=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 December 13, 2002 ----------------- BBVA Banco Frances S.A. (Exact name of registrant as specified in its charter) BBVA Banco Frances S.A. ----------------------- (Translation of registrant's name into English) Reconquista 199, 1006 Buenos Aires, Argentina (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A --- =============================================================================== BBVA Banco Frances S.A. TABLE OF CONTENTS Item ---- 1. Press Release dated December 11, 2002 titled "BBVA Banco Frances (NYSE; BFR.N; BCBA:FRA.BA; LATIBEX: BFR.LA) Reports Consolidated Third Quarter Earnings for Fiscal Year 2002" SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BBVA Banco Frances S.A. Date: December 13, 2002 By: /s/ Maria Elena Siburu de Lopez Oliva -------------------------------------- Name: Maria Elena Siburu de Lopez Oliva Title: Investor Relations Manager [BBVA LOGO] Banco Frances CONTACT: Maria Elena Siburu de Lopez Oliva Investor Relations Manager Phone: (5411) 4341 5035 E-mail: [email protected] Maria Adriana Arbelbide Investor Relations Phone: (5411) 4341 5036 E-mail: [email protected] ------------------------------------------------------------------------------- December 11, 2002 BBVA BANCO FRANCES (NYSE; BFR.N; BCBA:FRA.BA; LATIBEX: BFR.LA) REPORTS CONSOLIDATED THIRD QUARTER EARNINGS FOR FISCAL YEAR 2002 Executive summary o Net income for the third quarter of fiscal year 2002 accounted for a $622.2 million loss. During the present quarter Banco Frances continued with its high provisioning policy, implemented since December last year on anticipating the present crisis. Management expects to continue with such policy and make all necessary loan loss provisions during the present fiscal year. In that sense, during this third quarter the Bank accounted for a $202.3 million provision for loan losses. o Operating income before Provision for loan losses, which had a recurrent positive behavior in the post-crisis period, was negatively impacted by the shrinkage in the Net financial margin during the third quarter. High interest rates fostering an increase in the cost of funds during July and August, together with a decrease in the CER adjustment (Stabilization index) and currency appreciation had a negative effect in the Net financial margin. Management expects such effect to reverse in the near future, on the back of a more stable environment that would normalize macroeconomic variables (inflation and devaluation) and interest rates to more reasonable comparative levels. o Administrative expenses decreased 10.5% and 49.8% as compared to the June 2002 and September 2001 quarter. Furthermore, the Bank continues its strong commitment towards cost control with the implementation of a cost rationalization plan in place during the present fiscal year. o The losses of present fiscal year will be covered by equity injections that will strengthen the Bank's capital base. During the present month, Banco Frances will conduct a capital increase mainly through the capitalization of debt. BBVA, the Bank's main shareholder, has publicly announced its intention to capitalize US$ 130 million of subordinated debt issued by Banco Frances and a US$79.3 million loan granted by BBVA on April 4, 2002. -1- The value of the subordinated senior debt was set at US$58.10 per US$100 NV, on the back of the valuation reports issued by BDO and KPMG. On assuming a $3.55 per 1US$ exchange rate, the resulting capital increase of this debt capitalization transaction should amount to approximately $743 million. o Total deposits at Banco Frances, on excluding rescheduled deposits, showed a constant and sustained increase during the present quarter. The quarterly increase was 20%, mainly driven by a significant 52% raise in time deposits. o The Board of Directors expects to find in year 2003 the necessary stable environment for business development. Third quarter of Fiscal Year 2002 The path to recovery remains difficult. Aside from export and import substitution sectors, activity in the domestic-demand oriented sectors of the economy remained flat, or even had a negative behavior, mainly due to a lack of financing. EMI industrial production index, which has grown for four consecutive months so far this year, increased 1.6 % over the previous quarter although it is still 9.2 % below the third quarter of 2001. Monetary stability has stopped the conversion of pesos into dollars. The FX market reflected this change in expectations and the Central Bank reserves reached U$S9.4 billion at the end of September (an increase of U$S570 million over the lows hit in early August). On top of that, expectations that Argentina would reach an agreement with the International Monetary Fund brought about a return of confidence. Pressure on the financial system has eased off during the third quarter. Figures of total deposits have been distorted by the decrease stemming from the first exchange plan and the payment of legal injunctions. However, on considering time deposits of less than 90 days term as the reflection of depositors' behavior, it can be seen an important increase of $5.3 billion. The stability of the system is still threatened by the rescheduled deposits that have not been swapped and pending legal injunctions. The first voluntary exchange - offering depositors in the Argentine banking system the opportunity to exchange their rescheduled deposits for newly issued government bonds attained a 22% acceptance level in the financial system, while the second swap - ending on December 12, 2002 - is not being as successful as expected mainly due to the lack of a judicial definition. However, fears of a massive run did not materialize after the lifting of the restrictions set by the so-called corralon, last October, and most recently, in December, when the Ministry of Economy removed all restrictions on sight accounts. As of October 1, deposit holders with savings up to $7,000 could withdraw funds freely. Nonetheless, the recent stability of the currency and high interest rates prompted the majority of deposit holders to keep their funds in fixed term deposits. Similarly, last December 2 the Ministry of Economy removed all restrictions on cash withdrawals on demand accounts and deposits continue to show a positive behavior. Operating results of financial institutions continued to show the negative impact of a further deterioration in asset quality, with the rise in large corporations' non-performance that prompted a higher provisioning. As for the financial margin, net interest margin reduced during the present quarter. It is important to bear in mind that financial margin is impacted not only by interest rates but also by devaluation, inflation and CER adjustment. During the present quarter CER adjustment (Stabilization index) reached 9.77% as compared to 19.21% during the previous quarter while currency appreciated from $3.8/US$ as of June 2002 to $3.7/US$ by the end of the third quarter. Interest rates, following the peak observed during the second quarter, began to decrease by the end of the third quarter. As of January 2001 financial statements are to be adjusted by inflation. The September quarter figure raised the accumulated wholesale price increase to 121.4% from 96.3 % in June, while the accumulated increase in consumer prices rose from 30.5 % in June to 39.7 % in September. -2- The Business: The Argentine financial crisis prompted the shrinkage of business activities. Accordingly, Banco Frances has redefined its business strategy as well as the products and services that it offers to its clients. The rebuilding of a new financial system with no restrictions on the use of cash, on the back of restoring depositors' confidence, will take time. Until the intermediation business recovers, the Bank's banking activities will most likely be limited to providing certain traditional commercial banking services which include the management of means of payment (with emphasis on electronic means), the provision of bank accounts for transactional purposes and operation of credit cards, transactional deposit taking, the provision of credit facilities limited to overdrafts on demand accounts and credit-card financing. The Bank will also develop alternative financial products to replace the traditional intermediation business. Since the first quarter of 2002 the Bank began to redefine its operating structure to adjust to the new business profile including branch closures and personnel reduction. During the second and third quarters this process was accelerated; the Bank closed branches and further reduced the number of employees, implementing strict rationalization measures. Staff was reduced by approximately 790 people during the first nine-month period. As of the date of the present press release the Bank has merged 70 branches. Presentation of Financial Information It is important to note that: o following the devaluation of the peso and an increase in inflation, the Argentine Exchange Commission (CNV) and the Central Bank of Argentina mandated inflation adjustment in all financial statements. According to generally accepted accounting principles in Argentina, financial statements are to be restated to reflect the overall effect of inflation on the purchasing power of the peso using coefficients based on the general wholesale price index (WPI) published by the National Institute of Statistics and Surveys. Inflation adjustment is mandatory whenever the index exceeds the 8% per year level established by the Argentine Federation of Professional Councils in Economic Sciences. During the September 2002 quarter WPI grew by 12.81%. The current crisis has distorted relative prices in the economy. Banco Frances estimates for FY 2002 an increase of 42% in the CPI as compared to an increase of 119% in the WPI, a 260% devaluation and no increase in salaries. There are no records of such a gap between the WPI and the CPI in the Argentine inflation adjustment system. This, together with the devaluation effect, is distorting the Financial Statements of Banco Frances and the present fiscal year Net income, with a WPI adjustment which does not reflect relative prices in the economy. However, it is important to consider that the inflation adjustment regulations provide for an increase in Net Worth in the same amount that is reflected as a cost in the Profit and Loss Statement. o accordingly and for the sake of comparison, information for previous quarters has been restated in constant Argentine pesos as of September 30, 2002. o all foreign currency transactions accounted for at a free exchange rate as of June 30 have been translated into Argentine pesos at the exchange rate of Ps. 3.73 = US$ 1.00 quoted by Banco Nacion Argentina on that date. o information in this press release consolidates only banking activities on a line by line basis. The Bank's interest in the Consolidar Group is accounted for by the equity method; the holdings and results are included in Investments in other companies and Income from equity investments, respectively. Similarly and for the sake of -3- comparison, following the sale of BBVA Banco (Uruguay), figures as of September and December 2001 are presented in this press release including the Bank's interest in BBVA Banco (Uruguay) by the equity method. THIRD QUARTER EARNINGS ------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Condensed Income Statement (1) Quarter ended 09/30/02 vs. Qtr ended in $ thousands except income per share, income per --------------------------------------------------------------------- ADS and percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ------------------------------------------------------------------------------------------------------------------------------- Net Financial Income (128,193) 207,458 364,268 -161.79% -135.19% Provision for loan losses (202,338) (250,619) (105,077) -19.26% 92.56% Net income from services 54,333 80,358 127,838 -32.39% -57.50% Administrative expenses (132,790) (148,419) (264,426) -10.53% -49.78% Operating income (408,988) (111,222) 122,603 -267.72% -433.59% Income (loss) from equity investments 2,955 14,134 12,389 -79.10% -76.15% Income (Loss) from Minority interest 4,804 10,669 (715) -54.97% -771.70% Other income/expenses (243,989) (285,654) (70,728) -14.59% 244.97% Inflation adjustment 23,215 46,383 - -49.95% - (220) (1,340) (7,896) -83.59% -97.22% Income tax Net income for the period (622,222) (327,030) 55,653 -90.26% -1218.05% Net income per share (2) -2.97 -1.56 0.27 -90.26% -1218.05% Net income per ADS (3) -8.90 -4.68 0.80 -90.26% -1218.05% ------------------------------------------------------------------------------------------------------------------------------- (1) Exchange rate: 3.73 Ps. = 1 US$ (2) Assumes 209,631,892 ordinary shares outstanding. (3) Each ADS represents three ordinary shares. ------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Net income for the third quarter of fiscal year 2002 accounted for a $622.2 million loss as compared to a $327 million loss registered in the previous quarter. Operating income as of the present quarter was negatively impacted by shrinkage in the net financial income while the Bank continued with the high provisioning policy regarding loan losses and losses related to the payment of legal injunctions. The gain accounted for in Income/loss from Equity Investments is mainly explained by the results of the Consolidar Group and of BBVA Banco (Uruguay). ----------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended 09/30/02 Quarter ended vs. Qtr ended ------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ----------------------------------------------------------------------------------------------------------------------------------- Return on Average Assets (1) -15.33% -6.71% 0.99% 128.63% -1647.29% Return on Average Shareholders'Equity (1) -131.05% -55.43% 10.07% 136.41% -1401.99% Net fee Income as a % of Operating Income -73.56% 27.92% 25.98% -363.47% -383.17% Net fee Income as a % of Administrative Expenses 40.92% 54.14% 48.35% -24.43% -15.37% Adm. Expenses as a % of Operating Income (2) -179.79% 51.57% 53.73% -448.64% -434.59% ----------------------------------------------------------------------------------------------------------------------------------- (1) Annualized (2) Adm.Expenses / Net financial income + Net income from services ----------------------------------------------------------------------------------------------------------------------------------- -4- Net financial Income: During the September 2002 quarter Net financial income was negatively impacted by a decrease in the average spread of the Bank due to higher interest rates which fostered an increase in the cost of funds during July and August (from 34.2% in the previous quarter to 43.5% in the present quarter) combined with a decrease in the CER adjustment - from an annual 77.07% level in the second quarter to 38.76% as of the third quarter. Furthermore, currency appreciation from $3.8/US$ by the end of June 2002 to $3.73/US$ as of the end of the present quarter, had also a negative effect over the financial margin. Management expects such effect to reverse in the near future, on the back of a more stable environment that would normalize macroeconomic variables (inflation and devaluation) and interest rates to more reasonable comparative levels. Total loan portfolio: The chart below shows the composition of the loan portfolio in monthly balances. ------------------------------------------------------------------------------------------------------------------------------ % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended -------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ------------------------------------------------------------------------------------------------------------------------------ Net total loans 8,876,221 9,651,518 10,113,168 -8.03% -12.23% Advances 466,485 705,706 1,432,712 -33.90% -67.44% Notes discounted and purchased 20,753 64,347 752,294 -67.75% -97.24% Consumer Mortgages 546,336 668,135 1,715,176 -18.23% -68.15% Personal loans 233,058 309,141 904,121 -24.61% -74.22% Credit cards 138,791 172,659 520,644 -19.62% -73.34% Secured with chattel mortgages 18,138 26,114 58,868 -30.54% -69.19% Loans to financial sector 108,536 43,416 875,240 149.99% -87.60% Loans to public sector 5,367,688 5,825,872 2,291,260 -7.86% 134.27% Other 3,215,108 3,128,610 2,031,068 2.76% 58.30% Less: Allowance for loan losses (1,238,672) (1,292,483) (468,215) -4.16% 164.55% ------------------------------------------------------------------------------------------------------------------------------ Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Total loans to the Public sector including CER adjustment and interest amounts to $6.9 billion. Total exposure including loans and bond portfolio amounts to aprox. $10 billion as of September 30, 2002. It is important to consider that Public sector loan portfolio will decrease with the payment of the acquisition of the necessary bonds (BODEN 2012 and 2013) to be delivered to those depositors who have exchanged their rescheduled deposits for government bonds in the June and October exchange plans. Banco Frances will reduce its exposure to the Public Sector by $778 million ($1018.4 million including interest and CER adjustment) due to the first exchange plan; the second exchange plan is expected to end in December 12. Government and Private Securities The following chart shows total exposure of the Bank in government and private securities as of September 30, 2002, including repurchase agreement transactions. The increase in total bond portfolio as compared to the previous quarter is mainly related to the accrediting of 70% of the compensatory bond. The Investment accounts include the Bono Patriotico - previously included in the Trading accounts - for a total amount of US$ 202 million, restated in pesos at the $3.73/US$ exchange rate. The remaining holdings were converted into pesos at $1.4/US$ and adjusted by CER. -5- -------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 -------------------------------------------------------------------------------------------------------------------------------- Holdings 2,611,644 1,936,705 6,675,641 34.85% -60.88% Trading 105,063 139,581 1,770,507 -24.73% -94.07% Liquidity Requirements - - - - - Investment Accounts 79,883 889,933 3,673,196 -91.02% -97.83% Investment Accounts( RML) - - 323,198 - -100.00% Compensatory bond 1,596,103 - - - - Other fixed income securities 830,595 907,190 908,739 -8.44% - Repurchase Agreements 753,129 48,594 260,832 1449.84% 188.74% B.C.R.A. (Reverse repo) - - - - - Trading (Reverse repo) - - - - - Investment Accounts (reverse repo) 753,129 48,594 260,832 1449.84% 188.74% Trading (Reverse repo) - - - - - Net Position 3,364,773 1,985,299 6,936,473 69.48% -51.49% Trading 105,063 139,581 1,770,507 -24.73% -94.07% Investment Accounts 833,012 938,527 3,934,029 -11.24% -78.83% Investment Accounts (RML) - - 323,198 - -100.00% Compensatory bond 1,596,103 - - - - Other fixed income securities 830,595 907,190 908,739 -8.44% -8.60% -------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. N.B: The present chart includes 70% of the Compensatory bond - BODEN 2012. The remaining 30% is accounted for in Other banking receivables until its accrediting Net Position as of June 2002 includes $ 362 million of Private Bonds Income from Securities and short term investments ------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended 09/30/02 Quarter ended vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ------------------------------------------------------------------------------------------------------------------------------- Income from securities and short-term investments 35,690 58,119 219,168 -38.59% -83.72% Trading account 4,986 6,953 5,388 28.28% -7.45% Investment account 18,987 15,724 189,576 20.75% -89.98% Other fixed income securities 11,717 35,442 24,204 -66.94% -51.59% CER adjustment 19,276 21,953 - -12.19% - CER adjustment - - - - - CER adjustment 5,237 7,252 - 27.79% - CER adjustment 14,040 14,701 - 4.50% - ------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Net income from securities and short-term investment decreased 38.6% and 83.7% in real terms as compared to the quarters ended June 30, 2002 and September 30, 2001, respectively. -6- Funding Sources: --------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended --------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 --------------------------------------------------------------------------------------------------------------------------------- Total deposits 6,822,416 8,071,132 15,303,059 -15.47% -55.42% Current accounts 1,353,321 1,551,298 1,993,624 -12.76% -32.12% Saving accounts 486,266 719,767 2,334,845 -32.44% -79.17% Time deposits 2,432,896 1,805,818 10,855,046 34.73% -77.59% Rescheduled deposits 2,371,636 3,889,202 - -39.02% - Other 178,297 105,048 119,545 69.73% 49.15% --------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Total deposits decreased 15.5% and 55.4% as compared to June 2002 and September 2001 quarters. The decrease is mainly related to the first exchange plan ended in July and the payment of legal injunctions. The $1,018.4 million rescheduled deposits, as of July 31, to be exchange for government bonds - Boden 2012 - is accounted for in Other banking liabilities ($1,081.8 million as of September 30) until the swap becomes effective. The following chart shows the evolution of deposits in nominal terms, with a 20% increase in sight accounts and time deposits (on excluding rescheduled deposits), showing a significant 52% growth in time deposits. It is important to mention that Total deposits at Banco Frances, on excluding rescheduled deposits, showed a constant and sustained increase during the present quarter. Deposits increased $82 million in July, $452 million in August and $150 million in September. ----------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended ----------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ----------------------------------------------------------------------------------------------------------------------------------- Total deposits 6,822,416 7,154,618 6,910,927 -4.64% -1.28% Current accounts 1,353,321 1,375,141 900,329 -1.59% 50.31% Saving accounts 486,266 638,034 1,054,426 -23.79% -53.88% Time deposits 2,432,896 1,600,759 4,902,185 51.98% -50.37% Rescheduled deposits 2,371,636 3,447,565 - -31.21% - Other 178,297 93,119 53,987 91.47% 230.26% ----------------------------------------------------------------------------------------------------------------------------------- As previously mentioned, on December 2, 2002 the Ministry of Economy removed all restrictions on cash withdrawals on demand accounts and there was neither a massive withdrawal nor a conversion into dollars. -7- Other Funding Sources: ----------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands 09/30/2002 06/30/2002 09/30/2001 06/30/2002 09/30/2001 ----------------------------------------------------------------------------------------------------------------------------- Lines from other banks 2,264,149 2,595,188 1,008,303 -12.76% 124.55% Negotiable Obligations 559,005 643,018 663,658 -13.07% -15.77% Subordinated Debt 645,216 746,347 527,393 -13.55% 22.34% Total other funding sources 3,468,370 3,984,553 2,199,355 -12.95% 57.70% ----------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Changes shown in the chart above are affected by the difference in the exchange rate of dollar denominated liabilities. Foreign currency funding sources, expressed in dollars, are shown in the chart bellow. ----------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Other dollar funding sources Quarter ended 09/30/02 vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ----------------------------------------------------------------------------------------------------------------------------- Lines from other banks 604,578 601,927 423,169 0.44% 42.87% Negotiable Obligations 150,000 150,000 299,711 0.00% -49.95% Subordinated Debt 157,033 152,153 178,173 3.21% -11.86% Total other funding sources 911,611 904,080 901,053 0.83% 1.17% ----------------------------------------------------------------------------------------------------------------------------- Asset Quality: ----------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended ---------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ----------------------------------------------------------------------------------------------------------------------------- Nonaccrual loans (1) 804,629 570,583 583,314 41.02% 37.94% Allowance for loan losses 1,238,672 1,292,483 468,215 -4.16% 164.55% Nonaccrual loans/net total loans 7.95% 5.21% 5.51% 52.58% 44.30% Allowance for loan losses/nonaccrual loans 153.94% 226.52% 80.27% -32.04% 91.79% Allowance for loan losses/net total loans 12.25% 11.81% 4.42% 3.69% 176.75% ----------------------------------------------------------------------------------------------------------------------------- (1) Nonaccrual loans include all loans to borrow ers classified as "Problem", "deficient Servicing", "High Insolvency Risk", "difficult Recovery", "Irrecoverable" and "Irrecoverable for Technical decision" according to the new Central Bank debtor classification system. ----------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Allowance for loan losses include $63.96 million provisions related to the exchange rate difference of certain foreign trade loans still not converted into pesos -8- During the present quarter asset quality further deteriorated, with emphasis in triple A companies, some of which hold dollar denominated debt in the international markets and have peso denominated tariffs. Accordingly and following the Bank's high provisioning policy, Banco Frances accounted for a $202 million provision during the present quarter. The Non-performing ratio provided in this press release is information included in the Bank's MIS for internal purposes; there are still pending regulations from the Central Bank in order to calculate the definite Non Performing ratio. The ratio increased from 5.51% and 5.21% as of September, 2001 and June, 2002 to 7.93% as of the present quarter. The coverage ratio - Allowance for loan losses / Total non-performing loans - moved to 153.97% as of September, 2002 from 80.27% as of September 2001. It is important to highlight that due to the severe present crisis certain risk assets such as corporate senior debt purchased and guarantees granted by the Bank fall into the non-performing category. Accordingly, on considering Total Financing, the non-performing ratio reaches 10.30% as of September 30, 2002, with a coverage ratio of 96.2% - on excluding $63.96 million of provisions related to the exchange rate difference of certain foreign trade loans still not converted into pesos. Management expects to continue with its provisioning policy in the last quarter of present fiscal year. The following chart shows the evolution of Allowance for loan losses, which do not include allowances related to Other banking receivables: --------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 06/30/02 vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands except percentages 06/30/02 03/31/02 06/30/01 03/31/02 06/30/01 --------------------------------------------------------------------------------------------------------------------------------- Balance at the beginning of the quarter 1,292,486 1,598,321 462,617 -19.13% 179.39% Increase in constant currency 126,406 241,692 107,971 -47.70% 17.07% Decrease in constant currency (29,639) (41,196) (74,373) -28.05% -60.15% Exchange rate difference (150,581) (506,331) - -70.26% - Balance at the end of the quarter 1,238,672 1,292,486 496,215 -4.16% 149.62% --------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. The increase in constant pesos includes a $163.4 million loan loss provision registered during the quarter and a provision for the exchange rate difference of certain foreign trade loan portfolio converted into pesos. During the present quarter some $37.98 million of such provision have been reversed. Income from services net of other operating expenses Net income from Services decreased 32.4% and 57.5%, in constant pesos as of September 2002, as compared to June 2002 and September 2001 quarter, respectively. It is important to consider that figures as of the March 2002 and the June 2001 quarters were restated using the WPI of approx. 12.8% and 121.4%. Comparing figures in nominal terms, Net income from services decreased 14.4% and 3.9% as compared to the June 2002 and September 2001 quarters, respectively. Fees related to foreign trade and insurance grew 55.7% and 11.8%, respectively, in nominal terms, as compared to the previous quarter. Such growth was more than offset by lower fees related to service charges on deposit account, credit card transactions and other fees. The decrease in credit card fees is explained by lower consumption and by the elimination of the VISA reserve fund fee. Other fees decreased 12% - in nominal values - as compared to the previous quarter mainly due to the deceleration on the rhythm of loan cancellations, which was -9- particularly high in the previous quarter. As for service charges on deposit accounts, the decrease is mainly explained by a reduction in the use of overdrafts. Government measures implemented by the end of 2001 and the beginning of the present fiscal prompted a massive demand of banking services. Improvements in information technology, continuous investment in technology and the restructuring of the sales force and distribution network based on business segments and specialization enabled the Bank to focus its efforts on providing such services. It is important to note that fees related to foreign currency sales and purchases are not accounted for in Net income from services but in Net financial income. As of September 2002 such fees amounted to approx. $11 million, compared to $14.7 million as of June 2002. ----------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ----------------------------------------------------------------------------------------------------------------------------------- Net income from services 54,333 80,358 127,838 -32.39% -57.50% Service charge income 64,290 90,504 155,661 -28.96% -58.70% Service charges on deposits accounts 25,860 35,575 61,597 -27.31% -58.02% Credit and operations 11,945 17,795 29,848 -32.87% -59.98% Insurance 2,183 2,373 4,901 -8.04% -55.47% Capital markets and securities activities 2,275 3,995 19,504 -43.05% -88.33% Fees related to Foreign trade 4,761 3,657 4,172 30.17% 14.10% Other fees 17,267 27,107 35,639 -36.30% -51.55% Services Charge expense (9,957) (10,146) (27,823) -1.86% -64.21% ----------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. Administrative expenses ------------------------------------------------------------------------------------------------------------------------------- % Change Qtr ended Quarter ended 09/30/02 vs. Qtr ended ------------------------------------------------------------------------------- in $ thousands except percentages 09/30/02 06/30/02 09/30/01 06/30/02 09/30/01 ------------------------------------------------------------------------------------------------------------------------------- Adminitrative expenses (132,790) (148,419) (264,426) -10.53% -49.78% Personnel expenses (62,885) (73,665) (147,742) -14.63% -57.44% Electricity and Communications (6,743) (5,894) (9,949) 14.39% -32.23% Advertising and Promotion (5,279) (4,236) (10,534) 24.62% -49.88% Honoraries (6,962) (3,813) (7,110) 82.61% -2.08% Taxes (4,774) (4,055) (6,255) 17.73% -23.68% Organization and development expenses (14,051) (17,492) (21,355) -19.67% -34.20% Amortizations (6,655) (8,693) (12,876) -23.45% -48.32% Other (25,442) (30,571) (48,605) -16.78% -47.66% ------------------------------------------------------------------------------------------------------------------------------- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 2,214328 for June, 2002 and September, 2001 figures, respectively. -10- Administrative expenses decreased 10.5% and 49.8%, in constant pesos as of September 2002, with respect to the June 2002 and the September 2001 quarters. Comparing figures in nominal terms, administrative expenses showed a 12.8% increase as compared to the previous quarter. The increase in personnel expenses is mainly explained by a government resolution that set an additional $100 compensation to be paid by companies over the regular salaries until January 2003, together with the provision for severance payments. Electricity and communications and Organization and development expenses' increase is related to the renegotiation of charges with suppliers providing foreign currency services and the adjustment of local services, while Advertising and promotion expenses is related to a renewed marketing effort. In light of the new business approach, the Bank implemented a restructuring plan, including personnel reduction of approximately 368 people during the third quarter. As of September 30, 2002, the Bank had 4,257 employees - including consolidated companies in Argentina - and a network of 278 branches plus 40 Credilogros offices. Other Income/expenses: Other Income/expenses for the second quarter of fiscal year 2002 accounted for a $242 million loss. Such loss is mainly due to the refunding of deposits during this quarter of approximately $293 million and US$4 million related to legal injunctions. The gap between the $1.4 at which foreign currency deposits were converted into pesos plus the CER adjustment and the free exchange rate at which injunctions had to be paid caused a loss which the Bank provisioned in $91.6 million during the present quarter, totaling approx. $278 million so far this year. As previously mentioned, this loss has not yet been compensated by the National Government. It is important to highlight that Other expenses include charges for uncollectibility of other receivables and other allowances, which in turn include provisions for granted non-used financing - most of it related to large corporations - registered in the memo accounts. Following the classification of large corporations into non-performing, the Bank had to provision that non-used financing accounted for in the memo accounts. During the third quarter the Bank provisioned $106.4 million. Income from equity investments Income from equity investments sets forth net income from related companies not required to be consolidated and, as previously explained, net income from the Bank's interest in BBVA Banco (Uruguay). As previously mentioned the Consolidar Group is included in this account. As of September 30, 2002, the Consolidar Group registered a $1.7 million gain as compared to a $20.4 million loss and a $17.5 million gain accounted for in the June 2002 and September 2001 quarters, respectively. Capitalization: Following the changes in regulations as of January 2002, the presentation of the information on minimum capital requirement, set by the Central Bank, was suspended. The Bank believes that such regulation will change due to the aforementioned changes, including inflation and CER adjustment, among others. Therefore, the charts on capital adequacy are not included in the present press release. The Ordinary and Extraordinary Shareholders' Meeting, held on August 7, 2002, approved, among other issues, a capital increase of up to 1,250 million shares, to be issued in exchange for cash or other eligible assets. The Board of -11- Directors will determine the terms and conditions of the issuance. As of the moment of the present press release this capital increase has completed all necessary approvals and subscription period is expected to commence in the second half of December 2002. Last December 5, 2002, the Board of Directors approved as an eligible asset a loan granted by BBVA for a total amount of US$79,316,040.33 plus interests and resolved to fix the number of shares to be offered in the coming capital increase in up to 209,631,892 shares. Furthermore, on the back of the valuation reports issued by BDO and KPMG and for the purpose of the capitalization, the Board fixed the value of the eligible subordinated senior debt in US$58.10 for each US$100 NV of the subordinated debt. The Board of Directors proposed the subscription period to begin in December 17, 2002 and to be end in December 26, 2002. Recent developments Through Resolution 668/2 the Ministry of Economy established the end of all restrictions on cash withdrawals on demand accounts, as of December 2002 - Central Bank regulated the new measures through Communique "A" 3827. Conference call A conference call to discuss this third quarter earnings will be held on Friday, December 13, at 11:00 a.m. New York time - 1:00 p.m. Buenos Aires time. If you are interested in participating please dial (719) 457 2638 at least 5 minutes prior to our conference. Confirmation code: 733339. If you are interested in receiving the tape on this conference call, please call to (719) 457 2840. Internet: This press release is also available in http://www.bancofrances.com.ar -12- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 1.648982 for June and March, 2002 figures, respectively and a WPI of 2.214328 for September, 2001 figures. --------------------------------------------------------------------------------------------------------------------------------- Banco Frances S.A. and subsidiaries (Grupo Consolidar: by the equity method) ASSETS: 09/30/02 06/30/02 03/31/02 09/30/01 Cash and due from banks 891,913 286,901 535,213 2,785,292 Government Securities 2,267,994 1,525,955 2,077,747 6,329,933 - Investment account 1,675,987 889,934 14,447 5,337,726 - Trading account 4,574 22,856 1,284,710 268,288 - Reverse repurchase agreements w/Central Bank - - - - - Unlisted 577,995 593,787 757,495 696,388 - Private Securities 9,438 19,377 21,095 27,531 8,876,221 9,651,518 13,284,971 10,113,168 Loans - Advances and Promissory notes 466,485 705,706 1,372,039 1,432,712 - Notes discounted and purchased 20,753 64,347 170,317 752,294 - Secured with mortgages 546,336 668,135 1,150,597 1,715,176 - Secured with chattel mortgages 18,138 26,114 62,025 58,868 - Personal loans 233,058 309,141 526,131 904,121 - Credit cards 138,791 172,659 289,114 520,644 - Loans to financial sector 108,536 43,416 526,959 875,240 - Loans to public sector 5,367,688 5,825,872 8,090,974 2,291,260 - Other 1,484,376 1,647,364 2,093,668 1,879,829 Less: Unaccrued interest (432) (5,321) (10,905) (43,653) Plus: Accrued interest and exchange differences receivable 1,731,164 1,486,568 612,373 194,892 Less: Allowance for loan losses (1,238,672) (1,292,483) (1,598,320) (468,215) Other banking receivables 2,209,401 3,682,008 4,642,516 2,167,010 Investments in other companies 228,753 227,272 524,103 426,767 Intangible assets 226,102 240,008 245,698 296,069 Other assets 1,105,682 1,046,975 1,041,997 825,470 ---------- ---------- ---------- ---------- Total assets 15,806,066 16,660,636 22,352,245 22,943,711 ========== ========== ========== ========== LIABILITIES: 09/30/02 06/30/02 03/31/02 09/30/01 Deposits 6,822,416 8,071,132 13,327,991 15,303,059 - Demand deposits 1,353,321 1,551,298 3,006,523 1,993,624 - Saving accounts 486,266 719,767 2,246,548 2,334,845 - Time deposits 2,432,896 1,805,818 1,466,923 10,855,046 - Rescheduled deposits 2,371,636 3,889,202 6,367,343 - - Other deposits 178,297 105,048 240,654 119,545 Other banking Liabilities 6,474,487 5,447,462 5,311,712 4,349,337 Subordinated debt 585,216 678,661 795,678 389,066 Other liabilities 305,589 217,810 361,670 486,581 Minority interest 30,291 35,275 45,947 44,623 ---------- ---------- ---------- ---------- Total liabilities 14,217,999 14,450,340 19,842,999 20,572,666 ---------- ---------- ---------- ---------- Total stockholders'equity 1,588,067 2,210,296 2,509,246 2,371,045 ---------- ---------- ---------- ---------- Total liabilities and stockholders' equity 15,806,066 16,660,636 22,352,245 22,943,711 ========== ========== ========== ========== -13- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 1.648982 for June and March, 2002 figures, respectively and a WPI of 2.214328 for September, 2001 figures. ------------------------------------------------------------------------------------------------------------------------------ Banco Frances S.A. and subsidiaries (Grupo Consolidar: by the equity method) INCOME STATEMENT 09/30/02 06/30/02 03/31/02 09/30/01 Financial income 729,737 1,692,329 2,117,812 753,228 - Interest on Cash and Due from Banks 1,628 834 2,515 16,723 - Interest on Loans Granted to the Financial 120 1,692 1,003 4,194 - Interest on Overdraft 46,869 64,670 49,641 50,887 - Interest on Collateralized Loans 16,168 22,398 42,193 57,214 - Interest on Credit Card Loans 13,349 15,662 21,778 26,131 - Interest on Other Loans 110,377 86,024 182,722 322,592 - Income from securities and short term 35,690 58,119 84,939 219,168 - Interest on Government guaranteed loans Decreet 1387/01 168,200 191,506 101,942 - - From Other Banking receivables 7,301 6,269 7,909 556 - CER 588,066 1,436,536 405,399 - - Other (258,030) (191,382) 1,217,773 55,763 Financial expenses (857,930) (1,484,871) (1,665,248) (388,960) - Interest on Current Account Deposits (89,347) (133,292) (20,827) (12,739) - Interest on Saving Account Deposits (978) (2,632) (3,560) (10,392) - Interest on Time Deposits (208,061) (151,646) (68,227) (269,397) - Interest on Other Banking Liabilities (32,537) (36,570) (58,676) (47,112) -Contributions to the deposit guarantee fund - - - (6,953) - Mandatory contributions and taxes on interest income (7,084) (13,612) (18,131) (10,782) - CER (207,484) (757,639) (324,383) - - Other (312,438) (389,480) (1,171,445) (31,585) Net financial income (128,193) 207,458 452,565 364,268 Provision for loan losses (202,338) (250,619) (253,176) (105,077) Income from services, net of other operating expenses 54,333 80,358 110,381 127,838 Inflation adjustment 42,670 59,547 (137,784) - Administrative expenses (132,790) (148,419) (214,260) (264,426) - Personnel expenses (62,885) (73,665) (112,142) (120,800) - Directors and Syndics' Fees (275) (191) (99) (434) - Other Fees (6,687) (3,622) (5,016) (6,670) - Advertising and Publicity (5,279) (4,236) (4,896) (10,534) - Taxes other than income tax (4,774) (4,055) (7,569) (6,255) - Other Operating Expenses (44,928) (52,716) (68,514) (82,240) - Other (7,962) (9,935) (16,025) (37,493) Inflation adjustment (7,885) (31,179) (32,693) - Income (loss) from equity investments 2,955 14,134 104,270 12,389 Net Other income (243,989) (285,654) (106,094) (70,728) Inflation adjustment (11,570) 18,015 23,125 - Income (loss) from minority interest 4,804 10,669 16,127 (715) -------- -------- ------- ------ Income before tax (622,003) (325,690) (37,539) 63,549 -------- -------- ------- ------ Income tax (220) (1,340) (4,827) (7,896) ======== ======== ======= ====== Net income (622,222) (327,030) (42,366) 55,653 ======== ======== ======= ====== ------------------------------------------------------------------------------------------------------------------------------ -14- Figures of previous quarters were restated in constant pesos as of September 30, 2002, using a WPI of 1.128101 and 1.648982 for June and March, 2002 figures, respectively and a WPI of 2.214328 for September, 2001 figures. ------------------------------------------------------------------------------------------------------------------------------- Banco Frances S.A. and subsidiaries (Grupo Consolidar consolidated on a line by line basis) ASSETS 09/30/02 06/30/02 03/31/02 09/30/01 Cash and due from banks 908,446 314,566 574,098 2,789,597 Government Securities 2,515,127 1,754,222 2,358,493 7,581,806 Loans 9,602,299 10,247,816 13,914,382 10,219,332 Other banking receivables 2,210,487 3,698,514 4,651,668 2,176,875 Investments in other companies 41,686 41,018 316,003 185,558 Other assets 1,524,688 1,482,022 1,552,266 1,380,142 ----------------------------------------------------------------------------- TOTAL ASSETS 16,802,733 17,538,159 23,366,909 24,333,310 ============================================================================= LIABILITIES 09/30/02 06/30/02 03/31/02 09/30/01 Deposits 6,655,191 7,910,160 13,118,173 15,187,431 Other banking liabilities 6,475,241 5,463,219 5,321,001 4,358,198 Other liabilities 1,920,114 1,786,463 2,222,063 2,189,180 Minority interest 164,120 168,020 196,427 227,456 ----------------------------------------------------------------------------- TOTAL LIABILITIES 15,214,666 15,327,863 20,857,663 21,962,265 ----------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 1,588,067 2,210,296 2,509,246 2,371,045 ----------------------------------------------------------------------------- STOCKHOLDERS'EQUITY + LIABILITIES 16,802,733 17,538,159 23,366,909 24,333,310 ============================================================================= NET INCOME 09/30/02 06/30/02 03/31/02 09/30/01 Net Financial Income (151,020) 793,887 188,253 399,786 Provision for loan losses (202,338) (250,619) (253,176) (105,077) Net Income from Services 96,384 124,609 176,332 257,110 Inflation adjustment 708,232 (287,342) (511,405) - Administrative expenses (164,376) (182,373) (266,967) (334,479) Inflation adjustment (85,682) (2,856) (21,259) - Net Other Income 162,110 (837,709) 363,249 (135,594) Inflation adjustment (984,581) 258,957 314,411 - Income (loss) from minority interest 1,637 52,548 (9,097) (10,489) ----------------------------------------------------------------------------- Income before tax (619,634) (330,897) (19,659) 71,257 ----------------------------------------------------------------------------- Income tax (2,589) 3,867 (22,706) (15,604) ----------------------------------------------------------------------------- Net income (622,222) (327,030) (42,366) 55,653 ============================================================================= ------------------------------------------------------------------------------------------------------------------------------- -15-