10-Q 1 fbp03312019x10q.htm 10-Q  

 

 

UNITED STATES

 

  SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

______________

 

FORM 10-Q

(Mark One)

 

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

 

[   ]         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 001-14793

 

First BanCorp.

 

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Puerto Rico

 

66-0561882

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification number)

 

 

 

1519 Ponce de León Avenue, Stop 23

Santurce, Puerto Rico

(Address of principal executive offices)

 

00908

(Zip Code)

 

 

 

(787) 729-8200

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Se­curities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                            Yes     No  

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes    No   

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

   Large accelerated filer 

Accelerated filer

 

 

  Non-accelerated filer  (Do not check if a smaller reporting company)

Smaller reporting company   

 

Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.   

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  

 

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock ($0.10 par value)

 

FBP

 

New York Stock Exchange

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.     

 

Common stock: 217,330,841 shares outstanding as of April 30, 2019.

 

 


 

FIRST BANCORP.

INDEX PAGE

 

 

PART I. FINANCIAL INFORMATION

PAGE

             Item 1. Financial Statements:

 

Consolidated Statements of Financial Condition (Unaudited) as of March 31, 2019 and December 31, 2018  

5

Consolidated Statements of  Income  (Unaudited) – Quarters ended March 31, 2019 and 2018

6

Consolidated Statements of Comprehensive Income (Unaudited) – Quarters ended March 31, 2019 and 2018

7

Consolidated Statements of Cash Flows (Unaudited) – Quarters ended March 31, 2019 and 2018

8

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Quarters ended March 31, 2019 and 2018

9

                                  Notes to Consolidated Financial Statements (Unaudited)                                                

     10

             Item 2. Management's Discussion and Analysis of Financial Condition

 

                          and Results of Operations                                                                          

81

             Item 3. Quantitative and Qualitative Disclosures About Market Risk

143

             Item 4. Controls and Procedures

143

 

 

PART II. OTHER INFORMATION

 

             Item 1.    Legal Proceedings

144

             Item 1A. Risk Factors

144

             Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

145

             Item 3.    Defaults Upon Senior Securities

146

             Item 4.    Mine Safety Disclosures 

146

             Item 5.    Other Information

146

             Item 6.    Exhibits

146

 

 

SIGNATURES           

 

 

 

2 


 

Forward Looking Statements

 

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the safe harbor created by such sections.  When used in this Form 10-Q or future filings by First BanCorp. (the “Corporation,” “we,” “us,” or “our”) with the U.S. Securities and Exchange Commission (the “SEC”), in the Corporation’s press releases or in other public or stockholder communications made by the Corporation, or in oral statements made on behalf of the Corporation with the approval of an authorized executive officer, the words or phrases “would,” “intends,” “will likely result,” “expect,” “should,” “anticipate,” “look forward,” “believes,” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance are meant to identify “forward-looking statements.”

 

First BanCorp. wishes to caution readers not to place undue reliance on any such “forward-looking statements,” which speak only as of the date made, and to advise readers that these forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, estimates, and assumptions by us that are difficult to predict.  Various factors, some of which are beyond our control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. 

 

Factors that could cause results to differ from those expressed in the Corporation’s forward-looking statements include, but are not limited to, risks described or referenced below in Part I, Item 1A., “Risk Factors” in the 2018 Annual Report on Form 10-K and the following:

 

·          changes in economic and business conditions, including those caused by past or future natural disasters, that directly or indirectly affect the financial health of the Corporation’s customer base in the geographic areas we serve;

 

·          the actual pace and magnitude of economic recovery in the Corporation’s service areas that were affected by Hurricanes Irma and Maria during 2017 compared to management’s current views on the economic recovery;

 

·          uncertainty as to the ultimate outcomes of actions taken, or those that may be taken, by the Puerto Rico government, or the oversight board established by the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) to address the Commonwealth of Puerto Rico’s financial problems, including the filing of a form of bankruptcy under Title III of PROMESA, which provides a court-supervised debt restructuring process similar to U.S. bankruptcy protection, and the effects of measures included in the Puerto Rico government fiscal plan, or any revisions to it, on our clients and loan portfolios;

 

·          uncertainty about whether the Federal Reserve Bank of New York (the “New York FED” or “Federal Reserve”) will continue to provide approvals for receiving dividends from FirstBank Puerto Rico (“FirstBank” or the “Bank”), making payments of dividends on non-cumulative perpetual preferred stock and common stock, or payments on trust-preferred securities or subordinated debt, incurring, increasing or guaranteeing debt or repurchasing any capital securities, despite the consents that have enabled the Corporation to receive quarterly dividends from FirstBank since the second quarter of 2016, to pay quarterly interest payments on the Corporation’s subordinated debentures associated with its trust-preferred securities since the second quarter of 2016, to pay monthly dividends on the non-cumulative perpetual preferred stock since December 2016, and to pay quarterly dividends on common stock since December 2018;

 

·          a decrease in demand for the Corporation’s products and services, resulting in lower revenues and earnings because of the continued economic recession in Puerto Rico;

 

·          uncertainty as to the availability of certain funding sources, such as brokered certificates of deposits (“brokered CDs”);

 

·          the Corporation’s reliance on brokered CDs to fund operations and provide liquidity;

 

·          the risk of not being able to fulfill the Corporation’s cash obligations in the future due to the Corporation’s need to receive regulatory approvals to declare or pay any dividends and to take dividends or any other form of payment representing a reduction in capital from FirstBank or FirstBank’s failure to generate sufficient cash flow to make a dividend payment to the Corporation;

  

·          the weakness of the real estate markets and of the consumer and commercial sectors and their impact on the credit quality of the Corporation’s loans and other assets, which have contributed and may continue to contribute to, among other things, higher than targeted levels of non-performing assets, charge-offs and provisions for loan and lease losses, and may subject the Corporation to further risk from loan defaults and foreclosures;

 

·          the estimated or actual impact of changes in accounting standards or assumptions in applying those standards, including the new credit loss accounting standard;

 

3 


 

·          the ability of FirstBank to realize the benefits of its net deferred tax assets;

 

·          adverse changes in general economic conditions in Puerto Rico, the United States (“U.S.”), the U.S. Virgin Islands (“USVI”), and the British Virgin Islands (“BVI”), including the interest rate environment, market liquidity, housing absorption rates, real estate prices, and disruptions in the U.S. capital markets, which may reduce interest margins, affect funding sources and demand for all of the Corporation’s products and services, and reduce the Corporation’s revenues and earnings and the value of the Corporation’s assets;

  

·          uncertainty related to the potential discontinuation of the London Interbank Offered Rate;

 

·          an adverse change in the Corporation’s ability to attract new clients and retain existing ones;

 

·          the risk that additional portions of the unrealized losses in the Corporation’s investment portfolio are determined to be other-than-temporary, including additional impairments on the Corporation’s remaining $8.2 million exposure to the Puerto Rico government’s debt securities held as part of the available-for-sale securities portfolio;   

 

·          uncertainty about legislative, tax or regulatory changes that affect financial services companies in Puerto Rico, the U.S., the USVI and the BVI, which could affect the Corporation’s financial condition or performance and could cause the Corporation’s actual results for future periods to differ materially from prior results and anticipated or projected results;

 

·          changes in the fiscal and monetary policies and regulations of the U.S. federal government and the Puerto Rico and other governments, including those determined by the Board of the Governors of the Federal Reserve System (the “Federal Reserve Board”), the New York FED, the Federal Deposit Insurance Corporation (the “FDIC”), government-sponsored housing agencies, and regulators in Puerto Rico, and the USVI and BVI;

 

·          the risk of possible failure or circumvention of controls and procedures and the risk that the Corporation’s risk management policies may not be adequate;

 

·          the Corporation’s ability to identify and address cyber-security risks such as data security breaches, malware, “denial of service” attacks, “hacking” and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses or an adverse effect to our reputation;

 

·          the risk that the FDIC may increase the deposit insurance premium and/or require special assessments to replenish its insurance fund, causing an additional increase in the Corporation’s non-interest expenses;

 

·          the impact on the Corporation’s results of operations and financial condition of business acquisitions and dispositions;

 

·          a need to recognize impairments on the Corporation’s financial instruments, goodwill and other intangible assets relating to business acquisitions;

 

·          the effect of changes in interest rate scenario on the Corporation’s businesses, business practices and results of operations;

 

·          the risk that the impact of the occurrence of any of these uncertainties on the Corporation’s capital would preclude further growth of the Bank and preclude the Corporation’s Board of Directors from declaring dividends;

 

·          uncertainty as to whether FirstBank will be able to continue to satisfy its regulators regarding, among other things, its asset quality, liquidity plans, maintenance of capital levels and compliance with applicable laws, regulations and related requirements; and

 

·          general competitive factors and industry consolidation.

 

    The Corporation does not undertake, and specifically disclaims any obligation, to update any “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by the federal securities laws.

 

Investors should refer to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as “Part II, Item 1A, Risk Factors,” in this Quarterly Report on Form 10-Q, for a discussion of these factors and certain risks and uncertainties to which the Corporation is subject.

4 


 

 

FIRST BANCORP.

 

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

March 31, 2019

 

December 31, 2018

(In thousands, except for share information)

ASSETS

 

 

 

 

 

Cash and due from banks

$

581,838

 

$

578,613

Money market investments:

 

 

 

 

 

   Time deposits with other financial institutions

 

300

 

 

300

   Other short-term investments

 

7,437

 

 

7,290

      Total money market investments

 

7,737

 

 

7,590

 

 

 

 

 

 

Investment securities available for sale, at fair value:

 

 

 

 

 

   Securities pledged with creditors' right to repledge

 

123,738

 

 

182,735

   Other investment securities available for sale

 

1,781,492

 

 

1,759,833

      Total investment securities available for sale

 

1,905,230

 

 

1,942,568

 

 

 

 

 

 

Investment securities held to maturity, at amortized cost

 

 

 

 

 

      (fair value 2019 - $123,906; 2018 $125,658)

 

144,673

 

 

144,815

 

 

 

 

 

 

Equity securities

 

44,438

 

 

44,530

Loans, net of allowance for loan and lease losses of $183,732

 

 

 

 

 

   (2018 - $196,362)

 

8,813,084

 

 

8,661,761

Loans held for sale, at lower of cost or market

 

33,175

 

 

43,186

      Total loans, net

 

8,846,259

 

 

8,704,947

Premises and equipment, net

 

147,410

 

 

147,814

Other real estate owned (“OREO”)

 

129,716

 

 

131,402

Accrued interest receivable on loans and investments

 

50,405

 

 

50,365

Deferred tax asset, net

 

305,963

 

 

319,851

Other assets

 

213,111

 

 

171,066

      Total assets

$

12,376,780

 

$

12,243,561

LIABILITIES

 

 

 

 

 

Non-interest-bearing deposits

$

2,494,787

 

$

2,395,481

Interest-bearing deposits

 

6,576,047

 

 

6,599,233

      Total deposits

 

9,070,834

 

 

8,994,714

 

 

 

 

 

 

Securities sold under agreements to repurchase

 

100,000

 

 

150,086

Advances from the Federal Home Loan Bank (“FHLB”)

 

740,000

 

 

740,000

Other borrowings

 

184,150

 

 

184,150

Accounts payable and other liabilities

 

181,339

 

 

129,907

      Total liabilities

 

10,276,323

 

 

10,198,857

 

 

 

 

 

 

STOCKHOLDERSʼ EQUITY

 

 

 

 

 

Preferred stock, authorized, 50,000,000 shares:

 

 

 

 

 

      Non-cumulative Perpetual Monthly Income Preferred Stock:

 

 

 

 

 

         22,004,000 shares issued, 1,444,146 shares outstanding; aggregate

 

 

 

 

 

         liquidation value of $36,104

 

36,104

 

 

36,104

Common stock, $0.10 par value, authorized, 2,000,000,000 shares;

 

 

 

 

 

          222,055,125 shares issued (2018 - 221,789,509 shares issued)

 

22,205

 

 

22,179

Less: Treasury stock (at par value)

 

(472)

 

 

(455)

Common stock outstanding, 217,331,577 shares outstanding (2018 - 217,235,140

 

 

 

 

 

         shares outstanding)

 

21,733

 

 

21,724

Additional paid-in capital

 

938,801

 

 

939,674

Retained earnings, includes legal surplus reserve of $80,191 as of

 

 

 

 

 

          each March 31, 2019 and December 31, 2018

 

1,123,724

 

 

1,087,617

Accumulated other comprehensive loss, net of tax of $7,752 as of each

 

 

 

 

 

         March 31, 2019 and December 31, 2018

 

(19,905)

 

 

(40,415)

      Total stockholdersʼ equity

 

2,100,457

 

 

2,044,704

         Total liabilities and stockholdersʼ equity

$

12,376,780

 

$

12,243,561

The accompanying notes are an integral part of these statements.

5 


 

 

FIRST BANCORP.

 

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

Quarter Ended

 

March 31, 2019

 

March 31, 2018

(In thousands, except per share information)

 

 

 

Interest and dividend income:

 

 

 

 

 

   Loans

$

147,625

 

$

133,175

   Investment securities

 

16,018

 

 

13,987

   Money market investments and interest-bearing cash accounts

 

2,829

 

 

2,256

      Total interest income

166,472

 

149,418

Interest expense:

 

 

 

 

 

   Deposits

 

17,492

 

 

16,971

   Securities sold under agreements to repurchase

 

2,548

 

 

2,297

   Advances from FHLB

 

3,785

 

 

3,372

   Other borrowings

 

2,466

 

 

2,085

      Total interest expense

26,291

 

24,725

         Net interest income

 

140,181

 

 

124,693

Provision for loan and lease losses

 

11,820

 

 

20,544

Net interest income after provision for loan and lease losses

128,361

 

104,149

Non-interest income:

 

 

 

 

 

   Service charges and fees on deposit accounts

 

5,716

 

 

5,088

   Mortgage banking activities

 

3,627

 

 

4,165

   Gain on early extinguishment of debt

 

-

 

 

2,316

   Insurance commission income

 

4,250

 

 

3,355

   Other non-interest income

 

8,950

 

 

7,860

      Total non-interest income

22,543

 

22,784

Non-interest expenses:

 

 

 

 

 

   Employees' compensation and benefits

 

39,296

 

 

40,684

   Occupancy and equipment

 

16,055

 

 

15,105

   Business promotion

 

3,706

 

 

2,576

   Professional fees

 

10,310

 

 

10,060

   Taxes, other than income taxes

 

3,820

 

 

3,856

   FDIC deposit insurance

 

1,698

 

 

2,649

   Net loss on OREO and OREO expenses

 

3,743

 

 

190

   Credit and debit card processing expenses

 

4,154

 

 

3,537

   Communications

 

1,752

 

 

1,482

   Other non-interest expenses

 

5,438

 

 

5,888

      Total non-interest expenses

89,972

 

86,027

 

 

 

 

 

 

Income before income taxes

 

60,932

 

 

40,906

 

 

 

 

 

 

Income tax expense

 

17,618

 

 

7,758

 

 

 

 

 

 

Net income

$

43,314

 

$

33,148

 

 

 

 

 

 

Net income attributable to common stockholders

$

42,645

 

$

32,479

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

   Basic

$

0.20

 

$

0.15

   Diluted

$

0.20

 

$

0.15

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

6 


 

 

FIRST BANCORP.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

  

 

Quarter Ended

 

 

March 31,

 

 

March 31,

 

2019

 

 

2018

(In thousands)

 

 

 

 

 

 

 

Net income

$

43,314

 

$

33,148

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

       Unrealized gain on debt securities on which an

 

 

 

 

 

            other-than-temporary impairment (“OTTI”) has been recognized

 

9

 

 

496

 All other unrealized holding gain (losses) on available-for-sale securities

 

 

 

 

 

arising during the period

 

20,501

 

 

(24,549)

Other comprehensive income (loss) for the period

 

20,510

 

 

(24,053)

Total comprehensive income

$

63,824

 

$

9,095

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

7 


 

 

FIRST BANCORP.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Quarter Ended

 

March 31, 2019

 

March 31, 2018

(In thousands)

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

   Net income

$

43,314

 

$

33,148

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

   Depreciation and amortization

 

4,449

 

 

3,922

   Amortization of intangible assets

 

799

 

 

1,006

   Provision for loan and lease losses

 

11,820

 

 

20,544

   Deferred income tax expense

 

13,900

 

 

5,472

   Stock-based compensation

 

1,018

 

 

2,205

   Gain on early extinguishment of debt

 

-

 

 

(2,316)

   Unrealized loss on derivative instruments

 

(589)

 

 

52

   Net gain on sales of premises and equipment and other assets

 

(17)

 

 

(847)

   Net gain on sales of loans

 

(1,536)

 

 

(1,096)

   Net amortization/accretion of premiums, discounts, and deferred loan fees and costs

 

(2,023)

 

 

(2,095)

   Originations and purchases of loans held for sale

 

(74,225)

 

 

(65,984)

   Sales and repayments of loans held for sale

 

78,654

 

 

76,163

   Loans held for sale valuation adjustment

 

-

 

 

558

   Amortization of broker placement fees

 

189

 

 

367

   Net amortization/accretion of premiums and discounts on investment securities

 

39

 

 

476

   (Increase) decrease in accrued interest receivable

 

(669)

 

 

13,061

   Increase in accrued interest payable

 

736

 

 

8

   Decrease in other assets

 

14,176

 

 

10,566

   (Decrease) increase in other liabilities

 

(7,053)

 

 

166

       Net cash provided by operating activities

 

82,982

 

 

95,376

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

   Principal collected on loans

 

642,758

 

 

590,753

   Loans originated and purchased

 

(817,900)

 

 

(550,257)

   Proceeds from sales of loans held for investment

 

4,998

 

 

13,274

   Proceeds from sales of repossessed assets

 

11,250

 

 

10,559

   Purchases of available-for-sale securities

 

-

 

 

(49,626)

   Proceeds from principal repayments and maturities of available-for-sale securities

 

57,809

 

 

100,195

   Proceeds from principal repayments of held-to-maturity securities

 

142

 

 

141

   Additions to premises and equipment

 

(4,046)

 

 

(5,142)

   Net redemptions/purchases of other investment securities

 

100

 

 

-

   Proceeds from sale of premises and equipment and other assets

 

18

 

 

1,857

      Net cash (used in) provided by investing activities

 

(104,871)

 

 

111,754

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Net increase in deposits

 

84,436

 

 

45,026

   Change in securities sold under agreements to repurchase

 

(50,086)

 

 

(100,000)

   Repayment of junior subordinated debentures

 

-

 

 

(21,434)

   Repurchase of outstanding common stock

 

(1,882)

 

 

(2,624)

   Dividends paid on common stock

 

(6,538)

 

 

-

   Dividends paid on preferred stock

 

(669)

 

 

(669)

      Net cash provided by (used in) financing activities

 

25,261

 

 

(79,701)

Net increase in cash and cash equivalents

 

3,372

 

 

127,429

Cash and cash equivalents at beginning of period

 

586,203

 

 

716,395

Cash and cash equivalents at end of period

$

589,575

 

$

843,824

 

 

 

 

 

 

Cash and cash equivalents include:

 

 

 

 

 

   Cash and due from banks

$

581,838

 

$

743,409

   Money market instruments

 

7,737

 

 

100,415

 

$

589,575

 

$

843,824

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

8 


 

 

FIRST BANCORP.

 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

  

 

Quarter Ended

 

March 31,

 

March 31,

 

2019

 

2018

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

$

36,104

 

$

36,104

 

 

 

 

 

 

Common Stock outstanding:

 

 

 

 

 

   Balance at beginning of period

 

21,724

 

 

21,628

   Common stock issued as compensation

 

-

 

 

15

   Common stock withheld for taxes

 

(17)

 

 

(38)

   Restricted stock grants

 

26

 

 

34

      Balance at end of period

 

21,733

 

 

21,639

 

 

 

 

 

 

Additional Paid-In-Capital:

 

 

 

 

 

   Balance at beginning of period

 

939,674

 

 

936,772

   Stock-based compensation

 

1,018

 

 

2,205

   Common stock withheld for taxes

 

(1,865)

 

 

(2,586)

   Restricted stock grants

 

(26)

 

 

(34)

   Common stock issued as compensation

 

-

 

 

(15)

      Balance at end of period

 

938,801

 

 

936,342

 

 

 

 

 

 

Retained Earnings:

 

 

 

 

 

   Balance at beginning of period

 

1,087,617

 

 

895,208

   Net income

 

43,314

 

 

33,148

   Dividends on common stock ($0.03 per share)

 

(6,538)

 

 

-

   Dividends on preferred stock

 

(669)

 

 

(669)

   Amount reclassified from accumulated other comprehensive loss

 

 

 

 

 

     per Accounting Standards Update No. ("ASU") 2016-01

 

-

 

 

(6)

      Balance at end of period

 

1,123,724

 

 

927,681

 

 

 

 

 

 

Accumulated Other Comprehensive Loss, net of tax:

 

 

 

 

 

   Balance at beginning of period

 

(40,415)

 

 

(20,615)

   Amount reclassified out of accumulated other comprehensive loss per ASU 2016-01

 

-

 

 

6

   Other comprehensive income (loss), net of tax

 

20,510

 

 

(24,053)

      Balance at end of period

 

(19,905)

 

 

(44,662)

 

 

 

 

 

 

         Total stockholdersʼ equity

$

2,100,457

 

$

1,877,104

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

9 


 

 

FIRST BANCORP.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The Consolidated Financial Statements (unaudited) of First BanCorp. (the “Corporation”) have been prepared in conformity with the accounting policies stated in the Corporation’s Audited Consolidated Financial Statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report on Form 10-K”). Certain information and note disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted from these statements pursuant to the rules and regulations of the SEC and, accordingly, these financial statements should be read  in conjunction with the Audited Consolidated Financial Statements of the Corporation for the year ended December 31, 2018, which are included in the 2018 Annual Report on Form 10-K. All adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the statement of financial position, results of operations and cash flows for the interim periods have been reflected. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

The results of operations for the quarter ended March 31, 2019 are not necessarily indicative of the results to be expected for the entire year.   

 

Adoption of New Accounting Requirements and Recently Issued but Not Yet Effective Accounting Requirements

 

The Financial Accounting Standards Board (“FASB”) has issued the following accounting pronouncements and guidance relevant to the Corporation’s operations:

 

Lease Accounting

 

      In February 2016, the FASB updated the FASB Accounting Standards Codification (“ASC” or the “Codification”) to replace ASC Topic 840, “Leases (Topic 840)” (“ASC Topic 840”), with new guidance for the financial reporting about leasing transactions. Under the new guidance, a lessee is required to recognize a right-of-use asset (“ROU”) and a lease liability for leases with lease terms of more than 12 months. Consistent with the practice before the adoption of this guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily depend on its classification as a finance or operating lease. However, unlike previous guidance, which required the recognition of only capital leases on the balance sheet, the guidance requires both types of leases to be recognized on the balance sheet. The guidance also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information and additional information about the amounts recorded in the financial statements. The FASB issued an update in January 2018 providing an optional transition practical expedient under which an entity need not evaluate under new ASC Topic 842, “Leases” (“ASC Topic 842”), land easements that existed or expired before the entity’s adoption of ASC Topic 842 and were not previously accounted for as leases. In addition, the FASB issued an update in July 2018 that provides entities with an additional and optional transition method that allows entities to adopt the new standard prospectively as of the effective date, without adjusting comparative periods presented. Also, the amendments provide lessors with a practical expedient, by class of underlying asset, to not separate non lease components, subject to certain circumstances. Also in July 2018, the FASB issued an update that makes various technical corrections to clarify how to apply certain aspects of the new leases standard, such as reassessment of lease classification, variable lease payments that depend on an index or a rate, lease term and purchase options, and certain transition adjustments, among others. The guidance on leases took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

 

The update affected the Corporation’s consolidated financial statements since the Corporation has operating and lease arrangements for which it is a lessee. The new standard provides a number of optional practical expedients in transition. The Corporation adopted this guidance in 2019, and elected the optional transition approach to not apply the new lease standard in comparative periods presented and the package of practical expedients, which allows the Corporation not to reassess prior conclusions about lease classification and initial direct costs. On the other hand, the Corporation did not elect the practical expedient provided to lessors to not account for lease and non-lease components separately, or the practical expedient pertaining to land easement. The adoption of this standard in January 2019 resulted in the recognition of ROU assets and lease liabilities for operating leases of $59.6 million and $62.1 million, respectively, with the most significant impact from recognition of ROU assets and liabilities related to the Bank’s branches and ATMs operating leases. The Corporation elected not to recognize ROU assets and lease liabilities that arise from short term leases, primarily related to certain month-to-month ATM operating leases. Disclosures required by the standard have been included in Note 11 - Leases.

 

 

 

10 


 

Amortization of Premiums and Discounts on Callable Debt Securities

 

     In March 2017, the FASB updated the Codification to shorten the amortization period for certain purchased callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date whereas it would previously have been amortized to maturity. With respect to securities held at a discount, the amendments do not require an accounting change; thus, the discount continues to be amortized to maturity. The amendments in this update more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. In most cases, market participants price securities to the call date that produces the worst yield when the coupon is above current market rates (that is, the security is trading at a premium) and price securities to maturity when the coupon is below market rates (that is, the security is trading at a discount) in anticipation that the borrower will act in its economic best interest. As a result, the amendments more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. For public business entities, the amendments in this update took effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this guidance during the first quarter of 2019, did not have a material effect on the Corporation’s consolidated statement of financial condition or results of operations. As of March 31 2019, the Corporation does not have callable debt securities held at a premium.

 

Derivatives and Hedging

 

     In August 2017, the FASB updated the Codification to: (i) expand hedge accounting for nonfinancial and financial risk components and amend measurement methodologies to more closely align hedge accounting with a company’s risk management activities; (ii) decrease the complexity of preparing and understanding hedge results by eliminating the separate measurement and reporting of hedge ineffectiveness; (iii) enhance transparency, comparability, and understanding of hedge results through enhanced disclosures and a change in the presentation of hedge results to align the effects of the hedging instrument and the hedged item; and (iv) reduce the cost and complexity of applying hedge accounting by simplifying the manner in which assessments of hedge effectiveness may be performed. This update took effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance requires companies to apply requirements to existing hedging relationships on the date of adoption, and the effect of the adoption should be reflected as of the beginning of the fiscal year of adoption. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 815, Derivative and Hedging” to provide further clarification on previously issued updates. This Update addresses the following areas of the guidance: (i) partial-term fair value hedges; (ii) fair value hedge basis adjustments; (iii) not-for-profit entities and private companies; and (v) first-payments-received cash flow hedging. As of March 31, 2019, all of the derivatives held by the Corporation were considered economic undesignated hedges. The adoption of this guidance during the first quarter of 2019 did not have an effect on the Corporation’s consolidated statement of financial condition or results of operations.

 

Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income

 

     In February 2018, the FASB updated the Codification to provide entities with an option to reclassify to retained earnings, tax effects that were stranded in accumulated other comprehensive income, pursuant to the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). This guidance took effect for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. This guidance could be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the corporate tax rate in the Tax Act is recognized. The adoption of this guidance during the first quarter of 2019 did not have an effect on the Corporation’s consolidated financial statements.

 

Accounting for Financial Instruments – Credit Losses

 

In June 2016, the FASB updated the Codification to introduce new guidance for the accounting for credit losses. The guidance includes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The CECL model will apply to: (1) financial assets subject to credit losses and measured at amortized cost; and (2) certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees, and net investments in leases, as well as reinsurance and trade receivables. Upon initial recognition of the exposure, the CECL model requires an entity to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses (“ECL”) should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. Financial instruments with similar risk characteristics should be grouped together when estimating ECL. The guidance does not prescribe a specific method to make the estimate, so its application will require significant judgment.

 

Generally, upon initial recognition of a financial asset, the estimate of the ECL will be recorded through an allowance for loan and lease losses with an offset to current earnings. Subsequently, the ECL will need to be reassessed each period, and both negative and positive changes to the estimate will be recognized through an adjustment to the allowance for loan and lease losses and earnings.

 

 

 

11 


 

The guidance amends the current OTTI model for available-for-sale debt securities. The new available-for-sale debt security model will require an estimate of ECL only when the fair value is below the amortized cost of the asset. The length of time the fair value of an available-for-sale debt security has been below the amortized cost will no longer affect the determination of whether a credit loss exists. As such, the new available-for-sale debt security model is not an OTTI model. In addition, credit losses on available-for-sale debt securities will now be limited to the difference between the security’s amortized cost basis and its fair value. The available-for-sale debt security model will also require the use of an allowance to record ECL (and subsequent recoveries).

 

    The purchased financial assets with credit deterioration (“PCD”) model will apply to purchased financial assets (measured at amortized cost or available-for-sale) that have experienced more than insignificant credit deterioration since origination. This represents a change from the scope of what are considered purchased credit-impaired assets under today’s model. In contrast to the accounting for originated or purchased assets that do not qualify as PCD, the initial estimate of ECL for a PCD will be recognized through an allowance for loan and lease losses with an offset to the cost basis of the related financial asset at acquisition (i.e., there will be no effect on net income at initial recognition). Subsequently, the accounting will follow the applicable CECL or available-for-sale debt security impairment model with all adjustments of the allowance for loan and lease losses recognized through earnings. Beneficial interests classified as held-to-maturity or available-for-sale will need to apply the PCD model if the beneficial interest meets the definition of PCD or if there is a significant difference between contractual and expected cash flows at initial recognition.

 

In general, the new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. However, prospective application is required for PCD assets previously accounted for under ASC Topic 310-30, “Receivables,” and for debt securities for which an OTTI was recognized prior to the date of adoption.

 

This guidance also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, public business entities will need to disclose, among other things, the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination (i.e., by vintage year).

 

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements on Topic 326, “Financial Instruments- Credit Losses” to clarify the accounting treatment for the measurement of credit losses under ASC 236. This update provides clarification on the following areas of the guidance: (i) accrued interest; (ii) recoveries; (iii) projections of the interest rate environment; (iv) consideration of prepayments; and (v) other topics. 

 

The guidance will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

 

The Corporation has developed a project plan in order to comply on a timely basis with the implementation of this new accounting framework. The Corporation has created a working group with members from multiple areas across the organization that is responsible for assessing the effect of the standard, evaluating interpretative issues, and evaluating the current credit loss models against the new guidance to determine any necessary changes and other related implementation activities. The working group provides periodic updates to the Corporation’s CECL Management Committee, which has oversight responsibilities for the implementation efforts. The CECL Management Committee also reports to the Corporation’s Board of Directors Audit Committee progress of the implementation plan. The Corporation continues to evaluate the effect that this guidance, including the method of implementation, will have on its consolidated financial statements. The Corporation does not expect to early adopt this guidance.

 

Subsequent Measurement of Goodwill

 

    In January 2017, the FASB updated the Codification to simplify the subsequent measurement of goodwill by eliminating Step 2 from the current two-step goodwill impairment test. This guidance provides that a goodwill impairment test shall be conducted by comparing the fair value of a reporting unit with its carrying amount. Entities must recognize an impairment charge for goodwill equal to the excess of the carrying amount over the reporting unit’s fair value. Entities have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The effect of this guidance will depend upon the performance of the reporting units that have goodwill and the market conditions affecting the fair value of each reporting unit going forward.

 

 

 

12 


 

Changes to the Disclosure Requirements for Fair Value Measurement

 

     In August 2018, the FASB updated the Codification and amended ASC Topic 820, “Fair Value Measurement and Disclosures,” to add, remove, and modify fair value measurement disclosures requirements.  The disclosure requirements that are removed for public entities include: (i) transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for determining when transfers between any of the three levels have occurred; and (iii) the valuation processes used for Level 3 measurements. The disclosure requirements that are modified for public entities include: (i) for certain investments in entities that calculate the net asset value, revisions to require disclosures about the timing of liquidation and lapses of redemption restrictions, if the latter has been communicated to the reporting entity; and (ii) revisions to clarify that the Level 3 measurement uncertainty disclosure should communicate information about the uncertainty at the balance sheet date.  The additional or new disclosure requirements include: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 instruments held at the balance sheet date; and (ii) the range and weighted average of significant unobservable inputs used for Level 3 measurements, but adds an option to disclose other quantitative information in place of the weighted average to the extent that it would be a more reasonable and rational method to reflect the distribution of certain unobservable inputs.

 

    This update is effective for all entities in fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any of the removed or modified disclosures immediately even if adoption of the new disclosures is delayed until the effective date. In the third quarter of 2018, the Corporation early adopted the disclosure requirements that were removed or modified by this guidance.

 

Collaborative Arrangements

 

       In November 2018, the FASB issued new guidance to clarify the interaction between Collaborative Arrangements (“ASC Topic 808”) and Revenue from Contracts with Customers (“ASC Topic 606”) standards. The guidance (i) clarifies that certain transactions between collaborative arrangement participants should be accounted for under the ASC Topic 606 guidance; (ii) adds unit of account guidance to ASC Topic 808 to align with ASC Topic 606; and (iii) clarifies presentation guidance for transactions with a collaborative arrangement participant that is not accounted for under ASC Topic 606 standard. The guidance is effective for annual reporting periods beginning after December 1, 2019, including interim reporting periods within these annual reporting periods, with early adoption permitted. The Corporation does not expect the adoption of this standard to have a material effect on its consolidated financial statements.

13 


 

NOTE 2 – UPDATE ON EFFECTS OF NATURAL DISASTERS

 

Two strong hurricanes affected the Corporation’s service areas during September 2017. The following summarizes the more significant continuing financial repercussions of these natural disasters for the Corporation and for its major subsidiary, FirstBank.

 

Credit Quality and Allowance for Loan and Lease Losses

 

Relationship officers have continued to closely monitor the performance of hurricane-affected commercial loan customers during the first quarter of 2019. Information provided by these commercial loan officers and statistics on the performance of consumer and residential credits were factored into the determination of the allowance for loan and lease losses as of March 31, 2019. During the first quarter of 2019, the Corporation recorded a loan loss reserve release of approximately $6.4 million in connection with revised estimates associated with the effects of the hurricanes. The revised estimates were primarily attributable to updated payment patterns and probability of default credit risk analyses applied to consumer borrowers, and updated assessments of financial performance and repayment prospects of certain individually-assessed commercial credits.  

  

The significant overall uncertainties in the early assessments of hurricane-related credit losses have been largely addressed in the 18-month period since the hurricanes, and the hurricanes’ effect on credit quality in future periods will be reflected in the normal process for determining the allowance for loan losses and not through a separate hurricane-related qualitative reserve, which amounted to $12.6 million as of March 31, 2019 (December 31, 2018 - $19.2 million). Some uncertainties remain, however, including the resolution of insurance claims for certain individual customers.

 

Casualty Losses and Related Insurance

 

The Corporation incurred a variety of costs to operate in disaster response mode, and some facilities and their contents, including certain OREO properties, were damaged by the hurricanes.  The Corporation maintains insurance for casualty losses, as well as for reasonable and necessary disaster response costs and certain revenue lost through business interruption. Insurance claim receivables were established for some of the individual costs, when incurred, based on management’s understanding of the underlying coverage and when realization of the claim was deemed probable.

 

As of March 31, 2019, the Corporation had an insurance claim receivable of $2.6 million (December 31, 2018 - $3.4 million), which is included as part of “other assets” in the statement of financial condition. Management also believes that there is a possibility that some gains will be recognized with respect to casualty and lost revenue claims in future periods, but this is contingent on reaching agreements on the Corporation’s claims with the insurance carriers

 

During the first quarter of 2019, the Corporation recorded a $2.3 million credit against employees’ compensation and benefits expenses related to an employee retention benefit payment (the “Benefit”) received by the Corporation by virtue of the Disaster Tax Relief and Airport Extension Act of 2017, as amended (the “Act”). The Benefit was available to eligible employers affected by Hurricanes Irma and Maria. An eligible employer, as established in the Internal Revenue Circular Letter No. 18-11 issued by the Puerto Rico Department of Treasury, is an employer that (i) on September 16, 2017 (or September 4, 2017 for Hurricane Irma) was engaged in a trade or business in Puerto Rico; (ii) whose business became inoperable on any day after such date and before January 1, 2018, due to damage caused by Hurricane Irma or Maria; and (iii) continued to pay wages to its eligible employees during the period in which the business was inoperable. For purposes of the income tax return, the Benefit will not affect the Corporation’s right to claim a deduction on wages paid and the amount of the Benefit will not be treated as taxable income.

14 


 

NOTE 3 – EARNINGS PER COMMON SHARE

 

 

The calculation of earnings per common share for the quarters ended March 31, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

(In thousands, except per share information)

 

 

 Net income

$

43,314

 

$

33,148

 

 Less: Preferred stock dividends

 

(669)

 

 

(669)

 

 Net income attributable to common stockholders

$

42,645

 

$

32,479

 

 

 

 

 

 

 

 

 

Weighted-Average Shares:

 

 

 

 

 

 

 

Average common shares outstanding

 

216,338

 

 

214,646

 

 

Average potential dilutive common shares

 

612

 

 

1,648

 

 

Average common shares outstanding-assuming dilution

 

216,950

 

 

216,294

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

Basic

$

0.20

 

$

0.15

 

 

Diluted

$

0.20

 

$

0.15

 

 

 

 

  Earnings per common share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares issued and outstanding. Net income attributable to common stockholders represents net income adjusted for any preferred stock dividends, including any dividends declared, and any cumulative dividends related to the current dividend period that have not been declared as of the end of the period. Basic weighted-average common shares outstanding exclude unvested shares of restricted stock that do not contain non-forfeitable dividend rights.

 

Potential dilutive common shares consist of unvested shares of restricted stock that do not contain non-forfeitable dividend rights, warrants outstanding during the period and common stock issued under the assumed exercise of stock options using the treasury stock method. This method assumes that the potential dilutive common shares are issued and outstanding and the proceeds from the exercise, in addition to the amount of compensation cost attributable to future services, are used to purchase common stock at the exercise date. The difference between the numbers of potential dilutive shares issued and the shares purchased is added as incremental shares to the actual number of shares outstanding to compute diluted earnings per share. Potential dilutive common shares also include performance units that do not contain non-forfeitable dividend rights if the performance condition is met as of the end of the reporting period. Unvested shares of restricted stock, stock options, and warrants outstanding during the period that result in lower potential dilutive shares issued than shares purchased under the treasury stock method are not included in the computation of dilutive earnings per share since their inclusion would have an antidilutive effect on earnings per share.

15 


 

NOTE 4 – STOCK-BASED COMPENSATION   

 

   On May 24, 2016, the Corporation’s stockholders approved the amendment and restatement of the First BanCorp. Omnibus Incentive Plan, as amended (the “Omnibus Plan”), to, among other things, increase the number of shares of common stock reserved for issuance under the Omnibus Plan, extend the term of the Omnibus Plan to May 24, 2026 and re-approve the material terms of the performance goals under the Omnibus Plan for purposes of the then-effective Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended. The Omnibus Plan provides for equity-based compensation incentives (the “awards”) through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, cash-based awards and other stock-based awards. The Omnibus Plan authorizes the issuance of up to 14,169,807 shares of common stock, subject to adjustments for stock splits, reorganizations and other similar events. As of March 31, 2019, 6,632,739 authorized shares of common stock were available for issuance under the Omnibus Plan. The Corporation’s Board of Directors, based on the recommendation of the Corporation’s Compensation and Benefits Committee, has the power and authority to determine those eligible to receive awards and to establish the terms and conditions of any awards, subject to various limits and vesting restrictions that apply to individual and aggregate awards. 

 

Restricted Stock

 

Under the Omnibus Plan, the Corporation may grant restricted stock to plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While the restricted stock is subject to forfeiture and does not contain non-forfeitable dividend rights, restricted stock participants may exercise full voting rights. The restricted stock granted under the Omnibus Plan is typically subject to a vesting period. During the first quarter of 2019, the Corporation awarded to its independent directors 3,745 shares of restricted stock that are subject to a one-year vesting period. In addition, during the first quarter of 2019, the Corporation awarded 261,871 shares of restricted stock to employees, fifty percent (50%) of those shares vest in two years from the grant date and the remaining 50% vest in three years from the grant date. Included in those 261,871 shares of restricted stock granted during the first quarter of 2019 were 13,308 shares granted to retirement-eligible employees at the grant date. The total expense determined for the restricted stock awarded to retirement-eligible employees was charged against earnings at the grant date. The fair value of the shares of restricted stock granted in the first quarter of 2019 was based on the market price of the Corporation’s outstanding common stock on the date of the grant.  

  

 

 

   The following table summarizes the restricted stock activity in the first quarter of 2019 under the Omnibus Plan:

 

 

 

 

 

 

 

 

Quarter Ended

 

 

March 31, 2019

 

 

Number of

 

 

 

 

 

shares of

 

 

Weighted-Average

 

 

restricted

 

 

Grant Date

 

 

stock

 

 

 Fair Value

 

 

 

 

 

 

Non-vested shares at beginning of period

964,110

 

$

4.79

Granted

265,616

 

 

11.15

Forfeited

(500)

 

 

6.29

Vested

(517,833)

 

 

3.28

Non-vested shares at March 31, 2019

711,393

 

$

8.26

 

 

 

 

 

 

 

    For the quarters ended March 31, 2019 and 2018, the Corporation recognized $0.9 million and $1.1 million, respectively, of stock-based compensation expense related to restricted stock awards. As of March 31, 2019, there was $4.1 million of total unrecognized compensation cost related to non-vested shares of restricted stock. The weighted average period over which the Corporation expects to recognize such cost is 2.0 years.

 

During the first quarter of 2018, the Corporation awarded 341,189 shares of restricted stock to employees, 50% of those shares vest in two years from the grant date and the remaining 50% vest in three years from the grant date. Included in those 341,189 shares of restricted stock were 20,447 shares granted to retirement-eligible employees at the grant date.

 

    Stock-based compensation accounting guidance requires the Corporation to reverse compensation expense for any awards that are forfeited due to employee or director turnover. Quarterly changes in the estimated forfeiture rate may have a significant effect on stock-based compensation, as the effect of adjusting the rate for all expense amortization is recognized in the period in which the forfeiture estimate is changed.  If the actual forfeiture rate is higher than the estimated forfeiture rate, an adjustment is made to increase the estimated forfeiture rate, which will result in a decrease in the expense recognized in the financial statements.  If the actual forfeiture rate is lower than the estimated forfeiture rate, an adjustment is made to decrease the estimated forfeiture rate, which will result in an increase in the expense

16 


 

recognized in the financial statements. The estimated forfeiture rate did not change as a result of the restricted shares forfeited in connection with the aforementioned U.S. Treasury’s sale of the Corporation’s common stock. 

 

Performance Units

 

Under the Omnibus Plan, the Corporation may award performance units to Omnibus Plan participants.  During the first quarter of 2019, the Corporation granted 200,053 units to executives, with each unit representing the value of one share of the Corporation’s common stock.  The performance units granted in 2019 are for the performance period beginning January 1, 2019 and ending on December 31, 2021 and are subject to a three-year requisite service period.  These awards do not contain non-forfeitable rights to dividend equivalent amounts and can only be settled in shares of the Corporation’s common stock. The performance units will vest based on the achievement of a pre-established tangible book value per share target as of December 31, 2021.  All of the performance units will vest if performance is at the pre-established performance target level or above.  However, the participants may vest on 50% of the awards to the extent that performance is below the target but at 80% of the pre-established performance target level (the 80% minimum threshold), which is measured based upon the growth in the tangible book value during the performance cycle.  If performance is between the 80% minimum threshold and the pre-established performance target level, the participants will vest on a proportional amount. No performance units will vest if performance is below the 80% minimum threshold.

 

During the first quarter of 2018, the Corporation awarded 304,408 performance units to executives. The performance units granted in 2018 are for the performance period beginning January 1, 2018 and ending on December 31, 2020 and are subject to a three-year requisite service period and a pre-established performance target level as described above.

 

The fair value of the performance units awarded in the first quarter of 2019 and 2018 was based on the market price of the Corporation’s outstanding common stock on the date of the grant.  For the quarters ended March 31, 2019 and 2018, the Corporation recognized $0.1 million and $0.2 million, respectively, of stock-based compensation related to performance unit awards.  As of March 31, 2019, there was $3.4 million of total unrecognized compensation cost related to unvested performance units that the Corporation expects to recognize over the next three years. The total amount of compensation expense recognized reflects management’s assessment of the probability that the pre-established performance goal will be achieved. A cumulative adjustment to compensation expense is recognized in the current period to reflect any changes in the probability of achievement of the performance goals.        

 

Salary stock

  

   Also, effective April 1, 2013, the Corporation’s Board of Directors determined to increase the salary amounts paid to certain executive officers, primarily by paying the increased salary amounts in the form of shares of the Corporation’s common stock issued under the Omnibus Plan, instead of cash. During the first quarter of 2018, the Corporation issued 154,187  shares of common stock shares with a weighted average market value of $5.80 as salary stock compensation. This resulted in a compensation expense of $0.8 million recorded in the first quarter of 2018. Effective July 1, 2018, the payment of additional salary amounts in the form of stock was eliminated in accordance with the previously disclosed revised executive compensation program.

   

   During the quarter ended March 31, 2019, the Corporation withheld 168,679 shares (first quarter of 2018 –326,956 shares) of the restricted stock that vested during such period and withheld 56,131 shares from the common stock paid to certain senior officer as additional compensation in the first quarter of 2018 to cover employees’ payroll and income tax withholding liabilities; these shares are held as treasury shares. The Corporation paid in cash any fractional share of salary stock to which the officer was entitled. In the consolidated financial statements, the Corporation treats shares withheld for tax purposes as common stock repurchases.

17 


 

NOTE 5 – INVESTMENT SECURITIES

 

Investment Securities Available for Sale

 

The amortized cost, non-credit loss component of OTTI recorded in OCI, gross unrealized gains and losses recorded in OCI, estimated fair value, and weighted-average yield of investment securities available for sale by contractual maturities as of March 31, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

Amortized cost

 

Noncredit Loss Component of OTTI Recorded in OCI

 

Gross

 

Fair value

 

 

 

 

 

Unrealized

 

 

Weighted-

 

 

 

 

gains

 

losses

 

 

average yield %

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

$

7,496

 

$

-

 

$

-

 

$

11

 

$

7,485

 

1.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    agencies obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Due within one year

 

191,521

 

 

-

 

 

-

 

 

1,074

 

 

190,447

 

1.28

   After 1 to 5 years

 

174,953

 

 

-

 

 

327

 

 

1,457

 

 

173,823

 

2.00

   After 5 to 10 years

 

195,357

 

 

-

 

 

719

 

 

166

 

 

195,910

 

2.95

   After 10 years

 

32,976

 

 

-

 

 

-

 

 

217

 

 

32,759

 

2.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Puerto Rico government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   After 5 to 10 years

 

4,000

 

 

-

 

 

125

 

 

-

 

 

4,125

 

5.12

   After 10 years

 

4,248

 

 

-

 

 

-

 

 

1,393

 

 

2,855

 

6.97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States and Puerto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Rico government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    obligations

 

610,551

 

 

-

 

 

1,171

 

 

4,318

 

 

607,404

 

2.16

Mortgage-backed securities ("MBS"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Freddie Mac ("FHLMC") certificates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After 5 to 10 years

 

88,302

 

 

-

 

 

136

 

 

1,259

 

 

87,179

 

2.09

After 10 years

 

257,466

 

 

-

 

 

1,324

 

 

3,403

 

 

255,387

 

2.52

 

 

 

345,768

 

 

-

 

 

1,460

 

 

4,662

 

 

342,566

 

2.41

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Ginnie Mae ("GNMA") certificates:            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

4

 

 

-

 

 

-

 

 

-

 

 

4

 

3.93

After 1 to 5 years

 

156

 

 

-

 

 

2

 

 

-

 

 

158

 

3.67

After 5 to 10 years

 

57,953

 

 

-

 

 

311

 

 

248

 

 

58,016

 

2.88

After 10 years

 

114,682

 

 

-

 

 

3,565

 

 

438

 

 

117,809

 

3.93

 

 

 

172,795

 

 

-

 

 

3,878

 

 

686

 

 

175,987

 

3.58

 Fannie Mae ("FNMA") certificates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

14

 

 

-

 

 

1

 

 

-

 

 

15

 

4.03

After 1 to 5 years

 

19,793

 

 

-

 

 

253

 

 

64

 

 

19,982

 

2.79

After 5 to 10 years

 

156,855

 

 

-

 

 

466

 

 

2,214

 

 

155,107

 

2.12

After 10 years

528,284

 

 

-

 

 

4,373

 

 

6,745

 

 

525,912

 

2.67

    

 

 

704,946

 

 

-

 

 

5,093

 

 

9,023

 

 

701,016

 

2.55

Collateralized mortgage obligations issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   or guaranteed by the FHLMC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   and  GNMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After 1 to 5 years

 

5,871

 

 

-

 

 

1

 

 

9

 

 

5,863

 

3.14

After 10 years

 

58,183

 

 

-

 

 

371

 

 

11

 

 

58,543

 

3.22

 

 

 

64,054

 

 

-

 

 

372

 

 

20

 

 

64,406

 

3.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other mortgage pass-through

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     trust certificates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   After 10 years

 

18,768

 

 

5,417

 

 

-

 

 

-

 

 

13,351

 

4.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total MBS

 

1,306,331

 

 

5,417

 

 

10,803

 

 

14,391

 

 

1,297,326

 

2.71

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After 1 to 5 years

 

500

 

 

-

 

 

-

 

 

-

 

 

500

 

2.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

available for sale

$

1,917,382

 

$

5,417

 

$

11,974

 

$

18,709

 

$

1,905,230

 

2.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18 


 

 

 

December 31, 2018

 

 

Amortized cost

 

Noncredit Loss Component of OTTI Recorded in OCI

 

Gross

 

Fair value

 

 

 

 

 

Unrealized

 

 

Weighted-

 

 

 

 

gains

 

losses

 

 

average yield%

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Due within one year

$

7,489

 

$

-

 

$

-

 

$

33

 

$

7,456

 

1.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    agencies obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Due within one year

 

191,531

 

 

-

 

 

-

 

 

1,908

 

 

189,623

 

1.28

 

   After 1 to 5 years

 

184,851

 

 

-

 

 

203

 

 

2,249

 

 

182,805

 

2.07

 

   After 5 to 10 years

 

195,750

 

 

-

 

 

286

 

 

1,674

 

 

194,362

 

2.95

 

   After 10 years

 

34,627

 

 

-

 

 

-

 

 

217

 

 

34,410

 

2.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Puerto Rico government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   After 5 to 10 years

 

4,000

 

 

-

 

 

128

 

 

-

 

 

4,128

 

5.12

 

   After 10 years

 

4,185

 

 

-

 

 

-

 

 

1,361

 

 

2,824

 

6.97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States and Puerto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Rico government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    obligations

 

622,433

 

 

-

 

 

617

 

 

7,442

 

 

615,608

 

2.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MBS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 FHLMC certificates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   After 5 to 10 years

 

92,149

 

 

-

 

 

31

 

 

1,850

 

 

90,330

 

2.09

 

   After 10 years

 

265,624

 

 

-

 

 

523

 

 

6,699

 

 

259,448

 

2.52

 

  

 

357,773

 

 

-

 

 

554

 

 

8,549

 

 

349,778

 

2.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 GNMA certificates:            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   After 1 to 5 years

 

176

 

 

-

 

 

3

 

 

-

 

 

179

 

3.43

 

   After 5 to 10 years

 

61,604

 

 

-

 

 

408

 

 

503

 

 

61,509

 

2.88

  

   After 10 years

 

118,898

 

 

-

 

 

2,938

 

 

747

 

 

121,089

 

3.92

 

 

 

180,678

 

 

-

 

 

3,349

 

 

1,250

 

 

182,777

 

3.56

 FNMA certificates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Due within one year

 

119

 

 

-

 

 

2

 

 

-

 

 

121

 

2.20

 

   After 1 to 5 years

 

19,798

 

 

-

 

 

50

 

 

122

 

 

19,726

 

2.79

   

   After 5 to 10 years

 

165,067

 

 

-

 

 

2

 

 

3,822

 

 

161,247

 

2.13

 

   After 10 years

543,972

 

 

-

 

 

2,211

 

 

13,233

 

 

532,950

 

2.67

    

 

 

728,956

 

 

-

 

 

2,265

 

 

17,177

 

 

714,044

 

2.55

Collateralized mortgage obligations issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

or guaranteed by the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLMC and GNMA: