Popular : Announces Second Quarter Financial Results

Popular, Inc. (the “Corporation” or “Popular”) (NASDAQ:BPOP) reported a net loss of $511.3 million and adjusted net income of $86.2 million for the quarter ended June 30, 2014, compared to net income of $86.4 million for the quarter ended March 31, 2014.

Mr. Richard L. Carrión, Chairman of the Board and Chief Executive Officer, said: "Popular achieved two key milestones this quarter in our TARP repayment and the restructuring of the US mainland operations, further strengthening our franchise. The company continues to report strong capital and stable credit results, in spite of the economic headwinds facing Puerto Rico. We maintain our focus on strategic initiatives to create additional shareholder value."

Significant events

• On July 2, 2014, the Corporation completed the repayment of TARP funds to the U.S. Treasury through the repurchase of $935 million of trust capital securities issued to the U.S. Treasury under the TARP Capital Purchase Program. The Corporation funded the repurchase through a combination of available cash and approximately $400 million from the proceeds of the issuance of its $450 million aggregate principal amount of 7% Senior Notes due on 2019 issued on July 1, 2014.

On July 23, 2014, the Corporation also completed the repurchase of the outstanding warrant initially issued to the U.S. Treasury under the TARP Capital Purchase Program in 2008. The warrant represented the right to purchase 2,093,284 shares of the Corporation’s common stock at an exercise price of $67 per share with an original term of 10 years. The Corporation and the U.S. Treasury agreed upon a repurchase price of $3.0 million for the warrant. With the completion of this transaction, the Corporation completed its exit from the TARP Capital Purchase Program.

In connection with the repayment of TARP on July 2, 2014, the Corporation accelerated the related amortization of the discount and deferred costs amounting to $414.1 million during the second quarter of 2014, which is reflected as part of interest expense in the consolidated statement of operations.

• On April 22, 2014, the Corporation entered into definitive agreements to sell the California, Illinois and Central Florida regional operations of Popular Community Bank (“PCB”) to three different buyers. The transactions are expected to be completed by the end of the fourth quarter of 2014. In connection with these transactions, the Corporation intends to centralize certain back office operations in Puerto Rico and New York. The decision to sell these businesses resulted in the discontinuance of each of these respective operations.

During the quarter ended June 30, 2014, the Corporation recorded a non-cash goodwill impairment charge of $186.5 million, related to the goodwill asset allocated to these regions. This non-cash charge had no impact on the Corporation’s tangible capital or regulatory capital ratios.

The Corporation expects to realize a net pre-tax gain estimated at approximately $19 million, upon the closing of these transactions.

In connection with the reorganization plan, the Corporation estimates that it will incur restructuring charges of approximately $54 million, comprised of $32 million in severance and retention payments and $22 million in operational set-up costs and lease cancelations, of which $4.6 million were incurred during the second quarter of 2014. The remaining costs consisting of severance payments and other employee benefits, lease and other contract termination expenses will be recognized during the third and fourth quarter of 2014 as well as early 2015, as incurred. Also, in early 2015, annual operating expenses are expected to be reduced by approximately $45 million, after the reorganization is complete. This decrease in expenses is expected to offset the reduction in revenues that will result from the sale of the regional operations.

As required by US GAAP, current and prior periods presented in the consolidated statement of operations as well as financial information covering income and expense amounts presented in this earnings release has been retrospectively adjusted for the impact of the discontinued operations for comparative purposes. The consolidated statement of financial condition and related financial information for prior periods included in this earnings release do not reflect the reclassification of PCB’s assets and liabilities to discontinued operations. Refer to Table P for a detail of the net loss, assets and liabilities from the discontinued operations. Also, refer to Table Q for details of the restructuring charges incurred during the quarter ended June 30, 2014.

The following table reflects the results of operations for the second quarter of 2014, with adjustments to exclude the impact of significant events.

Net interest income

For the quarter ended June 30, 2014, the Corporation had a net interest expense of $59.4 million. Excluding the impact of the accelerated amortization of the discount and deferred costs of $414.1 million associated with the TARP trust preferred securities, net interest income was $354.7 million, an increase of $3.5 million from the previous quarter. Net interest margin was negative 0.77% for the second quarter of 2014. Excluding the above mentioned accelerated amortization, the net interest margin for the second quarter of 2014 was 4.68%, a decline of two basis points when compared with the first quarter of 2014. The main drivers of the adjusted increase in the net interest income were:

• An increase of $4.1 million, or four basis points, on income from consumer loans, mainly related to the purchase of approximately $90 million in consumer loans near the end of the first quarter of 2014, as well as higher volume of auto loans and higher yield from the credit cards portfolio
• An increase of $1.9 million, or sixty five basis points, on the covered loan portfolio mainly related to the resolution of a particular loan pool, which generated a one-time accretion income of approximately $4.9 million during the second quarter, partially offset by lower volume in the portfolio as part of its normal amortization
• A decrease of $0.7 million, or three basis points, on interest expense on deposits due mainly to certificates of deposits in individual retirement accounts which were re-priced at lower rates during the second quarter

These positive variances were partially offset by:

• A decrease of $2.4 million, or approximately five hundred basis points, on income from construction loans due to higher interest collected on non accruing loans in BPNA during the first quarter of 2014.

BPPR’s net interest margin was 5.50%, an increase of one basis point from the previous quarter. Net interest income amounted to $334.0 million for the quarter ended June 30, 2014, compared with $327.9 million for the previous quarter. The increase in the net interest income was mainly due to the above mentioned increase in interest income from covered loans and the acquisition of consumer loans at the end of the first quarter of 2014.

BPNA earned $48.7 million in net interest income for the quarter ended June 30, 2014, compared with $51.4 million in the previous quarter. The decrease in net interest margin of sixteen basis points to 3.25% was mainly related to lower yields from construction loans associated to the previously mentioned interest collections from loans previously in non accruing status during the first quarter.

Non-interest income

Non-interest income was $62.8 million for the second quarter of 2014, a decrease of $33.2 million when compared with the first quarter. This decline was driven primarily by the following items:

• Higher FDIC loss-share expense by $31.1 million due mainly to a higher amortization of the indemnification asset by $23.2 million. During the second quarter, the Corporation revised its analysis of expected cash flows which resulted in a net decrease of approximately $102.9 million in estimated credit losses, which was driven mainly by certain commercial loan pools. Though this will have a positive impact on the Corporation’s interest accretion in future periods, the carrying value of the indemnification asset was amortized to reflect lower levels of expected losses. This amortization is recognized over the shorter of the remaining life of the loan pools, which had an average life of approximately six years, or the indemnification asset, which as of June 30, 2014 is one year for commercial, construction and consumer loans and of six years for single-family residential mortgage loans. Additionally, lower mirror accounting of credit impairment losses by $4.7 million and an unfavorable variance in the fair value adjustment of the true-up payment obligation of $2.4 million for the second quarter, when compared with the first quarter of 2014, also contributed to the higher expense. See additional details about covered portfolio and FDIC indemnity asset in Table O.
• Lower other operating income by $13.1 million due to lower net earnings on the portfolio of investments under the equity method by $9.5 million, primarily due to the net gain of $6.5 million recorded during the first quarter as a result of an acquisition completed by the Corporation’s equity method investee based in the Dominican Republic, Centro Financiero BHD. Also, during the first quarter of 2014, there was a release of escrow reserves of approximately $2.3 million associated with the bulk sale of non-performing loans completed during the first quarter of 2013.

These negative variances were partially offset by:

• Higher other service fees by $3.7 million due to higher volume of credit and debit card transaction fees, higher commission income from the insurance and broker dealer business at the BPPR segment as well as higher insurance commissions at the BPNA segment. See additional details about other service fees in Table F.
• Higher net gain on sale of loans, including valuation adjustments on loans held-for-sale by $5.3 million, mainly at BPNA due to higher gains on sales of non-performing commercial loans.
• Lower provision for indemnity reserves by $2.9 million related primarily to loans subject to credit recourse and customary representations and warranties, at both BPPR and BPNA, partially offset by a partial release of the reserve recognized during the first quarter of 2014, for the indemnification provision related to the sale of non-performing assets completed during the first quarter of 2013.

Refer to Table B for further details.

See additional details on accounting for FDIC-Assisted transaction in Table O.

Operating expenses

Operating expenses decreased by $2.2 million when compared with the first quarter of 2014, driven primarily by:

• Lower personnel costs by $5.2 million mostly due to lower payroll tax resulting from lower taxable salaries during the quarter ended June 30, 2014, accompanied by lower medical plan expenses by $1.2 million.
• Lower net occupancy expense by $1.1 million resulting from a negative adjustment to the outstanding deferred rent liability for operating leases in BPNA, recorded during the first quarter of 2014, and lower utility expenses in BPPR driven by a reduction in consumption.
• Lower other real estate owned (OREO) expenses by $3.0 million due to higher gains on sale of commercial OREOs in BPNA.
• Lower other operating expenses by $2.3 million as a result of a sundry reserve release of approximately $1.4 million at BPNA, a release of $2.4 million in other contingency reserves in the Puerto Rico Operations, and lower LSA reimbursable expenses by $2.4 million due to property tax payments made during the first quarter of 2014; partially offset by higher provision for unused commitments in BPPR by $4.5 million.

These decreases were partially offset by:

• Higher business promotion expense by $4.7 million, mainly in BPPR due to higher advertising fees, and higher credit cards rewards expense.
• Higher restructuring costs by $4.6 million as a result of the PCB strategic reorganization. Refer to Table Q for a detail of restructuring charges.

Non-personnel credit-related costs, which include collections, appraisals, credit related fees, and OREO expenses, amounted to $10.1 million for the second quarter of 2014, compared with $12.8 million for the first quarter of 2014. The decrease was principally due to lower loan restructuring and collection expenses, mainly for covered loans, and higher gains on sales of OREO’s at BPNA.

Full-time equivalent employees (“FTEs”), including discontinued operations, were 8,032 as of June 30, 2014, compared with 8,053 as of March 31, 2014, and 8,117 as of June 30, 2013.

For a breakdown of operating expenses by category refer to table B.

Income taxes

Income tax benefit for the second quarter of 2014 amounted to $4.1 million, compared to an income tax expense of $23.3 million for the first quarter of 2014. The variance in income tax expense is mainly due to a tax benefit recorded during the second quarter of 2014 of approximately $23.4 million due to a reduction in the deferred tax liability associated with the Westernbank loan portfolio as a result of a Closing Agreement entered into with the Puerto Rico Department of the Treasury (“PR Treasury”) during the quarter, offset by the negative impact of the deferred tax asset valuation allowance of approximately $8.9 million recorded at the Holding Company, due to the difference in the tax treatment of interest expense related to the TARP funds and the newly issued $450 million senior notes. The Closing Agreement, among other matters, was related to the income tax treatment of certain charge-offs related to the loans acquired from Westernbank as part of the FDIC assisted transaction in the year 2010. In connection with this closing agreement, the Corporation disbursed an estimated income tax payment of $45 million which will be used as a credit to offset future income tax liabilities.

On July 1, 2014, the Government of Puerto Rico approved an amendment to the Internal Revenue Code, which, among other things, changed the income tax rate for capital gains from 15% to 20%. As a result, the Corporation expects to recognize an income tax expense of approximately $20.0 million during the third quarter of 2014, mainly related to the deferred tax liability associated with the portfolio acquired from Westernbank.

Credit Quality

The following table presents non-performing assets information:

Credit Quality

The Corporation’s overall asset quality remained relatively stable when compared to the first quarter of 2014. The BPNA segment continued to reflect strong credit quality led by the improved risk profile of its loan portfolios. Nevertheless, challenging economic and fiscal conditions in Puerto Rico continued to influence credit quality results in the BPPR segment.

The following presents credit quality performance for the second quarter of 2014 for the Corporation’s non-covered portfolios. Unless otherwise noted, all credit metrics for the second quarter of 2014 are from continuing operations.

• Inflows of NPLs held-in-portfolio, excluding consumer loans, decreased by $54.2 million, or 26.3%, from the previous quarter. The first quarter of 2014 included the impact of a single $51.6 million commercial borrower in BPPR, which continues to be current, despite its non-performing classification. Excluding this impact from the prior quarter, inflows decreased by $2.6 million.
• Non-performing loans held-in-portfolio increased slightly by $4.4 million from the first quarter of 2014. This increase was driven by an increase of $41.6 million in the BPPR segment mostly related to higher mortgage NPLs, offset in part by an improvement of $37.2 million in the BPNA segment.
• Net charge-offs for the second quarter of 2014 amounted to $46.2 million, or an annualized 0.94% of average non-covered loans held-in-portfolio, compared to $43.2 million, or 0.80% in the first quarter of 2014. The increase of $3.0 million primarily reflects the impact of significant recoveries from the BPNA segment in the previous quarter. The NCO ratio increase reflects the impact of the reclassification of the discontinued operations loan portfolios. Refer to Table J for further information on net charge-offs and related ratios.
• The allowance for loan losses decreased by $16.3 million from the first quarter of 2014, mainly driven by a $47.9 million reserve release in BPNA prompted by continued improvements in credit quality trends and the reclassification of $20.2 million attributable to the discontinued operations, offset in part by higher reserves for the BPPR segment of $31.5 million. The general and specific reserves related to non-covered loans totaled $405.2 million and $121.0 million, respectively, at quarter-end, compared with $427.5 million and $115.1 million, respectively, as of March 31, 2014. The ratio of the allowance for loan losses to loans held-in-portfolio increased at 2.68% in the second quarter of 2014, compared to 2.51% in the previous quarter.
• The provision for loan losses for the second quarter of 2014 amounted to $50.1 million, compared to $54.1 million in the first quarter of 2014, reflecting a higher provision in Puerto Rico and a release in the US operations.

BPPR Segment

• Inflows of NPLs held-in-portfolio, excluding consumer loans, decreased by $47.0 million, or 25.7%, from the first quarter of 2014, as the prior quarter included the impact of the aforementioned $51.6 million commercial relationship. Excluding this impact from the prior quarter, inflows reflect an increase of $4.6 million, mainly from the mortgage portfolio.
• Total NPLs held-in-portfolio increased by $41.6 million from the first quarter of 2014, largely driven by higher mortgage and commercial NPLs of $32.6 million and $7.6 million, respectively. Mortgage NPL inflows continue outpacing outflows, driving mortgage NPLs upward after the NPL bulk sale completed during the second quarter of 2013.
• Net charge-offs were $43.3 million, decreasing by $2.6 million, or 5.7%, from the first quarter of 2014, primarily reflecting lower net charge-offs in the commercial portfolio. The ratio of net charge-offs to average loans held-in-portfolio decreased to 1.09% on an annualized basis, from 1.16% in the previous quarter.
• The allowance for loan losses increased by $31.5 million from the first quarter of 2014. The increase in the allowance was mostly driven by: (1) environmental adjustments accounting for prevailing macroeconomic conditions in Puerto Rico and the public sector utilities exposures, (2) the effect of downgrades in the internal risk ratings of certain large corporate and public sector relationships, and (3) higher specific reserves for commercial loans. These increases were partially offset by a $14.9 million reserve release as part of the annual review of the components of the ALLL models. The allowance for loan losses as a percentage of loans held-in-portfolio increased to 2.94% compared to 2.72% in the first quarter of 2014.
• The provision for loan losses for the second quarter of 2014 amounted to $74.9 million, increasing by $20.9 million from the previous quarter, predominantly driven by the aforementioned allowance increase.

BPNA Segment

• Total NPLs held-in-portfolio decreased by $37.2 million, or 36.1%, from the first quarter of 2014, primarily driven by a $28.4 million reduction in commercial NPLs, reflecting the impact of sales and credit quality improvements, and $9.5 million attributed to the reclassification of the discontinued operations. Total inflows of non-performing loans held-in-portfolio, excluding consumer loans, decreased by $7.2 million, or 31.6%, from the first quarter of 2014.
• Net charge-offs amounted to $2.9 million, increasing by $5.6 million from the previous quarter of 2014, as the first quarter included the effect of significant recoveries in the commercial and legacy portfolios. The ratio of net charge-offs to average loans held-in-portfolio was 30 basis points on an annualized basis, compared to a net recovery of 19 basis points in the previous quarter.

• The allowance for loan losses decreased by $47.9 million from the first quarter of 2014, primarily reflective of the continued improvements in credit quality trends, the reclassification of $20.2 million attributable to the discontinued operations, and a $3.8 million reserve release as part of the annual review of the components of the ALLL models. In light of these improvements, the provision for loan losses in the second quarter of 2014 resulted in a provision release of $24.8 million. The allowance for loan losses as a percentage of loans held-in-portfolio decreased to 1.59% from 1.91% in the first quarter of 2014.

During the quarter ended June 30, 2014, the Corporation reclassified $1.8 billion in assets and $2.1 billion in liabilities to discontinued operations in the statement of financial condition as part of the reorganization of PCB. Refer to Table P for details of discontinued operations.

Total assets decreased by $156.3 million from the first quarter of 2014, driven by:

• A decrease of $114.9 million in investment securities available-for-sale mainly due to a decrease of $85.1 million in federal agency CMOs due to maturities and paydowns in BPPR and BPNA during the second quarter of 2014, accompanied by a decrease of $61.9 million in MBS resulting from principal paydowns, partially offset by an increase of $32.1 million in US agency obligations.
• A decrease of $172.4 million in non-covered loans held-in-portfolio, excluding the reclassification of $1.8 billion in loans to discontinued operations, mainly in the BPPR commercial loan portfolio primarily as a result of a reduction of $210.6 million in the public sector, accompanied by a decrease in the BPNA loan portfolio due to the continued resolution of non-performing loans.
• The covered loan portfolio decreased by $134.0 million due to the continuation of loan resolutions and the normal portfolio run-off.
• A decrease of $82.2 million in FDIC loss share asset mainly due to collections and the amortization of the asset, which was impacted by the revised estimates of expected cash flows, as discussed in the Non-interest income section.
• A decrease of $186.5 million in goodwill due to the non-cash write-down of the goodwill allocated, on a relative fair value basis, to the discontinued U.S. businesses. This write-down had no impact on tangible or regulatory capital.

These decreases were partially offset by:

• An increase in other assets by $544.7 million mainly due to $450.0 million in trade receivables due to the issuance of senior notes raised near the end of the second quarter with a settlement date of July 1, 2014, to partially fund the repayment of the $935 million in trust preferred securities under TARP.

Total liabilities increased by $329.0 million from the first quarter of 2014, driven by:

• An increase of $853.7 million in notes payable mainly resulting from the accelerated amortization of the $414.1 million discount and deferred costs of the TARP related trust preferred securities, as well as the issuance of $450.0 million in senior notes. This increase was accompanied by higher other short-term borrowings by $30.0 million in BPNA , partially offset by a decrease in federal funds purchased and assets sold under agreements to repurchase by $133.5 million, as part of the Corporation’s funding strategies.

This increase was partially offset by:

• A decrease in deposits of $306.2 million, excluding the reclassification of $2.1 billion in deposits to discontinued operations, mainly in demand deposits, primarily due to funds received at the end of the first quarter of 2014 at BPPR, related to the Puerto Rico Government’s $3.5 billion debt issuance, temporarily deposited in trust and to be disbursed to pay bond holders.
• A decrease of $136.3 million in other liabilities mainly due to unsettled trades payable of $218.7 million at March 31, 2014.

Stockholders’ equity decreased by $485.3 million from the first quarter of 2014, mainly as a result of the net loss for the quarter of $511.3 million, principally triggered by the acceleration of the amortization of the TARP Notes discount, partially offset by a decrease of $26.3 million in net unrealized loss on investment securities available-for-sale. Refer to Table A for capital ratios.

Refer to Table C for the Statements of Financial Condition.

Regulatory Capital

On April 22, 2014 the Corporation’s U.S. bank subsidiary declared a $250 million cash dividend to the Bank Holding Company (“BHC”), $100 million of which was contributed as additional common equity by the BHC to the Puerto Rico banking subsidiary.

On July 2, 2014, the Corporation completed the repayment TARP funds to the U.S. Treasury through the repurchase of $935 million of trust capital securities issued to the U.S. Treasury under the TARP Capital repurchase program.

Popular’s regulatory capital ratios and that of its banking subsidiaries remained in excess of “well capitalized” regulatory requirements at June 30, 2014. The estimated common equity Tier 1 (“CET1”) ratio was 13.5% at June 30, 2014 compared to 15.1% at March 31, 2014. After taking into account the repayment of TARP, pro-forma estimated Common Equity Tier 1, Tier 1 Capital and total Capital ratios as of June 30, 2014 would have been 13.8%, 15.8% and 17.1%, respectively.

Forward-Looking Statements

The information included in this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements. Factors that might cause such a difference include, but are not limited to (i) the rate of growth in the economy and employment levels, as well as general business and economic conditions; (ii) changes in interest rates, as well as the magnitude of such changes; (iii) the fiscal and monetary policies of the federal government and its agencies; (iv) changes in federal bank regulatory and supervisory policies, including required levels of capital and the impact of proposed capital standards on our capital ratios; (v) the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on our businesses, business practices and cost of operations; (vi) regulatory approvals that may be necessary to undertake certain actions or consummate strategic transactions such as acquisitions and dispositions; (vii) the relative strength or weakness of the consumer and commercial credit sectors and of the real estate markets in Puerto Rico and the other markets in which borrowers are located; (viii) the performance of the stock and bond markets; (ix) competition in the financial services industry; (x) additional Federal Deposit Insurance Corporation assessments; and (xi) possible legislative, tax or regulatory changes. For a discussion of such factors and certain risks and uncertainties to which the Corporation is subject, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, as well as its filings with the U.S. Securities and Exchange Commission. Other than to the extent required by applicable law, including the requirements of applicable securities laws, the Corporation assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Founded in 1893, Popular, Inc. is the leading banking institution by both assets and deposits in Puerto Rico and ranks among the top 50 U.S. banks by assets. In the United States, Popular has established a community-banking franchise providing a broad range of financial services and products with branches in New York, New Jersey, Illinois, Florida and California.

An electronic version of this press release can be found at the Corporation’s website: www.popular.com.

Popular will hold a conference call to discuss the financial results today Thursday, July 24, 2014 at 11 a.m. Eastern Standard Time. The call will be broadcast live over the Internet and can be accessed through the investor relations section of the Corporation’s website: www.popular.com.

Listeners are recommended to go to the website at least 15 minutes prior to the call to download and install any necessary audio software. The call may also be accessed through a dial-in telephone number 1-888-317-6016 or 1-412-317-6016.

A replay of the webcast will be archived in Popular’s website. A telephone replay will be available one hour after the end of the conference call through Friday, August 1, 2014 at 9:00 a.m. Eastern Standard Time, at 1-877-344-7529 or 1-412-317-0088. The replay passcode is 10048288.