FIRST BANCORP /PR/
10-Q, 1999-11-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: FVNB CORP, 10-Q, 1999-11-12
Next: TIME WARNER TELECOM INC, 10-Q, 1999-11-12



3

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



                    Quarterly Report Pursuant to Section 130
                     of the Securities Exchange Act of 1934


For the Quarter ended                                  Commission File 001-14793
September 30, 1999

                                 First BanCorp.
                (Exact name of bank as specified in its charter)


 Puerto Rico                                                   66-0561882
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                       1519 Ponce de Leon Avenue, Stop 23
                           Santurce, Puerto Rico 00908
                    (Address of principal office) (Zip Code)


                  Bank's telephone number, including area code:



                                 (787) 729-8200


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

Number of shares of the Corporation's Common Stock outstanding as of
November 11, 1999

                                 28,496,452



<PAGE>


                                  FIRST BANCORP
                                    CONTENTS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

PART I.  FINANCIAL INFORMATION                                                  PAGE


                  Item 1. Financial Statements:

                  Consolidated Statements of Financial
                      Condition as of September 30, 1999 and
                     December 31, 1998.................................................................3

                  Consolidated Statements of Income for the
                      three and nine months ended on September 30, 1999 and 1998.......................4

                  Consolidated Statements of Comprehensive Income for the
                      three and nine months ended on September 30, 1999 and 1998.......................5

                  Consolidated Statements of Cash Flows
                     for the nine months ended on September 30, 1999 and 1998..........................6

                  Consolidated Statements of Changes in
                     Stockholders' Equity..............................................................7

                  Notes to Consolidated Financial Statements...........................................8

                  Item 2. Management's Discussion and
                            Analysis of Financial Condition
                            and Results of Operations.................................................17

                  Item 3. Quantitative and Qualitative Disclosures About Market Risk..................31

PART II. OTHER INFORMATION

                  Item 1. Legal Proceedings...........................................................32

                  Item 2. Changes in Securities.......................................................32

                  Item 3. Defaults Upon Senior Securities.............................................32

                  Item 4. Submission of Matters to a Vote
                            of Security Holders.......................................................32

                  Item 5. Other Information...........................................................32

                  Item 6. Exhibits and Report on Form 8-K.............................................32

SIGNATURES............................................................................................33

</TABLE>

<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                                       September 30,          December 31,
                                                                               1999                 1998
                                                                      ----------------------------------
                                                                        (Unaudited)
Assets
Cash and due from depository institutions                            $     43,460,680       $   39,416,097
                                                                     ----------------       --------------
Money market instruments
    Deposits at interest with banks                                         2,213,243              525,669
    Securities purchased under agreement to resell                         17,421,000         ____________
                                                                    -----------------
                                                                           19,634,243              525,669
                                                                    -----------------  -------------------
Debt securities available for sale, at market:
    United States and Puerto Rico Government obligations                  319,222,900          268,611,106
    Mortgage backed securities                                          1,042,336,905        1,492,538,909
    Other investment                                                       16,958,431            1,620,000
                                                                    -----------------  -------------------
        Total debt securities available for sale                        1,378,518,236        1,762,770,015
                                                                      ---------------     ----------------
Debt securities held to maturity, at cost:
    United States and Puerto Rico Government  obligations                  95,760,355           26,921,836
    Mortgage backed securities                                            206,615,183         ____________
                                                                     ----------------
                                                                          302,375,538           26,921,836
                                                                     ----------------    -----------------
Federal Home Loan Bank (FHLB) stock                                        17,826,500           10,270,600
                                                                    -----------------    -----------------
Loans held for sale                                                        32,532,750           20,641,628
Loans receivable                                                        2,492,844,653        2,099,412,756
                                                                      ---------------      ---------------
    Total loans                                                         2,525,377,403        2,120,054,384
Allowance for loan losses                                                 (72,135,828)         (67,854,066)
                                                                     ----------------     ----------------
    Total loans - net                                                   2,453,241,575        2,052,200,318
                                                                      ---------------      ---------------
Other real estate owned                                                       484,859            3,642,525
Premises and equipment - net                                               56,906,520           51,537,192
Accrued interest receivable                                                18,308,865           10,738,072
Due from customers on acceptances                                           3,160,237            2,392,338
Other assets                                                               79,865,480           56,937,413
                                                                    -----------------    -----------------
        Total assets                                                  $ 4,373,782,734      $ 4,017,352,075
                                                                      ===============      ===============
Liabilities and Stockholders' Equity
Liabilities:
    Non-interest bearing deposits                                     $   173,487,125     $    173,103,709
    Interest bearing deposits                                           2,156,826,877        1,601,941,185
    Federal funds purchased and securities
      sold under agreements to repurchase                               1,442,366,311        1,623,697,988
    Other short-term borrowings                                            50,032,928           86,594,710
    Advances from FHLB                                                                           2,600,000
    Notes payable                                                          85,500,000          118,100,000
    Bank acceptances outstanding                                            3,160,237            2,392,338
    Accounts payable and other liabilities                                 60,818,836           39,058,247
                                                                    -----------------    -----------------
                                                                        3,972,192,315        3,647,488,177
Subordinated notes                                                         93,577,080           99,495,830
                                                                    -----------------    -----------------
Stockholders' equity:
    Preferred stock, authorized 50,000,000 shares; issued and
     outstanding 3,600,000 shares at $25.00 liquidation value per share     90,000,000          __________
                                                                       ---------------
    Common stock, $1.00 par value, authorized 250,000,000 shares;
      issued 29,612,552 shares                                             29,612,552           29,599,552
    Less: Treasury Stock (1,043,900 shares at par)                         (1,043,900)            (100,000)
                                                                     ----------------    -----------------
    Common stock outstanding                                               28,568,652           29,499,552
                                                                      ---------------      ---------------
    Additional paid-in capital                                             20,086,649           23,575,936
    Capital reserve                                                        30,000,000           30,000,000
    Legal surplus                                                         126,792,514           53,454,469
    Retained earnings                                                      66,085,854          125,088,180
    Accumulated other comprehensive income - unrealized gain (loss)
        on securities available for sale, net of tax                      (53,520,330)           8,749,931
                                                                     ----------------  -------------------
                                                                          308,013,339          270,368,068
                                                                     ----------------     ----------------
Contingencies and commitments                                            ____________         ____________
        Total liabilities and stockholders' equity                     $4,373,782,734       $4,017,352,075
                                                                       ==============       ==============
The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>


34
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  FIRST BANCORP
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                         Three Months Ended              Nine Months Ended
                                                 September 30,      September 30,   September 30,   September 30,
                                                       1999              1998           1999             1998

Interest income:
  Loans                                           $66,682,290        $56,962,765     $189,612,961      $171,246,717
  Investments                                      27,477,878         22,699,050       78,463,053        63,167,241
  Dividends on FHLB stock                             314,978            185,096          797,529           561,948
                                               --------------      ------------- ----------------      ------------
     Total interest income                         94,475,146         79,846,911      268,873,543       234,975,906
                                                 ------------       ------------    -------------     -------------

Interest expense:
  Deposits                                         24,845,841         17,782,569       63,692,990        52,049,176
  Short term borrowings                            19,622,306         18,551,123       57,255,173        49,992,440
  Long term borrowings                              3,217,907          3,700,889       10,198,160        11,320,082
                                                -------------     --------------    --------------    --------------
     Total interest expense                        47,686,054         40,034,581      131,146,323       113,361,698
                                                 ------------      -------------     -------------    -------------
Net interest income                                46,789,092         39,812,330      137,727,220       121,614,208

Provision for loan losses                          11,016,500         21,420,000       37,766,000        57,087,000
                                                  -----------       ------------     ------------      ------------

Net interest income after provision
  for loan losses                                  35,772,592         18,392,330       99,961,220        64,527,208
                                                 ------------       ------------     ------------      ------------

Other income:
  Service charges on deposit accounts               2,310,283          2,028,851        6,271,661         5,944,199
  Fees on loans serviced for others                   193,839            380,270          682,146         1,315,338
  Other fees on loans                               3,524,951          2,903,122        9,441,374         8,344,659
   Mortgage banking activities                         (5,796)            (2,380)           5,753                98
  Trading income                                                       2,364,063           75,000         2,614,063
  Gain on sale of investments                          40,297          9,703,028        1,348,583        21,386,097
  Other operating income                            2,457,510          1,543,263        6,390,820         4,915,913
                                                -------------      -------------    -------------     -------------
     Total other income                             8,521,084         18,920,217       24,215,337        44,520,367
                                                -------------       ------------     ------------      ------------

Other operating expenses:
  Employees' compensation and benefits             12,069,042         11,220,248       34,637,628        31,959,419
  Occupancy and equipment                           5,216,581          4,593,668       14,660,489        12,653,728
  Taxes and insurance                               1,632,098          1,621,421        4,895,071         5,037,303
  Other                                             6,965,808          5,945,092       19,588,595        17,693,602
                                                -------------     --------------    -------------    --------------
     Total other operating expenses                25,883,529         23,380,429       73,781,783        67,344,052
                                                 ------------      -------------    -------------     -------------

Income before income tax provision                 18,410,146         13,932,118       50,394,774        41,703,523
Income tax provision                                2,202,000            867,500        4,651,900         3,577,500
                                                 ------------    ---------------    -------------     -------------

Net income                                       $ 16,208,146      $  13,064,618      $45,742,874     $  38,126,023
                                                 ============      =============      ===========     =============

Net income per common share - basic          $          0.50   $            0.44   $         1.48     $        1.29
                                             ===============   =================   ==============     =============
Net income per common share - diluted        $          0.50   $            0.44   $         1.47     $        1.28
                                             ===============   =================   ==============     =============

The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)

                                                         Three Months Ended                 Nine Months Ended
                                                   September 30,     September 30,     September 30,      September 30,
                                                         1999            1998             1999                1998
Net income                                           $ 16,208,146       $13,064,618      $ 45,742,874       $38,126,023
                                                     ------------       -----------      ------------       -----------

Other comprehensive income net of tax:
 Unrealized gain (losses) on securities:
     Unrealized holding gains (losses)                (10,487,271)       16,368,603       (61,373,043)       19,775,710
       arising during the period
     Less: reclassification adjustment
       for gains included in net income                 _________         4,375,138           897,218        10,255,551
                                                                       ------------    --------------      ------------

Total other comprehensive income                      (10,487,271)       11,993,465       (62,270,261)        9,520,159
                                                      -----------      ------------       -----------     -------------

Comprehensive income                                   $5,720,875       $25,058,083      $(16,527,387)      $47,646,182
                                                       ==========       ===========      ============       ===========


The accompanying notes are an integral part of these statements.
</TABLE>



<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  FIRST BANCORP
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                                                                   Nine Months   Nine Months
                                                                                       Ended           Ended
                                                                            September 30, 1999  September 30, 1998

Cash flows from operating activities:
  Net income                                                                   $  45,742,874    $  38,126,023
                                                                               -------------    -------------
  Adjustments to reconcile net income to net cash:
    Depreciation                                                                   5,573,257        5,251,295
    Provision for loan losses                                                     37,766,000       57,087,000
    Increase (decrease) in taxes payable                                           3,556,881         (579,551)
    Increase in deferred tax assets                                               (5,650,996)      (7,929,823)
    Increase (decrease) in accrued interest receivable                            (7,570,793)       5,135,487
    Increase in accrued interest payable                                           6,231,229        1,495,339
    Amortization of deferred net loan fees                                          (776,174)        (186,419)
    Net gain on sale of investments securities                                    (1,348,583)     (21,386,097)
    Originations of loans available for sale                                     (12,961,662)      (4,920,412)
    Proceeds from sale of loans                                                    1,266,787
    Decrease (increase)  in other assets                                           1,973,497       (3,035,119)
    Increase in other liabilities                                                 13,089,273        3,975,397
                                                                                ------------       ----------
       Total adjustments                                                          41,148,716       34,907,097
                                                                               -------------     ------------
       Net cash provided by operating activities                                  86,891,590       73,033,120
                                                                                ------------       ----------
Cash flows from investing activities:
  Principal collected on loans                                                   513,486,123      523,058,759
  Loans originated                                                              (952,964,932)    (664,004,860)
  Purchase of loans                                                                 (196,247)      (1,330,497)
  Proceeds from sale of investments                                                9,570,777      188,049,948
  Maturities of investment securities and money market instruments             5,192,189,558    5,312,445,640
  Purchases of investment securities and money market instruments             (5,193,749,261)  (5,610,247,904)
  Additions to premises and equipment - net                                      (10,942,585)      (7,679,344)
  Proceeds from sale of real estate owned                                          3,594,699          347,000
  Proceeds from sale of auto repossessions                                        12,816,815       17,633,912
  Investment in FHLB stock                                                        (7,555,900)        (120,300)
                                                                            ---------------- ----------------
       Net cash used in investing activities                                    (433,750,953)    (241,847,646)
                                                                              --------------      --------------
Cash flows from financing activities:
  Proceeds from issuance of certificates of deposits and savings
   accounts                                                                    2,458,029,865      894,940,758
  Payments for maturing certificates of deposits and withdrawals
   of savings accounts                                                        (1,839,737,366)    (759,407,677)
  Interest credited to deposits                                                  (66,734,505)     (38,803,082)
  Proceeds from federal funds purchased and securities sold under
   repurchase agreements                                                      12,632,698,893   10,342,345,938
  Payment/maturities of federal funds purchased and securities sold
   under repurchase agreements                                               (12,814,379,466) (10,128,442,465)
  FHLB-NY advances paid                                                           (2,600,000)      (2,000,000)
  Payments of term and notes payable                                             (38,518,750)     (14,250,000)
  Proceeds from term notes and notes payable issued                                                    54,255
  Decrease in other borrowings                                                   (36,561,782)    (125,061,139)
  Net decrease in demand deposit accounts                                          3,711,113        8,789,688
  Decrease in debt securities issuance cost                                          823,284       (1,050,930)
  Repurchase of common stock                                                                       (3,656,420)
  Dividends                                                                      (10,518,154)      (6,658,365)
  Exercise of stock options                                                          176,313          196,501
  Issuance of preferred stock                                                     86,819,350
  Treasury stock acquired                                                        (22,304,851)
                                                                                ------------   --------------
       Net cash provided by financing activities                                 350,903,946      166,997,062
                                                                                ------------   --------------
  Net increase (decrease) in cash and cash equivalents                             4,044,583       (1,817,464)
  Cash and cash equivalents at beginning of period                                39,416,097       37,666,068
                                                                                ------------   --------------
  Cash and cash equivalents at end of period                                   $  43,460,680   $  35,848,604
                                                                               =============   =============

Supplemental  disclosures  of cash flow  information:  Cash paid during the year
  for:
    Interest                                                                    $124,915,094     $111,866,359
    Income taxes                                                                   5,618,337          600,000
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  FIRST BANCORP
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                                                                                                                Unrealized
                                                                                                                 gain(loss)
                                                             Additional                                        on securities
                                   Preferred      Common      paid-in    Capital       Legal        Retained     available
                                     stock         stock      capital    reserve      surplus       earnings     for sale

December 31, 1996          $                $  15,116,651$ 38,599,962  $10,000,000   $49,106,995  $77,711,586       $ 607,119
Net income                                                                                         47,527,552
Change in valuation of
  securities available for sale                                                                                    11,424,325
Addition to legal surplus                                                              4,347,474   (4,347,474)
Addition to capital reserve                                             10,000,000                (10,000,000)
Repurchase of common stock                     (247,825)     (495,650)                             (6,156,347)
Stock option exercised                           33,000       349,249
Cash dividends                                                                                     (7,197,417)
                               ------------  ----------     --------- -------------  -----------    ----------     ----------
December 31, 1997                            14,901,826    38,453,561   20,000,000    53,454,469   97,537,900      12,031,444

Net income                                                                                         51,812,387
Change in valuation of
  securities available for sale                                                                                    (3,281,513)
Addition to capital reserve                                             10,000,000                (10,000,000)
Repurchase of common stock                     (108,800)     (217,600)                             (3,330,024)
Treasury stock                                 (100,000)      (50,000)                             (2,061,250)
Stock option exercised                           10,000       186,501
Cash dividends                                                                                     (8,870,832)
Common stock split
 on May 29, 1998                             14,796,526   (14,796,526)  __________    __________ ___________       __________
                         ----------------- ------------   -----------
December 31, 1998                            29,499,552    23,575,936   30,000,000    53,454,469  125,088,180       8,749,931


(Unaudited)
Net income for the period ended
 September 30, 1999                                                                                45,742,874
Change in valuation of
  securities available for sale                                                                                   (62,270,261)
Issuance of preferred stock     90,000,000                 (3,180,650)
Addition to legal surplus                                                             73,338,045  (73,338,045)
Treasury stock                                 (943,900)     (471,950)                            (20,889,002)
Stock options exercised                          13,000       163,313
Cash dividends:
    Common stock                                                                                   (7,846,278)
    Preferred stock             __________   __________    __________   __________    __________   (2,671,875)      _________
                                                                                                -------------
September 30, 1999             $90,000,000  $28,568,652   $20,086,649  $30,000,000  $126,792,514 $ 66,085,854    $(53,520,330)
                               ===========  ===========   ===========  ===========  ============ ============    =============


The accompanying notes are an integral part of these statements.

</TABLE>


<PAGE>


                                  FIRST BANCORP

               PART I - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1 - NATURE OF BUSINESS

         First  BanCorp (the  Corporation)  was  organized on October 1st,  1998
under the laws of the  Commonwealth  of Puerto Rico to serve as the bank holding
company for FirstBank  Puerto Rico  (FirstBank or the Bank). As a result of this
reorganization  each of the  Bank's  outstanding  shares  of  common  stock  was
converted into one share of common stock of the new bank holding company.  First
BanCorp  is  subject  to  the  Federal  Bank  Holding  Company  Act  and  to the
regulations, supervision, and examination of the Federal Reserve Board.

         FirstBank, the Corporation's subsidiary, is a commercial bank chartered
under the laws of the Commonwealth of Puerto Rico. Its main office is located in
San Juan,  Puerto Rico, and has 42 full service banking  branches in Puerto Rico
and two in the U.S.  Virgin  Islands.  It also has loan  origination  offices in
Puerto Rico focusing on consumer  loans.  In addition,  through its wholly owned
subsidiaries,  FirstBank  operates other offices in Puerto Rico  specializing in
small personal loans,  finance leases and vehicle rental. The Bank is subject to
the supervision, examination and regulation by the Office of the Commissioner of
Financial  Institutions  of  Puerto  Rico  and  the  Federal  Deposit  Insurance
Corporation  (FDIC),  which insures its deposits through the Savings Association
Insurance Fund (SAIF).

2 - ACCOUNTING POLICIES

         The  accounting  and  reporting  policies  of the  Corporation  and its
subsidiaries  conform with generally  accepted  accounting  principles,  and, as
such,  include  amounts based on judgments,  estimates and  assumptions  made by
Management  that affect the reported  amounts of assets and  liabilities  at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  periods.  Actual results could differ from those
estimates. The accompanying unaudited financial statements have been prepared in
accordance with the 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  December  31,  1998  contained  in the annual  report of the
Corporation.

         In the opinion of Management,  the accompanying  unaudited consolidated
statements of condition and the related  consolidated  statements of income,  of
comprehensive  income,  of cash flows,  and of changes in  stockholders'  equity
include all adjustments  (principally  consisting of normal recurring  accruals)
necessary for a fair  presentation of the  Corporation's  financial  position at
September  30, 1999,  and the results of  operations  and the cash flows for the
three and nine  months  ended on  September  30,  1999 and 1998.  The results of
operations  for the three and nine months  ended on  September  30, 1999 are not
necessarily indicative of the results to be expected for the entire year.

3 - STOCKHOLDERS' EQUITY

         Authorized  common stock shares at September  30, 1999 and December 31,
1998 were 250,000,000, with a par value of $1.00. The Corporation has 28,568,652
shares issued and outstanding of common stock.

         Preferred stock

         The  Corporation  has 50,000,000  shares of authorized  preferred stock
with a par value of $1.  This  stock may be issued in series  and the  shares of
each  series  shall have such  rights and  preferences  as shall be fixed by the
Board of Directors when authorizing the issuance of that particular  series.  On
April 30, 1999, the Corporation  issued 3,600,000 shares of preferred stock. The
liquidation  value per share is $25.00.  Annual dividends of $1.78125 per share,
are payable monthly, if declared by the board of directors.
<PAGE>

4 - EARNINGS PER COMMON SHARE

     The calculations of earnings per common share for the three and nine months
ended on September 30, 1999 and 1998 are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                    Three months ended               Nine months ended
                                                                     September  30,                     September 30,
                                                                       1999          1998           1999         1998

(In thousands, except per share data)

Net income                                                          $16,208        $13,065         $45,743      $38,126

Less: Preferred stock dividend                                       (1,603)        ______          (2,672)      ______
                                                                   --------                       --------

Net income - attributable to common stockholders                    $14,605        $13,065         $43,071      $38,126
                                                                    =======        =======         =======      =======

    Earnings per common share - basic:

Weighted average common shares outstanding                           28,971         29,597          29,123       29,608
                                                                   --------        -------         -------      -------

Earnings per common share - basic                                 $    0.50       $   0.44        $   1.48     $   1.29
                                                                  =========       ========        ========     ========

    Earnings per common share - diluted:

Weighted average common shares and share equivalents:
    Average common shares outstanding                                28,971         29,597          29,123       29,608
    Common stock equivalents - Options                                  243            295             265          267
                                                                  ---------     ----------        --------    ---------
         Total                                                       29,214         29,892          29,388       29,875
                                                                   --------       --------         -------      -------

Earnings per common share - diluted                                $   0.50      $    0.44         $  1.47      $  1.28

                                                                   ========      =========         =======      =======
</TABLE>

         Stock options outstanding under the Corporation's stock option plan for
officers  are  common  stock  equivalents  and,  therefore,  considered  in  the
computation  of earnings  per common share - diluted.  Common stock  equivalents
were computed using the treasury stock method.

         The stock option plan must be recognized either by the fair value based
method or the intrinsic value based method.  The Corporation  uses the intrinsic
value based  method of  accounting.  Under the  intrinsic  value  based  method,
compensation cost is the excess, if any, of the quoted market price of the stock
at grant date or other  measurement date over the amount an employee must pay to
acquire the stock. If material,  entities using the intrinsic value based method
on awards granted to employees must make pro forma disclosures of net income and
earnings  per share,  as if the fair value based method of  accounting  had been
applied. Under the fair value based method, compensation cost is measured at the
grant date based on the value of the award and is  recognized  over the  service
period, which is usually the vesting period.

         During the three and nine months  periods  ended on September 30, 1999,
the Corporation granted 15,000 and 20,500 options,  respectively,  to buy shares
of the Corporation's common stock. Each option granted during the three and nine
months ended on September  30, 1999 has an exercise  price of $22.56 and $23.55,
respectively,  equal to the quoted  market price of the stock at the grant date,
therefore no compensation cost was recognized on the options granted. During the
nine months period ended on September 30, 1998, the Corporation  granted 117,000
options to buy shares of the Corporation's  common stock. Each option granted in
1998 has a weighted  exercise price of $23.36,  equal to the quoted market price
of the stock at the grant date, therefore no compensation cost was recognized on
the options granted. No options were granted during the third quarter of 1998.

         Had  compensation  cost for the stock options  granted been  determined
based on the fair  value at the grant  date the  Corporation's  net  income  and
earnings  per share would have been reduced to the pro forma  amounts  indicated
below:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Pro forma earnings per common share                               Three months ended               Nine months ended
                                                                        September 30,                 September 30,
(In thousands except per share data)                              1999              1998           1999             1998
                                                               ---------         --------       ---------        -------

Net income - attributable to common stockholders                $14,482          $13,065         $42,887        $37,205

Earnings per common share - basic                                 $0.50            $0.44           $1.47          $1.26

Earnings per common share - diluted                               $0.50            $0.44           $1.46          $1.25
</TABLE>

         The Corporation uses the binomial model for the computation of the fair
value of each option  granted to buy shares of the  Corporation's  common stock.
The fair  value of each  option  granted  during  the third  quarter of 1999 was
estimated using the following  assumptions:  dividend growth of 22.4%;  expected
life of 10 years;  expected  volatility of 31.8% and risk-free  interest rate of
5.8%. The estimated fair value of the options granted was $8.17 per option.

         The fair value of each  option  granted  during the nine month  periods
ended  on  September  30,  1999  and  1998 was  estimated  using  the  following
assumptions: weighted dividend growth of 22.3% (1999) and 21.2% (1998); expected
life of 10 years;  weighted expected volatility of 33.0% (1999) and 28.6% (1998)
and  weighted  risk-free  interest  rate of 5.6%  (1999)  and 5.4%  (1998).  The
weighted  estimated fair value of the options granted was $8.98 (1999) and $7.87
(1998) per option.

5- DEBT SECURITIES HELD FOR TRADING

     At September 30, 1999 and December 31, 1998,  there were no securities held
for trading purposes or options on such securities.

         The net gain from the sale of trading  securities  amounted  to $75,000
during  the  nine  months  ended on  September  30,  1999,  and  $2,364,063  and
$2,614,063   during  the  three  and  nine  months  ended  September  30,  1998,
respectively.  These  earnings were included as trading  income.  No net revenue
from the sale of trading  securities  was recorded  during the third  quarter of
1999.

6 - DEBT SECURITIES

         The amortized  cost,  gross  unrealized  gains and losses,  approximate
market value,  taxable equivalent  weighted average yield and maturities of debt
securities were as follows:

Debt securities available for sale
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Debt securities available for sale
                                                                  (Dollars in thousands)
                                            September 30, 1999                            December 31, 1998
                                                                    Weighted                                          Weighted
                            Amortized     Unrealized        Market   Average  Amortized       Unrealized      Market   average
                              cost       gains  (losses)    value    yield%     cost        gains( losses)    value     yield%
U.S. Treasury Securities:
     After 5 to 10 years     $39,565           $(3,102)     $36,463   4.90
     After 10 years           67,446            (6,325)      61,122   5.89
Obligations of other U.S.
 Government Agencies:
     Within 1 year           193,134    $78                 193,213   5.57   $240,040      $ 51             $240,091    5.00
     After 10 years           26,986            (3,636)      23,350   8.42     25,619              $(159)     25,460    8.32
Puerto Rico Government
 Obligations:
     After 10 years            5,328    ___       (252)       5,076   6.98      2,964        96     ____       3,060    7.18
                         -----------       -----------  -----------       -----------    ------          -----------
Total                       $332,459    $78   $(13,315)    $319,224   5.81   $268,623      $147    $(159)   $268,611    5.35
                            ========    ===   ========     ========          ========      ====    =====    ========

Mortgage  backed  securities-  Federal Home Loan  Mortgage  Corporation  (FHLMC)
certificates:
  Within 1 year            $     976          $     (2)    $    974   5.78 $    4,564    $   19            $   4,583    7.84
  After 1 to 5 years           1,114               (10)       1,104   8.22      1,001         9                1,010    8.14
  After 5 to 10 years          9,936              (170)       9,767   7.04     10,169       149               10,318    7.68
  After 10 years              24,340   $106      _____       24,445   9.42     32,363       802               33,166    9.07
                         -----------   ----                --------       -----------    ------ --------  ----------
                              36,366    106       (182)      36,290   8.64     48,097       979              49,077     8.64
                         -----------  -----       ------ --------            ----------- ------  -------  ----------

Government National
 Mortgage Association
(GNMA) certificates:
  After 5 to 10 years          3,759      8                   3,767   6.47
  After 10 years           1,043,669  1,266    (60,301)     984,634   7.07  1,411,369     9,936    $(357)  1,420,947    6.91
                           ---------  -----   --------      -------         ---------     -----    -----   ---------
                           1,047,428  1,274    (60,301)     988,401   7.07  1,411,369     9,936     (357)  1,420,947    6.91
                           --------- ------   --------      -------         ---------     -----   ------   ---------
Federal National
 Mortgage Association
(FNMA) certificates:
  Within 1 year                1,040                (4)       1,036   4.96        157         1                  158    8.23
  After 1 to 5 years             732      3                     736   8.89      2,691        30                2,721    8.40
  After 5 to 10 years            211                (3)         208   8.16        274        11                  285   10.28
  After 10 years              11,796    392        (48)      12,139  10.39     14,299       605      (10)     14,894   10.35
                         ----------- ------      -----     --------          --------     -----    -----  ----------
                              13,779    395        (55)      14,119   9.86     17,421       646      (10)     18,058   10.02
                         ----------- ------      -----     --------          --------     -----    -----  ----------
Mortgage pass through
 certificates:
After 10 years                 2,478    676     ______        3,154   9.43       2,764      767    _____       3,530    9.33
                       ------------- ------             -----------          ---------  --------         -----------
<PAGE>

Real Estate Mortgage
 Interest Conduit:
  Within 1 year                  359      8                     368  17.53
  After 1 to 5 years        ________  _____    _______    _________               865        62                  927   11.63
                                                                        -------------     --------------------------
Total                     $1,100,410 $2,459   $(60,538)  $1,042,332   7.17 $1,480,516   $12,390    $(367) $1,492,539    7.02
                          ========== ======   ========   ==========        ==========   =======    =====  ==========

Other Investment:
   Within 1 year           $     367            $   (3)   $     364
   After 1 to 5 years          4,870   $  21      (156)       4,736  10.04
   After 5 to 10 years        11,771      88      ____       11,859   8.75     $1,964              $(344)     $1,620   15.76
                            --------  ------               --------            ------              -----      ------
                             $17,008    $109     $(159)     $16,959   8.93     $1,964              $(344)     $1,620   15.76
                             =======    ====     =====      =======            ======              =====      ======

Debt securities available for sale
                                                                  (Dollars in thousands)
                                            September 30, 1999                            December 31, 1998
                                                                    Weighted                                          Weighted
                            Amortized     Unrealized        Market   Average  Amortized       Unrealized      Market   average
                              cost       gains  (losses)    value    yield%     cost        gains( losses)    value     yield%
Obligations of other U.S.
 Government Agencies:
   Within 1 year                                                              $   500           $  (2)     $   498        3.37
   After 5 to 10 years          $10,000         $   (47)  $ 9,953     8.40
   After 10 years                82,224          (7,891)   74,333     9.21     23,051     $569              23,620       10.20
   Puerto Rico Government
    Obligations:
    After 10 years                3,536             (78)    2,750     7.52      3,371      204               3,575        7.41
                              ---------         ------- ---------           ---------   -------------     --------
   Total                        $95,760         $(8,016)  $87,036     9.06    $26,922    $ 773   $ (2)     $27,693        9.73
                                =======         =======   =======             =======    =====   ====      =======
Mortgage backed securities:
   Government National
   Mortgage Association
   (GNMA) certificates
      After 10 years           $206,615         $ (3,692)$202,923     8.25
                               ========         ======== ========
</TABLE>

         Maturities for mortgage  backed  securities are based upon  contractual
terms assuming no repayments. The weighted average yield on debt securities held
for  sale is based on  amortized  cost,  therefore  it does not give  effect  to
changes in fair value.

7 - INVESTMENT IN FHLB STOCK

         At September 30, 1999 and December 31, 1998,  there were investments in
FHLB  stock  with book  value and  estimated  market  value of  $17,826,500  and
$10,270,600,  respectively.  The estimated  market value of such investments are
their redemption values.

8- IMPAIRED LOANS

         At September 30, 1999, the  Corporation had $5.7 million ($14.3 million
at  December  31,  1998) in  commercial  and real estate  loans over  $1,000,000
considered  impaired with an allowance of $1.1 million ($3.8 million at December
31,  1998).  As of both  periods,  no increases in the provision for loan losses
were  necessary,  since the  allowance  provided  already  covered the estimated
impairment.  There were no consumer loans over $1,000,000 considered impaired as
of September 30, 1999 and December 31, 1998. The average recorded  investment in
impaired  loans amounted to $10.0 million for the nine months ended on September
30, 1999 (1998 - $13.0 million).  Interest income in the amount of approximately
$267,000 and $675,000 was  recognized on impaired  loans for the period ended on
September 30, 1999 and 1998, respectively.



<PAGE>


9 - LOANS RECEIVABLE

         The following is a detail of the loan portfolio:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                           September 30,           December 31,
                                                                                1999                   1998
                                                                         ------------------       --------------
Real estate loans:
Secured by first mortgages:
    Residential                                                           $  263,837,438          $  237,560,711
    Insured by government agencies:
       Federal Housing Administration and Veterans
         Administration                                                        6,510,574               8,185,232
       Puerto Rico Housing Bank and Finance Agency                            34,239,293              38,515,744
Secured by second mortgages                                                    5,743,045               4,956,196
                                                                          --------------         ---------------
                                                                             310,330,350             289,217,883
    Deferred loan and commitment fees - net                                   (6,098,468)            ( 6,848,311)
                                                                         ---------------         ---------------
Real estate loans                                                            304,231,882             282,369,572
                                                                           -------------           -------------

Construction, land acquisition and land improvements                         245,223,949             161,498,219
Undisbursed portion of loans in process                                     (125,891,633)            (98,535,025)
                                                                           -------------          --------------
Construction loans                                                           119,332,316              62,963,194
                                                                           -------------          --------------

Commercial loans:
    Commercial loans                                                         586,573,243             368,548,532
    Commercial mortgage                                                      378,989,771             332,219,186
                                                                          --------------          --------------
Commercial loans                                                             965,563,014             700,767,718
                                                                          --------------          --------------

Finance leases                                                                77,976,885              52,214,183
                                                                         ---------------          --------------

Consumer and other loans:
    Personal                                                                 439,048,800             463,052,946
    Personal lines of credit                                                   9,153,557               9,535,354
    Auto                                                                     524,732,745             512,116,471
    Boat                                                                      34,443,593              32,208,879
    Credit card                                                              165,662,616             125,955,592
    Home equity reserve loans                                                  2,666,246               3,385,220
    Unearned interest                                                       (150,081,510)           (145,284,440)
                                                                          --------------         ---------------
                                                                           1,025,626,043           1,000,970,022
Agency for International Development                                             114,513                 128,066
                                                                       -----------------      ------------------
Consumer and other loans                                                   1,025,740,556           1,001,098,088
                                                                          --------------          --------------
Loans receivable                                                           2,492,844,653           2,099,412,756
Loans held for sale                                                           32,532,750              20,641,628
                                                                        ----------------       -----------------
Total loans                                                                2,525,377,403           2,120,054,384
Allowance for loan losses                                                    (72,135,828)            (67,854,066)
                                                                        ----------------       -----------------
Total loans-net                                                           $2,453,241,575          $2,052,200,318
                                                                          ==============          ==============
</TABLE>


<PAGE>


10 - SEGMENT INFORMATION

          The  Corporation  has  three  reportable  segments:  Retail  business,
Treasury  and  Investments,   and  Commercial  Corporate  business.   Management
determined  the  reportable  segments  based on the internal  reporting  used to
evaluate  performance and to assess where to allocate  resources.  Other factors
such  as  the  Corporation's  organizational  chart,  nature  of  the  products,
distribution channels and the economic characteristics of the products were also
considered in the determination of the reportable segments.

          The Retail business segment is composed of the Corporation's  branches
and loan  centers  together  with the retail  products of deposits  and consumer
loans. Certain small commercial loans originated by the branches are included in
the Retail business. Consumer loans include loans such as personal,  residential
real estate, auto, credit card and small loans. Finance leases are also included
in Retail business.  The Commercial  Corporate segment is composed of commercial
loans and corporate services such as letters of credit and cash management.  The
Treasury and Investment  segment is responsible for the  Corporation  investment
portfolio and treasury functions.

     The accounting  policies of the segments are the same as those described in
Note 2 - "Summary of Significant Accounting Policies."

          The Corporation evaluates the performance of the segments based on net
interest income after the estimated  provision for loan losses. The segments are
also  evaluated  based on the  average  volume of its  earning  assets  less the
allowance for loan losses.

          The only intersegment transaction is the net transfer of funds between
the  segments  and  the  Treasury  and  Investment  segment.  The  Treasury  and
Investment  segment sells funds to the Retail and Commercial  Corporate segments
to finance  their  lending  activities  and  purchases  funds  gathered by those
segments.  The  interest  rates charge or credit by  Investment  and Treasury is
based on market rates.



<PAGE>


          The following table presents information about the reportable segments
(in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                               Treasury and      Commercial
                                                                   Retail      Investments         Corporate      Total
For the quarter ended September 30, 1999:
Interest income                                                    $47,155           $27,795         $19,525       $94,475
Net (charge) credit for transfer of funds                            2,185             9,682         (11,868)
Interest expense                                                   (16,094)          (31,591)                      (47,685)
Net interest income                                                 33,246             5,886           7,657        46,790
Provision for loan losses                                          (10,323)                             (694)      (11,017)
Segment income                                                      22,923             5,886           6,963        35,773
Average earning assets                                          $1,511,691        $1,720,446        $883,674    $4,115,811

For the period ended September 30, 1999:
Interest income                                                   $133,850           $79,267         $55,756      $268,873
Net (charge) credit for transfer of funds                            3,176            28,017         (31,194)
Interest expense                                                   (43,584)          (87,562)                     (131,146)
Net interest income                                                 93,442            19,722          24,562       137,727
Provision for loan losses                                          (35,560)                           (2,207)      (37,767)
Segment income                                                      57,882            19,722          22,355        99,960
Average earning assets                                          $1,427,073        $1,682,673        $780,189    $3,889,935

                                                                               Treasury and      Commercial
                                                                   Retail      Investments         Corporate      Total

For the quarter ended September 30, 1998:
Interest income                                                    $43,415           $22,884         $13,332       $79,631
Net (charge) credit for transfer of funds                            2,416             4,761          (7,177)
Interest expense                                                   (15,347)          (24,687)                      (40,034)
Net interest income                                                 30,484             2,958           6,155        39,597
Provision for loan losses                                          (20,952)                             (468)      (21,420)
Segment income                                                       9,532             2,958           5,687        18,177
Average earning assets                                          $1,373,719        $1,442,970        $529,503    $3,346,192

For the period ended September 30, 1998:
Interest income                                                   $132,398           $63,729         $38,302      $234,429
Net (charge) credit for transfer of funds                            4,308            16,815         (21,123)
Interest expense                                                   (45,024)          (68,335)                     (113,359)
Net interest income                                                 91,682            12,209          17,179       121,070
Provision for loan losses                                          (55,804)                           (1,283)      (57,087)
Segment income                                                      35,878            12,209          15,896        63,983
Average earning assets                                          $1,371,767        $1,328,127        $537,489    $3,237,383

</TABLE>

<PAGE>


         The following table presents a reconciliation of the reportable segment
financial information to the consolidated totals (in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                              Three months ended                Nine months ended
                                                                     September 30,                 September 30,
                                                                 1999           1998              1999            1998
Interest income:
Total interest income for segments                              $94,475         $79,631          $268,873        $234,429
Interest income credited to expense accounts                                        216                               547
     Total consolidated interest income                         $94,475         $79,847          $268,873        $234,976

Net income:
Total income for segments                                       $35,773         $18,177           $99,960         $63,983
Other income                                                      8,521          18,920            24,215          44,520
Operating expenses                                              (25,884)        (23,164)          (73,782)        (66,800)
Income taxes                                                     (2,202)           (868)           (4,652)         (3,578)
     Total consolidated net income                              $16,209         $13,065           $45,741         $38,125

Average assets:
Total average earning assets for segments                    $4,115,811      $3,346,192        $3,889,935      $3,237,383
Average non earning assets                                      190,322         174,056           181,718         144,564
     Total consolidated average assets                       $4,306,133      $3,520,248        $4,071,653      $3,381,947


</TABLE>

<PAGE>


     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS.

      SELECTED FINANCIAL DATA
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                    Three Months Ended          Nine Months Ended
                                                                       September  30,             September 30,
                                                                     1999         1998       1999           1998
Condensed income statements (in thousands):
      Interest income                                             $94,475      $79,847     $268,874     $234,976
      Interest expense                                             47,686       40,035      131,146      113,362
                                                                 --------      -------     --------     --------
      Net interest income                                          46,789       39,812      137,727      121,614
      Provision for loan losses                                    11,017       21,420       37,766       57,087
                                                                 --------      -------    ---------   ----------
      Net interest income after provision
       for loan losses                                             35,773       18,392       99,961       64,527
      Other income                                                  8,481        9,217       22,866       23,134
      Gain on sale of investments                                      40        9,703        1,349       21,386
      Other operating expenses                                     25,884       23,380       73,782       67,344
                                                                 --------      -------     --------      -------
      Net income before income tax expense                         18,410       13,932       50,395       41,704
      Income tax expense                                            2,202          868        4,652        3,578
                                                                ---------    ---------    ---------    ---------
      Net income                                                  $16,208      $13,065      $45,743      $38,126
                                                                  =======      =======      =======      =======
Per common share results:
      Net income per common share - basic                          $0.50         $0.44        $1.48        $1.29
      Net income per common share - diluted                        $0.50         $0.44        $1.47        $1.28
      Cash dividends declared                                      $0.09        $0.075        $0.27       $0.225
Selected financial ratios (in percent):
      Average yield on earning assets (1)                           9.13          9.60         9.36         9.94
      Cost of interest bearing liabilities                          4.94          5.16         4.91         5.12
      Interest rate spread (1)                                      4.19          4.44         4.45         4.82
      Net interest margin (1)                                       4.70          4.97         4.98         5.33
      Net income to average total assets                            1.51          1.48         1.50         1.50
      Net income to average equity                                 21.02         20.15        20.95        20.42
      Net income to average common equity                          26.74         20.15        23.89        20.42
      Average equity to average total assets                        7.16          7.37         7.15         7.36
      Dividend payout ratio                                        17.80         16.99        18.22        17.46
      Efficiency ratio (2)                                         46.83         47.69        45.94        46.52

                                                                              September 30,            December 31,
                                                                                    1999                    1998
                                                                                    ----                    ----
  Regulatory Capital Ratios (in percent):
      Total Capital to risk weighted assets                                              17.75               17.39
      Tier 1 Capital to risk weighted assets                                             12.96               11.55
      Tier 1 Capital to average assets                                                    7.92                6.59
Balance sheet data (in thousands):
       Loans and loans held for sale (net of unearned interest)                     $2,525,377          $2,120,054
       Allowance for possible loan losses                                               72,136              67,854
       Investments                                                                   1,718,355           1,800,489
       Total assets                                                                  4,373,783           4,017,352
       Deposits                                                                      2,330,314           1,775,045
       Borrowings                                                                    1,671,476           1,930,488
       Total capital                                                                   308,013             270,368

  Number of full service branches                                                           44                  40
  Loan origination offices                                                                  38                  45

  (1) On a taxable equivalent basis.
  (2) Other  operating  expenses  to the sum of net  interest  income  and other
income.
</TABLE>


<PAGE>


        RESULTS OF OPERATIONS

        First  BanCorp's  results of operations  depend  primarily  upon its net
interest income,  which is the difference  between the interest income earned on
its earning assets,  including investment securities and loans, and the interest
expense on its interest bearing  liabilities  including deposits and borrowings.
The  Corporation's  results of operations  also depend on the provision for loan
losses;  other  income,  mainly  service  charges  and fees on loans;  operating
expenses,  such as personnel,  occupancy and other costs; and on gains or losses
on sales of securities.

        For the quarter ended on September 30, 1999,  the  Corporation  recorded
earnings of  $16,208,146  or $0.50 per common share (basic and  diluted),  a per
share increase of 14% as compared to earnings of $13,064,618 or $0.44 per common
share (basic and diluted) for the third  quarter of 1998.  Earnings for the nine
months ended on September 30, 1999 amounted to  $45,742,874  or $1.48 per common
share (basic) and $1.47 per common share  (diluted),  as compared to earnings of
$38,126,023  or $1.29 per  common  share  (basic)  and $1.28  per  common  share
(diluted)  for the same period of 1998. On a per share  basis-diluted,  earnings
for the nine months ended on September 30, 1999  increased by 15% as compared to
earnings for the nine months ended on September 30, 1998.

Net Interest Income

        Net interest income for the three and nine months ended on September 30,
1999 increased by $7.0 million and $16.1 million, respectively, as compared with
the same periods in 1998; or by $7.6 million and $17.7 million, respectively, on
a taxable equivalent basis. The interest rate spread and net interest margin, on
a taxable equivalent basis, amounted to 4.19% and 4.70%,  respectively,  for the
third  quarter of 1999 as  compared  to 4.44% and 4.97%,  respectively,  for the
third quarter of 1998.  The interest rate spread and net interest  margin,  on a
taxable  equivalent basis,  amounted to 4.45% and 4.98%,  respectively,  for the
nine  months  ended on  September  30,  1999 as  compared  to 4.82%  and  5.33%,
respectively, for the nine months ended on September 30, 1998.

        Part I of the following  table presents  average  volumes and rates on a
taxable  equivalent  basis and Part II describes the respective  extent to which
changes in interest rates and changes in volume of  interest-related  assets and
liabilities have affected the Corporation's interest income and interest expense
during the periods  indicated.  For each category of earning assets and interest
bearing  liabilities,  information  is provided on changes  attributable  to (i)
changes in volume (changes in volume  multiplied by old rates),  (ii) changes in
rate (changes in rate multiplied by old volumes). Rate-volume variances (changes
in rate  multiplied by the changes in volume) have been allocated to the changes
in volume and  changes in rate based  upon their  respective  percentage  of the
combined totals.



<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


PART I                                                               Three months ended September 30,
                                                                                                       Interest  income (1) /
                                                  Average volume              Average rate (1)               expense
                                           1999              1998           1999             1998          1999     1998
                                           ----              ----           ----             ----          ----     ----
                                                                                 (Dollars in Thousands)
Earning assets:
  Deposits at banks and other
    short-term investments              $    14,277        $   75,304        $   138        $   945      3.83%      4.98%
  Government obligations                    454,848           302,908          7,012          4,651      6.12%      6.09%
  Mortgage backed securities              1,300,171         1,038,405         23,285         19,502      7.11%      7.45%
  FHLB stock                                 17,827            10,271            315            185      7.01%      7.15%
  Other investment                            9,667             1,961            231             80      9.46%     16.27%
                                      -------------     -------------      ---------    -----------

   Total investments                      1,796,789         1,428,849         30,980        25,363       6.84%      7.04%
                                         ----------        ----------       --------      ---------

  Residential real estate loans             330,821           309,793          8,061          7,365      9.67%      9.43%
  Construction loans                        113,753            14,525          2,406            413      8.39%     11.28%
  Commercial loans                          938,913           607,143         20,142         14,258      8.51%      9.32%
  Finance leases                             72,855            43,509          2,292          1,355     12.48%     12.36%
  Consumer loans                          1,015,549         1,024,621         34,351         34,238     13.42%     13.26%
                                         ----------        ----------        -------        -------
 Total loans (2)                          2,471,890         1,999,591         67,252         57,629     10.79%     11.43%
                                        -----------       -----------       --------        -------
    Total earning assets                 $4,268,680        $3,428,440        $98,232        $82,992      9.13%      9.60%
                                         ==========        ==========        =======        =======

Interest-bearing liabilities:
  Deposits                                2,120,869         1,492,105        $24,846        $17,782      4.65%      4.73%
  Other borrowed funds                    1,710,421         1,584,214         22,839         22,214      5.30%      5.56%
  FHLB advances                                  43             2,588        _______             38      0.00%      5.83%
                                  -----------------    --------------                    ----------

    Total interest-bearing liabilities   $3,831,333        $3,078,907        $47,685        $40,034      4.94%      5.16%
                                        ===========        ==========        =======        =======
Net interest income                                                          $50,547        $42,958
                                                                             =======        =======
Interest rate spread                                                                                     4.19%      4.44%
Net interest margin                                                                                      4.70%      4.97%
</TABLE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                     Nine months ended September 30,
                                                  Average volume              Average rate (1)             Interest income (1) /
                                                                                                              expense
                                           1999              1998           1999             1998          1999     1998
                                           ----              ----           ----             ----          ----     ----
                                                                                 (Dollars in Thousands)

Earning assets:
  Deposits at banks and other
    short-term investments               $   10,068       $    29,497     $      346      $   1,104      4.59%      5.00%
  Government obligations                    396,644           351,496         17,595         16,563      5.93%      6.30%
  Mortgage backed securities              1,292,108           922,826         69,560         52,975      7.20%      7.68%
  FHLB stock                                 15,612            10,246            798            562      6.83%      7.33%
  Other investment                            4,552               876            381            106     11.19%     16.24%
                                      -------------    --------------     ----------    -----------
   Total investments                      1,718,985         1,314,941         88,680         71,311      6.90%      7.25%
                                         ----------       ----------        --------      ---------
  Residential real estate loans             317,813           294,942         23,867         23,094     10.04%     10.47%
  Construction loans                         84,424            12,031          5,437            944      8.61%     10.49%
  Commercial loans                          805,969           588,524         53,956         41,630      8.95%      9.46%
  Finance leases                             64,341            40,895          6,215          4,424     12.91%     14.46%
  Consumer loans                          1,009,201         1,039,854        101,928        103,222     13.50%     13.27%
                                         ----------       -----------       --------       --------
   Total loan (2)                         2,281,747         1,976,246        191,403        173,314     11.22%     11.73%
                                        -----------       -----------       --------      ---------

   Total earning assets                  $4,000,732        $3,291,187      $ 280,083       $244,625      9.36%      9.94%
                                         ==========        ==========      =========       ========
Interest-bearing liabilities:
  Deposits                               $1,842,494        $1,473,852      $  63,693       $ 52,049      4.62%      4.72%
  Other borrowed funds                    1,729,546         1,480,072         67,417         61,134      5.21%      5.52%
  FHLB advances                               1,000             4,134             36            179      4.81%      5.79%
                                     --------------    --------------  -------------    -----------
    Total interest-bearing liabilities   $3,573,041        $2,958,058       $131,146       $113,362      4.91%      5.12%
                                         ==========        ==========       ========       ========
Net interest income                                                         $148,937       $131,263
                                                                            ========       ========
Interest rate spread                                                                                     4.45%      4.82%
Net interest margin                                                                                      4.98%      5.33%
</TABLE>

(1)  On a tax equivalent  basis. The tax equivalent yield was computed  dividing
     the interest  rate spread on exempt  assets by (1-  statutory tax rate) and
     adding to it the cost of interest bearing  liabilities.  When adjusted to a
     tax equivalent basis, yields on taxable and exempt assets are comparative.
(2) Non-accruing loans are included in the average balances.


<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


 PART II                                Three months ended on September 30,        Nine months ended on September 30,
                                                    1999 compared to 1998                         1999 compared to 1998
                                        --------------------------------------------       -------------------------------

                                           Variance        Variance                  Variance    Variance
                                            due to         due to     Total           due to      due to     Total
                                             volume         rate     variance         volume       rate      variance
                                                                          (In thousands)
Interest income on earning assets:
  Deposits at banks and other
   short-term investments                    $  (628)     $  (179)    $  (807)        $  (674)   $    (84)   $   (758)
  Government obligations                       2,342           17       2,359           2,070      (1,039)      1,031
  Mortgage backed securities                   4,778       (1,000)      3,778          20,573      (3,993)     16,580
  FHLB stock                                     134           (4)        130             285         (49)        236
  Other investment                               181          (92)         89             270         (91)        179
                                             -------      -------     -------        --------    --------   ---------
     Total investments                         6,807       (1,258)      5,549          22,524      (5,256)     17,268
                                              ------       ------       -----          ------      ------     -------
  Consumer loans                                (302)         415         113          (3,076)      1,782      (1,294)
  Real estate loans                              509          187         696           1,758        (985)        773
  Construction loans                           2,448         (455)      1,993           5,180        (687)      4,493
  Commercial loans                             7,418       (1,534)      5,884          14,994      (2,668)     12,326
  Finance leases                                 923           14         937           2,405        (614)      1,791
                                            --------     --------      ------         -------     -------     -------
     Total loans                              10,996       (1,373)      9,623          21,261      (3,172)     18,089
                                              ------      -------       -----          ------      ------      ------
     Total interest income                    17,803       (2,631)     15,172          43,785      (8,428)     35,357
                                             -------       ------      ------          ------      ------      ------
Interest expense on interest bearing liabilities:
  Deposits                                     7,379         (315)      7,064          12,881      (1,237)     11,644
  Other borrowed funds                         1,716       (1,091)        625          10,034      (3,751)      6,283
  FHLB advances                                  (19)         (19)        (38)           (117)        (26)       (143)
                                            --------     --------     -------        --------    --------     -------
     Total interest expense                    9,076       (1,425)      7,651          22,798      (5,014)     17,784
                                             -------      -------     -------        --------     -------     -------
Change in net interest income                 $8,727      $(1,206)     $7,521         $20,987     $(3,414)    $17,573
                                              ======      =======      ======         =======     =======     =======
</TABLE>

        Total interest income includes tax equivalent  adjustments  based on the
Puerto Rico income tax rate of $3.8 million and $11.2  million for the three and
nine months  ended on September  30, 1999,  and of $3.1 million and $9.6 million
for the three and nine months ended on September 30, 1998. The adjustments  have
been made on debt securities (primarily United States and Puerto Rico government
obligations) and on loans guaranteed by United States and Puerto Rico government
agencies.  The  computation  considers  the  interest  expense  disallowance  as
required by the Puerto Rico tax law.

        Interest Income

        Interest  income  increased by $14.6  million and $33.9  million for the
three and nine  months  ended on  September  30,  1999 as  compared  to the same
periods for 1998. When adjusted to a taxable  equivalent basis,  interest income
increased by $15.2 million and $35.5 million for the three and nine months ended
on  September  30, 1999 as compared  to the same  periods in 1998.  The yield on
earning assets, on a taxable  equivalent basis,  amounted to 9.13% and 9.60% for
the three months ended on September 30, 1999 and 1998,  respectively,  and 9.36%
and  9.94%  for  the  nine  months  ended  on  September   30,  1999  and  1998,
respectively.  The improvement in the interest  income for the periods  analyzed
was due to the  increase in the average  volume of earning  assets.  The average
volume of earning assets  increased by $840.2 million and $709.5 million for the
three and nine months ended on September 30, 1999, respectively,  as compared to
the same periods in 1998. Most of the increase in earning assets was recorded on
the investment  portfolio.  The average volume of total investments increased by
$367.9  million and $404.0 million for the three and nine months period ended on
September 30, 1999 as compared with the same periods in 1998.  This increase was
concentrated in mortgage backed securities.

        Interest  income was also  positively  affected  by an  increase  in the
volume of loans.  The average  volume of loans  increased by $472.3  million and
$305.5  million for the three and nine  months  ended on  September  30, 1999 as
compared  with the same  periods in 1998,  due to an increase in real estate and
commercial loans. Residential real estate,  construction loans, commercial loans
and finance leases increased by $22.9 million, $72.4 million, $217.4 million and
$23.4 million,  respectively, for the nine months ended on September 30, 1999 as
compared  to the same  period in 1998,  partially  offset by a decrease of $30.7
million in consumer loans. The increase in construction and commercial loans was
the result of the  Corporation's  strategy of diversifying its asset base, which
was  concentrated in consumer  loans.  The decrease in consumer loans was due to
the  tightening  of the  underwriting  standards  effective  in 1997 as a way of
improving the credit quality of the portfolio.

        Interest Expense

        Interest  expense  increased by $7.7  million and $17.8  million for the
three and nine months ended on September  30, 1999 as compared  with the amounts
recorded in the same  periods of 1998.  The  increase was the result of a higher
volume of interest  bearing  liabilities  used to fund the  increase on interest
earning assets.  The increase in interest expense due to volume amounted to $9.1
million and $22.8  million for the three and nine months ended on September  30,
1999 as compared to the same periods  ended on September  30, 1998.  The cost of
interest  bearing  liabilities  decreased from 5.16% and 5.12% for the three and
nine months  period ended on September 30, 1998 to 4.94% and 4.91% for the three
and nine months period ended on September 30, 1999.

Provision for Loan Losses

         For the  three  and  nine  months  ended on  September  30,  1999,  the
Corporation provided $11.0 million and $37.8 million, respectively, for possible
loan losses as compared to $21.4 million and $57.1  million,  respectively,  for
the same periods of 1998.  The  provision for loan losses  recorded  during 1999
reflects a lower  provision  need due to an improvement in the credit quality of
the loan portfolio.

        The  Corporation  maintains an allowance for possible loan losses on its
portfolio at a level that Management considers adequate to provide for potential
losses in the portfolio  based upon an  evaluation of known and inherent  risks.
The Corporation  establishes a quarterly  allowance for loan losses based on the
asset  classification  report to cover the total amount of any assets classified
as a "loss," the  potential  loss  exposure of other  classified  assets,  and a
percentage of the assets not classified.  The adequacy of the allowance for loan
losses is also based upon a number of additional  factors  including  historical
loan loss  experience,  current  economic  conditions,  value of the  underlying
collateral,  financial  condition of the borrowers and other pertinent  factors.
Although  Management  believes  that the  allowance for loan losses is adequate,
factors beyond the Corporation's control, including factors affecting the Puerto
Rico economy,  may contribute to delinquencies  and defaults thus  necessitating
additional reserves.


<PAGE>



        The  following  table  sets forth an  analysis  of the  activity  in the
allowance for possible loan losses during the periods indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                   Three months ended                  Nine months ended
                                                                         September 30,                   September 30,

                                                               1999               1998            1999            1998
                                                               ----               ----            ----            ----
                                                                                   (Dollars in thousands)
Allowance for loan losses, beginning of period                $70,762           $59,578          $67,854        $57,712
Provision for loan losses                                      11,017            21,420           37,766         57,087
                                                              -------         ---------          -------      ---------
Loans charged-off:
   Real estate                                                     (1)              (29)             (41)          (164)
   Commercial                                                                    (1,181)          (1,168)        (2,315)
   Consumer                                                   (12,876)          (13,884)         (38,627)       (49,576)
   Other assets                                                  (155)             (317)            (569)          (798)
                                                            ---------         ---------        ---------       --------
   Total charge-offs                                          (13,032)          (15,411)         (40,405)       (52,854)
                                                              -------           -------          -------       --------
Recoveries of loans previously charged-off:
  Real estate                                                                                          1
  Commercial                                                      210               252              336            605
  Consumer                                                      2,346             1,229            5,529          4,082
  Other assets                                                     46                33              267            137
  Other adjustment                                                787                                787            332
                                                            ---------          --------       ----------      ---------
Total recoveries                                                3,389             1,514            6,134          5,156
                                                             --------         ---------       ----------       --------
Net charge-offs                                               ( 9,643)          (13,897)         (33,485)       (47,698)
                                                              -------           -------          -------        -------
Allowance for loan losses, end of period                      $72,136           $67,101          $72,136        $67,101
                                                              =======           =======          =======        =======
Allowance for loan losses to total loans and loans held for sale2.86%             3.28%            2.86%          3.28%
Net charge-offs annualized to average loans
  outstanding during the period (1)                             1.56%             2.77%            1.96%          3.13%

(1) The ratio for the nine  months  ended on  September  30, 1998  excludes  the
annualization of $5.1 million special  one-time write off of personal  unsecured
loans in bankruptcy  status as a result of the change in policy during the first
quarter of 1998.

</TABLE>

<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Other Income
                                                            Three months ended                Nine months ended
                                                                 September 30,                  September  30,
                                                              1999            1998          1999            1998
            Service charges on deposit accounts          $2,310,283     $2,028,851        $6,271,661      $5,944,199
            Other fees on loans                           3,524,951      2,903,122         9,441,374       8,344,659
            Fees on loans serviced for others               193,839        380,270           682,146       1,315,338
            Mortgage banking activities                      (5,796)                           5,753
            Rental income                                   665,816        569,326         1,902,523       1,568,542
            Other operating income                        1,791,694        971,557         4,488,297       3,347,469
                                                        -----------   ------------      ------------   -------------
                Subtotal                                  8,480,787      6,853,126        22,791,754      20,520,206
            Gain on sale of investments                      40,297      9,703,028         1,348,583      21,386,097
            Trading income                                 ________      2,364,063            75,000       2,614,063
                                                                     -------------   ---------------   -------------

                Total                                    $8,521,084    $18,920,217       $24,215,337     $44,520,367
                                                         ==========    ===========       ===========     ===========
</TABLE>

         Other income primarily consists of service charges on deposit accounts,
fees on loans,  servicing  income,  commissions  derived  from  various  banking
activities, the results of trading activities and gains on sale of investments.

         Other  income  before  gains on the  sale of  investments  and  trading
activities  increased  by $1.6  million and $2.3  million for the three and nine
months ended on September 30, 1999 as compared to the same periods in 1998.

         Service charges on deposit  accounts  represent an important and stable
source of other income for the Corporation.

         Other fees on loans consist mainly of credit card fees and late charges
collected  on loans.  The  increase in this source of income to $3.5 million and
$9.4 million for the three and nine months ended on September 30, 1999 from $2.9
million  and  $8.3  million  during  the  same  periods  in 1998 was due to fees
generated on the increased portfolio of commercial loans.

         Fees on loans serviced for others primarily  reflect the servicing fees
for the auto loan  securitizations  closed in 1995. It also  includes  servicing
fees  on  residential   mortgage  loans   originated  by  the   Corporation  and
subsequently  securitized.  Due to the  repayment  of the  auto  loan  portfolio
securitized in 1995, the related  servicing  income decreased during the periods
ended on September 30, 1999 as compared to the same periods in 1998.

         The  Corporation's  second tier  subsidiary,  First  Leasing and Rental
Corporation, generates income on the rental of various types of motor vehicles.

         The other operating income category is composed of  miscellaneous  fees
such as check fees and rental of safe deposit boxes.

         The Corporation  recorded $40,297 and $1.3 million during the three and
nine months ended  September 30, 1999 and $9.7 million and $21.4 million  during
the  three and nine  months  ended  September  30,  1998  from  gains on sale of
investments  securities.  These sales of investments were realized as the market
opportunities arose and in response to the Corporation's investment policies.

Other Operating Expenses

        The following table presents the detail of other operating  expenses for
the periods indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                           Three months ended               Nine months ended
                                                               September 30,                   September 30,
                                                           1999             1998           1999               1998
                                                     -------------     ---------       ------------      -----------
   Employees' compensation and benefits               $12,069,042      $11,220,248      $34,637,628       $31,959,419
   Occupancy and equipment                              5,216,582        4,593,668       14,660,489        12,653,728
   Taxes and insurance                                  1,632,098        1,621,421        4,895,071         5,037,303
   Net cost  (gain) of operations and
    disposition of other real estate owned                 14,715           41,455         (285,661)           57,171
   Amortization of debt issuance costs                    159,701          173,791          471,557           536,843
   Professional fees                                      550,781          269,247        1,607,727         1,033,560
   Servicing and processing fees                        1,206,360        1,223,073        3,291,018         3,265,854
   Communications                                       1,228,700        1,117,986        3,434,792         3,217,935
   Supplies and printing                                  295,772          310,144          994,467           871,322
   Other                                                3,509,777        2,809,396       10,074,695         8,710,917
                                                    -------------    -------------     ------------      ------------
       Total                                          $25,883,529      $23,380,429      $73,781,783       $67,344,052
                                                      ===========      ===========      ===========       ===========
</TABLE>

         Operating expenses increased to $25.9 million and $73.8 million for the
three and nine months ended  September 30, 1999 as compared to $23.4 million and
$67.3 million for the same periods in 1998.  Management's  goal has been to make
only  expenditures  that  contribute  clearly  and  directly to  increasing  the
efficiency  and  profitability  of the  Corporation.  This  control  over  other
operating expenses has been an important factor  contributing to the improvement
in earnings in recent years.  The best measure of the success of this program is
the efficiency ratio,  which is the ratio of other operating expenses to the sum
of net interest income and other recurring income. The Corporation's  efficiency
ratio has been  maintained  in  approximately  46% (45.9% and 46.5% for the nine
months period ended on September 30, 1999 and 1998, respectively).

Provision for Income Tax

        The  provision  for income tax  amounted  to $4.7  million  (or 9.23% of
pretax  earnings) for the nine months ended on September 30, 1999 as compared to
$3.6  million (or 8.58% of pretax  earnings)  for the same  period in 1998.  The
Corporation  has  effectively  reduced the enacted tax rate of 39%,  through the
strategy of investing in tax exempt securities.

        FINANCIAL CONDITION

Assets

        Total assets as of September 30, 1999 amounted to $4,373.8  million,  an
increase of $356.4  million as compared to total  assets as of December 31, 1998
of $4,017.4 million. The increase was mainly the result of an increase of $401.0
million in total loans (net of the allowance).

        The  composition of loans  receivable and loans available for sale after
deducting the allowance for loan losses follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                     September 30,            December 31,                Increase
                                                          1999                        1998                (Decrease)
                                                     --------------          --------------------          --------
                                                                             (In thousands)
    Residential real estate loans                         $336,765              $    303,011                 $33,754
    Construction and land loans                            119,332                    62,963                  56,369
    Commercial loans                                       965,563                   700,768                 264,795
    Finance leases                                          77,977                    52,214                  25,763
    Consumer and other loans                             1,025,741                 1,001,098                  24,643
                                                        ----------                ----------              ----------
      Total                                              2,525,377                 2,120,054                 405,323
     Allowance for loan losses                             (72,136)                  (67,854)                 (4,282)
                                                      ------------              ------------              ----------
      Total net                                         $2,453,242                $2,052,200                $401,042
                                                        ==========                ==========                ========
</TABLE>

        The fluctuation in the loans  receivable  category was the net result of
total loan origination of $965.9 million and repayments and other adjustments of
$560.6  million.  The consumer  loans  portfolio  increased  slightly due to the
tightening of the Corporation's  underwriting policies in placed since 1997. The
increase in  commercial  and  construction  loans  responded  to the strategy of
emphasizing  this line of  business  and to the  acquisition  of $90  million in
commercial  and  construction  loans from the operations of Royal Bank in Puerto
Rico.

Non-performing Assets

         Total non-performing assets are the sum of non-accruing loans, past due
loans,  OREO's  and  other  repossessed  properties.  Past due  loans  are loans
delinquent 90 days or more as to principal and/or  interest,  and still accruing
interest.  Non-accruing  loans are loans as to which interest is no longer being
recognized. When loans fall into non-accruing status, all previously accrued and
uncollected interest is charged against interest income.

         At September 30, 1999,  total  non-performing  assets amounted to $71.8
million  (1.64% of total  assets) as compared to $78.0  million  (1.94% of total
assets)  at  December  31,  1998 and $74.3  million  (2.23% of total  assets) at
December 31, 1997. The Corporation's  reserve to non-performing  loans ratio was
105.6% at September 30, 1999 as compared to 94.2% and 89.5% at December 31, 1998
and 1997, respectively.



<PAGE>


         The  following  table  presents  non-performing  assets  at  the  dates
indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                   September 30,              December 31,
                                                        1999               1998            1997
                                                    -----------        ----------      --------
                                                                    (Dollars in thousands)
Past due loans                                        $ 14,233           $ 15,110        $ 11,544
                                                      --------           --------        --------
Non-accruing loans:
      Residential real estate                            9,029              9,151           6,963
      Construction                                       1,065
      Commercial                                        16,566             19,355          16,869
      Finance leases                                     2,455              1,716           4,561
      Consumer                                          24,973             26,736          24,547
                                                     ---------           --------        --------
                                                        54,088             56,958          52,939
                                                     ---------           --------        --------
Non-performing loans                                    68,321             72,068          64,483
                                                     ---------          ---------        --------
Other real estate owned (OREO)                             485              3,642           1,132
Other repossessed auto                                   2,458              1,929           7,354
Other repossessed boat                                     553                348           1,348
                                                    ----------         ----------       ---------
Total non-performing assets                            $71,817            $77,987         $74,317
                                                       =======            =======         =======
Non-performing assets to total assets                    1.64%              1.94%           2.23%
Non-performing loans to total loans                      2.71%              3.40%           3.29%
Allowance for loan losses                              $72,136            $67,854         $57,712
Allowance to total non-performing loans                105.58%             94.15%          89.50%
</TABLE>

         Past Due Loans

         Past due loans are accruing  commercial and consumer  loans,  which are
contractually  delinquent 90 days or more. Past due commercial loans are current
as to interest but  delinquent  in the payment of  principal.  Past due consumer
loans include  personal lines of credit and credit card loans delinquent 90 days
up to 179 days and personal loans (including small loans)  delinquent 90 days up
to 119 days.

         Non-accruing Loans

         Residential  Real  Estate  Loans  -  The  Corporation   classifies  all
residential real estate loans delinquent 90 days or more in non-accruing status.
Even though these loans are in non-accruing  status,  Management considers based
on the value of the underlying  collateral and the loan to value ratios, that no
material losses will be incurred in this portfolio.  Management's  understanding
is  based  on  the  historical  experience  of  the  Corporation.   Non-accruing
residential  real  estate  loans  amounted  to  $9.0  million  (2.68%  of  total
residential  real  estate  loans) at  September  30,  1999,  as compared to $9.2
million (3.02% of total  residential  real estate loans) and $7.0 million (2.45%
of total  residential  real  estate  loans)  at  December  31,  1998  and  1997,
respectively.

         Construction  Loans - Construction loans are classified as non-accruing
when  they are  delinquent  90 days or  more.  Non-accruing  construction  loans
amounted to $1.1 million  (.89% of total  construction  loans) at September  30,
1999.



<PAGE>


         Commercial Loans - The Corporation  places all commercial loans 90 days
delinquent  as to  principal  and  interest  in  non-accruing  status.  The risk
exposure of this  portfolio  is  diversified  and a portion of the  portfolio is
collateralized by liens on real property. Non-accruing commercial loans amounted
to $16.6  million  (1.72% of total  commercial  loans) at September  30, 1999 as
compared to $19.4 million  (2.76% of total  commercial  loans) and $16.9 million
(3.06% of total commercial loans) at December 31, 1998 and 1997, respectively.

         Finance Leases - Finance leases are classified as  non-accruing  status
when they are delinquent 90 days or more.  Non-accruing  finance leases amounted
to $2.5  million  (3.15% of total  finance  leases) at September  30,  1999,  as
compared  to $1.7  million  (3.29% of total  finance  leases)  and $4.6  million
(10.73% of total  finance  leases) at December 31, 1998 and 1997,  respectively.
The decrease in the ratio and amount of non accruing loans was the result of the
improvement on the credit quality of the portfolio.

         Consumer  Loans - Consumer loans are  classified as  non-accruing  when
they are delinquent 90 days in auto,  boat and home equity  reserve  loans,  120
days in personal loans  (including small loans) and 180 days in credit cards and
personal lines of credit.

         Non-accruing  consumer  loans  amounted to $25.0 million  (2.43% of the
total consumer loan portfolio) at September 30, 1999, $26.7 million (or 2.67% of
the total  consumer  loan  portfolio) at December 31, 1998 and $24.5 million (or
2.29% of the total  consumer loan  portfolio) at December 31, 1997. The decrease
in the ratio and amount of non-accruing  loans was the result of the improvement
on the credit quality of the portfolio.

         Other Real Estate Owned (OREO)

         OREO  acquired in  settlement  of loans is carried at the lower of cost
(carrying  value of the loan) or fair value less  estimated cost to sell off the
real estate at the date of  acquisition.  Therefore,  the  Corporation  does not
expect to incur significant losses on the disposition of OREO's at September 30,
1999.

         Repossessed Property

         The Repossessed  Property category includes repossessed boats and autos
acquired in settlement of loans.  Repossessed boats are recorded at the lower of
cost or estimated fair value.  Repossessed  autos were recorded at the principal
balance of the loans less an estimated loss on the disposition of the units.

 Sources of Funds

         As of  September  30,  1999,  total  liabilities  amounted  to $4,065.8
million,  an  increase of $318.8  million as compared to $3,747.0  million as of
December 31, 1998. The increase in total  liabilities  was mainly due to: (1) an
increase  in total  deposits  of $555.3  million;  (2) an  increase  in accounts
payable and other liabilities of $22.5 million;  (3) a decrease in advances from
FHLB - NY of $2.6 million;  (4) a decrease in federal funds and securities  sold
under agreements to repurchase of $181.3 million;  (5) a decrease in other short
term borrowings of $36.6 million; (6) a decrease in term notes of $32.6 million;
and (7) a decrease of $5.9 million in subordinated notes.



<PAGE>


         The Corporation  maintains unsecured standby lines of credit with other
banks.  At September 30, 1999,  the  Corporation's  total unused lines of credit
with these banks amounted to approximately $113,500,000 (1998 - $69,500,000). At
September 30, 1999,  the  Corporation  has an available  line of credit with the
FHLB guaranteed  with excess  collateral,  in the amount of $30,820,062  (1998 -
$20,808,133);  and a commercial paper availability  collateralized with personal
loans  owned  by  the  Corporation  in  the  amount  of  $103,903,623   (1998  -
$95,254,992).

Capital

         Total stockholders'  equity as of September 30, 1999 amounted to $308.0
million,  increasing  by $37.6  million from the amount as of December 31, 1998.
The  increase was mainly the result of the net income  generated  for the period
ended on September 30, 1999 of $45.7 million,  the issuance of 3,600,000  shares
of preferred  stock at $86.8  million,  the issuance of 13,000  shares of common
stock through exercise of stock options at a cost of $176,313, net of a decrease
in the valuation on securities  available for sale of $62.3  million,  dividends
paid of $10.5 million, and the repurchase of 943,900 shares of common stock at a
total cost of $22.3 million.

         The Corporation is subject to various regulatory  capital  requirements
imposed  by the  federal  banking  agencies.  Failure  to meet  minimum  capital
requirements   can  initiate   certain   mandatory   and   possibly   additional
discretionary  actions by regulators  that, if  undertaken,  could have a direct
material  effect  on  the  Corporation's  financial  statements.  Under  capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the Corporation must meet specific capital guidelines that involve  quantitative
measures of the Corporation's assets, liabilities, and certain off-balance sheet
items as calculated under regulatory  accounting  practices.  The  Corporation's
capital amounts and classification  are also subject to qualitative  judgment by
the regulators about components, risk weightings and other factors.

         Capital standards established by regulations require the Corporation to
maintain  minimum  amounts and ratios of Tier 1 capital to total average  assets
(leverage ratio) and ratios of Tier 1 and total capital to risk-weighted assets,
as defined  in the  regulations.  The total  amount of  risk-weighted  assets is
computed by applying risk weighting factors to the Corporation's  assets,  which
vary from 0% to 100% depending on the nature of the asset.

         At September 30, 1999 and December 31, 1998, the  Corporation  exceeded
the requirements for an adequately capitalized institution.

         At September 30, 1999 and December 31, 1998, the Corporation also was a
well  capitalized   institution  under  the  regulatory   framework  for  prompt
corrective  action.  To be categorized as well  capitalized the Corporation must
maintain minimum total risk based,  Tier 1 risk based and Tier 1 leverage ratios
as set forth in the  following  table.  Management  believes  that  there are no
conditions or events that have changed that classification.



<PAGE>


         The Corporation's regulatory capital position was as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                   Regulatory requirements
                                                                                 For capital
                                                           Actual             adequacy purposes    To  be  well capitalized
                                                     Amount       Ratio       Amount      Ratio       Amount      Ratio
At September 30, 1999                                                               (Dollars in thousands)
   Total Capital (to Risk-Weighted Assets):
      First BanCorp                                 $471,369    17.75%        $212,446       8%      $265,558       10%
      FirstBank                                      399,603    15.16%         210,829       8%       263,536       10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                  344,236    12.96%         106,223       4%       159,335        6%
      FirstBank                                      272,719    10.35%         105,414       4%       158,122        6%

   Tier I Capital (to Average Assets):
      First BanCorp                                  344,236     7.92%         173,817       4%       217,271        5%
      FirstBank                                      272,719     6.31%         172,994       4%       216,242        5%
                                                                                           Regulatory requirements
                                                                                  For capital
                                                          Actual                adequacy purposes     To be well capitalized
                                                    Amount      Ratio           Amount      Ratio    Amount         Ratio
At December 31, 1998                                                                (Dollars in thousands)
   Total Capital (to Risk-Weighted Assets):
      First BanCorp                                 $377,939    17.39%        $173,835       8%      $217,294       10%
      FirstBank                                      372,015    17.12%         173,817       8%       217,271       10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                 $250,910    11.55%         $86,917       4%      $130,376        6%
      FirstBank                                      244,989    11.28%          86,909       4%       130,363        6%

   Tier I Capital (to Average Assets):
      First BanCorp                                 $250,910     6.59%        $152,272       4%      $190,340        5%
      FirstBank                                      244,989     6.44%         152,272       4%       190,340        5%
</TABLE>

Dividends

         During the period ended  September 30, 1999, the  Corporation  declared
three  quarterly  cash  dividends of $0.09 per common share  representing  a 20%
increase  over the three  quarterly  cash  dividends  of $0.075 per common share
declared  for the same  periods in 1998.  Dividends  per share were  adjusted to
retroactively  consider the common stock split declared on April 30, 1998. Total
dividends  declared per common share for the period ended on September  30, 1999
amounted to $7.8 million for an  annualized  dividend  payout ratio of 18.22% as
compared to $6.7  million for the period ended  September  30, 1998 (or a 17.46%
dividend  payout  ratio).  Dividends  declared on  preferred  stock  amounted to
$2,671,875 for the period ended on September 30, 1999.



<PAGE>


Year 2000

         The year 2000 issue  concerns the inability of  information  systems to
properly  recognize and process  date-sensitive  information  beyond  January 1,
2000. The Corporation recognizes the need to ensure that its operations will not
be adversely impacted by Year 2000 problem and has established a plan to address
Year 2000 risks.

         The  Corporation  continues  its program of improving  its  information
systems  through the systematic  wholesale  replacement of certain  hardware and
software.  Since  October  1996, it has been the practice to install new systems
that are already year 2000 enabled.  Therefore,  there are no  additional  costs
associated with changes or  modifications  to accommodate the year 2000 issue on
these new systems.  All the related costs  associated  with the  replacement  of
these systems are recorded as assets and amortized. Any year 2000 expenditure is
expensed as incurred.

         Based on the  Corporation's  final action plan addressing the Year 2000
issue,  Management  estimates  that the  expenses  required  to modify  existing
computer  systems  enabling  them for the year 2000 will be  approximately  $2.0
million for 1998 and 1999. Accordingly, the amounts to be expensed will not have
a  significant  impact on the  Corporation's  financial  position  or results of
operations.  For the period ended on September  30, 1999, a total of $980,000 in
expenses was related to the year 2000. For 1998, a total of $650,000 in expenses
was related to the year 2000 effort.

         The year 2000 action plan uses  clearly  articulated  program  criteria
that is being  implemented  by a Project Team.  The plan guides the planning and
execution  of all  activities  related  to:  (1)  information  and  computerized
systems,  including related hardware and software;  (2) non information  systems
(i.e.,   environmental,   communication  and  security  equipment);  (3)  credit
customers; and (4) service providers who participate in the project testing. The
Corporation completed the assessment phase on these project risk areas.

         As of September  1999,  the  renovation  of the  Corporation's  mission
critical  applications such as business  applications,  data center hardware and
operating  systems  software,  and  end-user  and  desktop  computing  was  100%
complete.

         Unit test and validation of the mission  critical  applications is also
100%  complete.   Unit  and  the  second  cycle  of  integration  tests  of  the
Corporation's  mission  critical  applications  and  their  implementation  were
completed on September 30, 1999.

         The Corporation  completed the Organization  Planning  Guidelines,  the
Business Impact Analysis and the Year 2000 Business Resumption  Contingency Plan
for all the  mission  critical  functions  of the  Corporation.  The testing and
validation of the plan was also completed.



<PAGE>


Liquidity

         Liquidity refers to the level of cash and eligible  investments readily
available to meet loan and investment  commitments,  potential  deposit outflows
and debt repayments.  The Corporation's liquidity position and liquidity targets
are reviewed on a weekly basis by the  Investment  Committee,  using measures of
liquidity developed by Management.

         The  Corporation's  principal  sources  of  short-term  funds  are loan
repayments,  deposits,  securities sold under agreements to repurchase, lines of
credit with the FHLB and other financial institutions, and other borrowings. The
Investment  Committee  reviews credit  availability  on a regular basis.  In the
past,  the  Corporation  has  securitized  and sold auto and mortgage loans as a
supplementary  source of funding. The Corporation has obtained long-term funding
through  the  issuance  of notes and  long-term  institutional  certificates  of
deposit,  and has also obtained  short term  borrowings  using its personal loan
portfolio  as  collateral.  The  Corporation's  principal  uses of funds are the
origination  of loans and  investments,  and the  repayment of maturing  deposit
accounts and borrowings.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable.


<PAGE>


         PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Corporation is a defendant in a number of legal proceedings arising
out of, and incidental to its business.  Based on its review with counsel on the
development  of these  matters to date,  Management  is of the opinion  that the
ultimate aggregate  liability,  if any, resulting from these pending proceedings
will  not  have a  material  adverse  effect  on the  accompanying  consolidated
financial statements.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

         Not applicable.


<PAGE>


                                                         SIGNATURES


         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the Bank has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized:

                                                             First BanCorp
                                                        Name of the Corporation





Date:  November 12, 1999                 By:       /s/ Angel Alvarez-Perez, Esq.
                                                  ------------------------------
                                                    Angel Alvarez-Perez, Esq.
                                                   Chairman, President and Chief
                                                           Executive Officer



Date:  November 12, 1999                  By:       /s/ Annie Astor de Carbonell
                                                  -----------------------------
                                                    Annie Astor de Carbonell
                                                Senior Executive Vice President
                                                  and Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                                            9

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         43,460,680
<INT-BEARING-DEPOSITS>                         2,213,243
<FED-FUNDS-SOLD>                               17,421,000
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    1,378,518,236
<INVESTMENTS-CARRYING>                         302,375,538
<INVESTMENTS-MARKET>                           289,958,609
<LOANS>                                        2,525,377,403
<ALLOWANCE>                                    72,135,828
<TOTAL-ASSETS>                                 4,373,782,734
<DEPOSITS>                                     2,330,314,002
<SHORT-TERM>                                   1,492,399,239
<LIABILITIES-OTHER>                            63,979,073
<LONG-TERM>                                    179,077,080
                          0
                                    90,000,000
<COMMON>                                       29,612,552
<OTHER-SE>                                     188,400,787
<TOTAL-LIABILITIES-AND-EQUITY>                 4,373,782,734
<INTEREST-LOAN>                                189,612,961
<INTEREST-INVEST>                              78,463,053
<INTEREST-OTHER>                               797,529
<INTEREST-TOTAL>                               268,873,543
<INTEREST-DEPOSIT>                             63,692,990
<INTEREST-EXPENSE>                             131,146,323
<INTEREST-INCOME-NET>                          137,727,220
<LOAN-LOSSES>                                  37,766,000
<SECURITIES-GAINS>                             1,348,583
<EXPENSE-OTHER>                                73,781,783
<INCOME-PRETAX>                                50,394,774
<INCOME-PRE-EXTRAORDINARY>                     50,394,774
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   45,742,874
<EPS-BASIC>                                  1.48
<EPS-DILUTED>                                  1.47
<YIELD-ACTUAL>                                 4.98
<LOANS-NON>                                    54,088,000
<LOANS-PAST>                                   14,233,000
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               67,854,066
<CHARGE-OFFS>                                  40,405,441
<RECOVERIES>                                   6,134,339
<ALLOWANCE-CLOSE>                              72,135,828
<ALLOWANCE-DOMESTIC>                           72,135,828
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0





</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission