3 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 September 30, 1999 First BanCorp. (Exact name of bank 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) Bank'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 November 11, 1999 28,496,452 FIRST BANCORP CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements: Consolidated Statements of Financial Condition as of September 30, 1999 and December 31, 1998.................................................................3 Consolidated Statements of Income for the three and nine months ended on September 30, 1999 and 1998.......................4 Consolidated Statements of Comprehensive Income for the three and nine months ended on September 30, 1999 and 1998.......................5 Consolidated Statements of Cash Flows for the nine months ended on September 30, 1999 and 1998..........................6 Consolidated Statements of Changes in Stockholders' Equity..............................................................7 Notes to Consolidated Financial Statements...........................................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................17 Item 3. Quantitative and Qualitative Disclosures About Market Risk..................31 PART II. OTHER INFORMATION Item 1. Legal Proceedings...........................................................32 Item 2. Changes in Securities.......................................................32 Item 3. Defaults Upon Senior Securities.............................................32 Item 4. Submission of Matters to a Vote of Security Holders.......................................................32 Item 5. Other Information...........................................................32 Item 6. Exhibits and Report on Form 8-K.............................................32 SIGNATURES............................................................................................33 FIRST BANCORP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION September 30, December 31, 1999 1998 ---------------------------------- (Unaudited) Assets Cash and due from depository institutions $ 43,460,680 $ 39,416,097 ---------------- -------------- Money market instruments Deposits at interest with banks 2,213,243 525,669 Securities purchased under agreement to resell 17,421,000 ____________ ----------------- 19,634,243 525,669 ----------------- ------------------- Debt securities available for sale, at market: United States and Puerto Rico Government obligations 319,222,900 268,611,106 Mortgage backed securities 1,042,336,905 1,492,538,909 Other investment 16,958,431 1,620,000 ----------------- ------------------- Total debt securities available for sale 1,378,518,236 1,762,770,015 --------------- ---------------- Debt securities held to maturity, at cost: United States and Puerto Rico Government obligations 95,760,355 26,921,836 Mortgage backed securities 206,615,183 ____________ ---------------- 302,375,538 26,921,836 ---------------- ----------------- Federal Home Loan Bank (FHLB) stock 17,826,500 10,270,600 ----------------- ----------------- Loans held for sale 32,532,750 20,641,628 Loans receivable 2,492,844,653 2,099,412,756 --------------- --------------- Total loans 2,525,377,403 2,120,054,384 Allowance for loan losses (72,135,828) (67,854,066) ---------------- ---------------- Total loans - net 2,453,241,575 2,052,200,318 --------------- --------------- Other real estate owned 484,859 3,642,525 Premises and equipment - net 56,906,520 51,537,192 Accrued interest receivable 18,308,865 10,738,072 Due from customers on acceptances 3,160,237 2,392,338 Other assets 79,865,480 56,937,413 ----------------- ----------------- Total assets $ 4,373,782,734 $ 4,017,352,075 =============== =============== Liabilities and Stockholders' Equity Liabilities: Non-interest bearing deposits $ 173,487,125 $ 173,103,709 Interest bearing deposits 2,156,826,877 1,601,941,185 Federal funds purchased and securities sold under agreements to repurchase 1,442,366,311 1,623,697,988 Other short-term borrowings 50,032,928 86,594,710 Advances from FHLB 2,600,000 Notes payable 85,500,000 118,100,000 Bank acceptances outstanding 3,160,237 2,392,338 Accounts payable and other liabilities 60,818,836 39,058,247 ----------------- ----------------- 3,972,192,315 3,647,488,177 Subordinated notes 93,577,080 99,495,830 ----------------- ----------------- 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 __________ --------------- Common stock, $1.00 par value, authorized 250,000,000 shares; issued 29,612,552 shares 29,612,552 29,599,552 Less: Treasury Stock (1,043,900 shares at par) (1,043,900) (100,000) ---------------- ----------------- Common stock outstanding 28,568,652 29,499,552 --------------- --------------- Additional paid-in capital 20,086,649 23,575,936 Capital reserve 30,000,000 30,000,000 Legal surplus 126,792,514 53,454,469 Retained earnings 66,085,854 125,088,180 Accumulated other comprehensive income - unrealized gain (loss) on securities available for sale, net of tax (53,520,330) 8,749,931 ---------------- ------------------- 308,013,339 270,368,068 ---------------- ---------------- Contingencies and commitments ____________ ____________ Total liabilities and stockholders' equity $4,373,782,734 $4,017,352,075 ============== ============== The accompanying notes are an integral part of these statements. 34 FIRST BANCORP CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 1999 1998 1999 1998 Interest income: Loans $66,682,290 $56,962,765 $189,612,961 $171,246,717 Investments 27,477,878 22,699,050 78,463,053 63,167,241 Dividends on FHLB stock 314,978 185,096 797,529 561,948 -------------- ------------- ---------------- ------------ Total interest income 94,475,146 79,846,911 268,873,543 234,975,906 ------------ ------------ ------------- ------------- Interest expense: Deposits 24,845,841 17,782,569 63,692,990 52,049,176 Short term borrowings 19,622,306 18,551,123 57,255,173 49,992,440 Long term borrowings 3,217,907 3,700,889 10,198,160 11,320,082 ------------- -------------- -------------- -------------- Total interest expense 47,686,054 40,034,581 131,146,323 113,361,698 ------------ ------------- ------------- ------------- Net interest income 46,789,092 39,812,330 137,727,220 121,614,208 Provision for loan losses 11,016,500 21,420,000 37,766,000 57,087,000 ----------- ------------ ------------ ------------ Net interest income after provision for loan losses 35,772,592 18,392,330 99,961,220 64,527,208 ------------ ------------ ------------ ------------ Other income: Service charges on deposit accounts 2,310,283 2,028,851 6,271,661 5,944,199 Fees on loans serviced for others 193,839 380,270 682,146 1,315,338 Other fees on loans 3,524,951 2,903,122 9,441,374 8,344,659 Mortgage banking activities (5,796) (2,380) 5,753 98 Trading income 2,364,063 75,000 2,614,063 Gain on sale of investments 40,297 9,703,028 1,348,583 21,386,097 Other operating income 2,457,510 1,543,263 6,390,820 4,915,913 ------------- ------------- ------------- ------------- Total other income 8,521,084 18,920,217 24,215,337 44,520,367 ------------- ------------ ------------ ------------ Other operating expenses: Employees' compensation and benefits 12,069,042 11,220,248 34,637,628 31,959,419 Occupancy and equipment 5,216,581 4,593,668 14,660,489 12,653,728 Taxes and insurance 1,632,098 1,621,421 4,895,071 5,037,303 Other 6,965,808 5,945,092 19,588,595 17,693,602 ------------- -------------- ------------- -------------- Total other operating expenses 25,883,529 23,380,429 73,781,783 67,344,052 ------------ ------------- ------------- ------------- Income before income tax provision 18,410,146 13,932,118 50,394,774 41,703,523 Income tax provision 2,202,000 867,500 4,651,900 3,577,500 ------------ --------------- ------------- ------------- Net income $ 16,208,146 $ 13,064,618 $45,742,874 $ 38,126,023 ============ ============= =========== ============= Net income per common share - basic $ 0.50 $ 0.44 $ 1.48 $ 1.29 =============== ================= ============== ============= Net income per common share - diluted $ 0.50 $ 0.44 $ 1.47 $ 1.28 =============== ================= ============== ============= The accompanying notes are an integral part of these statements. FIRST BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 1999 1998 1999 1998 Net income $ 16,208,146 $13,064,618 $ 45,742,874 $38,126,023 ------------ ----------- ------------ ----------- Other comprehensive income net of tax: Unrealized gain (losses) on securities: Unrealized holding gains (losses) (10,487,271) 16,368,603 (61,373,043) 19,775,710 arising during the period Less: reclassification adjustment for gains included in net income _________ 4,375,138 897,218 10,255,551 ------------ -------------- ------------ Total other comprehensive income (10,487,271) 11,993,465 (62,270,261) 9,520,159 ----------- ------------ ----------- ------------- Comprehensive income $5,720,875 $25,058,083 $(16,527,387) $47,646,182 ========== =========== ============ =========== The accompanying notes are an integral part of these statements. FIRST BANCORP CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Nine Months Nine Months Ended Ended September 30, 1999 September 30, 1998 Cash flows from operating activities: Net income $ 45,742,874 $ 38,126,023 ------------- ------------- Adjustments to reconcile net income to net cash: Depreciation 5,573,257 5,251,295 Provision for loan losses 37,766,000 57,087,000 Increase (decrease) in taxes payable 3,556,881 (579,551) Increase in deferred tax assets (5,650,996) (7,929,823) Increase (decrease) in accrued interest receivable (7,570,793) 5,135,487 Increase in accrued interest payable 6,231,229 1,495,339 Amortization of deferred net loan fees (776,174) (186,419) Net gain on sale of investments securities (1,348,583) (21,386,097) Originations of loans available for sale (12,961,662) (4,920,412) Proceeds from sale of loans 1,266,787 Decrease (increase) in other assets 1,973,497 (3,035,119) Increase in other liabilities 13,089,273 3,975,397 ------------ ---------- Total adjustments 41,148,716 34,907,097 ------------- ------------ Net cash provided by operating activities 86,891,590 73,033,120 ------------ ---------- Cash flows from investing activities: Principal collected on loans 513,486,123 523,058,759 Loans originated (952,964,932) (664,004,860) Purchase of loans (196,247) (1,330,497) Proceeds from sale of investments 9,570,777 188,049,948 Maturities of investment securities and money market instruments 5,192,189,558 5,312,445,640 Purchases of investment securities and money market instruments (5,193,749,261) (5,610,247,904) Additions to premises and equipment - net (10,942,585) (7,679,344) Proceeds from sale of real estate owned 3,594,699 347,000 Proceeds from sale of auto repossessions 12,816,815 17,633,912 Investment in FHLB stock (7,555,900) (120,300) ---------------- ---------------- Net cash used in investing activities (433,750,953) (241,847,646) -------------- -------------- Cash flows from financing activities: Proceeds from issuance of certificates of deposits and savings accounts 2,458,029,865 894,940,758 Payments for maturing certificates of deposits and withdrawals of savings accounts (1,839,737,366) (759,407,677) Interest credited to deposits (66,734,505) (38,803,082) Proceeds from federal funds purchased and securities sold under repurchase agreements 12,632,698,893 10,342,345,938 Payment/maturities of federal funds purchased and securities sold under repurchase agreements (12,814,379,466) (10,128,442,465) FHLB-NY advances paid (2,600,000) (2,000,000) Payments of term and notes payable (38,518,750) (14,250,000) Proceeds from term notes and notes payable issued 54,255 Decrease in other borrowings (36,561,782) (125,061,139) Net decrease in demand deposit accounts 3,711,113 8,789,688 Decrease in debt securities issuance cost 823,284 (1,050,930) Repurchase of common stock (3,656,420) Dividends (10,518,154) (6,658,365) Exercise of stock options 176,313 196,501 Issuance of preferred stock 86,819,350 Treasury stock acquired (22,304,851) ------------ -------------- Net cash provided by financing activities 350,903,946 166,997,062 ------------ -------------- Net increase (decrease) in cash and cash equivalents 4,044,583 (1,817,464) Cash and cash equivalents at beginning of period 39,416,097 37,666,068 ------------ -------------- Cash and cash equivalents at end of period $ 43,460,680 $ 35,848,604 ============= ============= Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $124,915,094 $111,866,359 Income taxes 5,618,337 600,000 The accompanying notes are an integral part of these statements. FIRST BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Unrealized gain(loss) Additional on securities Preferred Common paid-in Capital Legal Retained available stock stock capital reserve surplus earnings for sale December 31, 1996 $ $ 15,116,651$ 38,599,962 $10,000,000 $49,106,995 $77,711,586 $ 607,119 Net income 47,527,552 Change in valuation of securities available for sale 11,424,325 Addition to legal surplus 4,347,474 (4,347,474) Addition to capital reserve 10,000,000 (10,000,000) Repurchase of common stock (247,825) (495,650) (6,156,347) Stock option exercised 33,000 349,249 Cash dividends (7,197,417) ------------ ---------- --------- ------------- ----------- ---------- ---------- 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 (8,870,832) 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 (Unaudited) Net income for the period ended September 30, 1999 45,742,874 Change in valuation of securities available for sale (62,270,261) Issuance of preferred stock 90,000,000 (3,180,650) Addition to legal surplus 73,338,045 (73,338,045) Treasury stock (943,900) (471,950) (20,889,002) Stock options exercised 13,000 163,313 Cash dividends: Common stock (7,846,278) Preferred stock __________ __________ __________ __________ __________ (2,671,875) _________ ------------- September 30, 1999 $90,000,000 $28,568,652 $20,086,649 $30,000,000 $126,792,514 $ 66,085,854 $(53,520,330) =========== =========== =========== =========== ============ ============ ============= 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) was organized on October 1st, 1998 under the laws of the Commonwealth of Puerto Rico to serve as the bank holding company for FirstBank Puerto Rico (FirstBank or the Bank). As a result of this reorganization each of the Bank's outstanding shares of common stock was converted into one share of common stock of the new bank holding company. First BanCorp is subject to the Federal Bank Holding Company Act and to the regulations, supervision, and examination of the Federal Reserve Board. FirstBank, 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 42 full service banking branches in Puerto Rico and two in the U.S. Virgin Islands. It also has loan origination offices in Puerto Rico focusing on consumer loans. 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 by 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 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, 1998 contained in the annual report of the Corporation. In the opinion of Management, the accompanying unaudited consolidated statements of 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 September 30, 1999, and the results of operations and the cash flows for the three and nine months ended on September 30, 1999 and 1998. The results of operations for the three and nine months ended on September 30, 1999 are not necessarily indicative of the results to be expected for the entire year. 3 - STOCKHOLDERS' EQUITY Authorized common stock shares at September 30, 1999 and December 31, 1998 were 250,000,000, with a par value of $1.00. The Corporation has 28,568,652 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 nine months ended on September 30, 1999 and 1998 are as follows: Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 (In thousands, except per share data) Net income $16,208 $13,065 $45,743 $38,126 Less: Preferred stock dividend (1,603) ______ (2,672) ______ -------- -------- Net income - attributable to common stockholders $14,605 $13,065 $43,071 $38,126 ======= ======= ======= ======= Earnings per common share - basic: Weighted average common shares outstanding 28,971 29,597 29,123 29,608 -------- ------- ------- ------- Earnings per common share - basic $ 0.50 $ 0.44 $ 1.48 $ 1.29 ========= ======== ======== ======== Earnings per common share - diluted: Weighted average common shares and share equivalents: Average common shares outstanding 28,971 29,597 29,123 29,608 Common stock equivalents - Options 243 295 265 267 --------- ---------- -------- --------- Total 29,214 29,892 29,388 29,875 -------- -------- ------- ------- Earnings per common share - diluted $ 0.50 $ 0.44 $ 1.47 $ 1.28 ======== ========= ======= ======= 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 nine months periods ended on September 30, 1999, the Corporation granted 15,000 and 20,500 options, respectively, to buy shares of the Corporation's common stock. Each option granted during the three and nine months ended on September 30, 1999 has an exercise price of $22.56 and $23.55, respectively, equal to the quoted market price of the stock at the grant date, therefore no compensation cost was recognized on the options granted. During the nine months period ended on September 30, 1998, the Corporation granted 117,000 options to buy shares of the Corporation's common stock. Each option granted in 1998 has a weighted exercise price of $23.36, 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 third quarter of 1998. 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 Nine months ended September 30, September 30, (In thousands except per share data) 1999 1998 1999 1998 --------- -------- --------- ------- Net income - attributable to common stockholders $14,482 $13,065 $42,887 $37,205 Earnings per common share - basic $0.50 $0.44 $1.47 $1.26 Earnings per common share - diluted $0.50 $0.44 $1.46 $1.25 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 third quarter of 1999 was estimated using the following assumptions: dividend growth of 22.4%; expected life of 10 years; expected volatility of 31.8% and risk-free interest rate of 5.8%. The estimated fair value of the options granted was $8.17 per option. The fair value of each option granted during the nine month periods ended on September 30, 1999 and 1998 was estimated using the following assumptions: weighted dividend growth of 22.3% (1999) and 21.2% (1998); expected life of 10 years; weighted expected volatility of 33.0% (1999) and 28.6% (1998) and weighted risk-free interest rate of 5.6% (1999) and 5.4% (1998). The weighted estimated fair value of the options granted was $8.98 (1999) and $7.87 (1998) per option. 5- DEBT SECURITIES HELD FOR TRADING At September 30, 1999 and December 31, 1998, there were no securities held for trading purposes or options on such securities. The net gain from the sale of trading securities amounted to $75,000 during the nine months ended on September 30, 1999, and $2,364,063 and $2,614,063 during the three and nine months ended September 30, 1998, respectively. These earnings were included as trading income. No net revenue from the sale of trading securities was recorded during the third quarter of 1999. 6 - DEBT SECURITIES The amortized cost, gross unrealized gains and losses, approximate market value, taxable equivalent weighted average yield and maturities of debt securities were as follows: Debt securities available for sale Debt securities available for sale (Dollars in thousands) September 30, 1999 December 31, 1998 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 $39,565 $(3,102) $36,463 4.90 After 10 years 67,446 (6,325) 61,122 5.89 Obligations of other U.S. Government Agencies: Within 1 year 193,134 $78 193,213 5.57 $240,040 $ 51 $240,091 5.00 After 10 years 26,986 (3,636) 23,350 8.42 25,619 $(159) 25,460 8.32 Puerto Rico Government Obligations: After 10 years 5,328 ___ (252) 5,076 6.98 2,964 96 ____ 3,060 7.18 ----------- ----------- ----------- ----------- ------ ----------- Total $332,459 $78 $(13,315) $319,224 5.81 $268,623 $147 $(159) $268,611 5.35 ======== === ======== ======== ======== ==== ===== ======== Mortgage backed securities- Federal Home Loan Mortgage Corporation (FHLMC) certificates: Within 1 year $ 976 $ (2) $ 974 5.78 $ 4,564 $ 19 $ 4,583 7.84 After 1 to 5 years 1,114 (10) 1,104 8.22 1,001 9 1,010 8.14 After 5 to 10 years 9,936 (170) 9,767 7.04 10,169 149 10,318 7.68 After 10 years 24,340 $106 _____ 24,445 9.42 32,363 802 33,166 9.07 ----------- ---- -------- ----------- ------ -------- ---------- 36,366 106 (182) 36,290 8.64 48,097 979 49,077 8.64 ----------- ----- ------ -------- ----------- ------ ------- ---------- Government National Mortgage Association (GNMA) certificates: After 5 to 10 years 3,759 8 3,767 6.47 After 10 years 1,043,669 1,266 (60,301) 984,634 7.07 1,411,369 9,936 $(357) 1,420,947 6.91 --------- ----- -------- ------- --------- ----- ----- --------- 1,047,428 1,274 (60,301) 988,401 7.07 1,411,369 9,936 (357) 1,420,947 6.91 --------- ------ -------- ------- --------- ----- ------ --------- Federal National Mortgage Association (FNMA) certificates: Within 1 year 1,040 (4) 1,036 4.96 157 1 158 8.23 After 1 to 5 years 732 3 736 8.89 2,691 30 2,721 8.40 After 5 to 10 years 211 (3) 208 8.16 274 11 285 10.28 After 10 years 11,796 392 (48) 12,139 10.39 14,299 605 (10) 14,894 10.35 ----------- ------ ----- -------- -------- ----- ----- ---------- 13,779 395 (55) 14,119 9.86 17,421 646 (10) 18,058 10.02 ----------- ------ ----- -------- -------- ----- ----- ---------- Mortgage pass through certificates: After 10 years 2,478 676 ______ 3,154 9.43 2,764 767 _____ 3,530 9.33 ------------- ------ ----------- --------- -------- ----------- Real Estate Mortgage Interest Conduit: Within 1 year 359 8 368 17.53 After 1 to 5 years ________ _____ _______ _________ 865 62 927 11.63 ------------- -------------------------- Total $1,100,410 $2,459 $(60,538) $1,042,332 7.17 $1,480,516 $12,390 $(367) $1,492,539 7.02 ========== ====== ======== ========== ========== ======= ===== ========== Other Investment: Within 1 year $ 367 $ (3) $ 364 After 1 to 5 years 4,870 $ 21 (156) 4,736 10.04 After 5 to 10 years 11,771 88 ____ 11,859 8.75 $1,964 $(344) $1,620 15.76 -------- ------ -------- ------ ----- ------ $17,008 $109 $(159) $16,959 8.93 $1,964 $(344) $1,620 15.76 ======= ==== ===== ======= ====== ===== ====== Debt securities available for sale (Dollars in thousands) September 30, 1999 December 31, 1998 Weighted Weighted Amortized Unrealized Market Average Amortized Unrealized Market average cost gains (losses) value yield% cost gains( losses) value yield% Obligations of other U.S. Government Agencies: Within 1 year $ 500 $ (2) $ 498 3.37 After 5 to 10 years $10,000 $ (47) $ 9,953 8.40 After 10 years 82,224 (7,891) 74,333 9.21 23,051 $569 23,620 10.20 Puerto Rico Government Obligations: After 10 years 3,536 (78) 2,750 7.52 3,371 204 3,575 7.41 --------- ------- --------- --------- ------------- -------- Total $95,760 $(8,016) $87,036 9.06 $26,922 $ 773 $ (2) $27,693 9.73 ======= ======= ======= ======= ===== ==== ======= Mortgage backed securities: Government National Mortgage Association (GNMA) certificates After 10 years $206,615 $ (3,692)$202,923 8.25 ======== ======== ======== Maturities for mortgage backed securities are based upon contractual terms assuming no repayments. The weighted average yield on debt securities held for sale is based on amortized cost, therefore it does not give effect to changes in fair value. 7 - INVESTMENT IN FHLB STOCK At September 30, 1999 and December 31, 1998, there were investments in FHLB stock with book value and estimated market value of $17,826,500 and $10,270,600, respectively. The estimated market value of such investments are their redemption values. 8- IMPAIRED LOANS At September 30, 1999, the Corporation had $5.7 million ($14.3 million at December 31, 1998) in commercial and real estate loans over $1,000,000 considered impaired with an allowance of $1.1 million ($3.8 million at December 31, 1998). 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 September 30, 1999 and December 31, 1998. The average recorded investment in impaired loans amounted to $10.0 million for the nine months ended on September 30, 1999 (1998 - $13.0 million). Interest income in the amount of approximately $267,000 and $675,000 was recognized on impaired loans for the period ended on September 30, 1999 and 1998, respectively. 9 - LOANS RECEIVABLE The following is a detail of the loan portfolio: September 30, December 31, 1999 1998 ------------------ -------------- Real estate loans: Secured by first mortgages: Residential $ 263,837,438 $ 237,560,711 Insured by government agencies: Federal Housing Administration and Veterans Administration 6,510,574 8,185,232 Puerto Rico Housing Bank and Finance Agency 34,239,293 38,515,744 Secured by second mortgages 5,743,045 4,956,196 -------------- --------------- 310,330,350 289,217,883 Deferred loan and commitment fees - net (6,098,468) ( 6,848,311) --------------- --------------- Real estate loans 304,231,882 282,369,572 ------------- ------------- Construction, land acquisition and land improvements 245,223,949 161,498,219 Undisbursed portion of loans in process (125,891,633) (98,535,025) ------------- -------------- Construction loans 119,332,316 62,963,194 ------------- -------------- Commercial loans: Commercial loans 586,573,243 368,548,532 Commercial mortgage 378,989,771 332,219,186 -------------- -------------- Commercial loans 965,563,014 700,767,718 -------------- -------------- Finance leases 77,976,885 52,214,183 --------------- -------------- Consumer and other loans: Personal 439,048,800 463,052,946 Personal lines of credit 9,153,557 9,535,354 Auto 524,732,745 512,116,471 Boat 34,443,593 32,208,879 Credit card 165,662,616 125,955,592 Home equity reserve loans 2,666,246 3,385,220 Unearned interest (150,081,510) (145,284,440) -------------- --------------- 1,025,626,043 1,000,970,022 Agency for International Development 114,513 128,066 ----------------- ------------------ Consumer and other loans 1,025,740,556 1,001,098,088 -------------- -------------- Loans receivable 2,492,844,653 2,099,412,756 Loans held for sale 32,532,750 20,641,628 ---------------- ----------------- Total loans 2,525,377,403 2,120,054,384 Allowance for loan losses (72,135,828) (67,854,066) ---------------- ----------------- Total loans-net $2,453,241,575 $2,052,200,318 ============== ============== 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 September 30, 1999: Interest income $47,155 $27,795 $19,525 $94,475 Net (charge) credit for transfer of funds 2,185 9,682 (11,868) Interest expense (16,094) (31,591) (47,685) Net interest income 33,246 5,886 7,657 46,790 Provision for loan losses (10,323) (694) (11,017) Segment income 22,923 5,886 6,963 35,773 Average earning assets $1,511,691 $1,720,446 $883,674 $4,115,811 For the period ended September 30, 1999: Interest income $133,850 $79,267 $55,756 $268,873 Net (charge) credit for transfer of funds 3,176 28,017 (31,194) Interest expense (43,584) (87,562) (131,146) Net interest income 93,442 19,722 24,562 137,727 Provision for loan losses (35,560) (2,207) (37,767) Segment income 57,882 19,722 22,355 99,960 Average earning assets $1,427,073 $1,682,673 $780,189 $3,889,935 Treasury and Commercial Retail Investments Corporate Total For the quarter ended September 30, 1998: Interest income $43,415 $22,884 $13,332 $79,631 Net (charge) credit for transfer of funds 2,416 4,761 (7,177) Interest expense (15,347) (24,687) (40,034) Net interest income 30,484 2,958 6,155 39,597 Provision for loan losses (20,952) (468) (21,420) Segment income 9,532 2,958 5,687 18,177 Average earning assets $1,373,719 $1,442,970 $529,503 $3,346,192 For the period ended September 30, 1998: Interest income $132,398 $63,729 $38,302 $234,429 Net (charge) credit for transfer of funds 4,308 16,815 (21,123) Interest expense (45,024) (68,335) (113,359) Net interest income 91,682 12,209 17,179 121,070 Provision for loan losses (55,804) (1,283) (57,087) Segment income 35,878 12,209 15,896 63,983 Average earning assets $1,371,767 $1,328,127 $537,489 $3,237,383 The following table presents a reconciliation of the reportable segment financial information to the consolidated totals (in thousands): Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 Interest income: Total interest income for segments $94,475 $79,631 $268,873 $234,429 Interest income credited to expense accounts 216 547 Total consolidated interest income $94,475 $79,847 $268,873 $234,976 Net income: Total income for segments $35,773 $18,177 $99,960 $63,983 Other income 8,521 18,920 24,215 44,520 Operating expenses (25,884) (23,164) (73,782) (66,800) Income taxes (2,202) (868) (4,652) (3,578) Total consolidated net income $16,209 $13,065 $45,741 $38,125 Average assets: Total average earning assets for segments $4,115,811 $3,346,192 $3,889,935 $3,237,383 Average non earning assets 190,322 174,056 181,718 144,564 Total consolidated average assets $4,306,133 $3,520,248 $4,071,653 $3,381,947 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. SELECTED FINANCIAL DATA Three Months Ended Nine Months Ended September 30, September 30, 1999 1998 1999 1998 Condensed income statements (in thousands): Interest income $94,475 $79,847 $268,874 $234,976 Interest expense 47,686 40,035 131,146 113,362 -------- ------- -------- -------- Net interest income 46,789 39,812 137,727 121,614 Provision for loan losses 11,017 21,420 37,766 57,087 -------- ------- --------- ---------- Net interest income after provision for loan losses 35,773 18,392 99,961 64,527 Other income 8,481 9,217 22,866 23,134 Gain on sale of investments 40 9,703 1,349 21,386 Other operating expenses 25,884 23,380 73,782 67,344 -------- ------- -------- ------- Net income before income tax expense 18,410 13,932 50,395 41,704 Income tax expense 2,202 868 4,652 3,578 --------- --------- --------- --------- Net income $16,208 $13,065 $45,743 $38,126 ======= ======= ======= ======= Per common share results: Net income per common share - basic $0.50 $0.44 $1.48 $1.29 Net income per common share - diluted $0.50 $0.44 $1.47 $1.28 Cash dividends declared $0.09 $0.075 $0.27 $0.225 Selected financial ratios (in percent): Average yield on earning assets (1) 9.13 9.60 9.36 9.94 Cost of interest bearing liabilities 4.94 5.16 4.91 5.12 Interest rate spread (1) 4.19 4.44 4.45 4.82 Net interest margin (1) 4.70 4.97 4.98 5.33 Net income to average total assets 1.51 1.48 1.50 1.50 Net income to average equity 21.02 20.15 20.95 20.42 Net income to average common equity 26.74 20.15 23.89 20.42 Average equity to average total assets 7.16 7.37 7.15 7.36 Dividend payout ratio 17.80 16.99 18.22 17.46 Efficiency ratio (2) 46.83 47.69 45.94 46.52 September 30, December 31, 1999 1998 ---- ---- Regulatory Capital Ratios (in percent): Total Capital to risk weighted assets 17.75 17.39 Tier 1 Capital to risk weighted assets 12.96 11.55 Tier 1 Capital to average assets 7.92 6.59 Balance sheet data (in thousands): Loans and loans held for sale (net of unearned interest) $2,525,377 $2,120,054 Allowance for possible loan losses 72,136 67,854 Investments 1,718,355 1,800,489 Total assets 4,373,783 4,017,352 Deposits 2,330,314 1,775,045 Borrowings 1,671,476 1,930,488 Total capital 308,013 270,368 Number of full service branches 44 40 Loan origination offices 38 45 (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 or losses on sales of securities. For the quarter ended on September 30, 1999, the Corporation recorded earnings of $16,208,146 or $0.50 per common share (basic and diluted), a per share increase of 14% as compared to earnings of $13,064,618 or $0.44 per common share (basic and diluted) for the third quarter of 1998. Earnings for the nine months ended on September 30, 1999 amounted to $45,742,874 or $1.48 per common share (basic) and $1.47 per common share (diluted), as compared to earnings of $38,126,023 or $1.29 per common share (basic) and $1.28 per common share (diluted) for the same period of 1998. On a per share basis-diluted, earnings for the nine months ended on September 30, 1999 increased by 15% as compared to earnings for the nine months ended on September 30, 1998. Net Interest Income Net interest income for the three and nine months ended on September 30, 1999 increased by $7.0 million and $16.1 million, respectively, as compared with the same periods in 1998; or by $7.6 million and $17.7 million, respectively, on a taxable equivalent basis. The interest rate spread and net interest margin, on a taxable equivalent basis, amounted to 4.19% and 4.70%, respectively, for the third quarter of 1999 as compared to 4.44% and 4.97%, respectively, for the third quarter of 1998. The interest rate spread and net interest margin, on a taxable equivalent basis, amounted to 4.45% and 4.98%, respectively, for the nine months ended on September 30, 1999 as compared to 4.82% and 5.33%, respectively, for the nine months ended on September 30, 1998. 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 September 30, Interest income (1) / Average volume Average rate (1) expense 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- (Dollars in Thousands) Earning assets: Deposits at banks and other short-term investments $ 14,277 $ 75,304 $ 138 $ 945 3.83% 4.98% Government obligations 454,848 302,908 7,012 4,651 6.12% 6.09% Mortgage backed securities 1,300,171 1,038,405 23,285 19,502 7.11% 7.45% FHLB stock 17,827 10,271 315 185 7.01% 7.15% Other investment 9,667 1,961 231 80 9.46% 16.27% ------------- ------------- --------- ----------- Total investments 1,796,789 1,428,849 30,980 25,363 6.84% 7.04% ---------- ---------- -------- --------- Residential real estate loans 330,821 309,793 8,061 7,365 9.67% 9.43% Construction loans 113,753 14,525 2,406 413 8.39% 11.28% Commercial loans 938,913 607,143 20,142 14,258 8.51% 9.32% Finance leases 72,855 43,509 2,292 1,355 12.48% 12.36% Consumer loans 1,015,549 1,024,621 34,351 34,238 13.42% 13.26% ---------- ---------- ------- ------- Total loans (2) 2,471,890 1,999,591 67,252 57,629 10.79% 11.43% ----------- ----------- -------- ------- Total earning assets $4,268,680 $3,428,440 $98,232 $82,992 9.13% 9.60% ========== ========== ======= ======= Interest-bearing liabilities: Deposits 2,120,869 1,492,105 $24,846 $17,782 4.65% 4.73% Other borrowed funds 1,710,421 1,584,214 22,839 22,214 5.30% 5.56% FHLB advances 43 2,588 _______ 38 0.00% 5.83% ----------------- -------------- ---------- Total interest-bearing liabilities $3,831,333 $3,078,907 $47,685 $40,034 4.94% 5.16% =========== ========== ======= ======= Net interest income $50,547 $42,958 ======= ======= Interest rate spread 4.19% 4.44% Net interest margin 4.70% 4.97% Nine months ended September 30, Average volume Average rate (1) Interest income (1) / expense 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- (Dollars in Thousands) Earning assets: Deposits at banks and other short-term investments $ 10,068 $ 29,497 $ 346 $ 1,104 4.59% 5.00% Government obligations 396,644 351,496 17,595 16,563 5.93% 6.30% Mortgage backed securities 1,292,108 922,826 69,560 52,975 7.20% 7.68% FHLB stock 15,612 10,246 798 562 6.83% 7.33% Other investment 4,552 876 381 106 11.19% 16.24% ------------- -------------- ---------- ----------- Total investments 1,718,985 1,314,941 88,680 71,311 6.90% 7.25% ---------- ---------- -------- --------- Residential real estate loans 317,813 294,942 23,867 23,094 10.04% 10.47% Construction loans 84,424 12,031 5,437 944 8.61% 10.49% Commercial loans 805,969 588,524 53,956 41,630 8.95% 9.46% Finance leases 64,341 40,895 6,215 4,424 12.91% 14.46% Consumer loans 1,009,201 1,039,854 101,928 103,222 13.50% 13.27% ---------- ----------- -------- -------- Total loan (2) 2,281,747 1,976,246 191,403 173,314 11.22% 11.73% ----------- ----------- -------- --------- Total earning assets $4,000,732 $3,291,187 $ 280,083 $244,625 9.36% 9.94% ========== ========== ========= ======== Interest-bearing liabilities: Deposits $1,842,494 $1,473,852 $ 63,693 $ 52,049 4.62% 4.72% Other borrowed funds 1,729,546 1,480,072 67,417 61,134 5.21% 5.52% FHLB advances 1,000 4,134 36 179 4.81% 5.79% -------------- -------------- ------------- ----------- Total interest-bearing liabilities $3,573,041 $2,958,058 $131,146 $113,362 4.91% 5.12% ========== ========== ======== ======== Net interest income $148,937 $131,263 ======== ======== Interest rate spread 4.45% 4.82% Net interest margin 4.98% 5.33% (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 September 30, Nine months ended on September 30, 1999 compared to 1998 1999 compared to 1998 -------------------------------------------- ------------------------------- 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 $ (628) $ (179) $ (807) $ (674) $ (84) $ (758) Government obligations 2,342 17 2,359 2,070 (1,039) 1,031 Mortgage backed securities 4,778 (1,000) 3,778 20,573 (3,993) 16,580 FHLB stock 134 (4) 130 285 (49) 236 Other investment 181 (92) 89 270 (91) 179 ------- ------- ------- -------- -------- --------- Total investments 6,807 (1,258) 5,549 22,524 (5,256) 17,268 ------ ------ ----- ------ ------ ------- Consumer loans (302) 415 113 (3,076) 1,782 (1,294) Real estate loans 509 187 696 1,758 (985) 773 Construction loans 2,448 (455) 1,993 5,180 (687) 4,493 Commercial loans 7,418 (1,534) 5,884 14,994 (2,668) 12,326 Finance leases 923 14 937 2,405 (614) 1,791 -------- -------- ------ ------- ------- ------- Total loans 10,996 (1,373) 9,623 21,261 (3,172) 18,089 ------ ------- ----- ------ ------ ------ Total interest income 17,803 (2,631) 15,172 43,785 (8,428) 35,357 ------- ------ ------ ------ ------ ------ Interest expense on interest bearing liabilities: Deposits 7,379 (315) 7,064 12,881 (1,237) 11,644 Other borrowed funds 1,716 (1,091) 625 10,034 (3,751) 6,283 FHLB advances (19) (19) (38) (117) (26) (143) -------- -------- ------- -------- -------- ------- Total interest expense 9,076 (1,425) 7,651 22,798 (5,014) 17,784 ------- ------- ------- -------- ------- ------- Change in net interest income $8,727 $(1,206) $7,521 $20,987 $(3,414) $17,573 ====== ======= ====== ======= ======= ======= Total interest income includes tax equivalent adjustments based on the Puerto Rico income tax rate of $3.8 million and $11.2 million for the three and nine months ended on September 30, 1999, and of $3.1 million and $9.6 million for the three and nine months ended on September 30, 1998. 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 $14.6 million and $33.9 million for the three and nine months ended on September 30, 1999 as compared to the same periods for 1998. When adjusted to a taxable equivalent basis, interest income increased by $15.2 million and $35.5 million for the three and nine months ended on September 30, 1999 as compared to the same periods in 1998. The yield on earning assets, on a taxable equivalent basis, amounted to 9.13% and 9.60% for the three months ended on September 30, 1999 and 1998, respectively, and 9.36% and 9.94% for the nine months ended on September 30, 1999 and 1998, respectively. The improvement in the 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 $840.2 million and $709.5 million for the three and nine months ended on September 30, 1999, respectively, as compared to the same periods in 1998. Most of the increase in earning assets was recorded on the investment portfolio. The average volume of total investments increased by $367.9 million and $404.0 million for the three and nine months period ended on September 30, 1999 as compared with the same periods in 1998. This increase was concentrated in mortgage backed securities. Interest income was also positively affected by an increase in the volume of loans. The average volume of loans increased by $472.3 million and $305.5 million for the three and nine months ended on September 30, 1999 as compared with the same periods in 1998, due to an increase in real estate and commercial loans. Residential real estate, construction loans, commercial loans and finance leases increased by $22.9 million, $72.4 million, $217.4 million and $23.4 million, respectively, for the nine months ended on September 30, 1999 as compared to the same period in 1998, partially offset by a decrease of $30.7 million in consumer loans. The increase in construction and commercial loans was the result of the Corporation's strategy of diversifying its asset base, which was concentrated in consumer loans. The decrease in consumer loans was due to the tightening of the underwriting standards effective in 1997 as a way of improving the credit quality of the portfolio. Interest Expense Interest expense increased by $7.7 million and $17.8 million for the three and nine months ended on September 30, 1999 as compared with the amounts recorded in the same periods of 1998. The increase was the result of a higher volume of interest bearing liabilities used to fund the increase on interest earning assets. The increase in interest expense due to volume amounted to $9.1 million and $22.8 million for the three and nine months ended on September 30, 1999 as compared to the same periods ended on September 30, 1998. The cost of interest bearing liabilities decreased from 5.16% and 5.12% for the three and nine months period ended on September 30, 1998 to 4.94% and 4.91% for the three and nine months period ended on September 30, 1999. Provision for Loan Losses For the three and nine months ended on September 30, 1999, the Corporation provided $11.0 million and $37.8 million, respectively, for possible loan losses as compared to $21.4 million and $57.1 million, respectively, for the same periods of 1998. The provision for loan losses recorded during 1999 reflects a lower provision need due to an improvement in the credit quality of the loan portfolio. The Corporation maintains an allowance for possible 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 possible loan losses during the periods indicated: Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 ---- ---- ---- ---- (Dollars in thousands) Allowance for loan losses, beginning of period $70,762 $59,578 $67,854 $57,712 Provision for loan losses 11,017 21,420 37,766 57,087 ------- --------- ------- --------- Loans charged-off: Real estate (1) (29) (41) (164) Commercial (1,181) (1,168) (2,315) Consumer (12,876) (13,884) (38,627) (49,576) Other assets (155) (317) (569) (798) --------- --------- --------- -------- Total charge-offs (13,032) (15,411) (40,405) (52,854) ------- ------- ------- -------- Recoveries of loans previously charged-off: Real estate 1 Commercial 210 252 336 605 Consumer 2,346 1,229 5,529 4,082 Other assets 46 33 267 137 Other adjustment 787 787 332 --------- -------- ---------- --------- Total recoveries 3,389 1,514 6,134 5,156 -------- --------- ---------- -------- Net charge-offs ( 9,643) (13,897) (33,485) (47,698) ------- ------- ------- ------- Allowance for loan losses, end of period $72,136 $67,101 $72,136 $67,101 ======= ======= ======= ======= Allowance for loan losses to total loans and loans held for sale2.86% 3.28% 2.86% 3.28% Net charge-offs annualized to average loans outstanding during the period (1) 1.56% 2.77% 1.96% 3.13% (1) The ratio for the nine months ended on September 30, 1998 excludes the annualization of $5.1 million special one-time write off of personal unsecured loans in bankruptcy status as a result of the change in policy during the first quarter of 1998. Other Income Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 Service charges on deposit accounts $2,310,283 $2,028,851 $6,271,661 $5,944,199 Other fees on loans 3,524,951 2,903,122 9,441,374 8,344,659 Fees on loans serviced for others 193,839 380,270 682,146 1,315,338 Mortgage banking activities (5,796) 5,753 Rental income 665,816 569,326 1,902,523 1,568,542 Other operating income 1,791,694 971,557 4,488,297 3,347,469 ----------- ------------ ------------ ------------- Subtotal 8,480,787 6,853,126 22,791,754 20,520,206 Gain on sale of investments 40,297 9,703,028 1,348,583 21,386,097 Trading income ________ 2,364,063 75,000 2,614,063 ------------- --------------- ------------- Total $8,521,084 $18,920,217 $24,215,337 $44,520,367 ========== =========== =========== =========== Other income primarily consists of service charges on deposit accounts, fees on loans, servicing income, commissions derived from various banking activities, the results of trading activities and gains on sale of investments. Other income before gains on the sale of investments and trading activities increased by $1.6 million and $2.3 million for the three and nine months ended on September 30, 1999 as compared to the same periods in 1998. 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. The increase in this source of income to $3.5 million and $9.4 million for the three and nine months ended on September 30, 1999 from $2.9 million and $8.3 million during the same periods in 1998 was due to fees generated on the increased portfolio of commercial loans. Fees on loans serviced for others primarily reflect the servicing fees for the auto loan securitizations closed in 1995. It also includes servicing fees on residential mortgage loans originated by the Corporation and subsequently securitized. Due to the repayment of the auto loan portfolio securitized in 1995, the related servicing income decreased during the periods ended on September 30, 1999 as compared to the same periods in 1998. 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 $40,297 and $1.3 million during the three and nine months ended September 30, 1999 and $9.7 million and $21.4 million during the three and nine months ended September 30, 1998 from gains on sale of investments securities. These sales of investments were realized as the market opportunities arose and in response 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 Nine months ended September 30, September 30, 1999 1998 1999 1998 ------------- --------- ------------ ----------- Employees' compensation and benefits $12,069,042 $11,220,248 $34,637,628 $31,959,419 Occupancy and equipment 5,216,582 4,593,668 14,660,489 12,653,728 Taxes and insurance 1,632,098 1,621,421 4,895,071 5,037,303 Net cost (gain) of operations and disposition of other real estate owned 14,715 41,455 (285,661) 57,171 Amortization of debt issuance costs 159,701 173,791 471,557 536,843 Professional fees 550,781 269,247 1,607,727 1,033,560 Servicing and processing fees 1,206,360 1,223,073 3,291,018 3,265,854 Communications 1,228,700 1,117,986 3,434,792 3,217,935 Supplies and printing 295,772 310,144 994,467 871,322 Other 3,509,777 2,809,396 10,074,695 8,710,917 ------------- ------------- ------------ ------------ Total $25,883,529 $23,380,429 $73,781,783 $67,344,052 =========== =========== =========== =========== Operating expenses increased to $25.9 million and $73.8 million for the three and nine months ended September 30, 1999 as compared to $23.4 million and $67.3 million for the same periods in 1998. Management's goal has been to make only expenditures that contribute clearly and directly to increasing 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 recurring income. The Corporation's efficiency ratio has been maintained in approximately 46% (45.9% and 46.5% for the nine months period ended on September 30, 1999 and 1998, respectively). Provision for Income Tax The provision for income tax amounted to $4.7 million (or 9.23% of pretax earnings) for the nine months ended on September 30, 1999 as compared to $3.6 million (or 8.58% of pretax earnings) for the same period in 1998. 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 as of September 30, 1999 amounted to $4,373.8 million, an increase of $356.4 million as compared to total assets as of December 31, 1998 of $4,017.4 million. The increase was mainly the result of an increase of $401.0 million in total loans (net of the allowance). The composition of loans receivable and loans available for sale after deducting the allowance for loan losses follows: September 30, December 31, Increase 1999 1998 (Decrease) -------------- -------------------- -------- (In thousands) Residential real estate loans $336,765 $ 303,011 $33,754 Construction and land loans 119,332 62,963 56,369 Commercial loans 965,563 700,768 264,795 Finance leases 77,977 52,214 25,763 Consumer and other loans 1,025,741 1,001,098 24,643 ---------- ---------- ---------- Total 2,525,377 2,120,054 405,323 Allowance for loan losses (72,136) (67,854) (4,282) ------------ ------------ ---------- Total net $2,453,242 $2,052,200 $401,042 ========== ========== ======== The fluctuation in the loans receivable category was the net result of total loan origination of $965.9 million and repayments and other adjustments of $560.6 million. The consumer loans portfolio increased slightly due to the tightening of the Corporation's underwriting policies in placed since 1997. The increase in commercial and construction loans responded to the strategy of emphasizing this line of business and to the acquisition of $90 million in commercial and construction loans from the operations of Royal Bank in Puerto Rico. Non-performing Assets Total non-performing assets are the sum of non-accruing loans, past due loans, OREO's and other repossessed properties. Past due loans are loans delinquent 90 days or more as to principal and/or interest, and still accruing interest. 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 September 30, 1999, total non-performing assets amounted to $71.8 million (1.64% of total assets) as compared to $78.0 million (1.94% of total assets) at December 31, 1998 and $74.3 million (2.23% of total assets) at December 31, 1997. The Corporation's reserve to non-performing loans ratio was 105.6% at September 30, 1999 as compared to 94.2% and 89.5% at December 31, 1998 and 1997, respectively. The following table presents non-performing assets at the dates indicated: September 30, December 31, 1999 1998 1997 ----------- ---------- -------- (Dollars in thousands) Past due loans $ 14,233 $ 15,110 $ 11,544 -------- -------- -------- Non-accruing loans: Residential real estate 9,029 9,151 6,963 Construction 1,065 Commercial 16,566 19,355 16,869 Finance leases 2,455 1,716 4,561 Consumer 24,973 26,736 24,547 --------- -------- -------- 54,088 56,958 52,939 --------- -------- -------- Non-performing loans 68,321 72,068 64,483 --------- --------- -------- Other real estate owned (OREO) 485 3,642 1,132 Other repossessed auto 2,458 1,929 7,354 Other repossessed boat 553 348 1,348 ---------- ---------- --------- Total non-performing assets $71,817 $77,987 $74,317 ======= ======= ======= Non-performing assets to total assets 1.64% 1.94% 2.23% Non-performing loans to total loans 2.71% 3.40% 3.29% Allowance for loan losses $72,136 $67,854 $57,712 Allowance to total non-performing loans 105.58% 94.15% 89.50% 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. 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 $9.0 million (2.68% of total residential real estate loans) at September 30, 1999, as compared to $9.2 million (3.02% of total residential real estate loans) and $7.0 million (2.45% of total residential real estate loans) at December 31, 1998 and 1997, respectively. Construction Loans - Construction loans are classified as non-accruing when they are delinquent 90 days or more. Non-accruing construction loans amounted to $1.1 million (.89% of total construction loans) at September 30, 1999. Commercial Loans - The Corporation places all commercial loans 90 days delinquent as to principal and interest in non-accruing status. The risk exposure of this portfolio is diversified and a portion of the portfolio is collateralized by liens on real property. Non-accruing commercial loans amounted to $16.6 million (1.72% of total commercial loans) at September 30, 1999 as compared to $19.4 million (2.76% of total commercial loans) and $16.9 million (3.06% of total commercial loans) at December 31, 1998 and 1997, 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 $2.5 million (3.15% of total finance leases) at September 30, 1999, as compared to $1.7 million (3.29% of total finance leases) and $4.6 million (10.73% of total finance leases) at December 31, 1998 and 1997, respectively. The decrease in the ratio and amount of non accruing loans was the result of the improvement on the credit quality of the portfolio. 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 $25.0 million (2.43% of the total consumer loan portfolio) at September 30, 1999, $26.7 million (or 2.67% of the total consumer loan portfolio) at December 31, 1998 and $24.5 million (or 2.29% of the total consumer loan portfolio) at December 31, 1997. 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. Therefore, the Corporation does not expect to incur significant losses on the disposition of OREO's at September 30, 1999. Repossessed Property The 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 were recorded at the principal balance of the loans less an estimated loss on the disposition of the units. Sources of Funds As of September 30, 1999, total liabilities amounted to $4,065.8 million, an increase of $318.8 million as compared to $3,747.0 million as of December 31, 1998. The increase in total liabilities was mainly due to: (1) an increase in total deposits of $555.3 million; (2) an increase in accounts payable and other liabilities of $22.5 million; (3) a decrease in advances from FHLB - NY of $2.6 million; (4) a decrease in federal funds and securities sold under agreements to repurchase of $181.3 million; (5) a decrease in other short term borrowings of $36.6 million; (6) a decrease in term notes of $32.6 million; and (7) a decrease of $5.9 million in subordinated notes. The Corporation maintains unsecured standby lines of credit with other banks. At September 30, 1999, the Corporation's total unused lines of credit with these banks amounted to approximately $113,500,000 (1998 - $69,500,000). At September 30, 1999, the Corporation has an available line of credit with the FHLB guaranteed with excess collateral, in the amount of $30,820,062 (1998 - $20,808,133); and a commercial paper availability collateralized with personal loans owned by the Corporation in the amount of $103,903,623 (1998 - $95,254,992). Capital Total stockholders' equity as of September 30, 1999 amounted to $308.0 million, increasing by $37.6 million from the amount as of December 31, 1998. The increase was mainly the result of the net income generated for the period ended on September 30, 1999 of $45.7 million, the issuance of 3,600,000 shares of preferred stock at $86.8 million, the issuance of 13,000 shares of common stock through exercise of stock options at a cost of $176,313, net of a decrease in the valuation on securities available for sale of $62.3 million, dividends paid of $10.5 million, and the repurchase of 943,900 shares of common stock at a total cost of $22.3 million. 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 September 30, 1999 and December 31, 1998, the Corporation exceeded the requirements for an adequately capitalized institution. At September 30, 1999 and December 31, 1998, 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 September 30, 1999 (Dollars in thousands) Total Capital (to Risk-Weighted Assets): First BanCorp $471,369 17.75% $212,446 8% $265,558 10% FirstBank 399,603 15.16% 210,829 8% 263,536 10% Tier I Capital (to Risk-Weighted Assets): First BanCorp 344,236 12.96% 106,223 4% 159,335 6% FirstBank 272,719 10.35% 105,414 4% 158,122 6% Tier I Capital (to Average Assets): First BanCorp 344,236 7.92% 173,817 4% 217,271 5% FirstBank 272,719 6.31% 172,994 4% 216,242 5% Regulatory requirements For capital Actual adequacy purposes To be well capitalized Amount Ratio Amount Ratio Amount Ratio At December 31, 1998 (Dollars in thousands) Total Capital (to Risk-Weighted Assets): First BanCorp $377,939 17.39% $173,835 8% $217,294 10% FirstBank 372,015 17.12% 173,817 8% 217,271 10% Tier I Capital (to Risk-Weighted Assets): First BanCorp $250,910 11.55% $86,917 4% $130,376 6% FirstBank 244,989 11.28% 86,909 4% 130,363 6% Tier I Capital (to Average Assets): First BanCorp $250,910 6.59% $152,272 4% $190,340 5% FirstBank 244,989 6.44% 152,272 4% 190,340 5% Dividends During the period ended September 30, 1999, the Corporation declared three quarterly cash dividends of $0.09 per common share representing a 20% increase over the three quarterly cash dividends of $0.075 per common share declared for the same periods in 1998. Dividends per share were adjusted to retroactively consider the common stock split declared on April 30, 1998. Total dividends declared per common share for the period ended on September 30, 1999 amounted to $7.8 million for an annualized dividend payout ratio of 18.22% as compared to $6.7 million for the period ended September 30, 1998 (or a 17.46% dividend payout ratio). Dividends declared on preferred stock amounted to $2,671,875 for the period ended on September 30, 1999. Year 2000 The year 2000 issue concerns the inability of information systems to properly recognize and process date-sensitive information beyond January 1, 2000. The Corporation recognizes the need to ensure that its operations will not be adversely impacted by Year 2000 problem and has established a plan to address Year 2000 risks. The Corporation continues its program of improving its information systems through the systematic wholesale replacement of certain hardware and software. Since October 1996, it has been the practice to install new systems that are already year 2000 enabled. Therefore, there are no additional costs associated with changes or modifications to accommodate the year 2000 issue on these new systems. All the related costs associated with the replacement of these systems are recorded as assets and amortized. Any year 2000 expenditure is expensed as incurred. Based on the Corporation's final action plan addressing the Year 2000 issue, Management estimates that the expenses required to modify existing computer systems enabling them for the year 2000 will be approximately $2.0 million for 1998 and 1999. Accordingly, the amounts to be expensed will not have a significant impact on the Corporation's financial position or results of operations. For the period ended on September 30, 1999, a total of $980,000 in expenses was related to the year 2000. For 1998, a total of $650,000 in expenses was related to the year 2000 effort. The year 2000 action plan uses clearly articulated program criteria that is being implemented by a Project Team. The plan guides the planning and execution of all activities related to: (1) information and computerized systems, including related hardware and software; (2) non information systems (i.e., environmental, communication and security equipment); (3) credit customers; and (4) service providers who participate in the project testing. The Corporation completed the assessment phase on these project risk areas. As of September 1999, the renovation of the Corporation's mission critical applications such as business applications, data center hardware and operating systems software, and end-user and desktop computing was 100% complete. Unit test and validation of the mission critical applications is also 100% complete. Unit and the second cycle of integration tests of the Corporation's mission critical applications and their implementation were completed on September 30, 1999. The Corporation completed the Organization Planning Guidelines, the Business Impact Analysis and the Year 2000 Business Resumption Contingency Plan for all the mission critical functions of the Corporation. The testing and validation of the plan was also completed. 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 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, lines of credit with the FHLB and other financial institutions, and other borrowings. The Investment Committee reviews credit availability on a regular basis. In the past, 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, and has also obtained short term borrowings using its personal loan portfolio as collateral. 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 Not applicable. 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 Bank has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: First BanCorp Name of the Corporation Date: November 12, 1999 By: /s/ Angel Alvarez-Perez, Esq. ------------------------------ Angel Alvarez-Perez, Esq. Chairman, President and Chief Executive Officer Date: November 12, 1999 By: /s/ Annie Astor de Carbonell ----------------------------- Annie Astor de Carbonell Senior Executive Vice President and Chief Financial Officer