ORIENTAL FINANCIAL GROUP INC
10-Q, 1999-02-22
STATE COMMERCIAL BANKS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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


                     FOR THE QUARTER ENDED DECEMBER 31, 1998


                          COMMISSION FILE NO. 001-12647


                          ORIENTAL FINANCIAL GROUP INC.


                 INCORPORATED IN THE COMMONWEALTH OF PUERTO RICO


                   IRS EMPLOYER IDENTIFICATION NO. 66-0259436


                          PRINCIPAL EXECUTIVE OFFICES:

                             68 MUNOZ RIVERA AVENUE
                               501 HATO REY TOWER
                           HATO REY, PUERTO RICO 00918
                        TELEPHONE NUMBER: (787) 766-1986

- -------------------------------------------------------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                         COMMON STOCK ($1.00 PAR VALUE)


              13,554,653 SHARES OUTSTANDING AS OF DECEMBER 31, 1998


        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE


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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         PAGE
- -------------------------------------------------------------------------------
PART - 1
- -------------------------------------------------------------------------------
<S>                                                                      <C>
ITEM - 1 FINANCIAL STATEMENTS

            CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  AT
            DECEMBER 31, 1998 (UNAUDITED) AND JUNE 30, 1998.               1

            UNAUDITED CONSOLIDATED STATEMENTS OF INCOME FOR THE
            QUARTER AND SIX MONTHS PERIOD ENDED DECEMBER 31, 1998
            AND 1997.                                                      2

            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE SIX MONTHS PERIOD ENDED  DECEMBER 31, 1998 AND
            1997.                                                          3

            UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
            SIX MONTHS PERIOD ENDED  DECEMBER 31, 1998 AND 1997.           4

            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS           5-8


ITEM - 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS                                      9-23


PART - 2 
- -------------------------------------------------------------------------------

ITEM - 1 LEGAL PROCEEDINGS                                                 23

ITEM - 2 CHANGE IN SECURITIES - NONE                                       23

ITEM - 3 DEFAULTS UPON SENIOR SECURITIES - NONE                            23

ITEM - 4 SUBMISSIONS OF  MATTERS TO A  VOTE OF SECURITY HOLDERS - NONE     23

ITEM - 5 OTHER INFORMATION                                                 23

ITEM - 6 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K  23

         SIGNATURES                                                        23
</TABLE>

<PAGE>

                       ORIENTAL FINANCIAL GROUP INC.

               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

              DECEMBER 31, 1998 (UNAUDITED) AND JUNE 30, 1998

                             (IN THOUSANDS)
<TABLE>
<CAPTION>

ASSETS
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                   DECEMBER 31, 1998           JUNE 30, 1998
                                                                                   -----------------           -------------
<S>                                                                                <C>                         <C>
Cash and due from banks                                                                  $    12,279             $     8,831
                                                                                         -----------             -----------
MONEY MARKET INVESTMENTS:
     Securities purchased under agreements to resell                                            --                     5,000
     Time deposits with other banks                                                            1,000                   2,000
     Other short-term investments, at cost                                                     2,405                   3,658
                                                                                         -----------             -----------
                                                                                               3,405                  10,658
                                                                                         -----------             -----------

INVESTMENT SECURITIES AND OTHER INVESTMENTS:
     Trading securities, at fair value                                                        33,463                  42,440
     Investment securities available-for-sale, at fair value                                 658,527                 481,360
     Investment securities held-to-maturity, at amortized cost , with a fair
         value of $130,315 at December 31, 1998 and $164,404 at June 30, 1998                128,668                 162,151
     Federal Home Loan Bank (FHLB)  stock, at cost                                            13,257                  10,043
                                                                                         -----------             -----------
                                                                                             833,915                 695,994
                                                                                         -----------             -----------
LOANS:
     Loans held-for-sale, at lower of cost or market                                          41,559                  36,359
     Loans receivable                                                                        523,229                 514,719
                                                                                         -----------             -----------
         TOTAL LOANS                                                                         564,788                 551,078
     Allowance for loan losses                                                                (9,693)                 (5,658)
                                                                                         -----------             -----------
                                                                                             555,095                 545,420
                                                                                         -----------             -----------

Accrued interest receivable                                                                   14,172                  14,926
Foreclosed real estate, net                                                                      316                     413
Premises and equipment, net                                                                   20,927                  19,555
Other assets, net                                                                             17,367                  15,591
                                                                                         -----------             -----------
TOTAL ASSETS                                                                             $ 1,457,476             $ 1,311,388
                                                                                         -----------             -----------
                                                                                         -----------             -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------------

Deposits                                                                                 $   618,622             $   571,431
Securities sold under agreements to repurchase                                               534,290                 416,171
Advances and borrowings from Federal Home Loan Bank                                           60,100                  74,800
Term notes and bonds payable                                                                 106,500                 114,588
Accrued expenses and other liabilities                                                        27,192                  27,368
                                                                                         -----------             -----------
     TOTAL LIABILITIES                                                                     1,346,704               1,204,358
                                                                                         -----------             -----------
Commitments and contingencies                                                                   --                      --   
                                                                                         -----------             -----------

STOCKHOLDERS' EQUITY:
     Preferred stock, no par value; 5,000,000 shares authorized; none issued
     Common stock, $1 par value; 20,000,000 shares authorized; 13,554,653
         issued and outstanding at December 31, 1998 and 10,149,358                           13,555                  10,149
         issued and outstanding at June 30,1998
     Additional paid-in capital                                                               23,968                  27,261
     Legal surplus                                                                             6,468                   5,908
     Retained earnings                                                                        72,596                  63,756
     Treasury stock, at cost, 495,486 at December 31, 1998 and 221,500 shares
         at June 30, 1998                                                                    (11,890)                 (6,199)
     Accumulated other comprehensive income, net of taxes                                      6,075                   6,155
                                                                                         -----------             -----------
     TOTAL STOCKHOLDERS' EQUITY                                                              110,772                 107,030
                                                                                         -----------             -----------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                                              $ 1,457,476             $ 1,311,388
                                                                                         -----------             -----------
                                                                                         -----------             -----------
</TABLE>

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED 
                              FINANCIAL STATEMENTS


                                      1

<PAGE>

                       ORIENTAL FINANCIAL GROUP INC.

               UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

  FOR THE QUARTER AND SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997

             (IN THOUSANDS, EXCEPT FOR PER SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                            QUARTER ENDED                SIX MONTHS PERIOD ENDED
                                                                             DECEMBER 31,                      DECEMBER 31,
                                                                       ------------------------         -------------------------
                                                                        1998             1997             1998             1997
                                                                       -------          -------         --------          -------
<S>                                                                    <C>              <C>              <C>              <C>
INTEREST INCOME:
     Loans                                                             $15,231          $15,202          $30,795          $29,536
     Mortgage-backed securities                                          8,593            5,789           15,331           11,035
     Investment securities                                               3,601            3,624            8,111            7,104
     Other interest-earning assets                                         337              262              636              656
                                                                       -------          -------          -------          -------
         TOTAL INTEREST INCOME                                          27,762           24,877           54,873           48,331
                                                                       -------          -------          -------          -------

INTEREST EXPENSE:
     Deposits                                                            7,270            6,396           14,541           12,753
     Securities sold under agreements to repurchase                      6,298            4,531           12,243            8,556
     Other borrowed funds and interest rate risk management              2,491            3,458            5,204            6,646
                                                                       -------          -------          -------          -------
         TOTAL INTEREST EXPENSE                                         16,059           14,385           31,988           27,955
                                                                       -------          -------          -------          -------
         NET INTEREST INCOME                                            11,703           10,492           22,885           20,376
                                                                       -------          -------          -------          -------
Provision for loan losses                                                7,150            3,700            9,750            5,000
                                                                       -------          -------          -------          -------
         NET INTEREST INCOME AFTER  PROVISION FOR LOAN LOSSES            4,553            6,792           13,135           15,376
                                                                       -------          -------          -------          -------

NON-INTEREST INCOME:
     Bank service charges and fees                                         851              986            1,645            2,010
     Trust, money management and brokerage fees                          2,280            1,866            4,594            4,013
     Mortgage banking activities                                         1,239              639            2,033            1,599
     Rent and other operating income                                        87              165              222              351
     Gain on sale of investment securities                               6,841              264            8,447              375
     Trading net activity                                                   21               58               70              168
     Servicing income                                                     --                123             --                695
     Gain on sale of servicing assets                                     --              2,707             --              2,707
                                                                       -------          -------          -------          -------
         TOTAL NON-INTEREST INCOME                                      11,319            6,808           17,011           11,918
                                                                       -------          -------          -------          -------

NON-INTEREST EXPENSES:
     Compensation and benefits                                           3,799            3,734            7,273            7,631
     Occupancy and equipment                                             1,188            1,144            2,426            2,274
     Professional and service fees                                         654              314              995              653
     Advertising and business promotion                                    703              466            1,262            1,135
     Insurance, including deposits insurance                               102              265              192              387
     Communications                                                        413              328              758              705
     Municipal and other general taxes                                     428              411              857              821
     Printing, postage, stationery and supplies                            202              163              358              332
     Other                                                                 732              702            1,464            1,378
                                                                       -------          -------          -------          -------
         TOTAL NON-INTEREST EXPENSE                                      8,221            7,527           15,585           15,316
                                                                       -------          -------          -------          -------
         INCOME BEFORE INCOME TAXES                                      7,651            6,073           14,561           11,978

Provision for income taxes                                               1,284              857            2,135            1,825
                                                                       -------          -------          -------          -------
         NET INCOME                                                    $ 6,367          $ 5,216          $12,426          $10,153
                                                                       -------          -------          -------          -------
                                                                       -------          -------          -------          -------
INCOME PER COMMON SHARE:
     Basic                                                             $  0.49          $  0.39          $  0.95          $  0.77
                                                                       -------          -------          -------          -------
     Diluted                                                           $  0.47          $  0.38          $  0.92          $  0.74
                                                                       -------          -------          -------          -------

     Average shares outstanding                                         13,077           13,285           13,125           13,242
     Average shares equivalents                                            393              469              397              451
                                                                       -------          -------          -------          -------
                                                                        13,470           13,754           13,522           13,693
                                                                       -------          -------          -------          -------
</TABLE>

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED 
                           FINANCIAL STATEMENTS


                                      2

<PAGE>

                    ORIENTAL FINANCIAL GROUP INC.

  UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     AND OF COMPREHENSIVE INCOME

     FOR THE SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997

                           (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                               1998                    1997
                                                                                  ----------------------  ----------------------
 CHANGES IN STOCKHOLDERS' EQUITY:
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                     <C>
COMMON STOCK:
     Balance at beginning of period                                                         $  10,149             $   7,990
     Stock split                                                                                3,385                 1,912
     Stock options exercised                                                                       21                    68
                                                                                            ---------             ---------
         BALANCE AT END OF PERIOD                                                              13,555                 9,970
                                                                                            ---------             ---------

ADDITIONAL PAID-IN CAPITAL:
     Balance at beginning of period                                                            27,261                28,631
     Stock split                                                                               (3,385)               (1,912)
     Stock options exercised                                                                       92                   287
                                                                                            ---------             ---------
         BALANCE AT END OF PERIOD                                                              23,968                27,006
                                                                                            ---------             ---------

LEGAL SURPLUS:
     Balance at beginning of period                                                             5,908                 4,002
     Transfer from retained earnings                                                              560                   427
                                                                                            ---------             ---------
         BALANCE AT END OF PERIOD                                                               6,468                 4,429
                                                                                            ---------             ---------

RETAINED EARNINGS:
     Balance at beginning of period                                                            63,756                49,694
     Net income                                                                                12,426                10,153
     Dividends declared and cash paid on fractional shares                                     (3,026)               (2,474)
     Transfer to legal surplus                                                                   (560)                 (427)
                                                                                            ---------             ---------
         BALANCE AT END OF PERIOD                                                              72,596                56,946
                                                                                            ---------             ---------

TREASURY STOCK:
     Balance at beginning of period                                                            (6,199)                 --   
     Treasury stock purchased                                                                  (5,691)               (1,836)
                                                                                            ---------             ---------
         BALANCE AT END OF PERIOD                                                             (11,890)               (1,836)
                                                                                            ---------             ---------

ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAXES:
     Balance at beginning of period                                                             6,155                   913
     Net change in fair value of securities available-for-sale, net of taxes                      (80)                1,319
                                                                                            ---------             ---------
         BALANCE AT END OF PERIOD                                                               6,075                 4,777
                                                                                            ---------             ---------

TOTAL STOCKHOLDERS' EQUITY                                                                  $ 110,772             $ 101,292
                                                                                            ---------             ---------
                                                                                            ---------             ---------
 COMPREHENSIVE INCOME:
- ----------------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                                                  $  12,426             $  10,153
                                                                                            ---------             ---------

OTHER COMPREHENSIVE INCOME, NET OF TAX:
     Unrealized net gains on securities arising during the period                               8,367                 1,694
     Less: reclass adjustment for gains and losses included in net income                      (8,447)                 (375)
                                                                                            ---------             ---------
         NET CHANGE IN FAIR VALUE OF SECURITIES AVAILABLE-FOR-SALE, NET OF TAXES                  (80)                1,319
                                                                                            ---------             ---------

COMPREHENSIVE INCOME                                                                        $  12,346             $  11,472
                                                                                            ---------             ---------
                                                                                            ---------             ---------
</TABLE>

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED 
                  CONSOLIDATED FINANCIAL STATEMENTS


                                      3

<PAGE>

                    ORIENTAL FINANCIAL GROUP INC.

          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

     FOR THE SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997

                           (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                                  1998                  1997
                                                                                        --------------------  -------------------
<S>                                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                                  $  12,426             $  10,153
                                                                                                 ---------             ---------

     Adjustments to reconcile net income to net cash provided by (used in)
       operating activities:
         Amortization of deferred loan origination fees and costs                                   (2,437)               (1,681)
         Amortization of premiums and accretion of discounts on investment securities                1,115                   495
         Depreciation and amortization of premises and equipment                                     1,399                 1,209
         Provision for loan losses                                                                   7,150                 5,000
         Gain on sale of available-for-sale securities                                              (8,447)                 (375)
         Gain on sale of servicing assets                                                             --                  (2,707)
         Gain on sale of loans held-for-sale                                                          (584)                 (584)
         Decrease (increase) in trading securities                                                   8,977                (9,328)
         Decrease (increase) in accrued interest receivable                                            754                (1,094)
         (Increase) decrease in other assets                                                        (1,679)                3,164
         Increase (decrease) in accrued expenses and liabilities                                       813                (9,764)
                                                                                                 ---------             ---------
             TOTAL ADJUSTMENTS                                                                       7,061               (15,665)
                                                                                                 ---------             ---------
             NET CASH PROVIDED BY  (USED IN) OPERATING ACTIVITIES                                   19,487                (5,512)
                                                                                                 ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Net decrease (increase) in:
         Securities purchased under agreements to resell                                             5,000                13,500
         Federal Home Loan Bank of New York stock                                                   (3,214)                 --   
     Purchases of investment securities available-for-sale                                        (337,291)             (117,785)
     Sales of  investment securities available-for-sale                                            169,600                25,887
     Maturities of  investment securities available-for-sale                                        29,863                23,580
     Purchases of investment securities held-to-maturity                                              --                  (3,041)
     Maturities and redemptions of  investment securities held-to-maturity                          33,301                 8,816
     Proceeds from sale of loans held-for-sale                                                      51,115                  --   
     Proceeds from sale of servicing assets                                                           --                  11,855
     Net origination of loans                                                                      (97,986)              (95,927)
     Capital expenditures                                                                           (2,771)               (1,329)
                                                                                                 ---------             ---------
             NET CASH USED IN INVESTING ACTIVITIES                                                (152,383)             (134,444)
                                                                                                 ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase (decrease) in:
         Deposits                                                                                   47,191                33,516
         Securities sold under agreements to repurchase                                            118,119                82,793
         Advances and borrowings from FHLB                                                         (14,700)               14,400
     Repayments of term notes and bonds payable                                                     (8,088)                 (238)
     Proceeds from exercise of stock options                                                           113                   355
     Treasury stock acquired                                                                        (5,691)                 --   
     Dividends and cash paid on fractional shares                                                   (2,853)               (2,417)
                                                                                                 ---------             ---------
             NET CASH PROVIDED BY FINANCING ACTIVITIES                                             134,091               128,409
                                                                                                 ---------             ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                     1,195               (11,547)

Cash and cash equivalents at beginning of period                                                    14,489                26,036
                                                                                                 ---------             ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                       $  15,684             $  14,489
                                                                                                 ---------             ---------
                                                                                                 ---------             ---------

SUPPLEMENTAL DISCLOSURE AND SCHEDULE OF NONCASH ACTIVITIES:
     Interest paid                                                                               $  57,600             $  26,800
                                                                                                 ---------             ---------
     Income taxes                                                                                    2,546                   923
                                                                                                 ---------             ---------
     Real estate loans securitized into mortgage-backed securities                               $  33,100             $  60,800
                                                                                                 ---------             ---------
</TABLE>

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED 
                  CONSOLIDATED FINANCIAL STATEMENTS


                                      4

<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                 ORIENTAL FINANCIAL GROUP INC.
- ------------------------------------------------------------------------------

NOTE 1 -- NATURE OF OPERATIONS AND BASIS OF PRESENTATION:

The accounting and reporting policies of Oriental Financial Group (the 
"Group", "Oriental") and its subsidiaries conform with generally accepted 
accounting principles and banking industry general practices. These 
principles require management to make estimates and assumptions that affect 
the reported amount of assets and liabilities at the date of the financial 
statements and the reported amount of revenues and expenses during the 
reporting period and, as such, these statements include amounts based on 
judgments and estimates made by Management. Actual results could differ from 
those estimates.

The Group is a bank holding company that provides a wide variety of financial 
services through its subsidiaries. Oriental Bank and Trust, the Group's bank 
subsidiary, is a full-service commercial bank with a delivery system of 19 
branches located throughout Puerto Rico. The Bank directly or through its 
wholly-owned, broker-dealer subsidiary, Oriental Financial Services Corp., 
offers mortgage, consumer and commercial ending, auto and equipment lease 
financing, financial planning, money management and investment brokerage 
services, corporate and individual trust services. The Bank is subject to the 
regulations of certain federal and local agencies.

The accompanying unaudited consolidated financial statements have been 
prepared in accordance with instructions for Form 10-Q. Complete information 
regarding the financial statements can be found in the notes to the financial 
statements for the year ended June 30, 1998 contained in Oriental's 1998 
Annual Report. Certain reclassifications have been made to the December 31, 
1997 and June 30, 1998 consolidated financial statements to conform to the 
presentation of the current period consolidated financial statements.

In management's opinion, the accompanying unaudited consolidated financial 
statements contain all adjustments (consisting mainly of normal recurring 
adjustments) necessary to present fairly, in all material respects, the 
financial position of the Group at December 31, 1998 and June 30, 1998, and 
the results of operations and cash flows for the quarter and six months ended 
December 31, 1998 and 1997, in conformity with generally accepted accounting 
principles.

NOTE 2 -- INVESTMENT AND TRADING SECURITIES:

The Group's securities are classified as held-to-maturity, available-for-sale 
or trading. Securities for which the Group has the positive intent and 
ability to hold to maturity are classified as held-to-maturity and are 
carried at amortized cost. Securities that might be sold prior to maturity 
because of interest rate changes, to meet liquidity needs, or to better match 
the repricing characteristics of funding sources are classified as 
available-for-sale. These securities are reported at fair value, with 
unrealized gains and losses excluded from earnings and reported net of 
deferred taxes as a separate component of stockholders' equity.

The Group classifies as trading those securities that are acquired and held 
principally for the purpose of selling them in the near term. These 
securities are carried at estimated fair value with realized and unrealized 
changes in market value included in earnings in the period in which the 
changes occur. Interest revenue arising from trading instruments is included 
in the statement of income as part of net interest income rather than in the 
trading profit or loss account.

The Group's investment in the Federal Home Loan Bank (FHLB) of New York stock 
has no readily determinable fair value and can only be sold back to the FHLB 
at its par value. As a result, this investment is carried at cost and its 
redemption value represents its fair value.

Premiums and discounts are amortized to interest income over the life of the 
related securities using the interest method. Net realized gains or losses on 
sales of investment securities and unrealized loss valuation adjustments 
considered other than temporary, if any, on securities classified as either 
available-for-sale or held-to-maturity are reported separately in the 
statement of income. Cost of securities is determined on the specific 
identification method.

TRADING SECURITIES:

A summary of trading securities owned by the Group at December 31, 1998 and 
June 30, 1998, is as follows:

<TABLE>
<CAPTION>

                                                (IN THOUSANDS)
                                         ----------------------------
                                         DECEMBER 31,      JUNE 30,
                                         ------------    ------------
<S>                                      <C>             <C>
US GOVERNMENT SECURITIES                     $ 3,653         $ 3,574
MORTGAGE-BACKED SECURITIES                    27,094          35,903
PASS-THROUGH CERTIFICATES                      2,716           2,963
                                         ------------    ------------
                                             $33,463         $42,440
                                         ------------    ------------

</TABLE>

The Group's trading portfolio weighted average yield at the dates above was 
7.50% and 7.40%, respectively.


                                      5

<PAGE>

INVESTMENT SECURITIES:

The amortized cost, gross unrealized gains and losses, estimated fair value, 
and weighted average yield of the securities owned by the Group at December 31,
1998 and June 30, 1998, were as follows:

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 1998 (IN THOUSANDS)
                                        ----------------------------------------------------------------------------------------
                                                               GROSS              GROSS                              AVERAGE
                                          AMORTIZED          UNREALIZED         UNREALIZED            FAIR           WEIGHTED
                                            COST               GAINS               LOSS              VALUE            YIELD
                                        ----------------------------------------------------------------------------------------
<S>                                      <C>                <C>                <C>                <C>               <C>
AVAILABLE-FOR-SALE
- ------------------
US GOVERNMENT SECURITIES                   $158,282             $4,588            $    -           $162,870            6.24%
PR GOVERNMENT SECURITIES                     23,461                539                23             23,977            8.72%
MORTGAGE-BACKED SECURITIES                  375,377              3,273               762            377,888            6.62%
COLLATERIZED MORTGAGE OBLIGATIONS            94,443                 89               740             93,792            6.50%
                                        --------------     --------------     -------------    --------------      ------------
                                           $651,563              8,489             1,525           $658,527            6.59%
                                        --------------     --------------     -------------    --------------      ------------
                                        --------------     --------------     -------------    --------------      ------------
HELD-TO-MATURITY
- ----------------
PR GOVERNMENT SECURITIES                      3,569                  3                37              3,535            7.40%
MORTGAGE-BACKED SECURITIES                  125,099              2,162               481            126,780            6.89%
                                        --------------     --------------     -------------    --------------      ------------
                                           $128,668              2,165               518            130,315            6.90%
                                        --------------     --------------     -------------    --------------      ------------
                                        --------------     --------------     -------------    --------------      ------------
FHLB STOCK                                   13,257                  -                 -             13,257            7.20%
                                        --------------     --------------     -------------    --------------      ------------

                                           $793,488            $10,654            $2,043           $802,099            6.61%
                                        --------------     --------------     -------------    --------------      ------------
                                        --------------     --------------     -------------    --------------      ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                      JUNE 30, 1998 (IN THOUSANDS)
                                        ----------------------------------------------------------------------------------------
                                                               GROSS              GROSS                              AVERAGE
                                          AMORTIZED          UNREALIZED         UNREALIZED            FAIR           WEIGHTED
                                            COST               GAINS               LOSS              VALUE            YIELD
                                        ----------------------------------------------------------------------------------------
<S>                                      <C>                <C>                <C>                <C>               <C>
AVAILABLE-FOR-SALE
- ------------------
US GOVERNMENT SECURITIES                   $244,225             $6,146            $  152           $250,219            6.37%
PR GOVERNMENT SECURITIES                     26,074                  1               194             25,881            8.72%
MORTGAGE-BACKED SECURITIES                  202,855              2,446                41            205,260            6.86%
                                        --------------     --------------     -------------    --------------      ------------
                                           $473,154              8,593               387            481,360            6.71%
                                        --------------     --------------     -------------    --------------      ------------
                                        --------------     --------------     -------------    --------------      ------------
HELD-TO-MATURITY
- ----------------
PR GOVERNMENT SECURITIES                      3,575                  1                 -              3,576            7.40%
MORTGAGE-BACKED SECURITIES                  158,576              2,695               443            160,828            6.89%
                                        --------------     --------------     -------------    --------------      ------------
                                            162,151              2,696               443            164,404            6.90%
                                        --------------     --------------     -------------    --------------      ------------
                                        --------------     --------------     -------------    --------------      ------------
FHLB STOCK                                   10,043                  -                 -             10,043            7.15%
                                        --------------     --------------     -------------    --------------      ------------

                                           $645,348            $11,289              $830           $655,807            6.72%
                                        --------------     --------------     -------------    --------------      ------------
                                        --------------     --------------     -------------    --------------      ------------
</TABLE>

The amortized cost and estimated fair value of the Group's investment 
securities at December 31, 1998, by contractual maturity, are shown in the 
next table. Expected maturities will differ from contractual maturities 
because issuers may have the right to call or prepay obligations with or 
without call or prepayment penalties.

<TABLE>
<CAPTION>

                                        AVAILABLE-FOR-SALE                HELD-TO-MATURITY                     TOTAL
                                   -----------------------------   -----------------------------   ----------------------------
                                     AMORTIZED          FAIR          AMORTIZED          FAIR         AMORTIZED          FAIR
                                        COST           VALUE             COST           VALUE            COST           VALUE
                                   -----------------------------   -----------------------------   ----------------------------
<S>                                <C>               <C>           <C>               <C>           <C>              <C>
DUE WITHIN ONE YEAR                  $      -          $      -       $     10         $     10      $     10         $     10
AFTER ONE YEAR TO FIVE YEARS           32,440            33,030          1,041            1,055        33,481           34,085
AFTER FIVE TO TEN YEARS               119,241           123,051          7,791            7,938       127,032          130,989
DUE AFTER TEN YEARS                   499,882           502,448        119,826          121,312       619,708          623,758
EQUITY SECURITIES                           -                 -              -                -        13,257           13,257
                                   ------------      ------------   ------------     ------------  ------------     -----------
                                     $651,563          $658,527       $128,668         $130,315      $793,488         $802,099
                                   ------------      ------------   ------------     ------------  ------------     -----------
                                   ------------      ------------   ------------     ------------  ------------     -----------
</TABLE>


                                      6

<PAGE>

Securities in the due after ten years category, include an AAA-rated 
mortgage-backed Puerto Rico municipal bond with a fair value of $21,897,000, 
which commenced paying down principal on August 1, 1994 and is expected to be 
fully collected within the next two fiscal years. This category also includes 
$67,147,000 of the short-end of certain Puerto Rico GNMA tax-exempt serial 
certificates with an average expected life of 4 to 6 years.

Proceeds from the sale of investment securities available-for-sale during the 
first six months of fiscals 1999 and 1998 were $169,600,000 and $25,887,000, 
respectively. Gross realized gains and losses on those sales during the first 
six months of fiscal 1999 were $8,447,000 and $0, respectively. These were 
$445,000 and $70,000, respectively, in the same period of fiscal 1998.

NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES:
- -------------------------------------------------------

The Group's lending activity is with borrowers located in Puerto Rico. 
Oriental's loan transactions include a diversified number of industries and 
activities such as individuals, sole proprietorships, partnerships, 
manufacturing, tourism, government, insurance and non-for-profit 
organizations, all of which are encompassed within four main categories: 
mortgage, commercial, consumer and leasing. Oriental's loan portfolio has a 
higher concentration of loans to consumers such as auto leases, personal 
loans, and residential mortgage loans. The composition of the Group's loan 
portfolio at December 31, 1998 and June 30, 1998 was as follows:


<TABLE>
<CAPTION>

(IN THOUSANDS)                                                      DECEMBER 31,      JUNE 30,
                                                                    ------------      --------
<S>                                                                 <C>               <C>
LOANS SECURED BY REAL ESTATE:
  RESIDENTIAL                                                          $245,089       $233,161
  COMMERCIAL                                                              6,989          7,007
  HOME EQUITY LOANS AND PERSONAL LOANS COLLATERALIZED BY REAL ESTATE     17,065         16,457
  CONSTRUCTION, LAND ACQUISITION AND LAND IMPROVEMENTS                      331            909
                                                                    ------------      --------
                                                                        272,474        257,534
LESS: NET DEFERRED LOAN FEES AND SERVICING RIGHTS SOLD                   (3,041)        (2,363)
                                                                    ------------      --------
                                                                        269,433        255,171
                                                                    ------------      --------
OTHER LOANS:
  COMMERCIAL LOANS                                                        9,813          9,428
  AUTO LOANS                                                              4,648          7,340
  PERSONAL LOANS AND LINES OF CREDIT                                    109,682         99,808
  CASH COLLATERAL AND MARGIN LOANS                                        4,574          2,764
  FINANCING LEASES, NET OF UNEARNED INTEREST                            125,079        140,208
                                                                    ------------      --------
                                                                        253,796        259,548
                                                                    ------------      --------

LOANS RECEIVABLE                                                        523,229        514,719
ALLOWANCE FOR LOAN LOSSES                                                (9,693)        (5,658)
                                                                    ------------      --------
LOANS RECEIVABLE, NET                                                   513,536        509,061
LOANS HELD-FOR-SALE                                                      41,559         36,359
                                                                    ------------      --------
TOTAL LOANS, NET                                                       $555,095       $545,420
                                                                    ------------      --------
                                                                    ------------      --------
</TABLE>

At December 31, 1998 and June 30, 1998 mortgage loans held-for-sale amounted 
$41,559,000 and $36,359,000 respectively. All mortgage loans originated and 
sold during the first six months of fiscal 1999 and 1998 were sold based on 
pre-established commitments or at market values, which in both situations 
equal or exceeded the carrying value of the loans. Net gains on those sales 
during the first six months of fiscal years 1999 and 1998 were $584,200 and 
$583,700, respectively, and are included in the statement of income as part 
of mortgage banking activities.

Refer to Table 10 at page 21 of the "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" for the changes in the 
allowance for loan losses for the quarter and six months ended December 31, 
1998 and 1997.

NOTE 4 - INTEREST RATE RISK MANAGEMENT
- --------------------------------------

The Group utilizes interest rate swaps and caps as an interest rate risk 
hedging mechanism. Under the swaps, the Group pays a fixed annual cost and 
receives a floating ninety-day payment based on LIBOR. Floating rate payments 
received from the swap counterparty correspond to the floating rate payments 
made on the borrowings or notes thus resulting in a net fixed rate cost to 
the Group. Under the caps, Oriental pays an up front premium or fee for the 
right to receive cash flow payments in excess of the predetermined cap rate; 
thus, effectively capping its interest rate cost for the duration of the 
agreement.


                                      7

<PAGE>

The following table indicates the types of swaps and caps outstanding and 
their terms at December 31 and June 30, 1998:

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS):                      DEC. 31, 1998      JUNE 30, 1998
- -----------------------                      -------------      -------------
<S>                                          <C>                <C>
INTEREST RATE SWAPS
- -------------------
NOTIONAL AMOUNT                                 $220,000           $370,000
WEIGHTED AVERAGE PAY RATE -- FIXED                 5.76%              5.73%
WEIGHTED AVERAGE RECEIVE RATE -- FLOATING          5.29%              5.43%
MATURITY IN MONTHS                               1 TO 32            1 TO 35
FLOATING RATE IN PERCENT OF LIBOR             85 TO 100%         84 TO 100%

CAPS
- ----
NOTIONAL AMOUNT                                 $170,000           $150,000
CAP RATE                                      6.00-6.50%              6.50%
CURRENT 90 DAY LIBOR                               5.07%              5.72%
MATURITY IN MONTHS                               2 TO 15            3 TO 18
</TABLE>

The caps and interest rate swaps were entered to convert short-term 
borrowings into fixed rate liabilities for longer periods of time and provide 
protection against increases in interest rates. The amounts potentially 
subject to credit loss are the net streams of payments under the agreements 
and not the notional principal amounts used to express the volume of the 
swaps. The Group controls the credit risk of its interest rate swap 
agreements through approvals, limits, monitoring procedures and collateral, 
where considered necessary. The Group does not anticipate nonperformance by 
the counterparties.

S&P INTEREST RATE SWAP
- ----------------------

The Group offers its customers certificates of deposit which yields are tied 
to the performance of a stock market index, Investor IRA and Investor CD. At 
the end of five years, the depositor will receive a specified percent of the 
average increase of the month-end value of the Standard & Poor's 500 stock 
index. If such index decreases, the depositor receives the principal without 
any interest. The Group utilizes interest rate swap/hedge agreements with 
major money center banks to manage its exposure to the stock market. Under the 
terms of the agreements, the Group will receive the average increase of the 
month-end value of the Standard & Poor's index in exchange for a semiannual 
fixed interest cost. At December 31, 1998, the notional amount of these 
agreements totaled $54,332,000.

NOTE 7 - INCOME PER COMMON SHARE AND STOCK SPLIT
- ------------------------------------------------

On August 18, 1998, the Group declared a four-for-three (33.3%) stock split 
on its 10,154,358 shares of common stock outstanding at September 30, 1998. 
As a result, 3,384,674 shares of common stock were issued on October 15, 1998 
thus increasing shares to 13,539,032 at such date.

Earnings per share for all periods presented in the Consolidated Statements 
of Income are computed in accordance with the provisions of Statement of 
Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). 
Basic earnings per share excludes potential dilution and is calculated by 
dividing net income by the weighted average number of outstanding common 
shares. Diluted earnings per share is similar to the computation of basic 
earnings per share except that the weighted average common shares are 
increased to include the number of additional common shares that would have 
been outstanding if the dilutive potential common shares had been issued. 
Exercisable stock options outstanding under the Group's stock option plan 
were considered in the diluted earnings per share.


                                      8

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- -------------------------------------------------------------------------------

OVERVIEW OF FINANCIAL PERFORMANCE

Oriental reported an increase of 24% in diluted earnings per share for the 
second quarter of fiscal 1999, as net income increased to $6.4 million or 
$.47 per share from $5.2 million or $.38 per share in the same period of 
fiscal 1998. For the first six months of fiscal 1999, the Group's diluted 
earnings per share also increased 24%, as net income reached $12.4 million or 
$.92 per share compared with $10.2 million or $.74 per share in the same 
period of fiscal 1998. All per share figures have been retroactively adjusted 
for the four-for-three (33.3%) stock split on common stock distributed on 
October 15, 1998.

The Group's earnings growth reflects increases in both net interest income 
and non-interest income, partially offset by an increase in the provision for 
loan losses. This earnings improvement results from a solid growth in 
interest-earning assets and strong performances by the Group's mortgage 
banking, treasury, trust, brokerage and money management business units. The 
Group's profitability ratios for the first six months of fiscal 1999 reflect 
returns of 1.79% on assets (ROA) and 21.73% on stockholder's equity (ROE) 
versus 1.73% and 21.09%, respectively, in the comparable fiscal 1998 period.

At December 31, 1998, the Group's total financial assets owned or managed, 
which consists of assets owned by the Bank, assets managed by the trust and 
assets gathered by the broker-dealer, reached $3.585 billion, an increase of 
24% when compared to the $2.884 billion a year ago. At December 31, 1998, 
assets owned by the Bank reached $1.458 billion from $1.203 million a year 
ago, an increase of 21%. Assets managed by the trust grew 17% to $1.314 
billion versus $1.121 billion a year ago, and assets gathered by the 
broker-dealer increased 45% to $813.3 million from $560.6 million the year 
before.

See "Selected Financial Data" on page 10 for more details. The different 
components that resulted in the Group's continued profitability are discussed 
in detail in the following pages.

RESULT OF OPERATIONS

As a diversified financial services provider, the Group's earnings depend not 
only on the net interest income generated from its banking activity, but also 
from fees and other non-interest income generated from the wide array of 
financial services offered. Net interest income, the Group's main source of 
earnings, is affected by the difference between rates of interest earned on 
the Group's interest-earning assets and rates paid on its interest-bearing 
liabilities (interest rate spread) and the relative amounts of its 
interest-earning assets and interest-bearing liabilities (interest rate 
margin). As further discussed in the Risk Management section, the Group 
constantly monitors the composition and repricing of its assets and 
liabilities to maintain its net interest income at adequate levels and to 
avoid undertaking highly sensitive positions that could affect its earnings 
capacity in a volatile interest rate environment. Non-interest income, the 
second largest source of earnings, is affected by the level of trust assets 
under management, transactions generated by gathering of financial assets by 
the broker-dealer subsidiary, the level of mortgage banking activities, and 
fees generated from loans and deposit accounts.

NET INTEREST INCOME

Net interest income for the second quarter of fiscal 1999 reached $11.70 
million, 12% or $1.21 million higher than the $10.49 million reported in the 
same period of fiscal 1998. For the first six months of fiscal 1999, net 
interest income also rose 12% to $22.89 million from $20.38 million fin the 
same period a year ago. The net interest income growth for the second quarter 
and first six months of fiscal 1999 was driven by increases due to a higher 
volume of net interest-earning assets and was partially offset by a margin 
erosion due to changes in rates and in the composition of interest-earning 
assets and related interest-bearing liabilities.

For the second quarter of fiscal 1999 the interest rate spread and margin 
were 3.39% and 3.61%, as compared to 3.60% and 3.83%, respectively, in the 
same period of fiscal 1998. For the first six months of fiscal 1999 these 
were 3.37% and 3.60%, respectively, versus 3.58% and 3.81%, respectively, in 
the same period of fiscal 1998. Table 1 and 1-A analyzes the major categories 
of interest-earning assets and interest-bearing liabilities, and their 
respective interest income and expenses and yields and costs, and their 
impact on net interest income due to their changes in volume and rates.

The Group's interest income for the second quarter of fiscal of 1999 
increased by 12% or $2.88 million to $27.76 million from $24.88 million 
posted in the second quarter of fiscal 1998. For the first six months of 
fiscal 1999, interest income rose by 14% or $6.54 million to $54.87 million 
from $48.33 million posted in fiscal 1998. These growths in interest income 
were driven by larger average volume of interest-earning assets, partially 
offset by a decline in the yield performance of interest-earning assets.

Average interest-earnings assets for the second quarter of fiscal 1999 
reached $1.306 billion an increase of 18% compared with $1.105 billion for 
the same quarter of fiscal 1998. For the first six months of fiscal 1999, 
average interest-earning assets grew 19% to $1.281 billion from $1.078 
million a year ago. These volume increase were fueled by a solid growth on 
the Group's investment portfolios, mainly mortgaged-backed securities as 
Oriental continues its strategy of securiticizing its larger mortgage loan 
production.


                                      9

<PAGE>

                            SELECTED FINANCIAL DATA

   FOR THE QUARTER AND SIX MONTHS PERIOD ENDED ON DECEMBER 31, 1998 AND 1997

                 (IN THOUSANDS, EXCEPT FOR PER SHARE RESULTS)


<TABLE>
<CAPTION>

                                                   QUARTER ENDED                               SIX MONTHS PERIOD ENDED
                                                     DECEMBER 31,                                      DECEMBER 31,
                                     ---------------------------------------------      --------------------------------------
                                              1998                     1997                     1998                 1997
                                     --------------------      -------------------      -------------------    ---------------
CONDENSED EARNINGS REPORT:
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                      <C>                     <C>
INTEREST INCOME                                 $27,762                 $24,877               $54,873               $48,331
INTEREST EXPENSE                                 16,059                  14,385                31,988                27,955
                                        ---------------      -------------------      -------------------    -----------------
  NET INTEREST INCOME                            11,703                  10,492                22,885                20,376
PROVISION FOR LOAN LOSSES                         7,150                   3,700                 9,750                 5,000
RECURRING NON-INTEREST INCOME                     4,457                   3,656                 8,494                 7,973
NON-RECURRING NON-INTEREST INCOME                 6,862                   3,152                 8,517                 3,945
RECURRING NON-INTEREST EXPENSES                   8,012                   7,476                15,248                15,265
NON-RECURRING NON-INTEREST EXPENSES                 209                      51                   337                    51
PROVISION FOR INCOME TAXES                        1,284                     857                 2,135                 1,825
                                        ---------------      -------------------      -------------------    -----------------
 NET INCOME                                     $ 6,367                 $ 5,216               $12,426               $10,153
                                        ---------------      -------------------      -------------------    -----------------
INCOME PER SHARE:
- ------------------------------------------------------------------------------------------------------------------------------

BASIC                                           $  0.49                 $  0.39               $  0.95               $  0.77
                                        ---------------      -------------------      -------------------    -----------------
DILUTED                                         $  0.47                 $  0.38               $  0.92               $  0.74
                                        ---------------      -------------------      -------------------    -----------------
DIVIDENDS DECLARED PER SHARE                    $ 0.115                 $ 0.094               $ 0.228               $ 0.188
                                        ---------------      -------------------      -------------------    -----------------
AVERAGE COMMON SHARES OUTSTANDING                13,077                  13,285                13,125                13,242
AVERAGE POTENTIAL COMMON STOCK OPTIONS              393                     469                   397                   451
                                        ---------------      -------------------      -------------------    -----------------
 TOTAL AVERAGES SHARES AND EQUIVALENTS           13,470                  13,754                13,522                13,693
                                        ---------------      -------------------      -------------------    -----------------
BOOK VALUE                                                                                 $     8.17            $     7.62
                                                                                      -------------------    -----------------
MARKET PRICE AT PERIOD END                                                                 $    31.31            $    22.18
                                                                                      -------------------    -----------------
                                                                                        
PERIOD END BALANCES: (DECEMBER 31, )                                                    
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL BANK ASSETS                                                                          $1,457,500            $1,202,600
TRUST ASSETS MANAGED                                                                        1,313,800             1,120,700
ASSETS GATHERED BY BROKER-DEALER                                                              813,300               560,600
                                                                                      -------------------    -----------------
 TOTAL FINANCIAL ASSETS                                                                    $3,584,600            $2,883,900
                                                                                      -------------------    -----------------
                                                                                       
INVESTMENT AND TRADING SECURITIES                                                          $  837,320            $  585,619
LOANS AND LOANS HELD-FOR-SALE, NET                                                            555,095               558,995
                                                                                      -------------------    -----------------
 INTEREST-EARNING ASSETS                                                                   $1,392,415            $1,144,614
                                                                                      -------------------    -----------------
                                                                                    
DEPOSITS                                                                                   $  618,622            $  531,058
REPURCHASE AGREEMENTS                                                                         534,290               330,708
BORROWINGS                                                                                    166,600               218,978
                                                                                      -------------------    -----------------
 INTEREST-BEARING LIABILITIES                                                              $1,319,512            $1,080,744
                                                                                      -------------------    -----------------
                                                                                    
CAPITAL                                                                                    $  110,772            $  101,292
                                                                                      -------------------    -----------------
                                                                                  
REGULATORY CAPITAL RATIOS (IN PERCENT):                                           
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                   
LEVERAGE CAPITAL                                                                                 7.24%                 7.97%
                                                                                      -------------------    -----------------
TOTAL RISK-BASED CAPITAL                                                                        19.62%                19.45%
                                                                                      -------------------    -----------------
TIER 1 RISK-BASED CAPITAL                                                                       18.37%                18.20%
                                                                                      -------------------    -----------------
                                                                                  
SELECTED FINANCIAL RATIOS (IN PERCENT):                                           
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                  
RETURN ON AVERAGE EQUITY (ROE)                                                                   1.79%                 1.73%
                                                                                      -------------------    -----------------
RETURN ON AVERAGE ASSETS (ROA)                                                                  21.73%                21.09%
                                                                                      -------------------    -----------------
EFFICIENCY RATIO                                                                                48.59%                52.35%
                                                                                      -------------------    -----------------
EXPENSE RATIO                                                                                    1.05%                 1.22%
                                                                                      -------------------    -----------------
AVERAGE EQUITY TO AVERAGE TOTAL ASSETS                                                           7.60%                 8.42%
                                                                                      -------------------    -----------------
INTEREST RATE SPREAD                                                                             3.37%                 3.58%
                                                                                      -------------------    -----------------
                                                                                  
OTHER INFORMATION:                                                                
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                   
NUMBER OF BANKING OFFICES                                                                          19                    18
                                                                                      -------------------    -----------------
</TABLE>


                                      10

<PAGE>

<TABLE>
<CAPTION>

TABLE 1 - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE:
- ---------------------------------------------------------------------------------------------------------------------------------
                 (IN THOUSANDS)                                             SECOND QUARTER OF FISCAL,
- -----------------------------------------  --------------------------------------------------------------------------------------
                                                       INTEREST                    AVERAGE RATE              AVERAGE BALANCE
                                           -------------------------------   ------------------------   -------------------------
                 DESCRIPTION                    1999             1998            1999         1998        1999            1998
- -----------------------------------------  --------------   --------------   ------------  ----------   ---------     -----------
<S>                                        <C>              <C>              <C>           <C>          <C>           <C>
INTEREST-EARNING ASSETS:
- ------------------------
    REAL ESTATE LOANS (2)                      $    6,972      $    6,734          9.95%       9.53%     $   280,169     $  282,721
    CONSUMER LOANS                                  4,468           3,443         13.80%      13.77%         128,462         99,217
    COMMERCIAL LOANS                                  257             268         10.18%      10.61%          10,103         10,119
    FINANCING LEASES                                3,534           4,757         11.97%      12.41%         118,096        153,349
                                               ----------      ----------      ---------   ---------       ----------     ---------
     TOTAL LOANS (1)                               15,231          15,202         11.32%      11.12%         536,830        545,406
                                               ----------      ----------      ---------   ---------       ----------     ---------

    MORTAGE-BACKED SECURITIES                       8,593           5,789          6.49%       7.13%         529,596        324,990
    INVESTMENT SECURITIES                           3,601           3,624          6.66%       6.74%         216,246        215,124
    OTHER INTEREST-EARNING ASSETS                     337             262          5.59%       5.15%          23,651         19,890
                                               ----------      ----------      ---------   ---------       ----------     ---------
     TOTAL INVESTMENTS                             12,531           9,675          6.51%       6.91%         769,493        560,004
                                               ----------      ----------      ---------   ---------       ----------     ---------

    TOTAL INTEREST-EARNING ASSETS              $   27,762      $   24,877          8.49%       8.99%      $1,306,323     $1,105,410
                                               ----------      ----------      ---------   ---------       ----------     ---------

INTEREST-BEARING LIABILITIES:
- -----------------------------
    SAVINGS AND DEMAND ACCOUNTS                $      701      $      687          2.21%       2.64%      $  125,785     $  103,247
    CERTIFICATES OF DEPOSIT                         4,902           4,484          5.28%       5.42%         368,102        328,336
    IRA'S AND ZERO COUPON BONDS                     1,667           1,225          5.83%       6.14%         113,350         79,268
                                               ----------      ----------      ---------   ---------       ----------     ---------
     TOTAL DEPOSITS                                 7,270           6,396          4.75%       4.97%         607,237        510,851
                                               ----------      ----------      ---------   ---------       ----------     ---------

    REPURCHASE AGREEMENTS                           6,298           4,531          5.29%       5.51%         472,701        326,259
    FHLB BORROWINGS AND ADVANCES                      876           1,550          5.73%       5.85%          60,697        105,204
    TERM NOTES AND OTHER SOURCES OF FUNDS           1,366           1,553          4.94%       5.25%         108,220        115,637
    INTEREST RATE RISK MANAGEMENT                     249             355          0.15%       0.26%            --             --
                                               ----------      ----------      ---------   ---------       ----------     ---------
     TOTAL OTHER BORROWINGS                         8,789           7,989          5.44%       5.79%         641,618        547,100
                                               ----------      ----------      ---------   ---------       ----------     ---------

TOTAL INTEREST-BEARING LIABILITIES             $   16,059      $   14,385          5.10%       5.39%      $1,248,855     $1,057,951
                                               ----------      ----------      ---------   ---------       ----------     ---------

NET INTEREST INCOME                            $   11,703      $   10,492          3.39%       3.60%
                                               ----------      ----------      ---------   ---------
                                               ----------      ----------      ---------   ---------


INTEREST RATE MARGIN                                                               3.61%       3.83%
                                                                               ---------   ---------

NET INTEREST EARNING ASSETS                                                                                 $ 57,468       $ 47,459
                                                                                                           ---------      ---------
                                                                                                           ---------      ---------
INTEREST-EARNING ASSETS TO INTEREST BEARING LIABILITIES RATIO                                                 104.60%        104.49%
                                                                                                           ---------      ---------
<CAPTION>
CHANGE IN NET INTEREST INCOME DUE TO VOLUME/RATE:                     VOLUME              RATE               TOTAL
                                                               -------------------  ----------------   -----------------
<S>                                                            <C>                  <C>                <C>
INTEREST INCOME
- ---------------
    LOANS (1) (2)                                                    $  (147)           $   176             $    29
    MORTAGE-BACKED SECURITIES                                          3,645               (841)              2,804
    INVESTMENT SECURITIES                                                 19                (42)                (23)
    OTHER INTEREST-EARNING ASSETS                                         48                 27                  75
                                                                     -------            -------             -------
    TOTAL INTEREST INCOME                                            $ 3,565            $  (680)            $ 2,885
                                                                     -------            -------             -------
INTEREST EXPENSE
- ----------------
    DEPOSITS                                                         $ 1,211            $  (337)            $   874
    REPURCHASE AGREEMENTS                                              2,017               (250)              1,767
    FHLB ADVANCES AND BORROWINGS                                        (650)               (24)               (674)
    TERM NOTES AND OTHER SOURCES OF FUNDS                                (97)               (90)               (187)
    INTEREST RATE RISK MANAGEMENT                                        (52)               (54)               (106)
                                                                     -------            -------             -------
    TOTAL INTEREST EXPENSE                                           $ 2,429            $  (755)            $ 1,674
                                                                     -------            -------             -------

    NET INTEREST INCOME                                              $ 1,136            $    75             $ 1,211
                                                                     -------            -------             -------
                                                                     -------            -------             -------
</TABLE>

NOTES:
    (1) - LOANS AVERAGE BALANCES EXCLUDE NON-PERFORMING LOANS.
    (2) - REAL ESTATE AVERAGE BALANCES INCLUDE LOANS-HELD-FOR-SALE.


                                      11

<PAGE>

TABLE 1A - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE:
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------

                (IN THOUSANDS)                                                  FIRST SIX MONTHS OF FISCAL,
- --------------------------------------------   -----------------------------------------------------------------------------------
                                                        INTEREST                     AVERAGE RATE             AVERAGE BALANCE
                                               --------------------------      ---------------------   ---------------------------
                  DESCRIPTION                      1999            1998           1999        1998         1999            1998
- --------------------------------------------   ----------      ----------      ---------    -------    ----------      -----------
<S>                                            <C>             <C>             <C>           <C>       <C>             <C>

INTEREST-EARNING ASSETS:
- ------------------------
    REAL ESTATE LOANS (2)                      $   14,237      $   13,227          9.96%       9.51%   $  285,982      $  278,149
    CONSUMER LOANS                                  8,712           6,493         13.63%      13.61%      126,791          94,658
    COMMERCIAL LOANS                                  532             561         11.27%      11.38%        9,443           9,859
    FINANCING LEASES                                7,314           9,255         11.96%      11.87%      122,320         155,902
                                               ----------      ----------       --------      ------   ----------      ----------
     TOTAL LOANS (1)                               30,795          29,536         11.28%      10.94%      544,536         538,568
                                               ----------      ----------       --------      ------   ----------      ----------

    MORTAGE-BACKED SECURITIES                      15,331          11,035          6.56%       7.15%      467,596         308,857
    INVESTMENT SECURITIES                           8,111           7,104          6.57%       6.77%      246,906         209,998
    OTHER INTEREST-EARNING ASSETS                     636             656          5.65%       6.30%       22,001          20,367
                                               ----------      ----------       --------      ------   ----------      ----------
     TOTAL INVESTMENTS                             24,078          18,795          6.53%       6.97%      736,503         539,222
                                               ----------      ----------       --------      ------   ----------      ----------

    TOTAL INTEREST-EARNING ASSETS              $   54,873      $   48,331          8.55%       8.95%   $1,281,039      $1,077,790
                                               ----------      ----------       --------      ------   ----------      ----------

INTEREST-BEARING LIABILITIES:
- -----------------------------
    SAVINGS AND DEMAND ACCOUNTS                $    1,445      $    1,359          2.38%       2.62%   $  120,377      $  102,759
    CERTIFICATES OF DEPOSIT                         9,777           8,965          5.37%       5.41%      360,961         328,694
    IRA'S AND ZERO COUPON BONDS                     3,319           2,429          5.83%       6.15%      112,955          78,363
                                               ----------      ----------       --------      ------   ----------      ----------
     TOTAL DEPOSITS                                14,541          12,753          4.85%       4.96%      594,293         509,816
                                               ----------      ----------       --------      ------   ----------      ----------

    REPURCHASE AGREEMENTS                          12,243           8,556          5.34%       5.47%      454,753         310,541
    FHLB BORROWINGS AND ADVANCES                    1,873           2,851          5.67%       5.78%       64,533          96,144
    TERM NOTES AND OTHER SOURCES OF FUNDS           2,867           3,095          5.04%       5.25%      111,381         115,309
    INTEREST RATE RISK MANAGEMENT                     464             700          0.15%       0.27%         --              --
                                               ----------      ----------       --------      ------   ----------      ----------
     TOTAL OTHER BORROWINGS                        17,447          15,202          5.49%       5.78%      630,667         521,994
                                               ----------      ----------       --------      ------   ----------      ----------

TOTAL INTEREST-BEARING LIABILITIES             $   31,988      $   27,955          5.18%       5.37%   $1,224,960      $1,031,810
                                               ----------      ----------       --------      ------   ----------      ----------

NET INTEREST INCOME                            $   22,885      $   20,376          3.37%       3.58%
                                               ----------      ----------       --------      ------
                                               ----------      ----------

INTEREST RATE MARGIN                                                               3.60%       3.81%
                                                                                --------      ------ 

NET INTEREST EARNING ASSETS                                                                            $ 56,079        $ 45,980
                                                                                                       ----------      ----------
                                                                                                       ----------      ----------

INTEREST-EARNING ASSETS TO INTEREST BEARING LIABILITIES RATIO                                            104.58%         104.46%
                                                                                                      ----------      ----------
</TABLE>

<TABLE>
<CAPTION>
CHANGE IN NET INTEREST INCOME DUE TO VOLUME/RATE:                  VOLUME          RATE        TOTAL
- -------------------------------------------------                 -------       --------      --------
<S>                                                               <C>           <C>           <C>

INTEREST INCOME
- ---------------
    LOANS (1) (2)                                                 $   541       $   718       $ 1,259
    MORTAGE-BACKED SECURITIES                                       5,671        (1,375)        4,296
    INVESTMENT SECURITIES                                           1,249          (242)        1,007
    OTHER INTEREST-EARNING ASSETS                                      51           (71)          (20)
                                                                  -------       -------       -------
    TOTAL INTEREST INCOME                                         $ 7,512       $  (970)      $ 6,542
                                                                  -------       -------       -------
                                                                
INTEREST EXPENSE                                                
- ----------------
    DEPOSITS                                                      $ 2,167       $  (379)      $ 1,788
    REPURCHASE AGREEMENTS                                           3,941          (254)        3,687
    FHLB ADVANCES AND BORROWINGS                                     (914)          (64)         (978)
    TERM NOTES AND OTHER SOURCES OF FUNDS                            (103)         (125)         (228)
    INTEREST RATE RISK MANAGEMENT                                    (108)         (128)         (236)
                                                                  -------       -------       -------
    TOTAL INTEREST EXPENSE                                          4,983          (950)        4,033
                                                                  -------       -------       -------
                                                                
    NET INTEREST INCOME                                           $ 2,529       $   (20)      $ 2,509
                                                                  -------       -------       -------
</TABLE>

NOTES:
- ------
    (1) - LOANS AVERAGE BALANCES EXCLUDE NON-PERFORMING LOANS.
    (2) - REAL ESTATE AVERAGE BALANCES INCLUDE LOANS-HELD-FOR-SALE.


                                      12

<PAGE>

The average yield on interest-earning assets for the second quarter of fiscal 
1999 was 8.49% or 50 basis points lower than the 8.99% attained in fiscal 
1998. For the first six months of fiscal 1999 was to 8.55% or 40 basis points 
lower than the 8.95% reported a year ago. The main reason for these 
reductions was the proportionately higher increase in the total average 
investment portfolio, which carries a lower yield than the loan portfolio but 
generates a significant amount of tax-exempt interest, which lowers the 
Group's effective tax rate.

For the second quarter and first six months of fiscal 1999, the average yield 
on investments securities fell to 6.51% and 6.53%, respectively, versus the 
6.91% and 6.97%, respectively, attained in fiscal 1998, due to a general 
reduction on market rates. The yield on loans improved to 11.32% and 11.28%, 
respectively, versus the 11.12% and 10.94% reported in the respective periods 
of fiscal 1998. The improvements in the loan yield performance were fueled by 
the higher yields attained on the consumer and real estate loan portfolios.

Interest expense for the second quarter fiscal 1999 rose 12% or $1.67 million 
to $16.06 million from $14.39 million reported in fiscal 1998. For the first 
six months of fiscal 1999, interest expense also grew by 12% or $4.03 million 
to $31.99 million from $27.96 million posted in fiscal 1998. These increases 
were driven by a higher volume of interest-bearing liabilities used to fund 
the Group's interest-earning assets growth, as previously explained; 
tempered by a decline in the average cost of funds.

Average interest-bearing liabilities for the second quarter and first six 
months of fiscal 1999 reached $1.24 billion and $1.22 billion, respectively, 
versus $1.06 billion and $1.03 billion, respectively, in fiscal 1998, an 
increase of 18% and 19%, respectively. The growths in interest-bearing 
liabilities average volume reflect strong increases in the average volume of 
deposits and repurchase agreements. In the second quarter and first six 
months of fiscal 1999 average deposits volume rose to $607.2 million and 
$594.3, respectively, from $510.9 million and $509.8, respectively, in fiscal 
1998, an increase of 19% and 16%, respectively. IRA accounts were the main 
contributor to the rise, followed by certificates of deposits and savings and 
demand accounts. The average volume of repurchase agreements for the second 
quarter of fiscal 1999 rose by 45% to $472.7 million from $326.2 million in 
fiscal 1998. For the first six months of fiscal 1999, grew by 46% to $454.8 
from $310.5 million in fiscal 1998. These rises were necessary to fund the 
Group's total interest-earning asset growth.

The average cost of funds on interest-bearing liabilities for the second 
quarter of fiscal 1999 was 5.10% or 29 basis points lower than the 5.39% 
attained in fiscal 1998. For the first six months of fiscal 1999, was 5.18% 
or 19 basis points lower than the 5.37% attained in fiscal 1998. Both 
decreases were principally related to a decline in the cost of repurchase 
agreements, IRA funds and term notes; enhanced by a reduction in the cost of 
interest-hedging activities (swaps and caps). A favorable lower interest rate 
scenario resulting from short-term interest rate cuts by the federal reserve 
triggered the overall reduction in cost of funds.

PROVISION FOR LOAN LOSSES

For the second quarter of fiscal 1999, the Group provided $7.15 million for 
loan losses compared with $3.7 million for the same period of fiscal 1998. 
For the six-month period ended December 31, 1998, the provision for loan 
losses amounted to $9.75 million compared with $5 million in the same period 
the year before. The main reason for the increase in the provision for fiscal 
1999 was management's goal of further expanding the Group's coverage ratio of 
reserve to total loans, which increased to 1.72% from .98% a quarter ago. 
Also to respond to the higher level of credit losses in the consumer and 
leasing portfolios due to a record level of personal bankruptcies experienced 
in Puerto Rico. Please refer to the allowance for loan losses and 
non-performing assets section for a more detailed analysis of the allowance 
for loan losses, net charge-offs and credit quality statistics.

NON-INTEREST INCOME

During the second quarter and first six months of fiscal 1999 non-interest 
income continued to be a major driver of the Group's earnings improvement as 
it reached $11.32 million and $17.01, respectively, from $6.81 million and 
$11.92 million, respectively, in the same period of fiscal 1998, see Table 2. 
Recurring non-interest income for the second quarter and first six months of 
fiscal 1999 totaled $4.46 million and $8.49 million, respectively, which 
represents an increase of 22% and 7%, respectively, versus the $3.66 million 
and $7.97 million, respectively, in the same period of fiscal 1998. These 
rises were fueled by increases in mortgage banking activities and trust, 
brokerage and money management revenues; partially tempered by a decline in 
bank service fees and charges and other income as result of a lower leasing 
activity.

Trust, money management and brokerage fees, the principal component of 
recurring non-interest income, reflected strong results during fiscal 1999. 
For the second quarter and first six months of fiscal 1999, this fees totaled 
$2.28 million and $4.59 million, respectively, versus the $1.87 million and 
$4.01 million recorded in the same period the year before, up 22% and 14%, 
respectively. This increases were possible to a larger volume of accounts and 
assets managed by the trust department and a significant growth in the assets 
gathered by the broker-dealer subsidiary, see "Financial Condition" section.


                                      13

<PAGE>
                                       
                            ORIENTAL FINANCIAL GROUP

                            SELECTED FINANCIAL DATA

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                           QUARTER ENDED               SIX MONTHS PERIOD ENDED
                                                                            DECEMBER 31,                     DECEMBER 31,
                                                                    ---------------------------      ----------------------------
                                                                       1998              1997           1998               1997
                                                                    ---------         ---------      ---------          ---------
TABLE 2 - NON-INTEREST INCOME SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>            <C>                <C>
BANK SERVICE FEES AND CHARGES                                         $   851           $   986        $ 1,645           $ 2,010
TRUST, MONEY MANAGEMENT AND BROKERAGE FEES                              2,280             1,866          4,594             4,013
RECURRING MORTGAGE BANKING ACTIVITIES                                   1,239               639          2,033             1,599
RENT AND OTHER OPERATING INCOME                                            87               165            222               351
                                                                      -------           -------        -------           -------
 RECURRING NON-INTEREST INCOME                                          4,457             3,656          8,494             7,973
                                                                      -------           -------        -------           -------

NET GAIN ON SALE OF INVESTMENTS                                         6,841               264          8,447               375

TRADING ACCOUNT INCOME                                                     21                58             70               168

FEES FROM MORTGAGE LOANS SERVICED FOR OTHERS, NET                        --                 123           --                 695

NET GAIN ON SALE OF SERVICING ASSETS                                     --               2,707           --               2,707
                                                                      -------           -------        -------           -------
 NON RECURRING NON-INTEREST INCOME                                      6,862             3,152          8,517             3,945
                                                                      -------           -------        -------           -------

 TOTAL NON-INTEREST INCOME                                            $11,319           $ 6,808        $17,011           $11,918
                                                                      -------           -------        -------           -------
                                                                      -------           -------        -------           -------

RECURRING NON-INTEREST INCOME TO NON-INTEREST EXPENSES RATIO            55.63%            48.90%         55.71%            52.23%
                                                                      -------           -------        -------           -------


TABLE 3 - NON-INTEREST EXPENSES SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------------

COMPENSATION AND BENEFITS                                             $ 3,799           $ 3,734        $ 7,273           $ 7,631

OCCUPANCY AND EQUIPMENT                                                 1,188             1,144          2,426             2,274

PROFESSIONAL FEES                                                         654               314            995               653

ADVERTISING AND PROMOTION                                                 703               466          1,262             1,135

INSURANCE, INCLUDING DEPOSITS INSURANCE                                   102               265            192               387

REAL ESTATE OWNED EXPENSES                                                  5                11             12                40

COMMUNICATIONS                                                            413               328            758               705

MUNICIPAL AND PROPERTY TAXES                                              428               411            857               821

PRINTING, STATIONERY, POSTAGE AND SUPPLIES                                202               163            358               332

OTHER OPERATING EXPENSES                                                  518               640          1,115             1,287
                                                                      -------           -------        -------           -------
 TOTAL RECURRING NON-INTEREST EXPENSES                                  8,012             7,476         15,248            15,265

OTHER NON-RECURRING EXPENSES                                              209                51            337                51
                                                                      -------           -------        -------           -------
 TOTAL NON-INTEREST EXPENSES                                          $ 8,221           $ 7,527        $15,585           $15,316
                                                                      -------           -------        -------           -------

RELEVANT RATIOS:
- ----------------
EFFICIENCY RATIO                                                        49.58%            52.84%         48.59%            52.35%
                                                                      -------           -------        -------           -------
EXPENSE RATIO                                                            1.09%             1.34%          1.05%             1.22%
                                                                      -------           -------        -------           -------

TABLE 4 - COMPENSATION AND BENEFITS SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------------

FIXED COMPENSATION                                                    $ 2,030           $ 2,146        $ 4,017           $ 4,368
VARIABLE COMPENSATION                                                   1,439             1,208          2,611             2,513
OTHER COMPENSATION AND BENEFITS                                           330               380            645               750
                                                                      -------           -------        -------           -------
 TOTAL COMPENSATION                                                   $ 3,799           $ 3,734        $ 7,273           $ 7,631
                                                                      -------           -------        -------           -------

RELEVANT RATIOS:
COMPENSATION TO TOTAL RECURRING NON-INTEREST EXPENSES                   47.42%            49.95%         47.70%            49.99%
                                                                      -------           -------        -------           -------
VARIABLE COMPENSATION OF TOTAL COMPENSATION                             41.48%            36.02%         39.39%            36.52%
                                                                      -------           -------        -------           -------
COMPENSATION TO TOTAL AVERAGE ASSETS                                     1.06%             1.24%          1.05%             1.29%
                                                                      -------           -------        -------           -------

AVERAGE COMPENSATION PER EMPLOYEE                                                                      $  39.9           $  37.7
                                                                                                       -------           -------
BANK ASSETS PER EMPLOYEE                                                                               $ 4,642           $ 3,181
                                                                                                       -------           -------

GROUP'S WORK FORCE:
- -------------------
BANK STAFF                                                                                                 314               347
TRUST STAFF                                                                                                 28                24
BROKERAGE STAFF                                                                                             11                 7
                                                                                                       -------           -------
                                                                                                           353               378
                                                                                                       -------           -------
</TABLE>


                                      14

<PAGE>

Recurring mortgage banking activities, amounted to $1.24 million in the 
second quarter of fiscal 1999, 94% higher than the $639,000 earned in the 
same period of fiscal 1998. They totaled $2.03 million for the first six 
months of fiscal 1999, an increase of 27% versus the $1.60 million a year 
ago. Both increases were driven by a higher volume of loan origination 
combined with gains realized on sale of mortgage loans in the secondary 
market. This increase reflects the robust home finance market in Puerto Rico 
as Oriental's consolidates as the third largest mortgage origination producer.

Bank services fees and charges, which consist primarily of service charges on 
deposit accounts, leasing fees and late charges collected on loans, amounted 
to $851,000 for the second quarter fiscal 1999, 14% lower when compared to 
the $986,000 reported on the same period a year earlier. They totaled $1.65 
million for the first six months of fiscal 1999, a 18% drop versus the $2.01 
million on the same period in fiscal 1998. Both decreases were a combination 
of a decline in leasing fees, as result of Group's lower leasing's lending 
activity, partially offset by a rise in fees on deposit accounts and other 
service fees.

For the second quarter of fiscal 1999, securities and trading gains amounted 
to $6.86 million versus $322,000 in the same period of fiscal 1998. For the 
first six months of fiscal 1999, they increased to $8.52 million from 
$543,000 reported in the same period a year ago. As a result of the favorable 
market opportunities, during the past quarter the Group sold a significant 
quantity of investment securities as part of its asset/liability management, 
which reflects the Group's strategy of maximizing profits in the 
available-for-sale securities portfolio. The gains realized resulted from 
favorable market conditions as interest rates declined during the latter part 
of 1998. For further discussion of the Group's investment securities, see 
Note 2 of the attached Consolidated Financial Statements.

During the second quarter of fiscal 1998, in a move to strengthen its future 
earnings, the Group sold its mortgage loans servicing portfolio, including 
$550 million serviced to others, to Doral Financial Corporation. The Group 
recorded a net gain of $2.7 million on this transaction. The divestiture of the 
mortgage servicing operation is indicative of a wider strategy guiding the 
Group to concentrate on mortgage origination, trust, money management, 
brokerage, personal loans and deposit accounts with the highest earnings 
potential. The decrease is servicing income is directly related to the 
divestiture mentioned above.

NON-INTEREST EXPENSES

As shown on Table 3, recurring non-interest expenses for the second quarter 
of fiscal 1999, increased 7% to $8.01 million from $7.48 million during the 
same period of fiscal 1998. For the first six months of fiscal 1999 and 1998 
they remained flat at $15.2 million. The efficiency ratio and the expense 
ratio for the first six months of fiscal 1999 improved to 48.59% and 1.05%, 
respectively, from 52.35% and 1.22%, respectively, the year before.

Employee compensation and benefits, the Group's largest expense category, 
amounted to $3.80 million for the second quarter of fiscal 1999, a 2% 
increase when compared to the $3.73 million reported in the same period of 
fiscal 1998. For the first six months of fiscal 1999 totaled $7.27 million, 
5% lower than $7.63 million reported in fiscal 1998. The increase in the 
second quarter was driven by a growth in variable compensation, which 
increased 19% or $231,000 due to the Group's greater use of variable pay by 
performance compensation structure that is tied to the increase in 
production. In the second quarter of fiscal 1999, variable compensation 
represented 41.48% of total compensation versus 36.02% in fiscal 1998. The 
reduction for the first six months of fiscal 1999 was driven by a 7% 
reduction in Group's personnel as result of the divestiture of the mortgage 
servicing department and reengineering of some of the Group's support 
departments. Compensation and benefits as a percentage of total average 
assets ratio for the first six months of fiscal 1999 improved to 1.05% versus 
1.29% the in the same period of the year before. Table 4 presents the 
composition of the Group's employee compensation and benefits at the end of 
the periods analyzed.

All other recurring non-interest expenses for the second quarter of fiscal 
1998 increased 12.6% to $4.21 million as compared to $3.74 million during the 
same period of fiscal 1998. For the first six months of fiscal 1999, they 
totaled $7.97 million or 4.5% higher than $7.63 million reported in fiscal 
1998. These rises were led by increases in professional and service fees, 
advertising and business promotion and occupancy and equipment. The larger 
amount of professional and service fees reflect the Group's higher 
expenditures related with consulting and technical support. The advertising 
and promotion growth results mainly from the ongoing campaign to promote the 
Group's image and the launching of new products and services. The main 
contributors in the growth of occupancy and equipment costs were increases in 
depreciation from leasehold improvements and EDP equipment. This results from 
the additional banking offices opened during the past 12 months and the 
enhancements made to the Group's systems to enable them expand its electronic 
delivery capabilities and improve the customers' service delivery.

PROVISION FOR INCOME TAXES

The provision for income taxes for the second quarter of fiscal 1999 amounted 
to $1.28 million or 16.7% of pre-tax earnings compared with $857,000 million 
or 14.1% of pre-tax earnings a year ago, up 50%. For the first six months of 
fiscal 1999, they totaled $2.14 million or 17% higher than $1.83 million 
reported in fiscal 1998. The effective tax rate for the first six months of 
fiscals 1999 and 1998 were 14.6% and 15.2%, respectively. The net increase in 
fiscal 1999 was mainly due to higher pre-tax earnings, partially offset by 
the larger level of tax-exempt interest. The Group has maintained an effective 
tax rate lower than the statutory rate of 39% mainly due to interest income 
earned on certain investments and loans which are exempt from income taxes, 
net of the disallowance of expenses attributable to the exempt income.


                                      15

<PAGE>

FINANCIAL CONDITION

As shown on Table 5, at December 31, 1998, the Group's total financial assets 
owned or managed, which consists of assets owned by the Bank, assets managed 
by the trust and assets gathered by the broker-dealer, reached $3.585 
billion, an increase of 24% when compared to the $2,884 billion a year ago. 
At December 31, 1998, assets owned by the Bank reached $1,457 billion from 
$1,203 million a year ago, an increase of 21%. Assets managed by the trust 
grew 17% to $1.314 billion versus 1.121 billion a year ago, and assets 
gathered by the broker-dealer increased 45% to $813.3 million from $560.6 
million the year before. Detailed information concerning each of the items 
that comprise the Group's financial assets managed follows:

GROUP'S OWNED ASSETS

At the end of the second quarter of fiscal 1999, the Bank's total assets 
amounted $1.457 billion, an increase of 21% when compared to the $1.203 
billion a year ago. At the same date, interest-earning assets reached $1.392 
billion, an increase of $247 million or 22% versus the $1.145 billion a year 
earlier. This increase reflects a significant growth in total investments of 
$252 million or 43%. Refer to Table 6 for the Bank's assets summary.

Total investments are Oriental's largest interest-earning assets component. It 
consists mainly of money market investments, U.S. Treasury notes, U.S. 
Government agencies bonds, mortgage-backed securities and PR Government 
municipal bonds. The investment portfolio is of a high quality, approximately 
98% is rated AAA at the end of the second quarter of fiscal 1999, and 
generates a significant amount of tax-exempt interest which lowers the 
Group's effective tax rate, see Table 6.

The investment portfolio expansion was driven by a strong growth in 
mortgage-backed securities, which increased to $596.7 million or 71% of the 
total portfolio from $300.4 million or 51% the year before, as Oriental 
continues its strategy of pooling guaranteed real estate loans into 
mortgage-backed securities. However, debt securities decreased 18% to $190.5 
million or 23% of the total portfolio from $233.6 million or 40% a year ago. 
This reduction reflects the significant quantity of US Government securities 
sold during the past quarter as part of the Group's asset/liability 
management, as previously explained. All of the investment securities sold 
were replenished with mortgage-backed securities that provide the Group a 
better yield performance and liquidity position. Refer to Table 6 for the 
Group's investments summary and composition.

At December 31, 1998, Oriental's loan portfolio, the second largest category 
of the Bank's interest-earning assets, amounted to $555.1 million, 1% lower 
than the $559.0 million a year ago. This net decline was led by a downsize in 
the leasing and commercial portfolio's of $38.3 million or 23% and $1.2 
million or 11%, respectively, followed by an increase in the allowance for 
loan losses of $2.6 million or 36%. These were partially offset by increases 
in real estate and consumer loans portfolios of $13.4 million or 5% and $24.7 
million or 23%, respectively. Table 6 presents the Bank's loan portfolio 
composition and mix at the end of the periods analyzed.

At the end of the second quarter of fiscal 1999, the consumer loans portfolio 
totaled $133.3 million or 23.6% of the Group's loan portfolio, a 23% growth 
versus the $108.6 million or 19.2% of the Group's loan portfolio a year ago. 
Personal loans which amounted to $101.6 million at the end of the second 
quarter of fiscal 1999, or 27% over the $79.9 million reported the year 
before, was the largest contributor to this growth. The increase in personal 
loans was mainly attained through strong marketing efforts and the launching 
of new products while controlling credit risk through prudent underwriting 
standards and credit scoring system.

The Bank's real estate loans portfolio amounted to $296.6 million or 52.5% of 
the loan portfolio at December 31, 1998, a 5% increase versus $283.2 million 
or 50% of the loan's portfolio the year before. The increase was mostly 
caused by an increase in originations due to the lower interest rate 
environment which increased the demand for mortgage loans for home purchases, 
as well as the demand for refinancing existing mortgages.

The Bank's leasing portfolio amounted to $125.1 million or 22.2% of the loan 
portfolio at the end of the second quarter of fiscal 1999, a 23% decrease 
versus $163.3 million or 28.9% of the loan portfolio a year ago. The decrease 
was due to a decline in the volume of originations, largely attributed to the 
strengthening of the underwriting standards in response to credit losses 
experienced during the past year, see "Provision for Loan Losses" under 
"Results of Operations".

TOTAL ASSETS MANAGED BY THE TRUST

The Group's trust offers various different types of IRA products and manages 
401(K) and Keogh retirement plans, custodian and corporate trust accounts. At 
December 31, 1998, total assets managed by the Group's trust amounted $1.314 
billion, 17% higher than the $1.121 billion a year ago. This increase was 
fueled by a solid 33.9% growth in individual retirement accounts (IRA), the 
most significant asset managed, which totaled $477.8 million versus the 
$356.8 million a year ago, followed by a 31.6% growth in 401(K) and Keogh 
retirement plans managed.


                                      16

<PAGE>

                           ORIENTAL FINANCIAL GROUP

                           SELECTED FINANCIAL DATA

                               (IN THOUSANDS)

<TABLE>
<CAPTION>

                                  DECEMBER-98                 DECEMBER-97                          JUNE-98
                                  -----------                 ----------                          ----------
TABLE 5 - FINANCIAL ASSETS SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                         <C>                                  <C>
TOTAL GROUP ASSETS OWNED          $1,457,500                  $1,202,600                          $1,311,400
TRUST ASSETS MANAGED               1,313,800                   1,120,700                           1,310,000
ASSETS GATHERED BY BROKER-DEALER     813,300                     560,600                             741,400
                                  ----------                  ----------                          ----------
 TOTAL FINANCIAL ASSETS           $3,584,600                  $2,883,900                          $3,362,800
                                  ----------                  ----------                          ----------

<CAPTION>

TABLE 6 -  ASSETS SUMMARY AND COMPOSITION
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>         <C>                   <C>           <C>                   <C>
                                                     %                                    %                                   %
TOTAL INVESTMENTS                 $  837,320       57.5%      $  585,619                48.7%     $  706,652                53.9%
TOTAL LOANS, NET                     555,095       38.1%         558,995                46.5%        545,420                41.6%
                                 -----------     -------     -----------           ----------    -----------           ----------
 INTEREST-EARNING ASSETS           1,392,415       95.6%       1,144,614                95.2%      1,252,072                95.5%
NON INTEREST-EARNING ASSETS           65,061        4.4%          57,931                 4.8%         59,316                 4.5%
                                 -----------     -------     -----------           ----------    -----------           ----------
                                  $1,457,476      100.0%      $1,202,545               100.0%     $1,311,388               100.0%
                                 -----------     -------     -----------           ----------    -----------           ----------
INVESTMENT SECURITIES:
- ----------------------
TRADING SECURITIES                $   33,463        4.0%      $   34,087                 5.8%     $   42,440                 6.0%
MORTGAGE-BACKED SECURITIES           596,695       71.3%         300,359                51.3%        363,836                51.5%
INVESTMENT SECURITIES                190,500       22.8%         233,579                39.9%        279,675                39.6%
FHLB STOCK                            13,257        1.6%          10,043                 1.7%         10,043                 1.4%
MONEY MARKET INVESTMENTS               3,405        0.3%           7,551                 1.3%         10,658                 1.5%
                                 -----------     -------     -----------           ----------    -----------           ----------
                                  $  837,320      100.0%      $  585,619               100.0%     $  706,652               100.0%
                                 -----------     -------     -----------           ----------    -----------           ----------
LOANS, NET :
- ------------
REAL ESTATE LOANS                 $  296,558       52.5%      $  283,181                50.0%     $  278,256                50.5%
CONSUMER LOANS                       133,339       23.6%         108,588                19.2%        122,281                22.2%
COMMERCIAL LOANS                       9,813        1.7%          11,036                 1.9%          9,428                 1.7%
FINANCING LEASES                     125,079       22.2%         163,320                28.9%        141,113                25.6%
                                 -----------     -------     -----------           ----------    -----------           ----------
                                     564,789      100.0%         566,125               100.0%        551,078               100.0%
                                                 -------                           ----------    -----------           ----------
ALLOWANCE FOR LOAN LOSSES             (9,693)                     (7,131)                             (5,658)
                                                                                                 -----------
                                  $  555,096                  $  558,994                          $  545,420
                                 -----------                 -----------                         -----------

<CAPTION>

TABLE 7 -  LIABILITIES SUMMARY AND COMPOSITION
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>         <C>                   <C>           <C>                   <C>
                                                    %                                    %                                   %
DEPOSITS                          $  618,622      45.90%      $  531,058               48.20%     $  571,431               47.40%
REPURCASE AGREEMENTS                 534,290       39.7%         330,708                30.0%        416,171                34.6%
OTHER BORROWINGS                     166,600       12.4%         218,978                19.9%        189,388                15.7%
                                 -----------     -------     -----------           ----------    -----------           ----------
 INTEREST-BEARING LIABILITIES      1,319,512       98.0%       1,080,744                98.1%      1,176,990                97.7%
NON-INTEREST BEARING LIABILITES       27,192        2.0%          20,509                 1.9%         27,368                 2.3%
                                 -----------     -------     -----------           ----------    -----------           ----------
                                  $1,346,704      100.0%      $1,101,253               100.0%     $1,204,358               100.0%
                                 -----------     -------     -----------           ----------    -----------           ----------
DEPOSITS:
- ---------
SAVINGS ACCOUNTS                  $   85,985       13.9%      $   74,634                14.1%     $   76,523                13.4%
DEMAND AND NOW ACCOUNTS               48,617        7.9%          30,903                 5.8%         36,005                 6.3%
CERTIFICATES OF DEPOSIT              365,352       59.1%         340,608                64.1%        342,439                59.9%
IRA ACCOUNTS                         114,189       18.5%          81,463                15.3%        112,622                19.7%
ACCRUED INTEREST                       4,479        0.6%           3,450                 0.7%          3,842                 0.7%
                                 -----------     -------     -----------           ----------    -----------           ----------
                                  $  618,622      100.0%      $  531,058               100.0%     $  571,431               100.0%
                                 -----------     -------     -----------           ----------    -----------           ----------

OTHER BORROWINGS:
- -----------------
FHLB FUNDS                        $   60,100      36.10%      $  104,200               47.60%     $   74,800               39.50%
BONDS PAYABLE                           --         0.00%             278                0.10%             88                0.00%
TERM NOTES                           106,500      63.90%         114,500               52.30%        114,500               60.50%
LINES OF CREDIT                         --         0.00%            --                  0.00%           --                  0.00%
                                 -----------     -------     -----------           ----------    -----------           ----------
                                  $  166,600     100.00%      $  218,978              100.00%     $  189,388              100.00%
                                 -----------     -------     -----------           ----------    -----------           ----------
</TABLE>


                                      17

<PAGE>

TOTAL ASSETS GATHERED BY BROKER-DEALER

The Group's broker-dealer subsidiary offers a wide array of investment 
alternatives to its client's base such as fixed and variable annuities, 
tax-advantaged fixed income securities, mutual funds, stocks and bonds. At 
December 31, 1998, total assets gathered by the broker-dealer from its 
customer investment accounts reached $813.3 million, up 45% from $560.6 
million a year ago.

LIABILITIES AND SOURCES OF FUNDS

As shown in Table 7, at December 31, 1998, Oriental's total liabilities 
reached $1.347 billion, 22% higher than the $1.101 billion reported a year 
ago. Interest-bearing liabilities, the Group's sources of funding, amounted 
to $1.320 billion at the end of the second quarter of fiscal 1999 versus 
$1.081 billion the year before, a 22% increase. This growth was driven by 
increases in deposits and repurchase agreements of 16% or $87.6 million and 
62% or $203.6 million, respectively.

Deposits at the end of the second quarter of fiscal 1999, the largest 
category of the Group's interest-bearing liabilities and a cost effective 
source of funding, reached $618.6 million, up 16% versus the $531.1 million a 
year ago. This growth was driven by a 40% rise in IRA accounts followed by 
increases in savings and demand accounts and certificates of deposit of 28% 
or 29.1 million and 7% or $24.7 million, respectively. Table 7 presents the 
composition of the Group's deposits at the end of the periods analyzed.

In addition to deposits, Oriental has a diversified source of funding through 
the use of FHLB advances and borrowings, repurchase agreements, term notes, 
notes payable and lines of credit. At December 31, 1998, repurchase 
agreements and other borrowings amounted to $534.3 million and $166.6 
million, respectively, compared to $330.7 million and $219.0 million, 
respectively, a year ago.

The increase in repurchase agreements and other borrowings was necessary to 
fund the increase in interest-earning assets experienced during the period, 
particularly investment securities. The decrease in other borrowings was 
mainly due to decline in advances from the Federal Home Bank of New York 
("FHLB-NY"). The FHLB system functions as a source of credit to financial 
institutions that are members of a regional Federal Home Loan Bank. As a 
member of the of the FHLB-NY the Group can obtain advances from the FHLB-NY, 
secured by the FHLB-NY stock owned by the Group, certain of the Group's 
mortgages and other assets. Table 7 presents the composition of the Group's 
other borrowings at the end of the periods analyzed.

CAPITAL STOCK DATA AND DIVIDENDS

At December 31, 1998, Oriental's total capital reached $110.8 million, a 9% 
increase from $101.3 million a year ago.  This increase was mainly attained 
through earnings of $23.7 million posted during the past 12 months, combined 
with a positive change in the valuation account for investment securities 
available-for sale, partially offset by dividends paid and stock repurchase. 
As authorized by the board of directors, during the first six months of 
fiscal 1999, the Group repurchased 200,266 of its common stock. Of a total of 
944,041 shares repurchased up to December 31, 1998, 448,555 shares were 
retired from circulation in fiscal 1997, as required by the Puerto Rico 
Banking law, and 495,486 shares with a cost of $11.9 million are held in 
treasury by the Group.

On August 18, 1998, the Group declared a four-for-three (33.3%) stock split 
on its 10,154,358 shares of common stock outstanding at September 30, 1998. 
As a result, 3,384,674 shares of common stock were issued on October 15, 1998 
thus increasing shares to 13,539,032 at such date.

During the first six months of fiscal 1999, the Group declared dividends 
amounting to $3.0 million or $0.23 per share versus $2.5 million or $0.19 per 
share in fiscal 1998, up 20%. For the first six months of fiscal 1999, the 
dividend payout ratio and dividend yield were 24.35% and 1.50%, respectively, 
compared to 24.37% and 1.79%, respectively, in the preceding fiscal year.

The Group continues to be a "well capitalized" institution, the highest 
classification available under the capital standards set by the Federal 
Deposit Insurance Corporation. To be in a "well capitalized" position, bank 
or bank holding companies must meet or exceed a leverage ratio of 5%, a Tier 
1 risk-based capital ratio of 6% and a total risk-based capital ratio of 10%. 
At December 31, 1998, the Group had a leverage ratio of 7.24%; a Tier 1 
risk-based ratio of 18.37%; and a total risk-based capital ratio of 19.62% 
compared to 7.97%, 18.20% and 19.45%, respectively, a year ago.

The Group's common stock is traded in the New York Exchange (NYSE) under the 
symbol OFG. The market value of the Group's common stock on the NYSE at 
December 31, 1988, was $31.31 per share, 41% higher than the $22.18 per share 
a year earlier, as a result the Group's market capitalization increased to 
$424 million as compared to $295 million a year ago. The book value per share 
at December 31, 1998 rose to $8.17 from $7.62 a year ago. Refer to Table 9 
for the high, low and closing prices of the Group's stock for each quarter of 
the last three fiscal periods.


                                      18

<PAGE>

                           ORIENTAL FINANCIAL GROUP

                           SELECTED FINANCIAL DATA

                               (IN THOUSANDS)

<TABLE>
<CAPTION>

                                  DECEMBER-98                 DECEMBER-97                          JUNE-98
                                  -----------                 ----------                          ----------
TABLE 8 - CAPITAL, DIVIDENDS AND REGULATORY RATIOS
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                        <C>                                  <C>
CAPITAL                           $   110,772                 $ 101,292                           $  107,030
                                  -----------               -----------                          -----------
OUTSTANDING SHARES                     13,555                    13,290                               13,529
                                  -----------               -----------                          -----------
CAPITAL TO ASSETS RATIO                 7.60%                     8.42%                                8.16%
                                  -----------               -----------                          -----------
DIVIDENDS DECLARED                $     3,026                 $   2,474                           $    5,442
                                  -----------               -----------                          -----------
DIVIDEND PER SHARE                $      0.23                 $    0.19                           $     0.41
                                  -----------               -----------                          -----------
LEVERAGE CAPITAL ( minimum 
 required - 3.00%)                      7.24%                     7.97%                                7.70%
                                  -----------               -----------                          -----------
TOTAL RISK-BASED CAPITAL 
 (minimum required - 8.00%)            19.62%                    19.45%                               21.68%
                                  -----------               -----------                          -----------
TIER 1 RISK-BASED CAPITAL 
 (minimum required - 4.00%)            18.37%                    18.20%                               20.45%
                                  -----------               -----------                          -----------

<CAPTION>

TABLE 9 - MARKET PRICES AND STOCK DATA
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                        <C>                                  <C>
PRICE INFORMATION:
- ------------------
CLOSING PRICE                     $     31.31                 $   22.18                           $    27.66
                                  -----------               -----------                          -----------
HIGH                              $     32.00                 $   23.63                           $    34.60
                                  -----------               -----------                          -----------
LOW                               $     28.00                 $   18.38                           $    27.66
                                  -----------               -----------                          -----------
BOOK VALUE                        $      8.17                 $    7.62                           $     7.99
                                  -----------               -----------                          -----------

RELEVANT RATIOS:
- ----------------
PAYOUT RATIO                           24.35%                    24.37%                               25.42%
                                  -----------               -----------                          -----------
DIVIDEND YIELD                          1.50%                     1.79%                                1.69%
                                  -----------               -----------                          -----------

</TABLE>

The following provides the high and low prices and dividend per share of the
Group's stock for each quarter of the last three fiscal periods. Common stock
prices were adjusted to give retroactive effect to the stock splits declared on
the Group's common stock.

<TABLE>
<CAPTION>

                                     HIGH                       LOW                               DIVIDEND
QUARTER ENDED:                       PRICE                     PRICE                              PER SHARE
- -------------------------------   -----------               -----------                          -----------
<S>                               <C>                       <C>                                  <C>
FISCAL 1999
- -----------
DECEMBER 1998                     $     32.00                 $   28.00                           $    0.115
                                  -----------               -----------                          -----------
SEPTEMBER 1998                    $     32.26                 $   28.84                           $    0.113
                                  -----------               -----------                          -----------
FISCAL 1998
- -----------
JUNE 1998                         $     34.60                 $   27.67                           $    0.113
                                  -----------               -----------                          -----------
MARCH 1998                        $     29.35                 $   24.85                           $    0.113
                                  -----------               -----------                          -----------
DECEMBER 1997                     $     23.63                 $   18.38                           $    0.094
                                  -----------               -----------                          -----------
SEPTEMBER 1997                    $     22.28                 $   16.95                           $    0.094
                                  -----------               -----------                          -----------
FISCAL 1997
- -----------
JUNE 1997                         $     16.95                 $   13.65                           $    0.090
                                  -----------               -----------                          -----------
MARCH 1997                        $     16.20                 $   12.53                           $    0.090
                                  -----------               -----------                          -----------
DECEMBER 1996                     $     13.20                 $   10.95                           $    0.075
                                  -----------               -----------                          -----------
SEPTEMBER 1996                    $      9.81                 $   10.95                           $    0.075
                                  -----------               -----------                          -----------

</TABLE>


                                      19

<PAGE>

ALLOWANCE FOR LOAN LOSSES AND NON-PERFORMING ASSETS:

At December 31, 1998, the Group's allowance for loan losses amounted to $9.69 
million or 1.72% of total loans versus $7.13 million or 1.26% a year earlier. 
The Group maintains an allowance for loan losses on its portfolio at a level 
that management considers adequate to provide for potential losses based upon 
an evaluation of known and inherent risks. Oriental's allowance for loan 
losses policy provides for a detailed quarterly analysis of possible losses. 
The analysis includes a review of historical loan loss experience, value of 
underlying collateral, current economic conditions, financial condition of 
borrowers and other pertinent factors.

While management uses available information in estimating possible loan 
losses, future additions to the allowance may be necessary based on factors 
beyond Oriental's control, such as factors affecting Puerto Rico economic 
conditions. In addition, various regulating agencies, as an integral part of 
their examination process, periodically review the Group's allowance for loan 
losses. Such agencies may require the Group to recognize additions to the 
allowance based on their judgment of information available to them at the 
time of their examinations.

Net charge-offs for the second quarter of fiscal 1999, totaled $3.1 million 
or 2.25% of average loans, compared to $2.0 million or 1.26%, respectively, 
in the same period of fiscal 1998. For the first six months of fiscal 1999, 
net charge-offs amounted to $5.72 million of 2.02% of average loans versus to 
$3.3 million or 1.17% of average loans in fiscal 1998. The higher level of 
credit losses experienced during the second quarter and first six months of 
fiscal 1999 was primarily associated to a rise in consumer loans and 
financing leases net charge-offs, see Provision for Loan Losses under Results 
of Operations. Table 10 sets forth an analysis of activity in the allowance 
for loan losses and presents selected loan loss statistics.

As shown on Table 11, at December 31, 1998, the Group's non-performing assets 
consisted of non-performing loans, foreclosed real estate owned and other 
repossessed assets. At the end of the second quarter of fiscal 1999, the 
Group's non-performing assets totaled $23.0 million or 1.58% of total assets 
versus $24.9 million or 2.07% of total assets a year earlier, 8% lower. The 
reduction was principally due to a decline in non-performing loans and 
repossessed vehicles. The decrease in non-performing loans was mainly on 
consumer and finance leases as the Group continues to improve the quality of 
these portfolios through stricter credit standards. Therefore, the level or 
charge-offs in these portfolios should stabilize during the rest of fiscal 
1999.

At December 31, 1998, the allowance for loan losses to non-performing loans 
coverage ratio improved to 44.48% from 31.02% a year ago; excluding the 
lesser risk real estate loans, the ratio substantially improved to 96.09% 
from 51.11% for the respective periods. Detailed information concerning each 
of the items that comprise non-performing assets follows:

- -  REAL ESTATE LOANS - are placed on non-accrual basis when they become 90 
   days or more past due, unless they are well secured by real estate 
   collateral. Non-performing loans in this category are primarily residential 
   mortgage loans. Based on the value of the underlying collateral and the 
   loan to value ratios, management considers that no material losses will 
   be incurred on this portfolio. Real estate loans are charged-off based on 
   the specific evaluation of the collateral underlying the loan.

- -  COMMERCIAL BUSINESS LOANS - are placed on non-accrual basis when they 
   become 90 days or more past due. At the date of our analysis, the Group's 
   non-performing commercial business loans consisted of 14 loans amounting 
   to $838,000 or $59,850 average per loan. Of the total balance, $696,000 or 
   9 loans are guaranteed by real estate. Commercial loans are charged-off 
   based on the specific evaluation of the collateral underlying the loan.

- -  FINANCE LEASES - are placed on non-accrual status when they become 90 days 
   past due. At the date of our analysis, the Group's nonperforming auto and 
   equipment leases portfolio consisted of 385 units and 348 units, 
   respectively, amounting to $5.88 million or $15,260 average per lease and 
   $2.71 million or $7,795 average per lease, respectively. The underlying 
   collateral particularly secures these loans.

- -  CONSUMER LOANS - are placed on non-accrual status when they become 90 days 
   past due. The Group's non-performing consumer loans consisted of 74 loans 
   amounting to $660,000 or $8,920 average per loan.

- -  FORECLOSED REAL ESTATE - is initially recorded at the lower of the related 
   loan balance of fair value at the date of foreclosure, any excess of the 
   loan balance over the estimated fair market value of the property is 
   charged against the allowance for loan losses. Subsequently, any excess of 
   the carrying value over the estimated fair market value less disposition 
   cost is charged to operations. Therefore, no material losses are expected 
   on the final disposition. Management is actively seeking prospective 
   buyers for these foreclosed real estate properties.

- -  OTHER REPOSSESSED ASSETS - are initially recorded at estimated net 
   realizable value. Any additional losses on the disposition of such assets 
   are charged against the allowance for loan losses at the time of 
   disposition. The estimated loss on disposition of such assets has been 
   considered in the determination of the allowance for loan losses. At 
   December 31, 1998, the inventory of repossessed automobiles and equipment 
   consisted of 39 units and 24 units, respectively, amounting to $613,000 
   or $15,720 average per unit and $270,000 or $11,250 average per unit, 
   respectively.


                                      20

<PAGE>
                                       
                            ORIENTAL FINANCIAL GROUP

                            SELECTED FINANCIAL DATA

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                            QUARTER ENDED                            SIX MONTHS PERIOD ENDED
                                                             DECEMBER 31,                                  DECEMBER 31,
                                                    -------------------------------             -------------------------------
                                                       1998                  1997                  1998                  1997
                                                    ---------             ---------             ---------             ---------

TABLE 10 - ALLOWANCE FOR LOAN LOSSES SUMMARY AND LOAN LOSSES STATISTICS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                   <C>                   <C>                   <C>
BEGINNING BALANCE                                   $   5,683             $   5,454             $   5,658             $   5,408
                                                    ---------             ---------             ---------             ---------
PROVISION FOR LOAN LOSSES                               7,150                 3,700                 9,750                 5,000
                                                    ---------             ---------             ---------             ---------
CHARGE-OFFS                                            (3,752)               (2,366)               (6,780)               (4,019)
RECOVERIES                                                612                   343                 1,065                   742
                                                    ---------             ---------             ---------             ---------
NET CHARGE OFF'S                                       (3,140)               (2,023)               (5,715)               (3,277)
                                                    ---------             ---------             ---------             ---------
ENDING BALANCE                                      $   9,693             $   7,131             $   9,693             $   7,131
                                                    ---------             ---------             ---------             ---------
CHARGE-OFFS:
- ------------
 REAL ESTATE                                             --                     (50)                   (2)                 (111)
 CONSUMER                                           $  (1,596)            $  (1,168)            $  (3,183)            $  (1,748)
 LEASING                                               (2,007)               (1,090)               (3,311)               (2,073)
 COMMERCIAL AND OTHERS                                   (149)                  (58)                 (284)                  (87)
                                                    ---------             ---------             ---------             ---------
                                                       (3,752)               (2,366)               (6,780)               (4,019)
                                                    ---------             ---------             ---------             ---------
RECOVERIES:
- -----------
 REAL ESTATE                                             --                    --                      16                  --   
 CONSUMER                                                 365                    62                   484                   138
 LEASING                                                  218                   281                   501                   603
 COMMERCIAL AND OTHERS                                     29                  --                      64                     1
                                                    ---------             ---------             ---------             ---------
                                                          612                   343                 1,065                   742
                                                    ---------             ---------             ---------             ---------
NET CHARGE-OFFS:
- ----------------
 REAL ESTATE                                             --                     (50)                   14                  (111)
 CONSUMER                                              (1,231)               (1,106)               (2,699)               (1,610)
 LEASING                                               (1,789)                 (809)               (2,810)               (1,470)
 COMMERCIAL AND OTHERS                                   (120)                  (58)                 (220)                  (86)
                                                    ---------             ---------             ---------             ---------
                                                    $  (3,140)            $  (2,023)            $  (5,715)            $  (3,277)
                                                    ---------             ---------             ---------             ---------
LOANS:
- ------
 OUTSTANDING AT DECEMBER 31,                        $ 564,788             $ 566,126             $ 564,788             $ 566,126
                                                    ---------             ---------             ---------             ---------
 AVERAGE                                            $ 558,624             $ 568,393             $ 566,330             $ 561,555
                                                    ---------             ---------             ---------             ---------
RATIOS:
- -------
 RECOVERIES TO CHARGE-OFF'S                              16.3%                 14.5%                 15.7%                 18.5%
                                                    ---------             ---------             ---------             ---------
 NET CHARGE-OFFS TO AVERAGE LOANS                        2.25%                 1.42%                 2.02%                 1.17%
                                                    ---------             ---------             ---------             ---------
 ALLOWANCE FOR LOAN LOSSES TO TOTAL LOANS                1.72%                 1.26%                 1.72%                 1.26%
                                                    ---------             ---------             ---------             ---------
</TABLE>

<TABLE>
<CAPTION>
TABLE 11 - NON-PERFORMING ASSETS ( AT DECEMBER 31, )
- ----------------------------------------------------------------------------------------------------------------------------------
NON-PERFORMING ASSETS:                                                                   %                                    %
- ----------------------                                                                 -----                                ------
<S>                                                              <C>                   <C>            <C>                   <C>
 -REAL ESTATE LOANS                                              $11,707                53.7%         $ 9,035                39.3%
 -CONSUMER LOANS                                                     660                 3.0%           2,080                 9.0%
 -COMMERCIAL LOANS                                                   839                 3.8%             989                 4.3%
 -FINANCING LEASES                                                 8,588                39.5%          10,883                47.4%
                                                                 -------               ------         -------               ------
NON-PERFORMING LOANS                                              21,794               100.0%          22,987               100.0%
                                                                 -------               ------         -------               ------

NON-PERFORMING LOANS                                              21,794                94.8%          22,987                92.4%
FORECLOSED REAL ESTATE                                               316                 1.4%             567                 2.3%
REPOSSESSED VEHICLES                                                 613                 2.7%           1,158                 4.7%
REPOSSESSED  EQUIPMENT                                               270                 1.2%             169                 0.7%
                                                                 -------               ------         -------               ------
                                                                 $22,993               100.0%         $24,881               100.0%
                                                                 -------               ------         -------               ------
RATIOS:
- -------
NON-PERFORMING LOANS TO TOTAL LOANS                                3.86%                                4.06%
                                                                 -------                               ------
ALLOWANCE TO NON-PERFORMING LOANS                                 44.48%                               31.02%
                                                                 -------                               ------
ALLOWANCE TO NON-PERFORMING LOANS (EXCLUDING MORTGAGE)            96.09%                               51.11%
                                                                 -------                               ------
NON-PERFORMING ASSETS TO TOTAL ASSETS                              1.58%                                2.07%
                                                                 -------                               ------
NON-PERFORMING ASSETS TO TOTAL CAPITAL                            20.76%                               24.56%
                                                                 -------                               ------
</TABLE>


                                      21

<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK AND ASSET/LIABILITY MANAGEMENT

The Group's Interest rate risk and asset/liability management are the 
responsibility of the Asset and Liability Management Committee ("ALCO"), 
which reports to the Board of Directors and is comprised of members of the 
Group's senior management. The principal objective of ALCO is to enhance 
profitability while maintaining an appropriate level of interest rate risk. 
ALCO is also involved in the formulating economic projections and a strategy 
used by the Group in its planning and budgeting process; and oversees the 
Group's sources, uses and pricing of funds.

Interest rate risk can be defined as the exposure of the Group's operating 
results or financial position to adverse movements in market interest rates 
which mainly occurs when assets and liabilities reprice at different times 
and at different rates. This difference is commonly referred to as a 
"maturity mismatch" or "gap". The Group employs various techniques to assess 
the degree of interest rate risk. 

The Group is liability sensitive due to its fixed rate and medium-term asset 
composition being funded with shorter-term repricing liabilities. As a 
result, the Group utilizes interest rate swaps and caps as a hedging 
mechanism to offset said mismatch and control exposures of interest rate 
risk. Under the swaps, the Group pays a fixed annual cost and receives a 
floating ninety-day payment based on LIBOR. Floating rate payments received 
from the swap counterparty correspond to the floating rate payments made on 
the borrowings or notes thus resulting in a net fixed rate cost to the Group. 
Interest rate caps provide protection against increases in interest rates 
above cap rates.

The Group is exposed to a reduction in the level of Net Interest Income 
("NII") in a rising interest rate environment. NII will fluctuate pursuant to 
changes in the levels of interest rates and of interest sensitive assets and 
liabilities. If (1) the weighted average rates in effect at December 31, 1998 
remained constant, or increased or decreased on an instantaneous and 
sustained change of plus or minus 200 basic points, and (2) all scheduled 
repricing, reinvestments and estimated prepayments, and reissuances are at 
such constant, or increased or decrease accordingly; NII will fluctuate as 
shown on the table below:

<TABLE>
<CAPTION>
                              (IN THOUSANDS)
- --------------------------------------------------------------------------------
       CHANGE IN               EXPECTED              AMOUNT           PERCENT
     INTEREST RATE               NII(1)              CHANGE           CHANGE
- -----------------------    -----------------    ---------------    -------------
<S>                        <C>                  <C>                <C>
     BASE SCENARIO                  $46,839            $    --               --
  + 200 Basis points                 41,991             (4,848)          -10.35%
  - 200 Basis points                 51,172            $ 4,333             9.25%
</TABLE>

NOTE:
- -----

1.  The NII figures showed exclude the effect of the amortization of loan 
    fees.

LIQUIDITY RISK MANAGEMENT

Liquidity refers to the level of cash, eligible investments easily converted 
into cash and available lines of credit available to meet unanticipated 
requirements. The objective of the Group's liquidity management is to ensure 
sufficient cash flow to fund the origination and acquisition of assets, the 
repayment of deposit withdrawals and the wholesale borrowings maturities, and 
meet operating expenses. Other objectives pursued in the Group's liquidity 
management are the diversification of funding sources and the control of 
interest rate risk. Management tries to diversify the sources of financing 
used by the Group to avoid undue reliance on any particular source.

At the end of the second quarter of fiscal 1999, the Group's liquidity was 
deemed appropriate. It included $48.5 million available from unused lines of 
credit with other financial institutions and $42.3 million of borrowing 
potential with the FHLB. The Group's liquidity position is reviewed and 
monitored by the ALCO Committee on a regular basis. Management believes that 
the Group will continue to maintain adequate liquidity levels in the future.

The Group's principal sources of funds are net deposit inflows, loan 
repayments, mortgage-backed and investment securities principal and interest 
payments, reverse repurchase agreements, FHLB advances and other borrowings. 
The Group has obtained long-term funding through the issuance of notes and 
long-term reverse repurchase agreements. The Group's principal uses of funds 
are the origination and purchase of loans, the purchase of mortgage-backed 
and investment securities, the repayment of maturing deposits and borrowings.


                                      22

<PAGE>

YEAR 2000 READINESS DISCLOSURE

As discussed on page 28 in the Group's Fiscal 1998 Annual Report on Form 
10-K, the Group initiated a firm-wide program (the "Year 2000 Program") to 
prepare its computer programs, applications and infrastructure for properly 
processing dates after December 31, 1999. The Group's Year 2000 Program is 
proceeding on schedule and it is the Group's expectation that it will have 
its firm-wide Year 2000 solution in place by June 30, 1999, in accordance 
with regulatory guidelines.

PART - 2

ITEM 1.  LEGAL PROCEEDINGS

The Group and its subsidiaries are defendants in a number of legal claims 
under various theories of damages arising out of, and incidental to its 
business. The Group is vigorously contesting those claims. Based upon a 
review with legal counsel and the development of these matters to date, 
management is of the opinion that the ultimate aggregate liability, if any, 
resulting from these claims will not have a material adverse effect on the 
Group's financial position or the result of operations.

ITEM 2.  CHANGES IN SECURITIES - NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE

ITEM 5.  OTHER INFORMATION - NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A-FINANCIAL STATEMENTS SCHEDULES

No schedules are presented because the information is not applicable or is 
included in the Consolidated Financial Statements or in the notes thereto 
described in 6(c) below.

B-REPORTS ON FORM 8-K

No current reports on Form 8-K were filed with the Securities and Exchange 
Commission during the quarter ended December 31, 1998.

C-EXHIBITS

No exhibits were filed as part of this Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

ORIENTAL FINANCIAL GROUP INC.

Date:   February 12, 1999                   By: /s/ Jose E. Fernandez
        -----------------                       ---------------------
                                                Jose E. Fernandez
                                                Chairman of the Board, 
                                                President, and CEO


Date:   February 12, 1999                   By: /s/ Rafael Valladares
        -----------------                       ---------------------
                                                Rafael Valladares, CPA
                                                Senior Vice President and 
                                                Controller


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