UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 130 of the Securities Exchange Act of 1934 For the Quarter ended Commission File 001-14793 June 30, 2000 First BanCorp. (Exact name of Corporation as specified in its charter) Puerto Rico 66-0561882 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1519 Ponce de Leon Avenue, Stop 23 Santurce, Puerto Rico 00908 (Address of principal office) (Zip Code) Corporation's telephone number, including area code: (787) 729-8200 Indicate by check mark whether the Corporation (1) has filed all reports required by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Corporation was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Number of shares of the Corporation's Common Stock outstanding as of August 9, 2000 26,818,252 FIRST BANCORP CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements: Consolidated Statements of Financial Condition as of June 30, 2000 and December 31, 1999.................................................................3 Consolidated Statements of Income for the three and six months ended on June 30, 2000 and 1999.............................4 Consolidated Statements of Cash Flows for the six months ended on June 30, 2000 and 1999................................5 Consolidated Statements of Changes in Stockholders' Equity..............................................................6 Consolidated Statements of Comprehensive Income for the three and six months ended on June 30, 2000 and 1999.............................7 Notes to Consolidated Financial Statements...........................................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................18 Item 3. Quantitative and Qualitative Disclosures About Market Risk..................32 PART II. OTHER INFORMATION Item 1. Legal Proceedings...........................................................33 Item 2. Changes in Securities.......................................................33 Item 3. Defaults Upon Senior Securities.............................................33 Item 4. Submission of Matters to a Vote of Security Holders.......................................................33 Item 5. Other Information...........................................................33 Item 6. Exhibits and Report on Form 8-K.............................................33 SIGNATURES............................................................................................34 FIRST BANCORP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 2000 December 31, 1999 Assets ........ (Unaudited) Cash and due from banks $ 65,601,676 $ 58,267,929 ----------------- --------------- Money market instruments 5,591,387 35,217,064 ----------------- ---------------- Investment securities available for sale, at market: United States and Puerto Rico Government obligations 416,530,026 340,356,015 Mortgage backed securities 1,194,118,667 1,017,176,782 Other investments 92,108,575 96,541,374 ------------------ ----------------- Total investment securities available for sale 1,702,757,268 1,454,074,171 ---------------- --------------- Investment securities held to maturity, at cost: United States and Puerto Rico Government obligations 100,616,718 97,349,381 Mortgage backed securities 206,859,606 206,696,658 ----------------- ---------------- Total investment securities held to maturity 307,476,324 304,046,039 ----------------- ---------------- Federal Home Loan Bank (FHLB) stock 17,826,500 17,826,500 ------------------ ----------------- Loans held for sale 50,137,262 37,794,078 Loans receivable 3,013,815,710 2,707,574,019 ---------------- --------------- Total loans 3,063,952,972 2,745,368,097 Allowance for loan losses (74,100,412) (71,784,237) ------------------ ----------------- Total loans - net 2,989,852,560 2,673,583,860 ---------------- --------------- Other real estate owned 1,811,471 517,405 Premises and equipment - net 66,766,366 61,947,817 Accrued interest receivable 20,275,561 17,917,526 Due from customers on acceptances 2,625,065 2,738,176 Other assets 100,030,124 95,431,678 ---------------- ----------------- Total assets $5,280,614,302 $4,721,568,165 ============== ============== Liabilities and Stockholders' Equity Liabilities: Non-interest bearing deposits $ 214,019,872 $ 211,896,459 Interest bearing deposits 2,773,272,513 2,353,525,177 Federal funds purchased and securities sold under agreements to repurchase 1,726,121,904 1,452,151,222 Other short-term borrowings 12,130,669 152,484,084 Advances from FHLB 43,500,000 50,000,000 Notes payable 55,500,000 55,500,000 Bank acceptances outstanding 2,625,065 2,738,176 Accounts payable and other liabilities 49,544,001 54,776,718 ----------------- ---------------- 4,876,714,024 4,333,071,836 --------------- --------------- Subordinated notes 92,856,146 93,594,080 ----------------- ----------------- Stockholders' equity: Preferred Stock, authorized 50,000,000 shares: issued and outstanding 3,600,000 shares at $25.00 liquidation value per share 90,000,000 90,000,000 --------------- ---------------- Common stock, $1.00 par value, authorized 250,000,000 shares; issued 29,612,552 shares 29,612,552 29,612,552 Less: Treasury Stock (at par value) (2,723,100) (1,552,000) ---------------- ----------------- Common stock outstanding 26,889,452 28,060,552 --------------- ---------------- Additional paid-in capital 19,277,916 19,863,466 Capital reserve 40,000,000 40,000,000 Legal surplus 126,792,514 126,792,514 Retained earnings 63,120,156 58,834,676 Accumulated other comprehensive income - unrealized loss on securities available for sale, net of tax (55,035,906) (68,648,959) ----------------- ----------------- 311,044,132 294,902,249 ---------------- ---------------- Contingencies and commitments _____________ _____________ Total liabilities and stockholders' equity $5,280,614,302 $4,721,568,165 ============== ============== The accompanying notes are an integral part of these statements. 34 FIRST BANCORP CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2000 1999 2000 1999 Interest income: Loans $ 79,220,471 $63,054,556 $154,649,915 $122,930,672 Investments 32,917,669 23,901,459 62,379,775 50,985,175 Dividends on FHLB stock 308,857 299,553 598,357 482,551 --------------- -------------- -------------- --------------- Total interest income 112,446,997 87,255,568 217,628,047 174,398,398 ------------- ------------ ----------- ----------- Interest expense: Deposits 35,913,033 20,553,161 67,279,221 38,847,149 Short term borrowings 25,530,842 16,965,078 48,343,558 37,632,867 Long term borrowings 2,665,912 3,396,666 5,347,625 6,980,253 -------------- ------------- ------------- ------------- Total interest expense 64,109,787 40,914,905 120,970,404 83,460,269 -------------- ------------ ----------- ------------ Net interest income 48,337,210 46,340,663 96,657,643 90,938,129 ------------- ------------ ------------ ------------ Provision for loan losses 11,158,000 12,949,500 23,178,000 26,749,500 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses 37,179,210 33,391,163 73,479,643 64,188,629 ----------- ------------ ----------- ------------ Other income: Service charges on deposit accounts 2,207,445 2,056,634 4,614,828 3,961,378 Fees on loans serviced for others 125,080 220,757 284,331 488,307 Other fees on loans 4,335,171 3,075,093 7,742,678 5,916,423 Mortgage banking activities 11,549 11,549 Trading income 167,821 587,188 75,000 Gain on sale of investments 2,276,901 27,775 4,789,583 1,308,286 Other operating income 2,671,978 2,134,101 5,213,306 3,933,310 ------------ ------------ ------------- ------------- Total other income 11,784,396 7,525,909 23,231,914 15,694,253 ------------ ------------ ------------ ------------ Other operating expenses: Employees' compensation and benefits 12,952,655 11,346,767 25,412,936 22,568,586 Occupancy and equipment 5,735,584 4,744,522 11,175,315 9,443,908 Taxes and insurance 1,607,388 1,631,492 3,196,336 3,262,973 Other 8,269,692 6,489,777 16,483,949 12,622,786 ------------- -------------- ------------ ------------- Total other operating expenses 28,565,319 24,212,558 56,268,536 47,898,253 ------------- ------------- ------------ ------------- Income before income tax provision 20,398,287 16,704,514 40,443,021 31,984,629 Income tax provision 3,920,932 1,311,000 7,614,582 2,449,900 ------------ ------------- ------------- ------------- Net income $16,477,355 $15,393,514 $32,828,439 $29,534,729 =========== =========== =========== =========== Net income per common share - basic $0.55 $0.49 $1.08 $0.97 ===== ===== ===== ===== Net income per common share - diluted $0.55 $0.49 $1.08 $0.97 ===== ===== ===== ===== The accompanying notes are an integral part of these statements. FIRST BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Six Months Ended Ended June 30, 2000 June 30, 1999 Cash flows from operating activities: Net income $ 32,828,439 $ 29,534,730 --------------- ------------- Adjustments to reconcile net income to net cash: Depreciation 4,396,159 3,589,147 Provision for loan losses 23,176,000 26,749,000 Decrease in taxes payable (17,339,301) (48,990) Increase in deferred tax asset (2,121,569) (1,510,326) Decrease in accrued interest receivable (2,358,035) (7,426,893) Increase in accrued interest payable 841,051 1,570,289 Amortization of deferred net loan fees (181,006) (480,835) Gain on sale of investments (4,789,584) (1,308,286) Net originations of loans available for sale (12,343,184) (8,991,026) Decrease in other assets 1,851,080 15,735,410 Increase in other liabilities 9,907,505 3,055,392 --------------------------------- Total adjustments 1,039,116 30,932,882 -------------------------------- Net cash provided by operating activities 33,867,555 60,467,612 ------------------------------- Cash flows from investing activities: Principal collected on loans 248,206,732 289,531,014 Loans originated (586,328,886) (539,634,665) Purchase of loans (196,247) Proceeds from sale of investments 38,683,351 9,499,081 Purchase of securities held to maturity (3,430,285) (233,734,085) Purchase of securities available for sale (3,012,021,586) (5,137,242,270) Principal repayments and maturities of securities held to maturity (109,552) Principal repayments of securities available for sale 2,747,595,456 5,381,732,712 Additions to premises and equipment - net (9,214,708) (8,190,485) Purchase of FHLB stock (7,555,900) --------------- -------------- Net cash used in investing activities (576,509,926) (245,900,397) --------------- -------------- Cash flows from financing activities: Net increase in deposits 421,870,748 437,253,807 Net increase (decrease) in federal funds purchased and securities sold under repurchase agreements 284,215,600 (192,359,740) FHLB-NY advances taken (paid) (6,500,000) (2,600,000) Payments of notes payable (737,934) (23,035,750) Increase payment in other borrowings (149,353,415) (16,579,949) Increase in debt securities issuance cost 1,155,051 479,641 Dividends (9,168,659) (6,314,951) Exercise of stock options 176,313 Issuance of preferred stock 86,819,350 Treasury stock acquired (21,130,950) (10,496,407) ------------------ ---------------- Net cash provided by financing activities 520,350,441 273,342,314 ---------------------------------- Net increase (decrease) in cash and cash equivalents (22,291,930) 87,909,529 Cash and cash equivalents at beginning of period 93,484,993 39,941,766 ---------------------------------- Cash and cash equivalents at end of period $ 71,193,063 $ 127,851,295 ================================= Cash and cash equivalents include: Cash and due from banks $ 65,601,676 $ 66,401,610 Money market instruments 5,591,387 61,449,685 ---------------- ----------------- $ 71,193,063 $ 127,851,295 ============== =============== - --------------------------- Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $120,129,353 $81,889,980 Income taxes 19,826,538 3,745,558 The accompanying notes are an integral part of these statements. FIRST BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Unrealized gain (loss)on Additional securities Preferred Common paid-in Capital Legal Retained available stock stock capital reserve surplus earnings for sale December 31, 1997 $ $14,901,826 $38,453,561 $20,000,000 $53,454,469 $97,537,900 $12,031,444 Net income 51,812,387 Change in valuation of securities available for sale (3,281,513) Addition to capital reserve 10,000,000 (10,000,000) Repurchase of common stock (108,800) (217,600) (3,330,024) Treasury stock (100,000) (50,000) (2,061,250) Stock option exercised 10,000 186,501 Cash dividends-common stock (8,870,833) Common stock split on May 29, 1998 14,796,526 (14,796,526) __________ __________ ___________ __________ ------------- ------------ ----------- December 31, 1998 29,499,552 23,575,936 30,000,000 53,454,469 125,088,180 8,749,931 Net income 62,074,949 Change in valuation of securities available for sale (77,398,890) Issuance of preferred stock 90,000,000 (3,149,783) Addition to legal surplus 73,338,045 (73,338,045) Addition to capital reserve 10,000,000 (10,000,000) Treasury stock (1,452,000) (726,000) (30,332,611) Stock options exercised 13,000 163,313 Cash dividends: Common stock (10,382,797) Preferred stock _________ _________ _________ _________ __________ (4,275,000) __________ ------------- December 31, 1999 90,000,000 28,060,552 19,863,466 40,000,000 126,792,514 58,834,676 (68,648,959) Net income 32,828,439 Change in valuation of securities available for sale 13,613,053 Treasury stock (1,171,100) (585,550) (19,374,300) Cash dividends: Common stock (5,962,409) Preferred stock __________ __________ __________ __________ ___________ (3,206,250) __________ ------------- June 30, 2000 $90,000,000 $26,889,452 $19,277,916 $40,000,000 $126,792,514 $63,120,156 $(55,035,906) =========== =========== =========== =========== ============ =========== ============ The accompanying notes are an integral part of these statements. FIRST BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2000 1999 2000 1999 Net Income $16,477,355 $15,393,514 $32,828,439 $29,534,729 ----------- ----------- ----------- ----------- Other comprehensive income net of tax: Unrealized gain (losses) on securities: Unrealized holding gains (losses) arising during the period 8,031,621 (29,059,069) 14,950,202 (50,885,772) Less: reclassification adjustment for gains (losses) included in net income 1,151,597 (34,520) 1,337,149 897,218 ------------ ------------- ------------ ------------ Total other comprehensive income (loss) 6,880,024 (29,024,549) 13,613,053 (51,782,990) ------------ ------------- ------------ ------------- Comprehensive income (loss) $23,357,379 $(13,631,035) $46,441,492 $(22,248,261) =========== ============ =========== ============ The accompanying notes are an integral part of these statements. FIRST BANCORP PART I - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 - NATURE OF BUSINESS First BanCorp (the Corporation) is a financial holding company subject to the Federal Bank Holding Company Act and to the regulations, supervision, and examination of the Federal Reserve Board. FirstBank Puerto Rico (FirstBank or the Bank), the Corporation's subsidiary, is a commercial bank chartered under the laws of the Commonwealth of Puerto Rico. Its main office is located in San Juan, Puerto Rico, and has 45 full service banking branches in Puerto Rico and three in the U.S. Virgin Islands. It also has loan origination offices in Puerto Rico focusing on consumer loans. Early in the year 2000 the Bank began offering brokerage services in selected branches through a new alliance with Paine Webber of Puerto Rico, the largest brokerage firm in the Island. In addition, through its wholly owned subsidiaries, FirstBank operates other offices in Puerto Rico specializing in small personal loans, finance leases and vehicle rental. The Bank is subject to the supervision, examination and regulation of the Office of the Commissioner of Financial Institutions of Puerto Rico and the Federal Deposit Insurance Corporation (FDIC), which insures its deposits through the Savings Association Insurance Fund (SAIF). 2 - ACCOUNTING POLICIES The accounting and reporting policies of the Corporation and its subsidiaries conform with generally accepted accounting principles, and, as such, include amounts based on judgments, estimates and assumptions made by Management that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The accompanying unaudited financial statements have been prepared in accordance with the 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 December 31, 1999 contained in the annual report of the Corporation. In the opinion of Management, the accompanying unaudited consolidated statements of financial condition and the related consolidated statements of income, of comprehensive income, of cash flows, and of changes in stockholders' equity include all adjustments (principally consisting of normal recurring accruals) necessary for a fair presentation of the Corporation's financial position at June 30, 2000, and the results of operations and the cash flows for the three and six months ended on June 30, 2000 and 1999. The results of operations for the three and six months ended on June 30, 2000 are not necessarily indicative of the results to be expected for the entire year. Accounting for derivative instruments and hedging activities In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including derivative instruments that are embedded in other contracts, and for hedging activities. SFAS No. 133 standardizes accounting for derivative instruments, including those embedded in other contracts, by requiring the recognition of all derivatives (both assets and liabilities) in the statement of financial position at fair value. In accordance with SFAS No. 133, changes in the fair value of derivative instruments are generally accounted for as current income or other comprehensive income, depending on their designation. SFAS No. 133 generally provides for the matching of the timing of gain or loss recognition on the hedging instruments with the recognition of either the changes in the fair value of the hedged asset or liability, or the earnings effect of the hedged forecasted transaction. On July 7, 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133". SFAS No. 137 delays the effective date of SFAS No. 133. SFAS No. 133 would be effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. On June 19, 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities an Amendment of FASB Statement No. 133", which amends certain of the provisions of SFAS No. 133. Based on current volumes, Management expects that the adoption of SFAS No. 133 will not have a significant impact on the Corporation's financial position and results of operations. 3 - STOCKHOLDERS' EQUITY Authorized common stock shares at June 30, 2000 and December 31, 1999 were 250,000,000, with a par value of $1.00. At June 30, 2000 the Corporation had 26,889,452 shares issued and outstanding of common stock. Preferred stock The Corporation has 50,000,000 shares of authorized preferred stock with a par value of $1. This stock may be issued in series and the shares of each series shall have such rights and preferences as shall be fixed by the Board of Directors when authorizing the issuance of that particular series. On April 30, 1999, the Corporation issued 3,600,000 shares of preferred stock. The liquidation value per share is $25.00. Annual dividends of $1.78125 per share, are payable monthly, if declared by the board of directors. 4 - EARNINGS PER COMMON SHARE The calculations of earnings per common share for the three and six months ended on June 30, 2000 and 1999 are as follows: Three months ended Six months ended June 30, June 30, 2000 1999 2000 1999 (In thousands, except per share data) Net income $16,477 $15,394 $32,828 $29,535 Less: Preferred stock dividend (1,603) (1,069) (3,206) (1,069) -------- -------- -------- -------- Net income - attributable to common stockholders $14,874 $14,325 $29,622 $28,466 ======= ======= ======= ======= Earnings per common share - basic: Weighted average common shares outstanding 27,042 29,144 27,315 29,201 -------- -------- ------- ------- Earnings per common share - basic $ 0.55 $ 0.49 $ 1.08 $ 0.97 ========= ========= ======= ======== Earnings per common share - diluted: Weighted average common shares and share equivalents: Average common shares outstanding 27,042 29,144 27,315 29,201 Common stock equivalents - Options 185 268 187 275 --------- --------- -------- -------- Total 27,227 29,412 27,502 29,476 ------- -------- ------- ------- Earnings per common share - diluted $ 0.55 $ 0.49 $ 1.08 $ 0.97 ======== ======== ======== ======= Stock options outstanding under the Corporation's stock option plan for officers are common stock equivalents and, therefore, considered in the computation of earnings per common share - diluted. Common stock equivalents were computed using the treasury stock method. The stock option plan must be recognized either by the fair value based method or the intrinsic value based method. The Corporation uses the intrinsic value based method of accounting. Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount an employee must pay to acquire the stock. If material, entities using the intrinsic value based method on awards granted to employees must make pro forma disclosures of net income and earnings per share, as if the fair value based method of accounting had been applied. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. During the three and six months periods ended on June 30, 1999, the Corporation granted 3,500 and 5,500 options, respectively, to buy shares of the Corporation's common stock. Each option granted in 1999 has an exercise price of $26.44 (quarter) and $26.26 (semester), equal to the quoted market price of the stock at the grant date, therefore no compensation cost was recognized on the options granted. No options were granted during the first semester of 2000. Had compensation cost for the stock options granted been determined based on the fair value at the grant date the Corporation's net income and earnings per share would have been reduced to the pro forma amounts indicated below: Pro forma earnings per common share Three months ended Six months ended June 30, June 30, (In thousands except per share data) 2000 1999 2000 1999 ---- ------- ---- ---- Net income attributable to common stockholders $14,874 $14,287 $29,622 $28,404 Earnings per common share - basic $0.55 $0.49 $1.08 $0.97 Earnings per common share - diluted $0.55 $0.49 $1.08 $0.96 The Corporation uses the binomial model for the computation of the fair value of each option granted to buy shares of the Corporation's common stock. The fair value of each option granted during the three and six month period ended on June 30, 1999 was estimated using the following assumptions: dividend growth of 22.4% (quarter) and 22.0% (semester); expected life of 10 years; expected volatility of 36.6% (quarter) and 36.1% (semester) and risk-free interest rate of 5.2% (quarter) and 5.1% (semester). The estimated fair value of the options granted was $10.98 (quarter) and $11.21 (semester) per option. 5- INVESTMENT SECURITIES HELD FOR TRADING At June 30, 2000 and December 31, 1999, there were no securities held for trading purposes or options on such securities. The net gain from the sale of trading securities amounted to $167,821 and $587,188 during the three and six months ended on June 30, 2000. The net gain from the sale of trading securities amounted to $75,000 during the six months ended on June 30, 1999. These earnings were included as trading income. No net revenue from the sale of trading securities was recorded during the second quarter of 1999. 6 - INVESTMENT SECURITIES The amortized cost, gross unrealized gains and losses, approximate market value, weighted average yield and maturities of investment securities were as follows: Investment securities available for sale (Dollars in thousands) June 30, 2000 December 31, 1999 Weighted Weighted Amortized Unrealized Market Average Amortized Unrealized Market average cost gains (losses) value yield% cost gains( losses) value yield% U.S. Treasury Securities: After 5 to 10 years $ 39,600 $(3,262) $36,338 4.90 $39,577 $(4,302) $35,275 4.90 After 10 years 67,512 (5,442) 62,070 5.51 67,468 (9,621) 57,847 5.51 Obligations of other U.S. Government Agencies: Within 1 year 222,389 (114) 222,275 6.55 219,065 $53 (58) 219,060 5.68 After 1 to 5 years 66,135 $ 71 66,206 7.41 After 10 years 28,425 (5,785) 22,640 7.05 27,457 (5,127) 22,330 7.05 Puerto Rico Government Obligations: After 10 years 7,387 ____ (386) 7,001 6.46 5,880 ___ (36) 5,844 6.83 -------- --------- ----------- ----------- ----- ---------- Total $431,448 $ 71 $(14,989) $416,530 6.40 $359,447 $53 $(19,144) $340,356 5.69 ======== ==== ========= ======== ======== === ======== ======== Mortgage backed securities - Federal Home Loan Mortgage Corporation (FHLMC) certificates: After 1 to 5 years $ 837 $(17) $ 820 6.86 $ 997 $ (25) $ 972 6.87 After 5 to 10 years 9,069 (246) 8,823 6.23 9,905 (255) 9,650 6.23 After 10 years 20,783 $ 6 (254) 20,535 7.63 22,872 $11 (155) 22,728 6.38 -------- --- ------ -------- ------ --- ---- ------ 30,689 6 (517) 30,178 7.20 33,774 11 (435) 33,350 6.35 ------ - ---- ------ ------ -- ---- ------ Government National Mortgage Association (GNMA) certificates: After 5 to 10 years 4,728 (14) 4,714 6.23 3,674 (46) 3,628 5.85 After 10 years 1,204,111 840 (59,072) 1,145,879 6.47 1,039,069 1,410 (76,054) 964,425 6.19 --------- ---- ------- --------- --------- ----- ------- ------- 1,208,839 840 (59,086) 1,150,593 6.47 1,042,743 1,410 (76,100) 968,053 6.19 ---------- ---- -------- --------- --------- ----- ------ ------- Federal National Mortgage Association (FNMA) certificates: After 1 to 5 years 488 (3) 485 7.21 644 (7) 637 7.29 After 5 to 10 years 167 (3) 164 6.86 188 (6) 182 6.88 After 10 years 10,069 214 (55) 10,228 8.31 11,109 299 (46) 11,362 8.26 ---------- ----- ------ -------- -------- ----- ----- -------- 10,724 214 (61) 10,877 8.24 11,941 299 (59) 12,181 8.19 ---------- ----- ------ -------- -------- ----- ----- -------- Mortgage pass through certificates: After 10 years 2,399 72 ______ 2,471 8.99 2,463 757 ____ 3,220 9.09 -------------------- ------- --------- ----- -------- Real Estate Mortgage Interest Conduit: Within 1 year _________ _____ _______ _________ 361 12 _______ ___ 373 12.52 -------------- ------- ------------ Total $1,252,651 $1,132 $(59,664) $1,194,119 6.51 $1,091,282 $2,489 $(76,594) $1,017,177 6.23 ========== ====== ======== ========== ========== ====== ======== ========== Other investments: Within 1 year $ 49,137 $ 162 $ 49,299 3.13 $ 67,359 $1,914 $69,273 6.03 After 1 to 5 years 30,266 177 $ (1) 30,442 7.96 14,750 $ (88) 14,662 7.76 After 5 to 10 years 11,795 (260) 11,535 7.24 11,779 (162) 11,617 7.25 After 10 years 842 _____ (9) 833 7.06 990 _____ ____ 990 7.06 ------------- ----------- ------------ -------------- --------- Total $ 92,040 $ 339 $ (270) $ 92,109 5.28 $ 94,878 $1,914 $(250) $96,542 6.46 ========== ===== ======== ========= ========== ====== ===== ======= Maturities for mortgage backed securities are based upon contractual terms assuming no repayments. The weighted average yield on investment securities held for sale is based on amortized cost, therefore it does not give effect to changes in fair value. Investment securities held to maturity (Dollars in thousands) June 30, 2000 December 31, 1999 Weighted Weighted Amortized Unrealized Market Average Amortized Unrealized Market average cost gains (losses) value yield% cost gains( losses) value yield% Obligations of U.S. Government Agencies: After 1 to 5 years $ 10,000 $(177) $9,823 7.04 After 5 to 10 years $10,000 $ (166) $9,834 7.04 After 10 years 86,906 (11,149) 75,757 7.53 83,756 (9,255) 74,501 7.53 Puerto Rico Government Obligations: After 10 years 3,710 (164) 3,546 6.50 3,593 $57 ______ 3,650 6.50 ----------- ---------- --------- --------- --- --------- Total $100,616 $(11,490) $89,126 7.44 $97,349 $57 $(9,421) $87,985 7.44 ======== ======== ======= ======= === ======= ======= Mortgage backed securities: Government National Mortgage Association (GNMA) certificates After 10 years $206,860 $(5,772) $201,088 7.00 $206,697 $(7,851) $198,845 6.94 ======== ======= ======== ======== ======= ======== Expected maturities of mortgage backed securities and certain other securities might differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 7 - INVESTMENT IN FHLB STOCK At June 30, 2000 and December 31, 1999, there were investments in FHLB stock with book value of $17,826,500. The estimated market value of such investments is its redemption value. 8- IMPAIRED LOANS At June 30, 2000, the Corporation had $2.5 million ($4.4 million at December 31, 1999) in commercial and real estate loans over $1,000,000 considered impaired with an allowance of approximately $674,000 ($1.3 million at December 31, 1999). As of both periods, no increases in the provision for loan losses were necessary, since the allowance provided already covered the estimated impairment. There were no consumer loans over $1,000,000 considered impaired as of June 30, 2000 and December 31, 1999. The average recorded investment in impaired loans amounted to $3.5 million for the six months ended on June 30, 2000 (1999 - $9.4 million). Interest income in the amount of approximately $77,000 and $164,000 were recognized on impaired loans for the period ended on June 30, 2000 and 1999, respectively. 9 - LOANS RECEIVABLE The following is a detail of the loan portfolio: June 30, December 31, 2000 1999 ------------------ -------------- Residential real estate loans: Secured by first mortgages: Conventional $456,337,948 $ 395,884,613 Insured by government agencies: Federal Housing Administration and Veterans Administration 7,588,614 6,543,487 Puerto Rico Housing Bank and Finance Agency 30,287,207 32,928,102 Secured by second mortgages 6,416,225 5,706,225 -------------- -------------- 500,629,994 441,062,427 Deferred net loan fees (5,413,246) (5,293,370) -------------- -------------- Residential real estate loans 495,216,748 435,769,057 ------------- ------------- Commercial loans: Construction, land acquisition and land improvements 361,668,531 288,301,904 Undisbursed portion of loans in process (173,024,544) (156,233,791) -------------- -------------- Construction loans 188,643,987 132,068,113 Commercial loans 800,084,870 655,417,037 Commercial mortgage 401,128,450 371,642,698 --------------- -------------- Commercial loans 1,389,857,307 1,159,127,848 ------------- ------------- Finance leases 104,706,341 85,692,482 --------------- --------------- Consumer and other loans: Personal 406,968,531 422,722,624 Personal lines of credit 11,925,738 13,029,258 Auto 528,564,039 532,242,160 Boat 34,675,119 37,018,313 Credit card 170,219,185 168,045,087 Home equity reserve loans 2,564,526 2,656,713 Other 94,914 106,292 Unearned interest (130,976,738) (148,835,815) --------------- --------------- Consumer and other loans 1,024,035,314 1,026,984,632 -------------- -------------- Loans receivable 3,013,815,710 2,707,574,019 Loans held for sale 50,137,262 37,794,078 ---------------- ---------------- Total loans 3,063,952,972 2,745,368,097 Allowance for loan losses (74,100,412) (71,784,237) ---------------- ----------------- Total loans-net $2,989,852,560 $2,673,583,860 ============== ============== 10 - SEGMENT INFORMATION The Corporation has three reportable segments: Retail business, Treasury and Investments, and Commercial Corporate business. Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess where to allocate resources. Other factors such as the Corporation's organizational chart, nature of the products, distribution channels and the economic characteristics of the products were also considered in the determination of the reportable segments. The Retail business segment is composed of the Corporation's branches and loan centers together with the retail products of deposits and consumer loans. Certain small commercial loans originated by the branches are included in the Retail business. Consumer loans include loans such as personal, residential real estate, auto, credit card and small loans. Finance leases are also included in Retail business. The Commercial Corporate segment is composed of commercial loans and corporate services such as letters of credit and cash management. The Treasury and Investment segment is responsible for the Corporation investment portfolio and treasury functions. The accounting policies of the segments are the same as those described in Note 2 - "Summary of Significant Accounting Policies." The Corporation evaluates the performance of the segments based on net interest income after the estimated provision for loan losses. The segments are also evaluated based on the average volume of its earning assets less the allowance for loan losses. The only intersegment transaction is the net transfer of funds between the segments and the Treasury and Investment segment. The Treasury and Investment segment sells funds to the Retail and Commercial Corporate segments to finance their lending activities and purchases funds gathered by those segments. The interest rates charge or credit by Investment and Treasury is based on market rates. The following table presents information about the reportable segments (in thousands): Treasury and Commercial Retail Investments Corporate Total For the quarter ended June 30, 2000: Interest income $54,637 $33,226 $24,584 $112,447 Net (charge) credit for transfer of funds (2,407) 19,720 (17,313) Interest expense (17,912) (46,198) (64,110) Net interest income 34,318 6,748 7,271 48,337 Provision for loan losses (8,747) (2,411) (11,158) Segment income $25,571 $6,748 $4,860 $37,179 Average earning assets $1,827,790 $1,953,546 $1,053,111 $4,834,447 For the period ended June 30, 2000: Interest income $107,164 $62,971 $47,493 $217,628 Net (charge) credit for transfer of funds (4,225) 36,285 (32,060) Interest expense (34,771) (86,200) (120,971) Net interest income 68,168 13,056 15,433 96,657 Provision for loan losses (14,593) (8,585) (23,178) Segment income $53,575 $13,056 $6,848 $73,479 Average earning assets $1,782,291 $1,869,635 $1,014,639 $4,666,565 Treasury and Commercial Retail Investments Corporate Total For the quarter ended June 30, 1999: Interest income $42,176 $24,203 $20,876 $87,255 Net (charge) credit for transfer of funds 1,897 7,911 (9,808) Interest expense (14,159) (26,756) (40,915) Net interest income 29,914 5,358 11,068 46,340 Provision for loan losses (12,472) (478) (12,950) Segment income $17,442 $5,358 $10,590 $33,390 Average earning assets $1,320,395 $1,570,105 $837,868 $3,728,368 For the period ended June 30, 1999: Interest income $88,689 $51,473 $34,237 $174,399 Net (charge) credit for transfer of funds (1,369) 20,070 (18,701) Interest expense (27,490) (55,970) (83,460) Net interest income 59,830 15,573 15,536 90,939 Provision for loan losses (25,237) (1,513) (26,750) Segment income $34,593 $15,573 $14,023 $64,189 Average earning assets $1,314,811 $1,661,486 $800,981 $3,777,278 The following table presents a reconciliation of the reportable segment financial information to the consolidated totals (in thousands): Three months ended Six months ended June 30, June 30, --------------------------------- ------------------------ 2000 1999 2000 1999 ------------- ----------- ----------- -------- Net income: Total income for segments $37,179 $33,390 $73,479 $64,189 Other income 11,784 7,526 23,232 15,694 Operating expenses (28,565) (24,212) (56,267) (47,898) Income taxes (3,921) (1,311) (7,615) (2,450) Total consolidated net income $16,477 $15,393 $32,829 $29,535 Average assets: Total average earning assets for segments $4,834,447 $3,728,368 $4,666,565 $3,777,278 Average non earning assets 256,608 191,227 241,302 177,135 Total consolidated average assets $5,091,055 $3,919,595 $4,907,867 $3,954,413 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. SELECTED FINANCIAL DATA Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 Condensed income statements (in thousands): Interest income $112,447 $87,256 $217,628 $174,398 Interest expense 64,110 40,915 120,970 83,460 --------- -------- -------- --------- Net interest income 48,337 46,341 96,658 90,938 Provision for loan losses 11,158 12,950 23,178 26,750 --------- -------- -------- --------- Net interest income after provision for loan losses 37,179 33,391 73,480 64,189 Other income 9,507 7,498 18,442 14,386 Gain on sale of investments 2,277 28 4,790 1,308 Other operating expense 28,565 24,213 56,269 47,898 -------- -------- -------- -------- Net income before income tax expense 20,398 16,705 40,443 31,985 Income tax expense 3,921 1,311 7,615 2,450 --------- --------- --------- --------- Net income $16,477 $15,394 $32,828 $29,535 ======= ======= ======= ======= Per common share results: Net income per common share - basic $0.55 $0.49 $1.08 $0.97 Net income per common share - diluted $0.55 $0.49 $1.08 $0.97 Cash dividends declared $0.11 $0.09 $0.22 $0.18 Selected financial ratios (in percent): Average yield on earning assets (1) 9.28 9.38 9.29 9.43 Cost of interest bearing liabilities 5.68 4.87 5.57 4.89 Interest rate spread (1) 3.60 4.51 3.72 4.54 Net interest margin (1) 4.13 5.10 4.27 5.08 Net income to average total assets 1.29 1.57 1.34 1.49 Net income to average total equity 22.57 20.20 22.79 20.92 Net income to average common equity 29.46 23.53 29.91 22.64 Average equity to average total assets 5.73 7.78 5.87 7.14 Dividend payout ratio 19.95 18.31 20.13 18.43 Efficiency ratio (2) 47.51 44.97 46.93 45.48 June 30, December 31, 2000 1999 ---- ---- Regulatory capital ratios (in percent): Total capital to risk weighted assets 14.48 16.16 Tier 1 capital to risk weighted assets 10.37 11.64 Tier 1 capital to average assets 6.58 7.47 Balance sheet data (in thousands): Loans and loans held for sale $3,063,953 $2,745,368 Allowance for loan losses 74,100 71,784 Investments 2,033,651 1,811,164 Total assets 5,280,614 4,721,568 Deposits 2,987,292 2,565,422 Borrowings 1,930,109 1,803,729 Total capital 311,044 294,902 Number of full service branches 48 48 Loan origination offices 41 41 (1) On a taxable equivalent basis. (2) Other operating expenses to the sum of net interest income and other income. RESULTS OF OPERATIONS First BanCorp's results of operations depend primarily upon its net interest income, which is the difference between the interest income earned on its earning assets, including investment securities and loans, and the interest expense on its interest bearing liabilities including deposits and borrowings. The Corporation's results of operations also depend on the provision for loan losses; other income, mainly service charges and fees on loans; operating expenses, such as personnel, occupancy and other costs; and on gains on sales of securities. For the quarter ended on June 30, 2000, the Corporation recorded earnings of $16,477,355 or $0.55 per common share (basic and diluted), a per share increase of 12% as compared to earnings of $15,393,514 or $0.49 per common share (basic and diluted) for the second quarter of 1999. Earnings for the six months ended on June 30, 2000 amounted to $32,828,439 or $1.08 per common share (basic and diluted), as compared to earnings of $29,534,729 or $0.97 per common share (basic and diluted) for the same period of 1999. On a per share basis, earnings for the six months ended on June 30, 2000 increased by 11% as compared to earnings for the six months ended on June 30, 1999. Net Interest Income Net interest income for the three and six months ended on June 30, 2000 increased by $2.7 million and $5.3 million, respectively, as compared with the same periods in 1999, on a taxable equivalent basis. The interest rate spread and net interest margin, on a taxable equivalent basis, amounted to 3.60% and 4.13%, respectively, for the second quarter of 2000 as compared to 4.51% and 5.10%, respectively, for the second quarter of 1999. The interest rate spread and net interest margin, on a taxable equivalent basis, amounted to 3.72% and 4.27%, respectively, for the six months ended on June 30, 2000 as compared to 4.54% and 5.08%, respectively, for the six months ended on June 30, 1999. The reduction in the interest rate spread and net interest margin is primarily attributed to the increase in the average volume of total investments and total commercial loans when compared to the increase in the average volume of consumer loans. The interest rate spread for investments and commercial loans is lower than the spread for consumer loans. Part I of the following table presents average volumes and rates on a taxable equivalent basis and Part II describes the respective extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected the Corporation's interest income and interest expense during the periods indicated. For each category of earning assets and interest bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in volume multiplied by old rates), (ii) changes in rate (changes in rate multiplied by old volumes). Rate-volume variances (changes in rate multiplied by the changes in volume) have been allocated to the changes in volume and changes in rate based upon their respective percentage of the combined totals. PART I Three months ended June 30, Average volume Interest income (1) / expense Average rate (1) ---------------------------- ----------------------------- ----------------- 2000 1999 2000 1999 2000 1999 ---- ---- ---- ---- ---- ---- (Dollars in thousands) Earning assets: Deposits at banks and other short-term investments $ 8,630 $ 14,100 $ 125 $ 168 5.81% 4.78% Government obligations 519,694 432,089 8,801 6,264 6.81% 5.81% Mortgage backed securities 1,460,981 1,136,197 25,708 19,150 7.08% 6.76% FHLB stock 17,827 17,827 308 300 6.95% 6.75% Other investment 39,477 1,958 856 83 8.72% 17.04% ------------- -------------- ----------- ----------- Total investments 2,046,609 1,602,170 35,797 25,965 7.03% 6.50% ----------- ----------- --------- -------- Residential real estate loans 517,452 316,297 11,179 7,799 8.69% 9.89% Construction 168,982 76,100 4,196 1,656 9.99% 8.73% Commercial loans 1,150,400 768,742 25,953 18,550 9.07% 9.68% Finance leases 98,610 63,985 3,005 2,085 12.26% 13.07% Consumer loans 1,023,575 1,002,878 35,381 33,544 13.90% 13.42% ----------- ----------- ---------- -------- Total loans (2) 2,959,019 2,228,003 79,714 63,634 10.83% 11.46% ----------- ----------- ---------- -------- Total earning assets $5,005,628 $3,830,173 $115,512 $89,598 9.28% 9.38% ========== ========== ======== ======= Interest-bearing liabilities: Deposits $2,686,233 $1,787,296 $35,913 $20,554 5.38% 4.61% Other borrowed funds 1,825,318 1,585,331 27,772 20,354 6.12% 5.15% FHLB advances 26,351 663 425 8 6.49% 4.84% ------------- --------------- ---------- ------------ Total interest-bearing liabilities $4,537,902 $3,373,289 $64,110 $40,916 5.68% 4.87% ========== ========== ======= ======= Net interest income $51,402 $48,682 ======= ======= Interest rate spread 3.60% 4.51% Net interest margin 4.13% 5.10% Six months ended June 30, Average volume Interest income (1) / expense Average rate (1) ---------------------------- ----------------------------- ----------------- 2000 1999 2000 1999 2000 1999 ---- ---- ---- ---- ---- ---- (Dollars in thousands) Earning assets: Deposits at banks and other short-term investments $ 11,654 $ 11,360 $ 298 $ 215 5.14% 3.82% Government obligations 499,782 367,059 16,580 10,581 6.68% 5.81% Mortgage backed securities 1,393,343 1,288,010 48,676 45,295 7.03% 7.09% FHLB stock 17,827 14,487 598 483 6.75% 6.72% Other investment 44,986 1,961 1,892 163 8.46% 16.77% ----------- -------------- --------- ----------- Total investments 1,967,591 1,682,877 68,044 56,738 6.95% 6.80% ---------- ----------- -------- -------- Residential real estate loans 499,230 311,201 21,484 15,806 8.65% 10.24% Construction 156,503 69,516 7,768 3,031 9.98% 8.79% Commercial loans 1,103,412 738,395 50,009 33,814 9.11% 9.23% Finance leases 93,519 60,014 5,696 3,923 12.26% 13.18% Consumer loans 1,021,075 1,005,974 70,717 67,577 13.90% 13.55% ----------- ----------- ---------- ---------- Total loans (2) 2,873,740 2,185,100 155,674 124,151 10.83% 11.46% ----------- ----------- --------- ---------- Total earning assets $4,841,332 $3,867,978 $223,718 $180,889 9.28% 9.43% ========== ========== ======== ======== Interest-bearing liabilities: Deposits $2,581,762 $1,701,000 $ 67,279 $38,847 5.38% 4.61% Other borrowed funds 1,753,204 1,739,268 52,576 44,578 6.12% 5.17% FHLB advances 36,105 1,486 1,116 36 6.49% 4.88% ------------- --------------- ----------- ------------ Total interest-bearing liabilities $4,371,071 $3,441,754 $120,971 $83,461 5.68% 4.89% ========== ========== ======== ======= Net interest income $102,747 $97,428 ======== ======= Interest rate spread 3.72% 4.54% Net interest margin 4.27% 5.08% (1) On a tax equivalent basis. The tax equivalent yield was computed dividing the interest rate spread on exempt assets by (1- statutory tax rate) and adding to it the cost of interest bearing liabilities. When adjusted to a tax equivalent basis, yields on taxable and exempt assets are comparative. (2) Non-accruing loans are included in the average balances. PART II Three months ended on June 30, Six months ended on June 30, 2000 compared to 1999 2000 compared to 1999 --------------------------------------------- ------------------------------- Variance Variance Variance Variance due to due to Total due to due to Total volume rate variance volume rate variance (In thousands) Interest income on earning assets: Deposits at banks and other short-term investments $ (72) $ 29 $ (43) $ 6 $ 77 $ 83 Government obligations 1,375 1,162 2,537 4,259 1,739 5,998 Mortgage backed securities 5,634 924 6,558 3,772 (391) 3,381 FHLB stock 0 8 8 113 2 115 Other investment 1,993 (1,220) 773 2,699 (957) 1,742 ------ ------ ------- ------- ------- ------- Total investments 8,930 903 9,833 10,849 470 11,319 ------ ------- ------ ------- ------- ------- Consumer loans 666 1,171 1,837 1,093 2,047 3,140 Real estate loans 4,651 (1,271) 3,380 8,889 (3,211) 5,678 Construction loans 2,272 268 2,540 4,275 462 4,737 Commercial loans 8,901 (1,498) 7,403 16,747 (552) 16,195 Finance leases 1,091 (171) 920 2,131 (358) 1,773 ------- -------- -------- -------- ------- ------- Total loans 17,581 (1,501) 16,080 33,135 (1,612) 31,523 ------ ------- ------- ------- ------ ------- Total interest income 26,511 (598) 25,913 43,984 (1,142) 42,842 ------ -------- ------- ------- ------ ------- Interest expense on interest bearing liabilities: Deposits 11,552 3,807 15,359 22,452 5,980 28,432 Other borrowed funds 3,306 4,112 7,418 366 7,632 7,998 FHLB advances 413 4 417 1,067 13 1,080 ---------- ---------- -------- -------- ---------- -------- Total interest expense 15,271 7,923 23,194 23,885 13,625 37,510 -------- ------- ------- ------- ------- ------- Change in net interest income $11,240 $(8,521) $ 2,719 $20,099 $(14,767) $ 5,332 ======= ======= ======= ======= ======== ======= Total interest income includes tax equivalent adjustments based on the Puerto Rico income tax rate of $3.1 million and $6.1 million for the three and six months ended on June 30, 2000, and of $2.3 million and $6.5 million for the three and six months ended on June 30, 1999. The adjustments have been made on debt securities (primarily United States and Puerto Rico government obligations) and on loans guaranteed by United States and Puerto Rico government agencies. The computation considers the interest expense disallowance as required by the Puerto Rico tax law. Interest Income Interest income increased by $25.2 million and $43.2 million for the three and six months ended on June 30, 2000 as compared to the same periods for 1999. When adjusted to a taxable equivalent basis, interest income increased by $25.9 million and $42.8 million for the three and six months ended on June 30, 2000 as compared to the same periods in 1999. The yield on earning assets, on a taxable equivalent basis, amounted to 9.28% and 9.38% for the three months ended on June 30, 2000 and 1999, respectively, and 9.29% and 9.43% for the six months ended on June 30, 2000 and 1999, respectively. The growth in interest income for the periods analyzed was due to the increase in the average volume of earning assets. The average volume of earning assets increased by $1,175.5 million and $973.4 million for the three and six months ended on June 30, 2000, as compared to the same periods in 1999. The average volume of total investments increased by $444.4 million and $284.7 million for the three and six months period ended on June 30, 2000 as compared with the same periods in 1999, mostly concentrated in mortgage backed securities and government obligations. The average volume of the loan portfolio increased by $731.0 million and $688.6 million for the three and six months ended on June 30, 2000 as compared with the same periods in 1999, due to an increase in real estate, construction and commercial loans. Residential real estate, construction loans, commercial loans, finance leases and consumer loans increased by $188.0 million, $87.0 million, $365.0 million, $33.5 million and $15.1 million, respectively, for the six months ended on June 30, 2000 as compared to the same period in 1999. Interest Expense Interest expense increased by $23.2 million and $37.5 million for the three and six months ended on June 30, 2000 as compared with the amounts recorded in the same periods of 1999. The increase in interest expense due to volume amounted to $15.3 million and $23.9 million for the three and six months ended on June 30, 2000 as compared to the same periods ended on June 30, 1999. The cost of interest bearing liabilities increased from 4.87% and 4.89% for the three and six months period ended on June 30, 1999 to 5.68% and 5.57% for the three and six months period ended on June 30, 2000. Provision for Loan Losses For the three and six months ended on June 30, 2000, the Corporation provided $11.2 million and $23.2 million, respectively, for possible loan losses as compared to $12.9 million and $26.7 million, for the same periods of 1999. The provision for loan losses recorded during 2000 reflects a lower provision need due to an improvement in the credit quality of the loan portfolio. The Corporation maintains an allowance for loan losses on its portfolio at a level that Management considers adequate to provide for potential losses in the portfolio based upon an evaluation of known and inherent risks. The Corporation establishes a quarterly allowance for loan losses based on the asset classification report to cover the total amount of any assets classified as a "loss," the potential loss exposure of other classified assets, and a percentage of the assets not classified. The adequacy of the allowance for loan losses is also based upon a number of additional factors including historical loan loss experience, current economic conditions, value of the underlying collateral, financial condition of the borrowers and other pertinent factors. Although Management believes that the allowance for loan losses is adequate, factors beyond the Corporation's control, including factors affecting the Puerto Rico economy, may contribute to delinquencies and defaults thus necessitating additional reserves. The following table sets forth an analysis of the activity in the allowance for loan losses during the periods indicated: Three months ended Six months ended June 30, June 30, 2000 1999 2000 1999 --------------- -------------- ------------- ------------- (Dollars in thousands) Allowance for loan losses, beginning of period $73,504 $68,717 $71,784 $67,854 Provision for loan losses 11,158 12,950 23,178 26,750 -------- -------- -------- ------- Loans charged-off: Residential real estate (25) (41) Commercial (1,003) (182) (1,800) (702) Finance leases (721) (535) (1,225) (1,032) Consumer (11,476) (12,491) (23,348) (25,751) Other assets (28) (117) (32) (413) ---------- --------- ------------ --------- Total charge-offs (13,229) (13,350) (26,406) (27,939) ------- -------- --------- ------- Recoveries of loans previously charged-off: Commercial 95 51 137 75 Finance leases 61 590 116 618 Consumer 2,499 1,691 5,273 3,183 Other assets 12 112 18 222 ---------- ---------- ---------- ---------- Total recoveries 2,667 2,444 5,544 4,098 -------- --------- -------- --------- Net charge-offs (10,562) (10,905) (20,862) (23,842) -------- -------- -------- --------- Allowance for loan losses, end of period $74,100 $70,762 $74,100 $70,762 ======= ======= ======= ======= Allowance for loan losses to total loans and loans held for sale 2.42% 3.01% 2.42% 3.01% Net charge-offs annualized to average loans outstanding during the period 1.43% 1.96% 1.45% 2.18% Other Income Three months ended Six months ended June 30, June 30, 2000 1999 2000 1999 --------------- -------------- ------------- ------------- Service charges on deposit accounts $2,207,445 $2,056,634 $4,614,828 $3,961,378 Other fees on loans 4,335,171 3,075,093 7,742,678 5,916,423 Fees on loans serviced for others 125,080 220,757 284,331 488,307 Mortgage banking activities 11,549 11,549 Rental income 536,685 595,110 1,034,613 1,236,707 Other operating income 2,135,293 1,538,991 4,178,693 2,696,603 ------------ ----------- ----------- ------------ Subtotal 9,339,674 7,498,134 17,855,143 14,310,967 Gain on sale of investments 2,276,901 27,775 4,789,583 1,308,286 Trading income 167,821 ________ 587,188 75,000 ------------- ------------- --------------- Total $11,784,396 $7,525,909 $23,231,914 $15,694,253 =========== ========== =========== =========== Other income primarily consists of service charges on deposit accounts, fees on loans, commissions derived from various banking activities, the results of trading activities and gains on sale of investments. Service charges on deposit accounts represent an important and stable source of other income for the Corporation. Other fees on loans consist mainly of credit card fees and late charges collected on loans. Total other income also increased due to the fees generated by the new business acquired during the second semester of 1999. (See following section on Other Operating Expenses). The Corporation's second tier subsidiary, First Leasing and Rental Corporation, generates income on the rental of various types of motor vehicles. The other operating income category is composed of miscellaneous fees such as check fees and rental of safe deposit boxes. The Corporation recorded $2.3 million and $4.8 million during the three and six months ended June 30, 2000 and $27,775 and $1.3 million during the three and six months ended June 30, 1999 from gains on sale of investments securities. These gains reflect market opportunities that arose and that are in consonance to the Corporation's investment policies. Other Operating Expenses The following table presents the detail of other operating expenses for the periods indicated: Three months ended Six months ended June 30, June 30, 2000 1999 2000 1999 ------------- --------------- --------------- ---------- Employees' compensation and benefits $12,952,655 $11,346,767 $25,412,936 $22,568,586 Occupancy and equipment 5,735,584 4,744,521 11,175,315 9,443,908 Taxes and insurance 1,607,388 1,631,492 3,196,336 3,262,973 Net cost (gain) of operations and disposition of other real estate owned 18,634 (305,162) 54,621 (300,376) Amortization of debt issuance costs 87,588 152,911 174,842 311,856 Professional fees 628,913 509,374 1,347,641 1,056,946 Servicing and processing fees 1,444,454 1,092,270 2,957,503 2,084,658 Communications 1,374,147 1,075,023 2,736,893 2,206,092 Supplies and printing 281,525 445,344 618,373 698,695 Other 4,434,431 3,520,018 8,594,076 6,564,915 ------------- ------------- ------------- ------------ Total $28,565,319 $24,212,558 $56,268,536 $47,898,253 =========== =========== =========== =========== Operating expenses increased to $28.6 million and $56.3 million for the three and six months ended June 30, 2000 as compared to $24.2 million and $47.9 million for the same periods in 1999. Management's goal has been to make only expenditures that contribute clearly and directly to increase the efficiency and profitability of the Corporation. This control over other operating expenses has been an important factor contributing to the improvement in earnings in recent years. The best measure of the success of this program is the efficiency ratio, which is the ratio of other operating expenses to the sum of net interest income and other income. The Corporation's efficiency ratio was 46.9% and 45.5% for the six months period ended on June 30, 2000 and 1999, respectively. The increase in operating expenses for 2000 is mainly the result of the investments made in new technology, the expansion of the Corporation's branch network, the acquisition of new business and branches and the staffing of the commercial lending business to support the growth in the portfolio. During 1999 the Corporation opened a new full-service branch and two in-store branches. In July of 1999, the Corporation acquired the Royal Bank's operations in Puerto Rico including its full service branch in the financial district of Hato Rey. In August of 1999, the Corporation acquired the credit card portfolio of Western Auto. In December of 1999, the Corporation acquired four branches from CitiBank. To emphasize the commercial lending area, the Corporation recruited new officers for the origination of loans to the middle market throughout selected branches. Provision for Income Tax The provision for income tax amounted to $7.6 million (or 18.8% of pretax earnings) for the six months ended on June 30, 2000 as compared to $2.4 million (or 7.66% of pretax earnings) for the same period in 1999. The increase in the efective tax rate is attributed to the growth in the loan portfolio resulting in an increase in taxable income. The Corporation has effectively reduced the enacted tax rate of 39%, through the strategy of investing in tax exempt securities. FINANCIAL CONDITION Assets Total assets amounted to $5,280.6 million as of June 30, 2000, an increase of $559 million as compared to total assets of $4,721.6 million as of December 31, 1999. This increase was primarily attributed to an increase of $222.5 million in total investments and $318.6 million in total loans. The composition of loans receivable and loans available for sale: June 30, December 31, Increase 2000 1999 (Decrease) -------------- -------------------- -------- (In thousands) Residential real estate loans $ 545,355 $ 473,563 $ 71,792 ----------- ----------- --------- Commercial real estate loans 401,128 371,643 29,485 Construction loans 188,644 132,068 56,576 Commercial loans 800,085 655,417 144,668 ----------- ------------ --------- Total commercial 1,389,857 1,159,128 230,729 ---------- ----------- --------- Finance leases 104,706 85,692 19,014 Consumer and other loans 1,024,035 1,026,985 (2,950) ----------- ----------- ----------- Total $3,063,953 $2,745,368 $318,585 ========== ========== ======== The fluctuation in the loans receivable category represents the net effect of total loan origination of $598.7 million and repayments and other adjustments of $280.1 million. The Corporation continued its strategy of diversifying its loan portfolio composition through the origination of commercial loans, resulting in an increase of $230.7 million in the commercial loan portfolio. Residential real estate loans increased by $71.8 million as a result of new resources added to this line of business. Finance leases, which are mostly composed of loans to individuals to finance the acquisition of an auto, increased by $19.0 million. Non-performing Assets Total non-performing assets are the sum of non-accruing loans, OREO's and other repossessed properties. Non-accruing loans are loans as to which interest is no longer being recognized. When loans fall into non-accruing status, all previously accrued and uncollected interest is charged against interest income. At June 30, 2000, total non-performing assets amounted to $54.6 million (1.03% of total assets) as compared to $57.4 million (1.22% of total assets) at December 31, 1999 and $62.9 million (1.57% of total assets) at December 31, 1998. The Corporation's reserve to non-performing loans ratio continues to improve to 148.9% at June 30, 2000 from 133.4% and 119.1% at December 31, 1999 and 1998, respectively. Past due loans are loans delinquent 90 days or more as to principal and/or interest and still accruing interest. The following table presents non-performing assets at the dates indicated: June 30, December 31, 2000 1999 1998 ----------- ---------- -------- (Dollars in thousands) Non-accruing loans: Residential real estate $11,377 $ 8,633 $ 9,151 Commercial and commercial real estate 19,417 17,975 19,355 Finance leases 1,879 2,482 1,716 Consumer 17,106 24,726 26,736 ------ ------ -------- 49,779 53,816 56,958 Other real estate owned (OREO) 1,811 517 3,642 Other repossessed property 3,053 3,112 2,277 -------- --------- --------- Total non-performing assets $54,643 $57,445 $62,877 ======= ======= ======= Past due loans $15,735 $13,781 $15,110 Non-performing assets to total assets 1.03% 1.22% 1.57% Non-performing loans to total loans 1.62% 1.96% 2.69% Allowance for loan losses $74,100 $71,784 $67,854 Allowance to total non-performing loans 148.86% 133.39% 119.13% Non-accruing Loans Residential Real Estate Loans - The Corporation classifies all residential real estate loans delinquent 90 days or more in non-accruing status. Even though these loans are in non-accruing status, Management considers based on the value of the underlying collateral and the loan to value ratios, that no material losses will be incurred in this portfolio. Management's understanding is based on the historical experience of the Corporation. Non-accruing residential real estate loans amounted to $11.4 million (2.09% of total residential real estate loans) at June 30, 2000, as compared to $8.6 million (1.82% of total residential real estate loans) and $9.2 million (3.02% of total residential real estate loans) at December 31, 1999 and 1998, respectively. Commercial Loans - The Corporation places all commercial loans (including commercial real estate and construction loans) 90 days delinquent as to principal and interest in non-accruing status. The risk exposure of this portfolio is diversified. Non-accruing commercial loans amounted to $19.4 million (1.40% of total commercial loans) at June 30, 2000 as compared to $18.0 million (1.55% of total commercial loans) and $19.4 million (2.53% of total commercial loans) at December 31, 1999 and 1998, respectively. Finance Leases - Finance leases are classified as non-accruing status when they are delinquent 90 days or more. Non-accruing finance leases amounted to $1.9 million (1.79% of total finance leases) at June 30, 2000, as compared to $2.5 million (2.90% of total finance leases) and $1.7 million (3.29% of total finance leases) at December 31, 1999 and 1998, respectively. Consumer Loans - Consumer loans are classified as non-accruing when they are delinquent 90 days in auto, boat and home equity reserve loans, 120 days in personal loans (including small loans) and 180 days in credit cards and personal lines of credit. Non-accruing consumer loans amounted to $17.1 million (1.67% of the total consumer loan portfolio) at June 30, 2000, $24.7 million (or 2.41% of the total consumer loan portfolio) at December 31, 1999 and $26.7 million (or 2.67% of the total consumer loan portfolio) at December 31, 1998. The decrease in the ratio and amount of non-accruing loans was the result of the improvement on the credit quality of the portfolio. Other Real Estate Owned (OREO) OREO acquired in settlement of loans is carried at the lower of cost (carrying value of the loan) or fair value less estimated cost to sell off the real estate at the date of acquisition. Other Repossessed Property The other repossessed property category includes repossessed boats and autos acquired in settlement of loans. Repossessed boats are recorded at the lower of cost or estimated fair value. Repossessed autos are recorded at the principal balance of the loans less an estimated loss on the disposition of certain units. Past Due Loans Past due loans are accruing commercial and consumer loans, which are contractually delinquent 90 days or more. Past due commercial loans are current as to interest but delinquent in the payment of principal. Past due consumer loans include personal lines of credit and credit card loans delinquent 90 days up to 179 days and personal loans (including small loans) delinquent 90 days up to 119 days. Sources of Funds Total liabilities amounted to $4,969.6 million as of June 30, 2000, an increase of $542.9 million as compared to $4,426.7 million as of December 31, 1999. The increase in total liabilities was primarily due to: (1) an increase in total deposits of $421.9 million; (2) an increase in federal funds and securities sold under agreements to repurchase of $274.0 million; net of (3) a decrease in other short term borrowings of $140.4 million. The Corporation maintains unsecured standby lines of credit with other banks. At June 30, 2000, the Corporation's total unused lines of credit with these banks amounted to approximately $100,500,000 (1999 - $123,500,000). At June 30, 2000, the Corporation has an available line of credit with the FHLB guaranteed with excess collateral, in the amount of $62,044,801 (1999 - $2,812,126). Capital Total stockholders' equity amounted to $311.0 million as of June 30, 2000, an increase of $16.1 million from the balance as of December 31, 1999. This increase was primarily attributed to $32.8 million in net income generated for the period ended on June 30, 2000 of $32.8 million, an increase in the valuation on securities available for sale of $13.6 million, dividends paid of $9.2 million, and the repurchase of 1,171,000 shares of common stock at a total cost of $21.1million. The Corporation is subject to various regulatory capital requirements imposed by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation's capital amounts and classification are also subject to qualitative judgment by the regulators about components, risk weightings and other factors. Capital standards established by regulations require the Corporation to maintain minimum amounts and ratios of Tier 1 capital to total average assets (leverage ratio) and ratios of Tier 1 and total capital to risk-weighted assets, as defined in the regulations. The total amount of risk-weighted assets is computed by applying risk weighting factors to the Corporation's assets, which vary from 0% to 100% depending on the nature of the asset. At June 30, 2000 and December 31, 1999, the Corporation exceeded the requirements for an adequately capitalized institution. At June 30, 2000 and December 31, 1999, the Corporation also was a well capitalized institution under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Corporation must maintain minimum total risk based, Tier 1 risk based and Tier 1 leverage ratios as set forth in the following table. Management believes that there are no conditions or events that have changed that classification. The Corporation's regulatory capital position was as follows: Regulatory requirements For capital Actual adequacy purposes To be well capitalized Amount Ratio Amount Ratio Amount Ratio At June 30, 2000 (Dollars in thousands) Total Capital (to Risk-Weighted Assets): First BanCorp $471,510 14.48% $260,483 8% $325,603 10% FirstBank 425,995 13.26% 257,056 8% 321,321 10% Tier I Capital (to Risk-Weighted Assets): First BanCorp $337,566 10.37% $130,241 4% $195,362 6% FirstBank 292,650 9.11% 128,528 4% 192,792 6% Tier I Capital (to Average Assets): First BanCorp $337,566 6.58% $154,017 3% $256,695 5% FirstBank 292,650 5.76% 152,503 3% 254,171 5% At December 31, 1999 Total Capital (to Risk-Weighted Assets): First BanCorp $468,261 16.16% $231,758 8% $289,697 10% FirstBank 409,173 14.26% 229,608 8% 287,010 10% Tier I Capital (to Risk-Weighted Assets): First BanCorp $337,284 11.64% $115,879 4% $173,818 6% FirstBank 279,383 9.73% 114,804 4% 172,206 6% Tier I Capital (to Average Assets): First BanCorp $337,284 7.47% $135,473 3% $225,789 5% FirstBank 279,383 6.26% 133,953 3% 223,255 5% Dividends During the period ended on June 30, 2000, the Corporation declared two quarterly cash dividends of $0.11 per common share representing a 22% increase over the two quarterly cash dividends of $0.09 per common share declared during the same period ended on June 30, 1999. Total dividends declared per common share amounted to $6.0 million for the period ended on June 30, 2000 for an annualized dividend payout ratio of 20.13% as compared to $5.2 million for the period ended June 30, 1999 (or a 18.43% dividend payout ratio). Dividends declared on preferred stock amounted $3,206,250 for the period ended on June 30, 2000 as compared to $1,068,750 for the period ended on June 30, 1999. Liquidity Liquidity refers to the level of cash and eligible investments readily available to meet loan and investment commitments, potential deposit outflows and debt repayments. The Corporation's liquidity position and liquidity targets are reviewed on a weekly basis by the Asset Liability Management and Investment Committee, using measures of liquidity developed by Management. The Corporation's principal sources of short-term funds are loan repayments, deposits, securities sold under agreements to repurchase, and lines of credit with the FHLB and other financial institutions. The Investment Committee reviews credit availability on a regular basis. In addition, the Corporation has securitized and sold auto and mortgage loans as a supplementary source of funding. The Corporation has obtained long-term funding through the issuance of notes and long-term institutional certificates of deposit. The Corporation's principal uses of funds are the origination of loans and investments, and the repayment of maturing deposit accounts and borrowings. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required herein is incorporated by reference from page 33 of the annual report to security holders for the year ended December 31, 1999. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Corporation is a defendant in a number of legal proceedings arising out of, and incidental to its business. Based on its review with counsel on the development of these matters to date, Management is of the opinion that the ultimate aggregate liability, if any, resulting from these pending proceedings will not have a material adverse effect on the accompanying consolidated financial statements. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORT ON FORM 8-K Not applicable. SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: First BanCorp. Name of the Corporation Date: August 11, 2000 By: /s/ Angel Alvarez-Perez, Esq. ------------------------------ Angel Alvarez-Perez, Esq. Chairman, President and Chief Executive Officer Date: August 11, 2000 By: /s/ Annie Astor de Carbonell ----------------------------- Annie Astor de Carbonell Senior Executive Vice President and Chief Financial Officer