• No results found

Nib Bank Merger Case

N/A
N/A
Protected

Academic year: 2021

Share "Nib Bank Merger Case"

Copied!
12
0
0

Loading.... (view fulltext now)

Full text

(1)

Will it be a win-win Proposition?

This case is written by Roma Israni1& Bakhtawar Shaikh2 , solely to provide for class discussion. The author may have disguised certain names and other identifying information to protect confidentiality.

This Publication may not be transmitted, photocopied, and digitalized, or otherwise reproduced in any form by means without the permission of copyright holder. This Case Study covers practical implications of Business theories, models, and structures. This is written for Financial Reporting and Analysis.

Its June, the last month of Pakistan’s fiscal year, After analyzing financial statements of NIB Bank, Mr.Shanawaz is looking disturbed because of bank’s performance, so many questions raised in the mind of Mr. Shanawaz that either the bank will perform well enough in future to support its operations or not? Will the bank continue its strategy for longer period? Will the economic indicators support the NIB bank for the future actions? He became further confused when MCB Bank has given them offer of merger. Would this attempt of merging will be beneficial for the NIB Bank? Either this merging option will reduce its risks of bankruptcy or not? If NIB Bank will not follow the MCB Bank offer of merging then what type of activities will make the bank more profitable than the option of merging?

For pondering over these situations, he along with the bank’s higher authorities’ recommendations have decided to hire external consultant for individually analyzing these financial statements and who will provide independent bank’s performance and also give suggestions for the future actions.

About NIB Bank Pakistan:

NIB bank is the subsidiary of Bugis investments (Mauritius) Pte. Ltd that is a wholly owned subsidiary of Fullerton Financial Holdings Pte. Ltd. NIB is amongst the largest foreign banks of Pakistan having the extensive 1 Roma Israni is student of MBA program studying at IBA Sukkur. She is currently working on the case in order to find some financial dilemmas regarding NIB Bank Pakistan. This case is solely written for Financial Reporting and Analysis.2 Bakhtawar Shaikh is student of MBA program studying at IBA Sukkur. She is currently working on the case in order to find some financial dilemmas regarding NIB Bank Pakistan. This case is solely written for Financial Reporting and Analysis.

(2)

branching network in 52 cities of Pakistan. Also one of the largest corporate entities with a paid up capital of PKR 103 billion. The NIB bank started its operations in October 2003 with the merger of National Development Leasing Corporation (NDLC) and the Pakistan operations of IFIC bank. From the start bank grew well and acquired The Pakistan operations of Credit Agricole Indosuez in 2004 and then On December 31st 2007, NIB successfully merged with Pakistan Industrial Credit & Investment Corporation ltd. (PICIC) and PICIC Commercial Bank ltd. (PCBL). With total assets swelling up to PRs. 176.7 billion, advances to PRs 82.2 billion and deposits to an amount of PRs 116.7 billion the merger resulted in formation the seventh largest commercial bank in the country in terms of distribution network The bank serves its customers through all financial and banking needs by having 170+ branches with online connections and 160 ATM. The bank satisfies its customers by providing world class financial products and services by different business units includes Retail Banking, Commercial Banking, Corporate and investment banking, and Treasury Services. The main stockholder of NIB is Temaesk through its wholly owned subsidiary Fullerton Financial Holdings ltd. Basically Temaesk is a Singapore based Investment Company incepted in 1974. NIB has a team of eight Board of directors. The NIB aims to be a high performing bank admired for inspired employees, satisfying customer services and for innovation. NIB bank CEO and director is Mr. Atif R. Bukhari.

Business Portfolio:

NIB has the vast portfolio of financial products that includes Deposits, Consumer loans, Wealth management, Trade Finance, Working Capital Finance, Seasonal Finance, and Medium Term Finance, Transaction banking, etc. And also the financial services through three different business units like:

Retail banking: Consumer banking includes the services by a bank to individual consumers, instead of companies, corporations or other banks.

Services offered include savings and transactional

accounts, mortgages, loans, debit, and credit cards.

Commercial Banking: Commercial bank is a division of a NIB bank, which

more specifically deals with deposit and loan services provided to corporations or large/middle-sized business.

Investment Banking: It is division of NIB that assists individuals,

corporations, and governments in raising financial capital by underwriting or acting as the client's agent in the issuance of securities.

(3)

Glimpse of the Financial Performance of NIB:

Since its inception in 2003 initially NIB performed well and grow itself by acquisition and merger. However the financial statements of NIB shows the instability of the profits and revenues the reason behind this is the economic indicators as well as the management decisions. Loss making NIB bank posted three years consecutive loss without declaring single penny of dividend to its shareholders. 37-members group of minority shareholders sent a letter to the Central Bank and request for hiring external auditor for saving the Pakistani holders. The stakeholders having the claim of about RS 2 billion in the bank’s capital. Due to the hidden and highlighting weaknesses bank had incurred loss of about RS 56.156 billion from 2010 to 2012. Stakeholders blamed the bank management for the losses and considering the administrative expenses as the contributing factor. Not only this, bank has increased its expenditures by booking seven floors at the PNSC building and is spending millions to reinvigorate the same building. And also bank has increased its salaries expense without any productive results.

The Bank has not declared any dividend to its shareholders since it is handed over by Temasek for six years back. Before acquisition of Temasek, bank was used to give dividend and bonuses every year. The share price of the bank was about RS 80 when it was PICIC Commercial Bank. In spite of claiming to be largest paid up capital, bank has not raised its share price more than Rs.3. share price is moving around RS 1.5 to RS 2.8.

After contacting the spokesman of NIB Bank, he admitted that losses has occurred since the last five years but bank has improved its performance from the first quarter of 2013, posted the profit before tax of about RS. 549 million compared to a loss before tax of RS 98 million in the year of 2012. He further pointed out its current new management that it is improving its policies and showing results. It is true that in previous years shareholders has not received any share in the bank’s earnings but now they will not be neglected because bank is now in position to increase its revenues. He further said that about the extravagant expenditures that bank has increased its revenues by 25% compared to its 10% expenditure. This is an economic move for the bank because the new location is cheaper place than the old place that was Pakistan’s most expensive place.

A tough decision to be made by NIB:

MCB Bank has showed interest in the acquiring assets of NIB Bank in order to obtain an advantage in the competitive industry of Pakistan. The merger will lead to the persistent work of operations share prices of both Banks. And this

(4)

will be done only with the permission of State Bank of Pakistan and also with the permission of SECP and CCP. NIB Bank has officially announced that by the merger of two banks stakeholders of the NIB Bank will remain the investor of the MCB Bank. These are the only talks between the banks nothing more than this declared by NIB management. According to some analyst If the both banks come to mutual decision of having a merger of MCB and NIB bank then this may be the win-win situation for both of the banks as MCB will get the benefit from the vastly expanded branch networking of NIB bank as MCB has adequate liquidity and capital buffer to grow itself through risky assets and take a initiate to expand and face the competition more strongly on the other hand NIB having lower capital adequacy of 12.5%, high cost to income of 95% in CY15. With 21% of total loan book currently classified, heavy cost structure, low interest rate environment and adverse changes in the minimum deposit rate last year, the bank’s earnings and business turnaround looks stretched.

Questions:

1. Analyze the performance of NIB bank through ratios by using financial statements provided in the Exhibits.

2. Comment over the flaws in the NIB bank’s financial performance after working through the ratio analysis.

3. What do you think would be the best decision for NIB? Whether to go for merger or not?

4. What should be the future steps that management of NIB should take in order to get stable profits in the coming years if it does not go for merger?

EXHIBIT 1

Income Statement

NIB Bank

2012 2013 2014 2015

+ Total Interest Income

14,095. 1 13,228. 1 15,144. 9 14,928.6

- Total Interest Expense 11,125.8 9,878.1 11,248.9 10,086.7

+ Net Interest Income 2,969.3 3,350.0 3,896.1 4,841.9

(5)

+ Commissions & Fees Earned 1,166.2 1,620.4 1,616.9 1,420.9

+ Other Operating Income 157.7 226.8 10.2 3.0

Net Revenue 5,353.0 6,195.3 6,625.8 10,429.8

- Provisions for Loan Losses 116.5 -751.0 1,536.5 199.2

Net Revenue After Provisions 5,236.5 6,946.3 5,089.3 10,230.5

- Non-Interest Expense 5,413.1 5,636.5 6,305.0 6,388.8

Operating Income or Losses -176.6 1,309.8 -1,215.7 3,841.8

- Net Non-Operating Losses (Gains) -617.1 -802.5 -575.1 10.0

Pretax Income 440.5 2,112.3 -640.6 3,831.8

- Income Tax Expense (Benefit) 178.4 532.3 423.3 1,390.8

Income Before XO Items 262.1 1,580.1 -1,064.0 2,441.0

- Extraordinary Loss Net of Tax 0.0 0.0 -443.3 -109.5

- Minority/Non-Controlling Interests

(Credits) 4.8 43.4 99.2 15.9

Net Income/Net Profit (Losses) 257.3 1,536.6 -719.9 2,534.6

EXHIBIT 2

Balance Sheet

NIB Bank

2011 2012 2013 2014 2015

Assets

+ Cash & Near Cash Items 7,411.5 7,282.0 7,681.5 7,767.0 9,602.9 + Inter banking Assets 16,711.0 4,788.6 3,142.2 8,582.7 3,693.8 + Short-Term Investments 39,386.4 75,139.9 53,768.3 47,558.3 86,364.6 + Net Loans 60,861.5 71,585.9 82,026.0 93,673.5 110,669.0 + Total Loans 84,489.2 94,879.8 104,583.9 117,653.6 135,028.0 - Reserve for Losses on

Loans 23,627.7 23,293.9 22,557.9 23,980.1 24,359.0 + Long-Term Investments 4,832.9 4,692.7 1,728.4 6,703.4 6,678.9 + Net Fixed Assets 2,722.9 2,754.1 2,879.3 3,033.1 3,086.4 + Other Assets 22,898.8 24,612.1 27,567.8 27,677.3 24,947.1

Total Assets 154,825.0 190,855.2 178,793.5 194,995.3 245,042.7

Liabilities & Shareholders’ Equity

(6)

+ Interest Bearing Deposits 58,882.3 58,434.7 69,697.3 65,146.4 74,835.8 + Saving Deposits 26,112.8 33,574.9 40,747.7 38,948.7 41,684.5 + Time Deposits 32,769.5 24,859.8 28,949.6 26,197.7 33,151.4 + Other Deposits 25,169.5 27,784.1 — — — + Customer Deposits 84,051.8 86,218.8 98,234.4 98,751.8 109,917. 6 + ST Borrowings & Repos 3,158.9 4,875.6 9,516.0 9,091.6 23,058.3 + Other Short-Term Liabilities 2,574.2 5,193.3 3,836.9 3,271.7 4,105.4 + Long-Term Borrowings 51,376.4 80,171.9 51,506.7 66,948.1 89,872.3 + Other Long-Term Liabilities — 0.0 0.0 0.0 0.0

Total Liabilities 141,161.3 176,459.6 163,094.0 178,063.1 226,953.5

+ Total Preferred Equity 0.0 0.0 0.0 0.0 0.0 + Minority Interest 0.0 0.0 0.0 0.0 0.0 + Share Capital & APIC 103,028.5 103,028.5 103,028.5 103,028.5 103,028.5 + Retained Earnings & Other

Equity 89,364.9- 88,632.9- 87,329.1- 86,096.3- 84,939.4

-Total Equity 13,663.7 14,395.6 15,699.5 16,932.2 18,089.2 Total Liabilities & Equity 154,825.0 190,855.2 178,793.5 194,995.3 245,042.7

Source: Annual reports of the bank

EXHIBIT 3

Statement of Cash Flows

NIB Bank

2012 2013 2014 2015

Cash From Operating Activities

+ Net Income 257.3 1,536.6 -719.9 2,534.6

+ D&A and Provision for Loan

Losses 703.7 -121.9 2,187.2 835.7

+ Other Non-Cash Adjustments

-1,178.4 -971.3 -851.5 2,497.7

+ Changes in Non-Cash Capital

-1,622.5 1,071.7- 1,635.3 1,554.7

-Cash From Operations

-1,839. 9 -628.2 -1,019. 4 2,427.3

Cash From Investing Activities

(7)

+ Capital Expenditures -130.1 -447.8 -599.5 -450.6 + Increase in Investments -34,580. 8 0.0 0.0 -36,633. 7 + Decrease in Investments 0.0 23,623.8 4,152.5 0.0 + Change in Loans 369.5 8,380.1 -18,758. 6 -11,100. 8

+ Other Investing Activities 212.1 151.8 774.9 321.3

Cash From Investing Activities

-34,096 .4 15,038.3 -14,357 .8 -47,852 .3 Cash from Financing Activities

+ Dividends Paid -0.4 -1.4 0.0 0.0

+ Change in Short-Term Borrowings

29,488. 6

-24,239.

8 11,122.1 22,761.6

+ Increase in Long-Term Borrowings 0.0 0.0 4,197.2 0.0

+ Decrease In Long-Term

Borrowings -1.6 3,992.8- 0.0 -1.7

+ Increase in Capital Stocks 0.0 0.0 0.0 0.0

+ Decrease in Capital Stocks 0.0 0.0 0.0 0.0

+ Change in Deposits 5,622.2 13,793.3 215.1 25,296.8

+ Other Financing Activities 1.6 97.1 -203.2 415.9

Cash from Financing Activities

35,110 .4

-14,343

.6 15,331.2 48,472.6

Net Changes in Cash -825.9 66.5 -46.1 3,047.5

Source: Annual reports of the bank

Exhibit 4.

Projected consolidated statements after if the merger

takes place.

(8)

PROJECTED CONSOLIDATED INCOME STATEMENT NIB BANK

2016 2017 Mark-up / return / interest earned

147373 21

150714 57 Mark-up / return / interest expensed 10086690 11248871

Net mark-up / interest Income 4650631 3822586

Provision against non-performing loans and advances 199229 1536501 Provision / (reversal) for diminution in the value of investments 184639 -11561

Bad debts written off directly 2248 2421

38611

6 1527361

Net mark-up / interest income after provisions

42645 15

22952 25

NON MARK-UP / INTEREST INCOME Fee, commission and brokerage income

142093 1

161686 9

Dividend income 191231 73483

Income from dealing in foreign currencies 357056 587181 Gain on sale of securities - net 4007787 509014 Unrealized gain / (loss) on revaluation of investments classified as

held-for-trading -14731

Other income 41582 89578

Total non-mark-up / interest income 6003856 2876125

Total markup plus non-mark-up income

10268 371

51713 50

NON MARK-UP! INTEREST EXPENSES Administrative expenses

618481 9

609609 8 Other provisions / write offs 141402 140376

Other charges 96877 66075

Total non-mark-up / interest expenses 6423098 6302549

Share of (loss)/ profit of associates -13473 490574

Profit / (loss) before taxation from continuing operations 3831800

-64062 5 Taxation – Current 207359 215001 - Prior years 10851 - Deferred 1,183,431 197477 1,390,7 90 423,329

(9)

Profit gloss) after taxation from continuing operations 2,441,010

-1,063, 954 DISCONTINUED OPERATIONS

Profit from discontinued operations - net of tax 109524 443.257

PROFIT/(LOSS) AFTER TAXATION 2,550,534

-1,063, 511

PROJECTED CONSOLIDATED STATEMENT OF FINANCIAL POSITION NIB BANK

2016 2017

ASSETS

Cash and balances with treasury banks 10052543 8063675 Balances with other banks 1645086 586418 lending to financial institutions 1599044 7699646

Investments 96023597 59670691

Advances 110668994 93673494

Operating fixed assets 3086446 3033057

Intangible assets 890491 2926075

Deferred tax assets – net 9359609 9992164

Other assets 7157979 9350081

Assets held for sale 4558914

245042703 194995301

LIABILITIES

Bills payable 2576216 2740528

Borrowings 85676741 62750894

Deposits and other accounts 130399643 105102800

Sub-ordinated loans 4195516 4197195

Liabilities against assets subject to finance lease Deferred tax liabilities

Other liabilities 3463013 3271665

Liabilities held for sale 642415

226953544 178063082

Owners’ equity

Share capital 103028512 103028512

Reserves 997582 474123

(10)

Accumulated loss -40416118 -42432340

Shareholders' equity 17840353 15300672

Surplus on revaluation of assets - net 248806 1631547

18089159 16932219

245042703 194995301

PROJECTED CONSOLIDATED STATEMENT OF CASH FLOWS MCB BANK

2016 2017 CASH FLOWS FROM OPERATING ACTIVITIES IN RS (000)

Profit / (loss) 4029136 -107897

Less: Dividend income -191231 -92743

383790

5 200640

-Adjustments for non-cash Items

Depreciation 311847 309133

Amortization 324637 341516

Impairment charge on tangible fixed assets 27941 Gain on sale of securities – net

-400778

7 -729629 Gain on sale of operating fixed assets – net -8780 -37907 Gain from insurance against loss of fixed assets – net -64 -162

Fixed assets written oft 8619

Provision against non-performing loans and advances 199229 1536501 Bad debts written off directly 2248 2421 Provision / (reversal) for diminution in the value of investments 184639 -11561 Unrealized loss / (gain) on revaluation of investments classified as

held-to-trading 14731 -21558

Other provisions / write offs 141402 140376 Share of profit of associates -1948 -548290

-280328

6 980840

103461

9 780200

(Increase)/decrease In operating assets

Lending to financial institutions 610060

(11)

-0 Net investments in held-for-trading securities -853935 367686 Advances -172013 76 -131864 49 Other assets (excluding advance taxation) 2001606

-154551 2

Increase /(decrease) In operating liabilities

Bills payable -164286 -122135

Borrowings 22925847 11,244,221

Deposits and other accounts 25296843 215069

Other liabilities 406995 -457435 395469 15 -827648 5

Income tax paid -353261 -257708

Net cash generated from / (used in) operating activities 39193654

-853419 3

CASH FLOWS FROM INVESTING ACTIVITIES

Net investments in available-for-sale securities

-366582

38 9127520 Net investments in held-to-maturity securities 24504

-497503 1 Net investments in associates 321120 773898

Dividend received 191231 93336

Payments for capital work in progress -272189 -327379 Acquisition of property and equipment -169470 -270795 Acquisition of intangible assets -8935 -1284 Sale proceeds of property and equipment disposed off 11468 72780 Recovery from Insurance company against loss of assets 181 1030

Net cash (used in) / generated from investing activities

-365603

28 4494075

CASH FLOWS FROM FINANCING ACTIVITIES (Redemption) / receipt of sub-ordinated loans Dividend paid

Receipt from non-controlling unit holders PICIC Mutual Funds Net cash generated from financing activities

Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash

equivalents at end of the year

(12)

95

Dividend paid -45 -22

Receipt from non-controlling unit holders PICIC Mutual Funds 415,934 203,168

-Net cash generated from financing activities

414,21 0

3,994,0 05

Net increase / (decrease) in cash and cash equivalents 3,047,536 -46,113

Cash and cash equivalents at beginning of the year 8,650,093 8,696,206

References

Related documents

第一章 多重股东代表诉讼制度概述 3 第一章 多重股东代表诉讼制度概述 第一节 股东代表诉讼的局限性与发展 一、案例导入 张鑫与 SDT 公司是

Drawing on both quantitative conflict event data, and qualitative sources, we present a comparative analysis of Boko Haram and the LRA to demonstrate the importance of

The purpose of this paper is to determine to what extent hotels follow numerological superstitions in their floor and room numbering, if more accidents or complaints occur on

MacMillan’s Seven Last Words from the Cross (1993) and Stabat Mater (2016) are comparable on many levels, seen in their choral and orchestral forces, sacred texts, length, and

N.B.: IVA e Spese di Spedizione escluse Salvo esaurimento scorte Storage Backup - NAS e SAN. SISTEMI

This study, primarily seeks to examine the role of the Students Loan Trust Fund (SLTF) in financing access to tertiary education in Ghana, while looking at some of the challenges

To move the product, turn the power off and unplug the power cord, the antenna cable and any other wires connected to the product.. y Otherwise, it may result in electric shock

processual, suggests that relationships cannot be taken for granted or assumed, and can, when attended to, enrich university communities in ways that are unpredictable. This project