1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1997 Commission file number 0 - 13818 ------------- ----------- POPULAR, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Puerto Rico 66-041-6582 - ------------------------ ------------------- (State of incorporation) (I.R.S. Employer Identification No.) Popular Center Building 209 Munoz Rivera Avenue, Hato Rey San Juan, Puerto Rico 00918 ---------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (787) 765-9800 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock $6.00 Par value 67,766,166 ---------------------------- ----------------------------------------- (Title of Class) (Shares Outstanding as of August 13, 1997)
2 2 POPULAR, INC. INDEX Part I - Financial Information Page Item 1. Financial Statements ---- Unaudited consolidated statements of condition June 30, 1997, December 31, 1996 and June 30, 1996 3 Unaudited consolidated statements of income - Quarter ended June 30, 1997 and 1996 4 Unaudited consolidated statements of cash flows - Quarter ended June 30, 1997 and 1996 5 Notes to unaudited consolidated financial statements 6-13 Item 2. Management's discussion and analysis of financial condition and results of operation 14-27 Part II - Other Information Item 1. Legal proceedings - None N/A Item 2. Changes in securities - None N/A Item 3. Defaults upon senior securities - None N/A Item 4. Submission of matters to a vote of security holders 28 Item 5. Other information - None N/A Item 6. Exhibits and reports on Form 8-K 28 -- Signature 29
3 3 POPULAR, INC. CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED) <TABLE> <CAPTION> JUNE 30, December 31, JUNE 30, (In thousands) 1997 1996 1996 - ------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> ASSETS Cash and due from banks $ 609,160 $ 492,368 $ 524,344 - ------------------------------------------------------------------------------------------------------------------------- Money market investments: Federal funds sold and securities and mortgages purchased under agreements to resell 847,171 778,597 898,041 Time deposits with other banks 20,020 19,023 3,236 Banker's acceptances 2,376 2,656 1,555 - ------------------------------------------------------------------------------------------------------------------------- 869,567 800,276 902,832 - ------------------------------------------------------------------------------------------------------------------------- Investment securities available-for-sale, at market value 4,905,562 3,415,934 3,127,423 Investment securities held-to-maturity, at cost 745,826 1,197,066 1,694,764 Trading account securities, at market value 340,749 292,150 329,258 Loans held-for-sale 314,916 255,129 153,278 Loans 10,969,960 9,854,911 9,456,881 Less - Unearned income 375,511 331,012 330,827 Allowance for loan losses 206,719 185,574 178,330 - ------------------------------------------------------------------------------------------------------------------------- 10,387,730 9,338,325 8,947,724 - ------------------------------------------------------------------------------------------------------------------------- Premises and equipment 388,970 356,697 340,358 Other real estate 10,285 6,076 3,611 Customers' liabilities on acceptances 2,542 3,100 1,650 Accrued income receivable 109,346 95,487 118,774 Other assets 229,909 380,247 164,035 Intangible assets 231,282 131,248 134,088 - ------------------------------------------------------------------------------------------------------------------------- $ 19,145,844 $16,764,103 $16,442,137 ========================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Non-interest bearing $ 2,496,684 $ 2,330,704 $ 2,140,105 Interest bearing 8,908,832 8,432,571 8,436,843 - ------------------------------------------------------------------------------------------------------------------------- 11,405,516 10,763,275 10,576,948 Federal funds purchased and securities sold under agreements to repurchase 2,623,292 1,875,465 2,747,186 Other short-term borrowings 1,630,976 1,404,006 802,364 Notes payable 1,412,407 986,713 692,435 Senior debentures 30,000 30,000 Acceptances outstanding 2,542 3,100 1,650 Other liabilities 371,981 314,012 279,416 - ------------------------------------------------------------------------------------------------------------------------- 17,446,714 15,376,571 15,129,999 - ------------------------------------------------------------------------------------------------------------------------- Subordinated notes 125,000 125,000 125,000 - ------------------------------------------------------------------------------------------------------------------------- Preferred beneficial interests in Popular North America's junior subordinate deferrable interest debentures guaranteed by the Corporation 150,000 - ------------------------------------------------------------------------------------------------------------------------- Stockholders' equity : Preferred stock 100,000 100,000 100,000 Common stock 411,697 396,531 396,007 Surplus 579,878 496,582 479,059 Retained earnings 340,267 267,719 217,725 Treasury stock-at cost (14,017) Unrealized gains (losses) on securities available-for-sale, net of deferred taxes 6,305 1,700 (5,653) ------------------------------------------------------------------------------------------------------------------------ 1,424,130 1,262,532 1,187,138 ------------------------------------------------------------------------------------------------------------------------ $ 19,145,844 $16,764,103 $16,442,137 ========================================================================================================================= </TABLE> The accompanying notes are an integral part of these unaudited consolidated financial statements
4 4 POPULAR, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> Quarter ended For the six months ended June 30, June 30, (Dollars in thousands, except per share amounts) 1997 1996 1997 1996 - ----------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> INTEREST INCOME: Loans $260,804 $ 226,027 $ 507,157 $ 443,274 Money market investments 8,515 10,882 17,382 19,555 Investment securities 84,646 68,442 159,757 140,387 Trading account securities 5,040 4,624 8,974 9,686 - ----------------------------------------------------------------------------------------------------------- 359,005 309,975 693,270 612,902 - ----------------------------------------------------------------------------------------------------------- INTEREST EXPENSE: Deposits 87,092 86,693 173,287 169,689 Short-term borrowings 56,409 41,625 103,771 84,555 Long-term debt 24,898 13,449 44,962 27,990 - ----------------------------------------------------------------------------------------------------------- 168,399 141,767 322,020 282,234 - ----------------------------------------------------------------------------------------------------------- Net interest income 190,606 168,208 371,250 330,668 Provision for loan losses 25,413 21,672 49,100 42,945 - ----------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 165,193 146,536 322,150 287,723 Service charges on deposit accounts 22,214 21,389 44,033 42,465 Other service fees 24,785 19,408 46,954 36,788 Gain (loss) on sale of securities 1,286 (20) (374) 709 Trading account profit (loss) 817 (1,383) 1,250 (445) Other operating income 7,125 9,921 18,619 21,790 - ----------------------------------------------------------------------------------------------------------- 221,420 195,851 432,632 389,030 - ----------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Personnel costs: Salaries 50,344 46,112 98,689 90,864 Profit sharing 6,788 5,685 13,228 11,755 Pension and other benefits 17,307 15,654 34,007 32,635 - ----------------------------------------------------------------------------------------------------------- 74,439 67,451 145,924 135,254 Net occupancy expense 8,743 8,596 17,745 17,914 Equipment expenses 13,279 11,806 25,619 23,580 Other taxes 7,311 5,466 13,756 11,429 Professional fees 14,421 10,993 26,835 20,909 Communications 7,750 6,497 15,331 12,813 Business promotion 7,980 6,027 13,937 11,419 Printing and supplies 3,127 3,020 6,771 5,943 Other operating expenses 10,155 7,458 18,974 14,198 Amortization of intangibles 4,841 4,530 9,279 9,084 - ----------------------------------------------------------------------------------------------------------- 152,046 131,844 294,171 262,543 - ----------------------------------------------------------------------------------------------------------- Income before taxes 69,374 64,007 138,461 126,487 Income tax 18,283 17,952 37,831 35,290 - ----------------------------------------------------------------------------------------------------------- NET INCOME $ 51,091 $ 46,055 $ 100,630 $ 91,197 =========================================================================================================== NET INCOME APPLICABLE TO COMMON STOCK $ 49,003 $ 43,967 $ 96,455 $ 87,022 =========================================================================================================== EARNINGS PER COMMON SHARE $ 0.74 $ 0.67 $ 1.46 $ 1.32 =========================================================================================================== </TABLE> The accompanying notes are an integral part of these unaudited consolidated financial statements.
5 5 POPULAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> For the six months ended June 30, (In thousands) 1997 1996 <S> <C> <C> - -------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $100,630 $91,197 - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization of premises and equipment 25,839 24,132 Provision for loan losses 49,100 42,945 Amortization of intangibles 9,279 9,084 Loss (gain) on sale of investment securities available-for-sale 374 (709) Loss (gain) on disposition of premises and equipment 103 (7) Gain on sale of loans (6,127) (5,325) Amortization of premiums and accretion of discounts on investments 745 4,647 Increase in loans held-for-sale (59,787) (40,472) Amortization of deferred loan fees and costs (1,824) 3,303 Net (increase) decrease in trading securities (48,580) 1,418 Net increase in interest receivable (6,872) (5,235) Net decrease (increase) in other assets 190,723 (15,803) Net increase in interest payable 4,953 3,390 Net decrease in current and deferred taxes (37,494) (22,196) Net increase in postretirement benefit obligation 4,014 4,493 Net increase in other liabilities 51,137 13,227 - -------------------------------------------------------------------------------------------------------------------------------- Total adjustments 175,583 16,892 - -------------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 276,213 108,089 - -------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in money market investments (46,595) (104,113) Purchases of investment securities held-to-maturity (21,944,787) (5,620,734) Maturities of investment securities held-to-maturity 22,453,433 5,566,537 Purchases of investment securities available-for-sale (3,839,435) (3,263,947) Maturities of investment securities available-for-sale 878,497 1,580,601 Sales of investment securities available-for-sale 1,975,195 1,743,400 Net disbursements on loans (644,137) (638,924) Proceeds from sale of loans 190,030 163,623 Acquisition of loan portfolios (14,390) (113,475) Assets acquired, net of cash (140,602) Acquisition of premises and equipment (55,034) (39,805) Proceeds from sale of premises and equipment 11,696 526 - -------------------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (1,176,129) (726,311) - -------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net (decrease) increase in deposits (371,676) 700,286 Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 690,570 (253,693) Net increase in other short-term borrowings 226,970 347,656 Proceeds from issuance of notes payable 328,233 394,662 Payments of notes payable (432,655) Payment of senior debentures (30,000) Payment of subordinated notes (50,000) Proceeds from issuance of Series A Capital Securities 150,000 Dividends paid (27,973) (23,952) Proceeds from issuance of common stock 2,162 2,089 Liability for cash portion of merger 62,439 Treasury stock acquired (14,017) - -------------------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 1,016,708 684,393 - -------------------------------------------------------------------------------------------------------------------------------- Net increase in cash and due from banks 116,792 66,171 Cash and due from banks at beginning of period 492,368 458,173 - -------------------------------------------------------------------------------------------------------------------------------- Cash and due from banks at end of period $ 609,160 $ 524,344 ================================================================================================================================ </TABLE> The accompanying notes are an integral part of these unaudited consolidated financial statements
6 6 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share information) NOTE 1- CONSOLIDATION The consolidated financial statements of Popular, Inc. include the balance sheet of the Corporation and its wholly-owned subsidiaries, Popular Securities, Inc.; Popular International Bank, Inc. and its wholly-owned subsidiaries National Bancorp, Inc., ATH Costa Rica, and Popular North America, Inc. including Banco Popular, FSB, Pioneer Bancorp, Inc., CombanCorp., Banco Popular, N.A. (Florida), CBC Bancorp, Ltd. (second tier subsidiaries), and Equity One, Inc.; Banco Popular de Puerto Rico and its wholly-owned subsidiaries, Popular Leasing and Rental, Inc., Popular Finance, Inc. and Popular Home Mortgage, Inc.; and Metropolitana de Prestamos, Inc., as of June 30, 1997, December 31, 1996, and June 30, 1996, and their related statements of income and cash flows for the six-months ended June 30, 1997 and 1996.These statements are, in the opinion of management, a fair statement of the results of the periods presented. These results are unaudited, but include all necessary adjustments, of a normal recurring nature, for a fair presentation of such results. Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 1997 presentation. NOTE 2- ACCOUNTING CHANGES Effective March 31, 1997, the Corporation adopted Statement of Financial Accounting Standards (SFAS) 129, "Disclosure of Information about Capital Structure." This statement establishes standards for disclosing information about an entity's capital structure. However, it contains no change in disclosure requirements for entities that were previously subject to the requirements of Opinions 10 and 15 and SFAS 47. Effective March 31, 1997, the Corporation adopted SFAS 128, "Earnings per Share." This statement establishes standards for computing and presenting earnings per share (EPS) and applies to entities with publicly held common stock or potential common stock. It simplifies the standards for computing earnings per share previously found in APB Opinion 15, "Earnings per Share," and makes them comparable to international EPS standards. SFAS 128 replaces the presentation of primary earnings per share with a presentation of basic EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Effective January 1, 1997, the Corporation adopted SFAS 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," which supersedes SFAS 122 "Accounting for Mortgage Servicing Rights." This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities. Those standards are based on a consistent application of a financial component approach that focuses on the legal and physical control over the component. Under this approach, following a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, and derecognizes financial assets for which control has been surrendered and financial liabilities that have been extinguished. However, the FASB issued SFAS 127, "Deferral of the Effective Date of
7 7 Certain Provisions of FASB Statement 125", that delays until January 1, 1998, the effective date of those provisions of the statement that deal with securities lending, repurchase agreements and similar transactions. The adoption of this pronouncement did not have a financial impact on the consolidated financial statements of the Corporation for the six-month period ended June 30, 1997. In addition, this statement requires that mortgage banking enterprises recognize as separate assets the rights to service mortgage loans for others, whether those servicing rights are originated or purchased. Also, it requires mortgage banking enterprises to assess capitalized mortgage servicing rights for impairment based on the fair value of those rights. The total cost of mortgage loans to be sold with servicing rights retained is allocated to the mortgage servicing rights and the loans (without the mortgage servicing rights) based on their relative fair values. These mortgage servicing rights are amortized in proportion to and over the periods of estimated net servicing income. To estimate the fair value of mortgage servicing rights the Corporation considers prices for similar assets and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. For purposes of evaluating and measuring impairment of capitalized mortgage servicing rights, the Corporation stratifies such rights based on predominant risk characteristics of underlying loans, such as loan type, rate and term. The amount of impairment recognized if any, is the amount by which the capitalized mortgage servicing rights per stratum exceeds its estimated fair value. Impairment is recognized through a valuation allowance. As of June 30, 1997, the carrying value, estimated fair value and valuation allowance of capitalized mortgage servicing rights were $26,321, $35,379 and $16, respectively (1996- $24,112, $29,574 and $64). Effective January 1, 1996, the Corporation adopted SFAS 123 "Accounting for Stock-Based Compensation." This statement establishes a fair value-based method of accounting for stock-based employee compensation plans. It encourages entities to adopt this method in lieu of the provisions of APB Opinion 25, "Accounting for Stock Issued to Employees," for all arrangements under which employees receive shares of stock or other equity instruments of the employer or the employer incurs liabilities to employees in amounts based on the price of its stock. Banco Popular de Puerto Rico provides a stock-based compensation plan for its senior management. It is a three-year incentive plan under which shares of stock of the Corporation are granted if long-term corporate performance and objectives are met. For the quarter and six-month period ended June 30, 1997, the Corporation recognized an expense of $351 and $574, respectively, related to this plan (1996 - $111 and $214). Effective January 1, 1996, the Corporation adopted Statement of Financial Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of." This statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity as well as assets held for disposition be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the quarter and six-month period ended June 30, 1997, the Corporation recognized an impairment of $3,561 in the market value of a building which is held for sale. For the quarter and six-month period ended June 30, 1996, no impairment recognition was necessary under this pronouncement.
8 8 NOTE 3 - INVESTMENT SECURITIES The average maturities as of June 30, 1997, and market value for the following investment securities are: Investment securities available-for-sale: <TABLE> <CAPTION> June 30, 1997 1996 Amortized Marketed Amortized Market Cost Value Cost Value ------------------------------------------------- <S> <C> <C> <C> <C> U.S. Treasury (average maturity of 1 year and 7 months) $3,007,496 $3,013,782 $2,461,354 $2,457,654 Obligations of other U.S. Government agencies and corporations (average maturity of 9 years and 10 months) 1,099,072 1,103,135 146,977 146,064 Obligations of Puerto Rico, States and political subdivisions (average maturity of 7 years and 10 months) 45,680 45,915 24,924 24,814 Collateralized mortgage obligations (average maturity of 2 years and 1 month) 626,490 625,798 188,470 187,742 Mortgage-backed securities (average maturity of 4 years) 80,473 79,143 266,433 261,648 Equity securities (without contractual maturity) 20,183 20,444 27,257 31,531 Others (average maturity of 8 years and 6 months) 17,321 17,345 18,050 17,970 -------------------------------------------------- $4,896,715 $4,905,562 $3,133,465 $3,127,423 ================================================== </TABLE> Investment securities held-to-maturity: <TABLE> <CAPTION> June 30, 1997 1996 Amortized Market Market Amortized Cost Value Cost Value ------------------------------------------------- <S> <C> <C> <C> <C> U.S. Treasury (average maturity of 4 months) $350,397 $ 350,430 $ 923,106 $ 923,664 Obligations of other U.S. Government agencies and corporations (average maturity of 3 months) 89,731 89,399 210,600 209,506 Obligations of Puerto Rico, States and political subdivisions (average maturity of 6 years and 5 months) 61,746 62,958 220,456 222,090 Collateralized mortgage obligations (average maturity of 1 year and 7 months) 102,970 102,701 223,416 221,881 Mortgage-backed securities (average maturity of 4 years and 1 month) 51,294 51,641 57,048 56,150 Equity securities (without contractual maturity) 70,660 65,611 47,674 47,674 Others (average maturity of 6 years and 9 months) 19,028 18,997 12,464 12,484 ------------------------------------------------ $745,826 $ 741,737 $1,694,764 $1,693,449 ================================================ </TABLE>
9 9 NOTE 4- PLEDGED ASSETS Securities and insured mortgage loans of the Corporation of $3,930,814 (1996 - $2,677,352) are pledged to secure public and trust deposits and securities and mortgages sold under repurchase agreements. NOTE 5- COMMITMENTS In the normal course of business there are letters of credit outstanding and stand-by letters of credit which at June 30, 1997, amounted to $25,416 and $114,372. There are also outstanding other commitments and contingent liabilities, such as guarantees and commitments to extend credit, which are not reflected in the accompanying financial statements. No losses are anticipated as a result of these transactions. NOTE 6- SUBORDINATED NOTES Subordinated notes of $125,000 as of June 30, 1997 and 1996 consisted of notes issued by the Corporation on December 12, 1995, maturing on December 15, 2005, with interest payable semi-annually at 6.75%. NOTE 7- STOCKHOLDERS' EQUITY Authorized common stock is 180,000,000 shares with a par value of $6 per share of which 68,236,048 were issued and outstanding at June 30, 1997. On May 8, 1997, the Board of Directors authorized the repurchase of up to three million shares of the outstanding common stock of the Corporation for the sole purpose of replenishing shares issued by Popular, Inc. in connection with acquisitions. As of June 30, 1997, 380,000 common shares were purchased at a cost of $14,017. Authorized preferred stock is 10,000,000 shares without par value of which 4,000,000, non-cumulative with a dividend rate of 8.35% and a liquidation preference value of $25 per share, were issued and outstanding at June 30, 1997. NOTE 8- EARNINGS PER COMMON SHARE Earnings per common share (EPS) are calculated based on net income applicable to common stockholders which amounted to $49,004 for the second quarter of 1997 (1996 - $43,967), and $96,455 for the six months ended June 30, 1997 (1996 - $87,022), after deducting the dividends on preferred stock. EPS are based on 66,350,298 average shares outstanding for the second quarter of 1997 (1996 - 66,001,180) and 66,235,718 average shares outstanding for the first six months of 1997 (1996 - 65,975,526). NOTE 9- SUPPLEMENTAL DISCLOSURE ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS During the six-month period ended June 30, 1997 the Corporation paid interest and income taxes amounting to $288,126 and $56,247, respectively (1996 - $276,030 and $56,790). In addition, the loans receivable transferred to other real estate and other property for the six-month period ended June 30, 1997, amounted to $3,683 and $2,323, respectively (1996 - $1,150 and $2,436). The Corporation's stockholders' equity at June 30, 1997 includes $6,305, in unrealized holding gains on securities available-for-sale, net of deferred taxes, as compared with $5,653 in unrealized losses as of June 30, 1996.
10 10 NOTE 10- POPULAR INTERNATIONAL BANK, INC. (A WHOLLY-OWNED SUBSIDIARY OF POPULAR, INC.) FINANCIAL INFORMATION: The following summarized financial information presents the unaudited consolidated financial position of Popular International Bank, Inc. (PIB) and its wholly-owned subsidiaries, National Bancorp, Inc., ATH Cost Rica, and Popular North America, Inc., including Banco Popular, FSB, Pioneer Bancorp, Inc., CombanCorp., Banco Popular, N.A. (Florida), CBC Bancorp, LTD, (second-tier subsidiaries) and Equity One, Inc. as of May 31, 1997 and 1996, and the results of their operations for the six-month periods then ended. Popular, Inc. has not presented separate financial statements and any other disclosures concerning Popular International Bank, Inc., other than the following summarized financial information, because management has determined that such information is not material to holders of debt securities issued by PIB which is guaranteed by the Corporation. POPULAR INTERNATIONAL BANK, INC. CONSOLIDATED STATEMENTS OF CONDITION (In thousands) <TABLE> <CAPTION> May 31, 1997 1996 <S> <C> <C> Assets: Cash $ 76,421 $ 17,960 Money market investments 125,575 40,453 Investment securities 289,738 200,372 Loans 2,054,913 1,328,947 Less: Unearned income 50,998 45,148 Allowance for loan losses 29,330 18,793 ---------- ---------- 1,974,585 1,265,006 Other assets 151,371 68,798 ---------- ---------- Total assets $2,617,690 $1,592,589 ========== ========== Liabilities and Stockholder's Equity: Deposits $1,115,418 $ 576,487 Short-term borrowings 308,267 308,615 Notes payable 713,695 519,771 Other liabilities 49,059 42,007 Preferred beneficial interests in Popular North America's junior subordinated deferrable interest debentures guaranteed by the Corporation 150,000 -0- Stockholder's equity 281,251 145,709 ---------- ---------- Total liabilities and stockholder's equity $2,617,690 $1,592,589 ========== ========== </TABLE>
11 11 POPULAR INTERNATIONAL BANK, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands) <TABLE> <CAPTION> Quarter ended For the six months ended May 31, May 31, -------------- ------------------------ 1997 1996 1997 1996 ---- ---- ---- ---- <S> <C> <C> <C> <C> Income: Interest and fees $52,017 $36,926 $ 97,894 $72,267 Other income 4,697 6,343 7,491 10,537 ------- ------- -------- ------- Total income 56,714 43,269 105,385 82,804 ------- ------- -------- ------- Expenses: Interest expense 27,311 19,708 51,161 39,527 Provision for loan losses 4,422 4,202 8,107 7,012 Operating expenses 19,200 10,726 32,935 20,978 ------- ------- -------- ------- Total expenses 50,933 34,636 92,203 67,517 ------- ------- -------- ------- Income before income tax 5,781 8,633 13,182 15,287 Income tax 2,383 3,337 5,677 6,007 ------- ------- -------- ------- Net income $ 3,398 $ 5,296 $ 7,505 $ 9,280 ======= ======= ======== ======= </TABLE>
12 12 NOTE 11- POPULAR NORTH AMERICA, INC. (A SECOND-TIER SUBSIDIARY OF POPULAR, INC.) FINANCIAL INFORMATION: The following summarized financial information presents the unaudited consolidated financial position of Popular North America, Inc. (PNA) and its wholly-owned subsidiaries Banco Popular, FSB, Pioneer Bancorp Inc., CombanCorp, Banco Popular, N.A. (Florida), CBC Bancorp, Ltd., and Equity One, Inc. (second tier subsidiary) as of May 31, 1997 and 1996, and the results of their operations for the six-month periods then ended. Popular, Inc. has not presented separate financial statements and any other disclosures concerning Popular North America, Inc., other than the following summarized financial information, because management has determined that such information is not material to holders of debt securities issued by PNA which is guaranteed by the Corporation. POPULAR NORTH AMERICA, INC. CONSOLIDATED STATEMENTS OF CONDITION (In thousands) <TABLE> <CAPTION> May 31, 1997 1996 <S> <C> <C> Assets: Cash $ 55,975 $ 17,950 Money market investments 119,170 39,477 Investment securities 212,310 200,372 Loans 1,991,417 1,328,947 Less: Unearned income 50,944 45,148 Allowance for loan losses 28,426 18,793 ---------- ---------- 1,912,047 1,265,006 Other assets 122,939 68,536 ---------- ---------- Total assets $2,422,441 $1,591,341 ========== ========== Liabilities and Stockholder's Equity: Deposits $ 972,548 $ 576,487 Short-term borrowings 297,018 308,615 Notes payable 713,695 519,771 Other liabilities 47,389 41,992 Preferred beneficial interests in Popular North America's junior subordinated deferrable interest debentures guaranteed by the Corporation 150,000 -0- Stockholder's equity 241,791 144,476 ---------- ---------- Total liabilities and stockholder's equity $2,422,441 $1,591,341 ========== ========== </TABLE>
13 13 POPULAR NORTH AMERICA, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands) <TABLE> <CAPTION> Quarter ended For the six-months ended May 31, May 31, -------------- ------------------------ 1997 1996 1997 1996 ---- ---- ---- ---- <S> <C> <C> <C> <C> Income: Interest and fees $50,395 $36,910 $ 95,523 $72,234 Other income 4,533 6,343 7,329 10,537 ------- ------- -------- ------- Total income 54,928 43,253 102,852 82,771 ------- ------- -------- ------- Expenses: Interest expense 26,994 19,708 50,844 39,527 Provision for loan losses 4,417 4,202 8,102 7,012 Operating expenses 18,477 10,748 32,103 21,024 ------- ------- -------- ------- Total expenses 49,888 34,658 91,049 67,563 ------- ------- -------- ------- Income before income tax 5,040 8,595 11,803 15,208 Income tax 2,298 3,337 5,592 6,007 ------- ------- -------- ------- Net income $ 2,742 $ 5,258 $ 6,211 $ 9,201 ======= ======= ======== ======= </TABLE>
14 14 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This financial review contains the analysis of the consolidated financial position and financial performance of Popular, Inc. and its subsidiaries (the Corporation). The Corporation is a regional diversified bank holding company engaged in the following businesses through its subsidiaries. - Commercial Banking/Savings and Loans - This business has experienced the largest growth within the last twelve months with five acquisitions made over that period. The Corporation acquired Banco Popular, N.A. (California) on September 30, 1996, Banco Popular, N.A. (Florida) on April 30, 1997, National Bancorp and CBC Bancorp, Ltd. on May 31, 1997, and on June 30, 1997 the former Roig Commercial Bank (RCB) was merged with and into Banco Popular de Puerto Rico (BPPR). Previously established banking operations included BPPR, the Corporation's largest subsidiary founded in 1893, Banco Popular, Illinois, and Banco Popular, FSB. - Lease Financing - Popular Leasing and Rental, Inc. (Popular Leasing) and Popular Leasing, USA - Mortgage Banking/Consumer Finance - Popular Home Mortgage, Inc. (Popular Home Mortgage), Equity One, Inc. (Equity One) and Popular Finance, Inc. (Popular Finance) - Broker / Dealer - Popular Securities, Inc. (Popular Securities) - ATM Processing Services - ATH Costa Rica This financial review should be read together with the unaudited consolidated financial statements, supplemental financial data and tables included in this report. NET INCOME The Corporation's net income for the second quarter of 1997 reached $51.1 million, compared with $46.1 million reported for the same period in 1996, and $49.5 million reported during the first quarter of 1997. Earnings per common share (EPS) for the quarter were $0.74, based on 66,350,298 average shares outstanding, compared with EPS of $0.67 for the second quarter of 1996, based on 66,001,180 average shares outstanding and EPS of $0.72 for the first quarter of 1997, based on 66,121,855 average shares outstanding. Return on assets (ROA) and return on common equity (ROE) for the quarter ended June 30, 1997, were 1.16% and 16.03%, respectively, compared with 1.16% and 16.56% reported during the same period in 1996 and 1.19% and 16.32% for the first quarter of 1997. Of the $5.0 million increase in net income, $22.3 million were attributed to net interest income, followed by an increase in non-interest revenues of $3.4 million, and by higher gains on sale of securities and trading transactions of $3.5 million. These positive variances were partially offset by rises of $20.2 million in operating expenses, $3.7 million in the provision for loan losses and $0.3 million in the income tax provision. For the six-month period ended June 30,1997, the Corporation reported net earnings of $100.6 million, an increase of $9.4 million when compared with the $91.2 million reported for the same period in 1996. EPS for both periods were $1.46 and $1.32, respectively, based on 66,235,718 average shares outstanding for the first six months of 1997 and 65,975,526 for the same period in 1996. ROA and ROE for the six-month period ended June 30,1997, were 1.17% and 16.17%, respectively, compared with 1.16% and 16.48% reported in 1996.
15 15 TABLE A COMPONENTS OF NET INCOME AS A PERCENTAGE OF AVERAGE TOTAL ASSETS <TABLE> <CAPTION> Second Quarter - ------------------------------------------------------------------ 1997 1996 ---------------------------- <S> <C> <C> Net interest income 4.34% 4.23% Provision for loan losses (0.58) (0.55) Securities and trading gains 0.05 (0.04) Other income 1.23 1.29 ---- ---- 5.04 4.93 Operating expenses (3.46) (3.32) ---- ---- Income before tax 1.58 1.61 Provision for income tax (0.42) (0.45) ---- ---- Net income 1.16% 1.16% ==== ==== </TABLE> NET INTEREST INCOME Net interest income for the second quarter of 1997 reached $190.6 million compared with $168.2 million reported for the same quarter in 1996. On a taxable equivalent basis, net interest income increased to $205.1 million from $180.6 million in the second quarter of 1996 and $193.3 million in the first quarter of 1997. The rise from the second quarter of 1996, resulted from a $22.0 million increase due to a higher volume of earning assets and a $2.5 million increase due to a higher net interest yield, on a taxable equivalent basis. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a taxable equivalent basis assuming the applicable statutory income tax rates. Average earning assets reached $16.7 billion for the quarter ended June 30, 1997, compared with $15.0 billion for the same quarter of 1996. The increase relates primarily to a rise of $1.1 billion in average loans, reaching $10.1 billion for the quarter ended June 30, 1997, as compared with $9.0 billion for the same quarter in 1996. The rise stems from an increase of $546 million in average commercial loans principally at BPPR. Also, an increase of $331 million in average consumer loans was attained, mostly at BPPR and Equity One, while the average mortgage portfolio grew $220 million of which $219 million were at Equity One. The average lease portfolio grew $34 million. The banking operations acquired since the second quarter of 1996, accounted for $188 million of the increase in average loans. The average yield on loans, on a taxable equivalent basis, rose to 10.35% from 10.11% reported during the second quarter of 1996. The rise in the yields of commercial and consumer loans was the main contributor to the increase in the yield on total loans. Commercial loans had a taxable equivalent yield for the quarter of 9.32%, compared with 8.92% reported during the second quarter of 1996. The yield on commercial loans has benefited from two factors; the rise of 25 basis points in the prime rate at the end of the first quarter of 1997 and the elimination of Section 936 of the U.S. Internal Revenue Code during the last quarter of 1996. Some loans that were previously priced using a 936 index rate, have changed its pricing to a higher base in accordance with the prevailing funds market, thus improving the yield on the commercial loan portfolio.
16 16 Consumer loans had an average yield for the quarter of 13.26%, compared with 12.84% for the second quarter of 1996, while the yield on the leasing portfolio increased 19 basis points to 13.22%. The taxable equivalent yield on mortgage loans decreased to 8.42% from 8.62% reported for the second quarter in 1996. Average money market investments decreased to $636 million for the second quarter of 1997, compared with $858 million for the same period of 1996. The decrease in money market investments is directly related to the decrease in size of Popular Securities, as a result of a lower balance of 936 funds. The yield on money market investments increased to 5.37% from 5.10% reported in the second quarter of 1996. Average investment securities reached $5.6 billion in the quarter ended June 30, 1997, compared with $4.8 billion reported for the same quarter in 1996. The increase relates to a higher average volume of U.S. Treasury and agencies securities, collateralized mortgage obligations and mortgage-backed securities at BPPR. These increases were partially offset by a lower average balance of investments required by local regulations to all recipients of 936 funds which have a yield substantially below market rates. The average taxable equivalent yield of the Corporation's investment portfolio increased 36 basis points to 6.94% during the three-month period ended June 30, 1997, from 6.58% during the same period of 1996, as a result of the higher interest rate scenario. The average balance of trading account securities for the second quarter of 1997 was $325 million compared with $341 million reported for the same quarter last year. The taxable equivalent yield on trading account securities increased 48 basis points to 6.66% from 6.18% reported in the second quarter of 1996. The increases in the yields of investments and loans, mentioned above, resulted in a rise in the average yield on earning assets on a taxable equivalent basis, which increased to 8.95% for the second quarter of 1997, from 8.61% reported during the same quarter of 1996. Average interest-bearing liabilities of the Corporation were $13.7 billion for the three-month period ended June 30, 1997, compared with $12.5 billion for the same period of 1996. Average interest-bearing deposits totaled $8.3 billion, a slight decrease from the $8.4 billion reported for the same quarter in 1996. Although most deposit categories showed increases, a decrease of $531 million in average 936 certificates of deposits caused the aforementioned decline. Average certificates of deposit, excluding 936 deposits, rose $168 million, average savings accounts increased $194 million and NOW and money market deposits averaged $102 million more than in 1996. Average demand deposits grew by $213 million from $2.1 billion for the second quarter of 1996, to $2.3 billion for the same quarter this year. The operations acquired since the second quarter of 1996, contributed $244 million to the increase in average deposits. The average cost of interest-bearing deposits for the quarters ended June 30, 1997 and 1996 was 4.19% and 4.15%, respectively. The average cost of savings accounts and NOW and money market deposits for the second quarter of 1997, increased to 3.06% and 3.32%, respectively, from 3.01% and 3.26% for the same quarter last year.
17 17 The increase of four basis points in the average cost of interest-bearing deposits was principally attributed to the rise in the cost of certificates of deposit from 5.22% in the second quarter of 1996 to 5.43% for the same quarter in 1997. Traditionally 936 certificates of deposit had a cost below the U.S. or the Eurodollar market. During the second quarter of 1996 these deposits had an average cost of 4.51% and comprised 12.5% of average interest-bearing deposits, compared with 4.90% and 6.2%, respectively, in the second quarter of 1997. That reduction in the proportion of 936 deposits as well as the increase in its cost were among the factors that caused the increase in the average cost of certificates of deposit. Notwithstanding the repeal of Section 936, some 936 corporations have chosen not to withdraw all their funds from financial institutions and have instead, invested those funds at a longer term to reduce the tollgate taxes applicable upon repatriating these funds. As a result, the cost of these funds have remained below that of the U.S. or Eurodollar market. At June 30, 1997, the Corporation held $1.8 billion in 936 funds, including $162 million in funds acquired from RCB, representing 9.9% of its liabilities, compared with $2.9 billion or 18.8% at the same date in 1996 and $1.8 billion or 11.5% at the end of the first quarter of 1997. Average short-term borrowings increased $617 million reaching $3.9 billion during the second quarter of 1997, compared with $3.3 billion during the same period of 1996. The increase was mainly realized at BPPR with a $1.2 billion increase in its average balance, due to the reduction in 936 deposits and arbitrage opportunities undertaken during the quarter. This increase was partially offset by a decrease in Popular Securities as a result of lower 936 borrowings. The average cost of short-term borrowings for the quarter ended June 30, 1997, increased by 70 basis points, from 5.06% to 5.76% due to both, a change in the mix of short-term borrowings and general market conditions. Average long and medium-term debt increased $722 million from $744 million in the second quarter of 1996 to $1.5 billion for the same quarter of 1997. This increase was mostly directed to finance the growth of the Corporation's operations. Also, in February 1997, the Corporation issued $150 million in Capital Securities which qualified as Tier I capital for regulatory purposes. These securities mature on February 2027.
18 18 TABLE B NET INTEREST INCOME (TAXABLE EQUIVALENT BASIS) <TABLE> <CAPTION> (Dollars in millions) Second Quarter - --------------------------------------------------------------------------------- 1997 Average 1996 Average ---------------------------------------------- Balance Rate Balance Rate ---------------------------------------------- <S> <C> <C> <C> <C> Money market-investment and trading securities $ 6,565 6.77% $ 5,987 6.35% Loans 10,164 10.35 9,033 10.11 ------- ------- Total earning assets $16,729 8.95% $15,020 8.61% ======= ======= Financed by: Interest bearing deposits $ 8,343 4.19% $ 8,410 4.15% Borrowings 5,393 6.05 4,054 5.46 ------- ------- Total interest bearing funds 13,736 4.92% 12,464 4.57% Net-interest bearing funds 2,993 2,556 ------- ------- Total $16,729 4.04% $15,020 3.80% ======= ======= Net interest income per book $ 190.6 $ 168.2 Taxable equivalent adjustments 14.5 12.4 ------- ------- Net interest income on a taxable basis $ 205.1 $ 180.6 ======= ======= Spread 4.03% 4.04% Net interest yield 4.91% 4.81% </TABLE> The increase in borrowings combined with the reduction in 936 funds and the higher interest rate scenario, caused the total cost of interest-bearing liabilities to rise 35 basis points, from 4.57% to 4.92% for the second quarter of 1997. The cost of funding earning assets also increased from 3.80% for the second quarter of 1996 to 4.04% for the same quarter in 1997. The improvement of 34 basis points in the taxable equivalent yield on earning assets, partially offset by the higher cost of funds mentioned above, prompted the net interest margin, on a taxable equivalent basis to rise 10 basis points to 4.91% for the quarter ended June 30, 1997, from 4.81% reported during the second quarter of 1996. During the first quarter of 1997 the Corporation reported a taxable equivalent net interest margin of 4.90%. For the six-month period ended June 30, 1997, the taxable equivalent net interest margin was 4.91%, compared with 4.80% for the same period in 1996. Table B contains a summary of the results of the Corporation's net interest margin, on a taxable equivalent basis, for the second quarter of 1997 and 1996.
19 19 PROVISION AND ALLOWANCE FOR LOAN LOSSES The provision for loan losses was $25.4 million for the quarter ended June 30, 1997, and $49.1 million for the first six months of 1997, reflecting rises of $3.7 million or 17.3% and $6.2 million or 14.3%, respectively, over the same periods in 1996. During the first quarter of 1997, the provision amounted to $23.7 million. Net charge-offs for the quarter ended June 30, 1997, reached $22.9 million or 0.90% of average loans, compared with $18.1 million or 0.80% for the same quarter in 1996, and $17.9 million or 0.73% for the quarter ended on March 31, 1997. The increase in provision for loan losses is attributable to the growth in the loan portfolio, non-performing assets and net charge-offs experienced by the Corporation. Table C below presents information for the quarter ended June 30, 1997 and the previous four quarters. TABLE C - ----------------------------------------------------------------------- Quarter Provision for Net Allowance for Ended Loan Losses Charge Offs Loan Losses - ----------------------------------------------------------------------- (In millions) June 30, 1997 $25.4 $22.9 $207 March 31, 1997 23.7 17.9 191 December 31, 1996 23.5 20.3 186 September 30, 1996 22.4 18.8 182 June 30, 1996 21.7 18.1 178
20 20 TABLE D ALLOWANCE FOR LOAN LOSSES AND SELECTED LOAN LOSSES STATISTICS <TABLE> <CAPTION> Second Quarter First Six Months (Dollars in thousands) 1997 1996 1997 1996 - --------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Balance at beginning of period $191,360 $174,724 $185,574 $168,393 Allowance purchased 12,832 12,832 Provision for loan losses 25,413 21,672 49,100 42,945 -------------------------------------------- 229,605 196,396 247,506 211,338 -------------------------------------------- Losses charged to the allowance Commercial 12,442 9,185 23,642 18,400 Construction 500 300 1,193 Lease financing 5,834 4,869 12,117 8,194 Mortgage 477 459 1,006 1,056 Consumer 15,617 10,668 27,618 20,181 -------------------------------------------- 34,370 25,681 64,683 49,024 -------------------------------------------- Recoveries Commercial 3,549 2,045 7,372 5,904 Construction 80 21 81 22 Lease financing 3,930 1,962 9,059 2,909 Mortgage 70 81 106 193 Consumer 3,855 3,506 7,278 6,988 -------------------------------------------- 11,484 7,615 23,896 16,016 -------------------------------------------- Net loans charged-off 22,886 18,066 40,787 33,008 -------------------------------------------- Balance at end of period $206,719 $178,330 $206,719 $178,330 ============================================ Ratios: Allowance for losses to loans 1.89% 1.92% 1.89% 1.92% Allowance to non-performing assets 97.87 117.01 97.87 117.01 Allowance to non-performing loans 104.58 122.03 104.58 122.03 Non-performing assets to loans 1.94 1.64 1.94 1.64 Non-performing assets to total assets 1.10 0.93 1.10 0.93 Net charge-offs to average loans 0.90 0.80 0.82 0.74 Provision to net charge-offs 1.11X 1.20x 1.20X 1.30x Net charge-offs earnings coverage 4.14 4.74 4.60 5.13 </TABLE>
21 21 Consumer loans net charge-offs totaled $11.8 million or 1.71% of average consumer loans for the quarter ended June 30, 1997, representing a rise of $4.6 million from the second quarter of 1996. For the same quarter last year, consumer loans net charge-offs represented 1.19% of the average portfolio. Most of the rise in net credit losses in the consumer category was experienced at BPPR which recorded $3.8 million over the amount recognized for the same quarter of the previous year. The increase in net charge-offs is mostly related to higher levels of bankruptcies in the U.S. mainland and Puerto Rico. Commercial loans net charge-offs rose $1.8 million, amounting to $8.9 million for the quarter ended June 30, 1997, compared with $7.1 million for the same quarter a year ago. Lease financing and construction loans net charge-offs decreased $1.0 million and $0.6 million, respectively, when compared with the second quarter of 1996. Mortgage loans net charge-offs amounted to $0.4 million for the second quarter of both, 1997 and 1996. Net charge-offs for the six-month period ended June 30, 1997, reached $40.8 million or 0.82% of average loans, compared with $33.0 million or 0.74% for the same period of 1996. Most of the increase in net credit losses was related to the consumer and commercial loan portfolios, that reflected rises of $7.1 million and $3.8 million, respectively, compared with the six-month period ended June 30, 1996. Conversely, lease financing and construction loans net charge-offs decreased $2.2 million and $1.0 million, respectively, when compared to prior year. The decrease in net charge-offs in the lease financing portfolio resulted from a higher level of recoveries, as a result of the more aggressive charge-off policy implemented in 1996 by Popular Leasing. Mortgage loans net charge-offs remained stable compared to prior year, showing $0.9 million for both periods. As shown in Table D, the allowance for loan losses at June 30, 1997, amounted to $207 million, representing 1.89% of loans, compared with $178 million or 1.92% at the same date last year. Management considers that the allowance for loan losses is adequate to absorb potential write-offs of the loan portfolio, based on the process established to assess its adequacy. This process incorporates portfolio risk characteristics, results of periodic credit reviews, prior loss experience, current and anticipated economic conditions and loan impairment measurement. As required by SFAS 114, the Corporation has defined impaired loans as all loans with interest and/or principal past due 90 days or more and other specific loans for which, based on current information and events, it is probable that the debtor will be unable to pay all amounts due according to the contractual terms of the loan agreement. Loan impairment is measured based on the present value of expected cash flows discounted at the loan's effective rate, on the observable market price or, on the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogenous loans are collectively evaluated for impairment based on past experience. All other loans are evaluated on a loan-by-loan basis. Impaired loans for which the discounted cash flows, collateral value or market price equals or exceeds its carrying value do not require an allowance. At June 30, 1997, the Corporation had $135 million in loans considered impaired of which $78 million had a related allowance for possible loan losses of $22 million. As of the same date last year, loans considered impaired amounted to $90 million of which $55 million had a related allowance for loan losses of $15 million. Average impaired loans during the second quarter of 1997 and 1996 were $112 million and $85 million, respectively. The Corporation recognized interest income on impaired loans of $1.3 million, and $0.7 million respectively, for the quarter ended June 30, 1997 and 1996.
22 22 CREDIT QUALITY Non-performing assets (NPA) consist of past-due loans on which no interest income is being accrued, renegotiated loans and other real estate. The Corporation reports NPA on a more conservative basis than most U.S. banks. The standard industry practice is to place non-performing commercial loans on non-accrual status when payments of principal or interest are delinquent 90 days. However, the Corporation's policy is to place commercial loans on non-accrual status when payments of principal or interest are delinquent 60 days. Lease financing, conventional mortgage and closed-end consumer loans are placed on non-accrual status when payments are delinquent 90 days. Closed-end consumer loans are charged-off against the allowance when delinquent 120 days. Open-end (revolving credit) consumer loans are charged-off when payments are delinquent 180 days. Certain loans which would be treated as non-accrual loans pursuant to the foregoing policy, are treated as accruing loans if they are considered well-secured and in the process of collection. Under the standard industry practice, closed-end consumer loans are charged-off when delinquent 120 days, but these consumer loans are not customarily placed on non-accrual status prior to being charged-off. TABLE E - --------------------------------------------------------------------- <TABLE> <CAPTION> NPA Allowance as a % as a % Date NPA of Loans of NPA - --------------------------------------------------------------------- (Dollars in millions) <S> <C> <C> <C> June 30, 1997 $211 1.94% 97.9% March 31, 1997 174 1.76 110.0 December 31, 1996 155 1.58 119.9 September 30, 1996 153 1.60 118.9 June 30, 1996 152 1.64 117.0 </TABLE> As shown in Table E, as of June 30, 1997, NPA amounted to $211 million or 1.94% of loans, compared with $152 million or 1.64% at June 30, 1996. NPA were $174 million or 1.76% of loans at March 31, 1997. Non-performing loans totaled $198 million as of June 30, 1997, compared with $146 million at the same date last year and $164 million as of March 31, 1997. The increase from June 30, 1996, was reflected in non-performing commercial, including construction, mortgage and consumer loans which rose $26 million, $20 million and $7 million, respectively. The increase in non-performing commercial, including construction, loans was mainly attributable to the classification on non-accrual of an $11 million commercial income-producing real estate loan in the U.S. Virgin Islands region of BPPR. Furthermore, the non-performing loans of the banks acquired during the quarter ended June 30, 1997, accounted for $17 million of the increase in this category, driven by the implementation of the Corporation's conservative policy as explained above. Non-performing mortgage loans at Equity One increased $16 million from the $9 million reported as of the same date last year. Most of the rise relates to the increase in personal bankruptcies in the U.S. mainland and the growth in the mortgage loan portfolio of that subsidiary. Bankruptcy filings over the 12-month period ended on March 31, 1997, increased 27% over the
23 23 same period a year before, reaching record-breaking levels. At BPPR, non-performing consumer loans increased $3 million over the amount as of June 30, 1996, and the banks acquired during this quarter accounted for $2 million of the increase in non-performing consumer loans. In addition, other real estate increased $7 million compared with June 30, 1996, including a $3 million increase at Equity One and $2 million related to the banks acquired during this quarter. Non- performing lease financings decreased $0.7 million as compared with the amount reported as of June 30, 1996. Assuming standard industry practice of placing commercial loans on non-accrual status when payments of principal or interest are past due 90 days or more and excluding the closed-end consumer loans from non-accruing loans, non-performing assets as of June 30, 1997, amounted to $163 million or 1.49% of loans, and the allowance for loan losses would be 127.2% of non-performing assets. At June 30, 1996 and March 31, 1997, adjusted non-performing assets were $118 million and $129 million, respectively, or 1.28% and 1.31% of loans. Accruing loans that are contractually past due 90 days or more as to principal or interest as of June 30, 1997, amounted to $15 million compared with $13 million at June 30, 1996, and $11 million at March 31, 1997. OTHER OPERATING INCOME Other operating income, excluding securities and trading gains, amounted to $54.1 million for the three-month period ended June 30, 1997, compared with $50.7 million for the same quarter in 1996, an increase of $3.4 million or 6.7%. The rise in other income was principally driven by an increase of $5.4 million in other service fees and $0.8 million in service charges on deposit accounts. Partially offsetting these increases was a decrease of $2.8 million in other operating income. For the six-month periods ended June 30, 1997 and 1996, these revenues were $109.6 million and $101.0 million, respectively. Service charges on deposit accounts, totaled $22.2 million in the second quarter of 1997, compared with $21.4 million for the same quarter of 1996. This increase mostly resulted from the operations acquired since June 30, 1996, which contributed approximately $0.5 million in these service charges for the quarter. Other service fees rose $5.4 million for the quarter ended June 30, 1997, amounting to $24.8 million compared with $19.4 million for the same quarter of 1996. The increase in other service fees was principally attained at BPPR where credit card fees and discounts rose $1.5 million, as credit card net sales rose 31.1% and the number of credit card active accounts grew 15.0%. Also, debit card fees rose $1.4 million, reflecting the growing volume of point-of-sale (POS) terminals and transactions. The volume of transactions at POS terminals increased from a monthly average of 1.7 million in June 1996 to 2.8 million a year later. In addition, fees related to the sale and administration of investment products rose $0.7 million as a result of the sale of the Puerto Rico Investors Tax-Free Fund V. Other operating income decreased $2.8 million, from $9.9 million for the second quarter of 1996 to $7.1 million for the same period in 1997. This decrease mainly resulted from the recording of a loss of $3.6 million in the market value of a building which is held for sale as well as lower
24 24 gains realized on the sale of mortgage loans, which amounted to $2.9 million for the quarter ended June 30, 1997, compared with $4.4 million for the same period in 1996. Partially offsetting this reduction were higher investment banking fees realized by Popular Securities and an increase in the income from daily rental operations of Popular Leasing. TABLE F OTHER OPERATING INCOME <TABLE> <CAPTION> Second Quarter - ----------------------------------------------------------------- 1997 1996 Change - ----------------------------------------------------------------- (Dollars in thousands) <S> <C> <C> <C> Service charges on deposit accounts $22,214 $21,389 $ 825 Other service fees: Credit card fees and discounts 7,244 5,728 1,516 Credit life insurance fees 2,168 1,749 419 Debit card fees 3,833 2,386 1,447 Mortgage servicing fees, net of amortization 2,405 1,932 473 Trust fees 1,702 1,561 141 Other fees 7,433 6,052 1,381 Other income 7,125 9,921 (2,796) --------------------------- Total $54,124 $50,718 $ 3,406 =========================== </TABLE> For the second quarter of 1997, the Corporation recognized a net gain of $1.3 million in the sale of securities and a net trading account profit of $0.8 million compared with net losses of $20 thousand and $1.4 million, respectively, for the second quarter of 1996. OPERATING EXPENSES Operating expenses for the second quarter of 1997 rose $20.2 million or 15.3% to $152.0 million, compared with $131.8 million for the same quarter in 1996, principally reflecting higher personnel costs, professional fees, business promotion, other taxes and other operating expenses. Personnel costs, the largest category of operating expenses, totaled $74.4 million for the second quarter of 1997, compared with $67.4 million for the same period in 1996 for an increase of $7.0 million or 10.4%. Salaries accounted for the largest portion of the increase in personnel costs, rising $4.2 million or 9.2% to $50.3 million, compared with $46.1 million in 1996. This rise resulted from increased employment levels due to acquisitions, increased business activity and annual merit increases. Full-time equivalent employees (FTE) amounted to 8,782 at the end of this quarter, compared with 7,867 FTEs at the same date in 1996. Of the increase of 915 FTEs, the acquisitions completed during the second quarter of 1997 accounted for 636 FTEs. Profit sharing expense rose $1.1 million as a result of higher eligible salaries and stronger profitability ratios at BPPR. Pension and other benefits totaled $17.3 million for the quarter ended June 30, 1997,
25 25 compared with $15.7 million for the same period a year ago, principally reflecting a rise in medical insurance expenses. In addition, staff training expenses showed an increase of $0.3 million as a result of the Corporation's commitment to maintain a well-trained work force. Of the total increase in personnel costs, $2.2 million were reflected in the operations acquired since June 30, 1996. Other operating expenses, excluding personnel costs, increased $13.2 million, reaching $77.6 million for the second quarter of 1997, compared with $64.4 million for the same period in 1996. The increase in other operating expenses was mostly in professional fees which grew $3.4 million, reflecting higher expenses associated with system developments and technical support. Other operating expenses and business promotion grew a combined $4.7 million due to the impact of the business expansion and costs related with the development of new products and services, including the expenses related with the institutional campaign launched in the continental U.S. and the new credit card operation in Florida. Other taxes also reflected an increase as a result of higher levels of taxable property, increased business volume and an increase in the tax rate for personal property in the municipality of San Juan, Puerto Rico, where the Corporation's headquarters are located. Also, equipment expenses increased, mostly as a result of the expansion of the electronic payment system and enhanced uses of technology. During the second quarter of 1997, the Corporation increased its automated teller machine (ATM) network by 38 ATMs, and 1,087 additional POS terminals were connected in order to expand our electronic delivery capabilities. Income tax expense rose $0.3 million from $18.0 million in the second quarter of 1996 to $18.3 million in the same quarter this year, primarily as a result of the growth in pre-tax earnings. The effective tax rate for the second quarter of 1997 decreased to 26.4% from 28.1% for the same period in 1996. For the six-month periods ended June 30, 1997 and 1996, income tax expense amounted to $37.8 million and $35.3 million, respectively. BALANCE SHEET COMMENTS At June 30, 1997, the Corporation's total assets reached $19.1 billion, reflecting an increase of 16.4% when compared with $16.4 billion at June 30, 1996. Most of the growth was at BPPR, whose total assets increased $2.1 billion. This rise included $787 million related to the acquisition of RCB effective on June 30, 1997. Also, the operations acquired in California, Florida and Illinois since June 30, 1996, had $696 million in total assets as of the end of the second quarter of 1997. Total assets at March 31, 1997 were $17.4 billion. Average assets for the first six months of 1997 were $17.3 billion compared with $15.8 billion for the same period in 1996, an increase of 9.5%. Average assets for the year ended December 31, 1996, were $16.3 billion. Earning assets at June 30, 1997, amounted to $17.8 billion compared with $15.3 billion at June 30, 1996 and $16.3 billion at March 31, 1997. Total loans amounted to $10.9 billion at June 30, 1997, compared with $9.3 billion a year ago. Commercial, including construction, and consumer loans contributed $848 million and $514 million, respectively, to the growth in the Corporation's loan portfolio. The commercial loan portfolio increased 22.8% to $4.6 billion as of June 30, 1997, from $3.7 billion as of the same date last year. Consumer loans rose 21.0% from $2.5 billion as of June 30, 1996, to $3.0 billion as of June 30, 1997. BPPR was responsible for the largest growth in both portfolios, increasing $553 million in commercial loans and $371 million in consumer loans particularly, personal loans. Mortgage loans rose to $2.8 billion for an increase of $233 million or 9.0% as compared with June 30, 1996. The increase was mostly experienced
26 26 at Equity One, which rose $225 million. The lease financing portfolio rose $35 million or 6.8%, totaling $553 million as of June 30, 1997, compared with $518 million at June 30, 1996. RCB contributed $361 million in total loans at June 30, 1997, while the other operations acquired since June 30, 1996, had $368 million in total loans as of the end of the second quarter of 1997. Total loans at March 31, 1997 amounted to $9.9 billion. Money market investments totaled $870 million at June 30, 1997, compared with $903 million at the same date in 1996. Investment securities as of June 30, 1997, totaled $5.7 billion compared with $4.8 billion as of June 30, 1996. Most of this growth was reflected at BPPR, whose investment securities portfolio increased $736 million. This rise included $382 million related to the acquisition of RCB. Investment securities included $4.9 billion in investment securities available-for-sale as of June 30, 1997 and $3.1 billion as of June 30, 1996. Investment securities as of March 31, 1997 amounted to $5.4 billion. At June 30, 1997, trading account securities totaled $341 million compared with $329 million at the same date last year. Intangible assets rose $97 million from $134 million as of June 30, 1996 to $231 million at the same date in 1997. The rise in intangible assets was a result of the acquisitions since June 30, 1996, of which RCB accounted for $64 million of the total increase while the operations acquired in Illinois resulted in $40 million in intangibles. Total deposits reached $11.4 billion at June 30, 1997, from $10.6 billion a year earlier, an increase of $829 million, in spite of a reduction of $655 million in 936 deposits at BPPR. Interest- bearing deposits rose $472 million and non-interest bearing deposits increased $357 million. The merger with RCB contributed $584 million in deposits at June 30, 1997. At the same date, National Bancorp, Inc., CBC Bancorp, Ltd., Banco Popular, N.A. (Florida) and Banco Popular, N.A. (California), in aggregate, had $532 million in total deposits. Total deposits at March 31, 1997 were $10.5 billion. Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings increased $705 million from $3.5 billion as of June 30, 1996 to $4.2 billion as of June 30, 1997. BPPR accounted for most of the growth as a result of the reduction in 936 certificates of deposits and due to arbitrage opportunities undertaken during the quarter. Notes payable rose $720 million, particularly at the holding company and BPPR. Borrowed funds were used primarily to finance loan growth and arbitrage activities. On May 22, 1997, a "shelf" registration was filed with the Securities and Exchange Commission, allowing the Corporation to issue medium-term notes, unsecured debt securities and preferred stock in an aggregate amount of up to $1 billion. These securities are guaranteed by the Corporation. As of June 30, 1997, the Corporation had issued $30 million in medium-term notes under the new "shelf" registration. Moreover, during the first quarter of 1997, the Corporation issued $150 million in Capital Securities at 8.327%, through BanPonce Trust I, a statutory business trust owned by Popular North America (formerly BanPonce Financial Corp.). The proceeds were upstreamed to Popular North America as junior subordinated debt under the same terms and conditions. The Capital Securities qualify as Tier I capital for regulatory purposes. Such Tier I treatment provides the Corporation with a more cost-effective means of obtaining capital for regulatory purposes.
27 27 Stockholders' equity at June 30, 1997, amounted to $1.42 billion, compared with $1.19 billion at June 30, 1996. The increase is mainly due to earnings retention and the issuance of 2,462,272 common shares for the acquisitions of RCB and National Bancorp, Inc. This issuance resulted in $96 million in additional capital. Also, the Dividend Reinvestment Plan contributed $4.2 million in additional capital since June 30, 1996. On May 8, 1997, the Board of Directors approved a stock repurchase program of up to three million shares of the outstanding common stock of the Corporation. As of June 30, 1997, the Corporation had purchased 380,000 shares under this program. The Corporation's stockholders' equity at June 30, 1997, included $6.3 million, net of deferred taxes, in unrealized holding gains on securities available-for-sale, compared with $5.7 million in unrealized losses on securities available-for-sale at June 30, 1996. Stockholders' equity at March 31, 1997 amounted to $1.29 billion. The market value of the Corporation's common stock at June 30, 1997, was $40.38 per share compared with $22.50 at June 30, 1996 and $35.50 at March 31, 1997. The Corporation's total market capitalization at June 30, 1997 was $2.8 billion. Book value per common share increased to $19.41 as of June 30, 1997, compared with $16.47 as of the same date last year. The dividend payout ratio to common stockholders for the quarter ended June 30, 1997, was 24.29% compared with 22.50% for the same period last year. The market value of the Corporation's preferred stock at June 30, 1997 and 1996, was $26.50 per share, compared with $26.75 at March 31, 1997. The Corporation's Tier I, total capital and leverage ratios at June 30, 1997 were 12.56%, 14.98% and 7.71%, respectively, as compared with 11.76%, 14.41% and 6.68%, at June 30, 1996.
28 28 PART II - OTHER INFORMATION ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS The Corporation held its Annual Stockholder's Meeting on April 25, 1997, at which common stockholders elected the following three directors: Salustiano Alvarez Mendez, Alfonso F. Ballester and Jorge A. Junquera. All three directors were elected for a three year term, with a favorable votes ranging from 86.70% to 86.72% of the voting shares issued and outstanding which amounted to 66,121,855 as of the record date, March 7, 1997. In addition, two other matters were considered and voted by the common stockholders; (1) The amendment to Article First of the Restated Articles of Incorporation to change the name of the Corporation to Popular, Inc. and; (2) The amendment to Article Fifth of the Restated Articles of Incorporation to increase the authorized numbers of shares of common stock, per value $6, from ninety million (90,000,000) to one hundred eighty million (180,000,000). Both amendments were approved with a favorable voting of 85.61% and 83.37%, respectively, of the voting shares issued and outstanding at the record date presented above. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K <TABLE> <CAPTION> a) Exhibit No. Description Exhibit Reference <S> <C> <C> 19 Quarterly Report to shareholders for the Exhibit "A" period ended June 30, 1997 27 Financial Data Schedule (For SEC Use Only) Exhibit "B" b) Four reports on Form 8-K were filed for the quarter ended June 30, 1997: Dated: April 7, 1997, May 7, 1997, May 8, 1997 and June 11, 1997 Items reported: Item 5 - Other Events Item 7 - Financial Statements, Pro-Forma, Financial Information and Exhibits </TABLE>
29 29 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned thereunto duly authorized. POPULAR, INC. (Registrant) Date: August 13, 1997 By: /s/ JORGE A. JUNQUERA ------------------------- Jorge A. Junquera Senior Executive Vice President Date: August 13, 1997 By: /s/ AMILCAR L. JORDAN ------------------------- Amilcar L. Jordan, Esq. Senior Vice President & Comptroller