FIRST BANCORP.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 3, 2007
FIRST BANCORP.
(Exact Name of Registrant as Specified in its Charter)
001-14793
(Commission File Number)
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Puerto Rico
(State or Other Jurisdiction
of Incorporation)
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66-0561882
(I.R.S. Employer
Identification No.) |
1519 Ponce de Leon
San Juan, Puerto Rico 00908-0146
(Address of Principal Executive Offices) (Zip Code)
(787) 729 8200
(Registrants Telephone Number, including Area Code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On May 3, 2007, First BanCorp (the Company) issued a press release announcing, among other
things, certain financial information relating to its first quarter
of 2006 and 2007. A copy of
the press release is attached hereto as Exhibit 99.1.
The Company announced in its May 3, 2007 press release that it elected early adoption of Statement
of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), and Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS 159), effective on January 1, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value under generally accepted accounting principles (GAAP) and
expands disclosures about fair value measurement. SFAS 159 allows companies to measure at fair
value most financial assets and liabilities that are currently required to be measured in a
different manner, such as based on their carrying amount. Following the initial fair value
measurement date, ongoing gains and losses on items for which fair value reporting has been elected
are reported in earnings at each subsequent financial reporting date. Under SFAS 159, fair value
reporting may be elected on an instrument-by-instrument basis, and for all or only some financial
assets or liabilities within a portfolio.
After a detailed analysis of SFAS 157 and SFAS 159 by First BanCorps Board of Directors and
Management Investments and Asset-Liability Committee, the Company decided to early adopt SFAS 159
for certain of the Companys callable brokered certificates of
deposit (BCDs) and medium-term
notes. Upon adoption of SFAS 159 and SFAS 157, First BanCorp selected the fair value measurement
for approximately $4.4 billion, or 63%, of its portfolio of BCDs and $29 million, or 16%,
of its medium-term notes portfolio. Interest rate risk on the BCDs and medium term notes chosen for
the fair value measurement option will continue to be economically hedged through callable interest
rate swaps with the same terms and conditions. The cumulative after-tax effect on the opening
balance of retained earnings from adopting these standards is an approximate increase of $92.2
million. Under SFAS 159, this one-time credit is not recognized in current earnings. Regulatory
capital (Tier I and Tier II) increases by approximately 125 basis points and the leverage ratio
increases by approximately 85 basis points, thus strengthening the Companys current regulatory
capital ratios.
The $92.2 million increase in retained earnings results mainly from the significant mismatch
between the fair market value of the callable interest rate swaps as compared to the hedged items,
the callable BCDs and medium term notes. As a result of adopting the long-haul method of
accounting during the life of the callable BCDs and medium term notes, as opposed to at
inception, the changes in the fair market value of the callable BCDs and medium term notes
have been recognized through earnings since April 3, 2006 (the implementation date of the long-haul
method of accounting). In contrast, upon determining that the short-cut method of accounting was
not available for the interest rate swaps that hedged the
risk related to the BCDs and medium-term notes, the Company restated its historical
financial statements to reflect the fair market value of the interest rate swaps through earnings
since inception of the swaps. As of December 31, 2005, the net cumulative effect of reflecting the
fair value of the interest rate swaps related to BCDs, medium term notes and loans that did
not qualify as hedges under the short-cut method was an after-tax loss of approximately $93
million. During the first quarter of 2006, First BanCorp recorded an additional after-tax non-cash
unrealized loss of $42 million to reflect the change in the fair value of the interest rate swaps
resulting mainly from rising interest rates.
With the elimination of the use of the long-haul method in connection with the adoption of SFAS 159
as of January 1, 2007, the Corporation will no longer amortize the basis adjustment. The basis
adjustment amortization is the reversal of the change in value of the BCDs and medium term
notes recognized since the implementation of the long-haul method. Since the time the
Company implemented the long-haul method, it has recognized the basis adjustment and the changes in
the value of the BCDs and medium term notes based on the expected call date of the
instruments. The adoption of SFAS 159 also requires the recognition as part of the adoption
adjustment of all of the unamortized placement fees that were paid to broker counterparties upon
the issuance of the BCDs and medium term notes. The Company previously amortized those
fees through earnings based on the expected call date of the instruments. The impact of the
de-recognition of the basis adjustment and the unamortized placement fees as of January 1, 2007
results in a cumulative after-tax reduction to retained earnings of approximately $23.8 million.
This negative charge is already included in the total cumulative after-tax increase to retained
earnings of $92.2 million that results with the adoption of SFAS 157 and SFAS 159.
As previously reported, First BanCorp expected to reverse over the remaining lives of the interest
rate swaps the unrealized cumulative loss that it recognized on April 3, 2006 when it implemented
the long-haul method of accounting for the BCDs and medium-term notes. With the
implementation of SFAS 157 and SFAS 159, instead of reversing the previously recorded non-cash
losses through earnings over the life of the swaps, the remaining portion of the previously
recognized non-cash losses is recognized as a one-time increase to retained earnings of $92.2
million that results mainly from the recording of the unrecognized fair market value of the
callable BCDs and medium-term notes prior to adoption of the long-haul method. The Company
intends to hold the swaps until they mature because, economically, these transactions have
satisfied and continue to satisfy their intended results.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release dated May 3, 2007 |
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.
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Date: May 3, 2007 |
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FIRST BANCORP |
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By:
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/s/ Fernando Scherrer |
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Name:
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Fernando Scherrer |
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Title:
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Executive Vice President and Chief |
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Financial Officer |
Exhibit Index
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Exhibit No. |
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Description |
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99.1
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Press Release dated May 3, 2007 |