OFG BANCORP - Quarter Report: 2011 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission File Number 001-12647
Oriental Financial Group Inc.
Incorporated in the Commonwealth of Puerto Rico, IRS Employer Identification No. 66-0538893
Principal Executive Offices:
997 San Roberto Street
Oriental Center 10th Floor
997 San Roberto Street
Oriental Center 10th Floor
Professional Offices Park
San Juan, Puerto Rico 00926
Telephone Number: (787) 771-6800
San Juan, Puerto Rico 00926
Telephone Number: (787) 771-6800
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o | Smaller Reporting Company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o Noþ
Number of shares outstanding of the registrants common stock, as of the latest practicable
date:
44,011,107 common shares ($1.00 par value per share) outstanding as of July 31, 2011
TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION: |
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Item 1 Financial Statements |
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Certifications |
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EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
Table of Contents
FORWARD-LOOKING STATEMENTS
The information included in this quarterly report on Form 10-Q contains certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may relate to Oriental Financial Group Incs. (the Group) financial
condition, results of operations, plans, objectives, future performance and business, including,
but not limited to, statements with respect to the adequacy of the allowance for loan and lease
losses, delinquency trends, market risk and the impact of interest rate changes, capital markets
conditions, capital adequacy and liquidity, and the effect of legal proceedings and new accounting
standards on the Groups financial condition and results of operations. All statements contained
herein that are not clearly historical in nature are forward-looking, and the words anticipate,
believe, continues, expect, estimate, intend, project and similar expressions and
future or conditional verbs such as will, would, should, could, might, can, may, or
similar expressions are generally intended to identify forward-looking statements.
These statements are not guarantees of future performance and involve certain risks, uncertainties,
estimates and assumptions by management that are difficult to predict. Various factors, some of
which, by their nature are beyond the Groups control, could cause actual results to differ
materially from those expressed in, or implied by, such forward-looking statements. Factors that
might cause such a difference include, but are not limited to:
| the rate of growth in the economy and employment levels, as well as general business and economic conditions; |
| changes in interest rates, as well as the magnitude of such changes; |
| the fiscal and monetary policies of the federal government and its agencies; |
| a credit default by the U.S. government or a downgrade in the credit ratings of the U.S. government; |
| changes in federal bank regulatory and supervisory policies, including required levels of capital; |
| the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) on our businesses, business practices and cost of operations; |
| the relative strength or weakness of the consumer and commercial credit sectors and of the real estate market in Puerto Rico; |
| the performance of the stock and bond markets; |
| competition in the financial services industry; |
| additional Federal Deposit Insurance Corporation (FDIC) assessments; and |
| possible legislative, tax or regulatory changes. |
Other possible events or factors that could cause results or performance to differ materially from
those expressed in these forward-looking statements include the following: negative economic
conditions that adversely affect the general economy, housing prices, the job market, consumer
confidence and spending habits which may affect, among other things, the level of non-performing
assets, charge-offs and provision expense; changes in interest rates and market liquidity which may
reduce interest margins, impact funding sources and affect the ability to originate and distribute
financial products in the primary and secondary markets; adverse movements and volatility in debt
and equity capital markets; changes in market rates and prices which may adversely impact the value
of financial assets and liabilities; liabilities resulting from litigation and regulatory
investigations; changes in accounting standards, rules and interpretations; increased competition;
the Groups ability to grow its core businesses; decisions to downsize, sell or close units or
otherwise change the Groups business mix; and managements ability to identify and manage these
and other risks.
All forward-looking statements included in this quarterly report on Form 10-Q are based upon
information available to the Group as of the date of this report, and other than as required by
law, including the requirements of applicable securities laws, the Group assumes no obligation to
update or revise any such forward-looking statements to reflect occurrences or unanticipated events
or circumstances after the date of such statements.
Table of Contents
ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
JUNE 30, 2011 AND DECEMBER 31, 2010
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands, except share data) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
||||||||
Cash and due from banks |
$ | 278,466 | $ | 337,218 | ||||
Money market investments |
2,563 | 111,728 | ||||||
Total cash and cash equivalents |
281,029 | 448,946 | ||||||
Investments: |
||||||||
Trading securities, at fair value, with amortized cost of $874 (December 31, 2010 - $1,306) |
864 | 1,330 | ||||||
Investment securities available-for-sale, at fair value, with amortized cost of $3,529,671
(December 31, 2010 - $3,661,146) |
3,581,087 | 3,700,064 | ||||||
Investment securities held-to-maturity, at amortized cost, with fair value of $858,226
(December 31, 2010 - $675,721) |
863,779 | 689,917 | ||||||
Federal Home Loan Bank (FHLB) stock, at cost |
23,779 | 22,496 | ||||||
Other investments |
150 | 150 | ||||||
Total investments |
4,469,659 | 4,413,957 | ||||||
Loans: |
||||||||
Mortgage loans held-for-sale, at lower of cost or fair value |
34,246 | 33,979 | ||||||
Loans not covered under shared-loss agreements with the FDIC, net of allowance for loan
and lease losses of $34,229 (December 31, 2010 - $31,430) |
1,130,460 | 1,117,889 | ||||||
Loans covered under shared-loss agreements with the FDIC, net of allowance for loan
and lease losses of $53,036 (December 31, 2010 - $49,286) |
542,543 | 620,711 | ||||||
Total loans, net |
1,707,249 | 1,772,579 | ||||||
FDIC shared-loss indemnification asset |
437,434 | 471,872 | ||||||
Foreclosed real estate covered under shared-loss agreements with the FDIC |
16,918 | 14,871 | ||||||
Foreclosed real estate not covered uder shared-loss agreements with the FDIC |
12,031 | 11,969 | ||||||
Accrued interest receivable |
26,430 | 28,716 | ||||||
Deferred tax asset, net |
32,637 | 30,732 | ||||||
Premises and equipment, net |
23,649 | 23,941 | ||||||
Derivative assets |
12,015 | 28,315 | ||||||
Other assets |
63,496 | 64,826 | ||||||
Total assets |
$ | 7,082,547 | $ | 7,310,724 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Deposits: |
||||||||
Demand deposits |
$ | 948,764 | $ | 954,554 | ||||
Savings accounts |
241,553 | 235,690 | ||||||
Certificates of deposit |
1,194,914 | 1,398,644 | ||||||
Total deposits |
2,385,231 | 2,588,888 | ||||||
Borrowings: |
||||||||
Short-term borrowings |
31,812 | 42,470 | ||||||
Securities sold under agreements to repurchase |
3,459,135 | 3,456,781 | ||||||
Advances from FHLB |
281,747 | 281,753 | ||||||
FDIC-guaranteed term notes |
105,834 | 105,834 | ||||||
Subordinated capital notes |
36,083 | 36,083 | ||||||
Total borrowings |
3,914,611 | 3,922,921 | ||||||
FDIC net settlement payable |
602 | 22,954 | ||||||
Derivative liabilities |
13,918 | 64 | ||||||
Accrued expenses and other liabilities |
43,828 | 43,566 | ||||||
Total liabilities |
6,358,190 | 6,578,393 | ||||||
Stockholders equity: |
||||||||
Preferred stock, $1 par value; 10,000,000 shares authorized; 1,340,000 shares of Series A and
1,380,000 shares of Series B issued and outstanding, $25 liquidation value. |
68,000 | 68,000 | ||||||
Common stock, $1 par value; 100,000,000 shares authorized; 47,808,284 shares issued;
44,009,380 shares outstanding (December 31, 2010 - 47,807,734; 46,348,667) |
47,808 | 47,808 | ||||||
Treasury stock, at cost, 3,798,904 shares (December 31, 2010 - 1,459,067 shares) |
(45,386 | ) | (16,732 | ) | ||||
Additional paid-in capital |
498,556 | 498,435 | ||||||
Legal surplus |
49,414 | 46,331 | ||||||
Retained earnings |
71,091 | 51,502 | ||||||
Accumulated other comprehensive income, net of tax of $2,799 (December 31, 2010 - $2,107) |
34,874 | 36,987 | ||||||
Total stockholders equity |
724,357 | 732,331 | ||||||
Total liabilities and stockholders equity |
$ | 7,082,547 | $ | 7,310,724 | ||||
See notes to unaudited consolidated financial statements.
1
Table of Contents
ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND
2010
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Interest income: |
||||||||||||||||
Loans |
||||||||||||||||
Loans not covered under shared-loss agreements with the FDIC |
$ | 15,969 | $ | 17,813 | $ | 33,808 | $ | 35,450 | ||||||||
Loans covered under shared-loss agreements with the FDIC |
13,060 | 11,587 | 27,285 | 11,586 | ||||||||||||
Mortgage-backed securities |
51,021 | 41,519 | 94,759 | 85,113 | ||||||||||||
Investment securities and other |
2,152 | 8,925 | 4,258 | 18,030 | ||||||||||||
Total interest income |
82,202 | 79,844 | 160,110 | 150,179 | ||||||||||||
Interest expense: |
||||||||||||||||
Deposits |
11,588 | 11,951 | 23,802 | 23,194 | ||||||||||||
Securities sold under agreements to repurchase |
23,512 | 25,487 | 47,671 | 50,772 | ||||||||||||
Advances from FHLB and other borrowings |
3,061 | 3,053 | 6,110 | 6,065 | ||||||||||||
Note payable to the FDIC |
| 1,064 | | 1,064 | ||||||||||||
FDIC-guaranteed term notes |
1,021 | 1,021 | 2,042 | 2,042 | ||||||||||||
Subordinated capital notes |
308 | 305 | 611 | 603 | ||||||||||||
Total interest expense |
39,490 | 42,881 | 80,236 | 83,740 | ||||||||||||
Net interest income |
42,712 | 36,963 | 79,874 | 66,439 | ||||||||||||
Provision for non-covered loan and lease losses |
3,800 | 4,100 | 7,600 | 8,114 | ||||||||||||
Provision for covered loan and lease losses, net |
| | 549 | | ||||||||||||
Net interest income after provision for loan and lease losses |
38,912 | 32,863 | 71,725 | 58,325 | ||||||||||||
Non-interest income: |
||||||||||||||||
Wealth management revenues |
4,572 | 4,659 | 9,255 | 8,637 | ||||||||||||
Banking service revenues |
3,306 | 3,041 | 7,143 | 4,663 | ||||||||||||
Mortgage banking activities |
2,435 | 2,339 | 4,394 | 4,136 | ||||||||||||
Total banking and wealth management revenues |
10,313 | 10,039 | 20,792 | 17,436 | ||||||||||||
Total loss on other-than-temporarily impaired securities |
| (1,796 | ) | | (41,386 | ) | ||||||||||
Portion of loss on securities recognized in other comprehensive income |
| | | 38,958 | ||||||||||||
Other-than-temporary impairments on securities |
| (1,796 | ) | | (2,428 | ) | ||||||||||
Accretion of FDIC loss-share indemnification asset |
1,020 | 1,314 | 2,231 | 1,314 | ||||||||||||
Fair value adjustment on FDIC equity appreciation instrument |
| 909 | | 909 | ||||||||||||
Net gain (loss) on: |
||||||||||||||||
Sale of securities |
9,132 | 11,833 | 9,130 | 23,853 | ||||||||||||
Derivatives |
(3,603 | ) | (26,615 | ) | (7,571 | ) | (37,251 | ) | ||||||||
Trading securities |
(6 | ) | 1 | (37 | ) | (2 | ) | |||||||||
Foreclosed real estate |
(3 | ) | (26 | ) | (135 | ) | (143 | ) | ||||||||
Other |
7 | 7 | (20 | ) | 17 | |||||||||||
Total non-interest income (loss), net |
16,860 | (4,334 | ) | 24,390 | 3,705 | |||||||||||
See notes to unaudited consolidated financial statements.
2
Table of Contents
ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Non-interest expenses: |
||||||||||||||||
Compensation and employee benefits |
11,230 | 10,433 | 22,918 | 18,683 | ||||||||||||
Professional and service fees |
5,750 | 3,920 | 11,201 | 6,073 | ||||||||||||
Occupancy and equipment |
4,214 | 4,404 | 8,619 | 7,998 | ||||||||||||
Insurance |
1,646 | 1,733 | 3,632 | 3,566 | ||||||||||||
Electronic banking charges |
1,155 | 1,112 | 2,610 | 1,791 | ||||||||||||
Taxes, other than payroll and income taxes |
858 | 1,261 | 2,237 | 2,118 | ||||||||||||
Advertising, business promotion, and strategic initiatives |
1,508 | 1,364 | 2,700 | 2,064 | ||||||||||||
Loan servicing and clearing expenses |
1,076 | 793 | 2,097 | 1,518 | ||||||||||||
Foreclosure and repossession expenses |
761 | 523 | 1,490 | 825 | ||||||||||||
Communication |
425 | 735 | 822 | 1,078 | ||||||||||||
Director and investors relations |
339 | 388 | 625 | 703 | ||||||||||||
Printing, postage, stationery and supplies |
362 | 292 | 644 | 495 | ||||||||||||
Other |
1,372 | 892 | 1,891 | 1,330 | ||||||||||||
Total non-interest expenses |
30,696 | 27,850 | 61,486 | 48,242 | ||||||||||||
Income before income taxes |
25,076 | 679 | 34,629 | 13,788 | ||||||||||||
Income tax expense (benefit) |
(1,391 | ) | 34 | 5,081 | 1,206 | |||||||||||
Net income |
26,467 | 645 | 29,548 | 12,582 | ||||||||||||
Less: Dividends on preferred stock |
(1,200 | ) | (1,733 | ) | (2,401 | ) | (2,934 | ) | ||||||||
Less: Allocation of undistributed earnings for
participating preferred shares |
| (3,104 | ) | | (3,104 | ) | ||||||||||
Income available (loss) to common shareholders |
$ | 25,267 | $ | (4,192 | ) | $ | 27,147 | $ | 6,544 | |||||||
Income (loss) per common share: |
||||||||||||||||
Basic |
$ | 0.56 | $ | (0.13 | ) | $ | 0.60 | $ | 0.22 | |||||||
Diluted |
$ | 0.56 | $ | (0.13 | ) | $ | 0.59 | $ | 0.22 | |||||||
Average common shares outstanding and equivalents |
45,135 | 33,053 | 45,656 | 29,471 | ||||||||||||
Cash dividends per share of common stock |
$ | 0.05 | $ | 0.04 | $ | 0.10 | $ | 0.08 | ||||||||
See notes to unaudited consolidated financial statements.
3
Table of Contents
ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Net income |
$ | 26,467 | $ | 645 | $ | 29,548 | $ | 12,582 | ||||||||
Other comprehensive income (loss): |
||||||||||||||||
Unrealized gain on securities available-for-sale arising during the period |
35,365 | 94,763 | 21,627 | 139,373 | ||||||||||||
Realized gain on investment securities included in net income |
(9,132 | ) | (11,833 | ) | (9,130 | ) | (23,853 | ) | ||||||||
Total loss on other- than-temporarily impaired securities |
| 1,796 | | 41,386 | ||||||||||||
Portion of loss on securities recognized in other comprehensive income |
| | | (38,958 | ) | |||||||||||
Unrealized losses on cash flow hedges arising during the period |
(21,041 | ) | | (13,918 | ) | | ||||||||||
Income tax effect |
(637 | ) | (6,368 | ) | (692 | ) | (9,847 | ) | ||||||||
Other comprehensive income (loss) for the period |
4,555 | 78,358 | (2,113 | ) | 108,101 | |||||||||||
Comprehensive income |
$ | 31,022 | $ | 79,003 | $ | 27,435 | $ | 120,683 | ||||||||
See notes to unaudited consolidated financial statements.
4
Table of Contents
ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Six-Month Period Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Preferred stock: |
||||||||
Balance at beginning of period |
$ | 68,000 | $ | 68,000 | ||||
Issuance of preferred stock |
| 177,289 | ||||||
Balance at end of period |
68,000 | 245,289 | ||||||
Additional paid-in capital from beneficial conversion feature |
||||||||
Balance at beginning of period |
| | ||||||
Issuance of preferred stock beneficial conversion feature |
| 22,711 | ||||||
Balance at end of period |
| 22,711 | ||||||
Common stock: |
||||||||
Balance at beginning of period |
47,808 | 25,739 | ||||||
Issuance of common stock |
| 8,740 | ||||||
Exercised stock options |
| 2 | ||||||
Balance at end of period |
47,808 | 34,481 | ||||||
Additional paid-in capital: |
||||||||
Balance at beginning of period |
498,435 | 213,445 | ||||||
Issuance of common stock |
| 90,896 | ||||||
Exercised stock options |
| 19 | ||||||
Stock-based compensation expense |
682 | 546 | ||||||
Common stock issuance costs |
| (5,246 | ) | |||||
Preferred stock issuance costs |
| (10,911 | ) | |||||
Exercised restricted stock units with treasury shares |
(561 | ) | | |||||
Balance at end of period |
498,556 | 288,749 | ||||||
Legal surplus: |
||||||||
Balance at beginning of period |
46,331 | 45,279 | ||||||
Transfer from retained earnings |
3,083 | 1,376 | ||||||
Balance at end of period |
49,414 | 46,655 | ||||||
Retained earnings: |
||||||||
Balance at beginning of period |
51,502 | 77,584 | ||||||
Net income |
29,548 | 12,582 | ||||||
Cash dividends declared on common stock |
(4,475 | ) | (2,644 | ) | ||||
Cash dividends declared on preferred stock |
(2,401 | ) | (2,934 | ) | ||||
Transfer to legal surplus |
(3,083 | ) | (1,376 | ) | ||||
Balance at end of period |
71,091 | 83,212 | ||||||
Treasury stock: |
||||||||
Balance at beginning of period |
(16,732 | ) | (17,142 | ) | ||||
Stock purchased under the repurchase program |
(29,242 | ) | | |||||
Exercised restricted stock units with treasury shares |
561 | | ||||||
Stock used to match defined contribution plan |
27 | 22 | ||||||
Balance at end of period |
(45,386 | ) | (17,120 | ) | ||||
Accumulated
other comprehensive income (loss), net of tax: |
||||||||
Balance at beginning of period |
36,987 | (82,739 | ) | |||||
Other comprehensive income (loss), net of tax |
(2,113 | ) | 108,101 | |||||
Balance at end of period |
34,874 | 25,362 | ||||||
Total stockholders equity |
$ | 724,357 | $ | 729,339 | ||||
See notes to unaudited consolidated financial statements.
5
Table of Contents
ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Six-Month Period Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 29,548 | $ | 12,582 | ||||
Adjustments to reconcile net income to net cash used in
operating activities: |
||||||||
Amortization of deferred loan origination fees, net of costs |
(27 | ) | 346 | |||||
Amortization of premiums, net of accretion of discounts |
6,186 | 13,426 | ||||||
Amortization of core deposit intangible |
71 | 23 | ||||||
Accretion of FDIC loss-share indemnification asset, net |
(2,231 | ) | (1,314 | ) | ||||
Other-than-temporary impairments on securities |
| 2,428 | ||||||
Depreciation and amortization of premises and equipment |
2,748 | 2,596 | ||||||
Deferred income taxes, net |
(2,753 | ) | (4,099 | ) | ||||
Provision for loan and lease losses, net |
8,149 | 8,114 | ||||||
Stock-based compensation |
682 | 546 | ||||||
Fair value adjustment of servicing asset |
(483 | ) | (975 | ) | ||||
(Gain) loss on: |
||||||||
Sale of securities |
(9,130 | ) | (23,853 | ) | ||||
Sale of mortgage loans held for sale |
(2,441 | ) | (2,104 | ) | ||||
Derivative
activities |
7,571 | 37,251 | ||||||
Sale of foreclosed real estate |
135 | 143 | ||||||
Sale of premises and equipment |
38 | 1,865 | ||||||
Originations and purchases of loans held-for-sale |
(106,955 | ) | (106,289 | ) | ||||
Proceeds from sale of loans held-for-sale |
36,608 | 35,451 | ||||||
Net (increase) decrease in: |
||||||||
Trading securities |
466 | 467 | ||||||
Accrued interest receivable |
2,286 | (977 | ) | |||||
Other assets |
1,111 | (6,706 | ) | |||||
Net increase (decrease) in: |
||||||||
Accrued
interest payable on deposits and borrowings |
(618 | ) | 1,553 | |||||
Accrued expenses and other liabilities |
(22,062 | ) | 2,833 | |||||
Net cash used in operating activities |
(51,101 | ) | (26,693 | ) | ||||
See notes to unaudited consolidated financial statements.
6
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ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Six-Month Period Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Cash flows from investing activities: |
||||||||
Purchases of: |
||||||||
Investment securities available-for-sale |
(492,533 | ) | (3,932,574 | ) | ||||
Investment securities held-to-maturity |
(209,112 | ) | | |||||
FHLB stock |
(1,283 | ) | (2,560 | ) | ||||
Equity options |
(370 | ) | (1,110 | ) | ||||
Maturities and redemptions of: |
||||||||
Investment securities available-for-sale |
446,958 | 1,257,926 | ||||||
Investment securities held-to-maturity |
33,412 | | ||||||
FHLB stock |
| 10,077 | ||||||
Proceeds from sales of: |
||||||||
Investment securities available-for-sale |
252,836 | 2,466,565 | ||||||
Foreclosed real estate |
5,806 | 2,481 | ||||||
Other repossessed assets |
2,842 | | ||||||
Premises and equipment |
11 | 635 | ||||||
Origination and purchase of loans, excluding loans held-for-sale |
(87,675 | ) | (61,155 | ) | ||||
Principal repayment of loans, including covered loans |
133,000 | 84,275 | ||||||
Reimbursements from the FDIC on shared loss agreements |
39,870 | | ||||||
Additions to premises and equipment |
(2,474 | ) | (934 | ) | ||||
Cash and
cash equivalents received in FDIC-assisted acquisition |
| 89,777 | ||||||
Net cash provided by (used in) investing activities |
121,288 | (86,597 | ) | |||||
Cash flows from financing activities: |
||||||||
Net increase (decrease) in: |
||||||||
Deposits |
(204,576 | ) | 65,050 | |||||
Short term borrowings |
(10,658 | ) | (3,979 | ) | ||||
Securities sold under agreements ro repurchase |
2,600 | | ||||||
Proceeds from: |
||||||||
Exercise of stock options |
| 21 | ||||||
Issuance of common stock, net |
| 94,390 | ||||||
Issuance of preferred stock, net |
| 189,089 | ||||||
Repayments and advances from purchase money note issued to the FDIC |
| (5,433 | ) | |||||
Purchase of treasury stock |
(29,242 | ) | | |||||
Termination of derivative instruments |
10,648 | (25,109 | ) | |||||
Dividends paid on preferred stock |
(2,401 | ) | (2,934 | ) | ||||
Dividends paid on common stock |
(4,475 | ) | (2,294 | ) | ||||
Net cash provided by (used in) financing activities |
(238,104 | ) | 308,801 | |||||
Net change in cash and cash equivalents |
(167,917 | ) | 195,511 | |||||
Cash and cash equivalents at beginning of period |
448,946 | 277,123 | ||||||
Cash and cash equivalents at end of period |
$ | 281,029 | $ | 472,634 | ||||
See notes to unaudited consolidated financial statements.
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ORIENTAL FINANCIAL GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Six-Month Period Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Supplemental Cash Flow Disclosure and Schedule of Non-cash Activities: |
||||||||
Interest paid |
$ | 80,854 | $ | 82,160 | ||||
Income taxes paid |
$ | 3,848 | $ | 6,281 | ||||
Mortgage loans securitized into mortgage-backed securities |
$ | 71,007 | $ | 68,155 | ||||
Securities sold but not yet delivered |
$ | | $ | 1,490 | ||||
Securities purchased but not yet received |
$ | | $ | 533 | ||||
Transfer from loans to foreclosed real estate and other repossed assets |
$ | 10,464 | $ | 7,522 | ||||
For the six-month period ended June 30, 2010, the changes in operating assets and liabilities
included in the reconciliation of net income to net cash provided by operating activities, as well
as the changes in assets and liabilities presented in the investing and financing sections are net
of the effect of the assets acquired and liabilities assumed from the Eurobank FDIC-assisted
acquisition. Refer to Note 2 to the consolidated financial statements for the composition and
balances of the assets and liabilities recorded at fair value by the Group on April 30, 2010. The
cash received in the transaction, which amounted to $89.8 million, is presented in the investing
activities section of the Consolidated Statements of Cash Flows as Cash and cash equivalents
received in FDIC-assisted acquisition.
See notes to unaudited consolidated financial statements.
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ORIENTAL FINANCIAL GROUP INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
The accounting and reporting policies of Oriental Financial Group Inc. (the Group or Oriental)
conform with U.S. generally accepted accounting principles (GAAP) and to banking industry
practices.
The unaudited consolidated financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). All significant intercompany
balances and transactions have been eliminated in consolidation. These unaudited statements are, in
the opinion of management, a fair statement of the results for the periods reported and include all
necessary adjustments, all of a normal recurring nature, for a fair statement of such results.
Certain information and footnote disclosures normally included in financial statements prepared in
accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations.
Management believes that the disclosures made are adequate to make the information presented not
misleading. The results of operations and cash flows for the periods ended June 30, 2011 and 2010
are not necessarily indicative of the results to be expected for the full year. For further
information, refer to the consolidated financial statements and footnotes thereto for the year
ended December 31, 2010, included in the Groups 2010 annual report on Form 10-K.
Nature of Operations
The Group is a publicly-owned financial holding company incorporated under the laws of the
Commonwealth of Puerto Rico. It has four direct subsidiaries, Oriental Bank and Trust (the Bank),
Oriental Financial Services Corp. (Oriental Financial Services), Oriental Insurance, Inc.
(Oriental Insurance) and Caribbean Pension Consultants, Inc., which is located in Boca Raton,
Florida. The Group also has a special purpose entity, Oriental Financial (PR) Statutory Trust II
(the Statutory Trust II). Through these subsidiaries and its divisions, the Group provides a wide
range of banking and wealth management services such as mortgage, commercial and consumer lending,
leasing, financial planning, insurance sales, money management, investment banking and brokerage
services, as well as corporate and individual trust services.
The main offices of the Group and its subsidiaries are located in San Juan, Puerto Rico. The Group
is subject to examination, regulation and periodic reporting under the U.S. Bank Holding Company
Act of 1956, as amended, which is administered by the Board of Governors of the Federal Reserve
System.
The Bank operates through 30 financial centers located throughout Puerto Rico and is subject to the
supervision, examination and regulation of the Office of the Commissioner of Financial Institutions
of Puerto Rico (OCFI) and the Federal Deposit Insurance Corporation (FDIC). The Bank offers
banking services such as commercial and consumer lending, leasing, savings and time deposit
products, financial planning, and corporate and individual trust services, and capitalizes on its
commercial banking network to provide mortgage lending products to its clients. Oriental
International Bank Inc. (OIB), a wholly-owned subsidiary of the Bank, operates as an
international banking entity (IBE) pursuant to the International Banking Center Regulatory Act of
Puerto Rico, as amended. OIB offers the Bank certain Puerto Rico tax advantages. OIB activities are
limited under Puerto Rico law to persons and assets/liabilities located outside of Puerto Rico.
Oriental Financial Services is subject to the supervision, examination and regulation of the
Financial Industry Regulatory Authority (FINRA), the SEC, and the OCFI. Oriental Insurance is
subject to the supervision, examination and regulation of the Office of the Commissioner of
Insurance of Puerto Rico.
The Groups mortgage banking activities are conducted through a division of the Bank. The mortgage
banking activities consist of the origination and purchase of residential mortgage loans for the
Banks own portfolio and, if the conditions so warrant, the Bank engages in the sale of such loans
to other financial institutions in the secondary market. The Bank originates Federal Housing
Administration (FHA)-insured and Veterans Administration (VA)-guaranteed mortgages that are
primarily securitized for issuance of Government National Mortgage Association (GNMA)
mortgage-backed securities which can be resold to individual or institutional investors in the
secondary market. Conventional loans that meet the underwriting requirements for sale or exchange
under standard Federal National Mortgage Association (the FNMA) or the Federal Home Loan Mortgage
Corporation (the FHLMC) programs are referred to as conforming mortgage loans and are also
securitized for issuance of FNMA or FHLMC mortgage-backed securities. The Bank is an approved
seller of FNMA, as well as FHLMC, mortgage loans for issuance of FNMA and FHLMC mortgage-backed
securities. The Bank is also an approved issuer of GNMA mortgage-backed securities. The Bank is the
master servicer of the GNMA, FNMA and FHLMC pools that it issues and of its mortgage loan
portfolio, but has a subservicing arrangement with a third party.
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Effective April 30, 2010, the Bank assumed all of the retail deposits and other liabilities and
acquired certain assets and substantially all of the operations of Eurobank from the FDIC as
receiver for Eurobank, pursuant to the terms of a purchase and assumption agreement entered into by
the Bank and the FDIC on April 30, 2010. This transaction is referred to as the FDIC-assisted
acquisition.
Significant Accounting Policies
The unaudited consolidated financial statements of the Group are prepared in accordance with GAAP
as prescribed by the Financial Accounting Standards Board Accounting Standards Codification (ASC)
and with the general practices within the banking industry. In preparing the unaudited consolidated
financial statements, management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at
the date of the unaudited consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. The
Group believes that, of its significant accounting policies, the following may involve a higher
degree of judgment and complexity.
Loans and Allowance for Loan and Lease Losses
Because of the loss protection provided by the FDIC, the risks of the FDIC-assisted transaction
acquired loans are significantly different from those loans not covered under the FDIC loss sharing
agreements. Accordingly, the Group presents loans subject to the loss sharing agreements as
covered loans and loans that are not subject to the FDIC loss sharing agreements as non-covered
loans. Non-covered loans include any loans made outside of the FDIC shared-loss agreements before
or after the April 30, 2010 FDIC-assisted acquisition. Non-covered loans also include credit card
balances acquired in the FDIC-assisted acquisition.
Non-Covered Loans
Non-covered loans that management has the intent and ability to hold for the foreseeable future or
until maturity or pay-off are reported at their outstanding unpaid principal balances adjusted for
charge-offs, the allowance for non-covered loan and lease losses, unamortized discount related to
mortgage servicing right sold and any deferred fees or costs on originated loans. Interest income
is accrued on the unpaid principal balance. Loan origination fees and costs, and premiums and
discounts on loans purchased, are deferred and amortized over the estimated life of the loans as an
adjustment of their yield through interest income using the interest method. When a loan is paid
off or sold, any unamortized deferred fee (cost) is credited (charged) to income.
Credit card balances acquired as part of the FDIC-assisted acquisition are to be accounted for
under the guidance of ASC 310-20, which requires that any differences between the contractually
required loan payments in excess of the Groups initial investment in the loans be accreted into
interest income on a level-yield basis over the life of the loan. Loans accounted for under ASC
310-20 are placed on non-accrual status when past due in accordance with the Groups non-accruing
policy and any accretion of discount is discontinued. These assets were written-down to their
estimated fair value on their acquisition date, incorporating an estimate of future expected cash
flows. To the extent actual or projected cash flows is less than originally estimated, additional
provisions for loan and lease losses are recognized.
Interest recognition is discontinued when loans are 90 days or more in arrears on principal and/or
interest based on contractual terms. Loans for which the recognition of interest income has been
discontinued are designated as non-accruing. Collections are accounted for on the cash method
thereafter, until qualifying to return to accrual status. Such loans are not reinstated to accrual
status until interest is received on a current basis and other factors indicative of doubtful
collection cease to exist.
Up to March 31, 2011, residential mortgage loans well collateralized and in process of collection,
were placed on non-accrual status when reaching 365 days past due. On April 1, 2011, the Bank
changed its policy on a prospective basis to place on non-accrual status residential mortgage loans
well collateralized and in process of collection when reaching 90 days past due. All loans that
were between 90 and 365 days past due at the time of changing the policy were also placed on
non-accrual status, and the interest receivable on such loans at the time of changing the policy is
evaluated at least on a quarterly basis against the collateral underlying the loans, and
written-down, if necessary.
The Group follows a systematic methodology to establish and evaluate the adequacy of the allowance
for loan and lease losses to provide for inherent losses in the non-covered loan portfolio. This
methodology includes the consideration of factors such as economic conditions, portfolio risk
characteristics, prior loss experience, and results of periodic credit reviews of individual loans.
The provision for loan and lease losses charged to current operations is based on such methodology.
Loan and lease losses are charged and recoveries are credited to the allowance for loan and lease
losses on non-covered loans.
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Larger commercial loans that exhibit potential or observed credit weaknesses are subject to
individual review and grading. Where appropriate, allowances are allocated to individual loans
based on managements estimate of the borrowers ability to repay the loan given the availability
of collateral, other sources of cash flow, and legal options available to the Group.
Included in the review of individual loans are those that are impaired. A loan is considered
impaired when, based on current information and events, it is probable that the Group will be
unable to collect the scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement. Impaired loans are measured based on the present value of
expected future cash flows discounted at the loans effective interest rate, or as a practical
expedient, at the observable market price of the loan or the fair value of the collateral, if the
loan is collateral dependent. Loans are individually evaluated for impairment, except large groups
of small balance homogeneous loans that are collectively evaluated for impairment, and loans that
are recorded at fair value or at the lower of cost or fair value. The Group measures for impairment
all commercial loans over $250 thousand and over 90-days past-due. The portfolios of mortgage,
leases and consumer loans are considered homogeneous, and are evaluated collectively for
impairment.
The Group, using a rating system, applies an overall allowance percentage to each non-covered loan
portfolio segment based on historical credit losses adjusted for current conditions and trends. The
historical loss experience is determined by portfolio segment and is based on the actual loss
history experienced by the Group over the most recent 12 months. The actual loss experience is
supplemented with other economic factors based on the risks present for each portfolio segment.
These economic factors include consideration of the following: the credit grading assigned to
commercial loans, levels of and trends in delinquencies and impaired loans; levels of and trends in
charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk
selection and underwriting standards; other changes in lending policies, procedures, and practices;
experience, ability, and depth of lending management and other relevant staff; local economic
trends and conditions; industry conditions; and effects of changes in credit concentrations. The
following portfolio segments have been identified: mortgage loans; commercial loans; consumer
loans; and leasing.
Mortgage Loans: These loans are further segregated into four classes: traditional
mortgages, non-traditional mortgages, loans in loan modification programs and personal mortgage
collateral loans. Traditional mortgage loans include loans secured by dwelling, fixed coupons and
regular amortization schedules. Non-traditional mortgages include loans with interest-first
amortization schedules and loans with balloon considerations as part of their terms. Mortgages in
loan modification programs are loans that are being serviced under such programs. The personal
mortgage collateral loans are mainly equity lines of credit. The allowance factor on these loans is
impacted by the historical loss factors on the sub-segments, the environmental risk factors
described above and by delinquency buckets.
Commercial loans: These loans consist mainly of commercial loans secured by existing
commercial real estate properties. The allowance factor assigned to these loans are impacted by
historical loss factors, by the environmental risk factors described above and by the credit risk
ratings assigned to the loans. These credit risk ratings are based on relevant information about
the ability of borrowers to service their debt such as: economic conditions, portfolio risk
characteristics, prior loss experience, and results of periodic credit reviews of individual loans.
Consumer loans: These consist of smaller retail loans such as retail credit cards,
overdrafts, unsecured personal lines of credit, and personal unsecured loans. The allowance factor
on these loans is impacted by the historical loss factors on the segment, the environmental risk
factors described above and by delinquency buckets.
Leasing: This segment consists of personal loans guaranteed by vehicles in the form of
lease financing or in the form of automobile and equipment loans. The allowance factor on these
loans is impacted by the historical losses on the segment, the environmental risk factors described
above and by delinquency buckets. This is a new business line introduced in 2010, and as such, the
historical loss factor has been matched to consumer loans due to the lack of historical losses on
leases.
Loan loss ratios and credit risk categories are updated at least quarterly and are applied in the
context of GAAP as prescribed by ASC and the importance of depository institutions having prudent,
conservative, but not excessive loan allowances that fall within an acceptable range of estimated
losses. While management uses current available information in estimating possible loan and lease
losses, factors beyond the Groups control, such as those affecting general economic conditions,
may require future changes to the allowance.
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Covered Loans
Covered loans acquired in the FDIC-assisted acquisition are accounted under the provisions of ASC
310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, which is applicable
when (a) the Group acquires loans deemed to be impaired when there is evidence of credit
deterioration and it is probable, at the date of acquisition, that the Group would be unable to
collect all contractually required payments and (b) as a general policy election for non-impaired
loans that the Group acquired with some discount attributable to credit.
The acquired covered loans were recorded at their estimated fair value at the time of acquisition.
Fair value of acquired loans is determined using a discounted cash flow model based on assumptions
about the amount and timing of principal and interest payments, estimated prepayments, estimated
default rates, estimated loss severity in the event of defaults, and current market rates.
Estimated credit losses are included in the determination of fair value; therefore, an allowance
for loan and lease losses is not recorded on the acquisition date.
In accordance with ASC 310-30 and in estimating the fair value of covered loans at the acquisition
date, the Group (a) calculated the contractual amount and timing of undiscounted principal and
interest payments (the undiscounted contractual cash flows) and (b) estimated the amount and
timing of undiscounted expected principal and interest payments (the undiscounted expected cash
flows). The difference between the undiscounted contractual cash flows and the undiscounted
expected cash flows is the non-accretable difference. The non-accretable difference represents an
estimate of the loss exposure in the covered loan portfolio, and such amount is subject to change
over time based on the performance of the covered loans. The carrying value of covered loans is
reduced by payments received and increased by the portion of the accretable yield recognized as
interest income.
The excess of undiscounted expected cash flows at acquisition over the initial fair value of
acquired loans is referred to as the accretable yield and is recorded as interest income over the
estimated life of the loans using the effective yield method if the timing and amount of the future
cash flows is reasonably estimable. Subsequent to acquisition, the Group aggregates loans into
pools of loans with common risk characteristics to account for the acquired loans. Increases in
expected cash flows over those originally estimated increase the accretable yield and are
recognized as interest income prospectively. Decreases in expected cash flows compared to those
originally estimated decrease the accretable yield and are recognized by recording a provision for
loan and lease losses and establishing an allowance for loan and lease losses.
Loans accounted for under ASC 310-30 are generally considered accruing and performing loans as the
loans accrete interest income over the estimated life of the loan when cash flows are reasonably
estimable. Accordingly, acquired impaired loans that are contractually past due are still
considered to be accruing and performing loans. If the timing and amount of cash flows is not
reasonably estimable, the loans may be classified as nonaccrual loans and interest income may be
recognized on a cash basis or as a reduction of the principal amount outstanding.
Under the accounting guidance of ASC 310-30 for acquired loans, the allowance for loan and lease
losses on covered loans is measured at each financial reporting period, or measurement date, based
on expected cash flows. Accordingly, decreases in expected cash flows on the acquired covered loans
as of the measurement date compared to those initially estimated are recognized by recording a
provision for credit losses on covered loans. The portion of the loss on covered loans reimbursable
from the FDIC is recorded as an offset to the provision for credit losses and increases the FDIC
shared-loss indemnification asset.
Lease Financing
The Group leases vehicles and equipment for personal and commercial use to individual and corporate
customers. The direct finance lease method of accounting is used to recognize revenue on leasing
contracts that meet the criteria specified in the guidance for leases in ASC Topic 840. Aggregate
rentals due over the term of the leases less unearned income are included in lease financing
contracts receivable. Unearned income is amortized using a method over the average life of the
leases as an adjustment to the interest yield.
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Financial Instruments
Certain financial instruments, including derivatives, trading securities and investment securities
available-for-sale, are recorded at fair value and unrealized gains and losses are recorded in
other comprehensive income or as part of non-interest income, as appropriate. Fair values are based
on listed market prices, if available. If listed market prices are not available, fair value is
determined based on other relevant factors, including price quotations for similar instruments. The
fair values of certain derivative contracts are derived from pricing models that consider current
market and contractual prices for the underlying financial instruments as well as time value and
yield curve or volatility factors underlying the positions.
The Group determines the fair value of its financial instruments based on the fair value
measurement framework, which establishes a fair value hierarchy that prioritizes the inputs of
valuation techniques used to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three
levels of the fair value hierarchy are described below:
Level 1 - Level 1 assets and liabilities include equity securities that are traded in an active
exchange market, as well as certain U.S. Treasury and other U.S. government agency securities
that are traded by dealers or brokers in active markets. Valuations are obtained from readily
available pricing sources for market transactions involving identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or
liabilities. Level 2 assets and liabilities include (i) mortgage-backed securities for which the
fair value is estimated based on valuations obtained from third-party pricing services for
identical or comparable assets, (ii) debt securities with quoted prices that are traded less
frequently than exchange-traded instruments and (iii) derivative contracts and financial
liabilities, whose value is determined using a pricing model with inputs that are observable in
the market or can be derived principally from or corroborated by observable market data.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, for which the
determination of fair value requires significant management judgment or estimation.
A financial instruments level within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement.
Impairment of Investment Securities
The Group conducts periodic reviews to identify and evaluate each investment in an unrealized loss
position for other-than-temporary impairments. The Group follows ASC 320-10-65-1, which changed the
accounting requirements for other-than-temporary impairments for debt securities, and in certain
circumstances, separates the amount of total impairment into credit and noncredit-related amounts.
The term other-than-temporary impairment is not intended to indicate that the decline is
permanent, but indicates that the prospects for a near-term recovery of value is not favorable, or
that there is a lack of evidence to support a realizable value equal to or greater than the
carrying value of the investment. Any portion of a decline in value associated with credit loss is
recognized in income with the remaining noncredit-related component being recognized in other
comprehensive income. A credit loss is determined by assessing whether the amortized cost basis of
the security will be recovered, by comparing the present value of cash flows expected to be
collected from the security, discounted at the rate equal to the yield used to accrete current and
prospective beneficial interest for the security. The shortfall of the present value of the cash
flows expected to be collected in relation to the amortized cost basis is considered to be the
credit loss.
The Groups review for impairment generally entails, but is not limited to:
| identification and evaluation of investments that have indications of possible other-than-temporary impairment; | ||
| analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period; | ||
| the financial condition of the issuer or issuers; | ||
| the creditworthiness of the obligor of the security; | ||
| actual collateral attributes; | ||
| any rating changes by a rating agency; | ||
| current analysts evaluations; |
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| the payment structure of the debt security and the likelihood of the issuer being able to make payments; | ||
| current market conditions; | ||
| adverse conditions specifically related to the security, industry, or a geographic area; | ||
| the Groups intent to sell the debt security; | ||
| whether it is more-likely-than-not that the Group will be required to sell the debt security before its anticipated recovery; | ||
| and other qualitative factors that could support or not an other-than-temporary impairment. |
Derivative Instruments and Hedging Activities
The Group maintains an overall interest rate risk-management strategy that incorporates the use of
derivative instruments to minimize significant unplanned fluctuations in earnings that are caused
by interest rate volatility. The Groups goal is to manage interest rate sensitivity by modifying
the repricing or maturity characteristics of certain balance sheet assets and liabilities so that
the net-interest margin is not, on a material basis, adversely affected by movements in interest
rates. As a result of interest rate fluctuations, hedged fixed-rate assets and liabilities will
appreciate or depreciate in market value. Also, for some fixed-rate asset or liabilities, the
effect of this variability in earnings is expected to be substantially offset by the Groups gains
and losses on the derivative instruments that are linked to the forecasted cash flows of these
hedged assets and liabilities. The Group considers its strategic use of derivatives to be a prudent
method of managing interest-rate sensitivity, as it reduces the exposure of earnings and the market
value of its equity to undue risk posed by changes in interest rates. The effect of this unrealized
appreciation or depreciation is expected to be substantially offset by the Groups gains or losses
on the derivative instruments that are linked to these hedged assets and liabilities. Another
result of interest rate fluctuations is that the contractual interest income and interest expense
of hedged variable-rate assets and liabilities, respectively, will increase or decrease.
Derivative instruments that are used as part of the Groups interest rate risk-management strategy
include interest rate swaps, forward-settlement swaps, futures contracts, and option contracts that
have indices related to the pricing of specific balance sheet assets and liabilities. Interest rate
swaps generally involve the exchange of fixed and variable-rate interest payments between two
parties, based on a common notional principal amount and maturity date. Interest rate futures
generally involve exchange-traded contracts to buy or sell US Treasury bonds and notes in the
future at specified prices. Interest rate options represent contracts that allow the holder of the
option to (1) receive cash or (2) purchase, sell, or enter into a financial instrument at a
specified price within a specified period. Some purchased option contracts give the Group the right
to enter into interest rate swaps and cap and floor agreements with the writer of the option. In
addition, the Group enters into certain transactions that contain embedded derivatives. When the
embedded derivative possesses economic characteristics that are not clearly and closely related to
the economic characteristics of the host contract, it is bifurcated and carried at fair value.
The Group also offers its customers certificates of deposit with an option tied to the performance
of the Standard & Poors 500 stock market index. The Group purchases options from major financial
entities to manage its exposure to changes in this index. Under the terms of the option agreements,
the Group receives a certain percentage of the increase, if any, in the initial month-end value of
the index over the average of the monthly index observations in a five-year period in exchange for
a fixed premium. The changes in fair value of the option agreements used to manage the exposure in
the stock market in the certificates of deposit are recorded in earnings. The embedded option in
the certificates of deposit is bifurcated and the changes in the value of that option is also
recorded in earnings.
When using derivative instruments, the Group exposes itself to credit and market risk. If a
counterparty fails to fulfill its performance obligations under a derivative contract due to
insolvency or any other event of default, the Groups credit risk will equal the fair value gain in
a derivative plus any cash or securities that may have been delivered to the counterparty as part
of the transaction terms. Generally, when the fair value of a derivative contract is positive, this
indicates that the counterparty owes the Group, thus creating a repayment risk for the Group. This
risk is generally mitigated by requesting cash or securities from the counterparty to cover the
positive fair value. When the fair value of a derivative contract is negative, the Group owes the
counterparty and, therefore, assumes no credit risk other than the cash or value of the collateral
delivered as part of the transactions in as far as it exceeds the fair value of the derivative. The
Group minimizes the credit (or repayment) risk in derivative instruments by entering into
transactions with high-quality counterparties.
The Groups derivative activities are monitored by its Asset/Liability Management Committee which
is also responsible for approving hedging strategies that are developed through its analysis of
data derived from financial simulation models and other internal and industry sources. The
resulting hedging strategies are then incorporated into the Groups overall interest rate
risk-management and trading strategies.
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The Group uses forward-settlement swaps to hedge the variability of future interest cash flows of
forecasted wholesale borrowings, attributable to changes in LIBOR. Once the forecasted wholesale
borrowing transactions occur, the interest rate swap will effectively lock-in the Groups interest
rate payments on an amount of forecasted interest expense attributable to the one-month LIBOR
corresponding to the swap notional amount. By employing this strategy, the Group minimizes its
exposure to volatility in LIBOR.
As part of this new hedging strategy started in the first quarter of 2011, the Group formally
documents all relationships between hedging instruments and hedged items, as well as its
risk-management objective and strategy for undertaking various hedge transactions. This process
includes linking all derivatives that are designated as cash flow hedges to (1) specific assets and
liabilities on the balance sheet or (2) specific firm commitments or forecasted transactions. The
Group also formally assesses (both at the hedges inception and on an ongoing basis) whether the
derivatives that are used in hedging transactions have been highly effective in offsetting changes
in the fair value or cash flows of hedged items and whether those derivatives may be expected to
remain highly effective in future periods. The changes in fair value of the forward-settlement
swaps are recorded in accumulated other comprehensive income to the extent there no significant
ineffectiveness.
The Group discontinues hedge accounting prospectively when (1) it determines that the derivative is
no longer effective in offsetting changes in the cash flows of a hedged item (including hedged
items such as firm commitments or forecasted transactions); (2) the derivative expires or is sold,
terminated, or exercised; (3) it is no longer probable that the forecasted transaction will occur;
(4) a hedged firm commitment no longer meets the definition of a firm commitment; or (5) management
determines that designating the derivative as a hedging instrument is no longer appropriate or
desired.
FDIC Shared-Loss Indemnification Asset
The FDIC shared-loss indemnification asset is accounted for as an indemnification asset measured
separately from the covered loans acquired in the FDIC-assisted acquisition as it is not
contractually embedded in any of the covered loans. The shared-loss indemnification asset related
to estimated future loan and lease losses is not transferable should the Group sell a loan prior to
foreclosure or maturity. The shared-loss indemnification asset was recorded at fair value at the
acquisition date and represents the present value of the estimated cash payments expected to be
received from the FDIC for future losses on covered assets, based on the credit adjustment
estimated for each covered asset and the loss sharing percentages. This asset is presented net of
any clawback liability due to the FDIC under the Purchase and Assumption Agreement. These cash
flows are then discounted at a market-based rate to reflect the uncertainty of the timing and
receipt of the loss sharing reimbursements from the FDIC. The amount ultimately collected for this
asset is dependent upon the performance of the underlying covered assets, the passage of time, and
claims submitted to the FDIC. The time value of money incorporated into the present value
computation is accreted into earnings over the shorter of the life of the shared-loss agreements or
the holding period of the covered assets.
The FDIC shared-loss indemnification asset is reduced as losses are recognized on covered loans and
loss sharing payments are received from the FDIC. Realized credit losses in excess of
acquisition-date estimates result in an increase in the FDIC shared-loss indemnification asset.
Conversely, if realized credit losses are less than acquisition-date estimates, the FDIC
shared-loss indemnification asset is amortized.
Core Deposit Intangible
Core deposit intangible (CDI) is a measure of the value of checking and savings deposits acquired
in a business combination. The fair value of the CDI stemming from any given business combination
is based on the present value of the expected cost savings attributable to the core deposit
funding, relative to an alternative source of funding. CDI is amortized straight-line over a
10-year period. The Group evaluates such identifiable intangibles for impairment when an indication
of impairment exists. No impairment charges were required to be recorded in the period ended June
30, 2011. If an impairment loss is determined to exist in the future, the loss would be reflected
as non-interest expenses in the unaudited consolidated statements of operations for the period in
which such impairment is identified.
15
Table of Contents
Foreclosed Real Estate and Other Repossessed Property
Non-covered Foreclosed Real Estate
Foreclosed real estate is initially recorded at the lower of the related loan balance or the fair
value less cost to sell of the real estate at the date of foreclosure. At the time properties are
acquired in full or partial satisfaction of loans, any excess of the loan balance over the
estimated fair value of the property is charged against the allowance for loan and lease losses
on non-covered loans. After foreclosure, these properties are carried at the lower of cost or
fair value less estimated cost to sell, based on recent appraised values or options to purchase
the foreclosed property. Any excess of the carrying value over the estimated fair value, less
estimated costs to sell, is charged to non-interest expenses. The costs and expenses associated
to holding these properties in portfolio are expensed as incurred.
Covered Foreclosed Real Estate and Other Repossessed Property
Covered foreclosed real estate and other repossessed property were initially recorded at their
estimated fair value on the acquisition date, based on appraisal value less estimated selling
costs. Any subsequent write-downs due to declines in fair value are charged to non-interest
expense with a partially offsetting non-interest income for the loss reimbursement under the FDIC
shared-loss agreement. Any recoveries of previous write downs are credited to non-interest
expenses with a corresponding charge to non-interest income for the portion of the recovery that
is due to the FDIC.
Income Taxes
In preparing the unaudited consolidated financial statements, the Group is required to estimate
income taxes. This involves an estimate of current income tax expense together with an assessment
of temporary differences resulting from differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The
determination of current income tax expense involves estimates and assumptions that require the
Group to assume certain positions based on its interpretation of current tax laws and regulations.
Changes in assumptions affecting estimates may be required in the future and estimated tax assets
or liabilities may need to be increased or decreased accordingly. The accrual for tax contingencies
is adjusted in light of changing facts and circumstances, such as the progress of tax audits, case
law and emerging legislation. When particular matters arise, a number of years may elapse before
such matters are audited and finally resolved. Favorable resolution of such matters could be
recognized as a reduction to the Groups effective tax rate in the year of resolution. Unfavorable
settlement of any particular issue could increase the effective tax rate and may require the use of
cash in the year of resolution.
The determination of deferred tax expense or benefit is based on changes in the carrying amounts of
assets and liabilities that generate temporary differences. The carrying value of the Groups net
deferred tax assets assumes that the Group will be able to generate sufficient future taxable
income based on estimates and assumptions. If these estimates and related assumptions change in the
future, the Group may be required to record valuation allowances against its deferred tax assets
resulting in additional income tax expense in the unaudited consolidated statements of operations.
Management evaluates the realizability of the deferred tax assets on a regular basis and assesses
the need for a valuation allowance. A valuation allowance is established when management believes
that it is more likely than not that some portion of its deferred tax assets will not be realized.
Changes in valuation allowance from period to period are included in the Groups tax provision in
the period of change.
In addition to valuation allowances, the Group establishes accruals for uncertain tax positions
when, despite the belief that the Groups tax return positions are fully supported, the Group
believes that certain positions are likely to be challenged. The uncertain tax positions accruals
are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case
law, and emerging legislation. The Groups uncertain tax positions accruals are reflected as income
tax payable as a component of accrued expenses and other liabilities. These accruals are reduced
upon expiration of statute of limitations.
The Group follows a two-step approach for recognizing and measuring uncertain tax positions. The
first step is to evaluate the tax position for recognition by determining if the weight of
available evidence indicates that it is more likely than not that the position will be sustained on
audit, including resolution of related appeals or litigation process, if any. The second step is to
measure the tax benefit as the largest amount that is more than 50% likely of being realized upon
ultimate settlement.
The Groups policy is to include interest and penalties related to unrecognized income tax benefits
within the provision for income taxes on the unaudited consolidated statements of operations.
16
Table of Contents
On January 31, 2011, the Governor of Puerto Rico signed into law the Internal Revenue Code for a
New Puerto Rico, which was subsequently amended (the 2011 Code). As such, the Puerto Rico
Internal Revenue Code of 1994, as amended, (the 1994 Code) would be gradually repealed by the
2011 Code as its provisions started to take effect, with some exceptions, as of January 1, 2011.
For corporate taxpayers, the 2011 Code retains the 20% regular income tax rate but establishes
significant lower surtax rates. The 2011 Code provides a surtax rate from 5% to 10% for years
starting after December 31, 2010, but before January 1, 2014. That surtax rate may be reduced to 5%
after December 31, 2013, if certain economic and budgetary control tests are met by the Government
of Puerto Rico. If such economic tests are not met, the reduction of the surtax rate will be
postponed until the year when such economic tests are met. In the case of a controlled group of
corporations the determination of which surtax rate applies will be made by adding the net taxable
income of each of the entities members of the controlled group reduced by the surtax deduction. The
2011 Code also provides a surtax deduction of $750,000. In the case of controlled group of
corporations, the surtax deduction should be distributed among the members of the controlled group.
The alternative minimum tax is 20%. The 2011 Code eliminates the 5% additional surtax which was
established by Act No. 7 of March 9, 2009, and the 5% recapture of the benefit of the income tax
tables. Under the 2011 Code, a corporate taxpayer has an irrevocable one-time election to defer the
application of the 2011 Code for five years. This election must be made with the filing of the 2011
income tax return and, once made, is irrevocable for the taxable year when the election is made and
for each of the next four taxable years.
Equity-Based Compensation Plan
The Groups Amended and Restated 2007 Omnibus Performance Incentive Plan (the Omnibus Plan)
provides for equity-based compensation incentives through the grant of stock options, stock
appreciation rights, restricted stock, restricted units and dividend equivalents, as well as
equity-based performance awards. The Omnibus Plan was adopted in 2007, amended and restated in
2008, and further amended in 2010.
The purpose of the Omnibus Plan is to provide flexibility to the Group to attract, retain and
motivate directors, officers, and key employees through the grant of awards based on performance
and to adjust its compensation practices to the best compensation practice and corporate governance
trends as they develop from time to time. The Omnibus Plan is further intended to motivate high
levels of individual performance coupled with increased shareholder returns. Therefore, awards
under the Omnibus Plan (each, an Award) are intended to be based upon the recipients individual
performance, level of responsibility and potential to make significant contributions to the Group.
Generally, the Omnibus Plan will terminate as of (a) the date when no more of the Groups shares of
common stock are available for issuance under the Omnibus Plan, or, if earlier, (b) the date the
Omnibus Plan is terminated by the Groups Board of Directors.
The Boards Compensation Committee (the Committee), or such other committee as the Board may
designate, has full authority to interpret and administer the Omnibus Plan in order to carry out
its provisions and purposes. The Committee has the authority to determine those persons eligible to
receive an Award and to establish the terms and conditions of any Award. The Committee may
delegate, subject to such terms or conditions or guidelines as it shall determine, to any employee
or group of employees any portion of its authority and powers under the Omnibus Plan with respect
to participants who are not directors or executive officers subject to the reporting requirements
under Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Only
the Committee may exercise authority in respect of Awards granted to such participants.
The Omnibus Plan replaced and superseded the Groups 1996, 1998 and 2000 Incentive Stock Option
Plans (the Stock Option Plans). All outstanding stock options under the Stock Option Plans
continue in full force and effect, subject to their original terms and conditions.
The expected term of stock options granted represents the period of time that such options are
expected to be outstanding. Expected volatilities are based on historical volatility of the Groups
shares of common stock over the most recent period equal to the expected term of the stock options.
The Group follows the fair value method of recording stock-based compensation. The Group uses the
modified prospective transition method, which requires measurement of the cost of employee services
received in exchange for an award of equity instruments based on the grant date fair value of the
award with the cost to be recognized over the service period. It applies to all awards unvested and
granted after this effective date and awards modified, repurchased, or cancelled after that date.
17
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Subsequent Events
The Group has evaluated other events subsequent to the balance sheet date and prior to the filing
of this quarterly report on Form 10-Q for the quarter ended June 30, 2011 and has adjusted and
disclosed those events that have occurred that would require adjustment or disclosure in the
unaudited consolidated financial statements.
Reclassifications
When necessary, certain reclassifications have been made to prior year amounts to conform to the
current year presentation.
Recent Accounting Developments:
Comprehensive Income FASB Accounting Standards Update (ASU) 2011-05, Comprehensive Income
(FASB ASC Subtopic 220) Presentation of Comprehensive Income was issued in June 2011. In this
update an entity has the option to present comprehensive income in either one or two consecutive
financial statements: (1) a single statement must present each component of net income along with
total net income, each component of other comprehensive income along with total other comprehensive
income, and a total for comprehensive income, and (2) in a two-statement approach, an entity must
present the components of net income and total net income in the first statement, that statement
must be immediately followed by a financial statement that presents the components of other
comprehensive income, a total for other comprehensive income, and a total for comprehensive income.
The option in current GAAP that permits the presentation of other comprehensive income in the
statement of changes in equity has been eliminated. The amendments in this update should be applied
retrospectively. For public entities, the amendments are effective for fiscal years, and interim
periods within those years, beginning after December 15, 2011. Early adoption is permitted. The
Group believes that the implementation of this guidance will not have a material impact in the
Groups unaudited consolidated financial statements.
Fair Value Measurements FASB ASU 2011-04, Fair Value Measurement (FASB ASC Topic 820)
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and
IFRSs, issued in May 2011, changes the wording used to describe many of the requirements in U.S.
GAAP for measuring fair value and for disclosing information about fair value measurements. For
many of the requirements, the Board does not expect the amendments in this Update to result in a
change in the application of the requirements in Topic 820. Some of the amendments clarify the
Boards intent about the application of existing fair value measurement requirements. Other
amendments change a particular principle or requirement for measuring fair value or for disclosing
information about fair value measurements. This update is effective for interim and annual
reporting periods beginning after December 15, 2011. Early application by public entities is not
permitted. The Group believes that the implementation of this guidance will not have a material
impact in the Groups unaudited consolidated financial statements.
Transfers and Servicing FASB ASU 2011-03, Transfers and Servicing (FASB ASC Subtopic 860) -
Reconsideration of Effective Control for Repurchase Agreements, issued in April 2011, removes
from the assessment of effective control (1) the criterion requiring the transferor to have the
ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the
event of default by the transferee, and (2) the collateral maintenance implementation guidance
related to that criterion. This update is effective for the first interim or annual period
beginning on or after December 15, 2011. The guidance should be applied prospectively to
transactions or modifications of existing transactions that occur on or after the effective date.
Early adoption is not permitted. The Group believes that the implementation of this guidance will
not have a material impact in the Groups unaudited consolidated financial statements.
Troubled Debt Restructuring In April 2011, FASB issued ASU No. 2011-02, A Creditors
Determination of Whether a Restructuring Is a Troubled Debt Restructuring. ASU No. 2011-02 requires
that when evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor
must separately conclude that both of the following exist: a) the restructuring constitutes a
concession; b) The debtor is experiencing financial difficulties. Also, the ASU sets the effective
date when an entity should disclose the information deferred by ASU No. 2011-01, for interim and
annual periods beginning on or after June 15, 2011. The Group is in the process of evaluating the
effect this accounting guidance may have on the Groups unaudited consolidated financial
statements.
Other accounting standards that have been issued by FASB or other standards-setting bodies are not
expected to have a material impact on the Groups financial position, results of operations or cash
flows.
18
Table of Contents
NOTE 2 FDIC-ASSISTED ACQUISITION AND FDIC SHARED-LOSS INDEMNIFICATION ASSET
On April 30, 2010, the Bank acquired certain assets and assumed certain deposits and other
liabilities of Eurobank from the FDIC as receiver of Eurobank, San Juan, Puerto Rico. As part of
the Purchase and Assumption Agreement between the Bank and the FDIC (the Purchase and Assumption
Agreement), the Bank and the FDIC entered into shared-loss agreements (each, a shared-loss
agreement and collectively, the shared-loss agreements), whereby the FDIC will cover a
substantial portion of any future losses on loans (and related unfunded loan commitments),
foreclosed real estate and other repossessed properties.
The acquired loans, foreclosed real estate, and other repossessed property subject to the
shared-loss agreements are collectively referred as covered assets. Under the terms of the
shared-loss agreements, the FDIC absorbs 80% of losses and shares in 80% of loss recoveries on
covered assets. The term for loss share on single family residential mortgage loans is ten years
with respect to losses and loss recoveries, while the term for loss share on commercial loans is
five years with respect to losses and eight years with respect to loss recoveries, from the April
30, 2010 acquisition date. The shared-loss agreements also provide for certain costs directly
related to the collection and preservation of covered assets to be reimbursed at an 80% level.
The assets acquired and liabilities assumed as of April 30, 2010 were presented at their fair
value. In many cases, the determination of these fair values required management to make estimates
about discount rates, expected cash flows, market conditions and other future events that are
highly subjective in nature and subject to change. The fair values initially assigned to the assets
acquired and liabilities assumed were preliminary and subject to refinement for up to one year
after the closing date of the acquisition as new information relative to closing date fair values
became available.
The Bank
and the FDIC had been engaged in ongoing discussions and preliminary
settlements that impacted certain assets acquired
or certain liabilities assumed by the Bank on April 30, 2010, and
that were included as measurement period adjustments in the table
below. On April 29, 2011, the Bank and
the FDIC reached a final settlement as part of the Purchase and Assumption Agreement. The final
settlement did not have a material effect on the Banks financial statements.
The Bank has agreed to make a true-up payment, also known as clawback liability, to the FDIC on the
date that is 45 days following the last day of the final shared loss month, or upon the final
disposition of all covered assets under the loss sharing agreements in the event losses thereunder
fail to reach expected levels. Under the loss sharing agreements, the Bank will pay to the FDIC 50%
of the excess, if any, of: (i) 20% of the Intrinsic Loss Estimate of $906.0 million (or $181.2
million) (as determined by the FDIC) less (ii) the sum of: (A) 25% of the asset discount (per bid)
(or ($227.5 million)); plus (B) 25% of the cumulative shared-loss payments (defined as the
aggregate of all of the payments made or payable to the Bank minus the aggregate of all of the
payments made or payable to the FDIC); plus (C) the sum of the period servicing amounts for every
consecutive twelve-month period prior to and ending on the True-Up Measurement Date in respect of
each of the loss sharing agreements during which the loss sharing provisions of the applicable loss
sharing agreement is in effect (defined as the product of the simple average of the principal
amount of shared loss loans and shared loss assets at the beginning and end of such period times
1%). The true-up payment represents an estimated liability of $11.1 million at June 30, 2011, net.
This estimated liability is accounted for as a reduction of the indemnification asset. The
indemnification asset represents the portion of estimated losses covered by the loss sharing
agreements between the Bank and the FDIC.
The operating results of the Group for the six-month periods ended June 30, 2011 and 2010 include
the operating results produced by the acquired assets and liabilities assumed since May 1, 2010.
The Group believes that given the nature of assets and liabilities assumed, the significant amount
of fair value adjustments, the nature of additional consideration provided to the FDIC (note
payable and equity appreciation instrument) and the FDIC loss sharing agreements now in place,
historical results of Eurobank are not meaningful to the Groups results, and thus no pro forma
information is presented.
19
Table of Contents
Net-assets acquired and the respective measurement period adjustments are reflected in the table
below:
April 30, 2010 | Measurement | |||||||||||||||||||
Book value | Fair Value | (As initially | Period | April 30 ,2010 | ||||||||||||||||
April 30, 2010 | Adjustments | reported) | Adjustments | (As remeasured) | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 89,777 | $ | | $ | 89,777 | $ | | $ | 89,777 | ||||||||||
Federal Home Loan Bank (FHLB) stock |
10,077 | | 10,077 | | 10,077 | |||||||||||||||
Loans covered under shared-loss agreements with the FDIC |
1,536,416 | (699,942 | ) | 836,474 | (53,568 | ) | 782,906 | |||||||||||||
Loans not covered under shared-loss agreements with the FDIC |
4,275 | (1,266 | ) | 3,009 | 7 | 3,016 | ||||||||||||||
Foreclosed real estate covered under shared-loss agreements with the FDIC |
26,082 | (8,555 | ) | 17,527 | (4,032 | ) | 13,495 | |||||||||||||
Other repossessed assets covered under shared-loss agreements with the FDIC |
3,401 | (339 | ) | 3,062 | | 3,062 | ||||||||||||||
FDIC shared-loss indemnification asset |
| 516,250 | 516,250 | 28,961 | 545,211 | |||||||||||||||
Core deposit intangible |
| 1,423 | 1,423 | | 1,423 | |||||||||||||||
Deferred tax asset, net |
| | | 1,441 | 1,441 | |||||||||||||||
Goodwill |
| | | 365 | 365 | |||||||||||||||
Other assets |
20,168 | (14,867 | ) | 5,301 | 1,279 | 6,580 | ||||||||||||||
Total assets acquired |
$ | 1,690,196 | $ | (207,296 | ) | $ | 1,482,900 | $ | (25,547 | ) | $ | 1,457,353 | ||||||||
Liabilities |
||||||||||||||||||||
Deposits |
$ | 722,442 | $ | 7,104 | $ | 729,546 | $ | | $ | 729,546 | ||||||||||
Deferred tax liability, net |
| 6,419 | 6,419 | (6,419 | ) | | ||||||||||||||
Other liabilities |
9,426 | | 9,426 | | 9,426 | |||||||||||||||
Total liabilities assumed |
$ | 731,868 | $ | 13,523 | $ | 745,391 | $ | (6,419 | ) | $ | 738,972 | |||||||||
Net assets acquired |
$ | 958,328 | $ | (220,819 | ) | $ | 737,509 | $ | (19,128 | ) | $ | 718,381 | ||||||||
Consideration |
||||||||||||||||||||
Note payable to the FDIC |
$ | 715,536 | $ | 434 | $ | 715,970 | $ | | $ | 715,970 | ||||||||||
FDIC settlement payable |
15,244 | (4,654 | ) | 10,590 | (9,088 | ) | 1,502 | |||||||||||||
FDIC equity appreciation instrument |
| 909 | 909 | | 909 | |||||||||||||||
$ | 730,780 | $ | (3,311 | ) | $ | 727,469 | $ | (9,088 | ) | $ | 718,381 | |||||||||
Bargain purchase gain from the FDIC-assisted acquisition |
$ | 10,040 | $ | (10,040 | ) | $ | | |||||||||||||
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The FDIC shared-loss indemnification asset activity for the six-month periods ended June 30, 2011
and 2010 is as follows:
Six-Month Period Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Balance at beginning of period |
$ | 471,872 | $ | 545,213 | ||||
Shared-loss agreements reimbursements from the FDIC |
(39,870 | ) | | |||||
Credit impairment losses to be covered under shared-loss agreements |
3,201 | | ||||||
Accretion of FDIC shared-loss indemnification asset, net |
2,231 | 1,314 | ||||||
Balance at end of period |
$ | 437,434 | $ | 546,527 | ||||
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NOTE 3 INVESTMENTS
Money Market Investments
The Group considers as cash equivalents all money market instruments that are not pledged and that
have maturities of three months or less at the date of acquisition. At June 30, 2011, and December
31, 2010, cash equivalents included as part of cash and due from banks amounted to $134.1 million
and $111.7 million, respectively.
Investment Securities
The amortized cost, gross unrealized gains and losses, fair value, and weighted average yield of
the securities owned by the Group at June 30, 2011, and December 31, 2010, were as follows:
June 30, 2011 | ||||||||||||||||||||
Gross | Gross | Weighted | ||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | Average | ||||||||||||||||
Cost | Gains | Losses | Value | Yield | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||
Obligations of Puerto Rico Government and
policital subdivisions |
$ | 81,133 | $ | 162 | $ | 3,592 | $ | 77,703 | 5.14 | % | ||||||||||
Structured credit investments |
61,725 | | 16,012 | 45,713 | 3.68 | % | ||||||||||||||
Other debt securities |
6,054 | 56 | | 6,110 | 3.33 | % | ||||||||||||||
Total investment securities |
148,912 | 218 | 19,604 | 129,526 | ||||||||||||||||
FNMA and FHLMC certificates |
3,049,224 | 56,889 | 106 | 3,106,007 | 3.90 | % | ||||||||||||||
GNMA certificates |
90,277 | 8,615 | | 98,892 | 5.20 | % | ||||||||||||||
CMOs issued by US Government sponsored agencies |
241,258 | 6,613 | 1,209 | 246,662 | 3.33 | % | ||||||||||||||
Total mortgage-backed securities |
3,380,759 | 72,117 | 1,315 | 3,451,561 | ||||||||||||||||
Total securities available-for-sale |
3,529,671 | 72,335 | 20,919 | 3,581,087 | 3.92 | % | ||||||||||||||
Held-to-maturity |
||||||||||||||||||||
Mortgage-backed securities |
||||||||||||||||||||
FNMA and FHLMC certificates |
863,779 | 2,326 | 7,879 | 858,226 | 3.98 | % | ||||||||||||||
Total |
$ | 4,393,450 | $ | 74,661 | $ | 28,798 | $ | 4,439,313 | 3.93 | % | ||||||||||
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December 31, 2010 | ||||||||||||||||||||
Gross | Gross | Weighted | ||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | Average | ||||||||||||||||
Cost | Gains | Losses | Value | Yield | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||
Obligations of Puerto Rico Government and political subdivisions |
$ | 71,128 | $ | 160 | $ | 3,625 | $ | 67,663 | 5.37 | % | ||||||||||
Structured credit investments |
61,724 | | 20,031 | 41,693 | 3.68 | % | ||||||||||||||
Obligations of US Government sponsored agencies |
3,000 | | | 3,000 | 0.01 | % | ||||||||||||||
Total investment securities |
135,852 | 160 | 23,656 | 112,356 | ||||||||||||||||
FNMA and FHLMC certificates |
3,238,802 | 45,446 | 2,058 | 3,282,190 | 3.70 | % | ||||||||||||||
GNMA certificates |
118,191 | 9,523 | | 127,714 | 5.19 | % | ||||||||||||||
CMOs issued by US Government sponsored agencies |
168,301 | 9,524 | 21 | 177,804 | 5.01 | % | ||||||||||||||
Total mortgage-backed securities |
3,525,294 | 64,493 | 2,079 | 3,587,708 | ||||||||||||||||
Total securities available-for-sale |
3,661,146 | 64,653 | 25,735 | 3,700,064 | 3.84 | % | ||||||||||||||
Held-to-maturity |
||||||||||||||||||||
Mortgage-backed securities |
||||||||||||||||||||
FNMA and FHLMC certificates |
689,917 | | 14,196 | 675,721 | 3.74 | % | ||||||||||||||
Total |
$ | 4,351,063 | $ | 64,653 | $ | 39,931 | $ | 4,375,785 | 3.82 | % | ||||||||||
The amortized cost and fair value of the Groups investment securities at June 30, 2011, by
contractual maturity, are shown in the next table. Securities not due on a single contractual
maturity date, such as collateralized mortgage obligations, are classified in the period of final
contractual maturity. Expected maturities may differ from contractual maturities because issuers
may have the right to call or prepay obligations with or without call or prepayment penalties.
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June 30, 2011 | ||||||||||||||||
Available-for-sale | Held-to-maturity | |||||||||||||||
Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Investment securities |
||||||||||||||||
Due from 1 to 5 years |
||||||||||||||||
Obligations of Puerto Rico Government and political subdivisions |
$ | 10,386 | $ | 10,454 | $ | | $ | | ||||||||
Total due from 1 to 5 years |
10,386 | 10,454 | | | ||||||||||||
Due after 5 to 10 years |
||||||||||||||||
Obligations of Puerto Rico Government and political subdivisions |
13,723 | 12,806 | | | ||||||||||||
Structured credit investments |
21,177 | 16,917 | | | ||||||||||||
Total due after 5 to 10 years |
34,900 | 29,723 | | | ||||||||||||
Due after 10 years |
||||||||||||||||
Obligations of Puerto Rico Government and political subdivisions |
57,024 | 54,443 | | | ||||||||||||
Other debt securities |
6,054 | 6,110 | ||||||||||||||
Structured credit investments |
40,548 | 28,796 | | | ||||||||||||
Total due after 10 years |
103,626 | 89,349 | | | ||||||||||||
Total investment securities |
148,912 | 129,526 | | | ||||||||||||
Mortgage-backed securities |
||||||||||||||||
Due after 5 to 10 years |
||||||||||||||||
FNMA and FHLMC certificates |
81,212 | 81,924 | | | ||||||||||||
Due after 10 years |
||||||||||||||||
FNMA and FHLMC certificates |
2,968,012 | 3,024,083 | 863,779 | 858,226 | ||||||||||||
GNMA certificates |
90,277 | 98,892 | | | ||||||||||||
CMOs issued by US Government sponsored agencies |
241,258 | 246,662 | | | ||||||||||||
Total due after 10 years |
3,299,547 | 3,369,637 | 863,779 | 858,226 | ||||||||||||
Total mortgage-backed securities |
3,380,759 | 3,451,561 | 863,779 | 858,226 | ||||||||||||
Total |
$ | 3,529,671 | $ | 3,581,087 | $ | 863,779 | $ | 858,226 | ||||||||
Keeping with the Groups investment strategy, during the six-month periods ended June 30, 2011 and
2010, there were certain sales of available-for sale securities because the Group felt at the time
of such sales that gains could be realized while at the same time having good opportunities to
invest the proceeds in other investment securities with attractive yields and terms that would
allow the Group to continue to protect its net interest margin. Also, the Group, as part of its
asset/liability management, purchases US government sponsored agencies discount notes close to
their maturities as a short term vehicle to reinvest the proceeds of sale transactions until
investment securities with attractive yields can be purchased. During the six-month periods ended
June 30, 2011 and 2010, the Group sold approximately $5.1 million and $160.0 million, respectively,
of discount notes with minimal aggregate gross gains which amounted to less than $1 thousand; and
sold approximately $9.0 million and $287.0 million, respectively, of discount notes with minimal
aggregate gross losses which amounted to less than $1 thousand.
24
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The tables below present an analysis of the gross realized gains and losses by category for the
six-month periods ended June 30, 2011 and 2010:
Six-Month Period Ended June 30, 2011 | ||||||||||||||||||||||||
Sale Book | ||||||||||||||||||||||||
Face Value | Cost | Sale Price | Value | Gross Gains | Gross Losses | |||||||||||||||||||
Description | (In thousands) | |||||||||||||||||||||||
Sale of Securities Available-for-Sale |
||||||||||||||||||||||||
Investment securities |
||||||||||||||||||||||||
Obligations of U.S. Government sponsored agencies |
$ | 14,100 | $ | 14,099 | $ | 14,100 | $ | 14,100 | $ | | $ | | ||||||||||||
Total investment securities |
14,100 | 14,099 | 14,100 | 14,100 | | | ||||||||||||||||||
Mortgage-backed securities |
||||||||||||||||||||||||
FNMA and FHLMC certificates |
278,653 | 268,442 | 153,740 | 145,619 | 8,121 | |||||||||||||||||||
GNMA certificates |
101,007 | 102,751 | 84,996 | 83,987 | 1,011 | 2 | ||||||||||||||||||
Total mortgage-backed securities |
379,660 | 371,193 | 238,736 | 229,606 | 9,132 | 2 | ||||||||||||||||||
Total |
$ | 393,760 | $ | 385,292 | $ | 252,836 | $ | 243,706 | $ | 9,132 | $ | 2 | ||||||||||||
Six-Month Period Ended June 30, 2010 | ||||||||||||||||||||||||
Sale Book | ||||||||||||||||||||||||
Face Value | Cost | Sale Price | Value | Gross Gains | Gross Losses | |||||||||||||||||||
Description | (In thousands) | |||||||||||||||||||||||
Sale of Securities Available-for-Sale |
||||||||||||||||||||||||
Investment securities |
||||||||||||||||||||||||
Obligations of U.S. Government sponsored agencies |
$ | 447,000 | $ | 446,978 | $ | 446,990 | $ | 446,988 | $ | 1 | $ | 1 | ||||||||||||
Mortgage-backed securities |
||||||||||||||||||||||||
FNMA and FHLMC certificates |
1,870,158 | 1,731,962 | 1,582,660 | 1,558,808 | 23,852 | | ||||||||||||||||||
GNMA certificates |
69,637 | 70,213 | 70,191 | 70,190 | 1 | | ||||||||||||||||||
Non-agency
collaterized mortgage obligations |
626,619 | 623,695 | 368,216 | 368,216 | | | ||||||||||||||||||
Total mortgage-backed securities |
2,566,414 | 2,425,870 | 2,021,067 | 1,997,214 | 23,853 | | ||||||||||||||||||
Total |
$ | 3,013,414 | $ | 2,872,848 | $ | 2,468,057 | $ | 2,444,202 | $ | 23,854 | $ | 1 | ||||||||||||
25
Table of Contents
The following table shows the Groups gross unrealized losses and fair value of investment
securities available-for-sale and held-to-maturity, aggregated by investment category and length of
time that individual securities have been in a continuous unrealized loss position, at June 30,
2011 and December 31, 2010:
June 30, 2011
Available-for-sale
(In thousands)
Available-for-sale
(In thousands)
Less than 12 months | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
FNMA and FHLMC certificates |
$ | 69,614 | $ | 106 | $ | 69,508 | ||||||
CMOs issued by U.S. Government sponsored agencies |
99,859 | 985 | 98,874 | |||||||||
169,473 | 1,091 | 168,382 | ||||||||||
12 months or more | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
Structured credit investments |
61,725 | 16,012 | 45,713 | |||||||||
CMOs issued by U.S. Government sponsored agencies |
2,532 | 224 | 2,308 | |||||||||
Obligations of Puerto Rico Government and political subdivisions |
50,647 | 3,592 | 47,055 | |||||||||
114,904 | 19,828 | 95,076 | ||||||||||
Total | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
FNMA and FHLMC certificates |
69,614 | 106 | 69,508 | |||||||||
Structured credit investments |
61,725 | 16,012 | 45,713 | |||||||||
Obligations of Puerto Rico Government and political subdivisions |
50,647 | 3,592 | 47,055 | |||||||||
CMOs issued by US Government sponsored agencies |
102,391 | 1,209 | 101,182 | |||||||||
$ | 284,377 | $ | 20,919 | $ | 263,458 | |||||||
June 30, 2011
Held-to-maturity
(In thousands)
Held-to-maturity
(In thousands)
Less than 12 months | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
FNMA and FHLMC certificates |
$ | 605,388 | $ | 7,879 | $ | 597,509 | ||||||
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December 31, 2010
Available-for-sale
(In thousands)
Available-for-sale
(In thousands)
Less than 12 months | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
FNMA and FHLMC certificates |
$ | 245,533 | $ | 2,058 | $ | 243,475 | ||||||
CMOs issued by US Government sponsored agencies |
2,591 | 21 | 2,570 | |||||||||
248,124 | 2,079 | 246,045 | ||||||||||
12 months or more | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
Structured credit investments |
61,724 | 20,031 | 41,693 | |||||||||
Obligations of Puerto Rico Government and political subdivisions |
50,773 | 3,625 | 47,148 | |||||||||
112,497 | 23,656 | 88,841 | ||||||||||
Total | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
FNMA and FHLMC certificates |
245,533 | 2,058 | 243,475 | |||||||||
Structured credit investments |
61,724 | 20,031 | 41,693 | |||||||||
Obligations of Puerto Rico Government and political subdivisions |
50,773 | 3,625 | 47,148 | |||||||||
CMOs issued by US Government sponsored agencies |
2,591 | 21 | 2,570 | |||||||||
$ | 360,621 | $ | 25,735 | $ | 334,886 | |||||||
December 31, 2010
Held-to-maturity
(In thousands)
Held-to-maturity
(In thousands)
Less than 12 months | ||||||||||||
Amortized | Unrealized | Fair | ||||||||||
Cost | Loss | Value | ||||||||||
FNMA and FHLMC certificates |
$ | 689,917 | $ | 14,196 | $ | 675,721 | ||||||
The Group conducts quarterly reviews to identify and evaluate each investment in an unrealized loss
position for other-than-temporary impairments. On April 1, 2009, the Group adopted ASC 320-10-65-1,
which changed the accounting requirements
for other than temporary impairments for debt securities, and in certain circumstances, separates
the amount of total impairment into credit and noncredit-related amounts.
ASC 320-10-65-1 requires the Group to consider various factors during its review, which include,
but are not limited to:
| identification and evaluation of investments that have indications of possible other-than-temporary impairment; | ||
| analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period; | ||
| the financial condition of the issuer or issuers; | ||
| the creditworthiness of the obligor of the security; | ||
| actual collateral attributes; | ||
| any rating changes by a rating agency; | ||
| current analysts evaluations; |
27
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| the payment structure of the debt security and the likelihood of the issuer being able to make payments; | ||
| current market conditions; | ||
| adverse conditions specifically related to the security, industry, or a geographic area; | ||
| the Groups intent to sell the debt security; | ||
| whether it is more-likely-than-not that the Group will be required to sell the debt security before its anticipated recovery; | ||
| and other qualitative factors that could support or not an other-than-temporary impairment. |
Any portion of a decline in value associated with credit loss is recognized in income with the
remaining noncredit-related component being recognized in other comprehensive income. A credit loss
is determined by assessing whether the amortized cost basis of the security will be recovered, by
comparing the present value of cash flows expected to be collected from the security, discounted at
the rate equal to the yield used to accrete current and prospective beneficial interest for the
security. The shortfall of the present value of the cash flows expected to be collected in relation
to the amortized cost basis is considered to be the credit loss.
Other-than-temporary impairment analysis is based on estimates that depend on market conditions and
are subject to further change over time. In addition, while the Group believes that the methodology
used to value these exposures is reasonable, the methodology is subject to continuing refinement,
including those made as a result of market developments. Consequently, it is reasonably possible
that changes in estimates or conditions could result in the need to recognize additional
other-than-temporary impairment charges in the future.
With regards to the structured credit investments with an unrealized loss position, the Group
performs a detailed analysis of other-than-temporary impairments, which is explained in the
following paragraphs. Other securities in an unrealized loss position at June 30, 2011 are mainly
composed of securities issued or backed by U.S. government agencies and U.S. government-sponsored
entities. These investments are primarily highly liquid securities that have a large and efficient
secondary market. Valuations are performed on a monthly basis. The Groups management believes that
the unrealized losses of such other securities at June 30, 2011, are temporary and are
substantially related to market interest rate fluctuations and not to deterioration in the
creditworthiness of the issuer or guarantor. At June 30, 2011, the Group does not have the intent
to sell these investments in unrealized loss position.
At June 30, 2011, the Groups portfolio of structured credit investments amounted to $61.7 million
(amortized cost) in the available-for-sale portfolio, with net unrealized losses of approximately
$16.0 million. The Groups structured credit investments portfolio consist of two types of
instruments: synthetic collateralized debt obligations (CDOs) and collateralized loan obligations
(CLOs).
The CLOs are collateralized mostly by senior secured (via first liens) middle market commercial
and industrial loans, which are securitized in the form of obligations. The Group invested in three
of such instruments in 2007, and as of June 30, 2011, such instruments have an aggregate amortized
cost of $36.2 million and unrealized losses of $7.9 million. These investments are all floating
rate notes, which reset quarterly based on the three-month LIBOR rate.
The determination of the credit loss assumption in the discounted cash flow analysis related to the
Groups structured credit investments is based on the underlying data for each type of security. In
the case of the CLOs, the determination of the future cash flows is based on the following factors:
| Identification of the estimated fair value of the contractual coupon of the loans underlying the CLO. This information is obtained directly from the trustees reports for each CLO security. | ||
| Calculation of the yield-to-maturity for each loan in the CLO, and determination of the interest rate spread (yield less the risk-free rate). | ||
| Estimated default probabilities for each loan in the CLO. These are based on the credit ratings for each company in the structure, and this information also is obtained directly from the trustees reports for each CLO security. The default probabilities are adjusted based on the credit rating assuming the highest default probabilities for the loans of those entities with the lowest credit ratings. In addition to determining the current default probabilities, estimates are developed to calculate the cumulative default probabilities in successive years. To establish the reasonability of the default estimates, market-implied default rates are compared to historical credit ratings-based default rates. | ||
| Once the default probabilities are estimated, the average numbers of defaults is calculated for the loans underlying each CLO security. In those cases where defaults are deemed to occur, a recovery rate is applied to the cash flow determination at the time in which the default is expected to occur. The recovery rate is based on average historical information for similar securities, as well as the actual recovery rates for defaults that have occurred within the pool of loans underlying the securities owned by the Group. |
28
Table of Contents
| One hundred simulations are carried out and run through a cash flow engine for the underlying pool of loans in each CLO security. Each one of the simulations uses different default estimates and forward yield curve assumptions. |
The three CLOs held by the Group have face values of $12 million, $10 million and $15 million. In
light of the other-than-temporary impairment analyses described below, the Group has determined
that it will recover all interest and principal invested in the CLOs.
The cash flow analysis performed by the Group for the $12 million CLO did not detect any scenario
where there was a principal impairment, and as such, the Group has not detected any chance of
impairment for the CLO. Moreover, on June 22, 2011, Moodys assigned a positive watch to its
Baa3 rating of such CLO, which was upgraded from Baa1 on September 9, 2010, and S&P has
maintained its A rating. In addition, the CLOs subordination level is 26.18%.
With respect to the $10.0 million CLO, the cash flow analysis performed by the Group also did not
detect any scenario where there was a principal impairment, and therefore, the Group has not
detected any chance of impairment for the CLO. On June 22, 2011, Moodys assigned a positive watch
to its A3 rating, and S&P has maintained its A rating. Also, the CLOs subordination level is
20.64%.
The cash flow analysis performed by the Group for the $15 million CLO detected that there was a
principal impairment in 23 out of 100 scenarios, with average losses of 7.5% and only one scenario
where the impairment amount is 100% of the Groups investment. As such, the Group has detected a
23% probability of impairment for the CLO. The level of projected losses can be explained by the
deterioration of macro-economic factors during the quarter ended June 30, 2011, as evidenced by the
Euro-zone sovereign debt crisis; high unemployment in the United States, combined with low wage
growth and a roughly 2% growth in GDP; and supply chain disruptions following the natural disaster
in Japan. There has also been a widening in the credit spreads of almost all the major investment
sectors (investment grade, high yield, CMBS, RMBS), including the type of loans that constitute the
collateral of this CLO. Nonetheless, this situation is viewed as temporary, with some tightening
credit spreads expected in the next periods. The Group has no specific concerns regarding the
performance of this CLO, which is strengthened by the fact that Moodys has put this deal on a
positive credit watch. Additionally, on June 22, 2011, Moodys assigned a positive watch to its
Baa3 rating, whereas on March 4, 2010, S&P lowered its rating from A- to BBB+, which is still
investment grade. There have been no other credit actions by S&P since then. Also, the CLOs
subordination level is 7.60%.
The Group estimates that it will recover all interest and principal for the Groups specific
tranches of these securities. This assessment is based on the cash flow analysis mentioned above in
which the credit quality of the Groups positions was evaluated through a determination of the
expected losses on the underlying collateral. The model results show that the estimated future
collateral losses, if any, are lower than the Groups subordination levels for each one of these
securities. Therefore, these securities are deemed to have sufficient credit support to absorb the
estimated collateral losses.
The Group owns a corporate bond that partially holds a synthetic CDO with an amortized cost of
$25.5 million and unrealized losses of $8.1 million as of June 30, 2011. Due to the nature of this
corporate bond, the Groups analysis focuses primarily on the CDO. The basis for the determination
of other-than-temporary impairments on this security consists on a series of analyses that include:
the ongoing review of the level of subordination (attachment and detachment) that the structure
maintains at each quarter end to determine the level of protection that remains after events of
default may affect any of the entities in the CDOs reference portfolio; simulations performed on
such reference portfolio to determine the probability of default by any of the remaining entities;
the review of the credit default spreads for each entity in the reference portfolio to monitor
their specific performance; and the constant monitoring of the CDOs credit rating.
As a result of the aforementioned analysis, the Group estimates that it will recover all interest
and principal invested in the bond. This is based on the results of the analysis mentioned above
which show that the subordination level (attachment/detachment) available under the structure of
the CDO is sufficient to allow the Group to recover the value of its investment.
As a result of the aforementioned analyses, no other-than-temporary losses were recorded during the
six-month period ended June 30, 2011.
29
Table of Contents
NOTE 4 PLEDGED ASSETS
At June 30, 2011, commercial loans and residential mortgage loans amounting to $24.3 million and
$577.5 million, respectively, were pledged to secure advances and borrowings from the Federal Home
Loan Bank (FHLB). Investment securities with fair values totaling $3.8 billion, $72.5 million and
$49.7 million at June 30, 2011, were pledged to secure securities sold under agreements to
repurchase, Puerto Rico public fund deposits and deposits of the Puerto Rico Cash & Money Market
Fund, respectively. Also, at June 30, 2011, investment securities with fair values totaling $32.3
million were pledged against interest rate swaps contracts, while others with fair values of $125
thousand were pledged as a bond for the Banks trust operations to the OCFI. At December 31, 2010,
residential mortgage loans amounting to $512.0 million were pledged to secure advances and
borrowings from the FHLB. Investment securities with fair values totaling $3.8 billion, $73.4
million, $19.1 million, and $47.5 million at December 31, 2010, were pledged to secure securities
sold under agreements to repurchase, Puerto Rico public fund deposits, Federal Reserve Bank of New
York advances, and deposits of the Puerto Rico Cash & Money Market Fund, respectively. Also, at
December 31, 2010, investment securities with fair values totaling $9.9 million were pledged
against interest rate swaps contracts, while others with fair values of $124 thousand were pledged
as a bond for the Banks trust operations to the OCFI.
As of June 30, 2011, and December 31, 2010, investment securities available-for-sale not pledged
amounted to $492.7 million and $422.1 million, respectively. As of June 30, 2011, and December 31,
2010, mortgage loans not pledged amounted to $462.5 million and $394.4 million, respectively. As of
June 30, 2011, commercial loans not pledged amounted to $586.0 million; there were no commercial
loans pledged as of December 31, 2010.
30
Table of Contents
NOTE 5 LOANS RECEIVABLE AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Loans Receivable Composition
The composition of the Groups loan portfolio at June 30, 2011 and December 31, 2010 was as
follows:
June 30, 2011 | December 31, 2010 | |||||||
(In thousands) | ||||||||
Loans non-covered under shared-loss agreements with FDIC: |
||||||||
Loans secured by real estate: |
||||||||
Residential - 1 to 4 family |
$ | 826,758 | $ | 847,402 | ||||
Home equity loans, secured personal loans and others |
23,085 | 25,080 | ||||||
Commercial |
228,540 | 210,530 | ||||||
Deferred loan fees, net |
(4,428 | ) | (3,931 | ) | ||||
1,073,955 | 1,079,081 | |||||||
Other loans: |
||||||||
Commercial |
36,422 | 24,462 | ||||||
Personal consumer loans and credit lines |
37,560 | 35,942 | ||||||
Leasing |
17,104 | 10,257 | ||||||
Deferred loan fees, net |
(352 | ) | (423 | ) | ||||
90,734 | 70,238 | |||||||
Loans receivable |
1,164,689 | 1,149,319 | ||||||
Allowance for loan and lease losses |
(34,229 | ) | (31,430 | ) | ||||
Loans receivable, net |
1,130,460 | 1,117,889 | ||||||
Mortgage loans held-for-sale |
34,246 | 33,979 | ||||||
Total loans non-covered under shared-loss agreements with FDIC, net |
1,164,706 | 1,151,868 | ||||||
Loans covered under shared-loss agreements with FDIC: |
||||||||
Loans secured by 1-4 family residential properties |
160,362 | 166,865 | ||||||
Construction and development secured by 1-4 family residential properties |
14,688 | 17,232 | ||||||
Commercial and other construction |
345,349 | 388,261 | ||||||
Leasing |
58,290 | 79,093 | ||||||
Consumer |
16,890 | 18,546 | ||||||
Total loans covered under shared-loss agreements with FDIC |
595,579 | 669,997 | ||||||
Allowance for loan and lease losses on covered loans |
(53,036 | ) | (49,286 | ) | ||||
Total loans covered under shared-loss agreements with FDIC, net |
542,543 | 620,711 | ||||||
Total loans receivable, net |
$ | 1,707,249 | $ | 1,772,579 | ||||
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Table of Contents
The following table presents the aging of the recorded investment in gross loans as of June 30,
2011 and December 31, 2010 by class of loans:
30-59 Days | 60-89 Days | 90+ Days Past | ||||||||||||||||||||||
Past Due | Past Due | Due | Total Past Due | Current | Total Loans | |||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||||||
Loans not covered under shared-loss agreements with the FDIC: |
||||||||||||||||||||||||
Mortgage |
||||||||||||||||||||||||
Residential |
||||||||||||||||||||||||
Traditional |
$ | 21,582 | $ | 10,110 | $ | 71,442 | $ | 103,134 | $ | 613,292 | $ | 716,426 | ||||||||||||
Non-traditional |
2,165 | 132 | 11,364 | 13,661 | 60,836 | 74,497 | ||||||||||||||||||
Loss mitigation program |
3,888 | 1,407 | 10,931 | 16,226 | 42,639 | 58,865 | ||||||||||||||||||
27,635 | 11,649 | 93,737 | 133,021 | 716,767 | 849,788 | |||||||||||||||||||
Home equity loans, secured personal loans |
146 | | 333 | 479 | 1,096 | 1,575 | ||||||||||||||||||
Other |
| | 55 | 55 | | 55 | ||||||||||||||||||
27,781 | 11,649 | 94,125 | 133,555 | 717,863 | 851,418 | |||||||||||||||||||
Commercial |
2,594 | 6,270 | 22,820 | 31,684 | 233,278 | 264,962 | ||||||||||||||||||
Consumer |
||||||||||||||||||||||||
Personal consumer loans and credit lines secured |
29 | 62 | | 91 | 6,552 | 6,643 | ||||||||||||||||||
Personal consumer loans and credit lines unsecured |
221 | 77 | 201 | 499 | 18,934 | 19,433 | ||||||||||||||||||
Credit cards |
241 | 157 | 230 | 628 | 3,982 | 4,610 | ||||||||||||||||||
Overdrafts |
10 | 5 | 1 | 16 | 5,283 | 5,299 | ||||||||||||||||||
501 | 301 | 432 | 1,234 | 34,751 | 35,985 | |||||||||||||||||||
Leasing |
425 | 36 | 130 | 591 | 16,513 | 17,104 | ||||||||||||||||||
Total loans not covered under shared-loss agreements with the FDIC |
$ | 31,301 | $ | 18,256 | $ | 117,507 | $ | 167,064 | $ | 1,002,405 | $ | 1,169,469 | ||||||||||||
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Loans 90+ | ||||||||||||||||||||||||||||
Days Past Due | ||||||||||||||||||||||||||||
30-59 Days | 60-89 Days | 90+ Days | Total Past | and Still | ||||||||||||||||||||||||
Past Due | Past Due | Past Due | Due | Current | Total Loans | Accruing | ||||||||||||||||||||||
December 31, 2010: |
||||||||||||||||||||||||||||
Loans not covered under shared-loss agreements with the FDIC: |
||||||||||||||||||||||||||||
Mortgage |
||||||||||||||||||||||||||||
Residential |
||||||||||||||||||||||||||||
Traditional |
$ | 22,093 | $ | 9,414 | $ | 76,604 | $ | 108,111 | $ | 638,158 | $ | 746,269 | $ | 37,850 | ||||||||||||||
Non-traditional |
837 | 845 | 12,016 | 13,698 | 66,056 | 79,754 | 4,953 | |||||||||||||||||||||
Loss mitigation program |
2,528 | 1,043 | 9,336 | 12,907 | 33,497 | 46,404 | 6,060 | |||||||||||||||||||||
25,458 | 11,302 | 97,956 | 134,716 | 737,711 | 872,427 | 48,863 | ||||||||||||||||||||||
Home equity loans, secured personal loans |
149 | | 340 | 489 | 961 | 1,450 | | |||||||||||||||||||||
Other |
| | 55 | 55 | | 55 | | |||||||||||||||||||||
25,607 | 11,302 | 98,351 | 135,260 | 738,672 | 873,932 | 48,863 | ||||||||||||||||||||||
Commercial |
1,123 | 9,367 | 13,390 | 23,880 | 210,396 | 234,276 | | |||||||||||||||||||||
Consumer |
||||||||||||||||||||||||||||
Personal consumer loans and credit lines secured |
23 | | | 23 | 4,853 | 4,876 | | |||||||||||||||||||||
Personal consumer loans and credit lines unsecured |
419 | 207 | 136 | 762 | 17,576 | 18,338 | | |||||||||||||||||||||
Credit cards |
262 | 173 | 285 | 720 | 3,650 | 4,370 | | |||||||||||||||||||||
Overdrafts |
| | | | 7,624 | 7,624 | | |||||||||||||||||||||
704 | 380 | 421 | 1,505 | 33,703 | 35,208 | | ||||||||||||||||||||||
Leasing |
| 79 | 35 | 114 | 10,143 | 10,257 | | |||||||||||||||||||||
Total loans not covered under shared-loss agreements with the FDIC |
$ | 27,434 | $ | 21,128 | $ | 112,197 | $ | 160,759 | $ | 992,914 | $ | 1,153,673 | $ | 48,863 | ||||||||||||||
Non-covered Loans
The Groups credit activities are mainly with customers located in Puerto Rico. The Groups loan
transactions are encompassed within four main categories: mortgage, commercial, consumer and
leases.
At June 30, 2011 and December 31, 2010, the Group had $129.7 million and $73.6 million,
respectively, of non-accrual non-covered loans including credit cards accounted under ASC 310-20.
At June 30, 2011 and December 31, 2010, loans of which terms have been extended that are not
included in non-performing assets amounted to $45.3 million and $35.0 million, respectively. The
covered loans that may have been classified as non-performing loans by the acquired banks are no
longer classified as non-performing because these loans are accounted for on a pooled basis.
Up to March 31, 2011, residential mortgage loans, well collateralized and in process of collection,
were placed on non-accrual status when reaching 365 days past due. On April 1, 2011 the Bank
changed on a prospective basis its policy, to place on non-accrual status residential mortgage
loans well collateralized and in process of collection when reaching 90 days past due. All loans
that were between 90 and 365 days past due at the time of changing the policy were also placed on
non-accrual status, and the interest receivable on such loans at the time of changing the policy is
evaluated at least on a quarterly basis against the collateral underlying the loans, and
written-down, if necessary. This change in policy was considered necessary based on an observed
increasing trend in delinquencies and current economic conditions in
Puerto Rico. Therefore, all loans 90 days or more past due at June
30, 2011 are in non-accrual status. On April 1, 2011, mortgage loans
between 90 and 365 days past due that were placed in non-accrued
status amounted to $39.8 million.
The Group recorded a $1.8 million
negative adjustment to interest income from non-covered residential
mortgage loans as certain interest receivable accrued in prior years
was deemed to be uncollectible, which represents a decrease of $0.04
and $0.03 in earnings per common share for the quarter and six-month
period ended June 30, 2011, respectively.
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The following table presents the recorded investment in non-covered loans on non-accrual status by
class of loans as of June 30, 2011 and December 31, 2010:
Non-accrual | ||||||||
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Mortgage |
||||||||
Residential |
||||||||
Traditional |
$ | 71,442 | $ | 38,754 | ||||
Non-traditional |
11,364 | 7,063 | ||||||
Loss mitigation program |
10,931 | 3,276 | ||||||
93,737 | 49,093 | |||||||
Home equity loans, secured personal loans |
333 | 340 | ||||||
Other |
55 | 55 | ||||||
94,125 | 49,488 | |||||||
Commercial |
35,061 | 23,619 | ||||||
Consumer |
||||||||
Personal consumer loans and credit lines unsecured |
202 | 136 | ||||||
Credit cards |
230 | 285 | ||||||
432 | 421 | |||||||
Leasing |
130 | 35 | ||||||
Total |
$ | 129,748 | $ | 73,563 | ||||
Credit Quality Indicators
The Group categorizes non-covered loans into risk categories based on relevant information about
the ability of borrowers to service their debt such as: economic conditions, portfolio risk
characteristics, prior loss experience, and results of periodic credit reviews of individual loans.
Larger commercial loans that exhibit potential or observed credit weaknesses are subject to
individual review and grading. Where appropriate, allowances are allocated to individual loans
based on managements estimate of the borrowers ability to repay the loan given the availability
of collateral, other sources of cash flow and legal options available to the Group.
Included in the review of individual loans are those that are impaired. A loan is considered
impaired when, based on current information and events, it is probable that the Group will be
unable to collect the scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement. Impaired loans are measured based on the present value of
expected future cash flows discounted at the loans effective interest rate, or as a practical
expedient, at the observable market price of the loan or the fair value of the collateral, if the
loan is collateral dependent. Loans are individually evaluated for impairment, except large groups
of small balance homogeneous loans that are collectively evaluated for impairment, and loans that
are recorded at fair value or at the lower of cost or fair value. The Group measures for impairment
all commercial loans over $250 thousand and over 90-days past-due. The portfolios of loans secured
by residential properties, leases and consumer loans are considered homogeneous, and are
evaluated collectively for impairment.
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Table of Contents
The Group uses the following definitions for risk ratings:
Special Mention: Loans classified as special mention have a potential weakness that deserves
managements close attention. If left uncorrected, these potential weaknesses may result in
deterioration of the repayment prospects for the loan or of the institutions credit position at
some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth
and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have
a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are
characterized by the distinct possibility that the institution will sustain some loss if the
deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as
substandard, with the added characteristic that the weaknesses make collection or liquidation in
full, on the basis of currently existing facts, conditions, and values, questionable and
improbable.
ASC 310-10-35: Loans that are individually measured for impairment.
Loans not meeting the criteria above that are analyzed individually as part of the above described
process are considered to be pass rated loans. As of June 30, 2011 and December 31, 2010, and based
on the most recent analysis performed, the risk category of gross non-covered loans subject to risk
rating, by class of loans, is as follows:
Balance | ||||||||||||||||||||||||
Outstanding at | Risk Ratings | |||||||||||||||||||||||
June 30, 2011 | Pass | Special Mention | Substandard | Doubtful | ASC 310-10-35 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Commercial |
$ | 264,962 | $ | 199,529 | $ | 20,970 | $ | 7,345 | $ | 257 | $ | 36,861 | ||||||||||||
Balance | ||||||||||||||||||||||||
Outstanding at | Risk Ratings | |||||||||||||||||||||||
December 31, 2010 | Pass | Special Mention | Substandard | Doubtful | ASC 310-10-35 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Commercial |
$ | 234,276 | $ | 188,281 | $ | 5,908 | $ | 14,046 | $ | 143 | $ | 25,898 | ||||||||||||
35
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For residential and consumer loan classes, the Group also evaluates credit quality based on the
delinquency status of the loan, which was previously presented. As of June 30, 2011 and December
31, 2010, and based on the most recent analysis performed, the risk category of gross non-covered
loans not subject to risk rating, by class of loans, is as follows:
Balance | ||||||||||||||||||||||||||||||||
Outstanding at | Delinquency | |||||||||||||||||||||||||||||||
June 30, 2011 | 0-29 days | 30-59 days | 60-89 days | 90-119 days | 120-364 days | 365+ days | ASC 310-10-35 | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
Mortgage |
||||||||||||||||||||||||||||||||
Traditional |
$ | 716,426 | $ | 613,293 | $ | 21,582 | $ | 10,110 | $ | 6,401 | $ | 23,434 | $ | 41,606 | $ | | ||||||||||||||||
Non-traditional |
74,497 | 60,836 | 2,165 | 132 | 1,002 | 2,617 | 7,745 | | ||||||||||||||||||||||||
Loss mitigation program |
58,865 | 8,413 | 462 | 431 | 637 | 813 | 2,899 | 45,210 | ||||||||||||||||||||||||
849,788 | 682,542 | 24,209 | 10,673 | 8,040 | 26,864 | 52,250 | 45,210 | |||||||||||||||||||||||||
Home equity loans, secured personal loans |
1,575 | 1,096 | 146 | | | | 333 | | ||||||||||||||||||||||||
Other |
55 | | | | | | 55 | | ||||||||||||||||||||||||
851,418 | 683,638 | 24,355 | 10,673 | 8,040 | 26,864 | 52,638 | 45,210 | |||||||||||||||||||||||||
Consumer |
35,985 | 34,751 | 501 | 301 | 199 | 233 | | | ||||||||||||||||||||||||
Leasing |
17,104 | 16,513 | 425 | 36 | 94 | 36 | | | ||||||||||||||||||||||||
Total |
$ | 904,507 | $ | 734,902 | $ | 25,281 | $ | 11,010 | $ | 8,333 | $ | 27,133 | $ | 52,638 | $ | 45,210 | ||||||||||||||||
Balance | ||||||||||||||||||||||||||||||||
Outstanding at | Delinquency | |||||||||||||||||||||||||||||||
December 31, 2010 | 0-29 days | 30-59 days | 60-89 days | 90-119 days | 120-364 days | 365+ days | ASC 310-10-35 | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
Mortgage |
||||||||||||||||||||||||||||||||
Traditional |
$ | 746,269 | $ | 638,158 | $ | 22,093 | $ | 9,414 | $ | 5,560 | $ | 32,291 | $ | 38,753 | $ | | ||||||||||||||||
Non-traditional |
79,754 | 66,056 | 837 | 845 | 1,012 | 3,941 | 7,063 | | ||||||||||||||||||||||||
Loss mitigation program |
46,404 | 4,167 | 2,528 | 1,043 | | 2,064 | 2,553 | 34,049 | ||||||||||||||||||||||||
872,427 | 708,381 | 25,458 | 11,302 | 6,572 | 38,296 | 48,369 | 34,049 | |||||||||||||||||||||||||
Home equity loans, secured personal loans |
1,450 | 961 | 149 | | | | 340 | | ||||||||||||||||||||||||
Other |
55 | | | | | | 55 | | ||||||||||||||||||||||||
873,932 | 709,342 | 25,607 | 11,302 | 6,572 | 38,296 | 48,764 | 34,049 | |||||||||||||||||||||||||
Consumer |
35,178 | 32,733 | 704 | 380 | 1,129 | 232 | | | ||||||||||||||||||||||||
Leasing |
10,257 | 10,143 | | 79 | 8 | 27 | | | ||||||||||||||||||||||||
Total |
$ | 919,367 | $ | 752,218 | $ | 26,311 | $ | 11,761 | $ | 7,709 | $ | 38,555 | $ | 48,764 | $ | 34,049 | ||||||||||||||||
For covered loans, the Group also evaluates credit quality based on the delinquency status of the
loan, comparing information from acquisition date through June 30, 2011.
The Group also evaluates covered loans using severity factors. From the acquisition date through
June 30, 2011, there have been no significant adverse changes from those originally estimated that
would cause changes to the initial loss severity factors estimated for these loans. The majority of
covered loans are secured by existing commercial real estate properties. There have been no recent
adverse experiences, different to the originally estimated, that would require a change in the
expectation on collateral values, and the corresponding assumptions.
36
Table of Contents
Allowance for Loan and Lease Losses
Non-Covered Loans
The Group maintains an allowance for loan and lease losses at a level that management considers
adequate to provide for probable losses based upon an evaluation of known and inherent risks. The
Groups allowance for loan and lease losses policy provides for a detailed quarterly analysis of
probable losses. The analysis includes a review of historical loan loss experience, value of
underlying collateral, current economic conditions, financial condition of borrowers and other
pertinent factors. While management uses available information in estimating probable loan losses,
future additions to the allowance may be required based on factors beyond the Groups control.
The following table presents the changes and the balance in the allowance for loan and lease losses
and the recorded investment in gross loans by portfolio segment and based on impairment method for
the quarters and six-month periods ended June 30, 2011 and 2010:
Mortgage | Commercial | Consumer | Leasing | Unallocated | Total | |||||||||||||||||||
Quarter Ended June 30, 2011 |
||||||||||||||||||||||||
Allowance for loan and lease losses for non-covered loans: |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 17,865 | $ | 12,007 | $ | 1,885 | $ | 959 | $ | 11 | $ | 32,727 | ||||||||||||
Charge-offs |
(1,268 | ) | (729 | ) | (345 | ) | (31 | ) | | (2,373 | ) | |||||||||||||
Recoveries |
| 16 | 58 | 1 | | 75 | ||||||||||||||||||
Provision for non-covered loan and lease losses |
1,173 | 2,506 | (78 | ) | (61 | ) | 260 | 3,800 | ||||||||||||||||
Balance at end of period |
$ | 17,770 | $ | 13,800 | $ | 1,520 | $ | 868 | $ | 271 | $ | 34,229 | ||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 2,933 | $ | 1,217 | $ | | $ | | $ | | $ | 4,150 | ||||||||||||
Collectively evaluated for impairment |
14,837 | 12,583 | 1,520 | 868 | 271 | 30,079 | ||||||||||||||||||
Total ending allowance balance |
$ | 17,770 | $ | 13,800 | $ | 1,520 | $ | 868 | $ | 271 | $ | 34,229 | ||||||||||||
Loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 45,210 | $ | 36,861 | $ | | $ | | $ | | $ | 82,071 | ||||||||||||
Collectively evaluated for impairment |
806,208 | 228,101 | 35,985 | 17,104 | | 1,087,398 | ||||||||||||||||||
Total ending non-covered loans balance |
$ | 851,418 | $ | 264,962 | $ | 35,985 | $ | 17,104 | $ | | $ | 1,169,469 | ||||||||||||
37
Table of Contents
Mortgage | Commercial | Consumer | Leasing | Unallocated | Total | |||||||||||||||||||
Quarter Ended June 30, 2010 |
||||||||||||||||||||||||
Allowance for loan and lease losses for non-covered loans: |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 17,789 | $ | 6,312 | $ | 678 | $ | | $ | 1,198 | $ | 25,977 | ||||||||||||
Charge-offs |
(1,343 | ) | (391 | ) | (481 | ) | | | (2,215 | ) | ||||||||||||||
Recoveries |
76 | 11 | 53 | | | 140 | ||||||||||||||||||
Provision for non-covered loan and lease losses |
2,715 | 380 | 566 | 99 | 340 | 4,100 | ||||||||||||||||||
Balance at end of period |
$ | 19,237 | $ | 6,312 | $ | 816 | $ | 99 | $ | 1,538 | $ | 28,002 | ||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 700 | $ | 2,304 | $ | | $ | | $ | | 3,005 | |||||||||||||
Collectively evaluated for impairment |
18,536 | 4,008 | 816 | 99 | 1,538 | 24,997 | ||||||||||||||||||
Total ending allowance balance |
$ | 19,237 | $ | 6,312 | $ | 816 | $ | 99 | $ | 1,538 | $ | 28,002 | ||||||||||||
Loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 10,318 | $ | 22,853 | $ | | $ | | $ | | $ | 33,171 | ||||||||||||
Collectively evaluated for impairment |
890,038 | 185,249 | 27,642 | 1,451 | | 1,104,380 | ||||||||||||||||||
Total ending non-covered loans balance |
$ | 900,356 | $ | 208,102 | $ | 27,642 | $ | 1,451 | $ | | $ | 1,137,551 | ||||||||||||
Mortgage | Commercial | Consumer | Leasing | Unallocated | Total | |||||||||||||||||||
Six-Month Period Ended June 30, 2011 |
||||||||||||||||||||||||
Allowance for loan and lease losses for non-covered loans: |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 16,179 | $ | 11,153 | $ | 2,286 | $ | 860 | $ | 952 | $ | 31,430 | ||||||||||||
Charge-offs |
(3,088 | ) | (1,038 | ) | (792 | ) | (92 | ) | | (5,010 | ) | |||||||||||||
Recoveries |
45 | 53 | 111 | 1 | | 209 | ||||||||||||||||||
Provision for non-covered loan and lease losses |
4,635 | 3,633 | (84 | ) | 98 | (681 | ) | 7,600 | ||||||||||||||||
Balance at end of period |
$ | 17,770 | $ | 13,801 | $ | 1,520 | $ | 868 | $ | 271 | $ | 34,229 | ||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 2,933 | $ | 1,217 | $ | | $ | | $ | | 4,150 | |||||||||||||
Collectively evaluated for impairment |
14,837 | 12,584 | 1,520 | 868 | 271 | 30,079 | ||||||||||||||||||
Total ending allowance balance |
$ | 17,770 | $ | 13,801 | $ | 1,520 | $ | 868 | $ | 271 | $ | 34,229 | ||||||||||||
Loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 45,210 | $ | 36,862 | $ | | $ | | $ | | $ | 82,072 | ||||||||||||
Collectively evaluated for impairment |
806,208 | 228,101 | 35,985 | 17,104 | | 1,087,397 | ||||||||||||||||||
Total ending non-covered loans balance |
$ | 851,418 | $ | 264,962 | $ | 35,985 | $ | 17,104 | $ | | $ | 1,169,469 | ||||||||||||
38
Table of Contents
Mortgage | Commercial | Consumer | Leasing | Unallocated | Total | |||||||||||||||||||
Six-Month Period Ended June 30, 2010 |
||||||||||||||||||||||||
Allowance for loan and lease losses for non-covered loans: |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 15,044 | $ | 7,112 | $ | 864 | $ | | $ | 252 | $ | 23,272 | ||||||||||||
Charge-offs |
(2,439 | ) | (500 | ) | (668 | ) | | | (3,607 | ) | ||||||||||||||
Recoveries |
76 | 22 | 124 | | | 222 | ||||||||||||||||||
Provision for non-covered loan and lease losses |
6,556 | (322 | ) | 496 | 99 | 1,286 | 8,115 | |||||||||||||||||
Balance at end of period |
$ | 19,237 | $ | 6,312 | $ | 816 | $ | 99 | $ | 1,538 | $ | 28,002 | ||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 700 | $ | 2,304 | $ | | $ | | $ | | 3,004 | |||||||||||||
Collectively evaluated for impairment |
18,537 | 4,008 | 816 | 99 | 1,538 | 24,998 | ||||||||||||||||||
Total ending allowance balance |
$ | 19,237 | $ | 6,312 | $ | 816 | $ | 99 | $ | 1,538 | $ | 28,002 | ||||||||||||
Loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 10,318 | $ | 22,853 | $ | | $ | | $ | | $ | 33,171 | ||||||||||||
Collectively evaluated for impairment |
890,038 | 185,249 | 27,642 | 1,451 | | 1,104,380 | ||||||||||||||||||
Total ending non-covered loans balance |
$ | 900,356 | $ | 208,102 | $ | 27,642 | $ | 1,451 | $ | | $ | 1,137,551 | ||||||||||||
The Group evaluates all loans, some individually and others as homogeneous groups, for purposes of
determining impairment. The total investment in impaired commercial loans was $36.9 million and
$25.9 million at June 30, 2011 and December 31, 2010, respectively. The impaired commercial loans
were measured based on the fair value of collateral. The valuation allowance for impaired
commercial loans amounted to approximately $1.2 million and $823 thousand at June 30, 2011 and
December 31, 2010, respectively. At June 30, 2011, the total investment in impaired mortgage loans
was $45.2 million (December 31, 2010 $34.0 million). Impairment on mortgage loans assessed as
troubled debt restructuring was measured using the present value of cash flows. The valuation
allowance for impaired mortgage loans amounted to approximately $2.9 million and $2.3 million at
June 30, 2011 and December 31, 2010, respectively.
39
Table of Contents
The Groups recorded investment in commercial and mortgage loans that were individually
evaluated for impairment, excluding FDIC covered loans, and the related allowance for loan and
lease losses at June 30, 2011 and December 31, 2010 are as follows:
June 30, 2011 | ||||||||||||||||||||
Average | ||||||||||||||||||||
Unpaid | Recorded | Specific | Recorded | |||||||||||||||||
Principal | Investment | Allowance | Coverage | Investment | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Impaired loans with specific allowance |
||||||||||||||||||||
Commercial |
$ | 17,148 | $ | 17,079 | $ | 1,217 | 7 | % | $ | 15,639 | ||||||||||
Residential troubled debt restructuring |
45,592 | 45,210 | 2,933 | 6 | % | 36,193 | ||||||||||||||
Impaired loans with no specific allowance |
||||||||||||||||||||
Commercial |
22,132 | 19,782 | | 0 | % | 13,822 | ||||||||||||||
Total investment in impaired loans |
$ | 84,872 | $ | 82,071 | $ | 4,150 | 5 | % | $ | 65,654 | ||||||||||
December 31, 2010 | ||||||||||||||||||||
Average | ||||||||||||||||||||
Unpaid | Recorded | Specific | Recorded | |||||||||||||||||
Principal | Investment | Allowance | Coverage | Investment | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Impaired loans with specific allowance |
||||||||||||||||||||
Commercial |
$ | 11,948 | $ | 10,070 | $ | 823 | 8 | % | $ | 10,622 | ||||||||||
Residential troubled debt restructuring |
34,049 | 34,049 | 2,250 | 7 | % | 16,977 | ||||||||||||||
Impaired loans with no specific allowance |
||||||||||||||||||||
Commercial |
15,828 | 15,828 | | 0 | % | 11,472 | ||||||||||||||
Total investment in impaired loans |
$ | 61,825 | $ | 59,947 | $ | 3,073 | 5 | % | $ | 39,071 | ||||||||||
The following table presents the interest recognized in commercial and mortgage loans that
were individually evaluated for impairment, excluding FDIC covered loans for the quarters and
six-month periods ended June 30, 2011 and 2010:
Interest Income Recognized | ||||||||||||||||
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Impaired loans with specific allowance |
||||||||||||||||
Commercial |
$ | 338 | $ | 102 | $ | 482 | $ | 210 | ||||||||
Residential troubled debt restructuring |
338 | 52 | 677 | 105 | ||||||||||||
Impaired loans with no specific allowance |
||||||||||||||||
Commercial |
319 | 174 | 516 | 272 | ||||||||||||
Total interest income from impaired loans |
$ | 995 | $ | 328 | $ | 1,675 | $ | 587 | ||||||||
40
Table of Contents
Covered Loans under ASC 310-30
The Groups acquired loans under the FDIC-assisted acquisition of Eurobank were initially recorded
at fair value, and no separate valuation allowance was recorded at the date of acquisition. The
Group is required to review each loan at acquisition to determine if it should be accounted for
under ASC 310-30 and, if so, determines whether each loan is to be accounted for individually or
whether loans will be aggregated into pools of loans based on common risk characteristics. The
Group has performed its analysis of the loans to be accounted for as impaired under ASC 310-30
(Impaired Loans in the tables below). For the loans acquired at a discount in the FDIC-assisted
acquisition that are not within the scope of ASC 310-30 (Non-Impaired Loans in the tables below),
the Group followed the income recognition and disclosure guidance in ASC 310-30. During the
evaluation of whether a loan was considered impaired under ASC 310-30, the Group considered a
number of factors, including the delinquency status of the loan, payment options and other loan
features (i.e. reduced documentation, interest only, or negative amortization features), the
geographic location of the borrower or collateral and the risk rating assigned to the loans. Based
on the criteria, the Group considered the entire Eurobank portfolio, except for credit cards, to be
impaired and accounted for under ASC 310-30. Credit cards were accounted under ASC 310-20.
To the extent credit deterioration occurs in covered loans after the date of acquisition, the Group
would record an allowance for loan and lease losses. Also, the Group would record an increase in
the FDIC loss-share indemnification asset for the expected reimbursement from the FDIC under the
shared-loss agreements. There have been differences, both positive
and negative, between actual and expected cash flows in several pools of loans acquired in the FDIC-assisted
acquisition. In the aggregate, actual cash
flows for the pools acquired have exceeded the expected cash flows by
approximately $22 million. At June 30, 2011, the Group
concluded that certain pools reflect a higher than expected credit deterioration and as such has
recorded impairment on the pools impacted. In addition, for other pools, positive deviations have
been also assessed and reversals of previous impairments have been recorded as well as additions to
accretable discount at June 30, 2011. In the event that in future periods the positive trend
continues, there may be further additions to the accretable discount which will increase the yield
on the pools that have positive deviations between actual and expected cash flows.
The carrying amounts of these loans included in the balance sheet amounts of total loans at June
30, 2011 and December 31, 2010 are as follows:
Total Loans Acquired | ||||||||
June 30, 2011 | December 31, 2010 | |||||||
(In thousands) | ||||||||
Contractual balance |
$ | 1,268,238 | $ | 1,370,942 | ||||
Carrying amount, net |
$ | 542,543 | $ | 620,711 | ||||
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Table of Contents
The following tables describe the accretable yield and non-accretable discount activity for
the quarter and six-month period ended June 30, 2011:
Quarter Ended | Six-Month Period Ended | |||||||
June 30, 2011 | June 30, 2011 | |||||||
Accretable Yield Activity | (In thousands) | |||||||
Balance at beginning of period |
$ | (130,533 | ) | $ | (148,556 | ) | ||
Accretion |
13,060 | 27,285 | ||||||
Transfer to non-accretable discount |
1,753 | 5,845 | ||||||
Other
recoveries |
(2 | ) | (296 | ) | ||||
Balance at June 30, 2011 |
$ | (115,722 | ) | $ | (115,722 | ) | ||
Quarter Ended | Six-Month Period Ended | |||||||
June 30, 2011 | June 30, 2011 | |||||||
Non-Accretable Discount Activity | (In thousands) | |||||||
Balance at beginning of period |
$ | (564,230 | ) | $ | (603,296 | ) | ||
Principal losses |
8,043 | 50,907 | ||||||
Transfer from accretable discount |
(1,753 | ) | (5,845 | ) | ||||
Other
recoveries |
2 | 296 | ||||||
Balance at June 30, 2011 |
$ | (557,938 | ) | $ | (557,938 | ) | ||
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The Groups recorded investment in covered loan pools that were evaluated for impairment and
the related allowance for covered loan and lease losses as of June 30, 2011 and the December 31,
2010 are as follows:
June 30, 2011 | ||||||||||||||||||||
Average | ||||||||||||||||||||
Unpaid | Recorded | Specific | Recorded | |||||||||||||||||
Principal | Investment | Allowance | Coverage | Investment | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Covered Loans |
||||||||||||||||||||
Impaired covered loans with specific allowance |
||||||||||||||||||||
Loans secured by 1-4 family residential properties |
$ | 40,359 | $ | 26,869 | $ | 3,914 | 15 | % | $ | 33,085 | ||||||||||
Construction and development secured by 1-4
family residential properties |
54,916 | 10,980 | 1,670 | 15 | % | 11,542 | ||||||||||||||
Commercial and other construction |
612,827 | 293,263 | 44,819 | 15 | % | 308,458 | ||||||||||||||
Consumer |
24,148 | 15,723 | 2,633 | 17 | % | 16,792 | ||||||||||||||
Total investment in impaired covered loans |
$ | 732,250 | $ | 346,835 | $ | 53,036 | 15 | % | $ | 369,877 | ||||||||||
December 31, 2010 | ||||||||||||||||||||
Average | ||||||||||||||||||||
Unpaid | Recorded | Specific | Recorded | |||||||||||||||||
Principal | Investment | Allowance | Coverage | Investment | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Covered Loans |
||||||||||||||||||||
Impaired covered loans with specific allowance |
||||||||||||||||||||
Loans secured by 1-4 family residential properties |
$ | 64,366 | $ | 38,885 | $ | 3,582 | 9 | % | $ | 38,667 | ||||||||||
Construction and development secured by 1-4 family residential properties |
55,524 | 11,828 | 1,939 | 16 | % | 12,541 | ||||||||||||||
Commercial and other construction |
637,044 | 318,404 | 43,765 | 14 | % | 324,946 | ||||||||||||||
Total investment in impaired covered loans |
$ | 756,934 | $ | 369,117 | $ | 49,286 | 13 | % | $ | 376,154 | ||||||||||
Loans accounted for under ASC 310-30 are generally considered accruing and performing loans as
the loans accrete interest income over the estimated life of the loan when cash flows are
reasonably estimable. Accordingly, acquired impaired loans that are contractually past due are
still considered to be accruing and performing loans. If the timing and amount of cash flows is not
reasonably estimable, the loans may be classified as nonaccrual loans and cash payments received
are recognized as interest income on a cash basis or as a reduction of the principal amount
outstanding.
As a result of impairment on various pools of covered loans, the changes in the allowance for loan
and lease losses on covered loans for the six-month period ended June 30, 2011 was as follows:
Six-Month Period Ended | ||||
June 30, 2011 | ||||
Balance at beginning of the period |
$ | 49,286 | ||
Provision for covered loan and lease losses, net |
549 | |||
FDIC loss-share portion of provision for covered loan and lease
losses |
3,201 | |||
Balance at end of the period |
$ | 53,036 | ||
No provision for covered loans was deemed necessary during the quarter ended June 30, 2011. No
allowance for loan and lease losses on covered loans was recorded for the quarter and six-month
period ended June 30, 2010.
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NOTE 6 SERVICING ASSETS
The Group periodically sells or securitizes mortgage loans while retaining the obligation to
perform the servicing of such loans. In addition, the Group may purchase or assume the right to
service leases and mortgage loans originated by others. Whenever the Group undertakes an obligation
to service a loan or lease, management assesses whether a servicing asset and/or liability should
be recognized. A servicing asset is recognized whenever the compensation for servicing is expected
to more than adequately compensate the Group for servicing the loans and leases. Likewise, a
servicing liability would be recognized in the event that servicing fees to be received are not
expected to adequately compensate the Group for its expected cost.
All separately recognized servicing assets are recognized at fair value using the fair value
measurement method. Under the fair value measurement method, the Group measures servicing rights at
fair value at each reporting date and reports changes in fair value of servicing assets in earnings
in the period in which the changes occur, and includes these changes, if any, with mortgage banking
activities in the unaudited consolidated statements of operations. The fair value of servicing
rights is subject to fluctuations as a result of changes in estimated and actual prepayment speeds
and default rates and losses.
The fair value of servicing rights is estimated by using a cash flow valuation model which
calculates the present value of estimated future net servicing cash flows, taking into
consideration actual and expected loan prepayment rates, discount rates, servicing costs, and other
economic factors, which are determined based on current market conditions.
At June 30, 2011, servicing assets are composed of $9.4 million ($8.9 million December 31, 2010)
related to residential mortgage loans and $432 thousand of leasing servicing assets acquired in the
FDIC-assisted acquisition on April 30, 2010.
The following table presents the changes in servicing rights measured using the fair value method
for the quarters and six-month periods ended June 30, 2011 and 2010:
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Fair value at beginning of period |
$ | 9,963 | $ | 7,569 | $ | 9,695 | $ | 7,120 | ||||||||
Acquisition of leasing servicing asset from FDIC-assisted
acquisition |
| 1,190 | | 1,190 | ||||||||||||
Servicing from mortgage securitizations or assets transfers |
693 | 724 | 1,213 | 1,409 | ||||||||||||
Changes due to payments on loans |
(1,049 | ) | (112 | ) | (1,657 | ) | (216 | ) | ||||||||
Changes in fair value due to changes in valuation model
inputs or assumptions |
233 | (86 | ) | 589 | (218 | ) | ||||||||||
Fair value at end of period |
$ | 9,840 | $ | 9,285 | $ | 9,840 | $ | 9,285 | ||||||||
The following table presents key economic assumptions ranges used in measuring the mortgage
related servicing asset fair value:
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Constant prepayment rate |
9.01% - 32.55 | % | 9.20% - 31.32 | % | 7.87% - 32.55 | % | 8.40% - 31.32 | % | ||||||||
Discount rate |
11.00% - 14.00 | % | 11.00% - 14.00 | % | 11.00% - 14.00 | % | 11.00% - 14.00 | % |
The following table presents key economic assumptions ranges used in measuring the leasing related
servicing asset fair value:
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Discount rate |
13.22% - 16.60 | % | 8.98% - 10.06 | % | 13.22% - 17.38 | % | 8.98% - 10.06 | % |
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The sensitivity of the current fair value of servicing assets to immediate 10 percent and 20
percent adverse changes in the above key assumptions were as follow:
June 30, 2011 | ||||
(in thousands) | ||||
Mortgage related servicing asset |
||||
Carrying value of mortgage servicing asset |
$ | 9,408 | ||
Constant prepayment rate |
||||
Decrease in fair value due to 10% adverse change |
$ | (372 | ) | |
Decrease in fair value due to 20% adverse change |
$ | (719 | ) | |
Discount rate |
||||
Decrease in fair value due to 10% adverse change |
$ | (413 | ) | |
Decrease in fair value due to 20% adverse change |
$ | (794 | ) | |
Leasing servicing asset |
||||
Carrying value of leasing servicing asset |
$ | 432 | ||
Discount rate |
||||
Decrease in fair value due to 10% adverse change |
$ | (5 | ) | |
Decrease in fair value due to 20% adverse change |
$ | (9 | ) |
These sensitivities are hypothetical and should be used with caution. As the figures indicate,
changes in fair value based on a 10 percent variation in assumptions generally cannot be
extrapolated because the relationship of the change in assumption to the change in fair value may
not be linear. Also, in this table, the effect of a variation in a particular assumption on the
fair value of the retained interest is calculated without changing any other assumption.
In reality, changes in one factor may result in changes in another (for example, increases in
market interest rates may result in lower prepayments), which may magnify or offset the
sensitivities.
Mortgage banking activities, a component of total banking and wealth management revenues in the
unaudited consolidated statements of operations, include the changes from period to period in the
fair value of the loan servicing rights, which may result from changes in the valuation model
inputs or assumptions (principally reflecting changes in discount rates and prepayment speed
assumptions) and other changes, including changes due to collection/realization of expected cash
flows.
Servicing fee income is based on a contractual percentage of the outstanding principal and is
recorded as income when earned. Servicing fees on mortgage loans totaled $751 thousand and $572
thousand for the quarters ended June 30, 2011 and 2010, respectively. These fees totaled $1.5
million and $1.1 million for the six-month periods ended June 30, 2011 and 2010, respectively.
There were no late fees and ancillary fees recorded in such periods
because these fees belong to the third-party with which the Group has
engaged in a subservicing agreement. Servicing fees on leases
amounted to $113 thousand and $330 thousand for the quarter and six-month period ended June 30,
2011, respectively. Servicing fees on leases amounted to $238 thousand for the quarter and
six-month period ended June 30, 2010.
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NOTE 7 PREMISES AND EQUIPMENT
Premises and equipment at June 30, 2011 and December 31, 2010 are stated at cost less accumulated
depreciation and amortization as follows:
Useful Life | June 30, | December 31, | ||||||||||
(Years) | 2011 | 2010 | ||||||||||
(In thousands) | ||||||||||||
Land |
| $ | 2,328 | $ | 2,328 | |||||||
Buildings and improvements |
40 | 6,622 | 6,301 | |||||||||
Leasehold improvements |
5 - 10 | 20,590 | 20,564 | |||||||||
Furniture and fixtures |
3 - 7 | 9,973 | 10,099 | |||||||||
Information technology and other |
3 - 7 | 20,037 | 19,074 | |||||||||
59,550 | 58,366 | |||||||||||
Less: accumulated depreciation and amortization |
(35,901 | ) | (34,425 | ) | ||||||||
$ | 23,649 | $ | 23,941 | |||||||||
Depreciation and amortization of premises and equipment for the quarters ended June 30, 2011
and 2010, totaled $1.3 million. For the six-month periods ended June 30, 2011 and 2010, these
expenses amounted to $2.7 million and $2.6 million, respectively. These are included in the
unaudited consolidated statements of operations as part of occupancy and equipment expenses.
NOTE 8 DERIVATIVE ACTIVITIES
During the six-month period ended June 30, 2011, losses of $7.6 million were recognized and
reflected as Derivative Activities in the unaudited consolidated statements of operations. These
losses were mainly due to realized losses of $4.3 million from terminations of forward-settlement
swaps with a notional amount of $1.25 billion, and to realized losses of $2.2 million from
terminations of options to enter into interest rate swaps that were purchased in November 2010 with
a notional amount of $250 million. These terminations allowed the Group to enter into new
forward-settlement swap contracts with a notional amount of $1.2 billion, all of which were
designated as hedging instruments. In May 2011, the Group entered into forward-settlement swap
contracts with a notional amount of $475 million, all of which were also designated as hedging
instruments. Prior to the acquisition of the new forward-settlement swap contracts, these
derivatives were not being designated for hedge accounting. During the six-month period ended June
30, 2010, losses of $37.3 million were recognized and reflected as Derivative Activities in the
unaudited consolidated statements of operations. These losses were mainly due to the fair value
adjustment to the forward-settlement swaps held by the Group at June 30, 2010.
The following table details Derivative Assets and Derivative Liabilities as reflected in the
unaudited consolidated statements of financial condition at June 30, 2011 and December 31, 2010:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Derivative assets: |
||||||||
Forward settlement swaps |
$ | | $ | 11,023 | ||||
Options tied to Standard & Poors 500 Stock Market Index |
11,925 | 9,870 | ||||||
Swap options |
| 7,422 | ||||||
Other |
90 | | ||||||
$ | 12,015 | $ | 28,315 | |||||
Derivative liabilities: |
||||||||
Forward settlement swaps |
$ | 13,918 | $ | | ||||
Other |
| 64 | ||||||
$ | 13,918 | $ | 64 | |||||
46
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Forward-settlement Swaps
The Group enters into the forward-settlement swaps to hedge the variability of future interest cash
flows of forecasted wholesale borrowings, attributable to changes in the one-month LIBOR rate. Once
the forecasted wholesale borrowings transactions occur, the interest rate swap will effectively fix
the Groups interest payments on an amount of forecasted interest expense attributable to the
one-month LIBOR corresponding to the swap notional stated rate. These forward-settlement swaps are
designated as cash flow hedges for the forecasted wholesale borrowings transactions and properly
documented as such, therefore, qualifying for cash flow hedge accounting. Changes in the fair value
of these derivatives are recorded in accumulated other comprehensive income to the extent there is
no significant ineffectiveness in the cash flow hedging relationships. Currently, the Group does
not expect to reclassify any amount included in other comprehensive income related to these
forward-settlement swaps to earnings in the next twelve months. There were no derivatives
designated for hedge accounting at December 31, 2010.
The following table shows a summary of these swaps and their terms, at June 30, 2011:
Trade | Settlement | |||||||||||||||||||
Notional Amount | Fixed Rate | Date | Date | Maturity Date | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
$ | 100,000 | 1.1275 | % | 03/18/11 | 12/28/11 | 06/28/13 | ||||||||||||||
100,000 | 1.2725 | % | 03/18/11 | 12/28/11 | 09/28/13 | |||||||||||||||
125,000 | 1.6550 | % | 03/18/11 | 05/09/12 | 02/09/14 | |||||||||||||||
100,000 | 1.5300 | % | 03/18/11 | 12/28/11 | 03/28/14 | |||||||||||||||
125,000 | 1.7700 | % | 03/18/11 | 05/09/12 | 05/09/14 | |||||||||||||||
100,000 | 1.8975 | % | 03/18/11 | 05/09/12 | 08/09/14 | |||||||||||||||
100,000 | 1.9275 | % | 03/18/11 | 12/28/11 | 01/28/15 | |||||||||||||||
100,000 | 2.0000 | % | 03/18/11 | 12/28/11 | 03/28/15 | |||||||||||||||
100,000 | 2.2225 | % | 05/05/11 | 08/14/12 | 05/14/15 | |||||||||||||||
100,000 | 2.1100 | % | 03/18/11 | 12/28/11 | 06/28/15 | |||||||||||||||
25,000 | 2.4365 | % | 05/05/11 | 05/04/12 | 05/04/16 | |||||||||||||||
150,000 | 2.7795 | % | 05/05/11 | 12/06/12 | 06/06/16 | |||||||||||||||
25,000 | 2.6200 | % | 05/05/11 | 07/24/12 | 07/24/16 | |||||||||||||||
25,000 | 2.6350 | % | 05/05/11 | 07/30/12 | 07/30/16 | |||||||||||||||
50,000 | 2.6590 | % | 05/05/11 | 08/10/12 | 08/10/16 | |||||||||||||||
100,000 | 2.6750 | % | 05/05/11 | 08/16/12 | 08/16/16 | |||||||||||||||
$ | 1,425,000 | |||||||||||||||||||
An unrealized loss of $13.9 million was recognized in accumulated other comprehensive income
related to the valuation of these swaps at June 30, 2011 and the related liability position is
being reflected as derivative liabilities in the accompanying unaudited
consolidated statements of financial condition.
Swap Options
In May 2011, the Group sold all options to enter into interest rate swaps, not designated as cash
flow hedges, with an aggregate notional amount of $250 million, recording a loss of $2.2 million.
Options tied to Standard & Poors 500 Stock Market Index
The Group offers its customers certificates of deposit with an option tied to the performance of
the Standard & Poors 500 stock market index (S&P Index). The Group uses option agreements with
major broker-dealer companies to manage its exposure to changes in this index. Under the terms of
the option agreements, the Group receives the average increase in the month-end value of the index
in exchange for a fixed premium. The changes in fair value of the option agreements used to manage
the exposure in the stock market in the certificates of deposit are recorded in earnings. At June
30, 2011 and December 31, 2010, the purchased options used to manage the exposure to the stock
market on stock indexed deposits represented a derivative asset of $11.9 million (notional amount of $138.0
million) and $9.9 million (notional amount of $149.0
million), respectively; the options sold to customers embedded in the certificates of deposit and
recorded as deposits in the unaudited consolidated statements of financial condition, represented a
liability of $12.9 million (notional amount of $132.8 million) and $12.8 million (notional amount
of $143.4 million), respectively.
47
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NOTE 9 ACCRUED INTEREST RECEIVABLE AND OTHER ASSETS
Accrued interest receivable at June 30, 2011 and December 31, 2010 consists of the following:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Loans |
$ | 9,447 | $ | 11,068 | ||||
Investments |
16,983 | 17,648 | ||||||
$ | 26,430 | $ | 28,716 | |||||
The Group
recorded a $1.8 million negative adjustment to interest income from
non-covered residential mortgage loans as certain interest receivable
accrued in prior years was deemed to be uncollectible, which
represents a decrease of $0.04 and $0.03 in earnings per common share
for the quarter and six-month period ended June 30, 2011, respectively.
Other assets at June 30, 2011 and December 31, 2010 consist of the following:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Prepaid FDIC insurance |
$ | 13,851 | $ | 16,796 | ||||
Servicing assets |
9,840 | 9,695 | ||||||
Other prepaid expenses |
11,572 | 7,858 | ||||||
FDIC loss share receivable |
3,199 | 1,757 | ||||||
Goodwill |
2,370 | 2,370 | ||||||
Mortgage tax credits |
2,604 | 3,432 | ||||||
Other repossessed assets (covered by FDIC shared-loss agreements) |
1,893 | 2,350 | ||||||
Debt issuance costs |
1,683 | 2,299 | ||||||
Core deposit intangible |
1,257 | 1,328 | ||||||
Investment in Statutory Trust |
1,086 | 1,086 | ||||||
Accounts receivable and other assets |
14,141 | 15,855 | ||||||
$ | 63,496 | $ | 64,826 | |||||
On November 12, 2009, the FDIC adopted a final rule requiring insured depository institutions
to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009, and for
all of 2010, 2011, and 2012, on December 31, 2009, along with each institutions risk-based deposit
insurance assessment for the third quarter of 2009. The prepayment balance of the assessment
covering fiscal years 2010, 2011 and 2012 amounted to $13.9 million and $16.8 million at June 30,
2011 and December 31, 2010, respectively.
Other prepaid expenses amounting to $11.6 million and $7.9 million at June 30, 2011 and December
31, 2010, respectively, include prepaid municipal, property and income taxes aggregating to $7.8
million and $4.5 million, respectively.
In December 2007, the Commonwealth of Puerto Rico established mortgage loan tax credits for
financial institutions that provided financing for the acquisition of new homes. Under an agreement
reached during the quarter ended June 30, 2011 with the Puerto Rico Treasury Department, the Group
may use half of these credits to reduce taxable income in taxable year 2011, and the remaining half
of the credits in taxable year 2012. At June 30, 2011 and December 31, 2010, tax credits for the
Group amounted to $2.6 million and $3.4 million, respectively.
In March 2009, the Groups banking subsidiary issued $105 million in notes guaranteed under the
FDIC Temporary Liquidity Guarantee Program. Shortly after issuance of the notes, the Group paid
$3.2 million (equivalent to an annual fee of 100 basis points) to the FDIC to maintain the FDIC
guarantee coverage until the maturity of the notes. These costs have
been deferred and are being amortized over the term of the notes. At June 30, 2011 and December 31, 2010, this
deferred issue cost was $1.7 million and $2.3 million, respectively.
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Other repossessed assets amounting to $1.9 million and $2.4 million at June 30, 2011 and December
31, 2010, respectively, represent covered assets under the FDIC shared-loss agreements and are
related to the Eurobank leasing portfolio acquired under the FDIC-assisted acquisition.
NOTE 10 DEPOSITS AND RELATED INTEREST
Total deposits as of June 30, 2011 and December 31, 2010 consist of the following:
June 30, 2011 | December 31, 2010 | |||||||
(In thousands) | ||||||||
Non-interest bearing demand deposits |
$ | 182,658 | $ | 170,705 | ||||
Interest-bearing savings and demand deposits |
1,007,659 | 1,019,539 | ||||||
Individual retirement accounts |
356,764 | 361,972 | ||||||
Retail certificates of deposit |
438,532 | 477,180 | ||||||
Total retail deposits |
1,985,613 | 2,029,396 | ||||||
Institutional deposits |
211,032 | 280,617 | ||||||
Brokered deposits |
188,586 | 278,875 | ||||||
$ | 2,385,231 | $ | 2,588,888 | |||||
At June 30, 2011 and December 31, 2010, the weighted average interest rate of the Groups
deposits was 1.90%, and 2.12%, respectively, inclusive of non-interest bearing deposits of $182.7
million and $170.7 million, respectively. Interest expense for the quarters and six-month periods
ended June 30, 2011 and 2010 is set forth below:
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Demand and savings deposits |
$ | 3,912 | $ | 4,557 | $ | 8,510 | $ | 8,461 | ||||||||
Certificates of deposit |
7,676 | 7,394 | 15,292 | 14,733 | ||||||||||||
$ | 11,588 | $ | 11,951 | $ | 23,802 | $ | 23,194 | |||||||||
At June 30, 2011 and December 31, 2010, time deposits in denominations of $100 thousand or
higher, excluding unamortized discounts, amounted to
$510.3 million, and $590.0 million, including public fund deposits from various Puerto Rico government agencies of $65.2 million and $65.3
million, which were collateralized with
investment securities with fair value of $72.5 million and $73.4 million, respectively.
49
Table of Contents
Excluding
equity indexed options in the amount of $12.9 million, which are used by the Group to
manage its exposure to the Standard & Poors 500 stock market index, and also excluding accrued
interest of $4.6 million and unamortized deposit discounts in the amount of $7.3 million, the
scheduled maturities of certificates of deposit at June 30, 2011 are as follows:
(In thousands) | ||||
Within one year: |
||||
Three (3) months or less |
$ | 259,317 | ||
Over 3 months through 1 year |
460,009 | |||
719,326 | ||||
Over 1 through 2 years |
249,417 | |||
Over 2 through 3 years |
119,069 | |||
Over 3 through 4 years |
33,632 | |||
Over 4 through 5 years |
63,236 | |||
$ | 1,184,680 | |||
The aggregate amount of overdraft in demand deposit accounts that were reclassified to loans
amounted to $5.3 million as of June 30, 2011 ($7.6 million December 31, 2010).
NOTE 11 BORROWINGS
Short Term Borrowings
At June 30, 2011, short term borrowings amounted to $31.8 million (December 31, 2010 $42.5
million) which mainly consist of deposits of the Puerto Rico Cash
& Money Market Fund with a weighted average rate of 0.70%
(December 31, 2010 0.60%), which were collateralized with
investment securities with fair value of $49.7 million (December 31,
2010 $47.5 million).
Securities Sold under Agreements to Repurchase
At June 30, 2011, securities underlying agreements to repurchase were delivered to, and are being
held by, the counterparties with whom the repurchase agreements were transacted. The counterparties
have agreed to resell to the Group the same or similar securities at the maturity of the
agreements.
At June 30, 2011 and December 31, 2010, securities sold under agreements to repurchase (classified
by counterparty), excluding accrued interest in the amount of $6.5 million and $6.8 million,
respectively, were as follows:
June 30, | December 31, | |||||||||||||||
2011 | 2010 | |||||||||||||||
Fair Value of | Fair Value of | |||||||||||||||
Borrowing | Underlying | Borrowing | Underlying | |||||||||||||
Balance | Collateral | Balance | Collateral | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Citigroup Global Markets Inc. |
$ | 1,600,000 | $ | 1,729,378 | $ | 1,600,000 | $ | 1,752,619 | ||||||||
Credit Suisse Securities (USA) LLC |
1,252,600 | 1,318,237 | 1,250,000 | 1,325,392 | ||||||||||||
UBS Financial Services Inc. |
500,000 | 607,469 | 500,000 | 605,706 | ||||||||||||
JP Morgan Chase Bank NA |
100,000 | 119,699 | 100,000 | 119,997 | ||||||||||||
Total |
$ | 3,452,600 | $ | 3,774,783 | $ | 3,450,000 | $ | 3,803,714 | ||||||||
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The original terms of the Groups structured repurchase agreements range between three and ten
years, and except for the $300 million repurchase agreement that settled on March 28, 2011 with a
weighted average coupon of 2.86% and maturity of September 28,
2014 (as described below), and the $2.6 million repurchase agreement
that matured on July 7, 2011, the
counterparties have the right to exercise put options at par on a quarterly basis before their
contractual maturity from one to three years after the agreements settlement dates. The following
table shows a summary of these agreements and their terms, excluding accrued interest in the amount
of $6.5 million, at June 30, 2011:
Weighted- | ||||||||||||||||||||
Borrowing | Average | Maturity | Next Put | |||||||||||||||||
Year of Maturity | Balance | Coupon | Settlement Date | Date | Date | |||||||||||||||
(In thousands) | ||||||||||||||||||||
2011 |
||||||||||||||||||||
$ | 2,600 | 0.26 | % | 6/23/2011 | 7/7/2011 | N/A | ||||||||||||||
100,000 | 4.17 | % | 12/28/2006 | 12/28/2011 | 9/28/2011 | |||||||||||||||
50,000 | 4.13 | % | 12/28/2006 | 12/28/2011 | 9/28/2011 | |||||||||||||||
100,000 | 4.29 | % | 12/28/2006 | 12/28/2011 | 9/28/2011 | |||||||||||||||
350,000 | 4.25 | % | 12/28/2006 | 12/28/2011 | 9/28/2011 | |||||||||||||||
602,600 | ||||||||||||||||||||
2012 |
||||||||||||||||||||
350,000 | 4.26 | % | 5/9/2007 | 5/9/2012 | 8/9/2011 | |||||||||||||||
100,000 | 4.50 | % | 8/14/2007 | 8/14/2012 | 8/16/2011 | |||||||||||||||
100,000 | 4.47 | % | 9/13/2007 | 9/13/2012 | 9/13/2011 | |||||||||||||||
150,000 | 4.31 | % | 3/6/2007 | 12/6/2012 | 9/6/2011 | |||||||||||||||
700,000 | ||||||||||||||||||||
2014 |
||||||||||||||||||||
100,000 | 4.72 | % | 7/27/2007 | 7/27/2014 | 7/27/2011 | |||||||||||||||
300,000 | 2.86 | % | 3/28/2011 | 9/28/2014 | N/A | |||||||||||||||
400,000 | ||||||||||||||||||||
2017 |
||||||||||||||||||||
500,000 | 4.67 | % | 3/2/2007 | 3/2/2017 | 9/2/2011 | |||||||||||||||
250,000 | 0.25 | % | 3/2/2007 | 3/2/2017 | 9/2/2011 | |||||||||||||||
100,000 | 0.00 | % | 6/6/2007 | 3/6/2017 | 9/6/2011 | |||||||||||||||
900,000 | 0.00 | % | 3/6/2007 | 6/6/2017 | 9/6/2011 | |||||||||||||||
1,750,000 | ||||||||||||||||||||
$ | 3,452,600 | 2.69 | % | |||||||||||||||||
None of the structured repurchase agreements referred to above with put dates up to the date
of this filing were put by the counterparties at their corresponding put dates. Such repurchase
agreements include $1.25 billion, which reset at each put date at a formula which is based on the
three-month LIBOR rate less fifteen times the difference between the ten-year SWAP rate and the
two-year SWAP rate, with a minimum of 0.00% on $1.0 billion and 0.25% on $250 million, and a
maximum of 10.6%. These repurchase agreements bear the respective minimum rates of 0.0% and 0.25%
to at least their next put dates scheduled for September 2011.
Advances from the Federal Home Loan Bank
Advances are received from the FHLB under an agreement whereby the Group is required to maintain a
minimum amount of qualifying collateral with a fair value of at least 110% of the outstanding
advances. At June 30, 2011, these advances were secured by mortgage loans amounting to $601.8
million. Also, at June 30, 2011, the Group has an additional borrowing capacity with the FHLB of
$161.4 million. At June 30, 2011, the weighted average remaining maturity of FHLBs advances was
17.20 months (December 31, 2010 23.15 months).
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In 2007, the Group restructured most of its FHLB advances portfolio into longer-term, structured
advances. The original terms of these advances range between five and seven years, and the FHLB has
the right to exercise put options at par on a quarterly basis before the contractual maturity of
the advances from six months to one year after the advances settlement dates. The following table
shows a summary of these advances and their terms, excluding accrued interest in the amount of $1.7
million, at June 30, 2011:
Weighted-Average | ||||||||||||||||||||
Year of Maturity | Borrowing Balance | Coupon | Settlement Date | Maturity Date | Next Put Date | |||||||||||||||
(In thousands) | ||||||||||||||||||||
2012 |
||||||||||||||||||||
$ | 25,000 | 4.37 | % | 5/4/2007 | 5/4/2012 | 8/4/2011 | ||||||||||||||
25,000 | 4.57 | % | 7/24/2007 | 7/24/2012 | 7/24/2011 | |||||||||||||||
25,000 | 4.26 | % | 7/30/2007 | 7/30/2012 | 7/30/2011 | |||||||||||||||
50,000 | 4.33 | % | 8/10/2007 | 8/10/2012 | 8/11/2011 | |||||||||||||||
100,000 | 4.09 | % | 8/16/2007 | 8/16/2012 | 8/16/2011 | |||||||||||||||
225,000 | ||||||||||||||||||||
2014 |
||||||||||||||||||||
25,000 | 4.20 | % | 5/8/2007 | 5/8/2014 | 8/8/2011 | |||||||||||||||
30,000 | 4.22 | % | 5/11/2007 | 5/11/2014 | 8/10/2011 | |||||||||||||||
55,000 | ||||||||||||||||||||
$ | 280,000 | 4.24 | % | |||||||||||||||||
None of the structured advances from the FHLB referred to above with put dates up to the date
of this filing were put by the FHLB at their corresponding put dates.
Subordinated Capital Notes
Subordinated capital notes amounted to $36.1 million at June 30, 2011 and December 31, 2010.
In August 2003, the Statutory Trust II, a special purpose entity of the Group, was formed for the
purpose of issuing trust redeemable preferred securities. In September 2003, $35.0 million of trust
redeemable preferred securities were issued by the Statutory Trust II as part of pooled
underwriting transactions. Pooled underwriting involves participating with other bank holding
companies in issuing the securities through a special purpose pooling vehicle created by the
underwriters.
The proceeds from this issuance were used by the Statutory Trust II to purchase a like amount of
floating rate junior subordinated deferrable interest debentures (subordinated capital note)
issued by the Group. The subordinated capital note has a par value of $36.1 million, bears interest
based on 3-month LIBOR plus 295 basis points (3.20% at June 30, 2011; 3.25% at December 31, 2010),
payable quarterly, and matures on September 17, 2033. The subordinated capital note purchased by
the Statutory Trust II may be called at par after five years and quarterly thereafter (next call
date September 2011). The trust redeemable preferred securities have the same maturity and call
provisions as the subordinated capital notes. The subordinated deferrable interest debentures
issued by the Group are accounted for as a liability denominated as subordinated capital note on
the unaudited consolidated statements of financial condition.
The subordinated capital note is treated as Tier 1 capital for regulatory purposes. Under Federal
Reserve Board rules, restricted core capital elements, which are qualifying trust preferred
securities, qualifying cumulative perpetual preferred stock (and related surplus) and certain
minority interests in consolidated subsidiaries, are limited in the aggregate to no more than 25%
of a bank holding companys core capital elements (including restricted core capital elements), net
of goodwill less any associated deferred tax liability. However, under the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the Dodd-Frank Act), bank holding companies are prohibited
from including in their Tier 1 capital hybrid debt and equity securities, including trust preferred
securities, issued on or after May 19, 2010. Any such instruments issued before May 19, 2010 by a
bank holding company, such as the Group, with total consolidated assets of less than $15 billion as
of December 31, 2009, may continue to be included as Tier 1 capital. Therefore, the Group is
permitted to continue to include its existing trust preferred securities as Tier 1 capital.
52
Table of Contents
FDIC-Guaranteed Term Notes Temporary Liquidity Guarantee Program
The Groups banking subsidiary issued in March 2009 $105 million in notes guaranteed under the FDIC
Temporary Liquidity Guarantee Program. These notes are due on March 16, 2012, bear interest at a
2.75% fixed rate, and are backed by the full faith and credit of the United States. Interest on the
notes is payable on the 16th of each March and September, beginning September 16, 2009. Shortly
after issuance of the notes, the Group paid $3.2 million (equivalent to an annual fee of 100 basis
points) to the FDIC to maintain the FDIC guarantee coverage until the maturity of the notes. This
cost is being amortized over the term of the notes.
NOTE 12 INCOME TAXES
On January 31, 2011, the Governor of Puerto Rico signed into law the 2011 Code. As such, the 1994
Code would be gradually repealed by the 2011 Code as its provisions started to take effect, with
some exceptions, as of January 1, 2011. For corporate taxpayers, the 2011 Code retains the 20%
regular income tax rate but establishes significantly lower surtax rates. The 2011 Code provides a
surtax rate from 5% to 10% for years starting after December 31, 2010, but before January 1, 2014.
That surtax rate may be reduced to 5% after December 31, 2013, if certain economic and budgetary
control tests are met by the Government of Puerto Rico. If such economic tests are not met, the
reduction of the surtax rate will be postponed until the year when such economic tests are met. In
the case of a controlled group of corporations the determination of which surtax rate applies will
be made by adding the net taxable income of each of the entities members of the controlled group
reduced by the surtax deduction. The 2011 Code also provides a surtax deduction of $750,000. In the
case of controlled group of corporations, the surtax deduction may be distributed among the members
of the controlled group. The alternative minimum tax (AMT) is 20%. The 2011 Code eliminates the
5% additional surtax which was established by Act No. 7 of March 9, 2009, and the 5% recapture of
the benefit of the income tax tables. Under the 2011 Code, a corporate taxpayer has an irrevocable
one-time election to defer the application of the 2011 Code for five years. This election must be
made with the filing of the 2011 income tax return and, once made, is irrevocable for the taxable
year when the election is made and for each of the next four taxable years. Under the 2011 Code,
all companies are treated as separate taxable entities and are not entitled to file consolidated
returns. The Group and its subsidiaries are subject to Puerto Rico regular income tax or AMT on
income earned from all sources. The AMT is payable if it exceeds regular income tax. The excess of
AMT over regular income tax paid in any one year may be used to offset regular income tax in future
years, subject to certain limitations. In the first quarter of 2011,
Oriental reduced by approximately $5.4 million its deferred tax
asset, and accordingly its income tax expense, as a result of the
aforementioned 2011 Code.
The Group classifies unrecognized tax benefits in income taxes payable. These gross unrecognized
tax benefits would affect the effective tax rate if realized. The balance of unrecognized tax
benefits at June 30, 2011 was $1.3 million (December 31, 2010 $6.3 million). The variance is
attributed to various contingencies settled with the Puerto Rico
Treasury Department on June 30, 2011 in which the Group paid
$2.0 million, approximately $3.0 million less than what the
Group had accrued for this purpose. Following
such settlements, only the 2010 tax period remain subject to examination by the Puerto Rico
Treasury Department. It is the Groups policy to include interest and penalties related to
unrecognized tax benefits within the provision for taxes on the unaudited consolidated statements
of operations. The Group had accrued $625 thousand at June 30, 2011 (December 31, 2010 $1.5
million) for the payment of interest and penalties relating to unrecognized tax benefits.
NOTE 13 STOCKHOLDERS EQUITY
Preferred Stock
On May 28, 1999, the Group issued 1,340,000 shares of 7.125% Noncumulative Monthly Income Preferred
Stock, Series A, at $25 per share. Proceeds from issuance of the Series A Preferred Stock, were
$32.4 million, net of $1.1 million of issuance costs. The Series A Preferred Stock has the
following characteristics: (1) annual dividends of $1.78 per share, payable monthly, if declared by
the Board of Directors; missed dividends are not cumulative, (2) redeemable at the Groups option
beginning on May 30, 2004, (3) no mandatory redemption or stated maturity date and (4) liquidation
value of $25 per share.
On September 30, 2003, the Group issued 1,380,000 shares of 7.0% Noncumulative Monthly Income
Preferred Stock, Series B, at $25 per share. Proceeds from issuance of the Series B Preferred
Stock, were $33.1 million, net of $1.4 million of issuance costs and expenses. The Series B
Preferred Stock has the following characteristics: (1) annual dividends of $1.75 per share, payable
monthly, if declared by the Board of Directors; missed dividends are not cumulative, (2) redeemable
at the Groups option beginning on October 31, 2008, (3) no mandatory redemption or stated maturity
date, and (4) liquidation value of $25 per share.
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Table of Contents
At the annual meeting of shareholders held on April 30, 2010, the shareholders approved an increase
of the number of authorized shares of preferred stock, par value $1.00 per share, from 5,000,000 to
10,000,000.
On April 30, 2010, the Group issued 200,000 shares of Mandatorily Convertible Non-Cumulative
Non-Voting Perpetual Preferred Stock, Series C (the Series C Preferred Stock), through a private
placement. The Series C Preferred Stock had a liquidation preference of $1,000 per share and was
converted to common stock on Jul 8, 2010 at a conversion price of $15.015 per share. The offering
resulted in net proceeds of $189.4 million after deducting offering costs. On May 13, 2010, the
Group made a capital contribution of $179.0 million to its banking subsidiary.
The difference between the conversion price of $15.015 per share and the market price of the common
stock on April 30, 2010 ($16.72) was considered a contingent beneficial conversion feature on June
30, 2010, when the conversion was approved by the majority of the shareholders. Such feature
amounted to $22.7 million at June 30, 2010 and was recorded as a deemed dividend on preferred
stock.
Common Stock
On March 19, 2010, the Group completed the public offering of 8,740,000 shares of its common stock.
The offering resulted in net proceeds of $94.6 million after deducting offering costs. On March 25,
2010, the Group made a capital contribution of $93.0 million to its banking subsidiary.
At the annual meeting of shareholders held on April 30, 2010, the shareholders approved an increase
of the number of authorized shares of common stock, par value $1.00 per share, from 40,000,000 to
100,000,000.
At a special meeting of shareholders of the Group held on June 30, 2010, the majority of the
shareholders approved the issuance of 13,320,000 shares of the Groups common stock upon the
conversion of the Series C Preferred Stock, which was converted on July 8, 2010 at a conversion
price of $15.015 per share.
Treasury Stock
On February 3, 2011, the Group announced that its Board of Directors had approved a stock
repurchase program pursuant to which the Group was authorized to purchase in the open market up to
$30 million of its outstanding shares of common stock. On June 29, 2011, the Group announced the
completion of this $30 million stock repurchase program and the approval by the Board of
Directors of a new program to purchase an additional $70 million of common stock in the open
market.
Any shares of common stock repurchased are to be held by the Group as treasury shares. The
Group records treasury stock purchases under the cost method whereby the entire cost of the
acquired stock is recorded as treasury stock. Under the $30 million program, initiated in February
2011, the Group purchased a total of 2,406,303 shares, equal to approximately 5.5% of shares
outstanding, at an average price of $12.10 per share. Up to the date
of this report there have not been any purchases under the new $70
million stock repurchase program.
The following table presents the shares repurchased for each of the two quarters in the six-month period ended June 30, 2011:
Total number of | ||||||||||||
shares purchased as | ||||||||||||
part of stock | Average price paid per | Dollar amount of | ||||||||||
Period | repurchase programs | share | shares repurchased | |||||||||
January 2011 |
| $ | | $ | | |||||||
February 2011 |
476,132 | 12.07 | 5,747,513 | |||||||||
March 2011 |
552,447 | 12.18 | 6,731,134 | |||||||||
Quarter ended March 31, 2011 |
1,028,579 | $ | 12.13 | $ | 12,478,647 | |||||||
April 2011 |
103,392 | $ | 12.48 | $ | 1,290,660 | |||||||
May 2011 |
235,200 | 11.76 | 2,765,236 | |||||||||
June 2011 |
1,039,132 | 12.11 | 12,586,533 | |||||||||
Quarter ended June 30, 2011 |
1,377,724 | $ | 12.08 | $ | 16,642,429 | |||||||
Six-month period ended June 30, 2011 |
2,406,303 | $ | 12.10 | $ | 29,121,076 | |||||||
The number
of shares that may yet be purchased under the new $70 million program is
estimated at 5,430,566, and was calculated
by dividing this remaining balance of $70 million by $12.89 (closing price of the
Groups common stock at June 30, 2011).
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Table of Contents
The activity in connection with common shares held in treasury by the Group for the six-month
period ended June 30, 2011 and 2010 is set forth below:
Six-Month Period Ended June 30, | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Dollar | Dollar | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Beginning of period |
1,459 | $ | 16,732 | $ | 1,504 | $ | 17,142 | |||||||||
Common shares used for exercise of restricted stock units |
(51 | ) | (561 | ) | | | ||||||||||
Common shares repurchased as part of the stock repurchase program |
2,406 | 29,242 | | | ||||||||||||
Common shares used to match defined contribution plan, net |
(15 | ) | (27 | ) | (12 | ) | (22 | ) | ||||||||
End of period |
3,799 | $ | 45,386 | 1,492 | $ | 17,120 | ||||||||||
Regulatory Capital Requirements
The Group (on a consolidated basis) and the Bank are subject to various regulatory capital
requirements administered 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 Groups and the Banks
financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Group and the Bank must meet specific capital guidelines that involve
quantitative measures of their assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices. The capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk weightings, and other
factors. This has changed under the Dodd-Frank Act, which requires federal banking regulators to
establish minimum leverage and risk-based capital requirements, on a consolidated basis, for
insured institutions, depository institutions, depository institution holding companies, and
non-bank financial companies supervised by the Federal Reserve Board. The minimum leverage and
risk-based capital requirements are to be determined based on the minimum ratios established for
insured depository institutions under prompt corrective action regulations.
Quantitative measures established by regulation to ensure capital adequacy require the Group and
the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and
Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the
regulations) and of Tier 1 capital to average assets (as defined in the regulations). As of June
30, 2011 and December 31, 2010, the Group and the Bank met all capital adequacy requirements to
which they are subject.
55
Table of Contents
As of June 30, 2011 and December 31, 2010, the FDIC categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action. To be categorized as well
capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1
leverage ratios as set forth in the following tables. The Groups and the Banks actual capital
amounts and ratios as of June 30, 2011 and December 31, 2010 are as follows:
Minimum Capital | ||||||||||||||||
Actual | Requirement | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Group Ratios |
||||||||||||||||
As of June 30, 2011 |
||||||||||||||||
Total Capital to Risk-Weighted Assets |
$ | 719,593 | 31.68 | % | $ | 181,707 | 8.00 | % | ||||||||
Tier 1 Capital to Risk-Weighted Assets |
$ | 690,453 | 30.40 | % | $ | 90,854 | 4.00 | % | ||||||||
Tier 1 Capital to Total Assets |
$ | 690,453 | 9.74 | % | $ | 283,515 | 4.00 | % | ||||||||
As of December 31, 2010 |
||||||||||||||||
Total Capital to Risk-Weighted Assets |
$ | 728,572 | 32.33 | % | $ | 180,282 | 8.00 | % | ||||||||
Tier 1 Capital to Risk-Weighted Assets |
$ | 699,747 | 31.05 | % | $ | 90,141 | 4.00 | % | ||||||||
Tier 1 Capital to Total Assets |
$ | 699,747 | 9.50 | % | $ | 294,500 | 4.00 | % |
Minimum to be Well | ||||||||||||||||||||||||
Capitalized Under Prompt | ||||||||||||||||||||||||
Minimum Capital | Corrective Action | |||||||||||||||||||||||
Actual | Requirement | Provisions | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Bank Ratios |
||||||||||||||||||||||||
As of June 30, 2011 |
||||||||||||||||||||||||
Total Capital to Risk-Weighted Assets |
$ | 702,595 | 31.30 | % | $ | 179,567 | 8.00 | % | $ | 224,459 | 10.00 | % | ||||||||||||
Tier 1 Capital to Risk-Weighted Assets |
$ | 673,786 | 30.02 | % | $ | 89,784 | 4.00 | % | $ | 134,675 | 6.00 | % | ||||||||||||
Tier 1 Capital to Total Assets |
$ | 673,786 | 9.69 | % | $ | 278,116 | 4.00 | % | $ | 347,646 | 5.00 | % | ||||||||||||
As of December 31, 2010 |
||||||||||||||||||||||||
Total Capital to Risk-Weighted Assets |
$ | 695,344 | 31.24 | % | $ | 178,053 | 8.00 | % | $ | 222,566 | 10.00 | % | ||||||||||||
Tier 1 Capital to Risk-Weighted Assets |
$ | 666,862 | 29.96 | % | $ | 89,026 | 4.00 | % | $ | 133,539 | 6.00 | % | ||||||||||||
Tier 1 Capital to Total Assets |
$ | 666,862 | 9.23 | % | $ | 289,111 | 4.00 | % | $ | 361,389 | 5.00 | % |
The Groups ability to pay dividends to its shareholders and other activities can be
restricted if its capital falls below levels established by the Federal Reserve Boards guidelines.
In addition, any bank holding company whose capital falls below levels specified in the guidelines
can be required to implement a plan to increase capital.
Equity-Based Compensation Plan
The Omnibus Plan provides for equity-based compensation incentives through the grant of stock
options, stock appreciation rights, restricted stock, restricted stock units, and dividend
equivalents, as well as equity-based performance awards. The Omnibus Plan replaced and superseded
the Stock Option Plans. All outstanding stock options under the Stock Option Plans continue in full
force and effect, subject to their original terms.
56
Table of Contents
The activity in outstanding options for the six-month period ended June 30, 2011 and 2010 is set
forth below:
Six-Month Period Ended June 30, | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
Number | Average | Number | Average | |||||||||||||
Of | Exercise | Of | Exercise | |||||||||||||
Options | Price | Options | Price | |||||||||||||
Beginning of period |
765,989 | $ | 15.25 | 514,376 | $ | 16.86 | ||||||||||
Options granted |
85,000 | 11.90 | 132,700 | 11.50 | ||||||||||||
Options exercised |
(550 | ) | 9.19 | (1,512 | ) | 13.32 | ||||||||||
Options forfeited |
(26,696 | ) | 15.69 | | | |||||||||||
End of period |
823,743 | $ | 14.89 | 645,564 | $ | 15.76 | ||||||||||
The following table summarizes the range of exercise prices and the weighted average remaining
contractual life of the options outstanding at June 30, 2011:
Outstanding | Exercisable | |||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Weighted | Contract | Weighted | ||||||||||||||||||
Average | Life | Average | ||||||||||||||||||
Number of | Exercise | Remaining | Number of | Exercise | ||||||||||||||||
Range of Exercise Prices | Options | Price | (Years) | Options | Price | |||||||||||||||
$5.63 to $8.45 |
14,831 | $ | 8.28 | 7.8 | 3,479 | $ | 8.28 | |||||||||||||
8.46 to 11.27 |
2,000 | 10.29 | 6.1 | 500 | 10.29 | |||||||||||||||
11.28 to 14.09 |
577,427 | 12.15 | 7.1 | 189,002 | 12.40 | |||||||||||||||
14.10 to 16.90 |
62,035 | 15.60 | 3.1 | 54,035 | 15.68 | |||||||||||||||
19.72 to 22.54 |
25,050 | 20.68 | 3.7 | 20,800 | 20.44 | |||||||||||||||
22.55 to 25.35 |
83,350 | 23.99 | 2.8 | 83,350 | 23.99 | |||||||||||||||
25.36 to 28.17 |
59,050 | 27.46 | 3.3 | 59,050 | 27.46 | |||||||||||||||
823,743 | $ | 14.89 | 6.0 | 410,216 | $ | 17.72 | ||||||||||||||
Aggregate Intrinsic
Value |
$ | 561,027 | $ | 129,385 | ||||||||||||||||
The average fair value of each option granted during the six-month period ended June 30, 2011
was $6.48. The average fair value of each option granted was estimated at the date of the grant
using the Black-Scholes option pricing model. The Black-Scholes option-pricing model was developed
for use in estimating the fair value of traded options that have no restrictions and are fully
transferable and negotiable in a free trading market. Black-Scholes does not consider the
employment, transfer or vesting restrictions that are inherent in the Groups stock options. Use of
an option valuation model, as required by GAAP, includes highly subjective assumptions based on
long-term predictions, including the expected stock price volatility and average life of each
option grant.
57
Table of Contents
The following assumptions were used in estimating the fair value of the options granted during the
six-month period ended June 30, 2011 and 2010:
Six-Month Period Ended June 30, | ||||||||
2011 | 2010 | |||||||
Weighted Average Assumptions: |
||||||||
Dividend yield |
1.62 | % | 1.39 | % | ||||
Expected volatility |
58.99 | % | 60.30 | % | ||||
Risk-free interest rate |
3.11 | % | 3.44 | % | ||||
Expected life (in years) |
8.0 | 8.0 |
The following table summarizes the restricted units activity under the Omnibus Plan for the
six-month period ended June 30, 2011 and 2010:
Six-Month Period Ended | Six-Month Period Ended | |||||||||||||||
June 30, 2011 | June 30, 2010 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
Average | Average | |||||||||||||||
Restricted | Grant Date | Restricted | Grant Date | |||||||||||||
Units | Fair Value | Units | Fair Value | |||||||||||||
Beginning of period |
243,525 | $ | 13.43 | 147,625 | $ | 14.64 | ||||||||||
Restricted units granted |
39,500 | 11.88 | 53,500 | 10.40 | ||||||||||||
Restricted units lapsed |
(51,116 | ) | 20.44 | | | |||||||||||
Restricted units forfeited |
(12,382 | ) | 12.76 | (400 | ) | 21.86 | ||||||||||
End of period |
219,527 | $ | 11.65 | 200,725 | $ | 13.76 | ||||||||||
Legal Surplus
The Banking Act requires that a minimum of 10% of the Banks net income for the year be transferred
to a reserve fund until such fund (legal surplus) equals the total paid in capital on common and
preferred stock. At June 30, 2011, legal surplus amounted to $49.4 million (December 31, 2010
$46.3 million). The amount transferred to the legal surplus account is not available for the
payment of dividends to shareholders. It is the Federal Reserve Boards policy that a bank holding
company should not maintain a level of cash dividends to its shareholders that places undue
pressure on the capital of the bank subsidiaries or that can be funded only through additional
borrowings or other arrangements that may undermine the bank holding companys ability to serve as
a source of strength.
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Earnings per Common Share
The calculation of earnings per common share for the quarters and six-month periods ended June 30,
2011 and 2010 is as follows:
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Net income |
$ | 26,467 | $ | 645 | $ | 29,548 | $ | 12,582 | ||||||||
Less: Dividends on preferred stock |
(1,200 | ) | (1,733 | ) | (2,401 | ) | (2,934 | ) | ||||||||
Less: Allocation of undistributed earnings for
participating preferred shares |
| (3,104 | ) | | (3,104 | ) | ||||||||||
Income available (loss) to common shareholders |
$ | 25,267 | $ | (4,192 | ) | $ | 27,147 | $ | 6,544 | |||||||
Average common shares outstanding and equivalents |
45,135 | 33,053 | 45,656 | 29,471 | ||||||||||||
Earnings per common share basic |
$ | 0.56 | $ | (0.13 | ) | $ | 0.60 | $ | 0.22 | |||||||
Earnings per common share diluted |
$ | 0.56 | $ | (0.13 | ) | $ | 0.59 | $ | 0.22 | |||||||
For the quarter and six-month period ended June 30, 2011, weighted-average stock options with
an anti-dilutive effect on earnings per share not included in the calculation amounted to 565,178
and 588,610, respectively, compared to 224,200 and 350,236 for the same periods in 2010. Also for
the quarter and six-month period ended June 30, 2010, the Group issued 200,000 shares of
Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, Series C, described
above, which also had anti-dilutive effects on earnings per share for the periods presented.
The income
available to common shareholders for the six-month period ended June
30, 2010 was reduced by $3.1 million, representing the allocation of
the net income that corresponds to the convertible preferred shares
because of its participating rights. This did not affect total
stockholders equity or book value per common share, but it did
reduce income par common share for the six-month period ended June
30, 2010.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income, net of income tax, as of June 30, 2011 and December 31,
2010, consisted of:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Unrealized gain on securities available-for-sale which are not other-than-temporarily impaired |
$ | 51,591 | $ | 39,094 | ||||
Unrealized loss on cash flow hedges |
(13,918 | ) | | |||||
Income tax effect |
(2,799 | ) | (2,107 | ) | ||||
$ | 34,874 | $ | 36,987 | |||||
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NOTE 14 FAIR VALUE
As discussed in Note 1, the Group follows the fair value measurement framework under GAAP.
Fair Value Measurement
The fair value measurement framework defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. This framework also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The standard describes three levels of inputs previously
described that may be used to measure fair value.
Money market investments
The fair value of money market investments is based on the carrying amounts reflected in the
unaudited consolidated statements of financial condition as these are reasonable estimates of fair
value given the short-term nature of the instruments.
Investment securities
The fair value of investment securities is based on quoted market prices, when available, or market
prices provided by recognized broker-dealers. If listed prices or quotes are not available, fair
value is based upon externally developed models that use both observable and unobservable inputs
depending on the market activity of the instrument. Structured credit investments are classified as
Level 3. The estimated fair value of the structured credit investments are determined by using a
third-party cash flow valuation model to calculate the present value of projected future cash
flows. The assumptions, which are highly uncertain and require a high degree of judgment, include
primarily market discount rates, current spreads, duration, leverage, default, home price
depreciation, and loss rates. The assumptions used are drawn from a wide array of data sources,
including the performance of the collateral underlying each deal. The external-based valuation,
which is obtained at least on a quarterly basis, is analyzed and its assumptions are evaluated and
incorporated in either an internal-based valuation model when deemed necessary or compared to
counterparties prices, and agreed by management.
Derivative instruments
The fair value of the forward-starting interest rate swaps is largely a function of the financial
markets expectations regarding the future direction of interest rates. Accordingly, current market
values are not necessarily indicative of the future impact of derivative instruments on earnings.
This will depend, for the most part, on the shape of the yield curve, the level of interest rates,
as well as the expectations for rates in the future. The fair value of most of these derivative
instruments is based on observable market parameters, which include discounting the instruments
cash flows using the U.S. dollar LIBOR-based discount rates, and also applying yield curves that
account for the industry sector and the credit rating of the
counterparty and/or the Group.
Certain other derivative instruments with limited market activity are valued using externally
developed models that consider unobservable market parameters. Based on their valuation
methodology, derivative instruments are classified as Level 3. The Group offers its customers
certificates of deposit with an option tied to the performance of the S&P Index and uses equity
indexed option agreements with major broker-dealer companies to manage its exposure to changes in
this index. Their fair value is obtained through the use of an external based valuation that was
thoroughly evaluated and adopted by management as its measurement tool for these options. The
payoff of these options is linked to the average value of the S&P Index on a specific set of dates
during the life of the option. The methodology uses an average rate option or a cash-settled option
whose payoff is based on the difference between the expected average value of the S&P Index during
the remaining life of the option and the strike price at inception. The assumptions, which are
uncertain and require a degree of judgment, include primarily S&P Index volatility, forward
interest rate projections, estimated index dividend payout, and leverage.
Servicing assets
Servicing assets do not trade in an active market with readily observable prices. Servicing
assets are priced using a discounted cash flow model. The valuation model considers servicing fees,
portfolio characteristics, prepayment assumptions, delinquency rates, late charges, other ancillary
revenues, cost to service and other economic factors. Due to the unobservable nature of certain
valuation inputs, the servicing rights are classified as Level 3.
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Loans receivable considered impaired that are collateral dependent
The impairment is measured based on the fair value of the collateral, which is derived from
appraisals that take into consideration prices in observed transactions involving similar assets in
similar locations, in accordance with the provisions of ASC 310-10-35. Currently, the associated
loans considered impaired are classified as Level 3.
Foreclosed real estate
Foreclosed real estate includes real estate properties securing residential mortgage and commercial
loans. The fair value of foreclosed real estate may be determined using an external appraisal,
broker price option or an internal valuation. These foreclosed assets are classified as Level 3
given certain internal adjustments that may be made to external appraisals.
Assets and liabilities measured at fair value on a recurring basis, including financial liabilities
for which the Group has elected the fair value option, are summarized below:
June 30, 2011 | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Investment securities available-for-sale |
$ | | $ | 3,525,306 | $ | 55,781 | $ | 3,581,087 | ||||||||
Money market investments |
2,563 | | | 2,563 | ||||||||||||
Derivative assets |
| 90 | 11,925 | 12,015 | ||||||||||||
Derivative liabilities |
| (13,918 | ) | (12,877 | ) | (26,795 | ) | |||||||||
Servicing assets |
| | 9,840 | 9,840 | ||||||||||||
$ | 2,563 | $ | 3,511,478 | $ | 64,669 | $ | 3,578,710 | |||||||||
December 31, 2010 | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Investment securities available-for-sale |
$ | | $ | 3,658,371 | $ | 41,693 | $ | 3,700,064 | ||||||||
Money market investments |
111,728 | | | 111,728 | ||||||||||||
Derivative assets |
| 18,445 | 9,870 | 28,315 | ||||||||||||
Derivative liabilities |
| (64 | ) | (12,830 | ) | (12,894 | ) | |||||||||
Servicing assets |
| | 9,695 | 9,695 | ||||||||||||
$ | 111,728 | $ | 3,676,752 | $ | 48,428 | $ | 3,836,908 | |||||||||
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The table below presents a reconciliation for all assets and liabilities measured at fair
value on a recurring basis using significant unobservable inputs (Level 3) for the quarters ended
June 30, 2011 and 2010:
Total Fair Value Measurements | ||||||||||||||||||||||||
(Quarter Ended June 30, 2011) | ||||||||||||||||||||||||
Investment securities available-for-sale | ||||||||||||||||||||||||
Obligations of | ||||||||||||||||||||||||
Puerto Rico | Derivative | Derivative | ||||||||||||||||||||||
Government | asset (S&P | liability (S&P | ||||||||||||||||||||||
and political | Purchased | Embedded | Servicing | |||||||||||||||||||||
Level 3 Instruments Only | CDOs | CLOs | subdivisions | Options) | Options) | assets | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at beginning of period |
$ | 16,380 | $ | 28,782 | $ | 9,953 | $ | 11,764 | $ | (14,316 | ) | $ | 9,963 | |||||||||||
Gains (losses) included in earnings |
| | | (64 | ) | 222 | | |||||||||||||||||
Changes in fair value of investment securities available for sale
included in other comprehensive income |
1,104 | (554 | ) | 117 | | | | |||||||||||||||||
New instruments acquired |
| | | 225 | (290 | ) | 693 | |||||||||||||||||
Principal repayments, sales, and amortization |
| 1 | (2 | ) | | 1,507 | (1,049 | ) | ||||||||||||||||
Changes in fair value of servicing assets |
| | | | | 233 | ||||||||||||||||||
Balance at end of period |
$ | 17,484 | $ | 28,229 | $ | 10,068 | $ | 11,925 | $ | (12,877 | ) | $ | 9,840 | |||||||||||
Total Fair Value Measurements | ||||||||||||||||||||||||
(Quarter Ended June 30, 2010) | ||||||||||||||||||||||||
Derivative | Derivative | |||||||||||||||||||||||
Investment securitiesavailable-for-sale | asset (S&P | liability (S&P | ||||||||||||||||||||||
Non-Agency | Purchased | Embedded | Servicing | |||||||||||||||||||||
CDOs | CLOs | CMOs | Options) | Options) | assets | |||||||||||||||||||
Level 3 Instruments Only | (In thousands) | |||||||||||||||||||||||
Balance at beginning of period |
$ | 15,148 | $ | 23,235 | $ | 71,723 | $ | 6,464 | $ | (10,931 | ) | $ | 7,569 | |||||||||||
Gains (losses) included in earnings |
| | (623 | ) | 1,125 | 3,593 | | |||||||||||||||||
Changes in fair value of investment securities available for sale
included in other comprehensive income |
520 | 1,187 | 2,440 | | | | ||||||||||||||||||
New instruments acquired |
| | | 327 | (537 | ) | 1,190 | |||||||||||||||||
Principal repayments, sales, and amortization |
| | (2,334 | ) | (41 | ) | 402 | (112 | ) | |||||||||||||||
Changes in fair value of servicing assets |
| | | | | 638 | ||||||||||||||||||
Balance at end of period |
$ | 15,668 | $ | 24,422 | $ | 71,206 | $ | 7,875 | $ | (7,473 | ) | $ | 9,285 | |||||||||||
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The table below presents reconciliation for all assets and liabilities measured at fair value
on a recurring basis using significant unobservable inputs (Level 3) for the six-month periods
ended June 30, 2011 and 2010:
Total Fair Value Measurements | ||||||||||||||||||||||||
(Six-Month Period Ended June 30, 2011) | ||||||||||||||||||||||||
Investment securities available-for-sale | ||||||||||||||||||||||||
Obligations of | ||||||||||||||||||||||||
Puerto Rico | Derivative | Derivative | ||||||||||||||||||||||
Government | asset (S&P | liability (S&P | ||||||||||||||||||||||
and political | Purchased | Embedded | Servicing | |||||||||||||||||||||
Level 3 Instruments Only | CDOs | CLOs | subdivisions | Options) | Options) | assets | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at beginning of period |
$ | 16,143 | $ | 25,550 | $ | | $ | 9,870 | $ | (12,830 | ) | $ | 9,695 | |||||||||||
Gains (losses) included in earnings |
| | | 1,685 | (1,284 | ) | | |||||||||||||||||
Changes in fair value of investment securities available for sale
included in other comprehensive income |
1,341 | 2,678 | 65 | | | | ||||||||||||||||||
New instruments acquired |
| | 10,005 | 370 | (701 | ) | 1,213 | |||||||||||||||||
Principal repayments, sales, and amortization |
| 1 | (2 | ) | | 1,938 | (1,657 | ) | ||||||||||||||||
Changes in fair value of servicing assets |
| | | | | 589 | ||||||||||||||||||
Balance at end of period |
$ | 17,484 | $ | 28,229 | $ | 10,068 | $ | 11,925 | $ | (12,877 | ) | $ | 9,840 | |||||||||||
Total Fair Value Measurements | ||||||||||||||||||||||||
(Six-Month Period Ended June 30, 2010) | ||||||||||||||||||||||||
Investment securities available-for-sale | Derivative | Derivative | ||||||||||||||||||||||
asset (S&P | liability (S&P | |||||||||||||||||||||||
Non-Agency | Purchased | Embedded | Servicing | |||||||||||||||||||||
Level 3 Instruments Only | CDOs | CLOs | CMOs | Options) | Options) | assets | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at beginning of period |
$ | 15,148 | $ | 23,235 | $ | 71,723 | $ | 6,464 | $ | (9,543 | ) | $ | 7,120 | |||||||||||
Gains (losses) included in earnings |
| | (623 | ) | (2,569 | ) | 2,312 | | ||||||||||||||||
Changes in fair value of investment securities available for sale
included in other comprehensive income |
520 | 1,187 | 2,440 | | | | ||||||||||||||||||
New instruments acquired |
| | | 866 | (879 | ) | 1,190 | |||||||||||||||||
Principal repayments, sales, and amortization |
| | (2,334 | ) | (328 | ) | 637 | (216 | ) | |||||||||||||||
Changes in fair value of servicing assets |
| | | | | 1,191 | ||||||||||||||||||
Balance at end of period |
$ | 15,668 | $ | 24,422 | $ | 71,206 | $ | 4,433 | $ | (7,473 | ) | $ | 9,285 | |||||||||||
There were no transfers into and out of Level 1 and Level 2 fair value measurements during the
six-month periods ended June 30, 2011 and 2010.
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The table below presents a detail of investment securities available-for-sale classified as level 3
at June 30, 2011:
June 30, 2011 | ||||||||||||||||||||
Unrealized | ||||||||||||||||||||
Amortized | Gains | Fair | Weighted | Principal | ||||||||||||||||
Type | Cost | (Losses) | Value | Average Yield | Protection | |||||||||||||||
(In thousands) | ||||||||||||||||||||
Obligations of Puerto Rico Government
and political subdivisions |
$ | 10,003 | $ | 65 | $ | 10,068 | 3.50 | % | N/A | |||||||||||
Structured credit investments |
||||||||||||||||||||
CDO |
$ | 25,548 | $ | (8,064 | ) | $ | 17,484 | 5.80 | % | 6.22 | % | |||||||||
CLO |
15,000 | (3,689 | ) | 11,311 | 2.41 | % | 7.60 | % | ||||||||||||
CLO |
11,977 | (2,583 | ) | 9,394 | 1.88 | % | 26.18 | % | ||||||||||||
CLO |
9,200 | (1,676 | ) | 7,524 | 2.18 | % | 20.64 | % | ||||||||||||
$ | 61,725 | $ | (16,012 | ) | $ | 45,713 | 3.68 | % | ||||||||||||
Total |
$ | 71,728 | $ | (15,947 | ) | $ | 55,781 | 3.65 | % | |||||||||||
Additionally, the Group may be required to measure certain assets at fair value in periods
subsequent to initial recognition on a nonrecurring basis in accordance with GAAP. The adjustments
to fair value usually result from the application of lower of cost or fair value accounting,
identification of impaired loans requiring specific reserves under ASC 310-10-35 or write-downs of
individual assets.
The following tables present financial and non-financial assets that were subject to a fair value
measurement on a nonrecurring basis during the quarter ended June 30, 2011 and the year ended
December 31, 2010, and which were still included in the unaudited consolidated statements of
financial condition as of such dates. The amounts disclosed represent the aggregate of the fair
value measurements of those assets as of the end of the reporting periods.
Carrying value at | ||||||||
June 30, 2011 | December 31, 2010 | |||||||
Level 3 | Level 3 | |||||||
(In thousands) | (In thousands) | |||||||
Impaired commercial loans |
$ | 36,861 | $ | 25,898 | ||||
Foreclosed real estate |
28,949 | 26,840 | ||||||
$ | 65,810 | $ | 52,738 | |||||
Impaired commercial loans relates mostly to certain impaired collateral dependent loans.
The impairment of commercial loans was measured based on the fair value of collateral, which is
derived from appraisals that take into consideration prices on observed transactions involving
similar assets in similar locations, in accordance with provisions of ASC 310-10-35. Foreclosed
real estate represents the fair value of foreclosed real estate (including those covered under FDIC
shared-loss agreements) that was measured at fair value less estimated cost to sell.
Impaired commercial loans, which are measured using the fair value of the collateral for collateral
dependent loans, had a carrying amount of $36.9 million and $25.9 million at June 30, 2011 and
December 31, 2010, respectively, with a valuation allowance of $1.2 million and $823 thousand at
June 30, 2011 and December 31, 2010, respectively.
The assets acquired and liabilities assumed in the FDIC-assisted acquisition as of April 30, 2010
were presented at their fair value, as discussed in Note 2.
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Fair Value of Financial Instruments
The information about the estimated fair value of financial instruments required by GAAP is
presented hereunder. The aggregate fair value amounts presented do not necessarily represent
managements estimate of the underlying value of the Group.
The estimated fair value is subjective in nature and involves uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision. Changes in assumptions
could affect these fair value estimates. The fair value estimates do not take into consideration
the value of future business and the value of assets and liabilities that are not financial
instruments. Other significant tangible and intangible assets that are not considered financial
instruments are the value of long-term customer relationships of the retail deposits, and premises
and equipment.
The estimated fair value and carrying value of the Groups financial instruments at June 30, 2011
and December 31, 2010 is as follows:
June 30, | December 31, | |||||||||||||||
2011 | 2010 | |||||||||||||||
Fair | Carrying | Fair | Carrying | |||||||||||||
Value | Value | Value | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Financial Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 281,029 | $ | 281,029 | $ | 448,946 | $ | 448,946 | ||||||||
Trading securities |
864 | 864 | 1,330 | 1,330 | ||||||||||||
Investment securities available-for-sale |
3,581,087 | 3,581,087 | 3,700,064 | 3,700,064 | ||||||||||||
Investment securities held-to-maturity |
858,226 | 863,779 | 675,721 | 689,917 | ||||||||||||
Federal Home Loan Bank (FHLB) stock |
23,779 | 23,779 | 22,496 | 22,496 | ||||||||||||
Total loans (including loans held-for-sale) |
||||||||||||||||
Non-covered loans, net |
1,199,724 | 1,164,706 | 1,150,945 | 1,151,868 | ||||||||||||
Covered loans, net |
530,702 | 542,543 | 600,421 | 620,711 | ||||||||||||
Derivative assets |
12,015 | 12,015 | 28,315 | 28,315 | ||||||||||||
FDIC shared-loss indemnification asset |
$ | 431,129 | 437,434 | 430,383 | 471,872 | |||||||||||
Accrued interest receivable |
26,430 | 26,430 | 28,716 | 28,716 | ||||||||||||
Servicing assets |
9,840 | 9,840 | 9,695 | 9,695 | ||||||||||||
Financial Liabilities: |
||||||||||||||||
Deposits |
2,420,965 | 2,385,231 | 2,585,922 | 2,588,888 | ||||||||||||
Securities sold under agreements to repurchase |
3,546,623 | 3,459,135 | 3,701,669 | 3,456,781 | ||||||||||||
Advances from FHLB |
292,278 | 281,747 | 303,868 | 281,753 | ||||||||||||
FDIC-guaranteed term notes |
107,411 | 105,834 | 106,428 | 105,834 | ||||||||||||
Subordinated capital notes |
36,083 | 36,083 | 36,083 | 36,083 | ||||||||||||
Short term borrowings |
31,812 | 31,812 | 42,470 | 42,470 | ||||||||||||
Derivative liabilities |
13,918 | 13,918 | 64 | 64 | ||||||||||||
Accrued expenses and other liabilities |
43,828 | 43,828 | 43,566 | 43,566 |
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The following methods and assumptions were used to estimate the fair values of significant
financial instruments at June 30, 2011 and December 31, 2010:
| Cash and cash equivalents, money market investments, time deposits with other banks, securities sold but not yet delivered, accrued interest receivable and payable, securities and loans purchased but not yet received, federal funds purchased, accrued expenses and other liabilities have been valued at the carrying amounts reflected in the unaudited consolidated statements of financial condition as these are reasonable estimates of fair value given the short-term nature of the instruments. |
| Investments in FHLB stock are valued at their redemption value. |
| The fair value of investment securities is based on quoted market prices, when available, or market prices provided by recognized broker dealers. If listed prices or quotes are not available, fair value is based upon externally developed models that use both observable and unobservable inputs depending on the market activity of the instrument. The estimated fair value of the structured credit investments and the non-agency collateralized mortgage obligations are determined by using a third-party cash flow valuation model to calculate the present value of projected future cash flows. The assumptions used, which are highly uncertain and require a high degree of judgment, include primarily market discount rates, current spreads, duration, leverage, default, home price depreciation, and loss rates. The assumptions used are drawn from a wide array of data sources, including the performance of the collateral underlying each deal. The external-based valuation, which is obtained at least on a quarterly basis, is analyzed and its assumptions are evaluated and incorporated in either an internal-based valuation model when deemed necessary or compared to counterparties prices and agreed by management. |
| The FDIC shared-loss indemnification asset is measured separately from each of the covered asset categories as it is not contractually embedded in any of the covered asset categories. The fair value of the FDIC shared-loss indemnification asset represents the present value of the estimated cash payments (net of amount owed to the FDIC) expected to be received from the FDIC for future losses on covered assets based on the credit assumptions on estimated cash flows for each covered asset pool and the loss sharing percentages. The ultimate collectability of the FDIC shared-loss indemnification asset is dependent upon the performance of the underlying covered loans, the passage of time and claims paid by the FDIC which are impacted by the Banks adherence to certain guidelines established by the FDIC. |
| The fair values of the derivative instruments are provided by valuation experts and counterparties. Certain derivatives with limited market activity are valued using externally developed models that consider unobservable market parameters. The Group offers its customers certificates of deposit with an option tied to the performance of the S&P Index, and uses equity indexed option agreements with major broker-dealer companies to manage its exposure to changes in this index. Their fair value is obtained through the use of an external based valuation that was thoroughly evaluated and adopted by management as its measurement tool for these options. The payoff of these options is linked to the average value of the S&P Index on a specific set of dates during the life of the option. The methodology uses an average rate option or a cash-settled option whose payoff is based on the difference between the expected average value of the S&P Index during the remaining life of the option and the strike price at inception. The assumptions, which are uncertain and require a degree of judgment, include primarily S&P Index volatility, forward interest rate projections, estimated index dividend payout, and leverage. |
| Fair value of interest rate swaps and options on interest rate swaps is based on the net discounted value of the contractual projected cash flows of both the pay-fixed receive-variable legs of the contracts. The projected cash flows are based on the forward yield curve, and discounted using current estimated market rates. |
| The fair value of the covered and non-covered loan portfolio (including loans held-for-sale) is estimated by segregating by type, such as mortgage, commercial, consumer, and leasing. Each loan segment is further segmented into fixed and adjustable interest rates and by performing and non-performing categories. The fair value of performing loans is calculated by discounting contractual cash flows, adjusted for prepayment estimates (voluntary and involuntary), if any, using estimated current market discount rates that reflect the credit and interest rate risk inherent in the loan. This fair value is not currently an indication of an exit price as that type of assumption could result in a different fair value estimate. |
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| The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is based on the discounted value of the contractual cash flows, using estimated current market discount rates for deposits of similar remaining maturities. |
| For short-term borrowings, the carrying amount is considered a reasonable estimate of fair value. The subordinated capital notes have a par value of $36.1 million, and bear interest based on 3-month LIBOR plus 295 basis points (3.20% at June 30, 2011; 3.25% at December 31, 2010), payable quarterly. The fair value of long-term borrowings is based on the discounted value of the contractual cash flows, using current estimated market discount rates for borrowings with similar terms and remaining maturities and put dates. |
| The fair value of commitments to extend credit and unused lines of credit is based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties credit standings. |
| The fair value of servicing assets is estimated by using a cash flow valuation model which calculates the present value of estimated future net servicing cash flows, taking into consideration actual and expected loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions. |
NOTE 15 SEGMENT REPORTING
The Group segregates its businesses into the following major reportable segments of business:
Banking, Wealth Management, and Treasury. Management established the reportable segments based on
the internal reporting used to evaluate performance and to assess where to allocate resources.
Other factors such as the Groups organization, nature of its products, distribution channels and
economic characteristics of the products were also considered in the determination of the
reportable segments. The Group measures the performance of these reportable segments based on
pre-established goals of different financial parameters such as net income, net interest income,
loan production, and fees generated. Non-interest expenses allocations among segments were reviewed
during the fourth quarter of 2010 to reallocate expenses from the Banking to the Wealth Management
and Treasury segments for a suitable presentation. The Groups methodology for allocating
non-interest expenses among segments is based on several factors such as revenues, employee
headcount, occupied space, dedicated services or time, among others. These factors are reviewed on
a periodical basis and may change if the conditions warrant.
Banking includes the Banks branches and mortgage banking, with traditional banking products such
as deposits and mortgage, commercial and consumer loans. Mortgage banking activities are carried
out by the Banks mortgage banking division, whose principal activity is to originate mortgage
loans for the Groups own portfolio. As part of its mortgage banking activities, the Group may sell
loans directly into the secondary market or securitize conforming loans into mortgage-backed
securities.
Wealth Management is comprised of the Banks trust division (Oriental Trust), the broker-dealer
subsidiary (Oriental Financial Services Corp.), the insurance agency subsidiary (Oriental
Insurance, Inc.), and the pension plan administration subsidiary (Caribbean Pension Consultants,
Inc.). The core operations of this segment are financial planning, money management and investment
banking, brokerage services, insurance sales activity, corporate and individual trust and
retirement services, as well as pension plan administration services.
The Treasury segment encompasses all of the Groups asset/liability management activities such as:
purchases and sales of investment securities, interest rate risk management, derivatives, and
borrowings. Intersegment sales and transfers, if any, are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The accounting policies of the
segments are the same as those described in the Summary of Significant Accounting Policies
included in the Groups annual report on Form 10-K.
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Following are the results of operations and the selected financial information by operating segment
as of and for the quarters ended June 30, 2011 and 2010:
Wealth | Total Major | Consolidated | ||||||||||||||||||||||
Banking | Management | Treasury | Segments | Eliminations | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Quarter Ended June 30, 2011 |
||||||||||||||||||||||||
Interest income |
$ | 29,029 | $ | | $ | 53,173 | $ | 82,202 | $ | | $ | 82,202 | ||||||||||||
Interest expense |
(8,506 | ) | | (30,984 | ) | (39,490 | ) | | (39,490 | ) | ||||||||||||||
Net interest income |
20,523 | | 22,189 | 42,712 | | 42,712 | ||||||||||||||||||
Provision for non-covered loan and lease losses |
(3,800 | ) | | | (3,800 | ) | | (3,800 | ) | |||||||||||||||
Provision for covered loan and lease losses |
| | | | | - | ||||||||||||||||||
Non-interest income |
6,706 | 4,624 | 5,530 | 16,860 | | 16,860 | ||||||||||||||||||
Non-interest expenses |
(24,176 | ) | (4,177 | ) | (2,343 | ) | (30,696 | ) | | (30,696 | ) | |||||||||||||
Intersegment revenues |
311 | | | 311 | (311 | ) | | |||||||||||||||||
Intersegment expenses |
| (218 | ) | (93 | ) | (311 | ) | 311 | | |||||||||||||||
Income (loss) before income taxes |
$ | (436 | ) | $ | 229 | $ | 25,283 | $ | 25,076 | $ | | $ | 25,076 | |||||||||||
Total assets as of June 30, 2011 |
$ | 3,171,921 | $ | 14,340 | $ | 4,643,788 | $ | 7,830,049 | $ | (747,502 | ) | $ | 7,082,547 | |||||||||||
Wealth | Total Major | Consolidated | ||||||||||||||||||||||
Banking | Management | Treasury | Segments | Eliminations | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Quarter Ended June 30, 2010 |
||||||||||||||||||||||||
Interest income |
$ | 29,403 | $ | | $ | 50,441 | $ | 79,844 | $ | | $ | 79,844 | ||||||||||||
Interest expense |
(10,242 | ) | | (32,639 | ) | (42,881 | ) | | (42,881 | ) | ||||||||||||||
Net interest income |
19,161 | | 17,802 | 36,963 | | 36,963 | ||||||||||||||||||
Provision
for non-covered loan and lease losses |
(4,100 | ) | | | (4,100 | ) | | (4,100 | ) | |||||||||||||||
Non-interest income (loss) |
8,549 | 3,651 | (16,534 | ) | (4,334 | ) | | (4,334 | ) | |||||||||||||||
Non-interest expenses |
(20,711 | ) | (4,824 | ) | (2,315 | ) | (27,850 | ) | | (27,850 | ) | |||||||||||||
Intersegment revenues |
376 | (59 | ) | | 317 | (317 | ) | | ||||||||||||||||
Intersegment expenses |
| (264 | ) | (53 | ) | (317 | ) | 317 | | |||||||||||||||
Income (loss) before income taxes |
$ | 3,275 | $ | (1,496 | ) | $ | (1,100 | ) | $ | 679 | $ | | $ | 679 | ||||||||||
Total assets as of June 30, 2010 |
$ | 3,753,299 | $ | 10,901 | $ | 5,022,707 | $ | 8,786,907 | $ | (731,100 | ) | $ | 8,055,807 | |||||||||||
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Following are the results of operations and the selected financial information by operating
segment as of and for the six-month periods ended June 30, 2011 and 2010:
Wealth | Total Major | Consolidated | ||||||||||||||||||||||
Banking | Management | Treasury | Segments | Eliminations | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Six-month period ended June 30, 2011 |
||||||||||||||||||||||||
Interest income |
$ | 61,093 | $ | | $ | 99,017 | $ | 160,110 | $ | | $ | 160,110 | ||||||||||||
Interest expense |
(17,884 | ) | | (62,352 | ) | (80,236 | ) | | (80,236 | ) | ||||||||||||||
Net interest income |
43,209 | | 36,665 | 79,874 | | 79,874 | ||||||||||||||||||
Provision
for non-covered loan and lease losses |
(7,600 | ) | | | (7,600 | ) | | (7,600 | ) | |||||||||||||||
Provision
for covered loan and lease losses |
(549 | ) | | | (549 | ) | | (549 | ) | |||||||||||||||
Non-interest income |
13,454 | 9,376 | 1,560 | 24,390 | | 24,390 | ||||||||||||||||||
Non-interest expenses |
(48,415 | ) | (8,195 | ) | (4,876 | ) | (61,486 | ) | | (61,486 | ) | |||||||||||||
Intersegment revenues |
723 | | | 723 | (723 | ) | | |||||||||||||||||
Intersegment expenses |
| (506 | ) | (217 | ) | (723 | ) | 723 | | |||||||||||||||
Income before income taxes |
$ | 822 | $ | 675 | $ | 33,132 | $ | 34,629 | $ | | $ | 34,629 | ||||||||||||
Total assets as of June 30, 2011 |
$ | 3,171,921 | $ | 14,340 | $ | 4,643,788 | $ | 7,830,049 | $ | (747,502 | ) | $ | 7,082,547 | |||||||||||
Wealth | Total Major | Consolidated | ||||||||||||||||||||||
Banking | Management | Treasury | Segments | Eliminations | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Six-month period ended June 30, 2010 |
||||||||||||||||||||||||
Interest income |
$ | 47,043 | $ | | $ | 103,136 | $ | 150,179 | $ | | $ | 150,179 | ||||||||||||
Interest expense |
(18,513 | ) | | (65,227 | ) | (83,740 | ) | | (83,740 | ) | ||||||||||||||
Net interest income |
28,530 | | 37,909 | 66,439 | | 66,439 | ||||||||||||||||||
Provision
for non-covered loan and lease losses |
(8,114 | ) | | | (8,114 | ) | | (8,114 | ) | |||||||||||||||
Non-interest income (loss) |
11,032 | 8,454 | (15,781 | ) | 3,705 | | 3,705 | |||||||||||||||||
Non-interest expenses |
(33,903 | ) | (8,024 | ) | (6,315 | ) | (48,242 | ) | | (48,242 | ) | |||||||||||||
Intersegment revenues |
720 | 763 | | 1,483 | (1,483 | ) | | |||||||||||||||||
Intersegment expenses |
| (1,400 | ) | (83 | ) | (1,483 | ) | 1,483 | | |||||||||||||||
Income (loss) before income taxes |
$ | (1,735 | ) | $ | (207 | ) | $ | 15,730 | $ | 13,788 | $ | | $ | 13,788 | ||||||||||
Total assets as of June 30, 2010 |
$ | 3,753,299 | $ | 10,901 | $ | 5,022,707 | $ | 8,786,907 | $ | (731,100 | ) | $ | 8,055,807 | |||||||||||
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Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SELECTED FINANCIAL DATA
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||||||||||
2011 | 2010 | Variance % | 2011 | 2010 | Variance % | |||||||||||||||||||
EARNINGS DATA: |
||||||||||||||||||||||||
Interest income |
$ | 82,202 | $ | 79,844 | 3.0 | % | $ | 160,110 | $ | 150,179 | 6.6 | % | ||||||||||||
Interest expense |
39,490 | 42,881 | -7.9 | % | 80,236 | 83,740 | -4.2 | % | ||||||||||||||||
Net interest income |
42,712 | 36,963 | 15.6 | % | 79,874 | 66,439 | 20.2 | % | ||||||||||||||||
Provision for non-covered loan and lease losses |
3,800 | 4,100 | -7.3 | % | 7,600 | 8,114 | -6.3 | % | ||||||||||||||||
Provision for covered loan and lease losses, net |
| | 0.0 | % | 549 | | 100.0 | % | ||||||||||||||||
Net interest income after provision for loan and lease losses |
38,912 | 32,863 | 18.4 | % | 71,725 | 58,325 | 23.0 | % | ||||||||||||||||
Non-interest income (loss) |
16,860 | (4,334 | ) | -489.0 | % | 24,390 | 3,705 | 558.3 | % | |||||||||||||||
Non-interest expenses |
30,696 | 27,850 | 10.2 | % | 61,486 | 48,242 | 27.5 | % | ||||||||||||||||
Income before taxes |
25,076 | 679 | 3593.1 | % | 34,629 | 13,788 | 151.2 | % | ||||||||||||||||
Income tax expense (benefit) |
(1,391 | ) | 34 | -4191.2 | % | 5,081 | 1,206 | 321.3 | % | |||||||||||||||
Net Income |
26,467 | 645 | 4003.4 | % | 29,548 | 12,582 | 134.8 | % | ||||||||||||||||
Less: Dividends on preferred stock |
(1,200 | ) | (1,733 | ) | -30.8 | % | (2,401 | ) | (2,934 | ) | -18.2 | % | ||||||||||||
Less: Allocation of undistributed earnings for participating preferred shares |
| (3,104 | ) | -100.0 | % | | (3,104 | ) | -100.0 | % | ||||||||||||||
Income available (loss) to common shareholders |
$ | 25,267 | $ | (4,192 | ) | -702.7 | % | $ | 27,147 | $ | 6,544 | 314.8 | % | |||||||||||
PER SHARE DATA: |
||||||||||||||||||||||||
Basic |
$ | 0.56 | $ | (0.13 | ) | -530.8 | % | $ | 0.60 | $ | 0.22 | 172.7 | % | |||||||||||
Diluted |
$ | 0.56 | $ | (0.13 | ) | -530.8 | % | $ | 0.59 | $ | 0.22 | 168.2 | % | |||||||||||
Average common shares outstanding and equivalents |
45,135 | 33,053 | 36.6 | % | 45,656 | 29,471 | 54.9 | % | ||||||||||||||||
Book value per common share |
$ | 14.91 | $ | 13.99 | 6.6 | % | $ | 14.91 | $ | 13.99 | 6.6 | % | ||||||||||||
Tangible book value per common share |
$ | 14.83 | $ | 13.87 | 6.9 | % | $ | 14.83 | $ | 13.87 | 6.9 | % | ||||||||||||
Market price at end of period |
$ | 12.89 | $ | 12.66 | 1.8 | % | $ | 12.89 | $ | 12.66 | 1.8 | % | ||||||||||||
Cash dividends declared per common share |
$ | 0.05 | $ | 0.04 | 25.0 | % | $ | 0.10 | $ | 0.08 | 25.0 | % | ||||||||||||
Cash dividends declared on common shares |
$ | 2,206 | $ | 1,322 | 66.9 | % | $ | 4,475 | $ | 2,644 | 69.3 | % | ||||||||||||
PERFORMANCE RATIOS: |
||||||||||||||||||||||||
Return on average assets (ROA) |
1.48 | % | 0.03 | % | 4833.3 | % | 0.82 | % | 0.37 | % | 121.6 | % | ||||||||||||
Return on average common equity (ROE) |
15.36 | % | -4.07 | % | -477.4 | % | 8.26 | % | 3.62 | % | 128.2 | % | ||||||||||||
Equity-to-assets ratio |
10.23 | % | 9.05 | % | 13.0 | % | 10.23 | % | 9.05 | % | 13.0 | % | ||||||||||||
Efficiency ratio |
57.89 | % | 59.25 | % | -2.3 | % | 61.08 | % | 57.52 | % | 6.2 | % | ||||||||||||
Expense ratio |
1.26 | % | 1.04 | % | 21.2 | % | 1.24 | % | 0.95 | % | 30.5 | % | ||||||||||||
Interest rate spread |
2.58 | % | 2.12 | % | 21.7 | % | 2.39 | % | 1.96 | % | 21.9 | % | ||||||||||||
Interest rate margin |
2.63 | % | 2.16 | % | 21.8 | % | 2.44 | % | 2.03 | % | 20.2 | % | ||||||||||||
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SELECTED FINANCIAL DATA
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
(IN THOUSANDS, EXCEPT PER SHARE DATA)
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
(IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, | December 31, | |||||||||||
2011 | 2010 | Variance % | ||||||||||
PERIOD END BALANCES AND CAPITAL RATIOS: |
||||||||||||
Investments and loans |
||||||||||||
Investments securities |
$ | 4,469,659 | $ | 4,413,957 | 1.3 | % | ||||||
Loans and leases not covered under shared-loss agreements with the FDIC, net |
1,164,706 | 1,151,868 | 1.1 | % | ||||||||
Loans and leases covered under shared-loss agreements with the FDIC, net |
542,543 | 620,711 | -12.6 | % | ||||||||
$ | 6,176,908 | $ | 6,186,536 | -0.2 | % | |||||||
Deposits and borrowings |
||||||||||||
Deposits |
$ | 2,385,231 | $ | 2,588,888 | -7.9 | % | ||||||
Securities sold under agreements to repurchase |
3,459,135 | 3,456,781 | 0.1 | % | ||||||||
Other borrowings |
455,476 | 466,140 | -2.3 | % | ||||||||
$ | 6,299,842 | $ | 6,511,809 | -3.3 | % | |||||||
Stockholders equity |
||||||||||||
Preferred stock |
$ | 68,000 | $ | 68,000 | 0.0 | % | ||||||
Common stock |
47,808 | 47,808 | 0.0 | % | ||||||||
Additional paid-in capital |
498,556 | 498,435 | 0.0 | % | ||||||||
Legal surplus |
49,414 | 46,331 | 6.7 | % | ||||||||
Retained earnings |
71,091 | 51,502 | 38.0 | % | ||||||||
Treasury stock, at cost |
(45,386 | ) | (16,732 | ) | 171.3 | % | ||||||
Accumulated other comprehensive income |
34,874 | 36,987 | -5.7 | % | ||||||||
$ | 724,357 | $ | 732,331 | -1.1 | % | |||||||
Capital ratios |
||||||||||||
Leverage capital |
9.74 | % | 9.50 | % | 2.5 | % | ||||||
Tier 1 risk-based capital |
30.40 | % | 31.05 | % | -2.1 | % | ||||||
Total risk-based capital |
31.68 | % | 32.33 | % | -2.0 | % | ||||||
Tier 1 common equity to risk-weighted assets |
27.40 | % | 28.03 | % | -2.2 | % | ||||||
Financial assets managed |
||||||||||||
Trust assets managed |
$ | 2,266,770 | $ | 2,175,270 | 4.2 | % | ||||||
Broker-dealer assets gathered |
$ | 1,859,580 | $ | 1,695,634 | 9.7 | % | ||||||
Total assets
managed |
$ | 4,126,350 | $ | 3,870,904 | 6.6 | % | ||||||
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OVERVIEW OF FINANCIAL PERFORMANCE
Introduction
The Groups diversified mix of businesses and products generates both the interest income
traditionally associated with a banking institution and non-interest income traditionally
associated with a financial services institution (generated by such businesses as securities
brokerage, fiduciary services, investment banking, insurance and retirement plan administration).
Although all of these businesses, to varying degrees, are affected by interest rate and financial
market fluctuations and other external factors, the Groups commitment is to continue producing a
balanced and growing revenue stream.
From time to time, the Group uses certain non-GAAP measures of financial performance to supplement
the financial statements presented in accordance with GAAP. The Group presents non-GAAP measures
when its management believes that the additional information is useful and meaningful to investors.
Non-GAAP measures do not have any standardized meaning and are therefore unlikely to be comparable
to similar measures presented by other companies. The presentation of non-GAAP measures is not
intended to be a substitute for, and should not be considered in isolation from, the financial
measures reported in accordance with GAAP. The Groups management has reported and discussed the
results of operations herein both on a GAAP basis and on a pre-tax operating income basis (defined
as net interest income, less provision for non-covered loan and lease losses, plus banking and
wealth management revenues, less non-interest expenses, and calculated on the accompanying table).
The Groups management believes that, given the nature of the items excluded from the definition of
pre-tax operating income, it is useful to state what the results of operations would have been
without them so that investors can see the financial trends from the Groups continuing business.
For the quarter ended June 30, 2011, the Groups income available to common shareholders totaled
$25.3 million, or $0.56 per basic and diluted earnings per common share. This compares to $4.2
million in loss to common shareholders, or ($0.13) per basic and diluted earnings per common share,
respectively, for the quarter ended June 30, 2010. For the six-month period ended June 30, 2011,
the Groups income available to common shareholders totaled $27.1 million, or $0.60 and $0.59 per
basic and diluted earnings per share common share, respectively, an increase from the six-month
period ended June 30, 2010, where income available to common shareholders totaled $6.5 million or
$0.22 per basic and diluted earnings per common share.
Highlights
| Pre-tax operating income for the quarter ended June 30, 2011 of $18.5 million increased 23.1% from the quarter ended June 30, 2010, and for the six-month period ended June 30, 2011 increased 14.8% to $31.6 million from the same period in 2010. |
Quarter Ended | Six-Month Period Ended | |||||||||||||||
June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | |||||||||||||
PRE-TAX OPERATING INCOME |
||||||||||||||||
Net interest income |
$ | 42,712 | $ | 36,963 | $ | 79,874 | $ | 66,439 | ||||||||
Less provision for non-covered loan and lease losses |
(3,800 | ) | (4,100 | ) | (7,600 | ) | (8,114 | ) | ||||||||
Core non-interest income: |
||||||||||||||||
Wealth management revenues |
4,572 | 4,659 | 9,255 | 8,637 | ||||||||||||
Banking service revenues |
3,306 | 3,041 | 7,143 | 4,663 | ||||||||||||
Mortgage banking activities |
2,435 | 2,339 | 4,394 | 4,136 | ||||||||||||
Total core non-interest income |
10,313 | 10,039 | 20,792 | 17,436 | ||||||||||||
Less non interest expenses |
(30,696 | ) | (27,850 | ) | (61,486 | ) | (48,242 | ) | ||||||||
Total Pre-tax operating income |
$ | 18,529 | $ | 15,052 | $ | 31,580 | $ | 27,519 | ||||||||
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Table of Contents
| Operating revenues for the quarter ended June 30, 2011 increased 82.6%, or $26.9 million, to $59.6 million from the quarter ended June 30, 2010, and for the six-month period ended June 30, 2011, increased 48.6% to $104.3 million from the same period in 2010. |
Quarter Ended | Six-Month Period Ended | |||||||||||||||
June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | |||||||||||||
OPERATING REVENUES |
||||||||||||||||
Net interest income |
$ | 42,712 | $ | 36,963 | $ | 79,874 | $ | 66,439 | ||||||||
Non-interest income (loss), net |
16,860 | (4,334 | ) | 24,390 | 3,705 | |||||||||||
Total operating revenues |
$ | 59,572 | $ | 32,629 | $ | 104,264 | $ | 70,144 | ||||||||
| Income available to common shareholders for the quarter and six-month period ended June 30, 2011 increased to $25.3 million and $27.1 million, respectively, compared to a loss of $4.2 million and an income of $6.5 million for the same periods in 2010. | ||
| Diluted income per common share for the quarter and six-month period ended June 30, 2011 increased to $0.56 and $0.59, respectively, compared to a loss of $0.13 and an income of $0.22 for the same periods in 2010. | ||
| There were approximately 45.1 million and 45.7 million average common shares outstanding in the quarter and six-month period ended June 30, 2011, respectively, up 36.6% and 54.9% from the same periods in 2010. | ||
| Loan production for the quarter and six-month period ended June 30, 2011 totaled $116.7 million and $194.6 million, respectively, up 30.6% and 16.2% from the same periods in 2010. Commercial loan production for the quarter and six-month period ended June 30, 2011 of $45.6 million and $62.3 million, respectively, increased 125.5% and 54.5% from the same periods in 2010. | ||
| Net interest income for the quarter and six-month period ended June 30, 2011 was $42.7 million and $79.9 million, respectively, up 15.6% and 20.2% from the same period in 2010. The quarter increase from a year ago primarily reflects a 22.9% increase in interest income on mortgage backed securities, mainly as a result of lower premium amortization based on a slowdown in pre-payments during the quarter, a decrease of 7.7% in interest expense on securities sold under agreements to repurchase, and interest paid on the FDIC a purchase money promissory note during 2010. The six-month period increase from a year ago primarily reflects a 135.5% increase in interest income on covered loans, and interest paid on the FDIC a purchase money promissory note during 2010. | ||
| Core retail deposit cost for the quarter and six-month period ended June 30, 2011 was 1.83% and 1.91%, respectively, down 54 basis points and 45 basis points, respectively, from the same periods in 2010, primarily due to the maturing of higher-priced retail certificates of deposit. | ||
| Book value per share was $14.91 at June 30, 2011 compared to $14.33 at December 31, 2010; total stockholders equity was $724.4 million (which reflects approximately $29.1 million in stock repurchases during the first two quarters of 2011), compared to $732.3 million at December 31, 2010; and tangible common equity to total assets was 9.22% compared to 9.04% at December 31, 2010. |
Other Highlights
| Net interest margin of 2.63% and 2.44% for the quarter and six-month period ended June 30, 2011, respectively, increased 47 basis points and 38 basis points from the same periods in 2010. | ||
| Up to March 31, 2011, residential mortgage loans well collateralized and in process of collection were placed on non-accrual status when reaching 365 days past due. On April 1, 2011, the Bank changed on a prospective basis its policy, to place on non-accrual status residential mortgage loans well collateralized and in process of collection when reaching 90 days past due. All loans that were between 90 and 365 days past due at the time of changing the policy were also placed on non-accrual status, and the interest receivable on such loans at the time of changing the policy is evaluated at least on a quarterly basis against the collateral underlying the loans, and written-down, if necessary. On April 1, 2011, mortgage loans between 90 and 365 days past due that were placed in non-accrual status amounted to $39.8 million. | ||
| The Group recorded a $1.8 million negative adjustment to interest income from non-covered residential mortgage loans as certain interest receivable accrued in prior years was deemed to be uncollectible, which represents a decrease of $0.4 and $0.03 in earnings per common share for the quarter and six-month period June 30, 2011, respectively. |
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Table of Contents
| Total interest income for the quarter and six-month period ended June 30, 2011, increased 3.0% and 6.6%, respectively, as compared to the same periods in 2010, to $82.2 million and $160.1 million. Excluding the previously mentioned adjustment, interest income from non-covered loans remained level, while interest income from covered loans increased, due to one less month of interest during 2010. | ||
| Total interest expense for the quarter and six-month period ended June 30, 2011, fell 7.9% and 4.2%, respectively, to $39.5 million and $80.2 million as compared to the same periods in 2010. For the quarter, this reflects both lower cost of deposits (1.89% vs. 2.08%) and of securities sold under agreements to repurchase (2.72% vs. 2.86%). For the six-month period, this also reflects both lower cost of deposits (1.90% vs. 2.37%) and of securities sold under agreements to repurchase (2.75% vs. 2.84%). | ||
| Provision for non-covered loans for the quarter and six-month period ended June 30, 2011, decreased 7.3% and 6.3%, respectively, to $3.8 million and $7.6 million as compared to the same periods in 2010. Provision for covered loans for the six-month period ended June 30, 2011 was $549 thousand, no provision for covered loans was deemed necessary during the quarter ended June 30, 2011. | ||
| Net interest income after provision for loan and lease losses for the quarter and six-month period ended June 30, 2011, increased 18.4% and 23.0%, respectively, to $38.9 million and $71.7 million as compared to the same periods in 2010. Net interest margin for the quarter and six-month period ended June 30, 2011, expanded to 2.63% and 2.44%, respectively, from 2.16% and 2.03% as compared to the same periods in 2010. | ||
| Assets under management, which generate recurring non-interest income, rose 6.6% to $4.1 billion at June 30, 2011, from $3.9 billion at December 31, 2010. | ||
| Income from mortgage banking activities for the quarter and six-month period ended June 30, 2011, increased 4.1% and 6.2%, respectively, to $2.4 million and $4.4 million as compared to the same periods in 2010; as the Group obtained favorable pricing of mortgages sold into the secondary market. | ||
| Non-interest expenses of $30.7 million and $61.5 million for the quarter and six-month period ended June 30, 2011, respectively, were $2.8 million and $13.2 million greater than in the same periods in 2010. These increases are mostly related to higher expenses as a result of the FDIC-assisted acquisition. | ||
| Net credit losses (excluding loans covered under shared-loss agreements with the FDIC) of $2.3 million and $4.8 million during the quarter and six-month period ended June 30, 2011, respectively, represented an increase of $0.2 million and $1.4 million from the same periods in 2010. Non-performing loans (NPLs) increased 6.0% from December 31, 2010. The Group does not expect NPLs to result in significantly higher losses as most loans are well-collateralized residential mortgages with adequate loan-to-value ratios. | ||
| Core retail deposits, which excludes institutional and brokered deposits, decreased 2.2% to $2.0 billion from December 31, 2010, while the Group strategically reduced institutional and brokered deposits by $159.9 million. Total borrowings declined 0.2% due to a reduction of short-term borrowings. | ||
| Investment securities of $4.5 billion increased 1.3%, or $55.7 million, from December 31, 2010. This reflects a reduction of 3.2%, or $119.0 million, in the available-for-sale portfolio, due to the maturity of FNMA and FHLMC certificates, and an increase of 25.2%, or $173.9 million, in the held-to-maturity portfolio. | ||
| Approximately 97% of the Groups investment portfolio consists of agency mortgage-backed securities guaranteed or issued by FNMA, FHLMC or GNMA. |
Share Count
| There were 44.0 million common shares outstanding at June 30, 2011, a decrease of 5.0% from December 31, 2010 due to the Groups stock repurchase programs. | ||
| On June 29, 2011, the Group announced completion of its $30 million common stock repurchase program and the adoption of a new program to purchase an additional $70 million in shares in the open market. | ||
| Under the $30 million program, initiated in February 2011, the Group purchased a total of 2,406,303 shares, equal to approximately 5.5% of shares outstanding, at an average price of $12.10 per share. As part of this program, during the second quarter, the Group returned $16.6 million to shareholders, buying back 1,377,724 shares, at an average price of $12.08 per share. |
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Capital
| The Group continues to maintain regulatory capital ratios well above the requirements for a well-capitalized institution. | ||
| At June 30, 2011, the Leverage Capital Ratio was 9.74%, Tier-1 Risk-Based Capital Ratio was 30.40%, and Total Risk-Based Capital Ratio was 31.68%. |
Non-Operating Items
Non-operating items included the following major items:
| $9.1 million gain on the sale of investment securities with a book value of $156.3 million as the Group took advantage of market opportunities. | ||
| $3.6 million in derivative loss from the strategic decision to sell the Groups remaining swap options, purchase new swaps to manage interest rate exposure, and apply hedge accounting to them. As a result, fluctuations in valuation of the swaps that meet the hedge effectiveness requirements are recorded in other comprehensive income. | ||
| $3.0 million tax benefit from the settlement of various tax contingencies. | ||
| Accretion of $1.0 million and $2.2 million for the quarter and six-month period ended June 30, 2011, respectively, of the FDIC loss-share indemnification asset related to the loan portfolio acquired in the FDIC-assisted acquisition of Eurobank. The estimated fair value of this asset was determined by discounting the projected cash flows related to the shared-loss agreements based on expected reimbursements, primarily for credit losses on covered assets. The time value of money incorporated into the present value computation is accreted over the shorter of the shared-loss agreements terms or the holding period of the covered assets. |
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TABLE 1 QUARTERLY ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE
FOR THE QUARTERS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
FOR THE QUARTERS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
Interest | Average rate | Average balance | ||||||||||||||||||||||
June | June | June | June | June | June | |||||||||||||||||||
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||||||||||||||||||
A TAX EQUIVALENT SPREAD |
||||||||||||||||||||||||
Interest-earning assets |
$ | 82,202 | $ | 79,844 | 5.06 | % | 4.67 | % | $ | 6,492,652 | $ | 6,844,314 | ||||||||||||
Tax equivalent adjustment |
11,294 | 23,193 | 0.70 | % | 1.36 | % | | | ||||||||||||||||
Interest-earning assets tax equivalent |
93,496 | 103,037 | 5.76 | % | 6.03 | % | 6,492,652 | 6,844,314 | ||||||||||||||||
Interest-bearing liabilities |
39,490 | 42,881 | 2.48 | % | 2.54 | % | 6,369,220 | 6,760,020 | ||||||||||||||||
Tax equivalent net interest income / spread |
54,006 | 60,156 | 3.28 | % | 3.49 | % | 123,432 | 84,294 | ||||||||||||||||
Tax equivalent interest rate margin |
3.33 | % | 3.52 | % | ||||||||||||||||||||
B NORMAL SPREAD |
||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Investments: |
||||||||||||||||||||||||
Investment securities |
52,903 | 50,299 | 4.82 | % | 4.31 | % | 4,390,426 | 4,663,716 | ||||||||||||||||
Trading securities |
| 2 | | 4.26 | % | 1,212 | 188 | |||||||||||||||||
Money market investments |
270 | 143 | 0.31 | % | 0.11 | % | 349,940 | 505,183 | ||||||||||||||||
53,173 | 50,444 | 4.49 | % | 3.90 | % | 4,741,578 | 5,169,087 | |||||||||||||||||
Loans not covered under shared-loss agreements with the FDIC: |
||||||||||||||||||||||||
Mortgage |
11,349 | 14,188 | 5.16 | % | 6.12 | % | 879,559 | 925,079 | ||||||||||||||||
Commercial |
3,500 | 2,964 | 5.78 | % | 5.85 | % | 242,035 | 202,802 | ||||||||||||||||
Leasing |
286 | | 7.45 | % | | 15,353 | | |||||||||||||||||
Consumer |
834 | 661 | 8.05 | % | 10.15 | % | 41,431 | 26,062 | ||||||||||||||||
15,969 | 17,813 | 5.42 | % | 6.17 | % | 1,178,378 | 1,153,943 | |||||||||||||||||
Loans covered under shared-loss agreements witht the FDIC: |
||||||||||||||||||||||||
Loans secured by residential properties |
3,385 | 2,611 | 7.64 | % | 7.71 | % | 177,277 | 135,499 | ||||||||||||||||
Commercial and construction |
7,516 | 6,243 | 8.20 | % | 8.50 | % | 366,738 | 293,726 | ||||||||||||||||
Leasing |
1,794 | 2,333 | 11.02 | % | 12.20 | % | 65,126 | 76,471 | ||||||||||||||||
Consumer |
365 | 400 | 8.58 | % | 10.26 | % | 17,030 | 15,588 | ||||||||||||||||
Allowance for loan and lease losses on covered loans |
| | | | (53,475 | ) | | |||||||||||||||||
13,060 | 11,587 | 9.12 | % | 8.89 | % | 572,696 | 521,284 | |||||||||||||||||
29,029 | 29,400 | 6.63 | % | 7.02 | % | 1,751,074 | 1,675,227 | |||||||||||||||||
82,202 | 79,844 | 5.06 | % | 4.67 | % | 6,492,652 | 6,844,314 | |||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Non-interest bearing deposits |
| | | | 173,473 | 124,801 | ||||||||||||||||||
Now accounts |
3,081 | 3,831 | 1.61 | % | 2.25 | % | 764,872 | 681,308 | ||||||||||||||||
Savings and money market |
832 | 726 | 1.40 | % | 1.63 | % | 238,507 | 178,137 | ||||||||||||||||
Individual retirement accounts |
2,451 | 2,573 | 2.74 | % | 3.08 | % | 358,385 | 334,575 | ||||||||||||||||
Retail certificates of deposits |
2,839 | 2,968 | 2.40 | % | 3.05 | % | 472,325 | 388,882 | ||||||||||||||||
Total retail deposits |
9,203 | 10,098 | 1.83 | % | 2.37 | % | 2,007,562 | 1,707,703 | ||||||||||||||||
Institutional deposits |
920 | 747 | 1.67 | % | 0.67 | % | 220,660 | 447,164 | ||||||||||||||||
Brokered deposits |
1,465 | 1,106 | 2.68 | % | 3.09 | % | 218,430 | 143,398 | ||||||||||||||||
Total wholesale deposits |
2,385 | 1,853 | 2.17 | % | 1.26 | % | 439,090 | 590,561 | ||||||||||||||||
11,588 | 11,951 | 1.89 | % | 2.08 | % | 2,446,652 | 2,298,265 | |||||||||||||||||
Borrowings: |
||||||||||||||||||||||||
Securities sold under agreements to repurchase |
23,512 | 25,487 | 2.72 | % | 2.86 | % | 3,462,117 | 3,567,219 | ||||||||||||||||
Advances from FHLB and other borrowings |
3,061 | 3,053 | 3.84 | % | 3.70 | % | 319,004 | 330,340 | ||||||||||||||||
FDIC-guaranteed term notes |
1,021 | 1,021 | 3.88 | % | 3.88 | % | 105,364 | 105,369 | ||||||||||||||||
Purchase money note issued to the FDIC |
| 1,064 | | 1.01 | % | | 422,744 | |||||||||||||||||
Subordinated capital notes |
308 | 305 | 3.41 | % | 3.38 | % | 36,083 | 36,083 | ||||||||||||||||
27,902 | 30,930 | 2.85 | % | 2.77 | % | 3,922,568 | 4,461,755 | |||||||||||||||||
39,490 | 42,881 | 2.48 | % | 2.54 | % | 6,369,220 | 6,760,020 | |||||||||||||||||
Net interest income / spread |
$ | 42,712 | $ | 36,963 | 2.58 | % | 2.12 | % | ||||||||||||||||
Interest rate margin |
2.63 | % | 2.16 | % | ||||||||||||||||||||
Excess of average interest-earning assets over average interest-bearing
liabilities |
$ | 123,432 | $ | 84,294 | ||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities ratio |
101.94 | % | 101.25 | % | ||||||||||||||||||||
C CHANGES IN NET INTEREST INCOME DUE TO:
Volume | Rate | Total | ||||||||||
Interest Income: |
||||||||||||
Investments |
$ | (4,172 | ) | $ | 6,901 | $ | 2,729 | |||||
Loans |
1,520 | (1,891 | ) | (371 | ) | |||||||
(2,652 | ) | 5,010 | 2,358 | |||||||||
Interest Expense: |
||||||||||||
Deposits |
772 | (1,135 | ) | (363 | ) | |||||||
Securities sold under agreements to repurchase |
(751 | ) | (1,224 | ) | (1,975 | ) | ||||||
Other borrowings |
(1,169 | ) | 116 | (1,053 | ) | |||||||
(1,148 | ) | (2,243 | ) | (3,391 | ) | |||||||
Net Interest Income |
$ | (1,504 | ) | $ | 7,253 | $ | 5,749 | |||||
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TABLE 1/A YEAR-TO-DATE ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
Interest | Average rate | Average balance | ||||||||||||||||||||||
June | June | June | June | June | June | |||||||||||||||||||
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||||||||||||||||||
A TAX EQUIVALENT SPREAD |
||||||||||||||||||||||||
Interest-earning assets |
$ | 160,111 | $ | 150,179 | 4.89 | % | 4.65 | % | $ | 6,548,676 | $ | 6,457,678 | ||||||||||||
Tax equivalent adjustment |
22,618 | 23,193 | 0.69 | % | 0.72 | % | | | ||||||||||||||||
Interest-earning assets tax equivalent |
182,729 | 173,372 | 5.58 | % | 5.37 | % | 6,548,676 | 6,457,678 | ||||||||||||||||
Interest-bearing liabilities |
80,235 | 84,644 | 2.50 | % | 2.69 | % | 6,426,453 | 6,288,282 | ||||||||||||||||
Tax equivalent net interest income / spread |
102,494 | 88,728 | 3.08 | % | 2.68 | % | 122,223 | 169,396 | ||||||||||||||||
Tax equivalent interest rate margin |
3.13 | % | 2.75 | % | ||||||||||||||||||||
B NORMAL SPREAD |
||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Investments: |
||||||||||||||||||||||||
Investment securities |
98,497 | 102,955 | 4.45 | % | 4.42 | % | 4,425,902 | 4,658,607 | ||||||||||||||||
Trading securities |
| 3 | | 2.64 | % | 1,078 | 227 | |||||||||||||||||
Money market investments |
520 | 185 | 0.29 | % | 0.10 | % | 354,076 | 386,167 | ||||||||||||||||
99,017 | 103,143 | 4.14 | % | 4.09 | % | 4,781,056 | 5,045,001 | |||||||||||||||||
Loans not covered under shared-loss agreements with the FDIC: |
||||||||||||||||||||||||
Mortgage |
24,613 | 28,675 | 5.56 | % | 6.17 | % | 885,724 | 928,869 | ||||||||||||||||
Commercial |
7,004 | 5,730 | 5.91 | % | 5.77 | % | 237,129 | 198,602 | ||||||||||||||||
Leasing |
561 | | 8.61 | % | | 13,029 | | |||||||||||||||||
Consumer |
1,630 | 1,045 | 8.26 | % | 8.51 | % | 39,471 | 24,562 | ||||||||||||||||
33,808 | 35,450 | 5.75 | % | 6.15 | % | 1,175,353 | 1,152,033 | |||||||||||||||||
Loans covered under shared-loss agreements with the FDIC: |
||||||||||||||||||||||||
Loans secured by residential properties |
6,881 | 2,610 | 7.63 | % | 7.70 | % | 180,343 | 67,750 | ||||||||||||||||
Commercial and construction |
15,274 | 6,243 | 8.13 | % | 8.50 | % | 375,914 | 146,863 | ||||||||||||||||
Leasing |
4,278 | 2,333 | 12.29 | % | 12.20 | % | 69,636 | 38,236 | ||||||||||||||||
Consumer |
852 | 400 | 9.59 | % | 10.26 | % | 17,777 | 7,794 | ||||||||||||||||
Allowance for loan and lease losses on covered loans |
| | | | (51,403 | ) | | |||||||||||||||||
27,285 | 11,586 | 9.21 | % | 8.89 | % | 592,267 | 260,643 | |||||||||||||||||
61,093 | 47,036 | 6.91 | % | 6.66 | % | 1,767,620 | 1,412,676 | |||||||||||||||||
160,110 | 150,179 | 4.89 | % | 4.65 | % | 6,548,676 | 6,457,677 | |||||||||||||||||
Interest-bearing liabilities: Deposits: |
||||||||||||||||||||||||
Non-interest bearing deposits |
| | | | 171,324 | 97,778 | ||||||||||||||||||
Now accounts |
6,651 | 7,327 | 1.72 | % | 2.24 | % | 771,220 | 653,230 | ||||||||||||||||
Savings and money market |
1,859 | 1,135 | 1.53 | % | 1.65 | % | 243,108 | 137,412 | ||||||||||||||||
Individual retirement accounts |
5,084 | 5,101 | 2.83 | % | 3.13 | % | 359,367 | 325,791 | ||||||||||||||||
Retail certificates of deposits |
5,693 | 4,999 | 2.40 | % | 3.27 | % | 474,945 | 360,592 | ||||||||||||||||
Total retail deposits |
19,287 | 18,562 | 1.91 | % | 2.47 | % | 2,019,964 | 1,574,803 | ||||||||||||||||
Institutional deposits |
1,823 | 2,193 | 1.53 | % | 1.48 | % | 237,832 | 297,013 | ||||||||||||||||
Brokered deposits |
2,692 | 2,439 | 2.19 | % | 3.09 | % | 245,413 | 157,723 | ||||||||||||||||
Total wholesale deposits |
4,515 | 4,632 | 1.87 | % | 2.04 | % | 483,245 | 454,736 | ||||||||||||||||
23,802 | 23,194 | 1.90 | % | 2.37 | % | 2,503,209 | 2,029,539 | |||||||||||||||||
Borrowings: |
||||||||||||||||||||||||
Securities sold under agreements to repurchase |
47,671 | 50,772 | 2.75 | % | 2.84 | % | 3,462,187 | 3,578,138 | ||||||||||||||||
Advances from FHLB and other borrowings |
6,110 | 6,065 | 3.83 | % | 3.70 | % | 319,372 | 327,544 | ||||||||||||||||
FDIC-guaranteed term notes |
2,042 | 2,042 | 3.87 | % | 3.87 | % | 105,602 | 105,605 | ||||||||||||||||
Purchase money note issued to the FDIC |
| 1,064 | | 1.01 | % | | 211,372 | |||||||||||||||||
Subordinated capital notes |
611 | 603 | 3.39 | % | 3.34 | % | 36,083 | 36,083 | ||||||||||||||||
56,434 | 60,546 | 2.88 | % | 2.84 | % | 3,923,244 | 4,258,742 | |||||||||||||||||
80,236 | 83,740 | 2.50 | % | 2.69 | % | 6,426,453 | 6,288,281 | |||||||||||||||||
Net interest income / spread |
$ | 79,874 | $ | 66,439 | 2.39 | % | 1.96 | % | ||||||||||||||||
Interest rate margin |
2.44 | % | 2.03 | % | ||||||||||||||||||||
Excess of average interest-earning assets over average interest-bearing
liabilities |
$ | 122,223 | $ | 169,396 | ||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities ratio |
101.90 | % | 102.69 | % | ||||||||||||||||||||
C CHANGES IN NET INTEREST INCOME DUE TO:
Volume | Rate | Total | ||||||||||
Interest Income: |
||||||||||||
Investments |
$ | (5,396 | ) | $ | 1,270 | $ | (4,126 | ) | ||||
Loans |
15,459 | (1,402 | ) | 14,057 | ||||||||
10,063 | (132 | ) | 9,931 | |||||||||
Interest Expense: |
||||||||||||
Deposits |
5,413 | (4,805 | ) | 608 | ||||||||
Securities sold under agreements to repurchase |
(1,645 | ) | (1,456 | ) | (3,101 | ) | ||||||
Other borrowings |
(1,216 | ) | 205 | (1,011 | ) | |||||||
2,552 | (6,056 | ) | (3,504 | ) | ||||||||
Net Interest Income |
$ | 7,511 | $ | 5,924 | $ | 13,435 | ||||||
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Net interest income is a function of the difference between rates earned on the Groups
interest-earning assets and rates paid on its interest-bearing liabilities (interest rate spread)
and the relative amounts of its interest-earning assets and interest-bearing liabilities (interest
rate margin). The Group constantly monitors the composition and re-pricing of its assets and
liabilities to maintain its net interest income at adequate levels.
Net interest income amounted to $42.7 million and $79.9 million for the quarter and six-month
period ended June 30, 2011, respectively, an increase of 15.6% and 20.2% from $37.0 million and
$66.4 million for the same periods in 2010. This increase reflects a 3.0% and 6.6% increase in
interest income for the quarter and six-month period ended June 30, 2011, respectively.
Interest rate spread increased 46 basis points to 2.58% for the quarter ended June 30, 2011 from
2.12% in the quarter ended June 30, 2010, and increased 43 basis point to 2.39% for the six-month
period ended June 30, 2011 from 1.96% for the same period in 2010. These increases in the spread
reflect a decrease of 6 basis points in the average cost of funds to 2.48% in the quarter ended
June 30, 2011 from 2.54% in the quarter ended June 30, 2010, a 39 basis points increase in the
average yield of interest earning assets to 5.06% in the quarter ended June 30, 2011 from 4.67% in
the quarter ended June 30, 2010, a 19 basis point decrease in the average cost of funds to 2.50% in
the six-month period ended June 30, 2011 from 2.69% for the same period in 2010, and a 24 basis
point increase in the average yield of interest earning assets to 4.89% in the six-month period
ended June 30, 2011 from 4.65% for the same period in 2010, as further explained below.
The increase in interest income for the quarter was primarily the result of a $5.0 million increase
in rate variance, partially offset by a decrease of $2.7 million in volume variance. The six-month
period increase in interest income was primarily the result of a $10.1 million increase in volume
variance, partially offset by a decrease of $131 thousand in rate variance. Interest income from
loans decreased 1.3% to $29.0 million and increased 29.9% to $61.1 million for the quarter and
six-month period ended June 30, 2011, respectively, mainly due to the contribution of loans
acquired. Interest income on investments increased 5.4% to $53.2 million and decreased 4.0% to
$99.0 million for the quarter and six-month period ended June 30, 2011, compared to $50.4 million
and $103.1 million for the same periods in 2010, reflecting an increase in yield for the quarter,
mainly as a result of lower premium amortization based on a slowdown in pre-payments, and a
decrease in average balance for the six-month period.
Interest expense decreased 7.9% and 4.2% reaching $39.5 million and $80.2 million for the quarter
and six-month period ended June 30, 2011, respectively. The quarter decrease was primarily the
result of a $2.2 million decrease in rate variance, and a decrease of $1.1 million in volume
variance. The six-month period decrease was primarily the result of a $6.1 million decrease in rate
variance, partially offset by an increase of $2.6 million in volume variance. These decreases are
due to a reduction in the cost of funds, which decreased 6 basis points and 19 basis points from
the previous year quarter and six-month period to 2.48% and 2.50%, respectively. Reduction in the
cost of funds is mostly due to a reduction in the rate paid on deposits, mainly due to the premium
amortization on certificates of deposit assumed in the FDIC-assisted acquisition and due to the
maturing of higher-priced retail certificate of deposits. For the quarter and six-month period
ended June 30, 2011, the cost of deposits decreased by 19 basis points and 47 basis points to 1.89%
and 1.90% compared to 2.08% and 2.37% for the same periods in 2010. Also, the maturity of $100.0
million in securities sold under agreements to repurchase in August 2010 contributed to the
reduction in the cost of funds.
For the quarter and six-month period ended June 30, 2011, the average balances of total
interest-earning assets were $6.493 billion and $6.549 billion, respectively, a 5.1% decrease and
1.4% increase from the same period in 2010. The decrease in the quarterly average balance of
interest-earning assets was mainly attributable to an 8.3% decrease in average investments, and
partially offset by a 4.5% increase in average loans. The increase in the year-to-date average
balance of interest-earning assets was mainly attributable to the contribution made to average
balances by covered loans acquired in the FDIC-assisted acquisition, which averaged $592.3 million,
accompanied by a 2.0% increase in average non-covered loans, and partially offset by a 5.2%
decrease in average investments. As of June 30, 2011, the Group had $281.0 million in cash and cash
equivalents versus $448.9 million as of December 31, 2010.
For the quarter and six-month period ended June 30, 2011, the average yield on interest-earning
assets was 5.06% and 4.89%, respectively, compared to 4.67% and 4.65% for the same periods in 2010.
This increase was mainly due to higher average yields in the loan portfolio, mainly due to the
aforementioned covered loans acquired in the FDIC-assisted acquisition with an
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Table of Contents
average yield of
9.12% and 9.21% for the quarter and six-month period ended June 30, 2011, respectively. Also, the
investment portfolio yield increased to 4.49% and 4.14% in the quarter and six-month period ended
June 30, 2011, versus 3.90% and 4.09% for the same periods in 2010.
TABLE 2 NON-INTEREST INCOME SUMMARY
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
Quarter ended June 30, | Six-month Period ended June 30, | |||||||||||||||||||||||
2011 | 2010 | Variance % | 2011 | 2010 | Variance % | |||||||||||||||||||
Wealth management revenues |
$ | 4,572 | $ | 4,659 | -1.9 | % | $ | 9,255 | $ | 8,637 | 7.2 | % | ||||||||||||
Banking service revenues |
3,306 | 3,041 | 8.7 | % | 7,143 | 4,663 | 53.2 | % | ||||||||||||||||
Mortgage banking activities |
2,435 | 2,339 | 4.1 | % | 4,394 | 4,136 | 6.2 | % | ||||||||||||||||
Total banking and wealth management revenues |
10,313 | 10,039 | 2.7 | % | 20,792 | 17,436 | 19.2 | % | ||||||||||||||||
Total other-than-temporarily impaired securities |
| (1,796 | ) | -100.0 | % | | (41,386 | ) | -100.0 | % | ||||||||||||||
Portion of loss on securities recognized in other comprehensive income |
| | 0.0 | % | | 38,958 | -100.0 | % | ||||||||||||||||
Other-than-temporary impairments on securities |
| (1,796 | ) | -100.0 | % | | (2,428 | ) | -100.0 | % | ||||||||||||||
Accretion of FDIC loss-share indemnification asset |
1,020 | 1,314 | -22.4 | % | 2,231 | 1,314 | 69.8 | % | ||||||||||||||||
Fair value adjustment on FDIC equity appreciation instrument |
| 909 | -100.0 | % | | 909 | -100.0 | % | ||||||||||||||||
Net gain (loss) on: |
||||||||||||||||||||||||
Sale of securities |
9,132 | 11,833 | -22.8 | % | 9,130 | 23,853 | -61.7 | % | ||||||||||||||||
Derivatives |
(3,603 | ) | (26,615 | ) | -86.5 | % | (7,571 | ) | (37,251 | ) | -79.7 | % | ||||||||||||
Trading securities |
(6 | ) | 1 | -700.0 | % | (37 | ) | (2 | ) | 1750.0 | % | |||||||||||||
Foreclosed real estate |
(3 | ) | (26 | ) | -88.5 | % | (135 | ) | (143 | ) | -5.6 | % | ||||||||||||
Other |
7 | 7 | 0.0 | % | (20 | ) | 17 | -217.6 | % | |||||||||||||||
6,547 | (14,373 | ) | -145.6 | % | 3,598 | (13,731 | ) | -126.2 | % | |||||||||||||||
Total non-interest income (loss) |
$ | 16,860 | $ | (4,334 | ) | -489.0 | % | $ | 24,390 | $ | 3,705 | 558.3 | % | |||||||||||
Non-interest income is affected by the amount of securities, derivatives and trading transactions,
the level of trust assets under management, transactions generated by the gathering of financial
assets by the securities broker-dealer subsidiary, the level of investment and mortgage banking
activities, and the fees generated from loans, deposit accounts, and insurance activities.
Non-interest income totaled $16.9 million and $24.4 million for the quarter and six-month period
ended June 30, 2011, an increase of $21.2 million and $28.1 million, when compared to a
non-interest loss of $4.3 million and a non-interest income of $3.7 million during the same periods
in 2010. These increases are mainly related to the fact that during the quarter and six-month
period ended June 30, 2011 the Group did not record significant losses on derivatives as compared
to the same periods in 2010. During the quarter ended June 30, 2011, the Group recorded $3.6
million in derivative losses, primarily as a result of the strategic decision to sell remaining
swap options at a loss of $2.2 million and purchase new swaps to manage interest rate risk and
apply hedge accounting to them. Following the same strategic decision, for the six-month period
ended June 30, 2011, the Group entered into new swaps with an aggregate notional amount of $1.43
billion designated as cash flow hedges. An unrealized loss of $13.9 million was recognized in
accumulated other comprehensive income related to the valuation of these swaps at June 30, 2011.
Wealth management revenues, consisting of commissions and fees from fiduciary activities, from
securities brokerage, and from insurance activities, decreased 1.9% to $4.6 million and increased
7.2% to $9.3 million in the quarter and six-month period ended June 30, 2011, from $4.7 million and
$8.6 million for the same periods in 2010. Banking service revenues, consisting primarily of fees
generated by deposit accounts, electronic banking services, and customer services, increased 8.7%
to $3.3 million and 53.2% to $7.1 million in the quarter and six-month period ended June 30, 2011
from $3.0 million and $4.7 million for the same periods in 2010.
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These increases are attributable to increases in electronic
banking service fees and fees generated from the customers of the former Eurobank banking business.
Income generated from mortgage banking activities increased 4.1% to $2.4 million and 6.2% to $4.4
million in the quarter and six-month period ended June 30, 2011, from $2.3 million and $4.1 million
for the same periods in 2010, mainly as a result of favorable pricing of mortgages sold into the
secondary market.
During the quarter and six-month period ended June 30, 2010, the Group recorded
other-than-temporary impairment losses of $1.8 million and $2.4 million, respectively. There were
no other-than-temporary impairment losses recorded for the quarter and six-month period ended June
30, 2011.
TABLE 3 NON-INTEREST EXPENSES SUMMARY
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
(Dollars in thousands)
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||||||||||
2011 | 2010 | Variance % | 2011 | 2010 | Variance % | |||||||||||||||||||
Compensation and employee benefits |
$ | 11,230 | $ | 10,433 | 7.6 | % | $ | 22,918 | $ | 18,683 | 22.7 | % | ||||||||||||
Professional and service fees |
5,750 | 3,920 | 46.7 | % | 11,201 | 6,073 | 84.4 | % | ||||||||||||||||
Occupancy and equipment |
4,214 | 4,404 | -4.3 | % | 8,619 | 7,998 | 7.8 | % | ||||||||||||||||
Insurance |
1,646 | 1,733 | -5.0 | % | 3,632 | 3,566 | 1.9 | % | ||||||||||||||||
Electronic banking charges |
1,155 | 1,112 | 3.9 | % | 2,610 | 1,791 | 45.7 | % | ||||||||||||||||
Taxes, other than payroll and income taxes |
858 | 1,261 | -32.0 | % | 2,237 | 2,118 | 5.6 | % | ||||||||||||||||
Advertising, business promotion, and strategic initiatives |
1,508 | 1,364 | 10.6 | % | 2,700 | 2,064 | 30.8 | % | ||||||||||||||||
Loan servicing and clearing expenses |
1,076 | 793 | 35.7 | % | 2,097 | 1,518 | 38.1 | % | ||||||||||||||||
Foreclosure and repossession expenses |
761 | 523 | 45.5 | % | 1,490 | 825 | 80.6 | % | ||||||||||||||||
Communication |
425 | 735 | -42.2 | % | 822 | 1,078 | -23.7 | % | ||||||||||||||||
Director and investors relations |
339 | 388 | -12.6 | % | 625 | 703 | -11.1 | % | ||||||||||||||||
Printing, postage, stationery and supplies |
362 | 292 | 24.0 | % | 644 | 495 | 30.1 | % | ||||||||||||||||
Other operating expenses |
1,372 | 892 | 53.8 | % | 1,891 | 1,330 | 42.2 | % | ||||||||||||||||
Total non-interest expenses |
$ | 30,696 | $ | 27,850 | 10.2 | % | $ | 61,486 | $ | 48,242 | 27.5 | % | ||||||||||||
Relevant ratios and data: |
||||||||||||||||||||||||
Efficiency ratio |
57.9 | % | 59.3 | % | 61.1 | % | 57.5 | % | ||||||||||||||||
Expense ratio |
1.3 | % | 1.0 | % | 1.2 | % | 1.0 | % | ||||||||||||||||
Compensation and benefits to non-interest expense |
36.6 | % | 37.5 | % | 37.3 | % | 38.7 | % | ||||||||||||||||
Compensation to total assets owned |
0.63 | % | 0.52 | % | 0.65 | % | 0.46 | % | ||||||||||||||||
Average number of employees |
728 | 522 | 726 | 528 | ||||||||||||||||||||
Average compensation per employee |
$ | 61.7 | $ | 79.9 | $ | 63.1 | $ | 70.8 | ||||||||||||||||
Assets owned per average employee |
$ | 9,729 | $ | 15,433 | $ | 9,756 | $ | 15,257 | ||||||||||||||||
Non-interest expenses for the quarter ended June 30, 2011 increased 10.2% to $30.7 million,
compared to $27.9 million for the same period in 2010. For the six-month period ended June 30,
2011, non-interest expense reached $61.5 million, representing an increase of 27.5% compared to
$48.2 million for the same period in 2010. The increase in non-interest expenses is primarily
driven by higher compensation and employee benefits and by higher professional and service fees.
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Compensation and employee benefits increased 7.6% and 22.7% to $11.2 million and $22.9 million for
the quarter and six-month period ended June 30, 2011, respectively, from $10.4 million and $18.7
million for the same periods in 2010, mainly because of the integration of former Eurobank
employees after April 30, 2010. Average employees reached 728 and 726 for the quarter and six-month
period ended June 30, 2011, respectively, compared to 522 and 528 for the same periods in 2010. The
increase is also driven by the recruitment of commercial banking personnel as part of the Groups
strategy to continue strengthening this business segment.
Professional and service fees for the quarter and six-month period ended June 30, 2011 increased
46.7% and 84.4%, respectively, from the same periods in 2010, mainly due to expenses for servicing
the loans acquired in the FDIC-assisted acquisition. The servicing of these acquired loans
commenced in late June 2010.
Occupancy and equipment expense decreased 4.3% and increased 7.8% to $4.2 million and $8.6 million
for the quarter and six-month period ended June 30, 2011, compared to the same periods in 2010. The
six-month period increase is mainly driven by the integration of new branches after the
FDIC-assisted acquisition.
Increases in electronic banking charges for the quarter and six-month period ended June 30, 2011,
compared to the same periods in 2010, are mainly due to increases in point-of-sale (POS)
transactions and in transactions by new customers from the FDIC-assisted acquisition.
Increases in taxes, other than payroll and income taxes, for the six-month period ended June 30,
2011, as compared to same period in 2010, are principally due to an increase in municipal license
and property tax, which is based on business volume and assets. The increase in overall business
volume and assets is also related to the addition of new branches and the assets acquired in the
FDIC-assisted acquisition.
Advertising, business promotion, and strategic initiatives for the quarter and six-month period
ended June 30, 2011 increased 10.6% and 30.8%, respectively, as compared to the same periods in
2010, mainly due to the Groups launch of a new logo together with its rebranding efforts, and a
strong IRA marketing campaign that this year began earlier than in 2010.
In the six-month period ended June 30, 2011, insurance expenses, loan servicing and clearing
expenses and other operating expenses increased 1.9%, 38.1% and 42.2%, respectively, and
communication expenses and director and investor relations decreased 23.7% and 11.1% compared to
the six-month period ended June 30, 2010.
The non-interest expenses results reflect an efficiency ratio of 57.9% and 61.1% for the quarter
and six-month period ended June 30, 2011, compared to 59.3% and 57.5% for the quarter and six-month
period ended June 30, 2010. The efficiency ratio measures how much of a companys revenue is used
to pay operating expenses. The Group computes its efficiency ratio by dividing non-interest
expenses by the sum of its net interest income and non-interest income, but excluding gains on sale
of investments securities, derivatives gains or losses, credit-related other-than-temporary
impairment losses, and other income that may be considered volatile in nature. Management believes
that the exclusion of those items permits greater comparability. Amounts presented as part of
non-interest income that are excluded from the efficiency ratio computation amounted to gains of
$6.5 million and $3.6 million for the quarter and six-month period ended June 30, 2011,
respectively, compared to losses of $14.4 million and $13.7 million for the quarter and six-month
period ended June 30, 2010, respectively.
For the quarter ended June 30, 2011, the Group recorded an income tax benefit of $1.4 million, as
compared to an expense of $34 thousand for the same quarter in 2010. The variance is attributed to
various contingencies settled with the Puerto Rico Treasury Department during the quarter ended
June 30, 2011 in which the Group paid $2.0 million,
approximately $3.0 million less than what the Group had accrued for
this purpose. As part of the
settlement reached, all taxable years prior to 2010 are closed for purposes of any assessments of
additional income taxes by the Puerto Rico Treasury Department. Also, mortgage tax credits
amounting to $2.6 million will be available during the years 2011 and 2012, at $1.3 million per
year, to offset any taxable income. For the six-month period ended June 30, 2011, the income tax
expense was $5.1 million, as compared to an expense of $1.2 million for the same period in 2010.
This increase reflects a $5.4 million expense related to the re-measurement of the net deferred tax
assets due to a reduction in the marginal corporate income tax rates from 40.95% to 30% as a result
of the newly enacted 2011 Code, partially reduced by the aforementioned contingencies settled
during the quarter ended June 30, 2011. The Group expects to obtain benefits from this reduction in
tax rates on future corporate tax filings. For the quarter and
six-month period ended June 30, 2011
the effective tax rate of the Group reached (5.55%) and 14.67% compared to 5.00% and 8.75% for
the same periods in 2010. Included in the aforementioned effective tax rate of 14.67% for the six-month period ended June 30, 2011, are the effect of the change in enacted tax rate of 15.48% and the effect of the benefits recorded from the settlement of contingencies with the Puerto Rico Treasury Department of (8.81%).
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TABLE 4 ALLOWANCE FOR LOAN AND LEASE LOSSES SUMMARY
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Six-Month Period Ended | ||||||||||||||||||||||||
Quarter Ended June 30, | Variance | June 30, | Variance | |||||||||||||||||||||
2011 | 2010 | % | 2011 | 2010 | % | |||||||||||||||||||
Non-covered loans |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 32,727 | $ | 25,977 | 26.0 | % | $ | 31,430 | $ | 23,272 | 35.1 | % | ||||||||||||
Provision for non-covered loan and lease losses |
3,800 | 4,100 | -7.3 | % | 7,600 | 8,115 | -6.3 | % | ||||||||||||||||
Charge-offs |
(2,373 | ) | (2,215 | ) | 7.1 | % | (5,010 | ) | (3,607 | ) | 38.9 | % | ||||||||||||
Recoveries |
75 | 140 | -46.4 | % | 209 | 222 | -6.3 | % | ||||||||||||||||
Balance at end of period |
$ | 34,229 | $ | 28,002 | 22.2 | % | $ | 34,229 | $ | 28,002 | 22.2 | % | ||||||||||||
Six-Month | ||||
Period Ended | ||||
June 30, 2011 | ||||
2011 | ||||
Covered loans |
||||
Balance at beginning of period |
$ | 49,286 | ||
Provision for covered loan and lease losses, net |
549 | |||
FDIC shared-loss portion on provision for covered
loan and lease losses |
3,201 | |||
Balance at end of period |
$ | 53,036 | ||
No provision for covered loans was deemed necessary during the quarter ended June 30, 2011. No
allowance for loan and lease losses on covered loans was recorded for the quarter and six-month
period ended June 30, 2010.
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TABLE 5 ALLOWANCE FOR NON-COVERED LOAN AND LEASE LOSSES BREAKDOWN
June 30, | December 31, | |||||||||||
2011 | 2010 | Variance (%) | ||||||||||
(Dollars in thousands) | ||||||||||||
Mortgage |
$ | 17,770 | $ | 16,179 | 9.8 | % | ||||||
Commercial |
13,800 | 11,153 | 23.7 | % | ||||||||
Consumer |
1,520 | 2,286 | -33.5 | % | ||||||||
Leasing |
868 | 860 | 0.9 | % | ||||||||
Unallocated allowance |
271 | 952 | -71.5 | % | ||||||||
$ | 34,229 | $ | 31,430 | 8.9 | % | |||||||
Allowance composition: |
||||||||||||
Mortgage |
51.91 | % | 51.48 | % | 0.8 | % | ||||||
Commercial |
40.32 | % | 35.49 | % | 13.6 | % | ||||||
Consumer |
4.44 | % | 7.27 | % | -38.9 | % | ||||||
Leasing |
2.54 | % | 2.74 | % | -7.3 | % | ||||||
Unallocated allowance |
0.79 | % | 3.03 | % | -73.9 | % | ||||||
100.00 | % | 100.00 | % | |||||||||
Allowance coverage ratio at end of period applicable to: |
||||||||||||
Mortgage |
2.09 | % | 1.85 | % | 13.0 | % | ||||||
Commercial |
5.21 | % | 4.76 | % | 9.5 | % | ||||||
Consumer |
4.22 | % | 6.24 | % | -32.4 | % | ||||||
Leasing |
5.07 | % | 8.38 | % | -39.5 | % | ||||||
Unallocated allowance to total loans |
0.02 | % | 0.08 | % | -75.0 | % | ||||||
Total allowance to total loans |
2.85 | % | 2.72 | % | 4.8 | % | ||||||
Allowance coverage ratio to non-performing loans: |
||||||||||||
Mortgage |
18.95 | % | 16.51 | % | 14.8 | % | ||||||
Commercial |
39.36 | % | 47.22 | % | -16.6 | % | ||||||
Consumer |
198.69 | % | 300.00 | % | -33.8 | % | ||||||
Leasing |
667.69 | % | 2457.14 | % | -72.8 | % | ||||||
Total |
26.38 | % | 25.59 | % | 3.1 | % | ||||||
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TABLE 6 NET CREDIT LOSSES STATISTICS ON NON-COVERED LOAN AND LEASES
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010
Quarter Ended June 30, | Variance | Six-Month Period Ended June 30, | Variance | |||||||||||||||||||||
2011 | 2010 | % | 2011 | 2010 | % | |||||||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||||||
Mortgage |
||||||||||||||||||||||||
Charge-offs |
$ | (1,268 | ) | $ | (1,343 | ) | -5.6 | % | $ | (3,088 | ) | $ | (2,439 | ) | 26.6 | % | ||||||||
Recoveries |
| 76 | -100.0 | % | 44 | 76 | -42.1 | % | ||||||||||||||||
(1,268 | ) | (1,267 | ) | 0.1 | % | (3,044 | ) | (2,363 | ) | 28.8 | % | |||||||||||||
Commercial |
||||||||||||||||||||||||
Charge-offs |
(729 | ) | (391 | ) | 86.4 | % | (1,038 | ) | (500 | ) | 107.6 | % | ||||||||||||
Recoveries |
16 | 11 | 45.5 | % | 53 | 22 | 140.9 | % | ||||||||||||||||
(713 | ) | (380 | ) | 87.6 | % | (985 | ) | (478 | ) | 106.0 | % | |||||||||||||
Consumer |
||||||||||||||||||||||||
Charge-offs |
(345 | ) | (481 | ) | -28.3 | % | (792 | ) | (668 | ) | 18.6 | % | ||||||||||||
Recoveries |
58 | 53 | 9.4 | % | 111 | 125 | -11.2 | % | ||||||||||||||||
(287 | ) | (428 | ) | -32.9 | % | (681 | ) | (543 | ) | 25.5 | % | |||||||||||||
Leasing |
||||||||||||||||||||||||
Charge-offs |
(31 | ) | | 0.0 | % | (92 | ) | | 0.0 | % | ||||||||||||||
Recoveries |
1 | | 0.0 | % | 1 | | 0.0 | % | ||||||||||||||||
(30 | ) | | 0.0 | % | (91 | ) | | 0.0 | % | |||||||||||||||
Net credit losses |
||||||||||||||||||||||||
Total charge-offs |
(2,373 | ) | (2,215 | ) | 7.1 | % | (5,010 | ) | (3,607 | ) | 38.9 | % | ||||||||||||
Total recoveries |
75 | 140 | -46.4 | % | 209 | 222 | -5.9 | % | ||||||||||||||||
$ | (2,298 | ) | $ | (2,075 | ) | 10.7 | % | $ | (4,801 | ) | $ | (3,385 | ) | 41.8 | % | |||||||||
Net credit losses to average loans outstanding: |
||||||||||||||||||||||||
Mortgage |
0.58 | % | 0.55 | % | 5.3 | % | 0.69 | % | 0.51 | % | 35.3 | % | ||||||||||||
Commercial |
1.18 | % | 0.75 | % | 57.3 | % | 0.83 | % | 0.48 | % | 72.5 | % | ||||||||||||
Consumer |
2.77 | % | 6.57 | % | -57.9 | % | 3.45 | % | 4.43 | % | 22.1 | % | ||||||||||||
Leasing |
0.78 | % | 0.00 | % | -100.0 | % | 1.39 | % | 0.00 | % | -100.0 | % | ||||||||||||
Total |
0.78 | % | 0.72 | % | 8.4 | % | 0.82 | % | 0.59 | % | 39.0 | % | ||||||||||||
Recoveries to charge-offs |
3.15 | % | 6.32 | % | -50.2 | % | 4.17 | % | 6.15 | % | -32.2 | % | ||||||||||||
Average loans not covered under shared-loss
agreements with the FDIC: |
||||||||||||||||||||||||
Mortgage |
$ | 879,559 | $ | 925,079 | -4.9 | % | $ | 885,724 | $ | 928,869 | -4.6 | % | ||||||||||||
Commercial |
242,035 | 202,802 | 19.3 | % | 237,129 | 198,602 | 19.4 | % | ||||||||||||||||
Consumer |
41,431 | 26,062 | 59.0 | % | 39,471 | 24,562 | 60.7 | % | ||||||||||||||||
Leasing |
15,353 | | 100.0 | % | 13,029 | | 100.0 | % | ||||||||||||||||
Total |
$ | 1,178,378 | $ | 1,153,943 | 2.1 | % | $ | 1,175,353 | $ | 1,152,033 | 2.0 | % | ||||||||||||
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The provision for non-covered loan and lease losses for the quarter ended June 30, 2011 totaled
$3.8 million, a 7.3% decrease from the $4.1 million reported for the same quarter in 2010. Based on
an analysis of the credit quality and the composition of the Groups loan portfolio, management
determined that the provision for the quarter ended June 30, 2011 was sufficient in order to
maintain the allowance for loan and lease losses at an adequate level. The allowance for loan and
lease losses provides for probable losses based upon an evaluation of known and inherent risks. The
Groups allowance for loan and lease losses policy provides for a detailed quarterly analysis of
probable losses.
Net credit losses slightly increased $222 thousand, to $2.3 million, representing 0.78% of average
non-covered loans outstanding, versus 0.42% in the same period in 2010. The allowance for
non-covered loan and lease losses increased to $34.2 million (2.85% of total non-covered loans) at
June 30, 2011, compared to $28.0 million (2.41% of total non-covered loans) at December 31, 2010.
The Group follows a systematic methodology to establish and evaluate the adequacy of the allowance
for non-covered loan and lease losses to provide for inherent losses in the loan portfolio. This
methodology includes the consideration of factors such as economic conditions, portfolio risk
characteristics, prior loss experience, and results of periodic credit reviews of individual loans.
The provision for non-covered loan and lease losses charged to current operations is based on such
methodology. Loan losses are charged and recoveries are credited to the allowance for loan and
lease losses.
Larger commercial loans that exhibit potential or observed credit weaknesses are subject to
individual review and grading. Where appropriate, allowances are allocated to individual loans
based on managements estimate of the borrowers ability to repay the loan given the availability
of collateral, other sources of cash flow and legal options available to the Group.
Included in the review of individual loans are those that are impaired. A loan is considered
impaired when, based on current information and events, it is probable that the Group will be
unable to collect the scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement. Impaired loans are measured based on the present value of
expected future cash flows discounted at the loans effective interest rate, or as a practical
expedient, at the observable market price of the loan or the fair value of the collateral, if the
loan is collateral dependent. Loans are individually evaluated for impairment, except large groups
of small balance homogeneous loans that are collectively evaluated for impairment, and loans that
are recorded at fair value or at the lower of cost or market value. The portfolios of mortgage and
consumer loans are considered homogeneous, and are evaluated collectively for impairment. For the
commercial loans portfolio, all loans over $250 thousand and over 90-days past due are evaluated
for impairment. At June 30, 2011, the total investment in impaired commercial loans was $36.9
million, compared to $25.9 million at December 31, 2010. Impaired commercial loans are measured
based on the fair value of collateral method, since all impaired loans during the period were
collateral dependant. The valuation allowance for impaired commercial loans amounted to
approximately $1.2 million and $823 thousand at June 30, 2011 and December 31, 2010, respectively.
At June 30, 2011, the total investment in impaired mortgage loans was $45.2 million (December 31,
2010 $36.1 million). Impairment on mortgage loans assessed as troubled debt restructuring was
measured using the present value of cash flows. The valuation allowance for impaired mortgage loans
amounted to approximately $2.9 million and $2.3 million at June 30, 2011 and December 31, 2010,
respectively.
The Group, using a rating system, applies an overall allowance percentage to each loan portfolio
category based on historical credit losses adjusted for current conditions and trends. This
calculation is the starting point for managements systematic determination of the required level
of the allowance for loan and lease losses. Other data considered in this determination includes:
the credit grading assigned to commercial loans, delinquency levels, loss trends and other
information including underwriting standards and economic trends.
Loan loss ratios and credit risk categories are updated quarterly and are applied in the context of
GAAP and the Joint Interagency Guidance on the importance of depository institutions having
prudent, conservative, but not excessive loan loss allowances that fall within an acceptable range
of estimated losses. While management uses available information in estimating probable loan
losses, future changes to the allowance may be necessary, based on factors beyond the Groups
control, such as factors affecting general economic conditions.
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In the current year, the Group has not substantively changed in any material respect its overall
approach in the determination of the allowance for loan and lease losses. There have been no
material changes in criteria or estimation techniques as compared to prior periods that impacted
the determination of the allowance for loan and lease losses in the quarter and six-month period
ended June 30, 2011.
The loans covered by the FDIC shared-loss agreement were recognized at fair value as of April 30,
2010, which included the impact of expected credit losses. Each quarter, actual cash flows on
covered loans are reviewed against the cash flows expected to be collected. If it is deemed
probable that the Group will be unable to collect all of the cash flows previously expected (e.g.,
the cash flows expected to be collected at acquisition adjusted for any probable changes in
estimate thereafter), the covered loans shall be deemed impaired and an allowance for covered loan
and lease losses will be recorded. When there is a probable significant increase in cash flows
expected to be collected or if the actual cash flows collected are significantly greater than those
previously expected, the Group will reduce any allowance for loan and lease losses established
after acquisition for the increase in the present value of cash flows expected to be collected, and
recalculate the amount of accretable yield for the loan based on the revised cash flow
expectations.
As a result of a net credit impairment attributable to various pools of loans covered under the
shared-loss agreements with the FDIC, the Group recorded a net provision for covered loan and lease
losses of $549 thousand during the six-month period ended June 30, 2011. This impairment consists
of $4.2 million in gross estimated losses, less a $3.6 million increase in the FDIC shared-loss
indemnification asset. No provision was recorded during the quarter ended June 30, 2011.
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TABLE 7 HIGHER RISK RESIDENTIAL MORTGAGE LOANS
AS OF JUNE 30, 2011
AS OF JUNE 30, 2011
Higher-Risk Residential Mortgage Loans* | ||||||||||||||||||||||||||||||||||||
Junior Lien Mortages | Interest Only Loans | High Loan-to-Value Ratio Mortgages | ||||||||||||||||||||||||||||||||||
LTV 90% to 100% | ||||||||||||||||||||||||||||||||||||
Carrying Value | Allowance | Coverage | Carrying Value | Allowance | Coverage | Carrying Value | Allowance | Coverage | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
Delinquency: |
||||||||||||||||||||||||||||||||||||
0 - 89 days |
$ | 19,672 | $ | 447 | 2.27 | % | $ | 32,357 | $ | 832 | 2.57 | % | $ | 95,178 | $ | 1,610 | 1.69 | % | ||||||||||||||||||
90 - 119 days |
325 | 5 | 1.54 | % | 647 | 27 | 4.17 | % | 1,657 | 55 | 3.32 | % | ||||||||||||||||||||||||
120 - 179 days |
614 | 27 | 4.40 | % | 827 | 74 | 8.95 | % | 1,838 | 84 | 4.57 | % | ||||||||||||||||||||||||
180 - 364 days |
635 | 37 | 5.83 | % | | | 0.00 | % | 4,825 | 274 | 5.68 | % | ||||||||||||||||||||||||
365 days and over |
1,784 | 419 | 23.49 | % | 3,975 | 1,226 | 30.84 | % | 8,879 | 1,240 | 13.97 | % | ||||||||||||||||||||||||
Total |
$ | 23,030 | $ | 935 | 4.06 | % | $ | 37,806 | $ | 2,159 | 5.71 | % | $ | 112,377 | $ | 3,263 | 2.90 | % | ||||||||||||||||||
Percentage of total loans not covered by FDIC shared-loss agreements |
1.93 | % | 3.17 | % | 9.42 | % | ||||||||||||||||||||||||||||||
Refinanced or Modified Loans: |
||||||||||||||||||||||||||||||||||||
Amount |
$ | 2,455 | $ | 142 | 5.78 | % | $ | | $ | | | $ | 14,628 | $ | 909 | 6.21 | % | |||||||||||||||||||
Percentage of Higher-Risk Loan Category |
10.66 | % | 0.00 | % | 13.02 | % | ||||||||||||||||||||||||||||||
Current Loan-to-Value: |
||||||||||||||||||||||||||||||||||||
Under 70% |
$ | 17,320 | $ | 641 | 3.70 | % | $ | 5,624 | $ | 300 | 5.33 | % | $ | | $ | | 0.00 | % | ||||||||||||||||||
70% - 79% |
3,157 | 169 | 5.35 | % | 7,891 | 581 | 7.36 | % | | | 0.00 | % | ||||||||||||||||||||||||
80% - 89% |
1,706 | 53 | 3.11 | % | 9,482 | 476 | 5.02 | % | | | 0.00 | % | ||||||||||||||||||||||||
90% - 100% |
847 | 72 | 8.50 | % | 14,809 | 802 | 5.42 | % | 112,377 | 3,263 | 2.90 | % | ||||||||||||||||||||||||
$ | 23,030 | $ | 935 | 4.06 | % | $ | 37,806 | $ | 2,159 | 5.71 | % | $ | 112,377 | $ | 3,263 | 2.90 | % | |||||||||||||||||||
* | Loans may be included in more than one higher-risk loan category |
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TABLE 8 NON-PERFORMING ASSETS
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
June 30, | December 31, | Variance | ||||||||||
2011 | 2010 | (%) | ||||||||||
(Dollars in thousands) | ||||||||||||
Non-performing assets: |
||||||||||||
Non-accruing loans |
||||||||||||
Troubled Debt Restructuring loans |
$ | 16,759 | $ | 2,327 | 620.2 | % | ||||||
Other loans |
112,989 | 71,236 | 58.6 | % | ||||||||
Accruing loans |
||||||||||||
Troubled Debt Restructuring loans |
| 3,371 | -100.0 | % | ||||||||
Other loans |
| 45,490 | -100.0 | % | ||||||||
Total non-performing loans |
$ | 129,748 | $ | 122,424 | 6.0 | % | ||||||
Foreclosed real estate not covered under
the shared-loss agreement with the FDIC |
12,031 | 11,969 | 0.5 | % | ||||||||
Mortgage loans held for sale in non-accrual |
547 | | 100.0 | % | ||||||||
$ | 142,326 | $ | 134,393 | 5.9 | % | |||||||
Non-performing assets to total assets, excluding covered assets |
2.19 | % | 2.03 | % | 7.9 | % | ||||||
Non-performing assets to total capital |
19.57 | % | 18.35 | % | 6.6 | % | ||||||
Quarter Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Interest that would have been recorded in the period if the loans had not been classified as non-accruing loans |
$ | 1,654 | $ | 808 | $ | 3,023 | $ | 1,489 | ||||||||
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TABLE 9 NON-PERFORMING LOANS
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
June 30, | December 31, | |||||||||||
2011 | 2010 | Variance (%) | ||||||||||
(Dollars in thousands) | ||||||||||||
Non-performing loans: |
||||||||||||
Mortgage |
$ | 93,792 | $ | 98,008 | -4.3 | % | ||||||
Commercial |
35,061 | 23,619 | 48.4 | % | ||||||||
Consumer |
765 | 762 | 0.4 | % | ||||||||
Leasing |
130 | 35 | 271.4 | % | ||||||||
Total |
$ | 129,748 | $ | 122,424 | 6.0 | % | ||||||
Non-performing loans composition percentages: |
||||||||||||
Mortgage |
72.3 | % | 80.1 | % | ||||||||
Commercial |
27.0 | % | 19.3 | % | ||||||||
Consumer |
0.6 | % | 0.6 | % | ||||||||
Leasing |
0.1 | % | 0.0 | % | ||||||||
Total |
100.0 | % | 100.0 | % | ||||||||
Non-performing loans to: |
||||||||||||
Total loans, excluding covered loans |
11.14 | % | 10.65 | % | 4.6 | % | ||||||
Total assets, excluding covered assets |
2.01 | % | 1.85 | % | 8.8 | % | ||||||
Total capital |
17.91 | % | 16.72 | % | 7.1 | % | ||||||
The increase in non-performing loans primarily reflects the addition of a commercial loan of $8.5
million, which is collateralized by an existing, owner-occupied commercial real estate property.
Total non-performing loans as of June 30, 2011 and December 31, 2010 amounting to $129.7 million
and $122.4 million do not consider loans classified as current and modified under troubled debt
restructuring programs. Total investment in mortgage loans with troubled debt restructuring
amounted to $45.2 million as of June 30, 2011 and $34.0 million as of December 31, 2010. Out of
these amounts, a total of $39.1 million and $29.3 million, respectively, were not included in the
aforementioned non-performing loan amounts because the loans were current in their payment
schedules. Also, for the six-month period ended June 30, 2011 and the year ended December 31, 2010,
a total of $16.2 million and $6.7 million, respectively, in commercial loans have been modified of
which $7.7 million and $5.7 million are not considered in the non-performing loan amounts because
the loans are current.
The following is a detailed description of each of the items that comprise non-performing assets:
| Mortgage loans are placed on non-accrual status when they become 90 days or more past due and are written-down, if necessary, based on the specific evaluation of the collateral underlying the loan. At June 30, 2011, the Groups non-performing mortgage loans totaled $93.8 million (72.3% of the Groups non-performing loans), a 4.3% decrease from $98.0 million (80.1% of the Groups non-performing loans) at December 31, 2010. Non-performing loans in this category are primarily residential mortgage loans. Up to March 31, 2011, residential mortgage loans well collateralized and in process of collection were placed on non-accrual status when reaching 365 days past due. On April 1, 2011, the Bank changed on a prospective basis its policy, to place on non-accrual status residential mortgage loans well collateralized and in process of collection when reaching 90 days past due. All loans that were between 90 and 365 days past due at the time of changing the policy were also placed on non-accrual status, and the interest receivable on such loans at the time of changing the policy is evaluated at least on a quarterly basis against the collateral underlying the loans, and written-down, if necessary. On April 1, 2011, mortgage loans between 90 and 365 days past due that were placed in non-accrual status amounted to $39.8 million. | ||
| Commercial loans are placed on non-accrual status when they become 90 days or more past due and are written-down, if necessary, based on the specific evaluation of the underlying collateral, if any. At June 30, 2011, the Groups non-performing commercial loans amounted to $35.1 million (27.0% of the Groups non-performing loans), a 48.4% increase when compared to non-performing commercial loans of $23.6 million at December 31, 2010 (19.3% of the Groups non-performing loans). Most of this portfolio is collateralized by commercial real estate properties. |
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| Consumer loans are placed on non-accrual status when they become 90 days past due and written-off when payments are delinquent 120 days in personal loans and 180 days in credit cards and personal lines of credit. At June 30, 2011, the Groups non-performing consumer loans amounted to $765 thousand (0.6% of the Groups total non-performing loans), a 0.5% increase from $762 thousand at December 31, 2010 (0.6% of total non-performing loans). | ||
| Leases are placed on non-accrual status when they become 90 days past due and partially written-off to collateral value when payments are delinquent 120 days, and fully written-off when payments are delinquent 365 days. At June 30, 2011, the Groups non-performing leases amounted to $130 thousand (0.3% of the Groups total non-performing loans), an increase from $35 thousand at December 31, 2010 (0.1% of total non-performing loans). | ||
| Foreclosed real estate is initially recorded at the lower of the related loan balance or fair value less cost to sell as of the date of foreclosure. Any excess of the loan balance over the fair value of the property is charged against the allowance for loan and lease losses. Subsequently, any excess of the carrying value over the estimated fair value less disposition cost is charged to operations. Net losses on the sale of foreclosed real estate for the quarter ended June 30, 2011 amounted to $3 thousand compared to $26 thousand in the quarter ended June 30, 2010. For the six-month period, net losses on foreclosed real estate amounted to $135 thousand compared to $143 thousand for the same period in 2010. |
Loans accounted for under ASC 310-30 are generally considered accruing and performing loans as the
loans accrete interest income over the estimated life of the loan when cash flows are reasonably
estimable. Accordingly, acquired impaired loans that are contractually past due are still
considered to be accruing and performing loans.
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TABLE 10 ASSETS SUMMARY AND COMPOSITION
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
(Dollars in thousands)
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
(Dollars in thousands)
June 30, | December 31, | Variance | ||||||||||
2011 | 2010 | % | ||||||||||
Investments: |
||||||||||||
FNMA and FHLMC certificates |
$ | 3,969,786 | $ | 3,972,107 | -0.1 | % | ||||||
Obligations of US Government sponsored agencies |
| 3,000 | -100.0 | % | ||||||||
CMOs issued by US Government sponsored agencies |
246,662 | 177,804 | 38.7 | % | ||||||||
GNMA certificates |
98,892 | 127,714 | -22.6 | % | ||||||||
Structured credit investments |
45,713 | 41,693 | 9.6 | % | ||||||||
Puerto Rico Government and agency obligations |
77,703 | 67,663 | 14.8 | % | ||||||||
FHLB stock |
23,779 | 22,496 | 5.7 | % | ||||||||
Other debt securities |
6,110 | | 0.0 | % | ||||||||
Other investments |
1,014 | 1,480 | -31.5 | % | ||||||||
4,469,659 | 4,413,957 | 1.3 | % | |||||||||
Loans: |
||||||||||||
Loans not covered under shared-loss agreements with the FDIC |
1,164,689 | 1,149,319 | 1.3 | % | ||||||||
Allowance for loan and lease losses on non covered loans |
(34,229 | ) | (31,430 | ) | 8.9 | % | ||||||
Loans receivable, net |
1,130,460 | 1,117,889 | 1.1 | % | ||||||||
Mortgage loans held for sale |
34,246 | 33,979 | 0.8 | % | ||||||||
Total loans not covered under shared-loss
agreements with the FDIC, net |
1,164,706 | 1,151,868 | 1.1 | % | ||||||||
Loans covered under shared-loss agreements with the FDIC |
595,579 | 669,997 | -11.1 | % | ||||||||
Allowance for loan and lease losses on covered loans |
(53,036 | ) | (49,286 | ) | 7.6 | % | ||||||
Total loans covered under shared-loss
agreements with the FDIC, net |
542,543 | 620,711 | -12.6 | % | ||||||||
Total loans, net |
1,707,249 | 1,772,579 | -3.7 | % | ||||||||
Total securities and loans |
6,176,908 | 6,186,536 | -0.2 | % | ||||||||
Other assets: |
||||||||||||
Cash and due from banks |
278,466 | 344,077 | -19.1 | % | ||||||||
Money market investments |
2,563 | 104,869 | -97.6 | % | ||||||||
FDIC loss-share indemnification asset |
437,434 | 471,872 | -7.3 | % | ||||||||
Foreclosed real estate |
28,949 | 26,840 | 7.9 | % | ||||||||
Accrued interest receivable |
26,430 | 28,716 | -8.0 | % | ||||||||
Deferred tax asset, net |
32,637 | 30,732 | 6.2 | % | ||||||||
Premises and equipment, net |
23,649 | 23,941 | -1.2 | % | ||||||||
Derivative assets |
12,015 | 28,315 | -57.6 | % | ||||||||
Other assets |
63,496 | 64,826 | -2.1 | % | ||||||||
Total other assets |
905,639 | 1,124,188 | -19.4 | % | ||||||||
Total assets |
$ | 7,082,547 | $ | 7,310,724 | -3.1 | % | ||||||
Investments portfolio composition: |
||||||||||||
FNMA and FHLMC certificates |
89.0 | % | 90.1 | % | ||||||||
Obligations of US Government sponsored agencies |
0.0 | % | 0.1 | % | ||||||||
CMOs issued by US Government sponsored agencies |
5.5 | % | 4.0 | % | ||||||||
GNMA certificates |
2.2 | % | 2.9 | % | ||||||||
Structured credit investments |
1.0 | % | 0.9 | % | ||||||||
Puerto Rico Government and agency obligations |
1.7 | % | 1.5 | % | ||||||||
FHLB stock |
0.5 | % | 0.5 | % | ||||||||
Other debt securities and other investments |
0.1 | % | 0.0 | % | ||||||||
100.0 | % | 100.0 | % | |||||||||
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At June 30, 2011, the Groups total assets amounted to $7.083 billion, a decrease of 3.1% when
compared to $7.311 billion at December 31, 2010, and interest-earning assets reached $6.177
billion, down 0.2%, versus $6.187 billion at December 31, 2010.
At June 30, 2011, the investment portfolio increased 1.3% to $4.470 billion from $4.414 billion at
December 31, 2010, as excess liquidity was partially used to invest in mortgage-backed securities.
The Groups non covered loan portfolio is mainly comprised of residential loans, home equity loans,
and commercial loans collateralized by mortgages on real estate located in Puerto Rico. At June 30,
2011, the Groups loan portfolio, the second largest category of the Groups interest-earning
assets, amounted to $1.707 billion, a decrease of 3.7% when compared to the $1.773 billion at
December 31, 2010. The loan portfolio decrease was mainly attributable to a decrease in the covered
loan portfolio of $78.2 million. Such decrease is mainly due to regular repayments of the pools of
covered loans and partly due to an increase in the allowance for covered loans of $3.8 million.
Total loan production amounted to $194.6 million for the six-month period ended June 30, 2011, up
16.2% from the same period in 2010. Commercial loan production of $62.3 million increased 54.5%, as
compared to the same period in 2010.
The mortgage loan portfolio amounted to $851.4 million (72.8% of the Groups total non-covered loan
portfolio) as of June 30, 2011, as compared to $873.9 million (75.8% of the Groups total
non-covered loan portfolio) as of December 31, 2010. Mortgage production and purchases of $59.7
million for the quarter ended June 30, 2011 decreased 6.4%, from $63.8 million, when compared to
the quarter ended June 30, 2010. The Group sells most of its conforming mortgages in the secondary
market, retaining the servicing rights to such mortgages.
The commercial loan portfolio amounted to $265.0 million (22.6% of the Groups total non-covered
loan portfolio) as of June 30, 2011, as compared to $234.3 million (20.3% of the Groups total
non-covered loan portfolio) as of December 31, 2010. Commercial loan production increased 125.5% to
$45.6 million for the quarter ended June 30, 2011 from $20.2 million for the same period in 2010.
The consumer loan portfolio amounted to $36.0 million (3.1% of the Groups total non-covered loan
portfolio) as of June 30, 2011, as compared to $35.2 million (3.0% of the Groups total non-covered
loan portfolio) as of December 31, 2010.
The lease portfolio amounted to $17.1 million (1.5% of the Groups total non-covered loan
portfolio) as of June 30, 2011, as compared to $10.3 million (0.9% of the Groups total non-covered
loan portfolio) as of December 31, 2010.
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TABLE 11 LIABILITIES SUMMARY AND COMPOSITION
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
(Dollars in thousands)
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010
(Dollars in thousands)
June 30, | December 31, | Variance | ||||||||||
2011 | 2010 | % | ||||||||||
(Dollars in thousands) | ||||||||||||
Deposits: |
||||||||||||
Non-interest bearing deposits |
$ | 182,658 | $ | 170,705 | 7.0 | % | ||||||
Now accounts |
766,067 | 783,744 | -2.3 | % | ||||||||
Savings and money market accounts |
241,553 | 235,690 | 2.5 | % | ||||||||
Certificates of deposit |
1,190,313 | 1,393,743 | -14.6 | % | ||||||||
2,380,591 | 2,583,882 | -7.9 | % | |||||||||
Accrued interest payable |
4,640 | 5,006 | -7.3 | % | ||||||||
2,385,231 | 2,588,888 | -7.9 | % | |||||||||
Borrowings: |
||||||||||||
Short term borrowings |
31,812 | 42,470 | -25.1 | % | ||||||||
Securities sold under agreements to repurchase |
3,459,135 | 3,456,781 | 0.1 | % | ||||||||
Advances from FHLB |
281,747 | 281,753 | 0.0 | % | ||||||||
FDIC-guaranteed term notes |
105,834 | 105,834 | 0.0 | % | ||||||||
Subordinated capital notes |
36,083 | 36,083 | 0.0 | % | ||||||||
3,914,611 | 3,922,921 | -0.2 | % | |||||||||
Total deposits and borrowings |
6,299,842 | 6,511,809 | -3.3 | % | ||||||||
FDIC net settlement payable |
602 | 22,954 | -97.4 | % | ||||||||
Derivative liabilities |
13,918 | 64 | 21646.9 | % | ||||||||
Accrued
expenses and other liabilities |
43,828 | 43,566 | 0.6 | % | ||||||||
Total liabilities |
$ | 6,358,190 | $ | 6,578,393 | -3.3 | % | ||||||
Deposits portfolio composition percentages: |
||||||||||||
Non-interest bearing deposits |
7.7 | % | 6.6 | % | ||||||||
Now accounts |
32.2 | % | 30.3 | % | ||||||||
Savings accounts |
10.1 | % | 9.1 | % | ||||||||
Certificates of deposit |
50.0 | % | 54.0 | % | ||||||||
100.0 | % | 100.0 | % | |||||||||
Borrowings portfolio composition percentages: |
||||||||||||
Short-term
borrowings |
0.8 | % | 1.1 | % | ||||||||
Securities sold under agreements to repurchase |
88.4 | % | 88.1 | % | ||||||||
Advances from FHLB |
7.2 | % | 7.2 | % | ||||||||
FDIC-guaranteed term notes |
2.7 | % | 2.7 | % | ||||||||
Subordinated capital notes |
0.9 | % | 0.9 | % | ||||||||
100.0 | % | 100.0 | % | |||||||||
Securities sold under agreements to repurchase |
||||||||||||
Amount outstanding at year-end |
$ | 3,459,135 | $ | 3,456,781 | ||||||||
Daily average outstanding balance |
$ | 3,462,187 | $ | 3,545,926 | ||||||||
Maximum outstanding balance at any month-end |
$ | 3,466,480 | $ | 3,566,588 | ||||||||
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At June 30, 2011, the Groups total liabilities totaled $6.358 billion, 3.3% lower than the $6.578
billion at December 31, 2010. This decrease is mostly due to a decrease of $203.7 million in
deposits and a decrease of $22.4 million in the FDIC net settlement payable, which was settled with
the FDIC during the quarter ended June 30, 2011. Deposits and borrowings, the Groups funding
sources, amounted to $6.300 billion at June 30, 2011 versus $6.512 billion at December 31, 2010, a
3.3% decrease. Borrowings represented 62.1% of interest-bearing liabilities and deposits
represented 37.9% as of June 30, 2011. At June 30, 2011, deposits totaled $2.385 billion, down 7.9%
from $2.589 billion at December 31, 2010. Brokered deposits decreased $90.3 million or 32.4% to
$188.6 million. In addition, institutional deposits decreased $69.6 million or 24.8% to $211.0
million.
Borrowings consist mainly of funding sources through the use of repurchase agreements, FHLB
advances, FDIC-guaranteed term notes, subordinated capital notes, and other borrowings. At June 30,
2011, borrowings amounted to $3.915 billion, 0.2% lower than the $3.923 billion recorded at
December 31, 2010. Repurchase agreements as of June 30, 2011 amounted to $3.459 billion and
remained stable as compared to December 31, 2010.
At June 30, 2011, short term borrowings amounted to $31.8 million, 25.1% lower than the $42.5
million reported at December 31, 2010. Short term borrowings mainly consist of overnight
borrowings.
The FHLB system functions as a source of credit for financial institutions that are members of a
regional FHLB. As a member of the FHLB, the Group may obtain advances from the FHLB, secured by the
FHLB stock owned by the Group and certain of the Groups mortgage loans. Advances from the FHLB
amounted to $281.7 million and $281.8 million, as of June 30, 2011 and December 31, 2010,
respectively. These advances mature from May 2012 through May 2014.
The Groups banking subsidiary issued in March 2009 $105.0 million in notes guaranteed under the
FDIC Temporary Liquidity Guarantee Program. These notes are due on March 16, 2012, bear interest at
a 2.75% fixed rate, and are backed by the full faith and credit of the United States. Interest on
the note is payable on the 16th of each March and September, beginning September 16, 2009. Shortly
after issuance of the notes, the Group paid $3.2 million (equivalent to an annual fee of 100 basis
points) to the FDIC to maintain the FDIC guarantee coverage until the maturity of the notes. This
cost has been deferred and is being amortized over the term of the notes.
Stockholders Equity
Taking into consideration the Groups strong capital position the quarterly cash dividend per
common share was increased by 25%, to $0.05 per share, on November 24, 2010. On an annualized
basis, this represents an increase to $0.20 per share, from $0.16, or an estimated annual increase
of $1.9 million, based on 46.3 million shares outstanding at December 31, 2010. In addition, on
February 3, 2011, the Group announced that its Board of Directors had approved a new stock
repurchase program pursuant to which the Group is authorized to purchase in the open market up to
$30.0 million of its outstanding shares of common stock. In June 2011, the Group announced the
completion of its current $30.0 million stock repurchase program and the approval by the Board of
Directors of a new program to purchase an additional $70.0 million of common stock in the open
market. As part of this repurchase program, during the six-month period ended June 30, 2011, the
Group repurchased 2,406,303 shares, equal to approximately 5.5% of shares outstanding, at an
average price of $12.10 per share.
At June 30, 2011, the Groups total stockholders equity was $724.4 million, a 1.1% decrease, when
compared to $732.3 million at December 31, 2010. This decrease reflects the aforementioned new
stock repurchase program, and the unrealized loss of $13.9 million of new interest rate swaps
designated as cash flow hedges; partially offset by an increase of approximately $12.5 million in
the fair value of the investment securities portfolio, and net income for the six-month period
ended June 30, 2011.
The Group maintains capital ratios in excess of regulatory requirements. At June 30, 2011, Tier I
Leverage Capital Ratio was 9.74% (2.44 times the requirement of 4.00%), Tier I Risk-Based Capital
Ratio was 30.40% (7.60 times the requirement of 4.00%), and Total Risk-Based Capital Ratio was
31.68% (3.96 times the requirement of 8.00%).
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The following are the consolidated capital ratios of the Group at June 30, 2011, and December 31,
2010, and the common dividend data for the six-month periods ended June 30, 2011 and 2010:
TABLE 12 CAPITAL, DIVIDENDS AND STOCK DATA
(In thousands, except for per share data)
(In thousands, except for per share data)
Variance | ||||||||||||
June 30, 2011 | December 31, 2010 | % | ||||||||||
Capital data: |
||||||||||||
Stockholders equity |
$ | 724,357 | $ | 732,331 | -1.1 | % | ||||||
Regulatory Capital Ratios data: |
||||||||||||
Leverage Capital Ratio |
9.74 | % | 9.50 | % | 2.5 | % | ||||||
Minimum Leverage Capital Ratio Required |
4.00 | % | 4.00 | % | ||||||||
Actual Tier 1 Capital |
$ | 690,453 | $ | 699,747 | -1.3 | % | ||||||
Minimum Tier 1 Capital Required |
$ | 283,515 | $ | 294,500 | -3.7 | % | ||||||
Excess over regulatory requirement |
$ | 406,938 | $ | 405,247 | 0.4 | % | ||||||
Tier 1 Risk-Based Capital Ratio |
30.40 | % | 31.05 | % | -2.1 | % | ||||||
Minimum Tier 1 Risk-Based Capital Ratio Required |
4.00 | % | 4.00 | % | ||||||||
Actual Tier 1 Risk-Based Capital |
$ | 690,453 | $ | 699,747 | -1.3 | % | ||||||
Actual Tier 1 Common Equity Capital |
$ | 622,453 | $ | 631,747 | -1.5 | % | ||||||
Minimum Tier 1 Risk-Based Capital Required |
$ | 90,854 | $ | 90,141 | 0.8 | % | ||||||
Excess over regulatory requirement |
$ | 599,599 | $ | 609,606 | -1.6 | % | ||||||
Risk-Weighted Assets |
$ | 2,271,341 | $ | 2,253,525 | 0.8 | % | ||||||
Total Risk-Based Capital Ratio |
31.68 | % | 32.33 | % | -2.0 | % | ||||||
Minimum Total Risk-Based Capital Ratio Required |
8.00 | % | 8.00 | % | ||||||||
Actual Total Risk-Based Capital |
$ | 719,593 | $ | 728,572 | -1.2 | % | ||||||
Minimum Total Risk-Based Capital Required |
$ | 181,707 | $ | 180,282 | 0.8 | % | ||||||
Excess over regulatory requirement |
$ | 537,886 | $ | 548,290 | -1.9 | % | ||||||
Risk-Weighted Assets |
$ | 2,271,341 | $ | 2,253,525 | 0.8 | % | ||||||
Tangible common equity (common equity less
goodwill and core deposit intangible) to
total assets |
9.22 | % | 9.04 | % | 2.0 | % | ||||||
Tangible common equity to risk-weighted assets |
28.74 | % | 29.32 | % | -2.0 | % | ||||||
Total equity to total assets |
10.23 | % | 10.02 | % | 2.1 | % | ||||||
Total equity to risk-weighted assets |
31.89 | % | 32.50 | % | -1.9 | % | ||||||
Tier 1 common equity to risk-weighted assets |
27.40 | % | 28.03 | % | -2.2 | % | ||||||
Tier 1 common equity |
$ | 622,453 | $ | 631,746 | -1.5 | % | ||||||
Stock data: |
||||||||||||
Outstanding common shares |
44,009 | 46,349 | -5.0 | % | ||||||||
Book value per common share |
$ | 14.91 | $ | 14.33 | 4.0 | % | ||||||
Market price at end of period |
$ | 12.89 | $ | 12.49 | 3.2 | % | ||||||
Market capitalization at end of period |
$ | 567,276 | $ | 578,899 | -2.0 | % | ||||||
Six-Month Period Ended | ||||||||||||
June 30, | Variance | |||||||||||
2011 | 2010 | % | ||||||||||
Common dividend data: |
||||||||||||
Cash dividends declared |
$ | 4,475 | $ | 2,644 | 69.3 | % | ||||||
Cash dividends declared per share |
$ | 0.10 | $ | 0.08 | 25.0 | % | ||||||
Payout ratio |
17.10 | % | 36.11 | % | -52.6 | % | ||||||
Dividend yield |
0.78 | % | 0.64 | % | 21.9 | % | ||||||
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The table that follows provides a reconciliation of the Groups total stockholders equity to
tangible common equity and total assets to tangible assets at June 30, 2011 and December 31, 2010:
December 31, | ||||||||
June 30, 2011 | 2010 | |||||||
(In thousands, except share or per | ||||||||
share information) | ||||||||
Total stockholders equity |
$ | 724,357 | $ | 732,331 | ||||
Preferred stock |
(68,000 | ) | (68,000 | ) | ||||
Goodwill |
(2,370 | ) | (2,370 | ) | ||||
Core deposit
intangible |
(1,257 | ) | (1,328 | ) | ||||
Total tangible common equity |
$ | 652,730 | $ | 660,633 | ||||
Total assets |
$ | 7,082,547 | $ | 7,310,724 | ||||
Goodwill |
(2,370 | ) | (2,370 | ) | ||||
Core deposit
intangible |
(1,257 | ) | (1,328 | ) | ||||
Total tangible assets |
$ | 7,078,920 | $ | 7,307,026 | ||||
Tangible common equity to tangible assets |
9.22 | % | 9.04 | % | ||||
Common shares outstanding at end of period |
44,009,380 | 46,348,667 | ||||||
Tangible book value per common share |
$ | 14.83 | $ | 14.25 | ||||
The tangible common equity ratio and tangible book value per common share are non-GAAP measures.
Management and many stock analysts use the tangible common equity ratio and tangible book value per
common share in conjunction with more traditional bank capital ratios to compare the capital
adequacy of banking organizations. Neither tangible common equity nor tangible assets or related
measures should be considered in isolation or as a substitute for stockholders equity, total
assets or any other measure calculated in accordance with GAAP. Moreover, the manner in which the
Group calculates its tangible common equity, tangible assets and any other related measures may
differ from that of other companies reporting measures with similar names.
The Tier 1 common equity to risk-weighted assets ratio is another non-GAAP measure. Ratios
calculated based upon Tier 1 common equity have become a focus of regulators and investors, and
management believes ratios based on Tier 1 common equity assist investors in analyzing the Groups
capital position. In connection with the Supervisory Capital Assessment Program, the Federal
Reserve Board began supplementing its assessment of the capital adequacy of a bank holding company
based on a variation of Tier 1 capital, known as Tier 1 common equity.
Because Tier 1 common equity is not formally defined by GAAP or, unlike Tier 1 capital, codified in
the federal banking regulations, this measure is considered to be a non-GAAP financial measure.
Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and
are not audited. To mitigate these limitations, the Group has procedures in place to calculate
these measures using the appropriate GAAP or regulatory components. Although these non-GAAP
financial measures are frequently used by stakeholders in the evaluation of a company, they have
limitations as analytical tools and should not be considered in isolation or as a substitute for
analyses of results as reported under GAAP.
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The table below reconciles the Groups total common equity (GAAP) at June 30, 2011 and December 31,
2010 to Tier 1 common equity as defined by the Federal Reserve Board, FDIC and other bank
regulatory agencies (non-GAAP):
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Common stockholders equity |
$ | 656,357 | $ | 664,331 | ||||
Unrealized gains on available-for-sale securties, net of income tax |
(48,096 | ) | (36,987 | ) | ||||
Unrealized losses on cash flow hedges, net of income tax |
13,222 | | ||||||
Disallowed deferred tax assets |
(29,419 | ) | (25,930 | ) | ||||
Disallowed servicing assets |
(984 | ) | (969 | ) | ||||
Intangible assets: |
||||||||
Goodwill |
(2,370 | ) | (2,370 | ) | ||||
Core deposit
intangible |
(1,257 | ) | (1,328 | ) | ||||
Subordinated capital notes |
35,000 | 35,000 | ||||||
Total Tier 1 common equity |
$ | 622,453 | $ | 631,747 | ||||
Tier 1 common equity to risk-weighted assets |
27.40 | % | 28.03 | % | ||||
The following table presents the Groups capital adequacy information at June 30, 2011 and December
31, 2010:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(in thousands) | ||||||||
Risk-based capital: |
||||||||
Tier I capital |
$ | 690,453 | $ | 699,747 | ||||
Supplementary (Tier II) capital |
29,140 | 28,825 | ||||||
Total Capital |
$ | 719,593 | $ | 728,572 | ||||
Risk-weighted assets: |
||||||||
Balance sheet items |
$ | 2,226,920 | $ | 2,216,158 | ||||
Off-balance sheet items |
44,421 | 37,367 | ||||||
Total risk-weighted assets |
$ | 2,271,341 | $ | 2,253,525 | ||||
Ratios |
||||||||
Tier I capital (minimum required - 4%) |
30.40 | % | 31.05 | % | ||||
Total capital ( minimum required - 8%) |
31.68 | % | 32.33 | % | ||||
Leverage ratio |
9.74 | % | 9.50 | % | ||||
Equity to assets |
10.23 | % | 10.02 | % | ||||
Tangible equity to assets |
9.22 | % | 9.04 | % |
The Federal Reserve Board has risk-based capital guidelines for bank holding companies. Under the
guidelines, the minimum ratio of qualifying total capital to risk-weighted assets is 8%. At least
half of the total capital is to be comprised of qualifying common stockholders equity, qualifying
noncumulative perpetual preferred stock (including related surplus), minority interests related to
qualifying common or noncumulative perpetual preferred stock directly issued by a consolidated U.S.
depository institution or foreign bank subsidiary, and restricted core capital elements
(collectively Tier 1 Capital). Banking organizations are expected to maintain at least 50 percent
of their Tier 1 Capital as common equity. Except as otherwise discussed below in light of the
Dodd-Frank Act in connection with certain debt or equity instruments issued on or after May 19,
2010, not more than 25% of qualifying Tier 1 Capital may consist of qualifying cumulative perpetual
preferred stock, trust preferred securities or other so-called restricted core capital elements.
Tier 2 Capital may consist, subject to certain limitations, of allowance for loan and lease
losses; perpetual preferred stock and related surplus; hybrid capital instruments, perpetual debt,
and mandatory convertible debt securities; term subordinated debt and intermediate-term preferred
stock, including related surplus; and unrealized holding gains on equity securities. Tier 3
Capital consists of qualifying unsecured subordinated debt.
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The sum of Tier 2 and Tier 3 Capital may not exceed the amount of Tier 1
Capital. At June 30, 2011 and December 31, 2010, the Group was a well capitalized institution for
regulatory purposes.
The Federal Reserve Board has regulations with respect to risk-based and leverage capital ratios
that require most intangibles, including goodwill and core deposit intangibles, to be deducted from
Tier 1 Capital. The only types of identifiable intangible assets that may be included in, that is,
not deducted from, an organizations capital are readily marketable mortgage servicing assets,
nonmortgage servicing assets, and purchased credit card relationships.
In addition, the Federal Reserve Board has established minimum leverage ratio (Tier 1 Capital to
total assets) guidelines for bank holding companies and member banks. These guidelines provide for
a minimum leverage ratio of 3% for bank holding companies and member banks that meet certain
specified criteria, including that they have the highest regulatory rating. All other bank holding
companies and member banks are required to maintain a minimum ratio of Tier 1 Capital to total
assets of 4%. The guidelines also provide that banking organizations experiencing internal growth
or making acquisitions are expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance on intangible assets. Furthermore, the
guidelines state that the Federal Reserve Board will continue to consider a tangible Tier 1
leverage ratio and other indicators of capital strength in evaluating proposals for expansion or
new activities.
Under the Dodd-Frank Act, federal banking regulators are required to establish minimum leverage and
risk-based capital requirements, on a consolidated basis, for insured institutions, depository
institution holding companies, and non-bank financial companies supervised by the Federal Reserve
Board. The minimum leverage and risk-based capital requirements are to be determined based on the
minimum ratios established for insured depository institutions under prompt corrective action
regulations. In effect, such provision of the Dodd-Frank Act, which is commonly known as the
Collins Amendment, applies to bank holding companies the same leverage and risk-based capital
requirements that will apply to insured depository institutions. Because the capital requirements
must be the same for insured depository institutions and their holding companies, the Collins
Amendment will generally exclude certain debt or equity instruments, such as cumulative perpetual
preferred stock and trust preferred securities, from Tier 1 Capital, subject to a three-year
phase-out from Tier 1 qualification for such instruments issued before May 19, 2010, with the
phase-out commencing on January 1, 2013. However, such instruments issued before May 19, 2010, by a
bank holding company, such as the Group, with total consolidated assets of less than $15 billion as
of December 31, 2009, are not affected by the Collins Amendment and may continue to be included in
Tier 1 Capital as a restricted core capital element.
The Groups common stock is traded on the New York Stock Exchange (NYSE) under the symbol OFG. At
June 30, 2011, the Groups market capitalization for its outstanding common stock was $567.3
million ($12.89 per share).
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The following table provides the high and low prices and dividends per share of the Groups common
stock for each quarter of the last three years:
Cash | ||||||||||||
Price | Dividend | |||||||||||
High | Low | Per share | ||||||||||
2011 |
||||||||||||
June 30, 2011 |
$ | 13.07 | $ | 11.26 | $ | 0.05 | ||||||
March 31, 2011 |
$ | 12.84 | $ | 11.40 | $ | 0.05 | ||||||
2010 |
||||||||||||
December 31, 2010 |
$ | 13.72 | $ | 11.50 | $ | 0.05 | ||||||
September 30, 2010 |
$ | 14.45 | $ | 12.13 | $ | 0.04 | ||||||
June 30, 2010 |
$ | 16.72 | $ | 12.49 | $ | 0.04 | ||||||
March 31, 2010 |
$ | 14.09 | $ | 10.00 | $ | 0.04 | ||||||
2009 |
||||||||||||
December 31, 2009 |
$ | 13.69 | $ | 9.43 | $ | 0.04 | ||||||
September 30, 2009 |
$ | 15.41 | $ | 7.48 | $ | 0.04 | ||||||
June 30, 2009 |
$ | 11.27 | $ | 4.88 | $ | 0.04 | ||||||
March 31, 2009 |
$ | 7.38 | $ | 0.91 | $ | 0.04 | ||||||
The Bank is considered well capitalized under the regulatory framework for prompt corrective
action. The table below shows the Banks regulatory capital ratios at June 30, 2011 and at December
31, 2010:
June 30, | December 31, | Variance | ||||||||||
(Dollars in thousands) | 2011 | 2010 | % | |||||||||
Oriental Bank and Trust Regulatory Capital Ratios: |
||||||||||||
Total Tier 1 Capital to Total Assets |
9.69 | % | 9.23 | % | 5.0 | % | ||||||
Actual Tier 1 Capital |
$ | 673,786 | $ | 666,862 | 1.0 | % | ||||||
Minimum Capital Requirement (4%) |
$ | 278,116 | $ | 289,111 | -3.8 | % | ||||||
Minimum to be well capitalized (5%) |
$ | 347,646 | $ | 361,389 | -3.8 | % | ||||||
Tier 1 Capital to Risk-Weighted Assets |
30.02 | % | 29.96 | % | 0.2 | % | ||||||
Actual Tier 1 Risk-Based Capital |
$ | 673,786 | $ | 666,862 | 1.0 | % | ||||||
Minimum Capital Requirement (4%) |
$ | 89,784 | $ | 89,026 | 0.9 | % | ||||||
Minimum to be well capitalized (6%) |
$ | 134,675 | $ | 133,539 | 0.9 | % | ||||||
Total Capital to Risk-Weighted Assets |
31.30 | % | 31.24 | % | 0.2 | % | ||||||
Actual Total Risk-Based Capital |
$ | 702,595 | $ | 695,344 | 1.0 | % | ||||||
Minimum Capital Requirement (8%) |
$ | 179,567 | $ | 178,053 | 0.9 | % | ||||||
Minimum to be well capitalized (10%) |
$ | 224,459 | $ | 222,566 | 0.9 | % | ||||||
During the six-month period ended June 30, 2011, the Bank declared a dividend payment of $20.0
million to the Group.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
RISK MANAGEMENT
Background
The Groups risk management policies are established by its Board of Directors (the Board),
implemented by management, through the adoption of a risk management program, which is overseen and
monitored by the Chief Risk Officer and the Risk and Compliance Management Committee. The Group has
continued to refine and enhance its risk management program by strengthening policies, processes
and procedures necessary to maintain effective risk management.
All aspects of the Groups business activities are susceptible to risk. Consequently, risk
identification and monitoring are essential to risk management. As more fully discussed below, the
Groups primary risk exposures include, market, interest rate, credit, liquidity, operational and
concentration risks.
Market Risk
Market risk is the risk to earnings or capital arising from adverse movements in market rates or
prices, such as interest rates or prices. The Group evaluates market risk together with interest
rate risk.
The Groups financial results and capital levels are constantly exposed to market risk. The Board
and management are primarily responsible for ensuring that the market risk assumed by the Group
complies with the guidelines established by policies approved by the Board. The Board has delegated
the management of this risk to the Asset/Liability Management Committee (ALCO) which is composed
of certain executive officers from the business, treasury and finance areas. One of ALCOs primary
goals is to ensure that the market risk assumed by the Group is within the parameters established
in such policies.
Interest Rate Risk
Interest rate risk is the exposure of the Groups earnings or capital to adverse movements in
interest rates. It is a predominant market risk in terms of its potential impact on earnings. The
Group manages its asset/liability position in order to limit the effects of changes in interest
rates on net interest income.
ALCO oversees interest rate risk, liquidity management and other related matters.
In discharging its responsibilities, ALCO examines current and expected conditions in world
financial markets, competition and prevailing rates in the local deposit market, liquidity,
unrealized gains and losses in securities, recent or proposed changes to the investment portfolio,
alternative funding sources and their costs, hedging and the possible purchase of derivatives such
as swaps, and any tax or regulatory issues which may be pertinent to these areas.
Each quarter, the Group performs a net interest income simulation analysis on a consolidated basis
to estimate the potential change in future earnings from projected changes in interest rates. These
simulations are carried out over a one-year time horizon, assuming gradual upward and downward
interest rate movements of 200 basis points, achieved during a twelve-month period. Simulations are
carried out in two ways:
(1) | using a static balance sheet as the Group had on the simulation date, and | ||
(2) | using a dynamic balance sheet based on recent growth patterns and business strategies. |
The balance sheet is divided into groups of assets and liabilities detailed by maturity or
re-pricing and their corresponding interest yields and costs. As interest rates rise or fall, these
simulations incorporate expected future lending rates, current and expected future funding sources
and cost, the possible exercise of options, changes in prepayment rates, deposits decay and other
factors which may be important in projecting the future growth of net interest income.
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The Group uses a software application to project future movements in the Groups balance sheet and
income statement. The starting point of the projections generally corresponds to the actual values
of the balance sheet on the date of the simulations.
These simulations are highly complex, and use many simplifying assumptions that are intended to
reflect the general behavior of the Group over the period in question. There can be no assurance
that actual events will match these assumptions in all cases. For this reason, the results of these
simulations are only approximations of the true sensitivity of net interest income to changes in
market interest rates. The following table presents the results of the simulations at June 30,
2011, assuming a one-year time horizon:
Net Interest Income Risk (one year projection) | ||||||||||||||||
Static Balance Sheet | Growing simulation | |||||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||
Change in interest rate | Change | Change | Change | Change | ||||||||||||
(Dollars in thousands) | ||||||||||||||||
+ 200 Basis points |
$ | 24,220 | 20.39 | % | $ | 25,623 | 20.90 | % | ||||||||
+ 100 Basis points |
$ | 14,412 | 12.13 | % | $ | 15,130 | 12.34 | % | ||||||||
- 100 Basis points |
$ | (14,743 | ) | -12.41 | % | $ | (16,537 | ) | -13.49 | % | ||||||
- 200 Basis points |
$ | (35,380 | ) | -29.79 | % | $ | (38,970 | ) | -31.79 | % | ||||||
Future net interest income could be affected by the Groups investments in callable securities,
prepayment risk related to mortgage loans and mortgage-backed securities, and its structured
repurchase agreements and advances from the FHLB. As part of the strategy to limit the interest
rate risk and reduce the re-pricing gaps of the Groups assets and liabilities, the maturity and
the re-pricing frequency of the liabilities has been extended to longer terms.
The Group uses derivative instruments and other strategies to manage its exposure to interest rate
risk caused by changes in interest rates beyond managements control. Derivative instruments are
generally negotiated over-the-counter (OTC) contracts. Negotiated OTC derivatives are generally
entered into between two counterparties that negotiate specific contractual terms, including the
underlying instrument, amount, exercise price and maturity. The following summarizes strategies,
including derivative activities, used by the Group in managing interest rate risk:
Interest rate swaps During the six-month period ended June 30, 2011, the Group
terminated all of its $1.250 billion open forward-settlement swaps with realized losses of $4.3
million. At the same time the Group entered into $950 million of new forward-settlement swaps, all
of which were designated as cash flow hedges. In May 2011, the Group entered into
forward-settlement swap contracts with a notional amount of $475 million, all of which were also
designated as hedging instruments. The Group entered into the forward-settlement swaps to hedge the
variability of future interest cash flows of forecasted wholesale borrowings, attributable to
changes in the one-month LIBOR rate. Once the forecasted wholesale borrowings transactions occur,
the interest rate swap will effectively fix the Groups interest payments on an amount of
forecasted interest expense attributable to the one-month LIBOR corresponding to the swap notional
stated rate. A derivative liability of $13.9 million was recognized at June 30, 2011, related to
the valuation of these swaps. Refer to Note 8 of the unaudited consolidated financial statements
for a description of these swaps.
The new swaps will reduce the cost of $600 million of wholesale borrowings to 1.66% from 4.23%,
starting December 28, 2011, and will also lower the cost of $825 million of wholesale borrowings to 2.24% from 4.29%, during 2012.
S&P options The Group offers its customers certificates of deposit with an option tied
to the performance of the S&P index. At the end of five years, the depositor receives a minimum
return or a specified percentage of the average increase of the month-end value of the stock index.
The Group uses option agreements with major money center banks and major broker-dealer companies to
manage its exposure to changes in that index. Under the terms of the option agreements, the Group
receives the average increase in the month-end value of such index in exchange for a fixed premium.
The changes in fair value of the options purchased and the options embedded in the certificates of
deposit are recorded in earnings.
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At June 30, 2011 and December 31, 2010, the fair value of the purchased options used to manage the
exposure to the stock market on stock indexed deposits represented an asset of $11.9 million and
$9.9 million, respectively; and the options sold to customers embedded in the certificates of
deposit represented a liability of $12.9 million and $12.8 million, respectively, recorded in
deposits.
Structured borrowings The Group uses structured repurchase agreements and advances from
FHLB, with embedded put options, to reduce the Groups exposure to interest rate risk by
lengthening the contractual maturities of its liabilities.
Credit Risk
Credit risk is the possibility of loss arising from a borrower or counterparty in a credit-related
contract failing to perform in accordance with its terms. The principal source of credit risk for
the Group is its lending activities.
The Group manages its credit risk through a comprehensive credit policy which establishes sound
underwriting standards, by monitoring and evaluating loan portfolio quality, and by the constant
assessment of reserves and loan concentrations. The Group also employs proactive collection and
loss mitigation practices.
The Group may also encounter risk of default in relation to its securities portfolio. The
securities held by the Group are principally agency mortgage-backed securities. Thus, a substantial portion of these instruments are guaranteed by mortgages, a
U.S. government-sponsored entity or the full faith and credit of the U.S. government. A credit default by the U.S. government or a
downgrade in the credit ratings of the U.S. government may have a material adverse effect on the
Group. The available-for-sale securities portfolio also includes approximately $45.7 million in
structured credit investments that are considered of a higher credit risk than agency securities.
Managements Executive Credit Committee, composed of the Groups Chief Executive Officer, Chief
Credit Risk Officer and other senior executives, has primary responsibility for setting strategies
to achieve the Groups credit risk goals and objectives. Those goals and objectives are set forth
in the Groups Credit Policy as approved by the Board.
Liquidity Risk
Liquidity risk is the risk of the Group not being able to generate sufficient cash from either
assets or liabilities to meet obligations as they become due, without incurring substantial losses.
The Board has established a policy to manage this risk. The Groups cash requirements principally
consist of deposit withdrawals, contractual loan funding, repayment of borrowings as these mature,
and funding of new and existing investments as required.
The Groups business requires continuous access to various funding sources. While the Group is able
to fund its operations through deposits as well as through advances from the FHLB of New York and
other alternative sources, the Groups business is significantly dependent upon other wholesale
funding sources, such as repurchase agreements and brokered deposits. While most of the Groups
repurchase agreements have been structured with initial terms that mature between three and ten
years, and except for the $300 million repurchase agreement that settled on March 28, 2011 with a
weighted average coupon of 2.86% and maturity of September 28, 2014, the counterparties have the
right to exercise at par on a quarterly basis put options before their contractual maturities.
Brokered deposits are typically offered through an intermediary to small retail investors. The
Groups ability to continue to attract brokered deposits is subject to variability based upon a
number of factors, including volume and volatility in the global securities markets, the Groups
credit rating and the relative interest rates that it is prepared to pay for these liabilities.
Brokered deposits are generally considered a less stable source of funding than core deposits
obtained through retail bank branches. Investors in brokered deposits are generally more sensitive
to interest rates and will generally move funds from one depository institution to another based on
small differences in interest rates offered on deposits.
Although the Group expects to have continued access to credit from the foregoing sources of funds,
there can be no assurance that such financing sources will continue to be available or will be
available on favorable terms. In a period of financial disruption or if negative developments occur
with respect to the Group, the availability and cost of the Groups funding
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sources could be adversely affected. In that event, the Groups cost of funds may increase, thereby
reducing its net interest income, or the Group may need to dispose of a portion of its investment
portfolio, which depending upon market conditions, could result in realizing a loss or experiencing
other adverse accounting consequences upon the dispositions. The Groups efforts to monitor and
manage liquidity risk may not be successful to deal with dramatic or unanticipated changes in the
global securities markets or other reductions in liquidity driven by the Group or market-related
events. In the event that such sources of funds are reduced or eliminated and the Group is not able
to replace these on a cost-effective basis, the Group may be forced to curtail or cease its loan
origination business and treasury activities, which would have a material adverse effect on its
operations and financial condition.
As of June 30, 2011, the Group had approximately $281.0 million in cash and cash equivalents,
$492.7 million in investment securities, $586.0 million in commercial loans, and $462.5 million in
mortgage loans available to cover liquidity needs.
Operational Risk
Operational risk is the risk of loss from inadequate or failed internal processes, personnel and
systems or from external events. All functions, products and services of the Group are susceptible
to operational risk.
The Group faces ongoing and emerging risk and regulatory pressure related to the activities that
surround the delivery of banking and financial products. Coupled with external influences such as
market conditions, security risks, and legal risk, the potential for operational and reputational
loss has increased. In order to mitigate and control operational risk, the Group has developed, and
continues to enhance, specific internal controls, policies and procedures that are designed to
identify and manage operational risk at appropriate levels throughout the organization. The purpose
of these policies and procedures is to provide reasonable assurance that the Groups business
operations are functioning within established limits.
The Group classifies operational risk into two major categories: business specific and
corporate-wide affecting all business lines. For business specific risks, a risk assessment group
works with the various business units to ensure consistency in policies, processes and assessments.
With respect to corporate wide risks, such as information security, business recovery, legal and
compliance, the Group has specialized groups, such as Information Security, Corporate Compliance,
Information Technology and Operations. These groups assist the lines of business in the development
and implementation of risk management practices specific to the needs of the business groups. All
these matters are reviewed and discussed in the Information Technology Steering Committee, and the
Risk Management and Compliance Committee.
The Group is subject to extensive federal and Puerto Rico regulation, and this regulatory scrutiny
has been significantly increasing over the last several years. The Group has established and
continues to enhance procedures based on legal and regulatory requirements that are reasonably
designed to ensure compliance with all applicable statutory and regulatory requirements. The Group
has a corporate compliance function, headed by a Compliance Director who reports to the Chief Risk
Officer and is responsible for the oversight of regulatory compliance and implementation of a
company-wide compliance program.
Concentration Risk
Substantially all of the Groups business activities and a significant portion of its credit
exposure are concentrated in Puerto Rico. As a consequence, the Groups profitability and financial
condition may be adversely affected by an extended economic slowdown, adverse political or economic
developments in Puerto Rico or the effects of a natural disaster, all of which could result in a
reduction in loan originations, an increase in non-performing assets, an increase in foreclosure
losses on mortgage loans, and a reduction in the value of its loans and loan servicing portfolio.
The Commonwealth of Puerto Rico is in the sixth year of an economic recession, and the central
government is currently facing a significant fiscal deficit. The Commonwealths access to the
municipal bond market and its credit ratings depend, in part, on achieving a balanced budget. Since
March 2009, the Puerto Rico Government has enacted several laws to control expenditures, including
public-sector employment, raise revenues through selective tax increases, and stimulate the
economy. Although the size of the Commonwealths deficit has been reduced by the central
government, the Puerto Rico economy continues to struggle.
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Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-Q, an evaluation was
carried out under the supervision and with the participation of the Groups management, including
the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), of the effectiveness
of the design and operation of the Groups disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon such evaluation, the
CEO and the CFO have concluded that, as of the end of such period, the Groups disclosure controls
and procedures are effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Group in the reports that it files or submits
under the Exchange Act.
Internal Control over Financial Reporting
There was no change in the Groups internal control over financial reporting (as such term is
defined on rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30,
2011 that has materially affected, or is reasonably likely to materially affect, the Groups
internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Group and its subsidiaries are defendants in a number of legal proceedings incidental to their
business. The Group is vigorously contesting such claims. Based upon a review by legal counsel and
the development of these matters to date, management is of the opinion that the ultimate aggregate
liability, if any, resulting from these claims will not have a material adverse effect on the
Groups financial condition or results of operations.
Item 1A. RISK FACTORS
In addition to other information set forth in this report, you should carefully consider the risk
factors included in the Groups Annual Report on Form 10-K, as updated by this report and other
filings the Group makes with the SEC under the Exchange Act. Additional risks and uncertainties not
presently known to us at this time or that the Group currently deems immaterial may also adversely
affect the Groups business, financial condition or results of operations.
The downgrade in the credit rating of the U.S. government may have a material adverse effect on the
Group.
On August
5, 2011, Standard & Poors downgraded the U.S. credit rating to AA+ for the first time in history. Because the securities
held by the Group are principally agency mortgage-backed securities, and because FNMA and FHLMC are in
conservatorship of the U.S. government, the credit downgrade may impact the credit risk associated with such securities in the Groups portfolio.
In addition, the downgrade of the U.S. governments credit
rating may create broader financial turmoil and uncertainty, which would weigh heavily on the
global banking system. This may, in turn, negatively affect the value of the securities in the Groups portfolio and the Groups ability to obtain financing for its investments. As a
result, it may materially adversely affect the Groups business, financial condition and results of
operations.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 3, 2011, the Group announced that its Board of Directors had approved a stock
repurchase program pursuant to which the Group was authorized to purchase in the open market up
to $30 million of its outstanding shares of common stock. On June 29, 2011, the Group announced
the completion of this $30 million stock repurchase program and the approval by the Board of
Directors of a new program to purchase an additional $70 million of common stock in the open
market.
Any shares of common stock repurchased are to be held by the Group as treasury shares. The Group
records treasury stock purchases under the cost method whereby the entire cost of the acquired
stock is recorded as treasury stock. Under the $30 million program, initiated in February 2011,
the Group purchased a total of 2,406,303 shares, equal to approximately 5.5% of shares
outstanding, at an average price of $12.10 per share. Up to the date of this report there have
not been any purchases under the new $70 million stock repurchase program.
The following table presents the shares repurchased for each of the two quarters in the six-month
period ended June 30, 2011:
Total number of | ||||||||||||
shares purchased as | ||||||||||||
part of stock | Average price paid per | Dollar amount of | ||||||||||
Period | repurchase programs | share | shares repurchased | |||||||||
January 2011 |
| $ | | $ | | |||||||
February 2011 |
476,132 | 12.07 | 5,747,513 | |||||||||
March 2011 |
552,447 | 12.18 | 6,731,134 | |||||||||
Quarter ended March 31, 2011 |
1,028,79 | $ | 12.13 | $ | 12,478,647 | |||||||
April 2011 |
103,392 | $ | 12.48 | $ | 1,290,660 | |||||||
May 2011 |
235,200 | 11.76 | 2,765,236 | |||||||||
June 2011 |
1,039,132 | 12.11 | 12,586,533 | |||||||||
Quarter ended June 30, 2011 |
1,377,724 | $ | 12.08 | $ | 16,642,429 | |||||||
Six-month period ended June 30, 2011 |
2,406,303 | $ | 12.10 | $ | 29,121,076 | |||||||
The number of shares that may yet be purchased under the new $70 million program is
estimated at 5,430,566, and was calculated by dividing this remaining balance of $70 million by
$12.89 (closing price of the Groups common stock at June 30, 2011).
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Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
None.
Item 6. Exhibits
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101
|
The following materials from Oriental Financial Group Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Financial Condition, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Changes in Stockholders Equity, (v) Unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORIENTAL FINANCIAL GROUP INC.
(Registrant)
By:
|
/s/ José Rafael Fernández | Date: August 5, 2011 | ||||
José Rafael Fernández | ||||||
President and Chief Executive Officer | ||||||
By:
|
/s/ Norberto González | Date: August 5, 2011 | ||||
Norberto González | ||||||
Executive Vice President and Chief Financial Officer |
107