UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2004
Commission File: 001-15849
SANTANDER BANCORP
(Exact name of Corporation as specified in its charter)
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Commonwealth of Puerto Rico |
66-0573723 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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207 Ponce de Leon Avenue, Hato Rey, Puerto Rico |
00917 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code:
(787) 759-7070
Indicate by check mark whether the Corporation (1) has filed all reports required to be filed 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 requirement for the past 90 days.
Yes X No______
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes X No______
Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of the last practicable date.
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class |
Outstanding as of March 31, 2004 |
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Common Stock, $2.50 par value |
42,398,954 |
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SANTANDER BANCORP |
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CONTENTS |
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Page No. |
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Part I: Financial Information |
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Item 1. Financial Statements |
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1 |
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2 |
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3 |
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4 |
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5 |
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6 |
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Item 2. Management's Discussion and Analysis of Financial Condition and |
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Results of Operations |
20 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
36 |
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39 |
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Item 1. Legal Proceedings |
40 |
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Item 2. Use of Proceeds and Issuer Purchases of Equity Securities |
40 |
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Item 3. Defaults upon Senior Securities |
40 |
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Item 4. Submission of Matters to a Vote of Security Holders |
40 |
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Item 5. Other Information |
40 |
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Item 6. Exhibits and Reports on Form 8-K |
40 |
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42 |
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47 |
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The future results of the Corporation could be affected by subsequent events and could differ materially from those expressed in forward looking statements. If future events and actual performance differ from the Corporation's assumptions, the actual results could vary significantly from the performance projected in the forward looking statements.
The Corporation wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities, competitive and regulatory factors and legislative changes, could affect the Corporation's financial performance and could cause the Corporation's actual results for future periods to differ materially from those anticipated or projected. The Corporation does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.
PART I – ITEM 1
FINANCIAL STATEMENTS
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CONSOLIDATED BALANCE SHEETS (UNAUDITED) |
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AS OF MARCH 31, 2004 AND DECEMBER 31, 2003 |
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(Dollars in thousands, except per share data) |
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March 31, |
December 31, |
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ASSETS |
2004 |
2003 |
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CASH AND CASH EQUIVALENTS: |
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Cash and due from banks |
$ |
131,001 |
$ |
99,183 |
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Interest-bearing deposits |
51,671 |
15,300 |
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Federal funds sold and securities purchased under agreements to resell |
295,725
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278,750
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Total cash and cash equivalents |
478,397
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393,233
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INTEREST BEARING DEPOSITS |
10,000 |
10,000 |
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TRADING SECURITIES |
57,808 |
42,547 |
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INVESTMENT SECURITIES AVAILABLE FOR SALE, at fair value |
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Securities pledged that can be repledged |
1,014,932 |
1,227,627 |
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Other investment securities available for sale |
332,249
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436,684
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Total investment securities available for sale |
1,347,181
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1,664,311 |
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INVESTMENT SECURITIES HELD TO MATURITY, at amortized cost |
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Securities pledged that can be repledged |
682,165 |
687,184 |
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Other investment securities held to maturity |
150,462
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145,943
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Total investment securities held to maturity |
832,627
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833,127
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LOANS HELD FOR SALE, net |
294,874 |
297,201 |
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LOANS, net |
4,074,912 |
3,846,994 |
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PREMISES AND EQUIPMENT, net |
51,747 |
61,107 |
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ACCRUED INTEREST RECEIVABLE |
36,472 |
36,398 |
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GOODWILL |
34,791 |
34,791 |
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INTANGIBLE ASSETS |
4,454 |
4,662 |
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OTHER ASSETS |
178,587
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142,050
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$ |
7,401,850
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$ |
7,366,421
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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DEPOSITS: |
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Non-interest bearing |
$ |
704,974 |
$ |
700,413 |
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Interest-bearing |
3,443,773
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3,441,815
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Total deposits |
4,148,747
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4,142,228
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FEDERAL FUNDS PURCHASED AND OTHER BORROWINGS |
315,000 |
350,000 |
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SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE |
1,686,090 |
1,808,238 |
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COMMERCIAL PAPER ISSUED |
374,753 |
254,904 |
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TERM NOTES |
180,750 |
165,966 |
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SUBORDINATED CAPITAL NOTES |
15,925 |
15,925 |
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ACCRUED INTEREST PAYABLE |
23,884 |
18,728 |
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OTHER LIABILITIES |
148,377
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129,600
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Total Liabilities |
6,893,526
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6,885,589
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STOCKHOLDERS' EQUITY: |
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Series A Preferred stock, $25 par value; 10,000,000 shares authorized, none outstanding |
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Common stock, $2.50 par value; 200,000,000 shares authorized;46,410,214 shares |
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issued;42,398,954 shares outstanding in March 2004 and December 2003. |
116,026 |
116,026 |
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Capital paid in excess of par value |
211,742 |
211,742 |
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Treasury stock at cost, 4,011,260 shares in March 2004 and December 2003. |
(67,552) |
(67,552) |
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Accumulated other comprehensive loss, net of taxes |
(12,521) |
(19,465) |
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Retained earnings- |
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Reserve fund |
119,432 |
119,432 |
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Undivided profits |
141,197
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120,649
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Total stockholders' equity |
508,324
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480,832
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$ |
7,401,850
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$ |
7,366,421
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FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003 |
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(Dollars in thousands, except per share data) |
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For the quarters ended |
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March 31, |
March 31, |
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2004 |
2003 |
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INTEREST INCOME: |
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Loans |
$ |
57,900 |
$ |
60,262 |
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Investment securities |
27,215 |
18,153 |
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Interest bearing deposits |
132 |
217 |
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Federal funds sold and securities purchased under |
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agreements to resell |
580
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390
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Total interest income |
85,827 |
79,022 |
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INTEREST EXPENSE: |
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Deposits |
13,180 |
16,067 |
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Securities sold under agreements to repurchase and other borrowings |
18,649 |
19,110 |
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Subordinated capital notes |
22
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218 |
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Total interest expense |
31,851 |
35,395 |
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Net interest income |
53,976 |
43,627 |
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PROVISION FOR LOAN LOSSES |
8,750 |
12,065 |
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Net interest income after provision for loan losses |
45,226 |
31,562
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OTHER INCOME: |
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Bank service charges, fees and other |
9,645 |
10,231 |
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Broker-dealer, asset management and insurance fees |
12,556 |
11,471 |
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Gain on sale of securities |
8,903 |
4,669 |
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Gain on sale of loans |
212 |
290 |
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Gain on sale of building |
2,754 |
- |
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Other income |
2,562 |
2,076 |
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Total other income |
36,632 |
28,737 |
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OTHER OPERATING EXPENSES: |
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Salaries and employee benefits |
23,549 |
21,825 |
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Occupancy costs |
3,400 |
3,276 |
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Equipment expenses |
2,164 |
2,344 |
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EDP servicing, amortization and technical expenses |
8,231 |
8,301 |
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Communication expenses |
2,109 |
1,599 |
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Business promotion |
1,680 |
2,026 |
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Other taxes |
2,275 |
2,569 |
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Other operating expenses |
10,766 |
12,569 |
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Total other operating expenses |
54,174 |
54,509 |
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Income before provision for income tax |
27,684 |
5,790 |
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PROVISION FOR INCOME TAX |
2,469 |
652 |
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NET INCOME |
25,215 |
5,138 |
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DIVIDENDS TO PREFERRED SHAREHOLDERS |
-
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1,142
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NET INCOME AVAILABLE TO COMMON SHAREHOLDERS |
$ |
25,215
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$ |
3,996
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BASIC AND DILUTED EARNINGS PER COMMON SHARE |
$ |
0.59
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$ |
0.09
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The accompanying notes are an integral part of these financial statements |
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SANTANDER BANCORP AND SUBSIDIARIES |
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FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003 |
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(Dollars in thousands) |
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For the quarters ended |
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March 31, |
March 31, |
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2004 |
2003 |
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Comprehensive income |
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Net income |
$ |
25,215 |
$ |
5,138 |
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Other comprehensive income (loss), net of tax: |
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Unrealized gains on investments securities |
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available for sale, net of tax |
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