BANPONCE CORP
8-K, 1996-01-11
STATE COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


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


       Date of Report (Date of earliest event reported): January 9, 1996
                                                         ---------------


                              BANPONCE CORPORATION
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                     <C>               <C>
         COMMONWEALTH OF PUERTO RICO                    NO. 0-13818       NO. 66-0416582
         ---------------------------                    -----------       --------------
  (State or other jurisdiction of incorporation)        (Commission       (IRS Employer
                                                        File Number)      Identification No.)


          209 MUNOZ RIVERA AVENUE
           HATO REY, PUERTO RICO                                            00918
  ----------------------------------------                                ----------
  (Address of principal executive offices)                                (Zip Code)     

</TABLE>


Registrant's telephone number, including area code: (809) 765-9800
                                                    --------------


       -----------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>   2

ITEM 5.  Other Events

        On January 9, 1996, BanPonce Corporation (the "Corporation") announced 
by way of a news release, its operational results for the year ended December 
31, 1995. A copy of the Corporation's release, dated January 9, 1996, is 
attached hereto as Exhibit 99(a) and is hereby incorporated by reference.


ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

        (c) Exhibits

        99(a) News release, dated January 9, 1996, announcing the Corporation 
and subsidiaries earnings for the year ended December 31, 1995.
<PAGE>   3
                                  SIGNATURE

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

                                        BANPONCE CORPORATION
                                            (Registrant)

Date: January 9, 1996
      ---------------

                                By: /s/ Amilcar L. Jordan, Esq.              
                                    ---------------------------              
                                Name : Amilcar L. Jordan, Esq.               
                                Title : Senior Vice President and Comptroller

<PAGE>   4
                                EXHIBIT INDEX

EXHIBIT NUMBER          DESCRIPTION
- --------------          -----------
99(a)                   News release, dated January 9, 1996


<PAGE>   1
                                                                   EXHIBIT 99(a)

(BANPONCE LETTERHEAD)

For additional information:
Jorge A. Junquera
Senior Executive Vice President
Telephone (809) 754-1685

January 9, 1996

                                                                   News Release

                BanPonce Corporation and subsidiaries earnings
                     for the year ended December 31, 1995

BanPonce Corporation (the Corporation) today announced net income of  $146.4
million for the year ended December 31, 1995, an increase of $21.6  million or
17.3% over the net income of $124.7 million reported in 1994.  Earnings per
common share (EPS) for the year were $4.19, based on 32,908,150  average shares
outstanding compared with $3.67 for 1994, based on 32,798,243  average shares
outstanding.

The Corporation's return on assets (ROA) and return on common equity  (ROE) for
1995 were 1.04% and 14.22%, respectively. In 1994, the Corporation  reported
ROA and ROE of 1.02% and 13.80%, respectively.

Net earnings for the last quarter of 1995 reached $40.3 million or  $1.15 per
common share, based on 32,948,636 average shares outstanding. For the  last
quarter of 1994 net earnings totaled $32.6 million or $0.93 per common  share,
based on 32,838,128 average shares outstanding. ROA and ROE for the  fourth
quarter of 1995 were 1.05% and 14.82%, respectively, compared with 1.03%  and
13.54% for the same period of 1994.

The increase in the Corporation's net earnings as compared with the  prior year
was due to an increase of $48.7 million in net interest income and  an increase
of $32.1 million in other revenues. These improvements were  partially offset
by increases of $39.1 million in operating expenses, $10.8  million in the
provision for loan losses and $9.7 million in income taxes.

The increase in net interest income resulted mainly from the growth of  $1.8
billion in the average volume of earning assets. The increase in the  volume of
earning assets was funded through a higher amount of deposits and  borrowings.
The net interest yield for the year ended December 31, 1995, was  4.41%,
compared with 4.70% for 1994.

The increase in the provision for loan losses was mainly due to the  increase
in the Corporation's loan portfolio and the rise in net charge-offs.  Net
charge-offs for the year ended December 31, 1995, were $50.0 million or  0.61%
of average loans, compared with $36.9 million or 0.52% of average loans  for
1994.

<PAGE>   2
2 - BANPONCE CORPORATION YEAR-END RESULTS

Other service fees and service charges on deposit accounts increased $12.5
million and $6.9 million, respectively, while other operating income rose $6.0
million. The increase in other service fees was mainly attained at Banco Popular
de Puerto Rico. The key factors for the rise in this revenue category were
increases in mortgage servicing fees, credit card fees, fees related to the sale
and administration of investment products, credit life insurance fees and fees
collected on the growing volume of transactions at point-of-sale (POS) terminals
and other electronic transactions. Service charges on deposits increased $5.8
million at Banco Popular largely attributed to a broader variety of services
offered to the commercial accounts together with revisions made to the fee
structure and higher fees collected on returned checks. The increase in other
operating income was mainly due to higher gains on sale of mortgage loans
realized by Equity One and the contribution of the new subsidiary Puerto Rico
Home Mortgage together with the income on investment banking and underwriting
services provided by BP Capital Markets. In addition, the other operating
revenues of the Corporation's leasing subsidiaries also increased due to higher
gains on sales of daily rental units and a higher daily rental income.

The gains on sale of investment securities available-for-sale for 1995 amounted 
to $5.4 million, as compared with $0.2 million for 1994. Trading transactions 
contributed with $1.8 million to the Corporation's earnings in the current year 
compared with $0.2 million last year.

Personnel costs increased $23.3 million compared with 1994, of which $4.7 
million represents expenses of the Corporation's new subsidiaries, Banco 
Popular, FSB, Puerto Rico Home Mortgage and BP Capital Markets. The rise in 
personnel costs is also related to normal annual merit increases, business 
expansion and an increase in medical plan costs and in the pension and 
postretirement benefits expenses. In addition, the implementation of a 
voluntary early retirement plan at the beginning of 1995 for employees meeting 
certain eligibility requirements, represented a cost of $4.6 million to the 
Corporation during the first two quarters of 1995. Other operating expenses 
increased $15.8 million compared with the prior year. The increase in other 
operating expenses was mostly in equipment, net occupancy, communications and
supplies expenses. These increases are mostly attributed to the growth and
expansion of the Corporation's business activities and the costs related to
the expansion of the electronic payment system, the growth in the network of
POS terminals and the development of new products and services. In addition,
Banco Popular increased its reserve for sundry losses to cover losses incurred
in the U.S. Virgin Islands as a result of hurricane Marilyn. The operations
acquired during 1995--Banco Popular, FSB, Puerto Rico Home Mortgage and BP
Capital Markets--were responsible for $7.3 million of the increase in other
operating expenses. Partially offsetting these increases was a decrease of
$9.3 million due to the reduction in the FDIC assessment rate during the third
quarter of 1995 retroactive to June 1, 1995, when the Bank Insurance Fund
(BIF) reached the statutory level. The increase in income tax results from a
higher pre-tax income.

The Corporation's total assets at December 31, 1995, amounted to $15.7 billion, 
compared with $12.8 billion at December 31, 1994. Most of the growth relates to 
Banco Popular de Puerto Rico, which increased $1.2 billion in total assets, and 
BP Capital Markets, which had $1 billion in total assets at December 31, 1995. 
In addition, Banco Popular, FSB and Puerto Rico Home Mortgage had total assets 
of $273 million and $108 million, respectively, at the end of 1995. Total loans 
amounted to $8.7 billion at December 31, 1995, compared with $7.8 billion a 
year ago. Commercial loans 
<PAGE>   3
3 - BANPONCE CORPORATION YEAR-END RESULTS

reflected the largest growth, followed by mortgage loans, which also rose, 
particularly at Banco Popular, Equity One and Puerto Rico Home Mortgage.

In November, the Financial Accounting Standards Board (FASB) issued a Special
Report, "A Guide to Implementation of Statement 115 on Accounting for Certain
Investment in Debt and Equity Securities". In conjunction with the issuance
of this Special Report the FASB provided for a one-time "window" to 
reclassify securities from the held-to-maturity portfolio, to 
available-for-sale or trading before January 1, 1996, without calling into 
question the intent to hold other debt securities to maturity in the future. As 
a result of this window, the Corporation transferred $1.3 billion from the 
securities held-to-maturity account to the available-for-sale account.

The allowance for loan losses amounted to $168.4 million as of December 31,
1995, or 1.94% of loans, compared with $153.8 million or 1.98% at the same 
date in 1994. Non-performing assets at December 31, 1995, were $156.5 million
or 1.80% of loans, compared with $107.6 million or 1.38% at the end of 1994.

Total deposits were $9.9 billion at December 31, 1995, compared with $9.0
billion at December 31, 1994. Most of the increase was attained at Banco 
Popular, where total deposits increased $637.7 million. Also contributing to 
this increase were $183 million in deposits of Banco Popular, FSB, a new 
subsidiary of the Corporation operating in New Jersey, which acquired from the 
Resolution Trust Corporation four branches in January 1995 and opened two new 
branches in August.

On December 7, 1995, the Corporation issued $125 million in subordinated debt
due on December 15, 2005, with an interest rate of 6.75%. The proceeds of this
issuance will be used for the Corporation's business expansion.

At December 31, 1995, stockholders' equity was $1.1 billion, compared with
$1.0 billion at December 31, 1994. The allowance for unrealized holding gains
on securities available-for-sale net of deferred taxes, as required by SFAS
115, amounted to $15.9 million at December 31, 1995, compared with an 
allowance for unrealized losses, net of taxes, of $19.4 million a year ago.

The market value of the Corporation's common stock at December 31, 1995, was
$38.75, compared with $28.125 at December 31, 1994. At December 31, 1995, the
Corporation's common stock had a book value per share of $31.60. At the same
date, the Corporation's market capitalization was $1.3 billion.

<PAGE>   4
BANPONCE CORPORATION
FINANCIAL SUMMARY
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                     Fourth               YEAR ENDED
                                                      1995                 1994      Quarter              DECEMBER 31
                                              -----------------------------------   1995-1994  ---------------------------------
                                              Fourth        Third         Fourth     Percent                            Percent
                                              Quarter       Quarter       Quarter    Variance     1995         1994     Variance
                                              ----------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>           <C>      <C>          <C>         <C> 
SUMMARY OF OPERATIONS

Interest income                               $ 298,312    $  288,459   $  239,034    24.80%   $1,105,807   $  887,140    24.65%
Interest expense                                142,191       140,044      101,583     39.98      521,624      351,633     48.34
                                              ----------------------------------------------------------------------------------
Net interest income                             156,121       148,415      137,451     13.58      584,183      535,507      9.09
Provision for loan losses                        21,227        18,987       12.544     69.22       64,558       53.788     20.02  
                                              --------------------------------------------------------------------------------- 
Net interest income after provision 
 for loan losses                                134,894       129,428      124,907      8.00      519,625      481,719      7.87

Other operating income                           44,155        44,588       37,904     16.49      166,256      140,853     18.04
Gain on sale of securities                        3,306         1,950          157                  5,368          224  2,296,43
Trading account profit (loss)                     1,192           293          (96)                 1,785          227    686.34 
                                              ----------------------------------------------------------------------------------
Total other income                               48,653        46,831       37,965     28.15      173,409      141,304     22.72

Salaries and benefits                            57,250        57,928       52,474      9.10      230,072      206,542     11.39
Profit sharing                                    4,735         4,435        3,212     47.42       19,003       19,205     (1.05)
Other operating expenses                         62,284        57,233       58,580      6.32      237,829      222,099      7.08
                                              ----------------------------------------------------------------------------------
Total operating expenses                        124,269       119,596      114,266      8.75      486,904      447,846      8.72

Income before income tax and dividends on       
 preferred stock of Banco Popular                59,278        56,663       48,606     21.96      206,130      175,177     17.67
Income tax                                       19,026        18,356       15,980     19.06       59,769       50,043     19.44
                                              ----------------------------------------------------------------------------------
                                                 40,252        38,307       32,626     23.37      146,361      125,134     16.96
Dividends on preferred stock of
 Banco Popular                                                                                                     385   (100.00)  
                                              ----------------------------------------------------------------------------------


Net income                                    $  40,252    $   38,307   $   32,626     23.37   $  146,361   $  124,749     17.32
                                              ==================================================================================

Net income applicable to common stock         $  38,164    $   36,220   $   30.538     24.97   $  138,011   $  120,504     14.53
                                              ==================================================================================
Earnings per common share:
Net income                                        $1.15         $1.10        $0.93     23.48        $4.19        $3.67     14.15    
                                                  -----         -----        -----     -----        -----        -----     -----

Average common shares outstanding             32,948,636   32,922,318   32,838,128             32,908,150   32,798,243
Common shares outstanding at end of period    32,948,836   32,922,318   32,838,128             32,948,636   32,838,128

</TABLE>


                                       4
<PAGE>   5
BANPONCE CORPORATION
Financial Summary
(in thousands)

<TABLE>
<CAPTION>


                                             1995                   1994         THIRD                YEAR ENDED
                                   -------------------------------------------- QUARTER               DECEMBER 31
                                                                                1995-1994   ---------------------------------------
                                    FOURTH            THIRD           FOURTH    PERCENT                                     PERCENT
                                    QUARTER           QUARTER         QUARTER   VARIANCE        1995           1994        VARIANCE
                                 ---------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>            <C>       <C>             <C>               <C>
SELECTED AVERAGE BALANCES
Total assets                       $15,181,981     $14,708,551     $12,585,555     20.63    $14,117,972     $12,225,530       15.48
Loans                                8,547,855       8,360,391       7,644,862     11.81      8,217,756       7,107,746       15.62
Earning assets                      14,276,055      13,787,514      11,749,025     21.51     13,244,097      11,389,680       16.28
Interest-bearing liabilities        11,907,511      11,596,367       9,571,345     24.41     10,989,023       9,330,088       17.78
Stockholders' equity                 1,121,147       1,087,119         994,186     12.77      1,070,464         924,869       15.74

PERFORMANCE RATIOS
Net interest yield*                      4.37%           4.31%           4.68%                    4.41%           4.70%
Return on assets                          1.05            1.03            1.03                     1.04            1.02
Return on common equity                  14.82           14.55           13.54                    14.22           13.80

CREDIT QUALITY DATA
Nonperforming assets                  $156,480        $155,915        $107,635     45.38       $156,480        $107,635       45.38
Net loans charged-off                   17,264          13,291           8,175    111.18         49,963          36,900       35.40
Allowance for loan losses              168,393         164,430         153,798      9.49        168,393         153,798        9.49
Nonperforming assets to total assets     1.00%           1.04%           0.84%                    1.00%           0.84%
Allowance for losses to loans             1.94            1.94            1.98                     1.94            1.98

SELECTED FINANCIAL DATA AT PERIOD-END
Total assets                                       $14,934,595                              $15,673,766     $12,778,358       22.66
Loans                                                8,486,899                                8,678,234       7,781,329       11.53
Earning assets                                      13,967,926                               14,668,574      11,843,806       23.85
Interest-bearing liabilities                        11,745,871                               12,236,978       9,612,955       27.30
Stockholders' equity                                 1,102,047                                1,141,326       1,002,423       13.86
</TABLE>

* Not on a taxable equivalent basis


                                       5


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