total 90 486 44 720 10 598 145 804 Minority shares in reserves Profit for the year attributable to minority interests Affiliates Tunisie Factoring Maghreb Leasing Algérie TLLD Total Non Controlling interests 31/12/2014 Affiliates Minority shares in capital stock Tunisie Factoring Maghreb Leasing Algérie 4 163 4 007 789 8 959 43 879 23 705 10 840 78 424 1 15 9 26 48 044 27 727 11 638 87 409 TLLD Total Total Non Controlling interests IFRS Consolidated Financial Statements as of December 31st, 2015 57 TUNISIE LEASING GROUP Note 6. 6.1 Credit risk management Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. 6.1.1 General Principles of credit risk management - Rules of risks division, of fixing the limits and those of specific commitments processes was defined so that the commitments of Tunisie Leasing S.A. counterparts and of its subsidiaries do not reach an excessive concentration of the portfolio, and, await the regulatory limits; - A process of framed commitment: the commitment decisions are made either by a Committee of credit, or by a duly qualified delegated person; - The device of measurement and monitoring the risks rests on an inspecting device at the first and at the second level (Internal audit and committee of commitments); - Periodic portfolio reviews are intended to identify the relationships which are degraded. The identification of the incidents or the valuation of financial situation of debtors allow the update of the counterparts rating; - Keeping a scoreboard of litigation risks (indicators, commitments, structure portfolios, estimated collection); - A portfolio model is used to calculate the future losses on the risks other than compromised. 6.1.2 Risks diversification Tunisie Leasing SA and its subsidiaries try to diversify their risks in order to limit their exposure to the counterpart risk in particular when there is a crisis period on a business segment or a country. TL S.A. and its subsidiaries supervise regularly the total amount of their commitments by counterparts, groups, economic segments and countries. The tables below present the exposure of the loans and credits on the customers according to various concentrations of risks. Hereafter, an analysis of credit risk of loans and advances (without Alios) by business segment: 31/12/2015 Business segment AGRICULTURE Provision Non Outstanding on non Bad performing investment performing investment investment investment Provision on bad investmen Total non performing and bad outstanding amounts Total provision on non performing and bad investments 34 564 1 820 520 2 812 1 502 4 632 2 023 REAL ESTATE 138 274 2 016 696 5 039 2 234 7 056 2 930 INDUSTRY 211 692 1 110 380 11 308 5 693 12 418 6 073 39 175 177 58 1 650 796 1 827 854 TRADE AND SERVICES 482 668 3 814 1 210 19 521 10 600 23 335 11 810 TOTAL 906 373 8 938 2 865 40 331 20 825 49 268 23 689 TOURISM IFRS Consolidated Financial Statements as of December 31st, 2015 58 TUNISIE LEASING GROUP 6.1.2 Risks diversification (Continued) 31/12/2014 Business segment AGRICULTURE Provision on non Bad performing investment investment Non Outstanding performing investment investment Provision on bad investmen Total non performing and bad outstanding amounts Total provision on non performing and bad investments 29 065 139 32 2 867 1 819 3 006 1 851 REAL ESTATE 135 673 1 754 522 6 292 2 692 8 046 3 214 INDUSTRY 204 960 1 321 535 10 088 6 148 11 409 6 683 50 237 13 4 1 608 778 1 620 782 TRADE AND SERVICES 470 655 4 731 2 265 17 450 9 632 22 181 11 897 TOTAL 890 591 7 957 3 358 38 305 21 069 46 262 24 427 Total non Provision Non Provision performing Outstanding on non Bad performing on bad and bad Investment performing investment investment investment outstanding investment amounts Total provision on non performing and bad investments TOURISM Hereafter, an analysis of credit risk of loans and advances by area: 31/12/2015 Area Tunisia 714 644 6 983 1 978 36 897 17 899 43 880 19 877 Algeria 191 730 1 955 886 3 434 2 926 5 388 3 812 Total 906 373 8 938 2 864 40 331 20 825 49 268 23 689 Total non Provision Non Provision performing Outstanding on non Bad performing on bad and bad Investment performing investment investment investment outstanding investment amounts Total provision on non performing and bad investments 31/12/2014 Area Tunisia 679 630 6 113 1 903 36 799 19 692 42 912 21 595 Algeria 210 961 1 843 1 455 1 506 1 377 3 349 2 832 Total 890 591 7 957 3 358 38 305 21 069 46 262 24 427 Credit risk monitoring on financial assets of the Group is based on an internal classification. The following table illustrates the different ratings used by the Group. 31/12/2015 (KTND) Other than past due or impaired financial assets Past due financial assets but not impaired impaired financial assets Gross Total Provision Net Total Financial investments - available-forsale Factoring advances and loans Finance leases Other loans and receivables Financial investments - held-tomaturity 13 596 - 5 687 19 284 (900) 18 384 87 169 703 700 2 319 2 202 64 034 - 4 200 45 068 66 93 571 812 802 2 385 (4 131) (19 559) (24) 89 440 793 244 2 361 12 592 - 143 12 736 (143) 12 592 Total 819 376 66 236 55 165 940 778 (24 757) 916 021 IFRS Consolidated Financial Statements as of December 31st, 2015 59 TUNISIE LEASING GROUP 31/12/2014 (KTND) Other than past due or impaired financial assets Past due financial assets but not impaired impaired financial assets Gross Total Provision Net Total Financial investments - available-forsale Factoring advances and loans Finance leases Other loans and receivables Financial investments - held-tomaturity 12 408 - 5 875 18 283 (1 435) 16 849 87 333 684 366 2 287 2 112 68 973 - 4 823 42 986 - 94 267 796 324 2 287 (4 144) (20 283) - 90 123 776 041 2 287 14 243 - 143 14 387 (143) 14 243 Total 800 638 71 084 53 826 925 548 (26 005) 899 543 The maturity of past due financial assets but not impaired at the reporting date is as follows: 31/12/2015 (KTND) Less than 30 between 31 days and 60 days Factoring advances and loans between 61 and 90 days More than 91 days Total 365 497 37 1 303 2 202 9 073 2 195 2 124 50 644 64 034 10 438 2 692 2 161 51 947 66 236 Less than 30 between 31 days and 60 days between 61 and 90 days Finance leases Total 31/12/2014 (KTND) Factoring advances and loans More than 91 days Total 515 901 468 227 2 112 Finance leases 9 386 2 535 2 400 54 651 68 973 Total 9 901 3 436 2 868 54 878 71 083 6.2 Liquidity and financial risks Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities like a commitment to pay suppliers, to repay loans or to make investments. The Group is exposed, like all credit institutions, to the risk of deficiency of liquidity to honor its commitments at the maturity. The liquidity risk management is: - - The measurement of the risk through the analysis of employment and resources consumption accordance with the contractual terms. That’s can give a general view of the commitment maturities during the subsequent periods. A policy of linking resources to liquid assets The following table illustrates the Group’s assets and liabilities maturity as of December 31 st, 2015 : IFRS Consolidated Financial Statements as of December 31st, 2015 60 TUNISIE LEASING GROUP 31/12/2015 (KTND) Cash and due from banks Less than 1 year From 1 to 5 years More than 5 years Indefinite term Total 94 886 - - - 94 886 Financial assets designated at fair value through profit or loss 144 - - - 144 Financial investments –available-for-sale 221 - 18 163 - 18 384 242 336 351 116 12 837 695 454 1 301 743 89 440 - - - 89 440 380 1 981 - - 2 361 3 138 7 521 1 933 - 12 592 Loans and advances to customers Finance leases Factoring advances and loans Other loans and receivables Financial investments –held-to-maturity Investment in associates Current tax assets Other assets - 2 186 8 819 - 11 005 9 128 - - - 9 128 46 223 53 945 - - 100 168 Property and equipment - 32 915 6 458 2 189 41 562 Intangible assets - 3 785 - 5 285 9 070 Deferred tax assets - 6 042 - - 6 042 485 896 459 491 48 210 702 928 1 696 525 241 724 173 585 - 371 709 787 018 Debts represented by securities 88 466 231 590 - 59 198 379 254 Due to customers 62 029 - - - 62 029 12 683 - - - 12 683 - 8 294 - - 8 294 114 733 - - - 114 733 - - - 10 915 10 915 TOTAL ASSETS Financial liabilities Due to banks Current tax liabilities Deferred tax liabilities Other liabilities Provisions TOTAL LIABILITIES 519 634 413 469 - 441 823 1 374 926 TOTAL EQUITY - - 321 599 - 321 599 NET POSITION (33 738) 46 022 (273 389) 261 105 - IFRS Consolidated Financial Statements as of December 31st, 2015 61 TUNISIE LEASING GROUP 7.2 Liquidity and financial risks (Continued) The following table illustrates the Group’s assets and liabilities maturity as of December 31 st, 2014 : 31/12/2014 (KTND) Cash and due from banks Less than 1 year From 1 to 5 years More than 5 years Indefinite term Total 15 875 - - - 15 875 Financial assets designated at fair value through profit or loss 463 - - - 463 Financial investments –available-for-sale 826 - 16 022 - 16 848 329 092 436 502 10 447 - 776 041 90 122 - - - 90 122 580 1 707 - - 2 287 5 363 7 055 1 825 - 14 243 Loans and advances to customers Finance leases Factoring advances and loans Other loans and receivables Financial investments –held-to-maturity Investment in associates - 1 863 8 916 - 10 779 Current tax assets 6 058 - - - 6 058 Other assets 4 632 2 552 - - 7 184 915 23 621 6 192 1 143 31 870 Intangible assets - 166 - 4 342 4 507 Deferred tax assets - 1 041 - - 1 041 453 928 474 506 43 401 5 485 977 320 Due to banks 184 608 157 190 - - Debts represented by securities 105 461 168 298 18 394 - 30 340 - - - 30 340 10 895 - - - 10 895 Property and equipment TOTAL ASSETS Financial liabilities Due to customers Current tax liabilities Deferred tax liabilities 341 798 292 153 - 4 309 - - 4 309 34 377 - - - 34 377 - - - 5 014 5 014 365 680 329 797 18 394 5 014 TOTAL EQUITY - - 258 434 - NET POSITION 88 247 144 709 (233 426) 470 Other liabilities Provisions TOTAL LIABILITIES 6.3 718 886 258 434 - Currency risk The currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. 7.3.1 Structural currency risk The structural currency risk of the Group results from long term loans and financials liabilities in foreign currencies. The TLG's policy generally aims at being covered against the currency risk by insurance. 7.3.2 Operational currency risk IFRS Consolidated Financial Statements as of December 31st, 2015 62 TUNISIE LEASING GROUP The operational currency risk results from the operating transactions in foreign currencies. The Group general policy is to minimize the operational foreign exchange and not cover in advance a contingent profit or loss. In accordance with standards, the operational balances in foreign currencies are discounted in each reporting date. 6.4 Interest rate risk The Group's exposure to risk of changes in interest rates is related to long term financial loans with variable interest rate. The Group's policy is to manage its interest expenses by using for loans a combination of fixed and variable interest rate. 6.5 Operational Risk The operational risk corresponds to the risk of loss resulting from the inadequacy or of the failure of the internal processes, the people, the systems or external events and legal risks. Strategic risk and the risk of reputation are excluded. In 2008, Tunisie Leasing has begun a diagnosis of its management of credit and operational risks in order to gradually comply with the requirements of BALE II. The diagnosis was to detail the functional processes and supports businesses to achieve an operational risk mapping and their current level of mastery of the core group (finance lease, factoring). The risk mapping was prepared during 2008. Note 7. Commitment and contingencies As of December 31st , 2015, the commitment and contingencies of TLG are detailed hereafter: (KTND) 31/12/2015 31/12/2014 GIVEN COMMITMENTS 81 109 89 923 Financing commitments given to the customers 76 581 83 919 4 528 6 005 146 270 139 116 16 766 16 156 129 504 122 960 RECIPROCAL COMMITMENTS 12 533 75 898 External loans 12 533 75 898 Commitments on securities RECEIVED COMMITMENTS Received guarantees Interest not yet matured on active contracts IFRS Consolidated Financial Statements as of December 31st, 2015 63 TUNISIE LEASING GROUP Note 8. Related parties disclosures The related parties of “Tunisie Leasing Group” are the consolidated companies, including the associates as well as the Group's key-management leaders. The transactions operated between “Tunisie Leasing” and the related parties are carried out in the market conditions prevailing at the time of the realization of these transactions. 8.1 Relationship between Tunisie Leasing’s consolidated companies The list of the consolidated companies of “Tunisie Leasing Group” is presented in the note "Scope of consolidation". The transactions carried out and the outstanding amount existing at the end of the period between the companies consolidated by full consolidation are completely eliminated in consolidation. Tunisie Leasing (TL) – Tunisie Factoring (TF) Given Surety The Board of Directors of TL met on July 31st, 2001 authorized the President to give any surety in favour of TF in which it holds 93.34%; for its needs for financing from the banking system and other financial institutions. The given surety as of December 31st, 2015 granted to CITIBANK amounts to KTND 10 750. Rent of the head office Tunisie Leasing concluded with Tunisie Factoring a new rent contract of the headquarters. According to this contract, Tunisie Leasing kept at its disposal a part of the ground floor, the 3 rd floor and a part of the 4 th Floor of its headquarters located in Centre Urbain Nord Avenue Hédi karray- Tunis for an annual rent amount of TND 114 546 with an annual increase of 5%. The contract extends over a period of one year beginning on May 2014, renewable by tacit agreement in the same conditions. Tunisie Factoring concluded with SIMT in 2003 a rent contract of the headquarters. In 2012, SIMT has merged with Tunisie Leasing. The contract extends over a period of one year renewable by tacit agreement in the same conditions with an annual increase of 5%. Tunisie Leasing has invoiced to Tunisie Factoring the rent of the headquarters as well as the related charges (guarding, cleaning, telecommunication, water and electricity) for an amount of TND 233 581 for the financial year 2015. Tunisie Leasing (TL) – Tunisie (TLLD) Finance lease During FY 2015, TL has signed 54 contracts of finance lease with TLLD, in which it holds directly 99.44% of the capital for a total amount of KTND 3 069. The gross margin realized in FY 2015 on finance lease activities with TLLD amounts to KTND 822. As of December 31st 2015, the outstanding amount of TLLD’s contracts is KTND 11 986. Given Surety The Board of Directors of TL met on August 30 th, 2012 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 1,000 borrowed from Amen Bank, for its needs for financing cars purchasing. IFRS Consolidated Financial Statements as of December 31st, 2015 64 TUNISIE LEASING GROUP The Board of Directors of TL met on April 23rd 2013 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 500 borrowed from Amen Bank. The board of directors of TL met on April 23 rd 2013 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 2 000 borrowed from Amen Bank for its needs for financing cars purchasing. The board of directors of TL met on Decembre 26 th, 2013 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 2 000 borrowed from Amen Bank for its needs for financing cars purchasing. As of December 31st 2015, the outstanding surety given to Amen Bank amounts to KTND 1 657. The Board of Directors of TL met on August 30 th, 2012 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 500 borrowed from Arab Tunisian Bank for its needs for financing the purchase of 25 cars. The Board of Directors of TL met on April 23rd, 2013 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 500 borrowed from Arab Tunisian bank. The Board of Directors of TL met on April 22nd, 2014 has authorized to give a surety in favour of TLLD in order to guarantee a loan that amounts to KTND 420 borrowed from Arab Tunisian bank. As of December 31st, 2015, the outstanding surety given to Arab Tunisian Bank amounts to 40. KTND Rent of cars: Tunisie Location Longue Durée has concluded with Tunisie Leasing a rent of cars contract. 20 cars have been given to the disposal of Tunisie Leasing at the end of 2015. The related expenses have reached 251 KTND for FY 2015. Commercial papers During FY 2015, Tunisie Leasing has issued commercial papers which have been subscribed by TLLD: - A commercial paper of 1 500 KTND, issued on FY15. The interest expense incurred for the FY 2015 amounts to KTND 38. The outstanding amount as at December 31 st, 2015 is KTND 1 500. A commercial paper of 1 000 KTND, issued on the December 29 th, 2014 maturing on August 29th, 2015. The interest expense incurred for the FY 2015 amounts to KTND 44. Tunisie Leasing (TL) – Maghreb Leasing Algérie (MLA) Current account: The current account of MLA, whose 30% of the capital is held by TL ( including 11.28% through the portage contract), is debtor and amounts to KTND 327. On the 28th of June 2011 TL has concluded with MLA a third amendment to the technical assistance contract signed on the 2nd of May 2006 and authorized by the Board of Directors on the 4 th of May, 2007, under which the fees have been increased from € 150 000 to € 159 125 annually starting from the 1 st of April 2011 and from € 159 125 to € 169 845 annually stating from the 1 st of April 2012. A fourth amendment has been signed on the 8th of April 2013 and has increased Tunisie Leasing’s fees up to € 187 920 for the period starting the 1st of April 2013 and ending the 31st of March 2014, and up to €172 800 for the period starting the 1st of April 2014 and ending the 31st of March 2015. A fifth amendement was signed on March 31st, 2015 wich raised Tunisie Leasing’s fees up to € 240 000. The invoiced fees of FY 2015 have reached an amount of KTND 526. IFRS Consolidated Financial Statements as of December 31st, 2015 65 TUNISIE LEASING GROUP Tunisie Leasing (TL) - Tunisie Valeurs (TV) Commissions Tunisie Valeurs operates the establishment and the management of Bonds, issued by TL and bookkeeping TL securities. The fees invoiced by TV related to 2015 amount to KTND 335 (Tax free). Finance Lease The gross margin realized in FY 2015 on finance lease activities with TV amounts to KTND 71. The outstanding contract’s as of December 31st, 2015 amounts to KTND 2 452 and the deposits and guarantees amount to KTND 1 806. Commercial papers During FY 2015, Tunisie Leasing has made financing operations with commercial papers in favour of Tunisie Valeurs : - Commercial papers issued in FY 2015 for a total amount of 11 000 KTND. The interest expense incurred by TF for the FY 2015 amounts to KTND 75. Commercial papers of KTND 3 500, issued in prior year’s period and matured in FY 2015. The interest expense incurred for the FY 2015 amounts to KTND 52. Deposit accounts for a total amount of 35 000 KTND. The interest expense incurred for the FY 2015 amounts to KTND 104. The outstanding amount of these financings as at December 31 st, 2015 amounts to KTND 3 000. Tunisie Leasing (TL) - TUNINVEST FINANCE GROUP (TFG) Finance lease The gross margin realized in FY 2015 on finance lease activities with TFG amounts to KTND 28. The financial outstanding as of December 31st, 2015 amounts to KTND 1 366 are being signed and the guaranteed deposits amount to KTND 1 000. Tunisie Leasing (TL) - TUNINVEST SICAV Commercial papers During FY 2015, Tunisie Leasing has issued several commercial papers in favour of Tunisie SICAV : - Commercial papers issued in FY 2015 for a total amount of 5 000 KTND. The interest expense incurred by TF for the FY 2015 amounts to KTND 67. Commercial papers of KTND 18 000, issued in prior year’s period and matured in FY 2015. The interest expense incurred for the FY 2015 amounts to KTND 293. Deposit accounts for a total amount of 77 000 KTND. The interest expense incurred for the FY 2015 amounts to KTND 772. The outstanding amount of these financings as at December 31 st, 2015 amounts to KTND 22 000. Tunisie Leasing (TL) – Makateb El Horchani During FY 2015, Tunisie leasing purchased three parking places from the company MAKETEB HORCHANI for a total amount of KTND 45 (Tax Free). IFRS Consolidated Financial Statements as of December 31st, 2015 66 TUNISIE LEASING GROUP Tunisie Leasing (TL) - Société Dar El Jeld Finance lease The gross margin realized in FY 2015 on finance lease activities with Dar El JELD amounts to KTND 35. The financial outstanding as of December 31st, 2015 amounts to KTND 798 and the guaranteed deposits amount to KTND 500. Tunisie Leasing (TL) - AMEN BANK The operations realized between Amen Bank and Tunisie Leasing as of December 31 st, 2015 are detailed as shown below: - The balance of the account held by Amen Bank amounts to KTND 14 815 (creditor); - The loans granted by Amen Bank in favour of Tunisie Leasing amount to KTND 21 248; - Tunisie Leasing has recorded in its off-balance sheet a debt of an amount of KTND 883 corresponding to the remaining of the contribution of Amen Bank on behalf of Tunisie Leasing to the capital increase of Maghreb Leasing Algérie (MLA). This amount, considered as a loan, is repayable during a period of five years. Tunisie Leasing (TL) - PGI HOLDING Headquarters expenses sharing agreement In August 2011, Tunisie Leasing concluded with PGI Holding Company an agreement that provides sharing costs related to the headquarters. This agreement concerns the implementation of the material, human and computing means by PGI Holding Company in order to assist Tunisie Leasing in the field of development, the IT and legal domains. In return for these services, PGI Holding Company receives an annual remuneration equal to 0.5 per cent of the company's turnover with a ceiling of KTND 150. The amount of the costs carried by Tunisie Leasing during FY 2015 equals to KTND 150 tax free. 8.2 Relationship with the key-leaders The key leaders of the Group include the Presidents of the Board of Directors, Executive Directors, and the Deputy Managing Directors. 8.2.1 Remuneration Policy and benefits attribution to the key leaders The remuneration of the key leaders is given according to the rules suggested by the Committee of Remuneration and adopted by the Executive Board. 8.2.2 Amount of remuneration and benefits assigned to the key leaders The following table presents the amount of remunerations and benefits assigned to the key leaders: (KTND) Salaries and wages Bonus and premium Total IFRS Consolidated Financial Statements as of December 31st, 2015 2015 2014 2 518 2 067 12 39 2 530 2 106 67 TUNISIE LEASING GROUP Note 9. Events after the balance sheet date These financial statements are approved by the executive board on April 26 th, 2016. Consequently, they do not reflect the events that have occured after that date. IFRS Consolidated Financial Statements as of December 31st, 2015 68 Annexe 1: Contribution to consolidated income statement (KTND) TL MLA TF TLG Finance TLLD Groupe Alios Equity affiliates Total Interest and similar income Finance lease 54 444 34 736 - - - 73 357 - - 13 358 - - - 13 358 (33 036) (8 560) (4 075) (386) (2) (33 191) (79 250) Income of long term lease - 1 651 - 9 559 - 5 200 16 410 Expenses of long term lease Net gain on financial assets designated at fair value through profit or loss Net gain on available-for- sale assets - (928) - (5 420) - - (6 349) 7 - - 11 - - 18 340 - - - - - 340 Net gain on held to maturity assets 166 - 30 - - - 196 1 547 - - - - 5 534 7 081 Personnel expenses (8 438) (4 284) (2 710) (476) - (16 841) (32 749) Depreciation of property and equipment (1 295) (1 104) (666) (139) - (3 630) (6 834) Other operating expenses (4 617) (4 390) (1 565) (460) (67) (15 952) (27 052) 532 (758) (642) - - (8 154) (9 022) 76 - (317) (96) - (3 241) (3 578) Other ordinary income 100 652 39 - - - 791 Other ordinary losses (3) - (9) (2) - - Factoring Interest and similar expense Other operating income Counterpart risk Other risks Share of associates’ profits Profit before tax 162 538 (14) 1 384 1 384 9 823 17 015 3 442 2 590 (69) 3 081 1 384 37 267 (3 722) (4 355) (1 239) (540) - (1 049) - (10 906) Net profit for the year 6 101 12 660 2 203 2 050 (69) 2 032 1 384 26 361 Non controlling interest - (8 501) (134) (9) 100 (2 053) - (10 598) Income tax expense Net profit attributable to equity holders of the parent Percentage of contribution IFRS Consolidated Financial Statements as of December 31st, 2015 6 101 4 159 2 069 2 041 31 (21) 1 384 15 763 38,70% 26,38% 13,12% 12,95% 0,20% -0,14% 8,78% 100,00% 69 Annexe 2 : Contribution to consolidated Financial Position (KTND) TL MLA TF TLLD TLG Finance Groupe Alios Equity affiliates Total Cash and due from banks 674 42 039 - 1 115 51 009 48 - Financial assets designated at fair value through profit or loss 144 - - - - - - 144 18 330 - - - 54 - - 18 384 Financial assets - available-for-sale Loans and advances to customers Finance leases Factoring advances and loans Other loans and receivables Financial investments held to maturity Investment in associates 94 886 - - - - - - - - 618 252 186 955 - (11 963) 508 499 - - 1 301 743 89 440 - - 89 440 - - - - 2 166 - 194 - - - - 2 361 11 703 - 560 - 329 - - 12 592 - - - - - - 11 005 11 005 Current tax assets 487 7 189 110 166 1 176 - - 9 128 Other assets 422 480 322 - 4 818 - - 6 042 Property and equipment 2 577 1 200 70 1 073 95 248 - - 100 170 Intangible assets 6 868 4 231 459 19 876 10 128 - - 41 562 Deferred tax assets 1 548 1 409 823 58 998 4 234 - 9 070 663 172 243 504 91 977 10 325 672 259 4 283 11 005 1 696 525 Total Assets Financial liabilities Due to bank 240 194 81 416 45 583 3 924 415 812 89 - 787 018 Debts represented by securities 272 077 34 164 15 914 - 57 099 - - 379 254 13 288 11 264 3 093 - 34 384 - - 62 029 Current tax liabilities 1 301 6 945 482 113 3 843 - - 12 684 Other liabilities 4 024 205 313 986 2 767 - - 8 294 34 765 9 009 2 598 682 67 670 10 - 114 733 10 915 Due to customers Provisions Deferred tax liabilities 1 482 2 068 1 825 - 5 540 - - Issued capital 45 000 - - - - - - 45 000 Retained earnings 89 358 7 088 10 478 4 599 751 (254) 3 011 115 032 Net profit of the year 6 101 4 159 2 069 2 041 31 (21) 1 384 15 763 - 69 697 1 528 35 46 498 28 045 - 145 804 Total liabilities and equity 707 590 226 015 83 883 12 380 634 395 27 869 4 395 1 696 525 Percentage of contribution 41,71% 13,32% 4,94% 0,73% 37,39% 1,64% 0,26% 100% Non controlling interest IFRS Consolidated Financial Statements as of December 31st, 2015 70
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