1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1997 Commission file number 0 - 13818
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POPULAR, INC.
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(Exact name of registrant as specified in its charter)
Puerto Rico 66-041-6582
- ------------------------ ------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
Popular Center Building
209 Munoz Rivera Avenue, Hato Rey
San Juan, Puerto Rico 00918
----------------------------------------
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (787) 765-9800
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BANPONCE CORPORATION
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock $6.00 Par value 66,153,776
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(Title of Class) (Shares Outstanding as of May 13, 1997)
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POPULAR, INC.
(THE "CORPORATION")
INDEX
Part I - Financial Information Page
- ------------------------------ ------
Item 1. Financial Statements
Unaudited consolidated statements of condition
March 31, 1997 and December 31, 1996. 3
-----
Unaudited consolidated statements of income - Quarter
ended March 31, 1997 and 1996. 4
-----
Unaudited consolidated statements of cash
flows - Quarter ended March 31, 1997 and 1996. 5
-----
Notes to unaudited consolidated financial
statements. 6-14
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Item 2. Management's discussion and analysis of
financial condition and results of operation. 15-25
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Part II - Other Information
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Item 1. Legal proceedings - None N/A
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Item 2. Changes in securities - None N/A
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Item 3. Defaults upon senior securities - None N/A
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Item 4. Submission of matters to a vote of
security holders - None N/A
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Item 5. Other information 26
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Item 6. Exhibits and reports on Form 8-K 27
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--- Signature 28
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POPULAR, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
March 31, December 31,
(In thousands) 1997 1996
- ----------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 447,113 $ 492,368
- ---------------------------------------------------------------------------------------------------------------
Money market investments:
Federal funds sold and securities and
mortgages purchased under agreements to resell 728,381 778,597
Time deposits with other banks 59,831 19,023
Banker's acceptances 1,975 2,656
- ---------------------------------------------------------------------------------------------------------------
790,187 800,276
- ---------------------------------------------------------------------------------------------------------------
Investment securities available-for-sale, at market value 3,963,115 3,415,934
Investment securities held-to-maturity, at cost 1,430,700 1,197,066
Trading account securities, at market value 263,478 292,150
Loans held-for-sale 249,317 255,129
Loans 9,972,694 9,854,911
Less - Unearned income 332,757 331,012
Allowance for loan losses 191,360 185,574
- ---------------------------------------------------------------------------------------------------------------
9,448,577 9,338,325
- ---------------------------------------------------------------------------------------------------------------
Premises and equipment 372,957 356,697
Other real estate 6,615 6,076
Customer's liabilities on acceptances 1,870 3,100
Accrued income receivable 108,320 95,487
Other assets 191,912 380,247
Intangible assets 127,297 131,248
- ---------------------------------------------------------------------------------------------------------------
$ 17,401,458 $ 16,764,103
===============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing $ 2,213,435 $ 2,330,704
Interest bearing 8,251,718 8,432,571
- ---------------------------------------------------------------------------------------------------------------
10,465,153 10,763,275
Federal funds purchased and securities sold
under agreements to repurchase 2,344,411 1,875,465
Other short-term borrowings 1,535,911 1,404,006
Notes payable 1,153,472 986,713
Senior debentures 30,000
Acceptances outstanding 1,870 3,100
Other liabilities 338,126 314,012
- ---------------------------------------------------------------------------------------------------------------
15,838,943 15,376,571
- ---------------------------------------------------------------------------------------------------------------
Subordinated notes 125,000 125,000
- ---------------------------------------------------------------------------------------------------------------
Guaranteed preferred beneficial interests in Popular
North America's subordinated debentures 150,000
- ---------------------------------------------------------------------------------------------------------------
Stockholders' equity :
Preferred stock 100,000 100,000
Common stock 396,731 396,531
Surplus 497,462 496,582
Retained earnings 303,268 267,719
Unrealized losses (gains) on securities available-for-sale, net of
deferred taxes (9,946) 1,700
- ---------------------------------------------------------------------------------------------------------------
1,287,515 1,262,532
- ---------------------------------------------------------------------------------------------------------------
$17,401,458 $ 16,764,103
===============================================================================================================
The accompanying notes are an integral part of these unaudited consolidated
financial statements
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POPULAR, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Quarter ended
March 31,
(Dollars in thousands, except per share amounts) 1997 1996
- ------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME:
Loans $246,353 $217,247
Money market investments 8,867 8,673
Investment securities 75,111 71,945
Trading account securities 3,934 5,062
- ------------------------------------------------------------------------------------------------------------------------
334,265 302,927
- ------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Deposits 86,195 82,996
Short-term borrowings 47,362 42,930
Long-term debt 20,064 14,541
- ------------------------------------------------------------------------------------------------------------------------
153,621 140,467
- ------------------------------------------------------------------------------------------------------------------------
Net interest income 180,644 162,460
Provision for loan losses 23,687 21,273
- ------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
for loan losses 156,957 141,187
Service charges on deposit accounts 21,819 21,076
Other service fees 22,169 17,380
(Loss) gain on sale of securities (1,660) 729
Trading account profit 433 938
Other operating income 11,494 11,869
- ------------------------------------------------------------------------------------------------------------------------
211,212 193,179
- ------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Personnel costs:
Salaries 48,345 44,752
Profit sharing 6,440 6,070
Pension and other benefits 16,700 16,981
- ------------------------------------------------------------------------------------------------------------------------
71,485 67,803
Net occupancy expense 9,002 9,318
Equipment expenses 12,340 11,774
Other taxes 6,445 5,963
Professional fees 12,414 9,916
Communications 7,581 6,316
Business promotion 5,957 5,392
Printing and supplies 3,644 2,923
Other operating expenses 8,819 6,740
Amortization of intangibles 4,438 4,554
- ------------------------------------------------------------------------------------------------------------------------
142,125 130,699
- ------------------------------------------------------------------------------------------------------------------------
Income before taxes 69,087 62,480
Income taxes 19,548 17,338
- ------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 49,539 $ 45,142
========================================================================================================================
NET INCOME APPLICABLE TO COMMON STOCK $ 47,452 $ 43,055
========================================================================================================================
EARNINGS PER COMMON SHARE $ 0.72 $ 0.65
========================================================================================================================
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
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POPULAR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the quarter ended
March 31,
(In thousands) 1997 1996
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 49,539 $ 45,142
- -------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation and amortization of premises and equipment 12,639 12,355
Provision for loan losses 23,687 21,273
Amortization of intangibles 4,438 4,554
Loss (gain) on sale of investment securities available-for-sale 1,660 (729)
Loss (gain) on disposition of premises and equipment 160 (10)
Gain on sale of loans (4,388) (2,792)
Amortization of premiums and accretion of discounts on investments 596 755
Decrease in loans held-for-sale 5,812 25,319
Amortization of deferred loan fees and costs (1,101) (45)
Net decrease in trading securities 28,671 35,101
Net increase in interest receivable (12,833) (20,708)
Net decrease (increase) in other assets 208,050 (13,032)
Net decrease in interest payable (8,323) (1,418)
Net increase in current and deferred taxes 10,317 6,208
Net increase postretirement benefit obligation 1,473 2,253
Net increase (decrease) in other liabilities 6,469 (5,791)
- -------------------------------------------------------------------------------------------------------------------
Total adjustments 277,327 63,293
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 326,866 108,435
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease in money market investments 10,090 137,362
Purchases of investment securities held-to-maturity (7,028,117) (1,366,623)
Maturities of investment securities held-to-maturity 6,851,253 1,354,385
Purchases of investment securities available-for-sale (2,056,260) (1,717,071)
Maturities of investment securities available-for-sale 78,604 474,048
Sales of investment securities available-for-sale 1,356,192 1,101,095
Net disbursements on loans (249,045) (266,068)
Proceeds from sale of loans 121,723 92,858
Acquisition of loan portfolios (4,082) (35,198)
Acquisition of premises and equipment (35,520) (24,452)
Proceeds from sale of premises and equipment 6,461 2,031
- -------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (948,701) (247,633)
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits (298,121) 306,419
Net increase (decrease) in federal funds purchased and
securities sold under agreements to repurchase 468,945 (448,047)
Net increase in other short-term borrowings 131,906 285,381
Proceeds from issuance of notes payable 166,759 116,117
Payments of notes payable (161,957)
Proceeds from issuance of Series A Capital Securities 150,000
Payments of senior debentures (30,000)
Dividends paid (13,989) (11,972)
Proceeds from issuance of common stock 1,080 974
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 576,580 86,915
- -------------------------------------------------------------------------------------------------------------------
Net decrease in cash and due from banks (45,255) (52,283)
Cash and due from banks at beginning of period 492,368 458,173
- -------------------------------------------------------------------------------------------------------------------
Cash and due from banks at end of period $ 447,113 $ 405,890
===================================================================================================================
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share information)
NOTE 1- CONSOLIDATION
The consolidated financial statements of Popular, Inc. ("The Corporation,"
formerly BanPonce Corporation) include the balance sheet of the Corporation and
its wholly-owned subsidiaries, Popular Securities, Inc.; Popular International
Bank, Inc. and its wholly-owned subsidiary Popular North America, Inc.
("Popular North America", formerly BanPonce Financial Corp), including Banco
Popular, FSB, Pioneer Bancorp, Inc., CombanCorp (second tier subsidiaries) and
Equity One, Inc.; Banco Popular de Puerto Rico and its wholly-owned
subsidiaries, Popular Leasing and Rental, Inc., Popular Consumer Services,
Inc. and Popular Home Mortgage, Inc.(formerly Popular Mortgage, Inc.) and
Metropolitana de Prestamos, Inc., as of March 31, 1997 and December 31, 1996,
and their related statements of income and cash flows for the quarters ended
March 31, 1997 and 1996. These statements are, in the opinion of management, a
fair statement of the results of the periods presented. These results are
unaudited, but include all necessary adjustments, of a normal recurring
nature, for a fair prese reclassifications have been made to the prior year
consolidated financial statements to conform to the 1997 presentation.
NOTE 2- ACCOUNTING CHANGES
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 129, "Disclosure of
Information about Capital Structure." This statement establishes standards for
disclosing information about an entity's capital structure. This statement is
effective for financial statements for periods ending after December 15, 1997.
However, it contains no change in disclosure requirements for entities that
were previously subject to the requirements of Opinion 10 and 15 and SFAS 47.
In February 1997, the FASB issued SFAS 128, "Earnings per Share." This
statement establishes standards for computing and presenting earnings per share
(EPS) and applies to entities with publicly held common stock or potential
common stock. It simplifies the standards for computing earnings per share
previously found in APB Opinion 15, "Earnings per Share," and makes them
comparable to international EPS standards. SFAS 128 replaces the presentation
of primary earnings per share with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. This statement is
effective for financial statements issued for periods ending after December 15,
1997, including interim periods and requires restatement of all prior period
EPS data presented. Management understands that the adoption of this statement
will not have any significant effect on the earnings per share computation of
the Corporation.
In June 1996, the FASB issued SFAS 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities," which supersedes SFAS
122 "Accounting for Mortgage Servicing Rights". This statement provides
accounting and reporting standards for transfers and servicing of financial
assets and extinguishment of liabilities. Those standards are based on a
consistent application of a financial component approach that focuses on the
legal and physical control over the component. Under this approach, following a
transfer of financial assets, an entity recognizes the financial and servicing
assets it controls and the liabilities it has incurred, and derecognizes
financial assets for which control has been surrendered and financial
liabilities that have been extinguished. The provisions of this statement are
effective for transactions occurring
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after December 31, 1996. However, the FASB issued SFAS 127, "Deferral of the
Effective Date of Certain Provisions of FASB Statement 125", that delays until
January 1, 1998, the effective date of those provisions of the statement that
deal with securities lending, repurchase agreements and similar transactions.
The adoption of this pronouncement did not have a financial impact on the
consolidated financial statement of the Corporation in the quarter ended March
31, 1997. In addition, this statement requires that mortgage banking
enterprises recognize as separate assets the rights to service mortgage loans
for others, whether those servicing rights are originated or purchased. Also,
it requires mortgage banking enterprises to assess capitalized mortgage
servicing rights for impairment based on the fair value of those rights. The
total cost of mortgage loans to be sold with servicing rights retained is
allocated to the mortgage servicing rights and the loans (without the mortgage
servicing rights) based on their relative fair values. These mortgage servicing
rights are amortized in proportion to and over the periods of estimated net
servicing income.
To estimate the fair value of mortgage servicing rights the Corporation
considers prices for similar assets and the present value of expected future
cash flows associated with the servicing rights calculated using assumptions
that market participants would use in estimating future servicing income and
expense. For purposes of evaluating and measuring impairment of capitalized
mortgage servicing rights, the Corporation stratifies such rights based on
predominant risk characteristics of underlying loans, such as loan type, rate
and term. The amount of impairment recognized if any, is the amount by which
the capitalized mortgage servicing rights per stratum exceeds its estimated
fair value. Impairment is recognized through a valuation allowance. As of March
31, 1997, the carrying value, estimated fair value and valuation allowance of
capitalized mortgage servicing rights were $26,367, $35,221 and $31,
respectively (1996- $23,898, $26,469 and $212).
Effective January 1, 1996, the Corporation adopted SFAS 123 "Accounting for
Stock-Based Compensation." This statement establishes a fair value-based method
of accounting for stock-based employee compensation plans. It encourages
entities to adopt this method in lieu of the provisions of APB Opinion 25,
"Accounting for Stock Issued to Employees," for all arrangements under which
employees receive shares of stock or other equity instruments of the employer
or the employer incurs liabilities to employees in amounts based on the price
of its stock. Banco Popular provides a stock-based compensation plan for its
senior management. It is a three-year incentive plan under which shares of
stock of the Corporation are granted if long-term corporate performance and
objectives are met. For the quarters ended March 31, 1997 and 1996, the
Corporation recognized an expense of $223 and $103, respectively, related to
this plan.
Effective January 1, 1996, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." This statement requires
that long- lived assets and certain identifiable intangibles to be held and
used by an entity as well as assets held for disposition be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. For the first quarters of
1997 and 1996, no impairment recognition was necessary based on this
pronouncement.
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NOTE 3 - INVESTMENT SECURITIES
The average maturities as of March 31, 1997, and market value for the following
investment securities are :
Investment securities available-for-sale:
March 31,
1997 1996
Amortized Market Amortized Market
Cost Value Cost Value
-----------------------------------------------------
U.S. Treasury (average maturity of
1 year and 3 months) $2,669,908 $2,663,911 $2,454,152 $2,453,291
Obligations of other U.S. Government
agencies and corporations (average
maturity of 6 years and 7 months) 312,604 308,669 440,015 439,624
Obligations of Puerto Rico, States and
political subdivisions (average
maturity of 6 years and 9 months) 39,305 39,118 26,468 26,564
Collateralized mortgage obligations (average
maturity of 2 years) 486,786 485,339 109,047 108,342
Mortgage-backed securities (average
maturity of 18 years and 4 months) 426,975 425,964 260,168 256,910
Equity securities (without contractual
maturity) 20,238 20,753 27,703 34,436
Others (average maturity of 12 years
and 9 months)
19,362 19,361 18,050 18,050
------------------------------------------------------
$3,975,178 $3,963,115 $3,335,603 $3,337,217
======================================================
Investment securities held-to-maturity:
March 31,
1997 1996
Amortized Market Amortized Market
Cost Value Cost Value
--------------------------------------------------------------
U.S. Treasury (average maturity of 7 months) $ 370,721 $ 370,323 $ 924,137 $ 927,247
Obligations of other U.S. Government
agencies and corporations (average
maturity of 1 month) 739,617 739,064 132,271 130,950
Obligations of Puerto Rico, States and
political subdivisions (average
maturity of 6 years and 11 months) 59,725 60,761 218,222 220,124
Collateralized mortgage obligations (average
maturity of 1 year and 6 months) 130,117 129,583 262,655 260,900
Mortgage-backed securities (average
maturity of 4 years and 2 months) 53,159 52,646 59,706 60,395
Equity securities (without contractual
maturity) 64,620 64,620 47,674 47,674
Others (average maturity of 3 years
and 9 months) 12,741 12,706 12,394 12,430
--------------------------------------------------------------
$1,430,700 $1,429,703 $1,657,059 $1,659,720
==============================================================
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NOTE 4- PLEDGED ASSETS
Securities and insured mortgage loans of the Corporation of $3,709,321 (1996 -
$2,774,689) are pledged to secure public and trust deposits and securities and
mortgages sold under repurchase agreements.
NOTE 5- COMMITMENTS
In the normal course of business there are letters of credit outstanding and
stand-by letters of credit which at March 31, 1997, amounted to $17,923 and
$113,143. There are also outstanding other commitments and contingent
liabilities, such as guarantees and commitments to extend credit, which are not
reflected in the accompanying financial statements. No losses are anticipated
as a result of these transactions.
NOTE 6- SUBORDINATED NOTES
Subordinated notes consist of the following:
March 31,
1997 1996
--------------------------------
Subordinated notes issued by the Corporation on
December 12, 1995, maturing on December 15,
2005, with interest payable semi-annually at 6.75% $125,000 $125,0000
-------------------------------
Subordinated notes issued by Banco Popular on March
29, 1989, which matured on June 15, 1996, with
interest payable quarterly and consisting of:
8.875% Fixed Rate Notes series A $ 15,000
8.6875% Fixed Rate Notes series B 15,000
Floating Rate Notes series A with interest
payable at 88% of LIBID rate 19,000
Floating Rate Notes series B with interest
payable at 86% of LIBID rate 1,000
-------------------------------
50,000
-------------------------------
$125,000 $ 175,000
===============================
NOTE 7 - GUARANTEED PREFERRED BENEFICIAL INTERESTS IN POPULAR NORTH AMERICA'S
SUBORDINATED DEBENTURES
On February 5, 1997, the Corporation, through its underwriters, sold to
institutional investors $150 million of capital securities. BanPonce Trust I, a
statutory business trust created under the laws of the State of Delaware issued
$150 million of Capital Securities, Series A at 8.327%. The proceeds were
upstreamed to Popular North America in return for junior subordinated debt
under the same terms and conditions. These capital securities qualify as Tier I
capital, are fully and unconditionally guaranteed by the Corporation, and are
presented in the Consolidated Statements of Condition as "Guaranteed Preferred
Beneficial Interests in Popular North America's Subordinated Debentures."The
sole asset of BanPonce Trust I is $150 million of Junior Subordinated
Debentures issued by Popular North America. These junior subordinated
debentures also carry an interest rate of 8.327 percent. Both the capital
securities of BanPonce Trust I and the junior subordinated debentures of
Popular North America will mature on February 1, 2027; however, under certain
circumstances, the maturity of both may be shortened to a date not earlier than
February 1, 2007.
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NOTE 8- STOCKHOLDERS' EQUITY
Authorized common stock is 90,000,000 shares with a par value of $6 per share
of which 66,121,855 are issued and outstanding at March 31, 1997. On April
26,1996, the Corporation's Board of Directors authorized a stock split of one
share for each share outstanding effected in the form of a dividend, effective
July 1, 1996. As a result of the split, 33,000,590 shares were issued, and
$198,004 were transferred from retained earnings to common stock. All
references in the financial statements to the numbers of common shares and per
share amounts have been restated to reflect the stock split. Authorized
preferred stock is 10,000,000 shares without par value of which 4,000,000,
non-cumulative with a dividend rate of 8.35% and a liquidation preference value
of $25 per share, are issued and outstanding at March 31, 1997.
NOTE 9- EARNINGS PER COMMON SHARE
Earnings per common share (EPS) are calculated based on net income applicable
to common stockholders which amounted to $47,452 and $43,055 for the quarters
ended March 31, 1997 and 1996 respectively, after deducting the dividends on
preferred stock. EPS are based on 66,121,855 and 65,949,872 average shares
outstanding for the first quarter of 1997 and 1996, respectively, after
restating for the stock split.
NOTE 10 - SUPPLEMENTAL DISCLOSURE ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS
During the quarter ended March 31, 1997 the Corporation paid interest and
income taxes amounting to $160,892 and $4,732, respectively (1996 - $148,341
and $5,554). In addition, the loans receivable transferred to other real estate
and other property for the quarter ended March 31, 1997, amounted to $1,524 and
$1,430, respectively (1996 - $468 and $1,142). The Corporation's stockholders'
equity at March 31, 1997 includes $9,946 in unrealized holding losses on
securities available-for-sale, net of deferred taxes, as compared with $19 in
unrealized losses as of March 31, 1996.
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NOTE 11- POPULAR INTERNATIONAL BANK, INC. (A WHOLLY-OWNED SUBSIDIARY OF
POPULAR, INC.) FINANCIAL INFORMATION:
The following summarized financial information presents the unaudited
consolidated financial position of Popular International Bank, Inc. and its
wholly-owned subsidiary, Popular North America, Inc. including its wholly owned
subsidiaries: Pioneer Bancorp, Inc., Banco Popular, FSB, and CombanCorp
(second-tier subsidiaries) and Equity One, Inc. as of March 31, 1997 and 1996,
and the results of their operations for the quarters then ended.
POPULAR INTERNATIONAL BANK, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(In thousands)
March 31,
---------
1997 1996
---- ----
Assets:
Cash $ 32,722 $ 34,292
Money market investments 139,745 86,866
Investment securities 159,899 224,632
Loans 1,677,408 1,222,111
Less: Unearned income 47,919 43,430
Allowance for loan losses 24,212 17,416
---------- ----------
1,605,277 1,161,265
Other assets 83,172 67,585
---------- ----------
Total assets $2,020,815 $1,574,640
========== ==========
Liabilities and Stockholder's Equity:
Deposits $ 680,377 $ 568,158
Short-term borrowings 286,458 264,781
Notes payable 629,175 564,685
Other liabilities 34,666 34,204
Guaranteed preferred beneficial interests in
Popular North America's subordinated
debentures 150,000
Stockholder's equity 240,139 142,812
---------- ----------
Total liabilities and stockholder's equity $2,020,815 $1,574,640
========== ==========
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POPULAR INTERNATIONAL BANK, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
Quarter ended
March 31,
---------
1997 1996
---- ----
Income:
Interest and fees $45,877 $35,341
Other Income 2,794 4,194
------- -------
Total income 48,671 39,535
------- -------
Expenses:
Interest expense 23,850 19,819
Provision for loan losses 3,685 2,810
Operating expenses 13,735 10,252
------- -------
Total expenses 41,270 32,881
------- -------
Income before income tax 7,401 6,654
Income tax 3,294 2,670
------- -------
Net income $ 4,107 $ 3,984
======= =======
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NOTE 12 - POPULAR NORTH AMERICA, INC. (FORMERLY BANPONCE FINANCIAL CORP)
(A SECOND TIER SUBSIDIARY OF POPULAR, INC.) FINANCIAL INFORMATION:
The following summarized financial information presents the unaudited
consolidated financial position of Popular North America, Inc. and its
wholly-owned subsidiaries Pioneer Bancorp Inc.,Banco Popular, FSB, CombanCorp
and Equity One, Inc. (second tier subsidiary) as of March 31, 1997 and 1996,
and the results of their operations for the quarters then ended.
POPULAR NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(In thousands)
March 31,
--------
1997 1996
---- ----
Assets:
Cash $ 32,606 $ 34,268
Money market investments 82,747 85,803
Investment securities 159,801 224,632
Loans 1,677,408 1,222,111
Less: Unearned income 47,919 43,430
Allowance for loan losses 24,212 17,416
---------- ----------
1,605,277 1,161,265
Other assets 80,412 67,468
---------- ----------
Total assets $1,960,843 $1,573,436
========== ==========
Liabilities and Stockholder's Equity:
Deposits $ 680,377 $ 568,158
Short-term borrowings 286,458 264,781
Notes payable 629,175 564,685
Other liabilities 34,562 34,195
Guaranteed preferred beneficial interests in
Popular North America's subordinated
debentures 150,000
Stockholder's equity 180,271 141,617
---------- ----------
Total liabilities and stockholder's equity $1,960,843 $1,573,436
========== ==========
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POPULAR NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
Quarter ended
March 31,
----------
1997 1996
---- ----
Income:
Interest and fees $45,128 $35,324
Other Income 2,796 4,194
------- -------
Total income 47,924 39,518
------- -------
Expenses:
Interest expense 23,850 19,819
Provision for loan losses 3,685 2,810
Operating expenses 13,626 10,276
------- -------
Total expenses 41,161 32,905
------- -------
Income before income tax 6,763 6,613
Income tax 3,294 2,670
------- -------
Net income $ 3,469 $ 3,943
======= =======
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This financial review contains the analysis of the consolidated financial
position and financial performance of Popular, Inc. and its subsidiaries
(the Corporation). The Corporation is a regional diversified bank holding
company engaged in the following businesses through its subsidiaries.
- Commercial Banking/Savings and Loan - Banco Popular de Puerto Rico
(BPPR), Banco Popular, Illinois, Banco Popular, FSB and Banco Popular,
N.A. (California), acquired on September 30, 1996
- Lease Financing -Popular Leasing and Rental, Inc.
- Mortgage Banking/Consumer Finance - Popular Home Mortgage, Inc. (formerly
Popular Mortgage, Inc.), Equity One, Inc. (Equity One) and Popular
Consumer Services, Inc. (d/b/a Best Finance)
- Investment Banking -Popular Securities, Inc. (Popular Securities)
This financial review should be read together with the consolidated financial
statements, supplemental financial data and tables included in this report.
NET INCOME
The Corporation reported net earnings of $49.5 million for the first quarter of
1997, compared with $45.1 million for the same period in 1996, and $47.7
million during the last quarter of 1996. Earnings per common share (EPS) for
the quarter were $0.72, based on 66,121,855 average shares outstanding,
compared with EPS of $0.65 for the first quarter of 1996, based on 65,949,872
average shares outstanding, and EPS of $0.69 for the fourth quarter of 1996,
based on 66,088,506 average shares outstanding. All per share data have been
adjusted to reflect the stock split effected in the form of a dividend of one
share for each share outstanding, effective July 1, 1996. Return on assets
(ROA) and return on common equity (ROE) for the quarter ended March 31, 1997
were 1.19% and 16.32%, respectively, compared with 1.17% and 16.39% reported
during the first quarter of 1996 and 1.13% and 15.76% for the last quarter of
1996.
Net interest income, discussed below, was the principal contributor to the rise
of $4.4 million in net earnings, with an increase of $18.2 million, followed by
an increase in other operating income of $5.1 million, partially offset by
lower gains on sale of securities and trading transactions of $2.9 million, and
rises of $11.4 million in operating expenses, $2.4 million in provision for
loan losses and $2.2 million in the income tax provision.
NET INTEREST INCOME
Net interest income for the first quarter of 1997 reached $180.6 million
compared with $162.4 million reported for the same quarter in 1996. On a
taxable equivalent basis, net interest income increased to $193.3 million from
$174.5 million in the same quarter of 1996. This rise resulted from a $16.6
million increase due to a higher volume of earning assets and a $2.2 million
increase due to a higher net interest yield. For analytical purposes, the
interest earned on tax-exempt assets is adjusted to a taxable equivalent basis
assuming the applicable statutory income tax rates.
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Average earning assets reached $15.9 billion for the quarter ended March 31,
1997, compared with $14.6 billion for the same quarter of 1996. The increase in
average earning assets relates primarily to a rise of $1.0 billion in average
loans, reaching $9.8 billion as compared with $8.8 billion for the same
quarter in 1996. The rise relates mainly to increases of $538 million in the
average commercial and construction portfolio and of $315 million in the
average consumer loan portfolio, principally at BPPR.
The average yield on loans, on a taxable equivalent basis, rose to 10.22% from
10.04% reported during the first quarter of 1996. The loan categories that were
responsible for most of the increase were commercial and consumer loans.
Commercial loans had an average yield for the quarter of 9.09%, compared with
8.89% in the first quarter of 1996, while consumer loans had an average yield
for the quarter of 13.08%, compared with 12.79% for the first quarter of 1996.
Average money market investments reached $690 million for the first quarter of
1997, compared with $657 million for the same period of 1996. The yield on
money market investments decreased to 5.21% from 5.31% reported in the first
quarter of 1996.
Average investment securities reached $5.1 billion compared with $4.9 billion
reported for the same quarter in 1996. The increase relates principally to a
higher average volume at BPPR, mainly in collateralized mortgage obligations,
mortgage-backed securities and U.S. Treasury securities, partially offset by a
lower average balance of investments required by local regulations to all
recipients of 936 funds which have a yield substantially below market rates.
The average yield of the Corporation's investment portfolio, on a taxable
equivalent basis, including both available-for- sale and held to maturity
investments increased four basis points to 6.80% during the three-month period
ended March 31, 1997, from 6.76% during the same period of 1996.
The average balance of trading account securities for the first quarter of 1997
was $285 million compared with $330 million reported for the same quarter last
year, a decrease of $45 million. Popular Securities experienced a decrease of
$59 million compared with the first quarter of 1996. The taxable equivalent
yield on trading account securities increased 20 basis points to 6.32% from
6.12% reported in the first quarter of 1996.
As a result of the larger volume of higher-yielding assets coupled with
improvements in yields of most loan categories, the average yield on earning
assets, on a taxable equivalent basis, reached 8.83% for the first quarter of
1997, or 19 basis points higher than 8.64% reported during the first quarter of
1996.
On the liability side, average interest bearing liabilities of the Corporation
were $13.1 billion for the three-month period ended March 31, 1997, compared
with $12.2 billion for the same period of 1996. Average interest bearing
deposits increased $200 million, despite a decrease of $291 million in average
936 deposits. The increase was mostly in savings accounts which rose $164
million and NOW and money market deposits which rose $50 million for the first
quarter of 1997. Average certificates of deposits, excluding 936 deposits,
rose $278 million. Average demand deposits grew by $221 million from $2.0
billion to $2.2 billion during the first quarter of 1997.
The average costs of interest bearing deposits for the quarters ended March 31,
1997 and 1996 were 4.21% and 4.12%, respectively. The increase of nine basis
points in the average cost was principally attributed to a rise in the cost of
certificates of deposit, from 5.23% in the first quarter of 1996 to 5.41% for
the same quarter in 1997. Traditionally 936 certificates of deposit had a cost
below that of the U.S. or the Eurodollar market. During the first quarter of
1996, these deposits had an average cost of 4.61% and comprised 24.7% of total
average certificates of deposit compared with 4.71% and 17.3% during the first
quarter of 1997. That reduction in the proportion of 936 deposits was among the
factors resulting in an increase in the average cost of certificates of
deposit.
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Savings accounts and NOW and money market deposits also reflected increases in
their average costs. Savings accounts increased from 3.02% during the first
quarter of 1996 to 3.06% for the same period in 1997, while the average cost of
NOW and money market deposits rose from 3.23% to 3.35% for the three-month
period ended March 31,1997.
Average short-term borrowings increased $265 million to $3.6 billion during the
first quarter of 1997 compared with $3.3 billion reported during the same
period of 1996. The increase mostly occurred at BPPR, whose average balance
increased $445 million due to the reduction in 936 deposits and arbitrage
opportunities. This increase was partially offset by a decrease at Popular
Securities of $215 million in its average balance as a result of lower 936
borrowings. The average cost of short-term borrowings for the quarter ended
March 31, 1997, increased by 16 basis points, from 5.23% to 5.39% in 1997, due
to both a decrease in the average balance of 936 repurchase agreements and
general market conditions.
Average long and medium term-debt increased $472 million, from $810 million in
the first quarter of 1996 to $1.3 billion for the same quarter of 1997. This
increase was mostly experienced at BPPR and the holding company. The average
cost of long and medium term debt for the quarter ended March 31, 1997, was
6.34% compared with 7.22% for the same quarter last year. Also, in February
1997, the Corporation issued $150 million in Capital Securities which qualify
as Tier I capital for regulatory purposes. These securities mature on February
2027.
As a result of the increase in the average costs of interest bearing deposits
and short-term borrowings the total cost of interest bearing liabilities rose
11 basis points, from 4.63% to 4.74% for the first quarter of 1997. The cost of
funding earning assets also increased, from 3.86% for the first quarter of 1996
to 3.93% for the same quarter in 1997.
Notwithstanding the increase in the cost of funds, the rise in the yield on
earning assets was strong enough to move the net interest yield, on a taxable
equivalent basis, upward to 4.90% for the first quarter of 1997 from 4.78% for
the same quarter in 1996 and 4.84% in the last quarter of 1996.
Table A below contains a summary of the results of the Corporation's net
interest yield, on a taxable equivalent basis, for the first quarter of 1997
and 1996.
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TABLE A
NET INTEREST INCOME (TAXABLE EQUIVALENT BASIS)
(Dollars in millions) First Quarter
- ------------------------------------------------------------------------------------------------------
1997 Average 1996 Average
-------------------------------------------------
Balance Rate Balance Rate
-------------------------------------------------
Earning assets $15,856 8.83% $14,631 8.64%
======= =======
Financed by:
Interest bearing funds $13,147 4.74% $12,210 4.63%
Non-interest bearing funds 2,709 2,421
------- -------
TOTAL $15,856 3.93% $14,631 3.86%
======= =======
Net interest income
per books $ 180.6 $ 162.4
Taxable equivalent
adjustment 12.7 12.1
------- -------
Net interest income on a
taxable equivalent basis $ 193.3 $ 174.5
======= =======
Spread 4.09% 4.01%
Net interest yield 4.90% 4.78%
In August 1996, the U.S. Congress approved legislation that repealed Section
936 of the U.S. Internal Revenue Code. The bill approved repealed the Qualified
Possession Source Investment Income (QPSII) for taxable years beginning after
December 31, 1995. As expected, the Corporation has experienced a reduction in
the volume of 936 funds and its further substitution with conventional
higher-cost funds. Factors such as a higher rate charged on loans previously
tied to a 936 market rate and a higher rate on investments required by local
regulations to all recipients of 936 funds has helped mitigate the impact of
the resulting higher cost of funds. Also, some 936 Corporations have chosen not
to withdraw all their funds from financial institutions and have, instead,
invested those funds at a longer term to reduce the tollgate taxes applicable
upon repatriating those funds. As a result, the cost of those funds have
remained below that of the U.S. or Eurodollar market. At March 31, 1997, the
Corporation maintained $1.9 billion in 936 funds, representing 11.7% of its
liabilities compared with $2.5 billion or 17.3% at the same date in 1996 and
$2.2 billion or 14.2% at December 31, 1996.
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PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses for the first quarter of 1997, totaled $23.7
million or a $2.4 million increase from $21.3 million reported for the same
quarter of 1996. During the fourth quarter of 1996, the provision was $23.5
million. Net charge-offs for the quarter ended March 31, 1997, reached $17.9
million or 0.73% of average loans, compared with $14.9 million or 0.68% for the
same quarter in 1996, and $20.3 million or 0.84% for the quarter ended on
December 31, 1996. Table B below presents information for the quarter ended
March 31,1997 and the previous four quarters.
TABLE B
- -----------------------------------------------------------------------------------------------------
Quarter Provision for Net Allowance for
Ended Loan Losses Charge Offs Loan Losses
- -----------------------------------------------------------------------------------------------------
(In millions)
March 31, 1997 $23.7 $17.9 $191
December 31, 1996 23.5 20.3 186
September 30, 1996 22.4 18.8 182
June 30, 1996 21.7 18.1 178
March 31, 1996 21.3 14.9 175
Consumer and commercial loans net charge-offs increased $2.5 million and $2.0
million, respectively. Consumer loans net charge-offs totaled $8.6 million or
1.28% of average consumer loans for the quarter ended March 31, 1997, while
commercial loans net losses amounted to $7.4 million or 0.78% of the average
commercial portfolio. For the same quarter last year, consumer and commercial
loans net charge-offs represented 1.02% and 0.66%, respectively, of their
average portfolio. Most of the rise in net credit losses in the consumer
category was experienced at BPPR and Equity One which recorded $1.3 million and
$0.8 million, respectively, over the amount recognized for the same quarter of
the previous year. In the commercial loan category, BPPR was responsible for
the rise of $2.0 million in net loans charged-off. Lease financing and
construction loans net charge-offs decreased $1.2 million and $0.4 million,
respectively, when compared with the first quarter of 1996. The decrease in net
charge-offs in the lease financing portfolio resulted from a higher level of
recoveries, as a result of the more aggressive charge-off policy implemented in
1996 by the Corporation's leasing subsidiaries.
As shown in Table C, the allowance for loan losses at March 31, 1997, amounted
to $191 million, representing 1.94% of loans, compared with $175 million or
1.97% at the same date last year. At December 31, 1996, the allowance for loan
losses was $186 million or 1.90% of loans. Management considers that the
allowance for loan losses is adequate to absorb potential write-offs of the
loan portfolio, based on the process established to assess its adequacy. This
process incorporates portfolio risk characteristics, results of periodic credit
reviews, prior loss experience, current and anticipated economic conditions and
loan impairment measurement.
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TABLE C
ALLOWANCE FOR LOAN LOSSES AND SELECTED LOAN LOSSES STATISTICS
First Quarter
(Dollars in thousands) 1997 1996
- --------------------------------------------------------------------------------------------
Balance at beginning of period $185,574 $168,393
Provision for loan losses 23,687 21,273
-----------------------
209,261 189,666
-----------------------
Losses charged to the allowance
Commercial 11,200 9,215
Construction 300 693
Lease financing 6,283 3,325
Mortgage 529 597
Consumer 12,001 9,513
-----------------------
30,313 23,343
-----------------------
Recoveries
Commercial 3,823 3,859
Construction 1 1
Lease financing 5,129 947
Mortgage 36 112
Consumer 3,423 3,482
-----------------------
12,412 8,401
-----------------------
Net loans charged-off 17,901 14,942
-----------------------
Balance at end of period $191,360 $174,724
=======================
Ratios:
Allowance for losses to loans 1.94 1.97%
Allowance to non-performing assets 109.99 116.00
Allowance to non-performing loans 116.63 124.30
Non-performing assets to loans 1.76 1.70
Non-performing assets to total assets 1.00 0.95
Net charge-offs to average loans 0.73 0.68
Provision to net charge-offs 1.32X 1.42x
Net charge-offs earnings coverage 5.18 5.61
As required by SFAS 114, the Corporation has defined impaired loans as all
loans with interest and/or principal past due 90 days or more and other
specific loans for which, based on current information and events, it is
probable that the debtor will be unable to pay all amounts due according to the
contractual terms of the loan agreement. Loan impairment is measured based on
the present value of expected cash flows discounted at the loan's effective
rate, on the observable market price or, on the fair value of the collateral if
the loan is collateral dependent. Large groups of smaller balance homogenous
loans are collectively evaluated for impairment based on past experience. All
other loans are evaluated on a loan-
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by-loan basis. Impaired loans for which the discounted cash flows, collateral
value or market price equals or exceeds its carrying value do not require an
allowance. At March 31, 1997, the Corporation had $99 million in loans
considered impaired of which $65 million had a related allowance for possible
loan losses of $18 million. As of the same date last year, loans considered
impaired amounted to $80 million of which $38 million had a related allowance
for loan losses of $9 million. Average impaired loans during the first quarter
of 1997 and 1996 were $97 million and $83 million, respectively. The
Corporation recognized interest income on impaired loans of $1.0 million and
$0.9 million, for the quarters ended March 31, 1997 and 1996, respectively.
CREDIT QUALITY
Non-performing assets (NPA) consist of past-due loans on which no interest
income is being accrued, renegotiated loans and other real estate. The
Corporation reports NPA on a more conservative basis than most U.S. banks. The
standard industry practice is to place non-performing commercial loans on
non-accrual status when payments of principal or interest are delinquent 90
days. However, the Corporation's policy is to place commercial loans on
non-accrual status when payments of principal or interest are delinquent 60
days. Lease financing, conventional mortgage and closed-end consumer loans are
placed on non-accrual status when payments are delinquent 90 days. Closed-end
consumer loans are charged-off against the allowance when delinquent 120 days.
Open-end (revolving credit) consumer loans are charged-off when payments are
delinquent 180 days. Certain loans which would be treated as non-accrual loans
pursuant to the foregoing policy, are treated as accruing loans if they are
considered well secured and in the process of collection. Under the standard
industry practice, closed-end consumer loans are charged-off when delinquent
120 days, but these consumer loans are not customarily placed on non-accrual
status prior to being charged-off.
As shown in Table D, NPA as of March 31, 1997, amounted to $174 million or
1.76% of loans, compared with $151 million or 1.70% at March 31, 1996. NPA
were $155 million or 1.58% of loans at December 31, 1996.
Non-performing loans totaled $164 million as of March 31, 1997 compared with
$141 million at the same date last year and $145 million as of December 31,
1996. Most of the increase from March 31, 1996, was reflected in
non-performing mortgage and consumer loans which rose $18.4 million and $5.0
million, respectively. Most of the increase in non- performing mortgage loans
was experienced at Equity One, and it was related to the rise in personal
bankruptcies in the mainland and the growth in its mortgage loan portfolio.
Non-performing commercial loans increased $1.3 million over the amount as of
March 31, 1996, while non-performing lease financings decreased $1.1 million
and other real estate showed a decline of $0.7 million.
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TABLE D
- ---------------------------------------------------------------------------------------------------------------
NPA Allowance
as a % as a %
Date NPA of Loans of NPA
- ---------------------------------------------------------------------------------------------------------------
(Dollars in millions)
March 31, 1997 $174 1.76% 110.0%
December 31, 1996 155 1.58 119.9
September 30, 1996 153 1.60 118.9
June 30, 1996 152 1.64 117.0
March 31, 1996 151 1.70 116.0
Assuming standard industry practice of placing commercial loans on non-accrual
status when payments of principal or interest are past due 90 days or more and
excluding the closed-end consumer loans from non-accruing loans, non-
performing assets as of March 31, 1997, amounted to $124 million or 1.25% of
loans, and the allowance for loan losses would be 154.3% of non-performing
assets. At March 31, 1996 and December 31, 1996, adjusted non-performing assets
were $111 million and $117 million, respectively, or 1.26% and 1.19% of loans.
Accruing loans that are contractually past-due 90 days or more as to principal
or interest as of March 31, 1997, amounted to $11.4 million compared with
$11.5 million at March 31, 1996, and $12.3 million at December 31, 1996.
OTHER OPERATING INCOME
Other operating income, excluding securities and trading transactions, amounted
to $55.4 million for the first quarter of 1997 compared with $50.3 million for
the same quarter in 1996, an increase of $5.1 million or 10.2%. This rise in
other income was principally driven by an increase of $4.8 million in other
service fees and $0.7 million in service charges on deposit accounts. Partially
offsetting these increases was a decrease of $0.4 million in other operating
income. Total other operating income for the last quarter of 1996, amounted to
$54.5 million.
Service charges on deposit accounts totaled $21.8 million for the quarter ended
March 31, 1997, compared with $21.1 million for the same quarter of 1996. This
increase resulted from the growth in the activity of commercial accounts,
particularly at BPPR. In addition, the operations of Banco Popular N.A.
(California), acquired on September 30, 1996, contributed approximately $0.3
million in these service charges for the quarter.
Other service fees for the first three months of 1997, amounted to $22.2
million compared with $17.4 million for the same period of 1996. The increase
in other service fees was principally attained at BPPR where debit card fees
rose $1.5 million, reflecting the growing volume of point-of-sale (POS)
terminals and transactions. The volume of transactions at POS terminals
increased from a monthly average of approximately 1,536,000 in March 1996 to
2,524,000 a year later. Also at BPPR, credit card fees and discounts rose $1.2
million, as credit card net sales rose 29.0% and the number of credit card
active accounts grew 15.7%. In addition, fees related to the sale and
administration of investment products and credit life insurance fees rose $0.6
million and $0.5 million, respectively. The growth in credit life insurance
fees resulted mainly from a higher volume of personal loans originated during
this quarter which exceeded the originations for the first quarter of 1996 by
3,234 loans.
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Other operating income decreased $0.4 million, from $11.9 million for the first
quarter of 1996 to $11.5 million for the same period in 1997. This decrease
resulted mainly from the reduction in gains realized from the sale of mortgage
loans by Equity One and a decrease in investment banking and underwriting fees
at Popular Securities. Partially offsetting these reductions was a realized
gain of $2.5 million on the securitization and sale of mortgage loans recorded
at BPPR.
The Corporation recognized a net loss of $1.7 million in the sale of
securities during the first quarter of 1997, principally reflected at BPPR as a
result of the sale of U.S. Treasury securities. These securities were sold as
part of an asset/liability strategy, which included the sale of securitized
mortgage loans, in order to maintain the duration of the assets of the
Corporation and reinvest the proceeds in higher-yielding investments. Also,
during the first three months of 1997, the Corporation realized a net profit on
trading transactions amounting to $0.4 million. The Corporation had a combined
net gain of $1.7 million resulting from securities and trading activities for
the first three months of 1996.
OPERATING EXPENSES
Operating expenses for the first quarter of 1997 were $142.1 million compared
with $130.7 million for the same quarter in 1996, an increase of $11.4 million
principally reflecting higher personnel costs, professional fees, printing and
supplies expenses, business promotion and communication expenses. Operating
expenses for the last quarter of 1996 amounted to $143.9 million.
The largest category of operating expenses, personnel costs, totaled $71.5
million for the first three months of 1997, compared with $67.8 million for the
same period in 1996, an increase of $3.7 million or 5.4%. Salaries accounted
for the largest portion of the increase in personnel costs, rising $3.6 million
or 8.0% to $48.3 million, compared with $44.7 million in 1996. This increase
was due largely to annual merit increases and greater use of incentive pay to
compensate productivity and sales efforts. Also, full-time equivalent employees
(FTE) amounted to 7,981 at the end of this quarter, up 145 from 7,836 FTEs at
the same date in 1996. Profit sharing expense rose $0.4 million primarily due
to the improvement in BPPR's profitability ratios. Partially offsetting these
increases was a reduction of $0.3 million in pension and other benefits, as a
result of an expense of $1.2 million for staff uniforms recorded at BPPR during
the first quarter of 1996 in order to emphasize its corporate image at all
branches. The operations of Banco Popular N.A. (California) accounted for $0.7
million in personnel costs for the quarter ended March 31, 1997.
Operating expenses, excluding personnel costs, increased $7.7 million, reaching
$70.6 million for the first quarter of 1997, compared with $62.9 million for
the same period in 1996. The increase in these operating expenses was mostly
reflected in professional fees which grew $2.5 million, reflecting expenditures
for purchased software associated with systems enhancements and consulting
services related to the Corporation's strategic initiatives. Business
promotion, printing and supplies and communications grew a combined $2.6
million due to the investment needed to support the continuing growth of the
Corporation's business activity and the development of new products and
services. Also, equipment expenses increased $0.6 million, mostly as a result
of the expansion of the electronic payment system and the network of POS
terminals. By the end of the first quarter of 1997, the Corporation had
increased its automated teller machine (ATM) network by 46 machines and
installed 4,176 additional POS terminals, when compared with the same date a
year earlier, further expanding its electronic delivery capabilities. Moreover,
other operating expenses rose $2.1 million mainly at BPPR, reflecting higher
FDIC assessment and interchange expenses related to the growing volume of
electronic transactions. The operations of Banco Popular N.A. (California)
accounted for $0.7 million in operating expenses, excluding personnel costs,
for the quarter ended March 31, 1997.
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Income tax expense rose $2.2 million from $17.3 million in the first quarter of
1996 to $19.5 million in the same quarter this year, primarily as a result of
higher pre-tax earnings. The effective tax rate for the first quarter of 1997
was 28.3%, compared with 27.7% for the same period in 1996.
BALANCE SHEET COMMENTS
Total assets at March 31, 1997, were $17.4 billion compared with $15.8 billion
at the same date last year, an increase of $1.6 billion or 10.1%. At December
31, 1996, total assets were $16.8 billion. For the first quarter of 1997,
average assets amounted to $16.9 billion compared with $15.6 billion for the
quarter ended March 31, 1996, an increase of 8.7%. Average assets for the year
ended December 31, 1996 were $16.3 billion.
Earning assets at March 31, 1997, amounted to $16.3 billion compared with $14.8
billion at March 31, 1996 and $15.5 billion at December 31, 1996. Loans
amounted to $9.9 billion at March 31, 1997, compared with $8.9 billion a year
ago. During the first quarter of 1997 the Corporation enjoyed growth in most
loans categories. Commercial and construction loans increased from $3.5 billion
at March 31, 1996 to $4.0 billion at March 31, 1997, a rise of $529 million or
15.0%. BPPR accounted for $403 million of the increase, while Banco Popular
N.A. (California) had $62 million in commercial loans at March 31,1997.
Mortgage loans rose $195 million or 8.0% as compared with March 31, 1996. Most
of the increase was at Equity One, which rose $212 million, partially offset by
a decrease of $70 million at BPPR as a result of the sale of internally
generated FNMA pools during the latter part of 1996 and the first quarter of
1997. Mortgage loans amounted to $2.6 billion as of March 31, 1997, compared
with $2.4 billion at March 31, 1996. Consumer loans increased $295 million or
12.4%, mainly at BPPR, and the lease financing portfolio rose $20 million or
3.8% as compared with March 31, 1996. Total loans at December 31, 1996 amounted
to $9.8 billion.
At March 31, 1997, money market investments amounted to $790 million
compared with $661 million as of the same date in 1996. Popular Securities had
$494 million in money market investments at the end of this quarter. Investment
securities as of March 31, 1997, totaled $5.4 billion compared with $5.0
billion as of March 31, 1996. These figures include $4.0 billion in investment
securities available-for-sale as of March 31, 1997, and $3.3 billion as of March
31, 1996. Most of the growth was reflected at BPPR, where investment securities
increased $465 million. At March 31, 1997, the trading portfolio amounted to
$263 million or a decrease of $32 million from a year earlier.
At March 31, 1997, total deposits reached $10.5 billion or $282 million higher
than $10.2 billion at March 31, 1996. Most of the increase was attained at
BPPR, where total deposits increased $216 million. Also, Banco Popular N.A.
(California) had $94 million in total deposits at March 31,1997. Total deposits
at December 31, 1996 were $10.8 billion. Total 936 deposits decreased $236
million from $874 million at December 31, 1996 to $638 million at the end of
this quarter.
Borrowings, excluding subordinated notes and capital securities, totaled $5.0
billion at March 31, 1997, from $4.0 billion at March 31, 1996. This rise was
mainly experienced at BPPR due to the decrease in 936 deposits and arbitrage
opportunities. This increase was partially offset by a decline of $208 million
in federal funds purchased and securities sold under agreements to
repurchase mainly at Popular Securities. Subordinated notes decreased $50
million, from $175 million outstanding a year ago, due to the maturity on
June 15, 1996, of the subordinated notes issued by BPPR in 1989.
During the first quarter of 1997, the Corporation issued $150 million in
Capital Securities Series A at 8.327%, through BanPonce Trust I, a statutory
business trust owned by BanPonce Financial Corp. The proceeds were upstreamed
to Popular North America in return for junior subordinated debt under the same
terms
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and conditions. The Series A Capital Securities, qualify as Tier I capital for
regulatory purposes. Such Tier I treatment provides the Corporation with a more
cost-effective means of obtaining capital for regulatory purposes.
The Corporation's stockholders' equity at March 31, 1997, amounted to $1.29
billion, compared with $1.16 billion at March 31, 1996. The increase is mainly
due to earnings retention. Also, the additional shares issued under the
Dividend Reinvestment Plan contributed $4.2 million in additional capital since
March 31, 1996. Stockholders' equity at December 31, 1996 amounted to $1.26
billion. On April 26, 1996, the Board of Directors authorized a two-for-one
common stock split effected in the form of a dividend, which doubled the
outstanding shares at the time. The new shares were issued on July 1, 1996, to
shareholders of record as of June 14, 1996, and $198 million were transferred
from retained earnings to common stock as a result of the split. All per share
data included herein have been adjusted to reflect the stock split. The
allowance for unrealized holding losses on securities available-for-sale, net
of deferred taxes, amounted to $9.9 million at March 31, 1997, compared with a
loss of $19,000 a year ago.
The market value of the Corporation's common stock at March 31, 1997 was $35.50
per share compared with $23.13 at March 31, 1996 and $33.75 at December 31,
1996. The Corporation's total market capitalization at March 31, 1997 was $2.35
billion, compared with $1.53 billion at March 31, 1996. Book value per common
share increased to $17.96 as of March 31, 1997, compared with $16.07 as of the
same date last year. The dividend payout ratio to common stockholders for the
quarter ended March 31, 1997 was 25.07%, compared with 22.96% for the same
quarter last year.
The market value of the Corporation's preferred stock at March 31, 1997, was
$26.75 per share compared with $27.25 at March 31, 1996, and $26.25 at December
31, 1996.
The Corporation's Tier I, total capital and leverage ratios at March 31, 1997,
increased to 13.35%, 15.90% and 7.71%, respectively, as compared with 11.96%,
14.68% and 6.65% at March 31, 1996.
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Part II - Other Information
ITEM 5. OTHER INFORMATION
On April 25, 1997, the shareholders of BanPonce Corporation (the "Corporation")
approved the change of the Corporation's name to Popular, Inc., at their annual
stockholders' meeting held in San Juan, Puerto Rico.
The change in name will be effective immediately and responds to the corporate
strategy which seeks a homogenous identity for the recognition and marketing of
the subsidiaries that make up the Corporation. The Corporation's symbol under
which the shares are traded in NASDAQ, BPOP, will remain unchanged.
The shareholders also voted in favor of increasing the authorized number of
shares of common stock, par value $6, from 90,000,000 to 180,000,000.
On May 6, 1997, BanPonce Financial Corp, a corporation organized under
the laws of the State of Delaware, a wholly owned subsidiary of Popular
International Bank, Inc. and a wholly owned, second-tier subsidiary of the
Corporation, changed its legal name from BanPonce Financial Corp to Popular
North America, Inc.
The change in name is in line with the Corporation's strategy to achieve
a consistent and uniform corporate image in order to facilitate recognition of
the name in all markets and to enhance the Corportion's ability to provide
financial services to the Hispanic community.
----0----
On May 8, 1997, the Corporation's Board of Directors authorized the repurchase
of up to 3 million shares of the outstanding common stock of the Corporation.
The repurchase program is being implemented to offset the issuance of shares in
the Corporation's acquisitions of Roig Commercial Bank in Puerto Rico and
National Bancorp, Inc. the parent of American Midwest Bank in Illinois.
The new autorization for repurchase of shares replaces an authorization
announced on December 15, 1994. The Corporation did not repurchase any shares
under the prior authorization.
Repurchases may be made in the open market, through one or more brokers or
dealers, or in negotiated transactions.
The 3 million shares authorized to be repurchased constitute of 4.53% of the
66,153,776 shares of Popular, Inc. common stock currently outstanding.
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27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit No. Description Exhibit Reference
----------- ------------------- ---------
3(a) Restated Certificate of Incorporation of Popular,
Inc., as amended (English translation).
(Incorporated by reference from Registration
Statement No: 333-26941, exhibit 4(a))
3(b) Certificate of Incorporation of Popular North
America, Inc., as amended. (Incorporated by
reference from Registration Statement No.
333-26941, exhibit 4(c)
19 Quarterly Report to shareholders for the Exhibit "A"
period ended March 31, 1997
27 Financial Data Schedule (for SEC use only) Exhibit "B"
b) Two reports on Form 8-K were filed for the quarter ended March 31, 1997:
-----------------------------------------------------------------------
Dated: January 9, 1997 and February 19, 1997
Items reported: Item 5 - Other Events
Item 7 - Financial Statements, Pro-Forma, Financial Information
and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
Popular, Inc.
--------------------
(Registrant)
Date: May 14, 1997 By: /s/ Jorge A. Junquera
------------- ------------------------------------
Jorge A. Junquera
Senior Executive Vice President
Date: May 14, 1997 By: /s/ Amilcar L. Jordan
------------- ------------------------------------
Amilcar L. Jordan, Esq.
Senior Vice President & Comptroller