SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED DECEMBER 31, 1998 COMMISSION FILE NO. 001-12647 ORIENTAL FINANCIAL GROUP INC. INCORPORATED IN THE COMMONWEALTH OF PUERTO RICO IRS EMPLOYER IDENTIFICATION NO. 66-0259436 PRINCIPAL EXECUTIVE OFFICES: 68 MUNOZ RIVERA AVENUE 501 HATO REY TOWER HATO REY, PUERTO RICO 00918 TELEPHONE NUMBER: (787) 766-1986 - ------------------------------------------------------------------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: COMMON STOCK ($1.00 PAR VALUE) 13,554,653 SHARES OUTSTANDING AS OF DECEMBER 31, 1998 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE 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 . --- --- TABLE OF CONTENTS PAGE - ------------------------------------------------------------------------------- PART - 1 - ------------------------------------------------------------------------------- ITEM - 1 FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AT DECEMBER 31, 1998 (UNAUDITED) AND JUNE 30, 1998. 1 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTER AND SIX MONTHS PERIOD ENDED DECEMBER 31, 1998 AND 1997. 2 UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 1998 AND 1997. 3 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 1998 AND 1997. 4 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 5-8 ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9-23 PART - 2 - ------------------------------------------------------------------------------- ITEM - 1 LEGAL PROCEEDINGS 23 ITEM - 2 CHANGE IN SECURITIES - NONE 23 ITEM - 3 DEFAULTS UPON SENIOR SECURITIES - NONE 23 ITEM - 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE 23 ITEM - 5 OTHER INFORMATION 23 ITEM - 6 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 23 SIGNATURES 23 ORIENTAL FINANCIAL GROUP INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 1998 (UNAUDITED) AND JUNE 30, 1998 (IN THOUSANDS) ASSETS - ----------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1998 JUNE 30, 1998 ----------------- ------------- Cash and due from banks $ 12,279 $ 8,831 ----------- ----------- MONEY MARKET INVESTMENTS: Securities purchased under agreements to resell -- 5,000 Time deposits with other banks 1,000 2,000 Other short-term investments, at cost 2,405 3,658 ----------- ----------- 3,405 10,658 ----------- ----------- INVESTMENT SECURITIES AND OTHER INVESTMENTS: Trading securities, at fair value 33,463 42,440 Investment securities available-for-sale, at fair value 658,527 481,360 Investment securities held-to-maturity, at amortized cost , with a fair value of $130,315 at December 31, 1998 and $164,404 at June 30, 1998 128,668 162,151 Federal Home Loan Bank (FHLB) stock, at cost 13,257 10,043 ----------- ----------- 833,915 695,994 ----------- ----------- LOANS: Loans held-for-sale, at lower of cost or market 41,559 36,359 Loans receivable 523,229 514,719 ----------- ----------- TOTAL LOANS 564,788 551,078 Allowance for loan losses (9,693) (5,658) ----------- ----------- 555,095 545,420 ----------- ----------- Accrued interest receivable 14,172 14,926 Foreclosed real estate, net 316 413 Premises and equipment, net 20,927 19,555 Other assets, net 17,367 15,591 ----------- ----------- TOTAL ASSETS $ 1,457,476 $ 1,311,388 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY - ---------------------------------------------------------------------------------------------------------------------------- Deposits $ 618,622 $ 571,431 Securities sold under agreements to repurchase 534,290 416,171 Advances and borrowings from Federal Home Loan Bank 60,100 74,800 Term notes and bonds payable 106,500 114,588 Accrued expenses and other liabilities 27,192 27,368 ----------- ----------- TOTAL LIABILITIES 1,346,704 1,204,358 ----------- ----------- Commitments and contingencies -- -- ----------- ----------- STOCKHOLDERS' EQUITY: Preferred stock, no par value; 5,000,000 shares authorized; none issued Common stock, $1 par value; 20,000,000 shares authorized; 13,554,653 issued and outstanding at December 31, 1998 and 10,149,358 13,555 10,149 issued and outstanding at June 30,1998 Additional paid-in capital 23,968 27,261 Legal surplus 6,468 5,908 Retained earnings 72,596 63,756 Treasury stock, at cost, 495,486 at December 31, 1998 and 221,500 shares at June 30, 1998 (11,890) (6,199) Accumulated other comprehensive income, net of taxes 6,075 6,155 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 110,772 107,030 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,457,476 $ 1,311,388 ----------- ----------- ----------- ----------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS 1 ORIENTAL FINANCIAL GROUP INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTER AND SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997 (IN THOUSANDS, EXCEPT FOR PER SHARE INFORMATION) QUARTER ENDED SIX MONTHS PERIOD ENDED DECEMBER 31, DECEMBER 31, ------------------------ ------------------------- 1998 1997 1998 1997 ------- ------- -------- ------- INTEREST INCOME: Loans $15,231 $15,202 $30,795 $29,536 Mortgage-backed securities 8,593 5,789 15,331 11,035 Investment securities 3,601 3,624 8,111 7,104 Other interest-earning assets 337 262 636 656 ------- ------- ------- ------- TOTAL INTEREST INCOME 27,762 24,877 54,873 48,331 ------- ------- ------- ------- INTEREST EXPENSE: Deposits 7,270 6,396 14,541 12,753 Securities sold under agreements to repurchase 6,298 4,531 12,243 8,556 Other borrowed funds and interest rate risk management 2,491 3,458 5,204 6,646 ------- ------- ------- ------- TOTAL INTEREST EXPENSE 16,059 14,385 31,988 27,955 ------- ------- ------- ------- NET INTEREST INCOME 11,703 10,492 22,885 20,376 ------- ------- ------- ------- Provision for loan losses 7,150 3,700 9,750 5,000 ------- ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,553 6,792 13,135 15,376 ------- ------- ------- ------- NON-INTEREST INCOME: Bank service charges and fees 851 986 1,645 2,010 Trust, money management and brokerage fees 2,280 1,866 4,594 4,013 Mortgage banking activities 1,239 639 2,033 1,599 Rent and other operating income 87 165 222 351 Gain on sale of investment securities 6,841 264 8,447 375 Trading net activity 21 58 70 168 Servicing income -- 123 -- 695 Gain on sale of servicing assets -- 2,707 -- 2,707 ------- ------- ------- ------- TOTAL NON-INTEREST INCOME 11,319 6,808 17,011 11,918 ------- ------- ------- ------- NON-INTEREST EXPENSES: Compensation and benefits 3,799 3,734 7,273 7,631 Occupancy and equipment 1,188 1,144 2,426 2,274 Professional and service fees 654 314 995 653 Advertising and business promotion 703 466 1,262 1,135 Insurance, including deposits insurance 102 265 192 387 Communications 413 328 758 705 Municipal and other general taxes 428 411 857 821 Printing, postage, stationery and supplies 202 163 358 332 Other 732 702 1,464 1,378 ------- ------- ------- ------- TOTAL NON-INTEREST EXPENSE 8,221 7,527 15,585 15,316 ------- ------- ------- ------- INCOME BEFORE INCOME TAXES 7,651 6,073 14,561 11,978 Provision for income taxes 1,284 857 2,135 1,825 ------- ------- ------- ------- NET INCOME $ 6,367 $ 5,216 $12,426 $10,153 ------- ------- ------- ------- ------- ------- ------- ------- INCOME PER COMMON SHARE: Basic $ 0.49 $ 0.39 $ 0.95 $ 0.77 ------- ------- ------- ------- Diluted $ 0.47 $ 0.38 $ 0.92 $ 0.74 ------- ------- ------- ------- Average shares outstanding 13,077 13,285 13,125 13,242 Average shares equivalents 393 469 397 451 ------- ------- ------- ------- 13,470 13,754 13,522 13,693 ------- ------- ------- ------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2 ORIENTAL FINANCIAL GROUP INC. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND OF COMPREHENSIVE INCOME FOR THE SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997 (IN THOUSANDS) 1998 1997 ---------------------- ---------------------- CHANGES IN STOCKHOLDERS' EQUITY: - ---------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK: Balance at beginning of period $ 10,149 $ 7,990 Stock split 3,385 1,912 Stock options exercised 21 68 --------- --------- BALANCE AT END OF PERIOD 13,555 9,970 --------- --------- ADDITIONAL PAID-IN CAPITAL: Balance at beginning of period 27,261 28,631 Stock split (3,385) (1,912) Stock options exercised 92 287 --------- --------- BALANCE AT END OF PERIOD 23,968 27,006 --------- --------- LEGAL SURPLUS: Balance at beginning of period 5,908 4,002 Transfer from retained earnings 560 427 --------- --------- BALANCE AT END OF PERIOD 6,468 4,429 --------- --------- RETAINED EARNINGS: Balance at beginning of period 63,756 49,694 Net income 12,426 10,153 Dividends declared and cash paid on fractional shares (3,026) (2,474) Transfer to legal surplus (560) (427) --------- --------- BALANCE AT END OF PERIOD 72,596 56,946 --------- --------- TREASURY STOCK: Balance at beginning of period (6,199) -- Treasury stock purchased (5,691) (1,836) --------- --------- BALANCE AT END OF PERIOD (11,890) (1,836) --------- --------- ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAXES: Balance at beginning of period 6,155 913 Net change in fair value of securities available-for-sale, net of taxes (80) 1,319 --------- --------- BALANCE AT END OF PERIOD 6,075 4,777 --------- --------- TOTAL STOCKHOLDERS' EQUITY $ 110,772 $ 101,292 --------- --------- --------- --------- COMPREHENSIVE INCOME: - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 12,426 $ 10,153 --------- --------- OTHER COMPREHENSIVE INCOME, NET OF TAX: Unrealized net gains on securities arising during the period 8,367 1,694 Less: reclass adjustment for gains and losses included in net income (8,447) (375) --------- --------- NET CHANGE IN FAIR VALUE OF SECURITIES AVAILABLE-FOR-SALE, NET OF TAXES (80) 1,319 --------- --------- COMPREHENSIVE INCOME $ 12,346 $ 11,472 --------- --------- --------- --------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 3 ORIENTAL FINANCIAL GROUP INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997 (IN THOUSANDS) 1998 1997 -------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 12,426 $ 10,153 --------- --------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of deferred loan origination fees and costs (2,437) (1,681) Amortization of premiums and accretion of discounts on investment securities 1,115 495 Depreciation and amortization of premises and equipment 1,399 1,209 Provision for loan losses 7,150 5,000 Gain on sale of available-for-sale securities (8,447) (375) Gain on sale of servicing assets -- (2,707) Gain on sale of loans held-for-sale (584) (584) Decrease (increase) in trading securities 8,977 (9,328) Decrease (increase) in accrued interest receivable 754 (1,094) (Increase) decrease in other assets (1,679) 3,164 Increase (decrease) in accrued expenses and liabilities 813 (9,764) --------- --------- TOTAL ADJUSTMENTS 7,061 (15,665) --------- --------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 19,487 (5,512) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Net decrease (increase) in: Securities purchased under agreements to resell 5,000 13,500 Federal Home Loan Bank of New York stock (3,214) -- Purchases of investment securities available-for-sale (337,291) (117,785) Sales of investment securities available-for-sale 169,600 25,887 Maturities of investment securities available-for-sale 29,863 23,580 Purchases of investment securities held-to-maturity -- (3,041) Maturities and redemptions of investment securities held-to-maturity 33,301 8,816 Proceeds from sale of loans held-for-sale 51,115 -- Proceeds from sale of servicing assets -- 11,855 Net origination of loans (97,986) (95,927) Capital expenditures (2,771) (1,329) --------- --------- NET CASH USED IN INVESTING ACTIVITIES (152,383) (134,444) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in: Deposits 47,191 33,516 Securities sold under agreements to repurchase 118,119 82,793 Advances and borrowings from FHLB (14,700) 14,400 Repayments of term notes and bonds payable (8,088) (238) Proceeds from exercise of stock options 113 355 Treasury stock acquired (5,691) -- Dividends and cash paid on fractional shares (2,853) (2,417) --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 134,091 128,409 --------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,195 (11,547) Cash and cash equivalents at beginning of period 14,489 26,036 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,684 $ 14,489 --------- --------- --------- --------- SUPPLEMENTAL DISCLOSURE AND SCHEDULE OF NONCASH ACTIVITIES: Interest paid $ 57,600 $ 26,800 --------- --------- Income taxes 2,546 923 --------- --------- Real estate loans securitized into mortgage-backed securities $ 33,100 $ 60,800 --------- --------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 4 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS ORIENTAL FINANCIAL GROUP INC. - ------------------------------------------------------------------------------ NOTE 1 -- NATURE OF OPERATIONS AND BASIS OF PRESENTATION: The accounting and reporting policies of Oriental Financial Group (the "Group", "Oriental") and its subsidiaries conform with generally accepted accounting principles and banking industry general practices. These principles require management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period and, as such, these statements include amounts based on judgments and estimates made by Management. Actual results could differ from those estimates. The Group is a bank holding company that provides a wide variety of financial services through its subsidiaries. Oriental Bank and Trust, the Group's bank subsidiary, is a full-service commercial bank with a delivery system of 19 branches located throughout Puerto Rico. The Bank directly or through its wholly-owned, broker-dealer subsidiary, Oriental Financial Services Corp., offers mortgage, consumer and commercial ending, auto and equipment lease financing, financial planning, money management and investment brokerage services, corporate and individual trust services. The Bank is subject to the regulations of certain federal and local agencies. The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions for Form 10-Q. Complete information regarding the financial statements can be found in the notes to the financial statements for the year ended June 30, 1998 contained in Oriental's 1998 Annual Report. Certain reclassifications have been made to the December 31, 1997 and June 30, 1998 consolidated financial statements to conform to the presentation of the current period consolidated financial statements. In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting mainly of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of the Group at December 31, 1998 and June 30, 1998, and the results of operations and cash flows for the quarter and six months ended December 31, 1998 and 1997, in conformity with generally accepted accounting principles. NOTE 2 -- INVESTMENT AND TRADING SECURITIES: The Group's securities are classified as held-to-maturity, available-for-sale or trading. Securities for which the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Securities that might be sold prior to maturity because of interest rate changes, to meet liquidity needs, or to better match the repricing characteristics of funding sources are classified as available-for-sale. These securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported net of deferred taxes as a separate component of stockholders' equity. The Group classifies as trading those securities that are acquired and held principally for the purpose of selling them in the near term. These securities are carried at estimated fair value with realized and unrealized changes in market value included in earnings in the period in which the changes occur. Interest revenue arising from trading instruments is included in the statement of income as part of net interest income rather than in the trading profit or loss account. The Group's investment in the Federal Home Loan Bank (FHLB) of New York stock has no readily determinable fair value and can only be sold back to the FHLB at its par value. As a result, this investment is carried at cost and its redemption value represents its fair value. Premiums and discounts are amortized to interest income over the life of the related securities using the interest method. Net realized gains or losses on sales of investment securities and unrealized loss valuation adjustments considered other than temporary, if any, on securities classified as either available-for-sale or held-to-maturity are reported separately in the statement of income. Cost of securities is determined on the specific identification method. TRADING SECURITIES: A summary of trading securities owned by the Group at December 31, 1998 and June 30, 1998, is as follows: (IN THOUSANDS) ---------------------------- DECEMBER 31, JUNE 30, ------------ ------------ US GOVERNMENT SECURITIES $ 3,653 $ 3,574 MORTGAGE-BACKED SECURITIES 27,094 35,903 PASS-THROUGH CERTIFICATES 2,716 2,963 ------------ ------------ $33,463 $42,440 ------------ ------------ The Group's trading portfolio weighted average yield at the dates above was 7.50% and 7.40%, respectively. 5 INVESTMENT SECURITIES: The amortized cost, gross unrealized gains and losses, estimated fair value, and weighted average yield of the securities owned by the Group at December 31, 1998 and June 30, 1998, were as follows: DECEMBER 31, 1998 (IN THOUSANDS) ---------------------------------------------------------------------------------------- GROSS GROSS AVERAGE AMORTIZED UNREALIZED UNREALIZED FAIR WEIGHTED COST GAINS LOSS VALUE YIELD ---------------------------------------------------------------------------------------- AVAILABLE-FOR-SALE - ------------------ US GOVERNMENT SECURITIES $158,282 $4,588 $ - $162,870 6.24% PR GOVERNMENT SECURITIES 23,461 539 23 23,977 8.72% MORTGAGE-BACKED SECURITIES 375,377 3,273 762 377,888 6.62% COLLATERIZED MORTGAGE OBLIGATIONS 94,443 89 740 93,792 6.50% -------------- -------------- ------------- -------------- ------------ $651,563 8,489 1,525 $658,527 6.59% -------------- -------------- ------------- -------------- ------------ -------------- -------------- ------------- -------------- ------------ HELD-TO-MATURITY - ---------------- PR GOVERNMENT SECURITIES 3,569 3 37 3,535 7.40% MORTGAGE-BACKED SECURITIES 125,099 2,162 481 126,780 6.89% -------------- -------------- ------------- -------------- ------------ $128,668 2,165 518 130,315 6.90% -------------- -------------- ------------- -------------- ------------ -------------- -------------- ------------- -------------- ------------ FHLB STOCK 13,257 - - 13,257 7.20% -------------- -------------- ------------- -------------- ------------ $793,488 $10,654 $2,043 $802,099 6.61% -------------- -------------- ------------- -------------- ------------ -------------- -------------- ------------- -------------- ------------ JUNE 30, 1998 (IN THOUSANDS) ---------------------------------------------------------------------------------------- GROSS GROSS AVERAGE AMORTIZED UNREALIZED UNREALIZED FAIR WEIGHTED COST GAINS LOSS VALUE YIELD ---------------------------------------------------------------------------------------- AVAILABLE-FOR-SALE - ------------------ US GOVERNMENT SECURITIES $244,225 $6,146 $ 152 $250,219 6.37% PR GOVERNMENT SECURITIES 26,074 1 194 25,881 8.72% MORTGAGE-BACKED SECURITIES 202,855 2,446 41 205,260 6.86% -------------- -------------- ------------- -------------- ------------ $473,154 8,593 387 481,360 6.71% -------------- -------------- ------------- -------------- ------------ -------------- -------------- ------------- -------------- ------------ HELD-TO-MATURITY - ---------------- PR GOVERNMENT SECURITIES 3,575 1 - 3,576 7.40% MORTGAGE-BACKED SECURITIES 158,576 2,695 443 160,828 6.89% -------------- -------------- ------------- -------------- ------------ 162,151 2,696 443 164,404 6.90% -------------- -------------- ------------- -------------- ------------ -------------- -------------- ------------- -------------- ------------ FHLB STOCK 10,043 - - 10,043 7.15% -------------- -------------- ------------- -------------- ------------ $645,348 $11,289 $830 $655,807 6.72% -------------- -------------- ------------- -------------- ------------ -------------- -------------- ------------- -------------- ------------ The amortized cost and estimated fair value of the Group's investment securities at December 31, 1998, by contractual maturity, are shown in the next table. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. AVAILABLE-FOR-SALE HELD-TO-MATURITY TOTAL ----------------------------- ----------------------------- ---------------------------- AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR COST VALUE COST VALUE COST VALUE ----------------------------- ----------------------------- ---------------------------- DUE WITHIN ONE YEAR $ - $ - $ 10 $ 10 $ 10 $ 10 AFTER ONE YEAR TO FIVE YEARS 32,440 33,030 1,041 1,055 33,481 34,085 AFTER FIVE TO TEN YEARS 119,241 123,051 7,791 7,938 127,032 130,989 DUE AFTER TEN YEARS 499,882 502,448 119,826 121,312 619,708 623,758 EQUITY SECURITIES - - - - 13,257 13,257 ------------ ------------ ------------ ------------ ------------ ----------- $651,563 $658,527 $128,668 $130,315 $793,488 $802,099 ------------ ------------ ------------ ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------ ----------- 6 Securities in the due after ten years category, include an AAA-rated mortgage-backed Puerto Rico municipal bond with a fair value of $21,897,000, which commenced paying down principal on August 1, 1994 and is expected to be fully collected within the next two fiscal years. This category also includes $67,147,000 of the short-end of certain Puerto Rico GNMA tax-exempt serial certificates with an average expected life of 4 to 6 years. Proceeds from the sale of investment securities available-for-sale during the first six months of fiscals 1999 and 1998 were $169,600,000 and $25,887,000, respectively. Gross realized gains and losses on those sales during the first six months of fiscal 1999 were $8,447,000 and $0, respectively. These were $445,000 and $70,000, respectively, in the same period of fiscal 1998. NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES: - ------------------------------------------------------- The Group's lending activity is with borrowers located in Puerto Rico. Oriental's loan transactions include a diversified number of industries and activities such as individuals, sole proprietorships, partnerships, manufacturing, tourism, government, insurance and non-for-profit organizations, all of which are encompassed within four main categories: mortgage, commercial, consumer and leasing. Oriental's loan portfolio has a higher concentration of loans to consumers such as auto leases, personal loans, and residential mortgage loans. The composition of the Group's loan portfolio at December 31, 1998 and June 30, 1998 was as follows: (IN THOUSANDS) DECEMBER 31, JUNE 30, ------------ -------- LOANS SECURED BY REAL ESTATE: RESIDENTIAL $245,089 $233,161 COMMERCIAL 6,989 7,007 HOME EQUITY LOANS AND PERSONAL LOANS COLLATERALIZED BY REAL ESTATE 17,065 16,457 CONSTRUCTION, LAND ACQUISITION AND LAND IMPROVEMENTS 331 909 ------------ -------- 272,474 257,534 LESS: NET DEFERRED LOAN FEES AND SERVICING RIGHTS SOLD (3,041) (2,363) ------------ -------- 269,433 255,171 ------------ -------- OTHER LOANS: COMMERCIAL LOANS 9,813 9,428 AUTO LOANS 4,648 7,340 PERSONAL LOANS AND LINES OF CREDIT 109,682 99,808 CASH COLLATERAL AND MARGIN LOANS 4,574 2,764 FINANCING LEASES, NET OF UNEARNED INTEREST 125,079 140,208 ------------ -------- 253,796 259,548 ------------ -------- LOANS RECEIVABLE 523,229 514,719 ALLOWANCE FOR LOAN LOSSES (9,693) (5,658) ------------ -------- LOANS RECEIVABLE, NET 513,536 509,061 LOANS HELD-FOR-SALE 41,559 36,359 ------------ -------- TOTAL LOANS, NET $555,095 $545,420 ------------ -------- ------------ -------- At December 31, 1998 and June 30, 1998 mortgage loans held-for-sale amounted $41,559,000 and $36,359,000 respectively. All mortgage loans originated and sold during the first six months of fiscal 1999 and 1998 were sold based on pre-established commitments or at market values, which in both situations equal or exceeded the carrying value of the loans. Net gains on those sales during the first six months of fiscal years 1999 and 1998 were $584,200 and $583,700, respectively, and are included in the statement of income as part of mortgage banking activities. Refer to Table 10 at page 21 of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the changes in the allowance for loan losses for the quarter and six months ended December 31, 1998 and 1997. NOTE 4 - INTEREST RATE RISK MANAGEMENT - -------------------------------------- The Group utilizes interest rate swaps and caps as an interest rate risk hedging mechanism. Under the swaps, the Group pays a fixed annual cost and receives a floating ninety-day payment based on LIBOR. Floating rate payments received from the swap counterparty correspond to the floating rate payments made on the borrowings or notes thus resulting in a net fixed rate cost to the Group. Under the caps, Oriental pays an up front premium or fee for the right to receive cash flow payments in excess of the predetermined cap rate; thus, effectively capping its interest rate cost for the duration of the agreement. 7 The following table indicates the types of swaps and caps outstanding and their terms at December 31 and June 30, 1998: (DOLLARS IN THOUSANDS): DEC. 31, 1998 JUNE 30, 1998 - ----------------------- ------------- ------------- INTEREST RATE SWAPS - ------------------- NOTIONAL AMOUNT $220,000 $370,000 WEIGHTED AVERAGE PAY RATE -- FIXED 5.76% 5.73% WEIGHTED AVERAGE RECEIVE RATE -- FLOATING 5.29% 5.43% MATURITY IN MONTHS 1 TO 32 1 TO 35 FLOATING RATE IN PERCENT OF LIBOR 85 TO 100% 84 TO 100% CAPS - ---- NOTIONAL AMOUNT $170,000 $150,000 CAP RATE 6.00-6.50% 6.50% CURRENT 90 DAY LIBOR 5.07% 5.72% MATURITY IN MONTHS 2 TO 15 3 TO 18 The caps and interest rate swaps were entered to convert short-term borrowings into fixed rate liabilities for longer periods of time and provide protection against increases in interest rates. The amounts potentially subject to credit loss are the net streams of payments under the agreements and not the notional principal amounts used to express the volume of the swaps. The Group controls the credit risk of its interest rate swap agreements through approvals, limits, monitoring procedures and collateral, where considered necessary. The Group does not anticipate nonperformance by the counterparties. S&P INTEREST RATE SWAP - ---------------------- The Group offers its customers certificates of deposit which yields are tied to the performance of a stock market index, Investor IRA and Investor CD. At the end of five years, the depositor will receive a specified percent of the average increase of the month-end value of the Standard & Poor's 500 stock index. If such index decreases, the depositor receives the principal without any interest. The Group utilizes interest rate swap/hedge agreements with major money center banks to manage its exposure to the stock market. Under the terms of the agreements, the Group will receive the average increase of the month-end value of the Standard & Poor's index in exchange for a semiannual fixed interest cost. At December 31, 1998, the notional amount of these agreements totaled $54,332,000. NOTE 7 - INCOME PER COMMON SHARE AND STOCK SPLIT - ------------------------------------------------ On August 18, 1998, the Group declared a four-for-three (33.3%) stock split on its 10,154,358 shares of common stock outstanding at September 30, 1998. As a result, 3,384,674 shares of common stock were issued on October 15, 1998 thus increasing shares to 13,539,032 at such date. Earnings per share for all periods presented in the Consolidated Statements of Income are computed in accordance with the provisions of Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). Basic earnings per share excludes potential dilution and is calculated by dividing net income by the weighted average number of outstanding common shares. Diluted earnings per share is similar to the computation of basic earnings per share except that the weighted average common shares are increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Exercisable stock options outstanding under the Group's stock option plan were considered in the diluted earnings per share. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------------- OVERVIEW OF FINANCIAL PERFORMANCE Oriental reported an increase of 24% in diluted earnings per share for the second quarter of fiscal 1999, as net income increased to $6.4 million or $.47 per share from $5.2 million or $.38 per share in the same period of fiscal 1998. For the first six months of fiscal 1999, the Group's diluted earnings per share also increased 24%, as net income reached $12.4 million or $.92 per share compared with $10.2 million or $.74 per share in the same period of fiscal 1998. All per share figures have been retroactively adjusted for the four-for-three (33.3%) stock split on common stock distributed on October 15, 1998. The Group's earnings growth reflects increases in both net interest income and non-interest income, partially offset by an increase in the provision for loan losses. This earnings improvement results from a solid growth in interest-earning assets and strong performances by the Group's mortgage banking, treasury, trust, brokerage and money management business units. The Group's profitability ratios for the first six months of fiscal 1999 reflect returns of 1.79% on assets (ROA) and 21.73% on stockholder's equity (ROE) versus 1.73% and 21.09%, respectively, in the comparable fiscal 1998 period. At December 31, 1998, the Group's total financial assets owned or managed, which consists of assets owned by the Bank, assets managed by the trust and assets gathered by the broker-dealer, reached $3.585 billion, an increase of 24% when compared to the $2.884 billion a year ago. At December 31, 1998, assets owned by the Bank reached $1.458 billion from $1.203 million a year ago, an increase of 21%. Assets managed by the trust grew 17% to $1.314 billion versus $1.121 billion a year ago, and assets gathered by the broker-dealer increased 45% to $813.3 million from $560.6 million the year before. See "Selected Financial Data" on page 10 for more details. The different components that resulted in the Group's continued profitability are discussed in detail in the following pages. RESULT OF OPERATIONS As a diversified financial services provider, the Group's earnings depend not only on the net interest income generated from its banking activity, but also from fees and other non-interest income generated from the wide array of financial services offered. Net interest income, the Group's main source of earnings, is affected by the difference between rates of interest earned on the Group's interest-earning assets and rates paid on its interest-bearing liabilities (interest rate spread) and the relative amounts of its interest-earning assets and interest-bearing liabilities (interest rate margin). As further discussed in the Risk Management section, the Group constantly monitors the composition and repricing of its assets and liabilities to maintain its net interest income at adequate levels and to avoid undertaking highly sensitive positions that could affect its earnings capacity in a volatile interest rate environment. Non-interest income, the second largest source of earnings, is affected by the level of trust assets under management, transactions generated by gathering of financial assets by the broker-dealer subsidiary, the level of mortgage banking activities, and fees generated from loans and deposit accounts. NET INTEREST INCOME Net interest income for the second quarter of fiscal 1999 reached $11.70 million, 12% or $1.21 million higher than the $10.49 million reported in the same period of fiscal 1998. For the first six months of fiscal 1999, net interest income also rose 12% to $22.89 million from $20.38 million fin the same period a year ago. The net interest income growth for the second quarter and first six months of fiscal 1999 was driven by increases due to a higher volume of net interest-earning assets and was partially offset by a margin erosion due to changes in rates and in the composition of interest-earning assets and related interest-bearing liabilities. For the second quarter of fiscal 1999 the interest rate spread and margin were 3.39% and 3.61%, as compared to 3.60% and 3.83%, respectively, in the same period of fiscal 1998. For the first six months of fiscal 1999 these were 3.37% and 3.60%, respectively, versus 3.58% and 3.81%, respectively, in the same period of fiscal 1998. Table 1 and 1-A analyzes the major categories of interest-earning assets and interest-bearing liabilities, and their respective interest income and expenses and yields and costs, and their impact on net interest income due to their changes in volume and rates. The Group's interest income for the second quarter of fiscal of 1999 increased by 12% or $2.88 million to $27.76 million from $24.88 million posted in the second quarter of fiscal 1998. For the first six months of fiscal 1999, interest income rose by 14% or $6.54 million to $54.87 million from $48.33 million posted in fiscal 1998. These growths in interest income were driven by larger average volume of interest-earning assets, partially offset by a decline in the yield performance of interest-earning assets. Average interest-earnings assets for the second quarter of fiscal 1999 reached $1.306 billion an increase of 18% compared with $1.105 billion for the same quarter of fiscal 1998. For the first six months of fiscal 1999, average interest-earning assets grew 19% to $1.281 billion from $1.078 million a year ago. These volume increase were fueled by a solid growth on the Group's investment portfolios, mainly mortgaged-backed securities as Oriental continues its strategy of securiticizing its larger mortgage loan production. 9 SELECTED FINANCIAL DATA FOR THE QUARTER AND SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997 (IN THOUSANDS, EXCEPT FOR PER SHARE RESULTS) QUARTER ENDED SIX MONTHS PERIOD ENDED DECEMBER 31, DECEMBER 31, --------------------------------------------- -------------------------------------- 1998 1997 1998 1997 -------------------- ------------------- ------------------- --------------- CONDENSED EARNINGS REPORT: - ------------------------------------------------------------------------------------------------------------------------------ INTEREST INCOME $27,762 $24,877 $54,873 $48,331 INTEREST EXPENSE 16,059 14,385 31,988 27,955 --------------- ------------------- ------------------- ----------------- NET INTEREST INCOME 11,703 10,492 22,885 20,376 PROVISION FOR LOAN LOSSES 7,150 3,700 9,750 5,000 RECURRING NON-INTEREST INCOME 4,457 3,656 8,494 7,973 NON-RECURRING NON-INTEREST INCOME 6,862 3,152 8,517 3,945 RECURRING NON-INTEREST EXPENSES 8,012 7,476 15,248 15,265 NON-RECURRING NON-INTEREST EXPENSES 209 51 337 51 PROVISION FOR INCOME TAXES 1,284 857 2,135 1,825 --------------- ------------------- ------------------- ----------------- NET INCOME $ 6,367 $ 5,216 $12,426 $10,153 --------------- ------------------- ------------------- ----------------- INCOME PER SHARE: - ------------------------------------------------------------------------------------------------------------------------------ BASIC $ 0.49 $ 0.39 $ 0.95 $ 0.77 --------------- ------------------- ------------------- ----------------- DILUTED $ 0.47 $ 0.38 $ 0.92 $ 0.74 --------------- ------------------- ------------------- ----------------- DIVIDENDS DECLARED PER SHARE $ 0.115 $ 0.094 $ 0.228 $ 0.188 --------------- ------------------- ------------------- ----------------- AVERAGE COMMON SHARES OUTSTANDING 13,077 13,285 13,125 13,242 AVERAGE POTENTIAL COMMON STOCK OPTIONS 393 469 397 451 --------------- ------------------- ------------------- ----------------- TOTAL AVERAGES SHARES AND EQUIVALENTS 13,470 13,754 13,522 13,693 --------------- ------------------- ------------------- ----------------- BOOK VALUE $ 8.17 $ 7.62 ------------------- ----------------- MARKET PRICE AT PERIOD END $ 31.31 $ 22.18 ------------------- ----------------- PERIOD END BALANCES: (DECEMBER 31, ) - ------------------------------------------------------------------------------------------------------------------------------ TOTAL BANK ASSETS $1,457,500 $1,202,600 TRUST ASSETS MANAGED 1,313,800 1,120,700 ASSETS GATHERED BY BROKER-DEALER 813,300 560,600 ------------------- ----------------- TOTAL FINANCIAL ASSETS $3,584,600 $2,883,900 ------------------- ----------------- INVESTMENT AND TRADING SECURITIES $ 837,320 $ 585,619 LOANS AND LOANS HELD-FOR-SALE, NET 555,095 558,995 ------------------- ----------------- INTEREST-EARNING ASSETS $1,392,415 $1,144,614 ------------------- ----------------- DEPOSITS $ 618,622 $ 531,058 REPURCHASE AGREEMENTS 534,290 330,708 BORROWINGS 166,600 218,978 ------------------- ----------------- INTEREST-BEARING LIABILITIES $1,319,512 $1,080,744 ------------------- ----------------- CAPITAL $ 110,772 $ 101,292 ------------------- ----------------- REGULATORY CAPITAL RATIOS (IN PERCENT): - ------------------------------------------------------------------------------------------------------------------------------ LEVERAGE CAPITAL 7.24% 7.97% ------------------- ----------------- TOTAL RISK-BASED CAPITAL 19.62% 19.45% ------------------- ----------------- TIER 1 RISK-BASED CAPITAL 18.37% 18.20% ------------------- ----------------- SELECTED FINANCIAL RATIOS (IN PERCENT): - ------------------------------------------------------------------------------------------------------------------------------ RETURN ON AVERAGE EQUITY (ROE) 1.79% 1.73% ------------------- ----------------- RETURN ON AVERAGE ASSETS (ROA) 21.73% 21.09% ------------------- ----------------- EFFICIENCY RATIO 48.59% 52.35% ------------------- ----------------- EXPENSE RATIO 1.05% 1.22% ------------------- ----------------- AVERAGE EQUITY TO AVERAGE TOTAL ASSETS 7.60% 8.42% ------------------- ----------------- INTEREST RATE SPREAD 3.37% 3.58% ------------------- ----------------- OTHER INFORMATION: - ------------------------------------------------------------------------------------------------------------------------------ NUMBER OF BANKING OFFICES 19 18 ------------------- ----------------- 10 TABLE 1 - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE: - --------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) SECOND QUARTER OF FISCAL, - ----------------------------------------- -------------------------------------------------------------------------------------- INTEREST AVERAGE RATE AVERAGE BALANCE ------------------------------- ------------------------ ------------------------- DESCRIPTION 1999 1998 1999 1998 1999 1998 - ----------------------------------------- -------------- -------------- ------------ ---------- --------- ----------- INTEREST-EARNING ASSETS: - ------------------------ REAL ESTATE LOANS (2) $ 6,972 $ 6,734 9.95% 9.53% $ 280,169 $ 282,721 CONSUMER LOANS 4,468 3,443 13.80% 13.77% 128,462 99,217 COMMERCIAL LOANS 257 268 10.18% 10.61% 10,103 10,119 FINANCING LEASES 3,534 4,757 11.97% 12.41% 118,096 153,349 ---------- ---------- --------- --------- ---------- --------- TOTAL LOANS (1) 15,231 15,202 11.32% 11.12% 536,830 545,406 ---------- ---------- --------- --------- ---------- --------- MORTAGE-BACKED SECURITIES 8,593 5,789 6.49% 7.13% 529,596 324,990 INVESTMENT SECURITIES 3,601 3,624 6.66% 6.74% 216,246 215,124 OTHER INTEREST-EARNING ASSETS 337 262 5.59% 5.15% 23,651 19,890 ---------- ---------- --------- --------- ---------- --------- TOTAL INVESTMENTS 12,531 9,675 6.51% 6.91% 769,493 560,004 ---------- ---------- --------- --------- ---------- --------- TOTAL INTEREST-EARNING ASSETS $ 27,762 $ 24,877 8.49% 8.99% $1,306,323 $1,105,410 ---------- ---------- --------- --------- ---------- --------- INTEREST-BEARING LIABILITIES: - ----------------------------- SAVINGS AND DEMAND ACCOUNTS $ 701 $ 687 2.21% 2.64% $ 125,785 $ 103,247 CERTIFICATES OF DEPOSIT 4,902 4,484 5.28% 5.42% 368,102 328,336 IRA'S AND ZERO COUPON BONDS 1,667 1,225 5.83% 6.14% 113,350 79,268 ---------- ---------- --------- --------- ---------- --------- TOTAL DEPOSITS 7,270 6,396 4.75% 4.97% 607,237 510,851 ---------- ---------- --------- --------- ---------- --------- REPURCHASE AGREEMENTS 6,298 4,531 5.29% 5.51% 472,701 326,259 FHLB BORROWINGS AND ADVANCES 876 1,550 5.73% 5.85% 60,697 105,204 TERM NOTES AND OTHER SOURCES OF FUNDS 1,366 1,553 4.94% 5.25% 108,220 115,637 INTEREST RATE RISK MANAGEMENT 249 355 0.15% 0.26% -- -- ---------- ---------- --------- --------- ---------- --------- TOTAL OTHER BORROWINGS 8,789 7,989 5.44% 5.79% 641,618 547,100 ---------- ---------- --------- --------- ---------- --------- TOTAL INTEREST-BEARING LIABILITIES $ 16,059 $ 14,385 5.10% 5.39% $1,248,855 $1,057,951 ---------- ---------- --------- --------- ---------- --------- NET INTEREST INCOME $ 11,703 $ 10,492 3.39% 3.60% ---------- ---------- --------- --------- ---------- ---------- --------- --------- INTEREST RATE MARGIN 3.61% 3.83% --------- --------- NET INTEREST EARNING ASSETS $ 57,468 $ 47,459 --------- --------- --------- --------- INTEREST-EARNING ASSETS TO INTEREST BEARING LIABILITIES RATIO 104.60% 104.49% --------- --------- CHANGE IN NET INTEREST INCOME DUE TO VOLUME/RATE: VOLUME RATE TOTAL ------------------- ---------------- ----------------- INTEREST INCOME - --------------- LOANS (1) (2) $ (147) $ 176 $ 29 MORTAGE-BACKED SECURITIES 3,645 (841) 2,804 INVESTMENT SECURITIES 19 (42) (23) OTHER INTEREST-EARNING ASSETS 48 27 75 ------- ------- ------- TOTAL INTEREST INCOME $ 3,565 $ (680) $ 2,885 ------- ------- ------- INTEREST EXPENSE - ---------------- DEPOSITS $ 1,211 $ (337) $ 874 REPURCHASE AGREEMENTS 2,017 (250) 1,767 FHLB ADVANCES AND BORROWINGS (650) (24) (674) TERM NOTES AND OTHER SOURCES OF FUNDS (97) (90) (187) INTEREST RATE RISK MANAGEMENT (52) (54) (106) ------- ------- ------- TOTAL INTEREST EXPENSE $ 2,429 $ (755) $ 1,674 ------- ------- ------- NET INTEREST INCOME $ 1,136 $ 75 $ 1,211 ------- ------- ------- ------- ------- ------- NOTES: (1) - LOANS AVERAGE BALANCES EXCLUDE NON-PERFORMING LOANS. (2) - REAL ESTATE AVERAGE BALANCES INCLUDE LOANS-HELD-FOR-SALE. 11 TABLE 1A - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE: - ------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) FIRST SIX MONTHS OF FISCAL, - -------------------------------------------- ----------------------------------------------------------------------------------- INTEREST AVERAGE RATE AVERAGE BALANCE -------------------------- --------------------- --------------------------- DESCRIPTION 1999 1998 1999 1998 1999 1998 - -------------------------------------------- ---------- ---------- --------- ------- ---------- ----------- INTEREST-EARNING ASSETS: - ------------------------ REAL ESTATE LOANS (2) $ 14,237 $ 13,227 9.96% 9.51% $ 285,982 $ 278,149 CONSUMER LOANS 8,712 6,493 13.63% 13.61% 126,791 94,658 COMMERCIAL LOANS 532 561 11.27% 11.38% 9,443 9,859 FINANCING LEASES 7,314 9,255 11.96% 11.87% 122,320 155,902 ---------- ---------- -------- ------ ---------- ---------- TOTAL LOANS (1) 30,795 29,536 11.28% 10.94% 544,536 538,568 ---------- ---------- -------- ------ ---------- ---------- MORTAGE-BACKED SECURITIES 15,331 11,035 6.56% 7.15% 467,596 308,857 INVESTMENT SECURITIES 8,111 7,104 6.57% 6.77% 246,906 209,998 OTHER INTEREST-EARNING ASSETS 636 656 5.65% 6.30% 22,001 20,367 ---------- ---------- -------- ------ ---------- ---------- TOTAL INVESTMENTS 24,078 18,795 6.53% 6.97% 736,503 539,222 ---------- ---------- -------- ------ ---------- ---------- TOTAL INTEREST-EARNING ASSETS $ 54,873 $ 48,331 8.55% 8.95% $1,281,039 $1,077,790 ---------- ---------- -------- ------ ---------- ---------- INTEREST-BEARING LIABILITIES: - ----------------------------- SAVINGS AND DEMAND ACCOUNTS $ 1,445 $ 1,359 2.38% 2.62% $ 120,377 $ 102,759 CERTIFICATES OF DEPOSIT 9,777 8,965 5.37% 5.41% 360,961 328,694 IRA'S AND ZERO COUPON BONDS 3,319 2,429 5.83% 6.15% 112,955 78,363 ---------- ---------- -------- ------ ---------- ---------- TOTAL DEPOSITS 14,541 12,753 4.85% 4.96% 594,293 509,816 ---------- ---------- -------- ------ ---------- ---------- REPURCHASE AGREEMENTS 12,243 8,556 5.34% 5.47% 454,753 310,541 FHLB BORROWINGS AND ADVANCES 1,873 2,851 5.67% 5.78% 64,533 96,144 TERM NOTES AND OTHER SOURCES OF FUNDS 2,867 3,095 5.04% 5.25% 111,381 115,309 INTEREST RATE RISK MANAGEMENT 464 700 0.15% 0.27% -- -- ---------- ---------- -------- ------ ---------- ---------- TOTAL OTHER BORROWINGS 17,447 15,202 5.49% 5.78% 630,667 521,994 ---------- ---------- -------- ------ ---------- ---------- TOTAL INTEREST-BEARING LIABILITIES $ 31,988 $ 27,955 5.18% 5.37% $1,224,960 $1,031,810 ---------- ---------- -------- ------ ---------- ---------- NET INTEREST INCOME $ 22,885 $ 20,376 3.37% 3.58% ---------- ---------- -------- ------ ---------- ---------- INTEREST RATE MARGIN 3.60% 3.81% -------- ------ NET INTEREST EARNING ASSETS $ 56,079 $ 45,980 ---------- ---------- ---------- ---------- INTEREST-EARNING ASSETS TO INTEREST BEARING LIABILITIES RATIO 104.58% 104.46% ---------- ---------- CHANGE IN NET INTEREST INCOME DUE TO VOLUME/RATE: VOLUME RATE TOTAL - ------------------------------------------------- ------- -------- -------- INTEREST INCOME - --------------- LOANS (1) (2) $ 541 $ 718 $ 1,259 MORTAGE-BACKED SECURITIES 5,671 (1,375) 4,296 INVESTMENT SECURITIES 1,249 (242) 1,007 OTHER INTEREST-EARNING ASSETS 51 (71) (20) ------- ------- ------- TOTAL INTEREST INCOME $ 7,512 $ (970) $ 6,542 ------- ------- ------- INTEREST EXPENSE - ---------------- DEPOSITS $ 2,167 $ (379) $ 1,788 REPURCHASE AGREEMENTS 3,941 (254) 3,687 FHLB ADVANCES AND BORROWINGS (914) (64) (978) TERM NOTES AND OTHER SOURCES OF FUNDS (103) (125) (228) INTEREST RATE RISK MANAGEMENT (108) (128) (236) ------- ------- ------- TOTAL INTEREST EXPENSE 4,983 (950) 4,033 ------- ------- ------- NET INTEREST INCOME $ 2,529 $ (20) $ 2,509 ------- ------- ------- NOTES: - ------ (1) - LOANS AVERAGE BALANCES EXCLUDE NON-PERFORMING LOANS. (2) - REAL ESTATE AVERAGE BALANCES INCLUDE LOANS-HELD-FOR-SALE. 12 The average yield on interest-earning assets for the second quarter of fiscal 1999 was 8.49% or 50 basis points lower than the 8.99% attained in fiscal 1998. For the first six months of fiscal 1999 was to 8.55% or 40 basis points lower than the 8.95% reported a year ago. The main reason for these reductions was the proportionately higher increase in the total average investment portfolio, which carries a lower yield than the loan portfolio but generates a significant amount of tax-exempt interest, which lowers the Group's effective tax rate. For the second quarter and first six months of fiscal 1999, the average yield on investments securities fell to 6.51% and 6.53%, respectively, versus the 6.91% and 6.97%, respectively, attained in fiscal 1998, due to a general reduction on market rates. The yield on loans improved to 11.32% and 11.28%, respectively, versus the 11.12% and 10.94% reported in the respective periods of fiscal 1998. The improvements in the loan yield performance were fueled by the higher yields attained on the consumer and real estate loan portfolios. Interest expense for the second quarter fiscal 1999 rose 12% or $1.67 million to $16.06 million from $14.39 million reported in fiscal 1998. For the first six months of fiscal 1999, interest expense also grew by 12% or $4.03 million to $31.99 million from $27.96 million posted in fiscal 1998. These increases were driven by a higher volume of interest-bearing liabilities used to fund the Group's interest-earning assets growth, as previously explained; tempered by a decline in the average cost of funds. Average interest-bearing liabilities for the second quarter and first six months of fiscal 1999 reached $1.24 billion and $1.22 billion, respectively, versus $1.06 billion and $1.03 billion, respectively, in fiscal 1998, an increase of 18% and 19%, respectively. The growths in interest-bearing liabilities average volume reflect strong increases in the average volume of deposits and repurchase agreements. In the second quarter and first six months of fiscal 1999 average deposits volume rose to $607.2 million and $594.3, respectively, from $510.9 million and $509.8, respectively, in fiscal 1998, an increase of 19% and 16%, respectively. IRA accounts were the main contributor to the rise, followed by certificates of deposits and savings and demand accounts. The average volume of repurchase agreements for the second quarter of fiscal 1999 rose by 45% to $472.7 million from $326.2 million in fiscal 1998. For the first six months of fiscal 1999, grew by 46% to $454.8 from $310.5 million in fiscal 1998. These rises were necessary to fund the Group's total interest-earning asset growth. The average cost of funds on interest-bearing liabilities for the second quarter of fiscal 1999 was 5.10% or 29 basis points lower than the 5.39% attained in fiscal 1998. For the first six months of fiscal 1999, was 5.18% or 19 basis points lower than the 5.37% attained in fiscal 1998. Both decreases were principally related to a decline in the cost of repurchase agreements, IRA funds and term notes; enhanced by a reduction in the cost of interest-hedging activities (swaps and caps). A favorable lower interest rate scenario resulting from short-term interest rate cuts by the federal reserve triggered the overall reduction in cost of funds. PROVISION FOR LOAN LOSSES For the second quarter of fiscal 1999, the Group provided $7.15 million for loan losses compared with $3.7 million for the same period of fiscal 1998. For the six-month period ended December 31, 1998, the provision for loan losses amounted to $9.75 million compared with $5 million in the same period the year before. The main reason for the increase in the provision for fiscal 1999 was management's goal of further expanding the Group's coverage ratio of reserve to total loans, which increased to 1.72% from .98% a quarter ago. Also to respond to the higher level of credit losses in the consumer and leasing portfolios due to a record level of personal bankruptcies experienced in Puerto Rico. Please refer to the allowance for loan losses and non-performing assets section for a more detailed analysis of the allowance for loan losses, net charge-offs and credit quality statistics. NON-INTEREST INCOME During the second quarter and first six months of fiscal 1999 non-interest income continued to be a major driver of the Group's earnings improvement as it reached $11.32 million and $17.01, respectively, from $6.81 million and $11.92 million, respectively, in the same period of fiscal 1998, see Table 2. Recurring non-interest income for the second quarter and first six months of fiscal 1999 totaled $4.46 million and $8.49 million, respectively, which represents an increase of 22% and 7%, respectively, versus the $3.66 million and $7.97 million, respectively, in the same period of fiscal 1998. These rises were fueled by increases in mortgage banking activities and trust, brokerage and money management revenues; partially tempered by a decline in bank service fees and charges and other income as result of a lower leasing activity. Trust, money management and brokerage fees, the principal component of recurring non-interest income, reflected strong results during fiscal 1999. For the second quarter and first six months of fiscal 1999, this fees totaled $2.28 million and $4.59 million, respectively, versus the $1.87 million and $4.01 million recorded in the same period the year before, up 22% and 14%, respectively. This increases were possible to a larger volume of accounts and assets managed by the trust department and a significant growth in the assets gathered by the broker-dealer subsidiary, see "Financial Condition" section. 13 ORIENTAL FINANCIAL GROUP SELECTED FINANCIAL DATA (IN THOUSANDS) QUARTER ENDED SIX MONTHS PERIOD ENDED DECEMBER 31, DECEMBER 31, --------------------------- ---------------------------- 1998 1997 1998 1997 --------- --------- --------- --------- TABLE 2 - NON-INTEREST INCOME SUMMARY - --------------------------------------------------------------------------------------------------------------------------------- BANK SERVICE FEES AND CHARGES $ 851 $ 986 $ 1,645 $ 2,010 TRUST, MONEY MANAGEMENT AND BROKERAGE FEES 2,280 1,866 4,594 4,013 RECURRING MORTGAGE BANKING ACTIVITIES 1,239 639 2,033 1,599 RENT AND OTHER OPERATING INCOME 87 165 222 351 ------- ------- ------- ------- RECURRING NON-INTEREST INCOME 4,457 3,656 8,494 7,973 ------- ------- ------- ------- NET GAIN ON SALE OF INVESTMENTS 6,841 264 8,447 375 TRADING ACCOUNT INCOME 21 58 70 168 FEES FROM MORTGAGE LOANS SERVICED FOR OTHERS, NET -- 123 -- 695 NET GAIN ON SALE OF SERVICING ASSETS -- 2,707 -- 2,707 ------- ------- ------- ------- NON RECURRING NON-INTEREST INCOME 6,862 3,152 8,517 3,945 ------- ------- ------- ------- TOTAL NON-INTEREST INCOME $11,319 $ 6,808 $17,011 $11,918 ------- ------- ------- ------- ------- ------- ------- ------- RECURRING NON-INTEREST INCOME TO NON-INTEREST EXPENSES RATIO 55.63% 48.90% 55.71% 52.23% ------- ------- ------- ------- TABLE 3 - NON-INTEREST EXPENSES SUMMARY - --------------------------------------------------------------------------------------------------------------------------------- COMPENSATION AND BENEFITS $ 3,799 $ 3,734 $ 7,273 $ 7,631 OCCUPANCY AND EQUIPMENT 1,188 1,144 2,426 2,274 PROFESSIONAL FEES 654 314 995 653 ADVERTISING AND PROMOTION 703 466 1,262 1,135 INSURANCE, INCLUDING DEPOSITS INSURANCE 102 265 192 387 REAL ESTATE OWNED EXPENSES 5 11 12 40 COMMUNICATIONS 413 328 758 705 MUNICIPAL AND PROPERTY TAXES 428 411 857 821 PRINTING, STATIONERY, POSTAGE AND SUPPLIES 202 163 358 332 OTHER OPERATING EXPENSES 518 640 1,115 1,287 ------- ------- ------- ------- TOTAL RECURRING NON-INTEREST EXPENSES 8,012 7,476 15,248 15,265 OTHER NON-RECURRING EXPENSES 209 51 337 51 ------- ------- ------- ------- TOTAL NON-INTEREST EXPENSES $ 8,221 $ 7,527 $15,585 $15,316 ------- ------- ------- ------- RELEVANT RATIOS: - ---------------- EFFICIENCY RATIO 49.58% 52.84% 48.59% 52.35% ------- ------- ------- ------- EXPENSE RATIO 1.09% 1.34% 1.05% 1.22% ------- ------- ------- ------- TABLE 4 - COMPENSATION AND BENEFITS SUMMARY - --------------------------------------------------------------------------------------------------------------------------------- FIXED COMPENSATION $ 2,030 $ 2,146 $ 4,017 $ 4,368 VARIABLE COMPENSATION 1,439 1,208 2,611 2,513 OTHER COMPENSATION AND BENEFITS 330 380 645 750 ------- ------- ------- ------- TOTAL COMPENSATION $ 3,799 $ 3,734 $ 7,273 $ 7,631 ------- ------- ------- ------- RELEVANT RATIOS: COMPENSATION TO TOTAL RECURRING NON-INTEREST EXPENSES 47.42% 49.95% 47.70% 49.99% ------- ------- ------- ------- VARIABLE COMPENSATION OF TOTAL COMPENSATION 41.48% 36.02% 39.39% 36.52% ------- ------- ------- ------- COMPENSATION TO TOTAL AVERAGE ASSETS 1.06% 1.24% 1.05% 1.29% ------- ------- ------- ------- AVERAGE COMPENSATION PER EMPLOYEE $ 39.9 $ 37.7 ------- ------- BANK ASSETS PER EMPLOYEE $ 4,642 $ 3,181 ------- ------- GROUP'S WORK FORCE: - ------------------- BANK STAFF 314 347 TRUST STAFF 28 24 BROKERAGE STAFF 11 7 ------- ------- 353 378 ------- ------- 14 Recurring mortgage banking activities, amounted to $1.24 million in the second quarter of fiscal 1999, 94% higher than the $639,000 earned in the same period of fiscal 1998. They totaled $2.03 million for the first six months of fiscal 1999, an increase of 27% versus the $1.60 million a year ago. Both increases were driven by a higher volume of loan origination combined with gains realized on sale of mortgage loans in the secondary market. This increase reflects the robust home finance market in Puerto Rico as Oriental's consolidates as the third largest mortgage origination producer. Bank services fees and charges, which consist primarily of service charges on deposit accounts, leasing fees and late charges collected on loans, amounted to $851,000 for the second quarter fiscal 1999, 14% lower when compared to the $986,000 reported on the same period a year earlier. They totaled $1.65 million for the first six months of fiscal 1999, a 18% drop versus the $2.01 million on the same period in fiscal 1998. Both decreases were a combination of a decline in leasing fees, as result of Group's lower leasing's lending activity, partially offset by a rise in fees on deposit accounts and other service fees. For the second quarter of fiscal 1999, securities and trading gains amounted to $6.86 million versus $322,000 in the same period of fiscal 1998. For the first six months of fiscal 1999, they increased to $8.52 million from $543,000 reported in the same period a year ago. As a result of the favorable market opportunities, during the past quarter the Group sold a significant quantity of investment securities as part of its asset/liability management, which reflects the Group's strategy of maximizing profits in the available-for-sale securities portfolio. The gains realized resulted from favorable market conditions as interest rates declined during the latter part of 1998. For further discussion of the Group's investment securities, see Note 2 of the attached Consolidated Financial Statements. During the second quarter of fiscal 1998, in a move to strengthen its future earnings, the Group sold its mortgage loans servicing portfolio, including $550 million serviced to others, to Doral Financial Corporation. The Group recorded a net gain of $2.7 million on this transaction. The divestiture of the mortgage servicing operation is indicative of a wider strategy guiding the Group to concentrate on mortgage origination, trust, money management, brokerage, personal loans and deposit accounts with the highest earnings potential. The decrease is servicing income is directly related to the divestiture mentioned above. NON-INTEREST EXPENSES As shown on Table 3, recurring non-interest expenses for the second quarter of fiscal 1999, increased 7% to $8.01 million from $7.48 million during the same period of fiscal 1998. For the first six months of fiscal 1999 and 1998 they remained flat at $15.2 million. The efficiency ratio and the expense ratio for the first six months of fiscal 1999 improved to 48.59% and 1.05%, respectively, from 52.35% and 1.22%, respectively, the year before. Employee compensation and benefits, the Group's largest expense category, amounted to $3.80 million for the second quarter of fiscal 1999, a 2% increase when compared to the $3.73 million reported in the same period of fiscal 1998. For the first six months of fiscal 1999 totaled $7.27 million, 5% lower than $7.63 million reported in fiscal 1998. The increase in the second quarter was driven by a growth in variable compensation, which increased 19% or $231,000 due to the Group's greater use of variable pay by performance compensation structure that is tied to the increase in production. In the second quarter of fiscal 1999, variable compensation represented 41.48% of total compensation versus 36.02% in fiscal 1998. The reduction for the first six months of fiscal 1999 was driven by a 7% reduction in Group's personnel as result of the divestiture of the mortgage servicing department and reengineering of some of the Group's support departments. Compensation and benefits as a percentage of total average assets ratio for the first six months of fiscal 1999 improved to 1.05% versus 1.29% the in the same period of the year before. Table 4 presents the composition of the Group's employee compensation and benefits at the end of the periods analyzed. All other recurring non-interest expenses for the second quarter of fiscal 1998 increased 12.6% to $4.21 million as compared to $3.74 million during the same period of fiscal 1998. For the first six months of fiscal 1999, they totaled $7.97 million or 4.5% higher than $7.63 million reported in fiscal 1998. These rises were led by increases in professional and service fees, advertising and business promotion and occupancy and equipment. The larger amount of professional and service fees reflect the Group's higher expenditures related with consulting and technical support. The advertising and promotion growth results mainly from the ongoing campaign to promote the Group's image and the launching of new products and services. The main contributors in the growth of occupancy and equipment costs were increases in depreciation from leasehold improvements and EDP equipment. This results from the additional banking offices opened during the past 12 months and the enhancements made to the Group's systems to enable them expand its electronic delivery capabilities and improve the customers' service delivery. PROVISION FOR INCOME TAXES The provision for income taxes for the second quarter of fiscal 1999 amounted to $1.28 million or 16.7% of pre-tax earnings compared with $857,000 million or 14.1% of pre-tax earnings a year ago, up 50%. For the first six months of fiscal 1999, they totaled $2.14 million or 17% higher than $1.83 million reported in fiscal 1998. The effective tax rate for the first six months of fiscals 1999 and 1998 were 14.6% and 15.2%, respectively. The net increase in fiscal 1999 was mainly due to higher pre-tax earnings, partially offset by the larger level of tax-exempt interest. The Group has maintained an effective tax rate lower than the statutory rate of 39% mainly due to interest income earned on certain investments and loans which are exempt from income taxes, net of the disallowance of expenses attributable to the exempt income. 15 FINANCIAL CONDITION As shown on Table 5, at December 31, 1998, the Group's total financial assets owned or managed, which consists of assets owned by the Bank, assets managed by the trust and assets gathered by the broker-dealer, reached $3.585 billion, an increase of 24% when compared to the $2,884 billion a year ago. At December 31, 1998, assets owned by the Bank reached $1,457 billion from $1,203 million a year ago, an increase of 21%. Assets managed by the trust grew 17% to $1.314 billion versus 1.121 billion a year ago, and assets gathered by the broker-dealer increased 45% to $813.3 million from $560.6 million the year before. Detailed information concerning each of the items that comprise the Group's financial assets managed follows: GROUP'S OWNED ASSETS At the end of the second quarter of fiscal 1999, the Bank's total assets amounted $1.457 billion, an increase of 21% when compared to the $1.203 billion a year ago. At the same date, interest-earning assets reached $1.392 billion, an increase of $247 million or 22% versus the $1.145 billion a year earlier. This increase reflects a significant growth in total investments of $252 million or 43%. Refer to Table 6 for the Bank's assets summary. Total investments are Oriental's largest interest-earning assets component. It consists mainly of money market investments, U.S. Treasury notes, U.S. Government agencies bonds, mortgage-backed securities and PR Government municipal bonds. The investment portfolio is of a high quality, approximately 98% is rated AAA at the end of the second quarter of fiscal 1999, and generates a significant amount of tax-exempt interest which lowers the Group's effective tax rate, see Table 6. The investment portfolio expansion was driven by a strong growth in mortgage-backed securities, which increased to $596.7 million or 71% of the total portfolio from $300.4 million or 51% the year before, as Oriental continues its strategy of pooling guaranteed real estate loans into mortgage-backed securities. However, debt securities decreased 18% to $190.5 million or 23% of the total portfolio from $233.6 million or 40% a year ago. This reduction reflects the significant quantity of US Government securities sold during the past quarter as part of the Group's asset/liability management, as previously explained. All of the investment securities sold were replenished with mortgage-backed securities that provide the Group a better yield performance and liquidity position. Refer to Table 6 for the Group's investments summary and composition. At December 31, 1998, Oriental's loan portfolio, the second largest category of the Bank's interest-earning assets, amounted to $555.1 million, 1% lower than the $559.0 million a year ago. This net decline was led by a downsize in the leasing and commercial portfolio's of $38.3 million or 23% and $1.2 million or 11%, respectively, followed by an increase in the allowance for loan losses of $2.6 million or 36%. These were partially offset by increases in real estate and consumer loans portfolios of $13.4 million or 5% and $24.7 million or 23%, respectively. Table 6 presents the Bank's loan portfolio composition and mix at the end of the periods analyzed. At the end of the second quarter of fiscal 1999, the consumer loans portfolio totaled $133.3 million or 23.6% of the Group's loan portfolio, a 23% growth versus the $108.6 million or 19.2% of the Group's loan portfolio a year ago. Personal loans which amounted to $101.6 million at the end of the second quarter of fiscal 1999, or 27% over the $79.9 million reported the year before, was the largest contributor to this growth. The increase in personal loans was mainly attained through strong marketing efforts and the launching of new products while controlling credit risk through prudent underwriting standards and credit scoring system. The Bank's real estate loans portfolio amounted to $296.6 million or 52.5% of the loan portfolio at December 31, 1998, a 5% increase versus $283.2 million or 50% of the loan's portfolio the year before. The increase was mostly caused by an increase in originations due to the lower interest rate environment which increased the demand for mortgage loans for home purchases, as well as the demand for refinancing existing mortgages. The Bank's leasing portfolio amounted to $125.1 million or 22.2% of the loan portfolio at the end of the second quarter of fiscal 1999, a 23% decrease versus $163.3 million or 28.9% of the loan portfolio a year ago. The decrease was due to a decline in the volume of originations, largely attributed to the strengthening of the underwriting standards in response to credit losses experienced during the past year, see "Provision for Loan Losses" under "Results of Operations". TOTAL ASSETS MANAGED BY THE TRUST The Group's trust offers various different types of IRA products and manages 401(K) and Keogh retirement plans, custodian and corporate trust accounts. At December 31, 1998, total assets managed by the Group's trust amounted $1.314 billion, 17% higher than the $1.121 billion a year ago. This increase was fueled by a solid 33.9% growth in individual retirement accounts (IRA), the most significant asset managed, which totaled $477.8 million versus the $356.8 million a year ago, followed by a 31.6% growth in 401(K) and Keogh retirement plans managed. 16 ORIENTAL FINANCIAL GROUP SELECTED FINANCIAL DATA (IN THOUSANDS) DECEMBER-98 DECEMBER-97 JUNE-98 ----------- ---------- ---------- TABLE 5 - FINANCIAL ASSETS SUMMARY - --------------------------------------------------------------------------------------------------------------------------------- TOTAL GROUP ASSETS OWNED $1,457,500 $1,202,600 $1,311,400 TRUST ASSETS MANAGED 1,313,800 1,120,700 1,310,000 ASSETS GATHERED BY BROKER-DEALER 813,300 560,600 741,400 ---------- ---------- ---------- TOTAL FINANCIAL ASSETS $3,584,600 $2,883,900 $3,362,800 ---------- ---------- ---------- TABLE 6 - ASSETS SUMMARY AND COMPOSITION - --------------------------------------------------------------------------------------------------------------------------------- % % % TOTAL INVESTMENTS $ 837,320 57.5% $ 585,619 48.7% $ 706,652 53.9% TOTAL LOANS, NET 555,095 38.1% 558,995 46.5% 545,420 41.6% ----------- ------- ----------- ---------- ----------- ---------- INTEREST-EARNING ASSETS 1,392,415 95.6% 1,144,614 95.2% 1,252,072 95.5% NON INTEREST-EARNING ASSETS 65,061 4.4% 57,931 4.8% 59,316 4.5% ----------- ------- ----------- ---------- ----------- ---------- $1,457,476 100.0% $1,202,545 100.0% $1,311,388 100.0% ----------- ------- ----------- ---------- ----------- ---------- INVESTMENT SECURITIES: - ---------------------- TRADING SECURITIES $ 33,463 4.0% $ 34,087 5.8% $ 42,440 6.0% MORTGAGE-BACKED SECURITIES 596,695 71.3% 300,359 51.3% 363,836 51.5% INVESTMENT SECURITIES 190,500 22.8% 233,579 39.9% 279,675 39.6% FHLB STOCK 13,257 1.6% 10,043 1.7% 10,043 1.4% MONEY MARKET INVESTMENTS 3,405 0.3% 7,551 1.3% 10,658 1.5% ----------- ------- ----------- ---------- ----------- ---------- $ 837,320 100.0% $ 585,619 100.0% $ 706,652 100.0% ----------- ------- ----------- ---------- ----------- ---------- LOANS, NET : - ------------ REAL ESTATE LOANS $ 296,558 52.5% $ 283,181 50.0% $ 278,256 50.5% CONSUMER LOANS 133,339 23.6% 108,588 19.2% 122,281 22.2% COMMERCIAL LOANS 9,813 1.7% 11,036 1.9% 9,428 1.7% FINANCING LEASES 125,079 22.2% 163,320 28.9% 141,113 25.6% ----------- ------- ----------- ---------- ----------- ---------- 564,789 100.0% 566,125 100.0% 551,078 100.0% ------- ---------- ----------- ---------- ALLOWANCE FOR LOAN LOSSES (9,693) (7,131) (5,658) ----------- $ 555,096 $ 558,994 $ 545,420 ----------- ----------- ----------- TABLE 7 - LIABILITIES SUMMARY AND COMPOSITION - --------------------------------------------------------------------------------------------------------------------------------- % % % DEPOSITS $ 618,622 45.90% $ 531,058 48.20% $ 571,431 47.40% REPURCASE AGREEMENTS 534,290 39.7% 330,708 30.0% 416,171 34.6% OTHER BORROWINGS 166,600 12.4% 218,978 19.9% 189,388 15.7% ----------- ------- ----------- ---------- ----------- ---------- INTEREST-BEARING LIABILITIES 1,319,512 98.0% 1,080,744 98.1% 1,176,990 97.7% NON-INTEREST BEARING LIABILITES 27,192 2.0% 20,509 1.9% 27,368 2.3% ----------- ------- ----------- ---------- ----------- ---------- $1,346,704 100.0% $1,101,253 100.0% $1,204,358 100.0% ----------- ------- ----------- ---------- ----------- ---------- DEPOSITS: - --------- SAVINGS ACCOUNTS $ 85,985 13.9% $ 74,634 14.1% $ 76,523 13.4% DEMAND AND NOW ACCOUNTS 48,617 7.9% 30,903 5.8% 36,005 6.3% CERTIFICATES OF DEPOSIT 365,352 59.1% 340,608 64.1% 342,439 59.9% IRA ACCOUNTS 114,189 18.5% 81,463 15.3% 112,622 19.7% ACCRUED INTEREST 4,479 0.6% 3,450 0.7% 3,842 0.7% ----------- ------- ----------- ---------- ----------- ---------- $ 618,622 100.0% $ 531,058 100.0% $ 571,431 100.0% ----------- ------- ----------- ---------- ----------- ---------- OTHER BORROWINGS: - ----------------- FHLB FUNDS $ 60,100 36.10% $ 104,200 47.60% $ 74,800 39.50% BONDS PAYABLE -- 0.00% 278 0.10% 88 0.00% TERM NOTES 106,500 63.90% 114,500 52.30% 114,500 60.50% LINES OF CREDIT -- 0.00% -- 0.00% -- 0.00% ----------- ------- ----------- ---------- ----------- ---------- $ 166,600 100.00% $ 218,978 100.00% $ 189,388 100.00% ----------- ------- ----------- ---------- ----------- ---------- 17 TOTAL ASSETS GATHERED BY BROKER-DEALER The Group's broker-dealer subsidiary offers a wide array of investment alternatives to its client's base such as fixed and variable annuities, tax-advantaged fixed income securities, mutual funds, stocks and bonds. At December 31, 1998, total assets gathered by the broker-dealer from its customer investment accounts reached $813.3 million, up 45% from $560.6 million a year ago. LIABILITIES AND SOURCES OF FUNDS As shown in Table 7, at December 31, 1998, Oriental's total liabilities reached $1.347 billion, 22% higher than the $1.101 billion reported a year ago. Interest-bearing liabilities, the Group's sources of funding, amounted to $1.320 billion at the end of the second quarter of fiscal 1999 versus $1.081 billion the year before, a 22% increase. This growth was driven by increases in deposits and repurchase agreements of 16% or $87.6 million and 62% or $203.6 million, respectively. Deposits at the end of the second quarter of fiscal 1999, the largest category of the Group's interest-bearing liabilities and a cost effective source of funding, reached $618.6 million, up 16% versus the $531.1 million a year ago. This growth was driven by a 40% rise in IRA accounts followed by increases in savings and demand accounts and certificates of deposit of 28% or 29.1 million and 7% or $24.7 million, respectively. Table 7 presents the composition of the Group's deposits at the end of the periods analyzed. In addition to deposits, Oriental has a diversified source of funding through the use of FHLB advances and borrowings, repurchase agreements, term notes, notes payable and lines of credit. At December 31, 1998, repurchase agreements and other borrowings amounted to $534.3 million and $166.6 million, respectively, compared to $330.7 million and $219.0 million, respectively, a year ago. The increase in repurchase agreements and other borrowings was necessary to fund the increase in interest-earning assets experienced during the period, particularly investment securities. The decrease in other borrowings was mainly due to decline in advances from the Federal Home Bank of New York ("FHLB-NY"). The FHLB system functions as a source of credit to financial institutions that are members of a regional Federal Home Loan Bank. As a member of the of the FHLB-NY the Group can obtain advances from the FHLB-NY, secured by the FHLB-NY stock owned by the Group, certain of the Group's mortgages and other assets. Table 7 presents the composition of the Group's other borrowings at the end of the periods analyzed. CAPITAL STOCK DATA AND DIVIDENDS At December 31, 1998, Oriental's total capital reached $110.8 million, a 9% increase from $101.3 million a year ago. This increase was mainly attained through earnings of $23.7 million posted during the past 12 months, combined with a positive change in the valuation account for investment securities available-for sale, partially offset by dividends paid and stock repurchase. As authorized by the board of directors, during the first six months of fiscal 1999, the Group repurchased 200,266 of its common stock. Of a total of 944,041 shares repurchased up to December 31, 1998, 448,555 shares were retired from circulation in fiscal 1997, as required by the Puerto Rico Banking law, and 495,486 shares with a cost of $11.9 million are held in treasury by the Group. On August 18, 1998, the Group declared a four-for-three (33.3%) stock split on its 10,154,358 shares of common stock outstanding at September 30, 1998. As a result, 3,384,674 shares of common stock were issued on October 15, 1998 thus increasing shares to 13,539,032 at such date. During the first six months of fiscal 1999, the Group declared dividends amounting to $3.0 million or $0.23 per share versus $2.5 million or $0.19 per share in fiscal 1998, up 20%. For the first six months of fiscal 1999, the dividend payout ratio and dividend yield were 24.35% and 1.50%, respectively, compared to 24.37% and 1.79%, respectively, in the preceding fiscal year. The Group continues to be a "well capitalized" institution, the highest classification available under the capital standards set by the Federal Deposit Insurance Corporation. To be in a "well capitalized" position, bank or bank holding companies must meet or exceed a leverage ratio of 5%, a Tier 1 risk-based capital ratio of 6% and a total risk-based capital ratio of 10%. At December 31, 1998, the Group had a leverage ratio of 7.24%; a Tier 1 risk-based ratio of 18.37%; and a total risk-based capital ratio of 19.62% compared to 7.97%, 18.20% and 19.45%, respectively, a year ago. The Group's common stock is traded in the New York Exchange (NYSE) under the symbol OFG. The market value of the Group's common stock on the NYSE at December 31, 1988, was $31.31 per share, 41% higher than the $22.18 per share a year earlier, as a result the Group's market capitalization increased to $424 million as compared to $295 million a year ago. The book value per share at December 31, 1998 rose to $8.17 from $7.62 a year ago. Refer to Table 9 for the high, low and closing prices of the Group's stock for each quarter of the last three fiscal periods. 18 ORIENTAL FINANCIAL GROUP SELECTED FINANCIAL DATA (IN THOUSANDS) DECEMBER-98 DECEMBER-97 JUNE-98 ----------- ---------- ---------- TABLE 8 - CAPITAL, DIVIDENDS AND REGULATORY RATIOS - --------------------------------------------------------------------------------------------------------------------------------- CAPITAL $ 110,772 $ 101,292 $ 107,030 ----------- ----------- ----------- OUTSTANDING SHARES 13,555 13,290 13,529 ----------- ----------- ----------- CAPITAL TO ASSETS RATIO 7.60% 8.42% 8.16% ----------- ----------- ----------- DIVIDENDS DECLARED $ 3,026 $ 2,474 $ 5,442 ----------- ----------- ----------- DIVIDEND PER SHARE $ 0.23 $ 0.19 $ 0.41 ----------- ----------- ----------- LEVERAGE CAPITAL ( minimum required - 3.00%) 7.24% 7.97% 7.70% ----------- ----------- ----------- TOTAL RISK-BASED CAPITAL (minimum required - 8.00%) 19.62% 19.45% 21.68% ----------- ----------- ----------- TIER 1 RISK-BASED CAPITAL (minimum required - 4.00%) 18.37% 18.20% 20.45% ----------- ----------- ----------- TABLE 9 - MARKET PRICES AND STOCK DATA - --------------------------------------------------------------------------------------------------------------------------------- PRICE INFORMATION: - ------------------ CLOSING PRICE $ 31.31 $ 22.18 $ 27.66 ----------- ----------- ----------- HIGH $ 32.00 $ 23.63 $ 34.60 ----------- ----------- ----------- LOW $ 28.00 $ 18.38 $ 27.66 ----------- ----------- ----------- BOOK VALUE $ 8.17 $ 7.62 $ 7.99 ----------- ----------- ----------- RELEVANT RATIOS: - ---------------- PAYOUT RATIO 24.35% 24.37% 25.42% ----------- ----------- ----------- DIVIDEND YIELD 1.50% 1.79% 1.69% ----------- ----------- ----------- The following provides the high and low prices and dividend per share of the Group's stock for each quarter of the last three fiscal periods. Common stock prices were adjusted to give retroactive effect to the stock splits declared on the Group's common stock. HIGH LOW DIVIDEND QUARTER ENDED: PRICE PRICE PER SHARE - ------------------------------- ----------- ----------- ----------- FISCAL 1999 - ----------- DECEMBER 1998 $ 32.00 $ 28.00 $ 0.115 ----------- ----------- ----------- SEPTEMBER 1998 $ 32.26 $ 28.84 $ 0.113 ----------- ----------- ----------- FISCAL 1998 - ----------- JUNE 1998 $ 34.60 $ 27.67 $ 0.113 ----------- ----------- ----------- MARCH 1998 $ 29.35 $ 24.85 $ 0.113 ----------- ----------- ----------- DECEMBER 1997 $ 23.63 $ 18.38 $ 0.094 ----------- ----------- ----------- SEPTEMBER 1997 $ 22.28 $ 16.95 $ 0.094 ----------- ----------- ----------- FISCAL 1997 - ----------- JUNE 1997 $ 16.95 $ 13.65 $ 0.090 ----------- ----------- ----------- MARCH 1997 $ 16.20 $ 12.53 $ 0.090 ----------- ----------- ----------- DECEMBER 1996 $ 13.20 $ 10.95 $ 0.075 ----------- ----------- ----------- SEPTEMBER 1996 $ 9.81 $ 10.95 $ 0.075 ----------- ----------- ----------- 19 ALLOWANCE FOR LOAN LOSSES AND NON-PERFORMING ASSETS: At December 31, 1998, the Group's allowance for loan losses amounted to $9.69 million or 1.72% of total loans versus $7.13 million or 1.26% a year earlier. The Group maintains an allowance for loan losses on its portfolio at a level that management considers adequate to provide for potential losses based upon an evaluation of known and inherent risks. Oriental's allowance for loan losses policy provides for a detailed quarterly analysis of possible losses. The analysis includes a review of historical loan loss experience, value of underlying collateral, current economic conditions, financial condition of borrowers and other pertinent factors. While management uses available information in estimating possible loan losses, future additions to the allowance may be necessary based on factors beyond Oriental's control, such as factors affecting Puerto Rico economic conditions. In addition, various regulating agencies, as an integral part of their examination process, periodically review the Group's allowance for loan losses. Such agencies may require the Group to recognize additions to the allowance based on their judgment of information available to them at the time of their examinations. Net charge-offs for the second quarter of fiscal 1999, totaled $3.1 million or 2.25% of average loans, compared to $2.0 million or 1.26%, respectively, in the same period of fiscal 1998. For the first six months of fiscal 1999, net charge-offs amounted to $5.72 million of 2.02% of average loans versus to $3.3 million or 1.17% of average loans in fiscal 1998. The higher level of credit losses experienced during the second quarter and first six months of fiscal 1999 was primarily associated to a rise in consumer loans and financing leases net charge-offs, see Provision for Loan Losses under Results of Operations. Table 10 sets forth an analysis of activity in the allowance for loan losses and presents selected loan loss statistics. As shown on Table 11, at December 31, 1998, the Group's non-performing assets consisted of non-performing loans, foreclosed real estate owned and other repossessed assets. At the end of the second quarter of fiscal 1999, the Group's non-performing assets totaled $23.0 million or 1.58% of total assets versus $24.9 million or 2.07% of total assets a year earlier, 8% lower. The reduction was principally due to a decline in non-performing loans and repossessed vehicles. The decrease in non-performing loans was mainly on consumer and finance leases as the Group continues to improve the quality of these portfolios through stricter credit standards. Therefore, the level or charge-offs in these portfolios should stabilize during the rest of fiscal 1999. At December 31, 1998, the allowance for loan losses to non-performing loans coverage ratio improved to 44.48% from 31.02% a year ago; excluding the lesser risk real estate loans, the ratio substantially improved to 96.09% from 51.11% for the respective periods. Detailed information concerning each of the items that comprise non-performing assets follows: - - REAL ESTATE LOANS - are placed on non-accrual basis when they become 90 days or more past due, unless they are well secured by real estate collateral. Non-performing loans in this category are primarily residential mortgage loans. Based on the value of the underlying collateral and the loan to value ratios, management considers that no material losses will be incurred on this portfolio. Real estate loans are charged-off based on the specific evaluation of the collateral underlying the loan. - - COMMERCIAL BUSINESS LOANS - are placed on non-accrual basis when they become 90 days or more past due. At the date of our analysis, the Group's non-performing commercial business loans consisted of 14 loans amounting to $838,000 or $59,850 average per loan. Of the total balance, $696,000 or 9 loans are guaranteed by real estate. Commercial loans are charged-off based on the specific evaluation of the collateral underlying the loan. - - FINANCE LEASES - are placed on non-accrual status when they become 90 days past due. At the date of our analysis, the Group's nonperforming auto and equipment leases portfolio consisted of 385 units and 348 units, respectively, amounting to $5.88 million or $15,260 average per lease and $2.71 million or $7,795 average per lease, respectively. The underlying collateral particularly secures these loans. - - CONSUMER LOANS - are placed on non-accrual status when they become 90 days past due. The Group's non-performing consumer loans consisted of 74 loans amounting to $660,000 or $8,920 average per loan. - - FORECLOSED REAL ESTATE - is initially recorded at the lower of the related loan balance of fair value at the date of foreclosure, any excess of the loan balance over the estimated fair market value of the property is charged against the allowance for loan losses. Subsequently, any excess of the carrying value over the estimated fair market value less disposition cost is charged to operations. Therefore, no material losses are expected on the final disposition. Management is actively seeking prospective buyers for these foreclosed real estate properties. - - OTHER REPOSSESSED ASSETS - are initially recorded at estimated net realizable value. Any additional losses on the disposition of such assets are charged against the allowance for loan losses at the time of disposition. The estimated loss on disposition of such assets has been considered in the determination of the allowance for loan losses. At December 31, 1998, the inventory of repossessed automobiles and equipment consisted of 39 units and 24 units, respectively, amounting to $613,000 or $15,720 average per unit and $270,000 or $11,250 average per unit, respectively. 20 ORIENTAL FINANCIAL GROUP SELECTED FINANCIAL DATA (IN THOUSANDS) QUARTER ENDED SIX MONTHS PERIOD ENDED DECEMBER 31, DECEMBER 31, ------------------------------- ------------------------------- 1998 1997 1998 1997 --------- --------- --------- --------- TABLE 10 - ALLOWANCE FOR LOAN LOSSES SUMMARY AND LOAN LOSSES STATISTICS - ------------------------------------------------------------------------------------------------------------------------------- BEGINNING BALANCE $ 5,683 $ 5,454 $ 5,658 $ 5,408 --------- --------- --------- --------- PROVISION FOR LOAN LOSSES 7,150 3,700 9,750 5,000 --------- --------- --------- --------- CHARGE-OFFS (3,752) (2,366) (6,780) (4,019) RECOVERIES 612 343 1,065 742 --------- --------- --------- --------- NET CHARGE OFF'S (3,140) (2,023) (5,715) (3,277) --------- --------- --------- --------- ENDING BALANCE $ 9,693 $ 7,131 $ 9,693 $ 7,131 --------- --------- --------- --------- CHARGE-OFFS: - ------------ REAL ESTATE -- (50) (2) (111) CONSUMER $ (1,596) $ (1,168) $ (3,183) $ (1,748) LEASING (2,007) (1,090) (3,311) (2,073) COMMERCIAL AND OTHERS (149) (58) (284) (87) --------- --------- --------- --------- (3,752) (2,366) (6,780) (4,019) --------- --------- --------- --------- RECOVERIES: - ----------- REAL ESTATE -- -- 16 -- CONSUMER 365 62 484 138 LEASING 218 281 501 603 COMMERCIAL AND OTHERS 29 -- 64 1 --------- --------- --------- --------- 612 343 1,065 742 --------- --------- --------- --------- NET CHARGE-OFFS: - ---------------- REAL ESTATE -- (50) 14 (111) CONSUMER (1,231) (1,106) (2,699) (1,610) LEASING (1,789) (809) (2,810) (1,470) COMMERCIAL AND OTHERS (120) (58) (220) (86) --------- --------- --------- --------- $ (3,140) $ (2,023) $ (5,715) $ (3,277) --------- --------- --------- --------- LOANS: - ------ OUTSTANDING AT DECEMBER 31, $ 564,788 $ 566,126 $ 564,788 $ 566,126 --------- --------- --------- --------- AVERAGE $ 558,624 $ 568,393 $ 566,330 $ 561,555 --------- --------- --------- --------- RATIOS: - ------- RECOVERIES TO CHARGE-OFF'S 16.3% 14.5% 15.7% 18.5% --------- --------- --------- --------- NET CHARGE-OFFS TO AVERAGE LOANS 2.25% 1.42% 2.02% 1.17% --------- --------- --------- --------- ALLOWANCE FOR LOAN LOSSES TO TOTAL LOANS 1.72% 1.26% 1.72% 1.26% --------- --------- --------- --------- TABLE 11 - NON-PERFORMING ASSETS ( AT DECEMBER 31, ) - ---------------------------------------------------------------------------------------------------------------------------------- NON-PERFORMING ASSETS: % % - ---------------------- ----- ------ -REAL ESTATE LOANS $11,707 53.7% $ 9,035 39.3% -CONSUMER LOANS 660 3.0% 2,080 9.0% -COMMERCIAL LOANS 839 3.8% 989 4.3% -FINANCING LEASES 8,588 39.5% 10,883 47.4% ------- ------ ------- ------ NON-PERFORMING LOANS 21,794 100.0% 22,987 100.0% ------- ------ ------- ------ NON-PERFORMING LOANS 21,794 94.8% 22,987 92.4% FORECLOSED REAL ESTATE 316 1.4% 567 2.3% REPOSSESSED VEHICLES 613 2.7% 1,158 4.7% REPOSSESSED EQUIPMENT 270 1.2% 169 0.7% ------- ------ ------- ------ $22,993 100.0% $24,881 100.0% ------- ------ ------- ------ RATIOS: - ------- NON-PERFORMING LOANS TO TOTAL LOANS 3.86% 4.06% ------- ------ ALLOWANCE TO NON-PERFORMING LOANS 44.48% 31.02% ------- ------ ALLOWANCE TO NON-PERFORMING LOANS (EXCLUDING MORTGAGE) 96.09% 51.11% ------- ------ NON-PERFORMING ASSETS TO TOTAL ASSETS 1.58% 2.07% ------- ------ NON-PERFORMING ASSETS TO TOTAL CAPITAL 20.76% 24.56% ------- ------ 21 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATE RISK AND ASSET/LIABILITY MANAGEMENT The Group's Interest rate risk and asset/liability management are the responsibility of the Asset and Liability Management Committee ("ALCO"), which reports to the Board of Directors and is comprised of members of the Group's senior management. The principal objective of ALCO is to enhance profitability while maintaining an appropriate level of interest rate risk. ALCO is also involved in the formulating economic projections and a strategy used by the Group in its planning and budgeting process; and oversees the Group's sources, uses and pricing of funds. Interest rate risk can be defined as the exposure of the Group's operating results or financial position to adverse movements in market interest rates which mainly occurs when assets and liabilities reprice at different times and at different rates. This difference is commonly referred to as a "maturity mismatch" or "gap". The Group employs various techniques to assess the degree of interest rate risk. The Group is liability sensitive due to its fixed rate and medium-term asset composition being funded with shorter-term repricing liabilities. As a result, the Group utilizes interest rate swaps and caps as a hedging mechanism to offset said mismatch and control exposures of interest rate risk. Under the swaps, the Group pays a fixed annual cost and receives a floating ninety-day payment based on LIBOR. Floating rate payments received from the swap counterparty correspond to the floating rate payments made on the borrowings or notes thus resulting in a net fixed rate cost to the Group. Interest rate caps provide protection against increases in interest rates above cap rates. The Group is exposed to a reduction in the level of Net Interest Income ("NII") in a rising interest rate environment. NII will fluctuate pursuant to changes in the levels of interest rates and of interest sensitive assets and liabilities. If (1) the weighted average rates in effect at December 31, 1998 remained constant, or increased or decreased on an instantaneous and sustained change of plus or minus 200 basic points, and (2) all scheduled repricing, reinvestments and estimated prepayments, and reissuances are at such constant, or increased or decrease accordingly; NII will fluctuate as shown on the table below: (IN THOUSANDS) - -------------------------------------------------------------------------------- CHANGE IN EXPECTED AMOUNT PERCENT INTEREST RATE NII(1) CHANGE CHANGE - ----------------------- ----------------- --------------- ------------- BASE SCENARIO $46,839 $ -- -- + 200 Basis points 41,991 (4,848) -10.35% - 200 Basis points 51,172 $ 4,333 9.25% NOTE: - ----- 1. The NII figures showed exclude the effect of the amortization of loan fees. LIQUIDITY RISK MANAGEMENT Liquidity refers to the level of cash, eligible investments easily converted into cash and available lines of credit available to meet unanticipated requirements. The objective of the Group's liquidity management is to ensure sufficient cash flow to fund the origination and acquisition of assets, the repayment of deposit withdrawals and the wholesale borrowings maturities, and meet operating expenses. Other objectives pursued in the Group's liquidity management are the diversification of funding sources and the control of interest rate risk. Management tries to diversify the sources of financing used by the Group to avoid undue reliance on any particular source. At the end of the second quarter of fiscal 1999, the Group's liquidity was deemed appropriate. It included $48.5 million available from unused lines of credit with other financial institutions and $42.3 million of borrowing potential with the FHLB. The Group's liquidity position is reviewed and monitored by the ALCO Committee on a regular basis. Management believes that the Group will continue to maintain adequate liquidity levels in the future. The Group's principal sources of funds are net deposit inflows, loan repayments, mortgage-backed and investment securities principal and interest payments, reverse repurchase agreements, FHLB advances and other borrowings. The Group has obtained long-term funding through the issuance of notes and long-term reverse repurchase agreements. The Group's principal uses of funds are the origination and purchase of loans, the purchase of mortgage-backed and investment securities, the repayment of maturing deposits and borrowings. 22 YEAR 2000 READINESS DISCLOSURE As discussed on page 28 in the Group's Fiscal 1998 Annual Report on Form 10-K, the Group initiated a firm-wide program (the "Year 2000 Program") to prepare its computer programs, applications and infrastructure for properly processing dates after December 31, 1999. The Group's Year 2000 Program is proceeding on schedule and it is the Group's expectation that it will have its firm-wide Year 2000 solution in place by June 30, 1999, in accordance with regulatory guidelines. PART - 2 ITEM 1. LEGAL PROCEEDINGS The Group and its subsidiaries are defendants in a number of legal claims under various theories of damages arising out of, and incidental to its business. The Group is vigorously contesting those claims. Based upon a review with legal counsel and the development of these matters to date, management is of the opinion that the ultimate aggregate liability, if any, resulting from these claims will not have a material adverse effect on the Group's financial position or the result of operations. ITEM 2. CHANGES IN SECURITIES - NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE ITEM 5. OTHER INFORMATION - NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A-FINANCIAL STATEMENTS SCHEDULES No schedules are presented because the information is not applicable or is included in the Consolidated Financial Statements or in the notes thereto described in 6(c) below. B-REPORTS ON FORM 8-K No current reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended December 31, 1998. C-EXHIBITS No exhibits were filed as part of this Form 10-Q. SIGNATURES 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. ORIENTAL FINANCIAL GROUP INC. Date: February 12, 1999 By: /s/ Jose E. Fernandez ----------------- --------------------- Jose E. Fernandez Chairman of the Board, President, and CEO Date: February 12, 1999 By: /s/ Rafael Valladares ----------------- --------------------- Rafael Valladares, CPA Senior Vice President and Controller 23