POPULAR INC
10-Qs and 10-Ks
PROXIES
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
or
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of Incorporation or
(IRS Employer Identification Number)
organization)
,
(Address of principal executive offices)
(Zip code)
(
)
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
The
NASDAQ Stock Market
The
NASDAQ Stock Market
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange
Act of
1934 during
the preceding
12 months
(or for
such shorter
period that
the registrant
was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X]
[
]
No
Indicate by
check mark
whether the registrant
has submitted electronically
every Interactive
Data File
required to
be
submitted pursuant to
Rule 405 of
Regulation S-T (§
232.405 of this
chapter) during the
preceding 12 months
(or for
such shorter period that the registrant was required to submit such files).
[X]
[
]
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated
filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Accelerated filer [
]
Non-accelerated filer [
]
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
[
]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[
]
Yes
Indicate
the
number
of
shares
outstanding
of
each
of
the
issuer’s
classes
of
common
stock,
as
of
the
latest
practicable date:
Common Stock, $0.01 par value,
2
POPULAR INC
INDEX
Part I – Financial Information
Page
Item 1. Financial Statements
Unaudited Consolidated Statements of Financial Condition
at September 30, 2024
and December 31, 2023
6
Unaudited Consolidated Statements of Operations for
the quarters
and nine months ended September 30, 2024
and 2023
7
Unaudited Consolidated Statements of Comprehensive
Income (Loss) for the
quarters and nine months ended September 30,
2024 and 2023
8
Unaudited Consolidated Statements of Changes in
Stockholders’ Equity for the
quarters and nine months ended September 30,
2024 and 2023
9
Unaudited Consolidated Statements of Cash Flows for
the nine months
ended September 30, 2024 and 2023
11
Notes to Unaudited Consolidated Financial Statements
13
Item 2. Management’s Discussion and Analysis of Financial
Condition and
135
Item 3. Quantitative and Qualitative Disclosures about
Market Risk
185
Item 4. Controls and Procedures
185
Part II – Other Information
Item 1. Legal Proceedings
185
Item 1A. Risk Factors
185
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds
185
Item 3. Defaults Upon Senior Securities
186
Item 4. Mine Safety Disclosures
186
Item 5. Other Information
186
Item 6. Exhibits
186
Signatures
188
3
Forward-Looking Statements
This
Form 10-Q
contains “forward-looking
statements” within
the meaning
of the
U.S. Private
Securities Litigation
Reform Act
of
1995,
including,
without
limitation,
statements
about
Popular,
Inc.’s
(the
“Corporation,”
“Popular,”
“we,”
“us,”
“our”)
business,
financial condition, results
of operations, plans,
objectives and future
performance. These statements
are not
guarantees of future
performance,
are
based
on
management’s
current
expectations
and,
by
their
nature,
involve
risks,
uncertainties,
estimates
and
assumptions. Potential
factors, some
of which
are beyond
the Corporation’s
control, could
cause actual
results to
differ materially
from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include without limitation the effect
of competitive and
economic factors, and our
reaction to those factors,
the adequacy of
the allowance for loan
losses, delinquency
trends, market risk and the impact of interest rate changes, capital markets conditions, capital adequacy and liquidity,
and the effect
of legal and regulatory proceedings and new accounting
standards on the Corporation’s financial condition and
results of operations.
All statements
contained herein
that are
not clearly
historical in
nature are
forward-looking, and
the words
“anticipate,” “believe,”
“continues,” “expect,”
“estimate,” “intend,”
“project” and
similar expressions
and future
or conditional
verbs such
as “will,”
“would,”
“should,” “could,” “might,” “can,” “may” or similar
expressions are generally intended to identify
forward-looking statements.
Various factors, some of which
are beyond Popular’s control, could cause actual results to differ materially from those expressed in,
or implied by, such forward-looking statements. Factors that might cause such a
difference include, but are not limited to:
●
conditions
in
the
geographic
areas
we
serve
and,
in
particular,
in
the
Commonwealth
of
Puerto
Rico
(the
“Commonwealth” or “Puerto Rico”), where a significant
portion of our business is concentrated;
●
consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
level of
non-performing
assets, charge-offs and provision expense;
●
originations, affect
our ability
to originate
and distribute
financial products
in the
primary and
secondary markets
and
impact the value of our investment portfolio and
our ability to return capital to our shareholders;
●
banking industry in general on investor and depositor
sentiment regarding the stability and liquidity of
banks;
●
Puerto
Rico
Government
and
the
Federally-appointed
oversight
board
on
the
economy,
our
customers
and
our
business;
●
Economic
Stability
Act
(“PROMESA”)
and
of
other
actions
taken
or
to
be
taken
to
address
Puerto
Rico’s
fiscal
challenges on the value of our portfolio of Puerto Rico government securities and
loans to governmental entities and of
our
commercial,
mortgage
and
consumer
loan
portfolios
where
private
borrowers
could
be
directly
affected
by
governmental action;
●
difficult
to
predict
and
may
be
impacted
by
factors
such
as
the
amount
of
Federal
funds
received
by
the
P.R.
Government
and
the
rate
of
expenditure
of
such
funds,
as
well
as
the
financial
condition,
liquidity
and
cash
management practices of the Puerto Rico Government
and its instrumentalities;
●
man-made disasters, acts of violence or war or
pandemics, epidemics and other health-related
crises, or the fear of any
such event
occurring, any of
which could cause
adverse consequences for
our business, including,
but not
limited to,
disruptions in our operations;
4
●
earnings, efficiencies and our targeted sustainable return on
tangible common equity of 14% by the end
of 2025;
●
to
service certain
of Banco
Popular de
Puerto Rico’s
key channels,
as well
as the
entry into
amended and
restated
commercial agreements (the “Evertec Business Acquisition
Transaction”);
●
●
related requirements and the impact of other proposed
capital standards on our capital ratios;
●
by the FDIC to recover the losses to the deposit insurance fund (“DIF”)
resulting from the receiverships of Silicon Valley
Bank and Signature Bank;
●
as acquisitions and dispositions;
●
Puerto Rico and the other markets in which
our borrowers are located;
●
●
●
●
●
core financial
transaction processing and
information technology services,
or of
third parties
providing services
to us,
including
as
a
result
of
cyberattacks,
e-fraud,
denial-of-services
and
computer
intrusion,
resulting
in,
among
other
things, loss or breach of customer data, disruption
of services, reputational damage or additional
costs to Popular;
●
●
pending or future litigation and regulatory or government
investigations or actions;
●
●
●
●
Moreover,
the
outcome
of
legal
and
regulatory
proceedings,
as
discussed
in
“Part
II,
Item
1.
Legal
Proceedings,”
is
inherently
uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to
the Corporation’s Annual
Report on Form
10-K for the
year ended December 31,
2023 (the “2023
Form 10-K”), as
well as “Part
II,
Item 1A”
of our
Quarterly Reports
on Form
10-Q for
a discussion
of such
factors and
certain risks
and uncertainties
to which
the
Corporation is subject.
5
All forward-looking
statements included
in this
Form 10-Q
are based
upon information
available to
Popular as
of the
date of
this
Form 10-Q, and other than as
required by law, including the
requirements of applicable securities laws, we assume no
obligation to
update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date
of such statements.
6
POPULAR, INC.
CONSOLIDATED STATEMENTS
OF FINANCIAL CONDITION
(UNAUDITED)
[UNAUDITED]
September 30,
December 31,
(In thousands, except share information)
2024
2023
Assets:
Cash and due from banks
$
$
Money market investments:
Time deposits with other banks
Total money market investments
Trading account debt securities, at fair value:
Other trading account debt securities
Debt securities available-for-sale, at fair
value:
Pledged securities with creditors’ right to repledge
Other debt securities available-for-sale
Debt securities available-for-sale
Debt securities held-to-maturity, at amortized cost:
Pledged securities with creditors’ right to repledge
Other debt securities held-to-maturity
Debt securities held-to-maturity (fair
value 2024 - $
; 2023 - $
)
Less – Allowance for credit losses
Debt securities held-to-maturity, net
Equity securities (realizable value 2024 -
$
; 2023 - $
)
Loans held-for-sale, at fair value
Loans held-in-portfolio
Less – Unearned income
Total loans held-in-portfolio, net
Premises and equipment, net
Other real estate
Accrued income receivable
Mortgage servicing rights, at fair value
Other assets
Goodwill
Other intangible assets
Total assets
$
$
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest bearing
$
$
Interest bearing
Total deposits
Assets sold under agreements to repurchase
Notes payable
Other liabilities
Total liabilities
Commitments and contingencies (Refer
to Note 20)
Stockholders’ equity:
Preferred stock,
)
Common stock, $
) and
)
Surplus
Retained earnings
Treasury stock - at cost,
)
(
2,069,430
)
(
2,018,957
)
Accumulated other comprehensive loss, net
of tax
(
1,512,994
)
(
1,895,531
)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
The accompanying notes are an integral part of
these Consolidated Financial Statements.
7
POPULAR, INC.
CONSOLIDATED STATEMENTS
OF OPERATIONS
(UNAUDITED)
Quarters ended September 30,
Nine months ended September 30,
(In thousands, except per share information)
2024
2023
2024
2023
Interest income:
Loans
$
$
$
$
Money market investments
Investment securities
Total interest income
Interest expense:
Deposits
Short-term borrowings
Long-term debt
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Non-interest income:
Service charges on deposit accounts
Other service fees
Mortgage banking activities (Refer to Note 9)
Net (loss) gain, including impairment on equity securities
(
546
)
(
1,319
)
Net gain on trading account debt securities
Net loss on sale of loans on loans held-for-sale, including
valuation adjustments
(
44
)
(
44
)
Adjustments to indemnity reserves on loans sold
(
187
)
(
31
)
Other operating income
Total non-interest income
Operating expenses:
Personnel costs
Net occupancy expenses
Equipment expenses
Other taxes
Professional fees
Technology and software expenses
Processing and transactional services
Communications
Business promotion
Deposit insurance
Other real estate owned (OREO) income
(
2,674
)
(
5,189
)
(
13,745
)
(
10,197
)
Other operating expenses
Amortization of intangibles
Goodwill impairment charge
Total operating expenses
Income before income tax
Income tax expense
Net Income
$
$
$
$
Net Income Applicable to Common Stock
$
$
$
$
Net Income per Common Share – Basic
$
$
$
$
Net Income per Common Share – Diluted
$
$
$
$
The accompanying notes are an integral part of
these Consolidated Financial Statements.
8
POPULAR, INC.
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Quarters ended,
Nine months ended,
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Net income
$
$
$
$
Other comprehensive income (loss) before
tax:
Foreign currency translation adjustment
(
976
)
(
3,240
)
(
220
)
Amortization of net losses of pension and
postretirement benefit plans
Unrealized holding gains (losses) on debt securities
arising during the period
(
234,827
)
(
99,360
)
Amortization of unrealized losses of debt
securities transfer from available-for-
sale to held-to-maturity
Unrealized net gains (losses) on cash flow
hedges
(
30
)
Reclassification adjustment for net gains( losses)
included in net income
(
41
)
Other comprehensive income (loss) before
tax
(
187,206
)
Income tax expense
(
65,203
)
(
18,301
)
(
89,157
)
(
52,529
)
Total other comprehensive income (loss), net of tax
(
205,507
)
(
9,014
)
Comprehensive income (loss), net of tax
$
$
(
68,898
)
$
$
Tax effect allocated to each component of other comprehensive
income (loss):
Quarters ended
Nine months ended,
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Adjustment of pension and postretirement
benefit plans
$
$
$
$
Amortization of net losses of pension and
postretirement benefit plans
(
1,357
)
(
1,805
)
(
4,070
)
(
5,415
)
Unrealized holding losses on debt securities
arising during the period
(
54,779
)
(
7,740
)
(
58,334
)
(
21,396
)
Amortization of unrealized losses of debt
securities transfer from available-for-
sale to held-to-maturity
(
9,067
)
(
8,756
)
(
26,753
)
(
25,744
)
Unrealized net (losses) gains on cash flow
hedges
Reclassification adjustment for net (gains)
losses included in net income
Income tax expense
$
(
65,203
)
$
(
18,301
)
$
(
89,157
)
$
(
52,529
)
The accompanying notes are an integral
part of the Consolidated Financial Statements.
9
POPULAR, INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
other
Common
Preferred
Retained
Treasury
comprehensive
(In thousands)
stock
stock
Surplus
earnings
stock
(loss) income
Total
Balance at June 30, 2023
$
$
$
$
$
(
2,018,611
)
$
(
2,328,435
)
$
Net income
Issuances of common stock
Dividends declared:
Common stock
[1]
(
39,675
)
(
39,675
)
Preferred stock
(
353
)
(
353
)
Common stock purchases
(
250
)
(
250
)
Stock based compensation
(
9
)
Other comprehensive loss, net of tax
(
205,507
)
(
205,507
)
Balance at September 30, 2023
$
$
$
$
$
(
2,018,870
)
$
(
2,533,942
)
$
Balance at June 30, 2024
$
$
$
$
$
(
2,010,500
)
$
(
1,878,282
)
$
Net income
Issuances of common stock
Dividends declared:
Common stock
[1]
(
44,614
)
(
44,614
)
Preferred stock
(
353
)
(
353
)
Common stock purchases
(
59,147
)
(
59,147
)
Stock based compensation
(
582
)
(
365
)
Other comprehensive income, net of tax
Balance at September 30, 2024
$
$
$
$
$
(
2,069,430
)
$
(
1,512,994
)
$
[1]
Dividends declared per common share during the quarter
ended September 30, 2024 - $
).
10
POPULAR, INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
other
Common
Preferred
Retained
Treasury
comprehensive
(In thousands)
stock
stock
Surplus
earnings
stock
(loss) income
Total
Balance at December 31, 2022
$
$
$
$
$
(
2,030,178
)
$
(
2,524,928
)
$
Cumulative effect of accounting change
Net income
Issuances of common stock
Dividends declared:
Common stock
[1]
(
118,924
)
(
118,924
)
Preferred stock
(
1,059
)
(
1,059
)
Common stock purchases
(
4,491
)
(
4,491
)
Stock based compensation
Other comprehensive loss, net of tax
(
9,014
)
(
9,014
)
Balance at September 30, 2023
$
$
$
$
$
(
2,018,870
)
$
(
2,533,942
)
$
Balance at December 31, 2023
$
$
$
$
$
(
2,018,957
)
$
(
1,895,531
)
$
Net income
Issuances of common stock
Dividends declared:
Common stock
[1]
(
134,309
)
(
134,309
)
Preferred stock
(
1,059
)
(
1,059
)
Common stock purchases
(
65,923
)
(
65,923
)
Stock based compensation
Other comprehensive income, net of tax
Balance at September 30, 2024
$
$
$
$
$
(
2,069,430
)
$
(
1,512,994
)
$
[1]
Dividends declared per common share during the nine months
ended September 30, 2024 - $
).
For the period ended
September 30,
September 30,
Disclosure of changes in number of shares:
2024
2023
Preferred Stock:
Balance at beginning and end of period
Common Stock – Issued:
Balance at beginning of period
Issuances of common stock
Balance at end of period
Treasury stock
(
33,045,363
)
(
32,612,716
)
Common Stock – Outstanding
The accompanying notes are an integral part of these Consolidated
Financial Statements.
11
POPULAR, INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(UNAUDITED)
Nine months ended September 30,
(In thousands)
2024
2023
Cash flows from operating activities:
Net income
$
$
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for credit losses
Goodwill impairment charge
Amortization of intangibles
Depreciation and amortization of premises and equipment
Net accretion of discounts and amortization of premiums and
deferred fees
(
196,221
)
(
22,495
)
Interest capitalized on loans subject to the temporary payment
moratorium or loss mitigation alternatives
(
5,933
)
(
7,956
)
Share-based compensation
Fair value adjustments on mortgage servicing rights
Adjustments to indemnity reserves on loans sold
(
783
)
Earnings from investments under the equity method, net
of dividends or distributions
(
12,723
)
(
17,387
)
Deferred income tax expense (benefit)
(
13,539
)
(Gain) loss on:
Disposition of premises and equipment and other productive
assets
(
7,651
)
(
9,744
)
Proceeds from insurance claims
(
145
)
Sale of loans, including valuation adjustments on loans
held-for-sale and mortgage banking activities
(
396
)
Sale of foreclosed assets, including write-downs
(
13,590
)
(
18,137
)
Acquisitions of loans held-for-sale
(
5,810
)
(
6,678
)
Proceeds from sale of loans held-for-sale
Net originations on loans held-for-sale
(
31,284
)
(
60,285
)
Net decrease (increase) in:
Trading debt securities
Equity securities
(
7,337
)
(
7,481
)
Accrued income receivable
(
17,638
)
Other assets
(
981
)
Net (decrease) increase in:
Interest payable
(
4,785
)
Pension and other postretirement benefits obligation
Other liabilities
(
28,352
)
(
100,887
)
Total adjustments
Net cash provided by operating activities
Cash flows from investing activities:
Net decrease (increase) in money market investments
(
775,597
)
Purchases of investment securities:
Available-for-sale
(
24,469,345
)
(
12,665,449
)
Held-to-maturity
(
8,615
)
Equity
(
2,370
)
(
18,279
)
Proceeds from calls, paydowns, maturities and redemptions
of investment securities:
Available-for-sale
Held-to-maturity
Proceeds from sale of investment securities:
Equity
Net disbursements on loans
(
833,899
)
(
1,609,387
)
Proceeds from sale of loans
Acquisition of loan portfolios
(
510,556
)
(
556,659
)
Return of capital from equity method investments
Payments to acquire equity method investments
(
1,250
)
(
1,500
)
Acquisition of premises and equipment and other productive
assets
(
153,085
)
(
133,598
)
Proceeds from insurance claims
Proceeds from sale of:
Premises and equipment and other productive assets
Foreclosed assets
Net cash used in investing activities
(
209,614
)
(
2,066,726
)
12
Cash flows from financing activities:
Net increase (decrease) in:
Deposits
Assets sold under agreements to repurchase
(
36,024
)
(
55,538
)
Other short-term borrowings
(
365,000
)
Payments of notes payable
(
69,570
)
(
321,000
)
Principal payments of finance leases
(
2,717
)
(
3,557
)
Proceeds from issuances of notes payable
Proceeds from issuances of common stock
Dividends paid
(
135,495
)
(
119,715
)
Net payments for repurchase of common stock
(
59,556
)
(
414
)
Payments related to tax withholding for share-based compensation
(
6,367
)
(
4,077
)
Net cash (used in) provided by financing activities
(
257,534
)
Net increase in cash and due from banks, and restricted
cash
Cash and due from banks, and restricted cash at beginning
of period
Cash and due from banks, and restricted cash at the end of
the period
$
$
The accompanying notes are an integral part of these Consolidated
Financial Statements.
13
Notes to Consolidated Financial
Statements
(Unaudited)
Note 1 -
Nature of operations
14
Note 2 -
Basis of presentation
15
Note 3 -
New accounting pronouncements
16
Note 4 -
Restrictions on cash and due from banks and
certain securities
19
Note 5 -
Debt securities available-for-sale
20
Note 6 -
Debt securities held-to-maturity
23
Note 7 -
Loans
27
Note 8 -
Allowance for credit losses – loans held-in-
portfolio
36
Note 9 -
Mortgage banking activities
78
Note 10 -
Transfers of financial assets and mortgage
servicing assets
79
Note 11 -
Other real estate owned
83
Note 12 -
Other assets
84
Note 13 -
Goodwill and other intangible assets
85
Note 14 -
Deposits
89
Note 15 -
Borrowings
90
Note 16 -
Other liabilities
92
Note 17 -
Stockholders’ equity
93
Note 18 -
Other comprehensive income (loss)
94
Note 19 -
Guarantees
96
Note 20 -
Commitments and contingencies
98
Note 21-
Non-consolidated variable interest entities
102
Note 22 -
Related party transactions
104
Note 23 -
Fair value measurement
105
Note 24 -
Fair value of financial instruments
113
Note 25 -
Net income per common share
116
Note 26 -
Revenue from contracts with customers
117
Note 27 -
Leases
120
Note 28 -
Pension and postretirement benefits
122
Note 29 -
Stock-based compensation
123
Note 30 -
Income taxes
126
Note 31 -
Supplemental disclosure on the consolidated
statements of cash flows
130
Note 32 -
Segment reporting
131
14
Note 1 – Nature of Operations
Popular,
Inc. (the
“Corporation” or
“Popular”) is
a diversified,
publicly-owned financial
holding company
subject to
the supervision
and
regulation
of
the
Board
of
Governors
of
the
Federal
Reserve
System.
The
Corporation
has
operations
in
Puerto
Rico,
the
mainland United States
(“U.S.”) and U.S.
and British Virgin
Islands. In Puerto
Rico, the Corporation
provides retail, mortgage,
and
commercial banking services,
through its principal
banking subsidiary,
Banco Popular de
Puerto Rico (“BPPR”),
as well as
broker-
dealer,
auto and
equipment leasing
and financing,
and insurance
services through
specialized subsidiaries.
In the
U.S. mainland,
the
Corporation provides
retail, mortgage,
commercial banking
services, as
well as
equipment leasing
and
financing, through
its
New
York-chartered
banking
subsidiary,
Popular
Bank
(“PB”
or
“Popular U.S.”),
which
has
branches
located
in
New
York,
New
Jersey, and Florida.
15
Note 2 – Basis of Presentation
Basis of Presentation
The (unaudited) interim Consolidated Financial Statements are, in the opinion of management, a fair statement of the results
for the
periods reported
and include
all necessary
adjustments, all
of a
normal recurring
nature, for
a fair
statement of
such results.
The
consolidated statement of financial
condition presented as of
December 31, 2023 was
derived from audited Consolidated Financial
Statements of the Corporation for the year ended
December 31, 2023.
Certain
information
and
notes
to
the
financial
statements
disclosures
which
would
normally
be
included
in
financial
statements
prepared in
accordance
with Accounting
Principles
Generally Accepted
in
the
United
States
of
America
(US
GAAP), have
been
condensed or omitted from the unaudited financial statements pursuant
to the rules and regulations of the
Securities and Exchange
Commission.
Accordingly,
these
financial
statements
should
be
read
in
conjunction
with
the
audited
Consolidated
Financial
Statements of
the Corporation
for the
year ended
December 31,
2023,
included in
the 2023
Form 10-K.
Operating results
for the
interim periods disclosed herein are not necessarily
indicative of the results that may be expected
for a full year or any future period.
Tax impact on Intercompany Distributions
The
net income
for the
nine months
ended September
30, 2024
included $
reflected in income
tax expense and
$
associated with the Corporation’s U.S. subsidiary’s
non-payment of taxes on certain intercompany
distributions to the Bank Holding
Company
(BHC)
in
Puerto
Rico,
a
foreign
corporation
for
U.S.
tax
purposes.
The
adjustment
corrected
errors
for
income
tax
expense
that
should
have
been
recognized
of
$
aggregate
of
$
interest due up to March 31, 2024 on the related late payment of the
withholding tax, of which approximately $
to years
prior to
2022. As
a result
of this
adjustment, the
deferred tax
asset related
to NOL
of the
BHC and
its
related valuation
allowance was reduced by $
not material
to any previously
issued interim or
annual consolidated financial statements
and the adjustment
is not expected
to be
material to the year ending December 31, 2024.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial
statements in conformity with
accounting principles generally accepted in
the United States
of America
requires management to make
estimates and assumptions that
affect the reported
amounts of assets and
liabilities and contingent
assets
and
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
revenues
and
expenses
during
the
reporting period. Actual results could differ from those estimates.
16
Note 3 - New accounting pronouncements
Recently Adopted Accounting Standards Updates
Standard
Description
Date of adoption
Effect on the financial statements
FASB ASU 2023-02,
Investments—Equity
Method and Joint
Ventures (Topic 323) -
Accounting for
Investments in Tax Credit
Structures Using the
Proportional Amortization
Method
The
Financial Accounting
Standards Board
("FASB")
issued
Accounting
Standard
Update
("ASU")
2023-02
in
March
2023,
which
amends
Accounting
Standards
Codification
("ASC")
Topic
323
by
permitting the election to apply the
proportional amortization method to account
for
tax
equity
investments
that
generate
income
tax
credits
through
investment
in
low-income-housing
tax
credit
(LIHTC)
structures
and
other
tax
credit
programs
if
certain
conditions
are
met.
The
ASU
also
eliminates
the
application
of
the
ASC
Subtopic 323-740 to LIHTC investments not
accounted
for
using
the
proportional
amortization
method
and
instead
requires
the use of other guidance.
January 1, 2024
The
Corporation
was
not
impacted
by
the
adoption of
this
ASU
since
it does
not
hold
investments
in
tax
equity
investments.
FASB ASU 2023-01,
Leases (Topic 842) -
Common Control
Arrangements
The FASB issued ASU 2023-01 in March
2023, which amends ASC Topic 842 and
requires the amortization leasehold
improvements associated with common
control leases over the useful life of the
leasehold improvements to the common
control group as long as the lessee controls
the use of the underlying assets through a
lease. In addition, the ASU requires
companies to account for leasehold
improvements associated with common
control leases as a transfer between entities
under common control through an
adjustments to equity if, and when, the
lessee no longer controls the use of the
underlying asset.
January 1, 2024
The
Corporation
was
not
impacted
by
the
adoption of
this
ASU
since
it does
not
hold
common
control
leasehold
improvements, however, it
will consider
this
guidance
to
determine
the
amortization
period for
and
accounting
treatment
of
leasehold
improvements
associated with common control
leases
acquired on or after the effective date.
FASB ASU 2022-03, Fair
Value Measurement
(Topic 820) - Fair Value
Measurement of Equity
Securities Subject to
Contractual Sale
Restriction
The FASB issued ASU 2022-03 in June
2022, which clarifies that a contractual
restriction that prohibits the sale of an equity
security is not considered part of the unit of
account of the equity security, therefore, is
not considered in measuring its fair value.
The ASU also provides enhanced
disclosures for equity securities subject to a
contractual sale restriction.
January 1, 2024
The
Corporation
was
not
impacted
by
the
adoption
of
this
accounting
pronouncement
since
it
does
not
hold
equity securities measured at
fair value
with sale restrictions.
17
Accounting Standards Updates Not Yet Adopted
Standard
Description
Date of adoption
Effect on the financial statements
FASB ASU 2024-03,
Income Statement—
Reporting Comprehensive
Income—Expense
Disaggregation
Disclosures (Subtopic
220-40): Disaggregation of
Income Statement
Expenses
The
FASB
issued
ASU
2024-03
in
November
2024,
which
requires
public
entities
to
disclose
additional
information
about
specific
expense
categories
in
the
notes to
financial statements
at interim
and
annual
reporting
periods
to
improve
financial transparency.
For fiscal years
beginning on
January 1, 2027
For interim periods
within fiscal years
beginning after
January 1, 2028
The Corporation
is currently
evaluating
any
impact
that
the
adoption
of
this
guidance
will
have
on
its
financial
statements
and
presentation
and
disclosures.
FASB ASU 2024-02,
Codification
Improvements—
Amendments to Remove
References to the
Concepts Statements
The
FASB
issued
ASU
2024-02
in
March
2024, which
removes various
references to
concept
statements
from
the
FASB
Accounting
Standards
Codification.
The
ASU
intends
to
simplify
the
Codification
and
distinguish
between
nonauthoritative
and authoritative guidance.
January 1, 2025
The Corporation
does not
expect to
be
impacted
by
the
adoption
of
this
ASU
since it does
not provide for accounting
changes
or
new
presentation
or
disclosure
requirements.
The
ASU
eliminated
references
within
the
Accounting
Standards
Codification
to
the
concept
statements,
which
is
considered non-authoritative guidance.
FASB ASU 2024-01,
Compensation - Stock
Compensation (Topic 718)
- Scope Application of
Profits Interest and Similar
Awards
The FASB issued ASU 2024-01 in March
2024, which amends ASC Topic 718 by
including an illustrative example to
demonstrate how an entity would apply the
scope guidance in paragraph 718-10-15-3
to determine whether profits interest awards
should be accounted for in accordance with
ASC
Topic
718.
The
ASU
is
intended
to
reduce complexity and diversity in practice.
January 1, 2025
The Corporation
does not
expect to
be
impacted
by
the
adoption
of
this
ASU
since the performance
share awards of
the
Corporation
continue
to
meet
the
requirements of ASC 718-10-15-3.
FASB ASU 2023-09,
Income Tax (Topic
740) -
Improvements to Income
Tax Disclosures
The
FASB
issued
ASU
2023-09
in
December 2023,
which amends
ASC Topic
740
by
enhancing
disclosures
regarding
rate
reconciliation
and
requiring
the
disclosure of
income taxes paid, income (or
loss)
from
continuing
operations
before
income
tax
expense
and
income
tax
expense
disaggregated
by
national,
state
and foreign level. Disclosures that no longer
were considered
cost
beneficial or
relevant
were removed from ASC Topic 740.
For fiscal years
beginning on
January 1, 2025
The Corporation
is currently
evaluating
any
impact
that
the
adoption
of
this
guidance
will
have
on
its
financial
statements
and
presentation
and
disclosures.
FASB ASU 2023-08,
Intangibles - Goodwill and
Other - Crypto Assets
(Subtopic 350-60) -
Accounting for and
Disclosure of Crypto
Assets
The
FASB
issued
ASU
2023-08
in
December
2023,
which
amends
ASC
Subtopic
350-60
by
requiring
that
crypto
assets
are
measured
at
fair
value
in
the
statement
of
financial
position
each
reporting
period
with
changes
from
remeasurement
being
recognized
in
net
income.
The
ASU
also
requires
enhanced
disclosures
for
both
annual
and
interim
reporting
periods
to
provide
investors
with
relevant information
to
analyze and
assess
the
exposure
and
risk
of
significant
individual crypto asset holdings.
January 1, 2025
The Corporation does not expect to be
impacted by the adoption of this ASU
since it does not hold crypto-assets.
18
Accounting Standards Updates Not Yet Adopted
Standard
Description
Date of adoption
Effect on the financial statements
FASB ASU 2023-07,
Segment Reporting (Topic
280) - Improvements to
Reportable Segment
Disclosures
The
FASB
issued
ASU
2023-07
in
November 2023,
which amends
ASC Topic
280
by
requiring
additional
disclosures
about significant segment expenses.
For fiscal years
beginning on
January 1, 2024
For interim periods
within fiscal years
beginning after
January 1, 2025
The Corporation
is currently
evaluating
any
impact
that
the
adoption
of
this
guidance
will
have
on
its
financial
statements
and
presentation
and
disclosures.
FASB ASU 2023-06,
Disclosure Improvements -
Codification Amendments
in Response to the SEC’s
Disclosure Update and
Simplification Initiative
The FASB
issued ASU
2023-06 in
October
2023
which
modifies
the
disclosure
or
presentation
requirements
of
various
subtopics
in
the
Codification
with
the
purpose
of
aligning
U.S.
GAAP
requirements
with
those
of
the
SEC
under
Regulation S-X and S-K.
The date on which
the SEC removes
related disclosure
requirements from
Regulation S-X or
Regulation S-K. If by
June 30, 2027, the
SEC has not
removed the
applicable
requirements from
Regulation S-X or
Regulation S-K, the
pending content of
the related
amendment will be
removed from the
Codification and will
not become
effective for any
entity.
The Corporation
does not
expect to
be
impacted
by
the
adoption
of
this
ASU
since
it
is
currently
subject
to
SEC's
current
disclosure
and
presentation
requirements under Regulation S-X and
S-K.
FASB ASU 2023-05,
Business Combinations -
Joint Venture Formations
(Subtopic 805-60) -
Recognition and initial
measurement
The
FASB
issued
ASU
2023-05
in
August
2023, which
amends ASC
Subtopic 805-60
to include specific
guidance about how
joint
ventures
should
recognize
and
initially
measure
assets
contributed
and
liabilities
assumed.
The
amendments
require
that
a
joint venture, upon formation, recognize and
initially
measure
its
assets
and
liabilities at
fair value.
January 1, 2025
The Corporation
does not
expect to
be
impacted
by
the
adoption
of
this
ASU
but it
will consider this
guidance for the
initial
measurement
of
assets
and
liabilities
of
newly
created
joint
ventures.
19
Note 4 - Restrictions on cash and due from
banks and certain securities
BPPR is
required by
regulatory agencies
to maintain
average reserve
balances with
the Federal
Reserve Bank
of New
York
(the
“Fed”) or
other banks.
Average reserve
balances in BPPR
amounted to $
$
balances.
At
September
30,
2024,
the
Corporation
held
$
accounts, debt
securities available for
sale and
equity securities (December
31, 2023
- $
debt securities available for
sale and equity securities
consist primarily of assets
held for the Corporation’s
non-qualified retirement
plans and fund deposits guaranteeing possible liens
or encumbrances over the title of insured
properties.
20
Note 5 – Debt securities available-for-sale
The
following
tables
present
the
amortized
cost,
gross
unrealized
gains
and
losses,
fair
value,
weighted
average
yield
and
contractual maturities of debt securities available-for-sale
at September 30, 2024 and December 31,
2023.
At September 30, 2024
Gross
Gross
Weighted
Amortized
unrealized
unrealized
Fair
average
(In thousands)
cost
gains
losses
value
yield
U.S. Treasury securities
Within 1 year
$
$
$
$
%
After 1 to 5 years
Total U.S. Treasury
securities
Collateralized mortgage obligations - federal agencies
After 1 to 5 years
After 5 to 10 years
After 10 years
Total collateralized
mortgage obligations - federal agencies
Mortgage-backed securities - federal agencies
Within 1 year
After 1 to 5 years
After 5 to 10 years
After 10 years
Total mortgage-backed
securities - federal agencies
Other
Within 1 year
After 1 to 5 years
Total other
Total debt securities
available-for-sale
[1]
$
$
$
$
%
[1]
servicing agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
public funds.
The Corporation had unpledged Available
for Sale securities with a fair value of
$
borrowing facilities.
21
At December 31, 2023
Gross
Gross
Weighted
Amortized
unrealized
unrealized
Fair
average
(In thousands)
cost
gains
losses
value
yield
U.S. Treasury securities
Within 1 year
$
$
$
$
%
After 1 to 5 years
After 5 to 10 years
Total U.S. Treasury
securities
Collateralized mortgage obligations - federal agencies
After 1 to 5 years
After 5 to 10 years
After 10 years
Total collateralized
mortgage obligations - federal agencies
Mortgage-backed securities - federal agencies
Within 1 year
After 1 to 5 years
After 5 to 10 years
After 10 years
Total mortgage-backed
securities - federal agencies
Other
Within 1 year
After 1 to 5 years
Total other
Total debt securities
available-for-sale
[1]
$
$
$
$
%
[1]
Includes $
servicing agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
public funds. The Corporation had unpledged Available
for Sale securities with a fair value of
$
borrowing facilities.
The weighted
average yield
on debt
securities available-for-sale
is based
on amortized
cost; therefore,
it
does not
give
effect to
changes in fair value.
Securities
not
due
on
a
single
contractual
maturity
date,
such
as
mortgage-backed
securities
and
collateralized
mortgage
obligations,
are
classified
based
on
the
period
of
final
contractual
maturity.
The
expected
maturities
of
collateralized
mortgage
obligations, mortgage-backed securities
and certain
other securities
may differ
from their
contractual maturities
because they
may
be subject to prepayments or may be called
by the issuer.
At September 30, 2024, the Corporation did
not intend to sell or believed
it was more likely than not
that it would be required to
sell
debt securities
classified as
available-for-sale. There were
September 30, 2024 and 2023.
22
The
following
tables
present
the
Corporation’s
fair
value
and
gross
unrealized
losses
of
debt
securities
available-for-sale,
aggregated by investment category and length of
time that individual securities have been in a continuous
unrealized loss position at
September 30, 2024 and December 31, 2023.
At September 30, 2024
Less than 12 months
12 months or more
Total
Gross
Gross
Gross
Fair
Fair
Fair
(In thousands)
value
losses
value
losses
value
losses
U.S. Treasury securities
$
$
$
$
$
$
Collateralized mortgage obligations - federal agencies
Mortgage-backed securities
Total debt securities
available-for-sale in an unrealized loss position
$
$
$
$
$
$
At December 31, 2023
Less than 12 months
12 months or more
Total
Gross
Gross
Gross
Fair
Fair
Fair
(In thousands)
value
losses
value
losses
value
losses
U.S. Treasury securities
$
$
$
$
$
$
Collateralized mortgage obligations - federal agencies
Mortgage-backed securities
Total debt securities
available-for-sale in an unrealized loss position
$
$
$
$
$
$
As
of
September
30,
2024,
the
portfolio
of
available-for-sale
debt
securities
reflects
gross
unrealized
losses
of
$
(December 31,
2023 -
$
value as a result of the rising interest rate
environment.
The portfolio of available-for-sale debt securities is comprised mainly of U.S
Treasuries
and obligations
from the
U.S. Government,
its agencies
or government
sponsored entities,
including Federal
National
Mortgage
Association
(“FNMA”),
Federal
Home
Loan
Mortgage
Corporation
(“FHLMC”)
and
Government
National
Mortgage
Association (“GNMA”). As
discussed in
Note 2
of the
2023 Form
10-K, these securities
carry an
explicit or
implicit guarantee from
the
U.S.
Government,
are
highly
rated
by
major
rating
agencies,
and
have
a
long
history
of
no
credit
losses.
Accordingly,
the
Corporation applies a zero-credit loss assumption.
23
Note 6 –Debt securities held-to-maturity
The following
tables present
the amortized
cost, allowance
for credit
losses, gross
unrealized gains
and losses,
approximate fair
value, weighted
average yield
and contractual maturities
of debt
securities held-to-maturity
at September 30,
2024 and
December
31, 2023.
At September 30, 2024
Allowance
Carrying
Value
Gross
Gross
Weighted
Amortized
Book
[1]
for Credit
Net of
unrealized
unrealized
Fair
average
(In thousands)
cost
Value
Losses
Allowance
gains
losses
value
yield
U.S. Treasury securities
Within 1 year
$
$
$
$
$
$
$
%
After 1 to 5 years
Total U.S. Treasury
securities
Obligations of Puerto Rico, States and
political subdivisions
Within 1 year
After 1 to 5 years
After 5 to 10 years
After 10 years
Total obligations of
Puerto Rico, States and
political subdivisions
Collateralized mortgage obligations - federal
agencies
After 10 years
Total collateralized
mortgage obligations -
federal agencies
Securities in wholly owned statutory business
trusts
After 10 years
Total securities
in wholly owned statutory
business trusts
Total debt securities
held-to-maturity [2]
$
$
$
$
$
$
$
%
[1]
Book value includes $
certain securities previously transferred from available-for-sale
securities portfolio to the held-to-maturity securities portfolio.
[2]
Includes $
Corporation had unpledged held-to-maturities securities with
a fair value of $
.0 million that could be used to increase its borrowing facilities.
24
At December 31, 2023
Allowance
Carrying
Value
Gross
Gross
Weighted
Amortized
Book
[1]
for Credit
Net of
unrealized
unrealized
Fair
average
(In thousands)
cost
Value
Losses
Allowance
gains
losses
value
yield
U.S. Treasury securities
Within 1 year
$
$
$
$
$
$
$
%
After 1 to 5 years
After 5 to 10 years
Total U.S. Treasury
securities
Obligations of Puerto Rico, States and
political subdivisions
`
Within 1 year
After 1 to 5 years
After 5 to 10 years
After 10 years
Total obligations of
Puerto Rico, States and
political subdivisions
Collateralized mortgage obligations - federal
agencies
Within 1 year
After 10 years
Total collateralized
mortgage obligations -
federal agencies
Securities in wholly owned statutory business
trusts
After 10 years
Total securities
in wholly owned statutory
business trusts
Total debt securities
held-to-maturity [2]
$
$
$
$
$
$
$
%
[1]
Book value includes $
securities transferred from available-for-sale securities
portfolio to the held-to-maturity securities portfolio as
discussed in Note 6 of the 2023 Form
10-K.
[2]
Includes $
Corporation had unpledged held-to-maturities securities with
a fair value of
$
Debt securities not due on a single contractual maturity date,
such as collateralized mortgage obligations, are classified in the period
of final
contractual maturity.
The expected
maturities of
collateralized mortgage
obligations and
certain other
securities may
differ
from their contractual maturities because they may be
subject to prepayments or may be called
by the issuer.
Credit Quality Indicators
The following describes the credit quality indicators by major security
type that the Corporation considers to develop the
estimate of
the allowance for credit losses for investment securities
held-to-maturity.
As
discussed in
Note
2
of
2023 Form
10-K,
U.S. Treasury
securities
carry
an
explicit
guarantee from
the
U.S. Government
are
highly rated by major rating
agencies and have a long
history of no credit losses. Accordingly,
the Corporation applies a zero-credit
loss assumption and no allowance for credit losses
(“ACL”) for these securities has been established.
At
September 30,
2024 and
December 31,
2023, the
“Obligations of
Puerto Rico,
States and
political subdivisions”
classified as
held-to-maturity,
includes securities
issued by
municipalities of
Puerto Rico
that are
generally not
rated by
a credit
rating agency.
This includes
$
primarily from certain property
taxes imposed by the
issuing municipality (December 31,
2023 - $
obligations, they
also benefit
from a
pledge of
the full
faith, credit
and unlimited
taxing power
of the
issuing municipality,
which is
required by law to levy property taxes in an amount sufficient for the payment of
debt service on such general obligation bonds. The
Corporation performs periodic credit quality
reviews of these securities and internally
assigns standardized credit risk ratings based
on its evaluation. The
Corporation considers these ratings in
its estimate to develop the
allowance for credit losses
associated with
these
securities.
For
the
definitions
of
the
obligor
risk
ratings,
refer
to
the
Credit
Quality
section
of
Note
8
to
the
Consolidated
Financial Statements.
25
The
following
presents
the
amortized
cost
basis
of
securities
held
by
the
Corporation
issued
by
municipalities
of
Puerto
Rico
aggregated by the internally assigned standardized
credit risk rating:
At September 30, 2024
At December 31, 2023
(In thousands)
Securities issued by Puerto Rico municipalities
Watch
$
$
Pass
Total
$
$
At September
30, 2024,
the portfolio
of “Obligations
of Puerto
Rico, States
and political
subdivisions” also
includes $
securities
issued
by
the
Puerto
Rico
Housing
Finance
Authority
(“HFA”),
a
government
instrumentality,
for
which
the
underlying
source of payment is second mortgage loans in Puerto Rico
residential properties (not the government), but for which HFA, provides
a guarantee
in the
event of default
and upon the
satisfaction of certain
other conditions (December
31, 2023 -
$
securities are not rated by a credit rating agency.
The
Corporation
assesses
the
credit
risk
associated
with
these
securities
by
evaluating
the
refreshed
FICO
scores
of
a
representative sample of
the underlying
borrowers. As
of September 30,
2024, the
average refreshed FICO
score for
the sample,
comprised
of
%
of
the
nominal
value
of
the
securities,
used
for
the
loss
estimate
was
of
%
and
,
respectively, at
December 31, 2023).
The loss estimates
for this portfolio
was based on
the methodology established
under CECL
for
similar
loan
obligations.
The
Corporation
does
not
consider
the
government
guarantee
when
estimating
the
credit
losses
associated with this portfolio.
A
deterioration of
the Puerto
Rico economy
or
of
the fiscal
health of
the
Government of
Puerto Rico
and/or
its
instrumentalities
(including if any
of the issuing municipalities
become subject to a
debt restructuring proceeding under
PROMESA) could adversely
affect the value of these securities, resulting in losses to
the Corporation.
Refer to
Note 20
to the
Consolidated Financial
Statements
for additional
information on
the Corporation’s
exposure to
the Puerto
Rico Government.
At September 30,
2024 and December 31,
2023, the portfolio of
“Obligations of Puerto Rico,
States and political subdivisions”
also
includes
$
Corporation applies a
-credit loss assumption for
these securities, and no
ACL has been
established for these securities
given
that U.S. Treasury
securities carry an
explicit guarantee from the
U.S. Government, are
highly rated by
major rating agencies,
and
have a long history of no credit losses. Refer
to Note 2 of 2023 Form 10-K for further details.
Delinquency status
At September 30, 2024 and December 31, 2023, there
were
Allowance for credit losses on debt securities held-to-maturity
The following table provides the
activity in the allowance for
credit losses related to debt securities
held-to-maturity by security type
for the quarters and nine months ended
September 30, 2024 and September 30, 2023:
26
For the quarters ended September 30,
2024
2023
(In thousands)
Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
Beginning balance
$
$
Provision for credit losses (benefit)
(
821
)
(
88
)
Securities charged-off
Recoveries
Ending balance
$
$
For the nine months ended September 30,
2024
2023
(In thousands)
Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
Beginning balance
$
$
Provision for credit losses (benefit)
(
350
)
(
854
)
Securities charged-off
Recoveries
Ending balance
$
$
The
allowance
for
credit
losses
for
the
Obligations
of
Puerto
Rico,
States
and
political
subdivisions
includes
$
securities issued by municipalities of
Puerto Rico, and $
second mortgage loans on
Puerto Rico residential properties (compared to
$
31, 2023).
27
Note 7 – Loans
For
a summary
of
the accounting
policies related
to
loans, interest
recognition and
allowance for
credit
losses
refer to
Note
2
–
Summary of Significant Accounting Policies of the 2023
Form 10-K.
During the
quarter and
nine months
ended September
30, 2024,
the Corporation
recorded purchases
(including repurchases)
of
mortgage
loans
amounting
to
$
respectively). The
Corporation did
t purchase
consumer loans
during the
quarter and
nine months
ended September
30, 2024
(during the quarter and nine months ended September 30, 2023 - $
nine months
ended September
30, 2024,
the Corporation
purchased $
(September 30, 2023 - $
The Corporation performed whole-loan sales involving approximately $
the
quarter
and
nine
months
ended
September
30,
2024,
respectively
(September
30,
2023
-
$
respectively). During the
nine months ended
September 30, 2024,
the Corporation performed
sales of commercial
loans, including
loan participations
amounting to
$
t perform
sales of
commercial loans
during the
quarter ended
September 30, 2024 (during the quarter and nine
months ended September 30, 2023 - $
During the quarter and nine months ended September 30, 2024, the Corporation
securitized approximately $
respectively,
of
mortgage
loans
into
GNMA
mortgage-backed
securities
(September
30,
2023
-
$
respectively), and $
2023 - $
Delinquency status
The following tables present the
amortized cost basis of loans
held-in-portfolio (“HIP”), net of unearned
income, by past due status,
and by loan class including those that are in non-performing status or that are accruing
interest but are past due 90 days or more at
September 30, 2024 and December 31, 2023.
28
September 30, 2024
BPPR
Past due
Past due 90 days or more
30-59
60-89
90 days
Total
Non-accrual
Accruing
(In thousands)
days
days
or more
past due
Current
Loans HIP
loans
loans
Commercial multi-family
$
$
$
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Credit cards
Home equity lines of credit
Personal
Auto
Other
Total
$
$
$
$
$
$
$
$
September 30, 2024
Popular U.S.
Past due
Past due 90 days or more
30-59
60-89
90 days
Total
Non-accrual
Accruing
(In thousands)
days
days
or more
past due
Current
Loans HIP
loans
loans
Commercial multi-family
$
$
$
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Consumer:
Credit cards
Home equity lines of
credit
Personal
Other
Total
$
$
$
$
$
$
$
$
29
September 30, 2024
Popular, Inc.
Past due
Past due 90 days or more
30-59
60-89
90 days
Total
Non-accrual
Accruing
(In thousands)
days
days
or more
past due
Current
Loans HIP
[2] [3]
loans
loans
Commercial multi-family
$
$
$
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
[1]
Leasing
Consumer:
Credit cards
Home equity lines of credit
Personal
Auto
Other
Total
$
$
$
$
$
$
$
$
[1]
At September 30, 2024, mortgage loans held-in-portfolio
include $
which the Corporation’s policy is to exclude them
from non-performing status, of which $
of guaranteed loans includes $
2024. The Corporation has approximately $
currently not accruing interest at September 30, 2024.
[2]
Loans held-in-portfolio are net of $
[3]
Includes $
of which $
Bank ("FRB") for discount window borrowings. As of September
30, 2024, the Corporation had an available borrowing
facility with the FHLB and
the discount window of Federal Reserve Bank of New York
of $
.0 billion and $
30
December 31, 2023
BPPR
Past due
Past due 90 days or more
30-59
60-89
90 days
Total
Non-accrual
Accruing
(In thousands)
or more
past due
Current
Loans HIP
loans
loans
Commercial multi-family
$
$
$
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Credit cards
Home equity lines of credit
Personal
Auto
Other
Total
$
$
$
$
$
$
$
$
December 31, 2023
Popular U.S.
Past due
Past due 90 days or more
30-59
60-89
90 days
Total
Non-accrual
Accruing
(In thousands)
or more
past due
Current
Loans HIP
loans
loans
Commercial multi-family
$
$
$
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Consumer:
Credit cards
Home equity lines of credit
Personal
Other
Total
$
$
$
$
$
$
$
$
31
December 31, 2023
Popular, Inc.
Past due
Past due 90 days or more
30-59
60-89
90 days
Total
Non-accrual
Accruing
(In thousands)
or more
past due
Current
Loans HIP
[2]
[3]
loans
loans
Commercial multi-family
$
$
$
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
[1]
Leasing
Consumer:
Credit cards
Home equity lines of credit
Personal
Auto
Other
Total
$
$
$
$
$
$
$
$
[1]
At December 31, 2023, mortgage loans held-in-portfolio
include $
which the Corporation’s policy is to exclude them
from non-performing status, of which $
of guaranteed loans includes $
2023. The Corporation has approximately $
currently not accruing interest at December 31, 2023.
[2]
Loans held-in-portfolio are net of $
[3]
Includes $
of which $
December 31, 2023, the Corporation had an available borrowing
facility with the FHLB and the discount window
of FRB of $
billion, respectively.
Recognition of interest income on mortgage loans is generally discontinued when loans are 90 days or more in arrears on payments
of principal or interest. The Corporation discontinues the recognition of interest income on residential mortgage loans insured by the
FHA or guaranteed by the VA when 15 months
delinquent as to principal or interest, since the principal repayment on these loans is
insured.
Loans with
a delinquency
status of
90 days
past due
as of
September 30,
2024 include
$
GNMA securities (December 31, 2023 -
$
obligation to repurchase loans
that are 90
days or more
past due. For
accounting purposes, these loans
subject to the
repurchase
option
are
required to
be
reflected on
the
financial statements
of BPPR
with
an
offsetting
liability.
Loans
in
our
serviced
GNMA
portfolio benefit
from payment
forbearance programs
but continue
to reflect
the contractual
delinquency until
the borrower
repays
deferred payments or completes a payment deferral
modification or other borrower assistance alternative.
The following tables present the amortized cost basis
of non-accrual loans as of September 30, 2024
and December 31, 2023 by
class of loans:
32
September 30, 2024
BPPR
Popular U.S.
Popular, Inc.
(In thousands)
Non-accrual
with no
allowance
Non-accrual
with
allowance
Non-accrual
with no
allowance
Non-accrual
with
allowance
Non-accrual
with no
allowance
Non-accrual
with
allowance
Commercial multi-family
$
$
$
$
$
$
Commercial real estate non-owner occupied
Commercial real estate owner occupied
Commercial and industrial
Mortgage
Leasing
Consumer:
Total
$
$
$
$
$
$
December 31, 2023
BPPR
Popular U.S.
Popular, Inc.
(In thousands)
Non-accrual
with no
allowance
Non-accrual
with
allowance
Non-accrual
with no
allowance
Non-accrual
with
allowance
Non-accrual
with no
allowance
Non-accrual
with
allowance
Commercial multi-family
$
$
$
$
$
$
Commercial real estate non-owner occupied
Commercial real estate owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Total
$
$
$
$
$
$
The Corporation has
designated loans classified as
collateral dependent for
which the ACL
is measured based
on the fair
value of
the collateral less
cost to sell,
when foreclosure is
probable or when
the repayment is
expected to be
provided substantially by the
sale or
operation of
the collateral
and the
borrower is
experiencing financial
difficulty.
The fair
value of
the collateral
is based
on
appraisals, which may be
adjusted due to their
age, and the
type, location, and condition
of the property
or area or general
market
conditions to reflect the expected change in value between the effective date
of the appraisal and the measurement date. Appraisals
are updated every one to two years depending on
the type of loan and the total exposure of
the borrower.
Loans in non-accrual status with no allowance at September 30, 2024 include $
31,
2023 -
$
ended September 30, 2024 (September 30, 2023
- $
The following tables present the amortized cost basis
of collateral-dependent loans, for which the ACL was measured
based on the
fair value
of the
collateral less
cost to
sell, by
class of
loans and
type of
collateral as
of September
30, 2024
and December
31,
2023:
33
September 30, 2024
(In thousands)
Real Estate
Auto
Equipment
Other
Total
BPPR
Commercial multi-family
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Personal
Auto
Other
Total BPPR
$
$
$
$
$
Popular U.S.
Commercial multi-family
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Mortgage
Total Popular U.S.
$
$
$
$
$
Popular, Inc.
Commercial multi-family
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Personal
Auto
Other
Total Popular,
Inc.
$
$
$
$
$
34
December 31, 2023
(In thousands)
Real Estate
Auto
Equipment
Other
Total
BPPR
Commercial multi-family
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Personal
Auto
Other
Total BPPR
$
$
$
$
$
Popular U.S.
Commercial real estate:
Owner occupied
$
$
$
$
$
Commercial and industrial
Construction
Mortgage
Total Popular U.S.
$
$
$
$
$
Popular, Inc.
Commercial multi-family
$
$
$
$
$
Commercial real estate:
Non-owner occupied
Owner occupied
Commercial and industrial
Construction
Mortgage
Leasing
Consumer:
Personal
Auto
Other
Total Popular,
Inc.
$
$
$
$
$
35
Purchased Credit Deteriorated (PCD) Loans
The Corporation has purchased loans during
the quarter and nine months ended September 30,
2024 and 2023, for which there
was, at acquisition, evidence of more than insignificant
deterioration of credit quality since origination.
The carrying amount of those
loans is as follows:
(In thousands)
For the quarter ended
September 30, 2024
For the nine months
ended September 30,
2024
Purchase price of loans at acquisition
$
$
Allowance for credit losses at acquisition
Par value of acquired loans at acquisition
$
$
(In thousands)
For the quarter ended
September 30, 2023
For the nine months
ended September 30,
2023
Purchase price of loans at acquisition
$
$
Allowance for credit losses at acquisition
Non-credit discount / (premium) at acquisition
Par value of acquired loans at acquisition
$
$
36
Note 8 – Allowance for credit losses – loans
held-in-portfolio
The
Corporation follows
the current
expected credit
loss (“CECL”)
model, to
establish and
evaluate the
adequacy of
the ACL
to
provide for
expected losses
in the
loan portfolio.
This model
establishes a forward-looking
methodology that
reflects the
expected
credit losses over the lives of financial assets, starting when such
assets are first acquired or originated. In addition, CECL provides
that
the
initial ACL
on PCD
financial
assets be
recorded as
an
increase to
the
purchase price,
with subsequent
changes to
the
allowance
recorded
as
a
credit
loss
expense.
The
provision
for
credit
losses
recorded
in
current
operations
is
based
on
this
methodology.
Loan losses
are charged,
and recoveries
are credited
to the
ACL. The
Corporation’s modeling
framework includes
competing risk
models that
generate lifetime
default and
prepayment estimates as
well as
other loan
level techniques
to estimate
loss
severity.
These
models
combine
credit
risk
factors,
which
include
the
impact
of
loan
modifications,
with
macroeconomic
expectations to derive the lifetime expected loss.
At
September
30,
2024,
the
Corporation
estimated
the
ACL
by
weighting
the
outputs
of
optimistic,
baseline,
and
pessimistic
scenarios. Among
the three
scenarios used
to estimate
the ACL,
the baseline
is assigned
the highest
probability,
followed by
the
pessimistic
scenario
given
the
uncertainties
in
the
economic
outlook
and
downside
risk.
The
weightings
applied
are
subject
to
evaluation on
a quarterly
basis as
part of
the ACL’s
governance process. The
Corporation evaluates, at
least on
an annual
basis,
the
assumptions
tied
to
the
CECL
accounting
framework.
These
include
the
reasonable
and
supportable
period
as
well
as
the
reversion window.
The following tables
present the changes in
the ACL of
loans held-in-portfolio and
unfunded commitments for the
quarter and nine
months ended September 30, 2024 and 2023.
37
For the quarter ended September 30, 2024
BPPR
Provision for
Allowance for
Beginning
credit losses
credit losses -
Ending
(In thousands)
Balance
(benefit)
PCD Loans
Charge-offs
Recoveries
Balances
Allowance for credit losses - loans:
Commercial
$
$
(
417
)
$
$
$
$
(
69
)
(
2,418
)
(
2
)
(
6,190
)
(
6,261
)
Construction
(
970
)
Mortgage
(
5,221
)
(
208
)
Leasing
(
3,630
)
Consumer
(
17,503
)
(
90
)
(
82
)
(
24,712
)
(
23,011
)
(
728
)
(
66,036
)
Total - Loans
$
$
$
$
(
76,135
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
$
Construction
Ending balance - unfunded commitments [1]
$
$
$
$
$
$
[1] Allowance for credit losses of unfunded commitments
is presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
38
For the quarter ended September 30, 2024
Popular U.S.
Provision for
Beginning
credit losses -
Ending
(In thousands)
Balance
(benefit)
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
1,126
)
$
$
$
Commercial real estate non-owner occupied
(
54
)
Commercial real estate owner occupied
(
4,430
)
Commercial and industrial
(
1,617
)
(
613
)
Total Commercial
(
7,120
)
(
667
)
Construction
Mortgage
(
361
)
Consumer
Home equity lines of credit
(
4
)
Personal
(
4,442
)
Other
(
28
)
Total Consumer
(
4,474
)
Total - Loans
$
$
(
4,378
)
$
(
5,141
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
(
1,080
)
$
$
$
Construction
(
609
)
Ending balance - unfunded commitments [1]
$
$
(
1,689
)
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
39
For the quarter ended September 30, 2024
Popular Inc.
Provision for
Allowance for
Beginning
credit losses
credit losses -
Ending
(In thousands)
Balance
(benefit)
PCD Loans
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
1,543
)
$
$
$
$
Commercial real estate non-owner occupied
(
123
)
Commercial real estate owner occupied
(
6,848
)
(
2
)
Commercial and industrial
(
6,803
)
Total Commercial
(
6,928
)
Construction
(
711
)
Mortgage
(
5,582
)
(
208
)
Leasing
(
3,630
)
Consumer
Credit cards
(
17,503
)
Home equity lines of credit
(
68
)
(
86
)
Personal
(
29,154
)
Auto
(
23,011
)
Other
(
756
)
Total Consumer
(
70,510
)
Total - Loans
$
$
$
$
(
81,276
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
(
264
)
$
$
$
$
Construction
(
236
)
Ending balance - unfunded commitments [1]
$
$
(
500
)
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
40
For the nine months ended September 30, 2024
BPPR
Provision for
Allowance for
Beginning
credit losses
credit losses -
Ending
(In thousands)
Balance
(benefit)
PCD Loans
Charge-off
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
729
)
$
$
$
$
Commercial real estate non-owner occupied
(
69
)
Commercial real estate owner occupied
(
2,567
)
(
2,787
)
Commercial and industrial
(
20,931
)
Total Commercial
(
23,787
)
Construction
(
2,626
)
Mortgage
(
11,959
)
(
999
)
Leasing
(
12,321
)
Consumer
Credit cards
(
50,318
)
Home equity lines of credit
(
373
)
Personal
(
72,354
)
Auto
(
59,787
)
Other
(
2,072
)
Total Consumer
(
184,904
)
Total - Loans
$
$
$
$
(
222,011
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
$
Construction
Ending balance - unfunded commitments [1]
$
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
41
For the nine months ended September 30, 2024
Popular U.S.
Provision for
Beginning
credit losses -
Ending
(In thousands)
Balance
(benefit)
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
2,939
)
$
(
441
)
$
$
Commercial real estate non-owner occupied
(
903
)
(
54
)
Commercial real estate owner occupied
(
1,925
)
Commercial and industrial
(
2,372
)
Total Commercial
(
5,548
)
(
2,867
)
Construction
Mortgage
(
1,788
)
(
18
)
Consumer
Home equity lines of credit
(
741
)
(
25
)
Personal
(
14,750
)
Other
(
77
)
Total Consumer
(
14,852
)
Total - Loans
$
$
$
(
17,737
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
(
81
)
$
$
$
Construction
(
656
)
Consumer
(
29
)
Ending balance - unfunded commitments [1]
$
$
(
766
)
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
42
For the nine months ended September 30, 2024
Popular Inc.
Provision for
Allowance for
Beginning
credit losses
credit losses -
Ending
(In thousands)
Balance
(benefit)
PCD Loans
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
3,668
)
$
$
(
441
)
$
$
Commercial real estate non-owner occupied
(
123
)
Commercial real estate owner occupied
(
4,492
)
(
2,787
)
Commercial and industrial
(
23,303
)
Total Commercial
(
26,654
)
Construction
(
608
)
Mortgage
(
13,747
)
(
1,017
)
Leasing
(
12,321
)
Consumer
Credit cards
(
50,318
)
Home equity lines of credit
(
706
)
(
398
)
Personal
(
87,104
)
Auto
(
59,787
)
Other
(
2,149
)
Total Consumer
(
199,756
)
Total - Loans
$
$
$
$
(
239,748
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
$
Construction
Consumer
(
29
)
Ending balance - unfunded commitments [1]
$
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
43
For the quarter ended September 30, 2023
BPPR
Provision for
Allowance for
Beginning
credit losses
credit losses -
Ending
(In thousands)
Balance
(benefit)
PCD Loans
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
1,306
)
$
$
$
$
Commercial real estate non-owner occupied
(
326
)
(
27
)
Commercial real estate owner occupied
(
242
)
(
446
)
Commercial and industrial
(
4,605
)
(
2,311
)
Total Commercial
(
6,479
)
(
2,784
)
Construction
(
1,486
)
(
2,611
)
Mortgage
(
6,808
)
(
62
)
Leasing
(
2,287
)
(
2,292
)
Consumer
Credit cards
(
10,865
)
Home equity lines of credit
(
39
)
(
43
)
Personal
(
19,260
)
Auto
(
14,553
)
Other
(
494
)
Total Consumer
(
45,215
)
Total - Loans
$
$
$
$
(
52,964
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
(
400
)
$
$
$
$
Construction
(
1,768
)
Ending balance - unfunded commitments [1]
$
$
(
2,168
)
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
44
For the quarter ended September 30, 2023
Popular U.S.
Provision for
Beginning
credit losses
Ending
(In thousands)
Balance
(benefit)
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
9,651
)
$
$
$
Commercial real estate non-owner occupied
(
4,475
)
Commercial real estate owner occupied
(
1,688
)
(
1,218
)
Commercial and industrial
(
1,109
)
(
1,228
)
Total Commercial
(
16,923
)
(
2,446
)
Construction
Mortgage
(
1,252
)
Consumer
Home equity lines of credit
(
224
)
Personal
(
5,636
)
Other
(
43
)
Total Consumer
(
5,903
)
Total - Loans
$
$
(
10,503
)
$
(
8,349
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
Construction
Consumer
Ending balance - unfunded commitments [1]
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
45
For the quarter ended September 30, 2023
Popular Inc.
Provision for
Allowance for
Beginning
credit losses
credit losses -
Ending
(In thousands)
Balance
(benefit)
PCD Loans
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
(
10,957
)
$
$
$
$
Commercial real estate non-owner occupied
(
4,801
)
(
27
)
Commercial real estate owner occupied
(
1,930
)
(
1,664
)
Commercial and industrial
(
5,714
)
(
3,539
)
Total Commercial
(
23,402
)
(
5,230
)
Construction
(
2,611
)
Mortgage
(
8,060
)
(
62
)
Leasing
(
2,287
)
(
2,292
)
Consumer
Credit cards
(
10,865
)
Home equity lines of credit
(
267
)
Personal
(
24,896
)
Auto
(
14,553
)
Other
(
537
)
Total Consumer
(
51,118
)
Total - Loans
$
$
$
$
(
61,313
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
(
203
)
$
$
$
$
Construction
Consumer
Ending balance - unfunded commitments [1]
$
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
46
For the nine months ended September 30, 2023
BPPR
Impact of
Provision for
Allowance for
Beginning
Adopting
credit losses
credit losses -
Net write
Ending
(In thousands)
Balance
ASU 2022-02
(benefit)
PCD Loans
Charge-offs
Recoveries
down
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
$
(
1,730
)
$
$
$
$
$
Commercial real estate non-owner occupied
(
636
)
Commercial real estate owner occupied
(
1,161
)
(
7,409
)
(
525
)
Commercial and industrial
(
552
)
(
4,979
)
Total Commercial
(
1,713
)
(
6,140
)
Construction
(
2,611
)
Mortgage
(
33,556
)
(
15,113
)
(
1,205
)
Leasing
(
35
)
(
7,023
)
(
6,249
)
Consumer
Credit cards
(
27,998
)
(
601
)
Home equity lines of credit
(
107
)
(
111
)
Personal
(
7,020
)
(
49,441
)
Auto
(
21
)
(
34,770
)
Other
(
11,855
)
Total Consumer
(
7,041
)
(
124,175
)
(
601
)
Total - Loans
$
$
(
42,345
)
$
$
$
(
140,380
)
$
$
(
601
)
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
$
$
$
Construction
(
680
)
Ending balance - unfunded commitments [1]
$
$
$
(
128
)
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
47
For the nine months ended September 30, 2023
Popular U.S.
Impact of
Provision for
Beginning
Adopting
credit losses
Ending
(In thousands)
Balance
ASU 2022-02
(benefit)
Charge-offs
Recoveries
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
$
(
9,363
)
$
$
$
Commercial real estate non-owner occupied
(
7,108
)
Commercial real estate owner occupied
(
738
)
(
1,395
)
Commercial and industrial
(
3,808
)
Total Commercial
(
11,266
)
(
5,203
)
Construction
Mortgage
(
2,098
)
(
3,993
)
Consumer
Credit cards
(
1
)
Home equity lines of credit
(
419
)
(
419
)
Personal
(
1,140
)
(
14,093
)
Other
(
143
)
Total Consumer
(
1,140
)
(
14,656
)
Total - Loans
$
$
(
3,238
)
$
(
1,278
)
$
(
19,859
)
$
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
$
Construction
Consumer
(
34
)
Ending balance - unfunded commitments [1]
$
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
48
For the nine months ended September 30, 2023
Popular Inc.
Impact
Provision for
Allowance
for
Beginning
of adopting
credit losses
credit losses
-
Net write
Ending
(In thousands)
Balance
ASU 2022-02
(benefit)
PCD Loans
Charge-offs
Recoveries
down
Balance
Allowance for credit losses - loans:
Commercial
Commercial multi-family
$
$
$
(
11,093
)
$
$
$
$
$
Commercial real estate non-owner occupied
(
6,248
)
(
636
)
Commercial real estate owner occupied
(
1,161
)
(
8,147
)
(
1,920
)
Commercial and industrial
(
552
)
(
8,787
)
Total Commercial
(
1,713
)
(
11,167
)
(
11,343
)
Construction
(
2,611
)
Mortgage
(
35,654
)
(
19,106
)
(
1,205
)
Leasing
(
35
)
(
7,023
)
(
6,249
)
Consumer
Credit cards
(
27,999
)
(
601
)
Home equity lines of credit
(
526
)
(
530
)
Personal
(
8,160
)
(
63,534
)
Auto
(
21
)
(
34,770
)
Other
(
11,998
)
Total Consumer
(
8,181
)
(
138,831
)
(
601
)
Total - Loans
$
$
(
45,583
)
$
$
$
(
160,239
)
$
$
(
601
)
$
Allowance for credit losses - unfunded commitments:
Commercial
$
$
$
$
$
$
$
$
Construction
Consumer
(
34
)
Ending balance - unfunded commitments [1]
$
$
$
$
$
$
$
$
[1]
Allowance for credit losses of unfunded commitments is
presented as part of Other Liabilities in the Consolidated
Statements of Financial Condition.
Modifications
A
modification
constitutes
a
change
in
loan
terms
in
the
form
of
principal
forgiveness,
an
interest
rate
reduction,
other
than-
insignificant payment delay, term extension or combination of the above made
to a borrower experiencing financial difficulty.
The amount of outstanding commitments to lend additional funds to debtors with financial difficulties owing receivables whose terms
have been
modified during
the nine
months ended
September 30,
2024 and
September 30,
2023 amounted
to $
$
The following tables show the amortized cost basis of the loans modified to borrowers experiencing financial difficulties at the end of
the reporting period disaggregated by class of financing receivable and type of concession granted for the quarters and nine months
ended September
30, 2024
and September
30, 2023.
Loans modified
to borrowers
under financial
difficulties that
were fully
paid
down, charged-off or foreclosed upon by period end
are not reported.
49
Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the quarter ended September 30,
2024
Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Consumer:
%
%
%
%
%
%
Total
$
%
$
%
$
%
Term Extension
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Commercial multi-family
$
%
$
%
$
%
CRE non-owner occupied
%
%
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Construction
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
Other-Than-Insignificant Payment Delays
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
Combination - Term Extension
and Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
Combination -
Other-Than-Insignificant Payment Delays and Interest Rate
Reduction
Puerto Rico
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Commercial and industrial
$
%
$
%
$
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
50
Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the nine months ended September
30, 2024
Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
%
%
%
%
%
%
Total
$
%
$
%
$
%
Term Extension
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Commercial multi-family
$
%
$
%
$
%
CRE non-owner occupied
%
%
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Construction
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
%
%
%
Total
$
%
$
%
$
%
Other-Than-Insignificant Payment Delays
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
Combination - Term Extension
and Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
51
Combination - Other-Than-Insignificant Payment Delays
and Interest Rate Reduction
Puerto Rico
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2024
% of total class of
Financing
Receivable
Commercial and industrial
$
%
$
%
$
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
52
Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the quarter ended September 30,
2023
Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
%
%
%
Total
$
%
$
%
$
%
Term Extension
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
Other-Than-Insignificant Payment Delays
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Total
$
%
$
%
$
%
Combination - Term Extension
and Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
Combination -
Other-Than-Insignificant Payment Delays and Interest Rate
Reduction
Puerto Rico
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class
of Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
53
Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the nine months ended September
30, 2023
Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
%
%
%
%
%
%
Total
$
%
$
%
$
%
Term Extension
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Construction
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
%
%
%
Total
$
%
$
%
$
%
Principal Forgiveness
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
%
$
%
Total
$
%
$
%
$
%
Other-Than-Insignificant Payment Delays
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
Total
$
%
$
%
$
%
54
Combination - Term Extension
and Interest Rate Reduction
BPPR
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
%
$
%
CRE owner occupied
%
%
%
Commercial and industrial
%
%
%
Mortgage
%
%
%
Consumer:
%
%
%
%
%
%
Total
$
%
$
%
$
%
Combination - Other-Than-Insignificant Payment Delays
and Interest Rate Reduction
Puerto Rico
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE non-owner occupied
$
%
$
$
%
Commercial and industrial
%
%
Consumer:
%
%
Total
$
%
$
$
%
Combination - Other-Than-Insignificant Payment Delays
and Principal Forgiveness
Puerto Rico
Popular U.S.
Popular, Inc.
(Dollars in thousands)
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
Amortized Cost
Basis at
September 30,
2023
% of total class of
Financing
Receivable
CRE owner occupied
$
%
$
$
%
Total
$
%
$
$
%
55
The following tables describe the financial effect of the
modifications made to borrowers experiencing
financial difficulties:
For the quarter ended September 30, 2024
Interest rate reduction
Loan Type
Financial Effect
CRE Owner occupied
Reduced weighted-average contractual interest rate from
% to
%
Commercial and industrial
Reduced weighted-average contractual interest rate from
% to
%.
Mortgage
Reduced weighted-average contractual interest rate from
% to
%.
Consumer:
Credit cards
Reduced weighted-average contractual interest rate from
% to
%.
Personal
Reduced weighted-average contractual interest rate from
% to
%.
Term extension
Loan Type
Financial Effect
Commercial multi-family
Added a weighted-average of
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Construction
Added a weighted-average of
Mortgage
Added a weighted-average of
Consumer:
Personal
Added a weighted-average of
Other than insignificant payment delays
Loan Type
Financial Effect
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Consumer:
Credit cards
Added a weighted-average of
56
For the nine months ended September 30, 2024
Interest rate reduction
Loan Type
Financial Effect
CRE Non-owner occupied
Reduced weighted-average contractual interest rate from
% to
%.
CRE Owner occupied
Reduced weighted-average contractual interest rate from
% to
%.
Commercial and industrial
Reduced weighted-average contractual interest rate from
% to
%.
Mortgage
Reduced weighted-average contractual interest rate from
% to
%.
Consumer:
Credit cards
Reduced weighted-average contractual interest rate from
% to
%.
Personal
Reduced weighted-average contractual interest rate from
% to
.0%.
Other
Reduced weighted-average contractual interest rate from
.0% to
%.
Term extension
Loan Type
Financial Effect
Commercial multi-family
Added a weighted-average of
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Construction
Added a weighted-average of
Mortgage
Added a weighted-average of
Consumer:
Personal
Added a weighted-average of
Auto
Added a weighted-average of
Other than insignificant payment delay
Loan Type
Financial Effect
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Mortgage
Added a weighted-average of
Consumer:
Credit cards
Added a weighted-average of
57
For the quarter ended September 30, 2023
Interest rate reduction
Loan Type
Financial Effect
CRE Non-owner occupied
Reduced weighted-average contractual interest rate from
.0% to
%.
CRE Owner occupied
Reduced weighted-average contractual interest rate from
% to
%.
Commercial and industrial
Reduced weighted-average contractual interest rate from
% to
%.
Mortgage
Reduced weighted-average contractual interest rate from
% to
%.
Consumer:
Credit cards
Reduced weighted-average contractual interest rate from
% to
%.
Personal
Reduced weighted-average contractual interest rate from
.0% to
%.
Term extension
Loan Type
Financial Effect
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Mortgage
Added a weighted-average of
Consumer:
Personal
Added a weighted-average of
Other than insignificant payment delay
Loan Type
Financial Effect
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Consumer:
Credit cards
Added a weighted-average of
58
For the nine months ended September 30, 2023
Interest rate reduction
Loan Type
Financial Effect
CRE Non-owner occupied
Reduced weighted-average contractual interest rate from
.0% to
%.
CRE Owner occupied
Reduced weighted-average contractual interest rate from
% to
%.
Commercial and industrial
Reduced weighted-average contractual interest rate from
.0% to
%.
Mortgage
Reduced weighted-average contractual interest rate from
% to
%.
Consumer:
Credit cards
Reduced weighted-average contractual interest rate from
.0% to
%.
Personal
Reduced weighted-average contractual interest rate from
.0% to
%.
Auto
Reduced weighted-average contractual interest rate from
% to
%.
Other
Reduced weighted-average contractual interest rate from
.0% to
.0%.
Term extension
Loan Type
Financial Effect
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Construction
Added a weighted-average of
Mortgage
Added a weighted-average of
Consumer:
Personal
Added a weighted-average of
Auto
Added a weighted-average of
Principal forgiveness
Loan Type
Financial Effect
CRE Owner occupied
Reduced the amortized cost basis of the loans by $
Other than insignificant payment delay
Loan Type
Financial Effect
CRE Non-owner occupied
Added a weighted-average of
CRE Owner occupied
Added a weighted-average of
Commercial and industrial
Added a weighted-average of
Mortgage
Added a weighted-average of
Consumer:
Credit cards
Added a weighted-average of
Other
Added a weighted-average of
59
The
following
tables
present,
by
class,
the
performance
of
loans
that
have
been
modified
during
the
twelve
months
preceding
September 30, 2024. The
past due 90 days or
more categories includes all loans modified
classified as non-accruing at the
time of
the modification. These loans will continue in non-accrual status, and presented as past due 90 days or more, until the borrower has
demonstrated a willingness and ability to make the restructured loan payments (at least nine months of sustained performance after
the modification
or one
year for
loans providing
for quarterly
or semi-annual
payments) and
management has
concluded that
it is
probable that the borrower would not be in payment
default in the foreseeable future.
BPPR
Past Due 90 days or more [1]
(In thousands)
30-59 days
60-89 days
Past due 90
days or more
Total past
due
Current
Total
With Payment
Default
Without
Payment Default
Commercial multi-family
$
$
$
$
$
$
$
$
CRE non-owner occupied
CRE owner occupied
Commercial and industrial
Construction
Mortgage
Consumer:
Total
$
$
$
$
$
$
$
$
[1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or
charged-off, whichever occurs first. The recorded investment
as of period end is inclusive of all partial paydowns
and charge-offs since the modification
date. Loans modified with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.
Popular U.S.
Past Due 90 days or more [1]
(In thousands)
30-59 days
60-89 days
Past due 90
days or more
Total past
due
Current
Total
With Payment
Default
Without
Payment Default
Commercial multi-family
$
$
$
$
$
$
$
CRE owner occupied
Mortgage
Consumer:
Total
$
$
$
$
$
$
$
$
[1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or
charged-off, whichever occurs first. The recorded investment
as of period end is inclusive of all partial paydowns
and charge-offs since the modification
date. Loans modified with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.
60
Popular Inc.
Past Due 90 days or more [1]
(In thousands)
30-59 days
60-89 days
Past due 90
days or more
Total past
due
Current
Total
With Payment
Default
Without
Payment Default
Commercial multi-family
$
$
$
$
$
$
$
$
CRE non-owner occupied
CRE owner occupied
Commercial and industrial
Construction
Mortgage
Consumer:
Total
$
$
$
$
$
$
$
$
[1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or
charged-off, whichever occurs first. The recorded investment
as of period end is inclusive of all partial paydowns
and charge-offs since the modification
date. Loans modified with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.
61
The following tables present, by class, the
performance of loans that have been modified
during the nine months ended September
30, 2023.
BPPR
Past Due 90 days or more [1]
(In thousands)
30-59 days
60-89 days
Past due 90
days or more
Total past
due
Current
Total
With Payment
Default
Without
Payment Default
CRE non-owner occupied
$
$
$
$
$
$
$
$
CRE owner occupied
Commercial and industrial
Construction
Mortgage
Consumer:
Total
$
$
$
$
$
$
$
$
[1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or
charged-off, whichever occurs first. The recorded investment
as of period end is inclusive of all partial paydowns
and charge-offs since the modification
date. Loans modified with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.
Popular U.S.
Past Due 90 days or more [1]
(In thousands)
30-59 days
60-89 days
Past due 90
days or more
Total past
due
Current
Total
With Payment
Default
Without
Payment Default
CRE owner occupied
$
$
$
$
$
$
$
$
Commercial and industrial
Construction
Mortgage
Consumer:
Total
$
$
$
$
$
$
$
$
[1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or
charged-off, whichever occurs first. The recorded investment
as of period end is inclusive of all partial paydowns
and charge-offs since the modification
date. Loans modified with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.
62
Popular Inc.
Past Due 90 days or more [1]
(In thousands)
30-59 days
60-89 days
Past due 90
days or more
Total past
due
Current
Total
With Payment
Default
Without
Payment Default
CRE non-owner occupied
$
$
$
$
$
$
$
$
CRE owner occupied
Commercial and industrial
Construction
Mortgage
Consumer:
Total
$
$
$
$
$
$
$
$
[1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or
charged-off, whichever occurs first. The recorded investment
as of period end is inclusive of all partial paydowns
and charge-offs since the modification
date. Loans modified with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.
Payment
default
is
defined
as
a
restructured
loan
becoming
90
days
past
due
after
being
modified,
foreclosed
or
charged-off,
whichever occurs first.
During the quarter
and nine months
ended September 30,
2024, the outstanding
balance of loans
modified
for borrowers under
financial difficulties that
were subject to
payment default and that
had been modified during
the twelve months
preceding the default date was $
nine months ended September 30, 2023.
For the
quarter ended
September 30,
2024, extension
of maturity
and the
combination of
interest rate
reduction and
extension of
maturity
amounted
to
$
financial
difficulties
that
were subject
to
payment default
during the
year
preceding the
default date.
For the
nine months
ended
September 30,
2024, interest
rate reduction,
extension of maturity
and the
combination of
interest rate
reduction and
extension of
maturity amounted to $
under financial difficulties that were subject to payment default
during the year preceding the default date.
Credit Quality
The risk
rating system
provides for
the assignment
of ratings
at the
obligor level
based on
the financial
condition of
the borrower.
The
risk rating
analysis process
is
performed at
least
once a
year
or more
frequently if
events or
conditions change
which may
deteriorate the credit quality.
In the case of
consumer and mortgage loans, these
loans are classified considering their
delinquency
status at the end of the reporting period.
The following tables present the amortized cost basis, net of unearned income, of
loans held-in-portfolio based on the Corporation’s
assignment of obligor
risk ratings as
defined at September
30, 2024 and
December 31, 2023
and the gross
write-offs recorded by
vintage year. For
the definitions of the obligor risk ratings,
refer to the Credit Quality section of
Note 9 to the Consolidated Financial
Statements included in the 2023 Form 10-K:
63
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
BPPR
Commercial:
Commercial multi-family
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
multi-family
$
$
$
$
$
$
$
$
$
Commercial real estate non-owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate non-
owner occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Total commercial
real estate owner
occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial and industrial
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Loss
Total commercial
and industrial
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Construction
Pass
$
$
$
$
$
$
$
$
$
Special Mention
Substandard
Total construction
$
$
$
$
$
$
$
$
$
Mortgage
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total mortgage
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
64
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
BPPR
Leasing
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total leasing
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Consumer:
Credit cards
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total credit cards
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
$
$
$
Total HELOCs
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Personal
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Personal
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Auto
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Auto
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Other consumer
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Other
consumer
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Total BPPR
$
$
$
$
$
$
$
$
$
65
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
Popular U.S.
Commercial:
Commercial multi-family
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
multi-family
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate non-owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate non-
owner occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate owner
occupied
$
$
$
$
$
$
$
$
$
Commercial and industrial
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
and industrial
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Construction
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total construction
$
$
$
$
$
$
$
$
$
Mortgage
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total mortgage
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
66
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
Popular U.S.
Consumer:
Credit cards
Pass
$
$
$
$
$
$
$
$
$
Total credit cards
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total HELOCs
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Personal
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Personal
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Other consumer
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total Other
consumer
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Total Popular U.S.
$
$
$
$
$
$
$
$
$
67
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
Popular, Inc.
Commercial:
Commercial multi-family
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
multi-family
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate non-owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate non-
owner occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Total commercial
real estate owner
occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial and industrial
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Loss
Total commercial
and industrial
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
68
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
Popular, Inc.
Construction
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total construction
$
$
$
$
$
$
$
$
$
Mortgage
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total mortgage
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Leasing
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total leasing
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
69
September 30, 2024
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2024
2023
2022
2021
2020
Prior
Years
Total
Popular, Inc.
Consumer:
Credit cards
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total credit cards
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total HELOCs
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Personal
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Personal
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Auto
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Auto
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Other consumer
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Other
consumer
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Total Popular Inc.
$
$
$
$
$
$
$
$
$
70
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
BPPR
Commercial:
Commercial multi-family
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
multi-family
$
$
$
$
$
$
$
$
$
Commercial real estate non-owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate non-
owner occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Total commercial
real estate owner
occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial and industrial
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Total commercial
and industrial
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Construction
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total construction
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Mortgage
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total mortgage
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
71
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
BPPR
Leasing
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total leasing
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Consumer:
Credit cards
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total credit cards
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total HELOCs
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Personal
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Personal
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Auto
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Auto
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Other consumer
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Other
consumer
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Total BPPR
$
$
$
$
$
$
$
$
$
72
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
Popular U.S.
Commercial:
Commercial multi-family
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
multi-family
$
$
$
$
$
$
$
$
$
Commercial real estate non-owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate non-
owner occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate owner
occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
73
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
Popular U.S.
Commercial and industrial
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
and industrial
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Construction
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total construction
$
$
$
$
$
$
$
$
$
Mortgage
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total mortgage
$
$
$
$
$
$
$
$
$
74
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
Popular U.S.
Consumer:
Credit cards
Pass
$
$
$
$
$
$
$
$
$
Total credit cards
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total HELOCs
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Personal
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Personal
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Other consumer
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total Other
consumer
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Total Popular U.S.
$
$
$
$
$
$
$
$
$
75
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
Popular, Inc.
Commercial:
Commercial multi-family
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
multi-family
$
$
$
$
$
$
$
$
$
Commercial real estate non-owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total commercial
real estate non-
owner occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial real estate owner occupied
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Total commercial
real estate owner
occupied
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Commercial and industrial
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Doubtful
Total commercial
and industrial
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
76
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
Popular, Inc.
Construction
Pass
$
$
$
$
$
$
$
$
$
Watch
Special Mention
Substandard
Total construction
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Mortgage
Pass
$
$
$
$
$
$
$
$
$
Substandard
Total mortgage
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Leasing
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total leasing
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
77
December 31, 2023
Term Loans
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized
Cost Basis
Amortized Cost Basis by Origination Year
(In thousands)
2023
2022
2021
2020
2019
Prior
Years
Total
Popular, Inc.
Consumer:
Credit cards
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total credit cards
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total HELOCs
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Personal
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
$
$
$
$
$
$
$
$
$
Total Personal
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Auto
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Auto
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Other consumer
Pass
$
$
$
$
$
$
$
$
$
Substandard
Loss
Total Other
consumer
$
$
$
$
$
$
$
$
$
Year-to-Date gross
write-offs
$
$
$
$
$
$
$
$
$
Total Popular Inc.
$
$
$
$
$
$
$
$
$
78
Note 9 – Mortgage banking activities
Income
from
mortgage
banking
activities
includes
mortgage
servicing
fees
earned
in
connection
with
administering
residential
mortgage
loans
and
valuation
adjustments
on
mortgage
servicing
rights.
It
also
includes
gain
on
sales
and
securitizations
of
residential mortgage
loans, losses
on repurchased
loans, including
interest advances,
and trading
gains and
losses on
derivative
contracts
used
to
hedge
the
Corporation’s
securitization
activities.
In
addition,
fair
value
valuation
adjustments
to
residential
mortgage loans held for sale, if any, are recorded as part of the mortgage
banking activities.
The following table presents the components of mortgage
banking activities:
Quarters ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
2024
2023
Mortgage servicing fees, net of fair value adjustments:
Mortgage servicing fees
$
$
$
$
Mortgage servicing rights fair value adjustments
(
4,896
)
(
2,793
)
(
10,280
)
(
10,385
)
Total mortgage
servicing fees, net of fair value adjustments
Net gain (loss) on sale of loans, including valuation on loans
held-for-sale
(
335
)
(
133
)
Trading account (loss) profit:
Unrealized (loss) gains on outstanding derivative positions
(
44
)
Realized (loss) gains on closed derivative positions
(
261
)
(
249
)
Total trading account
(loss) profit
(
305
)
(
136
)
Losses on repurchased loans, including interest advances
(
8
)
(
43
)
(
139
)
(
277
)
Total mortgage
banking activities
$
$
$
$
[1
]
Effective on January 1, 2023, loans held-for-sale
are stated at fair value. Prior to such date, loans held-for-sale
were stated at lower-of-cost-or-
market.
79
Note 10 – Transfers of financial assets and mortgage servicing assets
The
Corporation
typically
transfers
conforming
residential
mortgage
loans
in
conjunction
with
GNMA,
FNMA
and
FHLMC
securitization transactions
whereby the
loans are
exchanged for
cash or
securities and
servicing rights.
As seller,
the Corporation
has made
certain representations
and warranties
with respect
to the
originally transferred
loans and,
in the
past,
has sold
certain
loans
with
credit
recourse
to
a
government-sponsored
entity,
namely
FNMA.
Refer
to
Note
19
to
the
Consolidated
Financial
Statements for a description of such arrangements.
2023 because they
did not contain
any credit recourse
arrangements. The securitizations completed
by the Corporation
during the
quarters and nine months ended September 30,
2024 and 2023 were completed without credit
recourse.
The
following tables
present the
initial fair
value of
the
assets obtained
as
proceeds from
residential mortgage
loans securitized
during the quarters and nine months ended September
30, 2024 and 2023:
Proceeds Obtained During the Quarter Ended September
30, 2024
(In thousands)
Level 1
Level 2
Level 3
Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA
$
$
$
$
Mortgage-backed securities - FNMA
$
$
$
$
Total trading account
debt securities
$
$
$
$
Mortgage servicing rights
$
$
$
$
Total
$
$
$
$
Proceeds Obtained During the Nine months Ended September
30, 2024
(In thousands)
Level 1
Level 2
Level 3
Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA
$
$
$
$
Mortgage-backed securities - FNMA
Total trading account
debt securities
$
$
$
$
Mortgage servicing rights
$
$
$
$
Total
$
$
$
$
Proceeds Obtained During the Quarter Ended September
30, 2023
(In thousands)
Level 1
Level 2
Level 3
Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA
$
$
$
$
Mortgage-backed securities - FNMA
Total trading account
debt securities
$
$
$
$
Mortgage servicing rights
$
$
$
$
Total
$
$
$
$
80
Proceeds Obtained During the Nine months Ended September
30, 2023
(In thousands)
Level 1
Level 2
Level 3
Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA
$
$
$
$
Mortgage-backed securities - FNMA
Total trading account
debt securities
$
$
$
$
Mortgage servicing rights
$
$
$
$
Total
$
$
$
$
During
the
nine
months
ended
September
30,
2024,
the
Corporation
retained
servicing
rights
on
whole
loan
sales
involving
approximately
$
approximately $
September 30, 2024 and 2023 were without credit
recourse agreements.
The Corporation recognizes as assets the rights to service loans for others,
whether these rights are purchased or result from asset
transfers such as sales and securitizations. These mortgage
servicing rights (“MSRs”) are measured at
fair value.
The
Corporation
uses
a
discounted
cash
flow
model
to
estimate
the
fair
value
of
MSRs.
The
discounted
cash
flow
model
incorporates
assumptions
that
market
participants
would
use
in
estimating
future
net
servicing
income,
including
estimates
of
prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late
fees, among other considerations. Prepayment speeds are
adjusted for the loans’ characteristics and portfolio behavior.
The following table presents the changes in MSRs measured using the
fair value method for the nine months ended September
30,
2024 and 2023.
81
Residential MSRs
(In thousands)
September 30, 2024
September 30, 2023
Fair value at beginning of period
$
$
Additions
Changes due to payments on loans
(
6,629
)
(
7,569
)
Reduction due to loan repurchases
(
372
)
(
468
)
Changes in fair value due to changes in valuation model inputs
or assumptions
(
3,279
)
(
1,828
)
Other
(
1,269
)
Fair value at end of period
$
$
[1] Represents changes due to collection / realization
of expected cash flows over time.
[2] At September 30, 2024, PB had MSRs amounting to
$
During the quarter
ended June 30,
2023, the Corporation
terminated a servicing
agreement,
in which it
acted as sub-servicer
for a
third
party,
for
a
portfolio
with
an
unpaid
principal
balance
of
approximately
$
approximately $
Residential mortgage loans serviced for others were $
Net mortgage servicing fees, a component of mortgage banking activities in the Consolidated Statements of Operations, include the
changes from period to period in the fair value of the MSRs, including changes due to collection / realization of expected cash flows.
The banking
subsidiaries receive servicing
fees based
on a
percentage of the
outstanding loan balance.
These servicing fees
are
credited to income
when they are
collected. At September
30, 2024, those
weighted average mortgage servicing
fees were
%
(September
30,
2023
-
%).
Under
these
servicing
agreements,
the
banking
subsidiaries
do
not
generally
earn
significant
prepayment penalty fees on the underlying loans
serviced.
The section
below includes
information on
assumptions used
in the
valuation model
of the
MSRs, originated
and purchased.
Key
economic assumptions used
in measuring the
servicing rights derived
from loans securitized
or sold by
the Corporation during
the
quarters and nine months ended September 30,
2024 and 2023 were as follows:
Quarters ended
Nine months ended
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
BPPR
PB
BPPR
PB
BPPR
PB
BPPR
PB
Prepayment speed
%
%
%
%
%
%
%
%
Weighted average life (in years)
Discount rate (annual rate)
%
%
%
%
%
%
%
%
Key
economic
assumptions
used
to
estimate
the
fair
value
of
MSRs
derived
from
sales
and
securitizations
of
mortgage
loans
performed
by
the
banking
subsidiaries
and
servicing
rights
purchased
from
other
financial
institutions,
and
the
sensitivity
to
immediate changes in those assumptions, were as follows
as of the end of the periods reported:
82
Originated MSRs
Purchased MSRs
September 30,
December 31,
September 30,
December 31,
(In thousands)
2024
2023
2024
2023
Fair value of servicing rights
$
$
$
$
Weighted average life (in years)
Weighted average prepayment speed (annual
rate)
%
%
%
%
Impact on fair value of 10% adverse change
$
(
704
)
$
(
696
)
$
(
1,513
)
$
(
1,440
)
Impact on fair value of 20% adverse change
$
(
1,377
)
$
(
1,365
)
$
(
2,965
)
$
(
2,827
)
Weighted average discount rate (annual rate)
%
%
%
%
Impact on fair value of 10% adverse change
$
(
1,277
)
$
(
1,387
)
$
(
2,685
)
$
(
2,871
)
Impact on fair value of 20% adverse change
$
(
2,470
)
$
(
2,686
)
$
(
5,203
)
$
(
5,562
)
At September 30, 2024,
the Corporation serviced $
(December 31, 2023
- $
the Corporation’s liability of estimated losses related
to loans serviced with credit recourse.
Under the GNMA
securitizations, the Corporation, as
servicer, has
the right to
repurchase (but not the
obligation), at its
option and
without
GNMA’s
prior
authorization,
any
loan
that
is
collateral
for
a
GNMA
guaranteed
mortgage-backed
security
when
certain
delinquency
criteria
are
met.
At
the
time
that
individual
loans
meet
GNMA’s
specified
delinquency
criteria
and
are
eligible
for
repurchase, the Corporation is deemed to have regained effective control over these loans if the Corporation was the pool issuer. At
September
30,
2024,
the
Corporation
had
recorded
$
Condition related to this
buy-back option program (December 31,
2023 - $
from payment forbearance programs but continue to reflect the
contractual delinquency until the borrower repays deferred payments
or
completes
a
payment
deferral modification
or
other
borrower assistance
alternative. As
long
as
the
Corporation continues
to
service the
loans that
continue to
be collateral
in a
GNMA guaranteed
mortgage-backed security,
the MSR
is recognized
by the
Corporation.
During the nine months ended
September 30, 2024, the Corporation repurchased approximately
$
$
economic benefits of
the transaction, which
results in a
reduction of the
servicing costs for these
severely delinquent loans, mainly
related
to
principal
and
interest
advances.
The
risk
associated
with
the
loans
is
reduced
due
to
their
guaranteed
nature.
The
Corporation may
place these
loans under
modification programs
offered by
FHA, VA
or United
States Department
of Agriculture
(USDA) or other loss mitigation
programs offered by the Corporation,
and once brought back to
current status, these may be
either
retained in portfolio or re-sold in the secondary
market.
83
Note 11 – Other real estate owned
The following
tables present
the activity
related to
Other Real
Estate Owned
(“OREO”),
for the
quarters and
nine months
ended
September 30, 2024 and 2023.
For the quarter ended September 30, 2024
OREO
OREO
(In thousands)
Commercial/Construction
Mortgage
Total
Balance at beginning of period
$
$
$
Write-downs in value
(
39
)
(
549
)
(
588
)
Additions
Sales
(
588
)
(
15,112
)
(
15,700
)
Ending balance
$
$
$
For the quarter ended September 30, 2023
OREO
OREO
(In thousands)
Commercial/Construction
Mortgage
Total
Balance at beginning of period
$
$
$
Write-downs in value
(
123
)
(
567
)
(
690
)
Additions
Sales
(
900
)
(
17,356
)
(
18,256
)
Ending balance
$
$
$
For the nine months ended September 30, 2024
OREO
OREO
(In thousands)
Commercial/Construction
Mortgage
Total
Balance at beginning of period
$
$
$
Write-downs in value
(
1,103
)
(
1,260
)
(
2,363
)
Additions
Sales
(
7,145
)
(
47,548
)
(
54,693
)
Other adjustments
(
65
)
(
65
)
Ending balance
$
$
$
For the nine months ended September 30, 2023
OREO
OREO
(In thousands)
Commercial/Construction
Mortgage
Total
Balance at beginning of period
$
$
$
Write-downs in value
(
362
)
(
1,587
)
(
1,949
)
Additions
Sales
(
2,626
)
(
58,277
)
(
60,903
)
Other adjustments
(
118
)
(
101
)
Ending balance
$
$
$
84
Note 12 − Other assets
The caption of other assets in the consolidated
statements of financial condition consists of the following
major categories:
(In thousands)
September 30, 2024
December 31, 2023
Net deferred tax assets (net of valuation allowance)
$
$
Investments under the equity method
Prepaid taxes
Other prepaid expenses
Capitalized software costs
Derivative assets
Trades receivable from brokers and counterparties
Receivables from investments maturities
Principal, interest and escrow servicing advances
Guaranteed mortgage loan claims receivable
Operating ROU assets (Note 27)
Finance ROU assets (Note 27)
Assets for pension benefit
Others
Total other assets
$
$
The Corporation regularly incurs in
capitalizable costs associated with software development or
licensing which are recorded within
the Other Assets line item in the accompanying Consolidated Statements of Financial Condition.
In addition, the Corporation incurs
costs
associated
with
hosting
arrangements
that
are
service
contracts
that
are
also
recorded
within
Other
Assets.
The
hosting
arrangements can
include capitalizable
implementation costs
that are
amortized during
the term
of the
hosting arrangement.
The
following
table
summarizes
the
composition
of
acquired
or
developed
software
costs
as
well
as
costs
related
to
hosting
arrangements:
Gross Carrying
Accumulated
Net
Carrying
(In thousands)
Amount
Amortization
Value
September 30, 2024
Software development costs
$
$
$
Software license costs
Cloud computing arrangements
Total Capitalized
software costs [1] [2]
$
$
$
December 31, 2023
Software development costs
$
$
$
Software license costs
Cloud computing arrangements
Total Capitalized
software costs [1] [2]
$
$
$
[1]
Software intangible assets are presented as part of Other
Assets in the Consolidated Statements of Financial Condition.
[2]
The tables above excludes assets that have been fully
amortized.
Total
amortization expense for
all capitalized software
and hosting arrangement
cost, reflected as
part of
technology and software
expenses in the consolidated statement of operations,
is as follows:
Quarters ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
2024
2023
Software development and license costs
$
$
$
$
Cloud computing arrangements
Total amortization
expense
$
$
$
$
85
Note 13 – Goodwill and other intangible assets
Goodwill
There were
third quarter of 2023, the Corporation recorded an impairment of
$
to
its
U.S. based
equipment leasing
subsidiary,
Popular Equipment
Finance (“PEF”),
due to
lower forecasted
cash flows
and an
increase in the rate used to discount cash flows.
The following table shows the changes in the carrying
amount of goodwill for the nine months ended
September 30, 2024 and 2023,
allocated by reportable segments, were as follows
(refer to Note 32 for the definition of the Corporation’s
reportable segments):
September 30, 2024
Balance at
Goodwill on
Goodwill
Balance at
(In thousands)
January 1, 2024
impairment
September 30, 2024
Banco Popular de Puerto Rico
$
$
$
$
Popular U.S.
Total Popular,
Inc.
$
$
$
$
September 30, 2023
Balance at
Goodwill on
Goodwill
Balance at
(In thousands)
January 1, 2023
impairment
September 30, 2023
Banco Popular de Puerto Rico
$
$
$
$
Popular U.S.
(
23,000
)
Total Popular,
Inc.
$
$
$
(
23,000
)
$
Other Intangible Assets
The following table reflects the components of
other intangible assets subject to amortization:
Gross Carrying
Accumulated
Net
Carrying
(In thousands)
Amount
Amortization
Value
September 30, 2024
Core deposits
$
$
$
Other customer relationships
Total other intangible
assets
$
$
$
December 31, 2023
Core deposits
$
$
$
Other customer relationships
Total other intangible
assets
$
$
$
During the
quarter ended
September 30,
2024, the
Corporation recognized
$
intangible assets with definite useful lives (September 30, 2023 - $
the Corporation
recognized $
2023 - $
The following
table presents
the estimated
amortization of
the intangible
assets with
definite useful
lives for
each of
the following
periods:
86
(In thousands)
Remaining 2024
$
Year 2025
Year 2026
Year 2027
Year 2028
Later years
Results of the Annual Goodwill Impairment Test
The Corporation’s goodwill and
other identifiable intangible assets having
an indefinite useful life
are tested for impairment,
at least
annually and
on a
more frequent basis
if events
or circumstances indicate
impairment could have
taken place. Such
events could
include,
among others,
a significant
adverse change
in the
business climate,
an adverse
action by
a regulator,
an unanticipated
change in the competitive environment and a decision
to change the operations or dispose of a
reporting unit.
Management
monitors
events
or
changes
in
circumstances
between
annual
tests
to
determine
if
these
events
or
changes
in
circumstances would more likely than not reduce
the fair value of its reporting units below their carrying
amounts.
The Corporation
performed the
annual goodwill
impairment evaluation
for the
entire organization
during the
third quarter
of 2024
using July 31, 2024 as the annual evaluation date. The reporting units
utilized for this evaluation were those that are one level below
the business segments,
which are the
legal entities within the
reportable segment. The Corporation
follows push-down accounting,
as such all goodwill is assigned to the reporting
units when carrying out a business combination.
In determining the fair value of each reporting unit, the Corporation generally uses a combination of methods, including market price
multiples
of
comparable
companies
and
transactions,
as
well
as
discounted
cash
flow
analysis.
Management
evaluates
the
particular circumstances
of each
reporting unit
in order
to determine
the most
appropriate valuation methodology
and the
weights
applied
to
each
valuation
methodology,
as
applicable.
The
Corporation
evaluates
the
results
obtained
under
each
valuation
methodology to
identify and
understand the
key
value drivers
in order
to
ascertain that
the
results obtained
are
reasonable and
appropriate
under
the
circumstances.
Elements
considered
include
current
market
and
economic
conditions,
developments
in
specific lines of business, and any particular
features in the individual reporting units.
The computations
require management
to make
estimates and
assumptions. Critical
assumptions that
are used
as part
of these
evaluations include:
●
●
●
●
●
For
purposes
of
the
market
comparable
companies’
approach,
valuations
were
determined
by
calculating
price
multiples
(using
averages or applying regression analyses) of relevant value drivers from a
group of companies that are comparable to the reporting
unit being analyzed and
applying those price multiples
to the value drivers
of the reporting unit.
Management uses judgment in
the
determination
of
which
value
drivers
are
considered
more
appropriate
for
each
reporting
unit.
Comparable
companies’
price
multiples represent minority-based multiples and thus, a control premium adjustment is added to the comparable
companies’ market
multiples applied to the reporting unit’s value drivers.
For purposes
of the
market comparable transactions’
approach, valuations had
been previously determined
by the
Corporation by
calculating
average
price
multiples
of
relevant
value
drivers
from
a
group
of
transactions
for
which
the
target
companies
are
comparable to the reporting unit being analyzed and
applying those price multiples to the value drivers
of the reporting unit.
For purposes
of the
discounted cash flows
(“DCF”) approach, the
valuation is
based on
estimated future cash
flows. The
financial
projections
used
in
the
DCF
valuation
analysis
for
each
reporting
unit
are
based
on
the
most
recent
(as
of
the
valuation
date)
financial
projections presented
to
the
Corporation’s Asset
/
Liability Management
Committee (“ALCO”).
The
growth assumptions
87
included
in
these
projections
are
based
on
management’s
expectations for
each
reporting
unit’s
financial
prospects
considering
economic and industry conditions as well
as particular plans of each entity
(i.e. restructuring plans, de-leveraging, etc.). The cost
of
equity used to
discount the cash flows
was calculated using the
Ibbotson Build-Up Method and
ranged from
% to
% for
the 2024 analysis. The Ibbotson Build-Up Method
builds up a cost of equity
starting with the rate of
return of a “risk-free” asset (20-
year U.S. Treasury
note) and adds
to it additional
risk elements such as
equity risk premium, size
premium, industry risk
premium,
and a
specific geographic risk
premium (as applicable).
The resulting discount
rates were
analyzed in terms
of reasonability given
the current market conditions.
The
results
of
the
BPPR
annual
goodwill
impairment
test
as
of
July
31,
2024
indicated
that
the
estimated
fair
value
using
a
combination of
valuation methodologies
exceeded BPPR’s
equity value
by
approximately $
%
compared to
$
billion or
%, for the annual goodwill impairment test completed as
of July 31, 2023. PB’s annual
goodwill impairment test results
as
of such
dates indicated
that the
average estimated
fair value
using a
combination of
valuation methodologies
exceeded PB’s
equity
value
by
approximately
$
%,
compared
to
$
%,
for
the
annual
goodwill
impairment
test
completed as of July 31, 2023. Accordingly,
as legal entities, represented approximately
% of the Corporation’s total goodwill balance as of
the July 31, 2024 valuation date.
Furthermore,
as
part
of
the
analyses,
management
performed
a
reconciliation
of
the
aggregate
fair
values
determined
for
the
reporting units to the market capitalization of the Corporation concluding that the
fair value results determined for the reporting units
in the July 31, 2024 annual assessment were reasonable.
The goodwill
impairment evaluation
process requires
the Corporation
to
make estimates
and assumptions
with regard
to the
fair
value
of
the
reporting
units.
Actual
values
may
differ
significantly
from
these
estimates.
Such
differences
could
result
in
future
impairment of goodwill that would, in turn, negatively
impact the Corporation’s results of operations and the
reporting units where the
goodwill is recorded. Particularly for reporting units with recognized impairments or where the
estimated fair value approximates the
equity value,
future decreases
in fair
value estimates
could result
in additional
impairment charges.
Additionally,
declines in
the
Corporation’s
market
capitalization and
adverse economic
conditions
sustained
over
a
longer
period of
time
negatively
affecting
forecasted earnings could increase the risk of goodwill
impairment in the future.
A decline in
the Corporation’s stock
price related to
global and/or regional macroeconomic
conditions, a deterioration in
the Puerto
Rico
or
the
U.S.
economies,
increases
in
the
rate
to
discount
future
cash
flows,
and
lower
future
earnings
estimates
could,
individually or
in the
aggregate, have a
material impact on
the determination of
the fair value
of our reporting
units, which could
in
turn
result
in
an
impairment of
goodwill in
the
future.
An
impairment of
goodwill would
result
in
a non-cash
expense,
net
of
tax
impact. A charge to earnings related to a goodwill
impairment would not materially impact regulatory
capital calculations.
The following tables present the gross amount
of goodwill and accumulated impairment losses
by reportable segments.
September 30, 2024
Balance at
Balance at
September 30,
Accumulated
September 30,
2024
impairment
2024
(In thousands)
losses
Banco Popular de Puerto Rico
$
$
$
Popular U.S.
Total Popular,
Inc.
$
$
$
88
December 31, 2023
December 31,
Accumulated
December 31,
2023
impairment
2023
(In thousands)
losses
Banco Popular de Puerto Rico
$
$
$
Popular U.S.
Total Popular,
Inc.
$
$
$
89
Note 14 – Deposits
Total deposits as of the end of the periods presented consisted of:
(In thousands)
September 30, 2024
December 31, 2023
Savings accounts
$
$
NOW, money market and other interest
bearing demand deposits
Total savings, NOW,
money market and other interest bearing demand
deposits
Certificates of deposit:
Under $250,000
$250,000 and over
Total interest bearing
deposits
$
$
Non- interest bearing deposits
$
$
Total deposits
$
$
A summary of certificates of deposits by maturity at
September 30, 2024 follows:
(In thousands)
2024
$
2025
2026
2027
2028
2029 and thereafter
Total certificates of
deposit
$
At September 30, 2024, the Corporation had brokered
deposits amounting to $
The aggregate amount of overdrafts in demand deposit accounts that were reclassified to
loans was $
2024 (December 31, 2023 - $
At September 30, 2024,
Puerto Rico government deposits amounted
to $
bearing accounts.
These government
deposits are
indexed to
short-term market
rates and
fluctuate in
cost with
changes in
those
rates, in
accordance with contractual
terms. Public
deposit balances are
difficult to
predict. For example,
the receipt
by the Puerto
Rico
Government
of
hurricane
recovery
related
Federal
assistance
and
seasonal
tax
collections
could
increase
public
deposit
balances at BPPR.
On the other hand,
the amount and
timing of reductions
in balances are
likely to be
impacted by,
for example,
the speed at
which federal assistance
is distributed,
the financial condition,
liquidity and cash
management practices of the
Puerto
Rico
Government
and
its
instrumentalities
and
the
implementation
of
fiscal
and
debt
adjustment
plans
approved
pursuant
to
PROMESA or
other
actions
mandated by
the
Fiscal
Oversight and
Management Board
for Puerto
Rico
(the
“Oversight Board”).
Generally, these deposits require that
the bank pledge high credit quality securities as collateral, therefore,
liquidity risk arising from
government deposit outflows are lower.
90
Note 15 – Borrowings
Assets sold under agreements to repurchase
Assets sold under agreements to repurchase amounted
to $
2023.
The Corporation’s
repurchase transactions are
overcollateralized with the
securities detailed in
the table
below.
The Corporation’s
repurchase
agreements
have
a
right
of
set-off
with
the
respective
counterparty
under
the
supplemental
terms
of
the
master
repurchase agreements.
In an
event of
default,
each party
has a
right of
set-off
against the
other party
for amounts
owed in
the
related
agreement
and
any
other
amount
or
obligation
owed
in
respect
of
any
other
agreement
or
transaction
between
them.
Pursuant to the
Corporation’s accounting policy,
the repurchase agreements
are not offset
with other repurchase
agreements held
with the same counterparty.
The following table
presents information related to
the Corporation’s repurchase
transactions accounted for as
secured borrowings
that
are
collateralized
with
debt
securities
available-for-sale,
debt
securities
held-to-maturity,
and
other
assets
held-for-trading
purposes or
which have
been obtained
under agreements
to resell.
It is
the Corporation’s
policy to
maintain effective
control over
assets sold under agreements to repurchase; accordingly, such
securities continue to be carried on the Consolidated Statements of
Financial Condition.
Repurchase agreements accounted for as secured borrowings
September 30, 2024
December 31, 2023
Repurchase
Repurchase
(In thousands)
U.S. Treasury securities
Within 30 days
$
$
After 30 to 90 days
After 90 days
Total U.S. Treasury
securities
Mortgage-backed securities
Total mortgage-backed
securities
Collateralized mortgage obligations
Total collateralized
mortgage obligations
Total
$
$
Repurchase agreements in this portfolio
are generally short-term, often overnight.
As such our risk
is very limited.
We manage the
liquidity risks arising from secured
funding by sourcing funding globally from
a diverse group of counterparties, providing
a range of
securities collateral and pursuing longer durations,
when appropriate.
Other short-term borrowings
There were
91
Notes Payable
The following table presents the composition of notes
payable at September 30, 2024 and December
31, 2023.
(In thousands)
September 30, 2024
December 31, 2023
Advances with the FHLB with maturities ranging from
fixed rates ranging from
% to
%
$
$
Unsecured senior debt securities maturing on
%, net of debt issuance costs of $
[1]
Junior subordinated deferrable interest debentures (related to
trust preferred securities) maturing on
% to
%, net of debt issuance costs of $
Total notes payable
$
$
Note: Refer to the 2023 Form 10-K for rates information
at December 31, 2023.
[1] On March 13, 2023, the Corporation issued $
% Senior Notes due
underwritten public offering. The Corporation used a
portion of the net proceeds of the 2028 Notes offering
to redeem, on August 14, 2023, the
outstanding $
% Senior Notes which were due on September
. The redemption price was
equal to
% of the principal amount plus accrued and unpaid
interest through the redemption date.
A breakdown of borrowings by contractual maturities
at September 30, 2024 is included in the table
below.
Assets sold under
(In thousands)
agreements to
repurchase
Notes payable
Total
2024
$
$
$
2025
2026
2028
Later years
Total borrowings
$
$
$
At
September
30,
2024
and
December 31,
2023,
the
Corporation had
FHLB
borrowing facilities
whereby the
Corporation could
borrow up to
$
each of September 30, 2024 and December 31, 2023, the Corporation had placed $
collateral for municipal letters of credit
to secure deposits. The FHLB
borrowing facilities are collateralized with securities
and loans
held-in-portfolio, and do not have restrictive covenants
or callable features.
Also, at September
30, 2024, the Corporation
had borrowing facilities
at the discount
window of the
Federal Reserve Bank of
New
York
amounting to
$
31, 2023.
The facilities are a collateralized source of credit
that is highly reliable even under difficult market conditions.
92
Note 16 − Other liabilities
The caption of other liabilities in the consolidated
statements of financial condition consists of the following
major categories:
(In thousands)
September 30, 2024
December 31, 2023
Accrued expenses
$
$
Accrued interest payable
Accounts payable
Dividends payable
Trades payable
Liability for GNMA loans sold with an option to repurchase
Reserves for loan indemnifications
Reserve for operational losses
Operating lease liabilities (Note 27)
Finance lease liabilities (Note 27)
Pension benefit obligation
Postretirement benefit obligation
Others
Total other liabilities
$
$
93
Note 17 – Stockholders’ equity
As
of
September
30,
2024,
stockholders’
equity
totaled
$
Corporation declared cash dividends of $
) per common share amounting to $
The quarterly dividend of $
paid on
.
During the quarter
ended September 30,
2024, the Corporation
completed the repurchase
of
$
million.
94
Note 18 – Other comprehensive income (loss)
The
following
table
presents
changes
in
accumulated
other
comprehensive
income
(loss)
by
component
for
the
quarters
ended
September 30, 2024 and, 2023.
Changes in Accumulated Other Comprehensive Loss
by Component [1]
Quarters ended
Nine months ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Foreign currency translation
Beginning Balance
$
(
68,383
)
$
(
55,979
)
$
(
64,528
)
$
(
56,735
)
Other comprehensive income (loss)
(
976
)
(
3,240
)
(
220
)
Net change
(
976
)
(
3,240
)
(
220
)
Ending balance
$
(
67,768
)
$
(
56,955
)
$
(
67,768
)
$
(
56,955
)
Adjustment of pension and
postretirement benefit plans
Beginning Balance
$
(
113,371
)
$
(
138,319
)
$
(
117,894
)
$
(
144,335
)
Amounts reclassified from accumulated other
comprehensive loss for amortization of net losses
Net change
Ending balance
$
(
111,110
)
$
(
135,310
)
$
(
111,110
)
$
(
135,310
)
Unrealized net holding losses
on debt securities
Beginning Balance
$
(
1,696,528
)
$
(
2,134,137
)
$
(
1,713,109
)
$
(
2,323,903
)
Other comprehensive income (loss)
(
242,567
)
(
120,756
)
Amounts reclassified from accumulated other
comprehensive loss for amortization of net unrealized
losses of debt securities transferred from available-for-
sale to held-to-maturity
Net change
(
207,540
)
(
17,774
)
Ending balance
$
(
1,334,116
)
$
(
2,341,677
)
$
(
1,334,116
)
$
(
2,341,677
)
Unrealized net (losses) gains
on cash flow hedges
Beginning Balance
$
$
$
$
Other comprehensive (loss) income before
reclassifications
(
19
)
Amounts reclassified from accumulated other
comprehensive income (loss)
(
26
)
Net change
(
45
)
Total
$
(
1,512,994
)
$
(
2,533,942
)
$
(
1,512,994
)
$
(
2,533,942
)
[1]
All amounts presented are net of tax.
95
The following table
presents the amounts
reclassified out of
each component of
accumulated other comprehensive loss
during the
quarters and nine months ended September 30,
2024 and 2023.
Reclassifications Out of Accumulated Other Comprehensive
Loss
Quarters ended
Nine months ended
Affected Line Item in the
September 30,
September 30,
(In thousands)
Consolidated Statements of Operations
2024
2023
2024
2023
Adjustment of pension and postretirement benefit plans
Amortization of net losses
Other operating expenses
$
(
3,618
)
$
(
4,814
)
$
(
10,854
)
$
(
14,440
)
Total before tax
(
3,618
)
(
4,814
)
(
10,854
)
(
14,440
)
Income tax benefit
Total net of tax
$
(
2,261
)
$
(
3,009
)
$
(
6,784
)
$
(
9,025
)
Unrealized net holding losses on debt securities
Amortization of unrealized net losses of debt
securities transferred to held-to-maturity
Interest income from investment securities
$
(
45,331
)
$
(
43,783
)
$
(
133,761
)
$
(
128,726
)
Total before tax
(
45,331
)
(
43,783
)
(
133,761
)
(
128,726
)
Income tax expense
Total net of tax
$
(
36,264
)
$
(
35,027
)
$
(
107,008
)
$
(
102,982
)
Unrealized net (losses) gains on cash flow hedges
Forward contracts
Mortgage banking activities
$
$
$
$
Total before tax
Income tax benefit
(
15
)
Total net of tax
$
$
$
$
Total reclassification
adjustments, net of tax
$
(
38,525
)
$
(
38,036
)
$
(
113,792
)
$
(
111,981
)
96
Note 19 – Guarantees
At September
30, 2024,
the Corporation
recorded a
liability of
$
unamortized balance of the obligations
undertaken in issuing the
guarantees under the standby letters of
credit. Management does
not anticipate any material losses related to these
instruments.
From time to time, the Corporation securitized mortgage loans into guaranteed mortgage-backed securities subject to limited, and in
certain instances, lifetime credit
recourse on the loans
that serve as
collateral for the
mortgage-backed securities. The Corporation
has
not sold
any
mortgage
loans subject
to
credit
recourse since
2009.
At
September
30, 2024,
the Corporation
serviced
$
million
(December
31,
2023
-
$
associated
with
FNMA
and
FHLMC
residential
mortgage
loan
securitization
programs.
In
the
event
of
any
customer
default,
pursuant to the credit recourse provided,
the Corporation is required to repurchase the
loan or reimburse the third party
investor for
the incurred
loss. The
maximum potential
amount of
future payments
that the
Corporation would
be required
to
make
under the
recourse
arrangements
in
the
event
of
nonperformance
by
the
borrowers
is
equivalent
to
the
total
outstanding
balance
of
the
residential mortgage loans serviced with
recourse and interest, if applicable. During
the quarter and nine months
ended September
30,
2024,
the
Corporation
repurchased
approximately
$
mortgage loans subject
to the credit
recourse provisions (September 30,
2023
-
$
event of
nonperformance by the
borrower, the
Corporation has
rights to
the underlying
collateral securing
the mortgage
loan. The
Corporation suffers ultimate losses on these loans when the proceeds from a foreclosure sale of the property underlying a defaulted
mortgage loan are
less than the
outstanding principal balance
of the
loan plus any
uncollected interest advanced
and the costs
of
holding and
disposing the
related property.
At September
30, 2024,
the Corporation’s
liability established
to cover
the estimated
credit loss exposure related to loans sold or serviced
with credit recourse amounted to $
The following table shows the changes in the Corporation’s liability of estimated losses related to loans serviced with credit recourse
provisions during the quarters and nine months
ended September 30, 2024 and 2023.
Quarters ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
2024
2023
Balance as of beginning of period
$
$
$
$
Provision (benefit) for recourse liability
(
808
)
(
768
)
Net charge-offs
(
54
)
(
54
)
(
247
)
(
552
)
Balance as of end of period
$
$
$
$
From time
to
time, the
Corporation sells
loans and
agrees to
indemnify the
purchaser for
credit
losses or
any
breach of
certain
representations and warranties made in connection
with the sale.
Servicing agreements
relating to
the mortgage-backed
securities programs
of FNMA,
FHLMC and
GNMA, and
to mortgage
loans
sold or serviced to certain other investors, including FHLMC,
require the Corporation to advance funds to
make scheduled payments
of principal, interest, taxes and insurance, if such payments have not
been received from the borrowers. At September 30, 2024, the
Corporation serviced $
2023 - $
from liquidation proceeds when the mortgage
loan is foreclosed or,
in the case of FHA/VA
loans, under the applicable FHA
and
VA
insurance
and guarantees
programs. However,
in the
meantime, the
Corporation must
absorb the
cost
of the
funds
it
advances
during the
time the
advance is
outstanding. The
Corporation must
also bear
the costs
of attempting
to collect
on delinquent
and
defaulted
mortgage
loans.
In
addition,
if
a
defaulted
loan
is
not
cured,
the
mortgage
loan
would
be
canceled
as
part
of
the
foreclosure proceedings and the Corporation would
not receive any future servicing income
with respect to that loan. At
September
30,
2024,
the
outstanding
balance
of
funds
advanced
by
the
Corporation under
such
mortgage
loan
servicing
agreements
was
approximately
$
servicing portfolio experience
increased delinquencies, the Corporation
would be required
to dedicate additional
cash resources to
comply with its obligation to advance funds as well
as incur additional administrative costs related
to increases in collection efforts.
Popular,
Inc. Holding
Company (“PIHC”) fully
and unconditionally guarantees
certain borrowing
obligations issued by
certain of
its
% owned
consolidated subsidiaries
amounting to
$
addition, at both
September 30, 2024 and
December 31, 2023, PIHC
fully and unconditionally guaranteed
on a subordinated basis
$
97
applicable
guarantee
agreement.
Refer
to
Note
18
to
the
Consolidated Financial
Statements
in
the
2023
Form
10-K
for
further
information on the trust preferred securities.
98
Note 20 – Commitments and contingencies
Off-balance sheet risk
The Corporation
is a
party to
financial instruments
with off-balance
sheet credit
risk in
the normal
course of
business to
meet the
financial needs of its customers. These financial instruments
include loan commitments, letters of credit and standby
letters of credit.
These instruments involve,
to varying
degrees, elements of
credit and
interest rate
risk in
excess of
the amount
recognized in
the
consolidated statements of financial condition.
The
Corporation’s
exposure
to
credit
loss
in
the
event
of
nonperformance
by
the
other
party
to
the
financial
instrument
for
commitments to extend credit, standby
letters of credit and financial
guarantees is represented by the
contractual notional amounts
of those instruments. The
Corporation uses the same
credit policies in
making these commitments and conditional
obligations as it
does for those reflected on the consolidated statements
of financial condition.
Financial instruments with
off-balance sheet credit
risk, whose contract
amounts represent potential credit
risk as of
the end of
the
periods presented were as follows:
(In thousands)
September 30, 2024
December 31, 2023
Commitments to extend credit:
Credit card lines
$
$
Commercial lines of credit
Construction lines of credit
Other consumer unused credit commitments
Commercial letters of credit
Standby letters of credit
Commitments to originate or fund mortgage loans
Once At September 30,
2024 and December 31,
2023, the Corporation maintained a
reserve of approximately $
million, respectively, for potential losses associated with unfunded loan commitments related to
commercial and construction lines of
credit.
Other commitments
At September 30,
2024 and December
31, 2023, the
Corporation also maintained
other non-credit commitments
for approximately
$
Business concentration
Since the Corporation’s business activities are concentrated primarily in Puerto Rico, its results of operations and financial condition
are dependent
upon the
general trends
of the
Puerto Rico
economy and,
in particular,
the residential
and commercial
real estate
markets. The concentration
of the Corporation’s
operations in Puerto Rico
exposes it to
greater risk than other
banking companies
with a wider geographic base. Its
asset and revenue composition by geographical area
is presented in Note 32
to the Consolidated
Financial Statements.
Puerto
Rico
has
faced
significant
fiscal
and
economic
challenges
for
over
a
decade.
In
response
to
such
challenges,
the
U.S.
Congress enacted the
Puerto Rico Oversight
Management and Economic
Stability Act (“PROMESA”) in
2016, which, among
other
things,
established
the
Oversight
Board
and
a
framework
for
the
restructuring
of
the
debts
of
the
Commonwealth,
its
instrumentalities
and
municipalities.
The
Commonwealth
and
several
of
its
instrumentalities
have
availed
themselves
of
debt
restructuring proceedings
under PROMESA.
As
of the
date of
this report,
while municipalities
have been
designated as
covered
entities under PROMESA, no municipality has commenced, or has been authorized by the Oversight Board to commence, any such
debt restructuring proceeding under PROMESA.
At September 30, 2024, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities
totaled $
outstanding,
$
Substantially all
of the
amount outstanding
at September
30, 2024
and December
31, 2023
were obligations
from various
Puerto
Rico
municipalities.
In
most
cases,
these
were
“general
obligations”
of
a
municipality,
to
which
the
applicable
municipality
has
pledged
its
good
faith,
credit
and
unlimited
taxing
power,
or
“special
obligations”
of
a
municipality,
to
which
the
applicable
municipality
has
pledged
other
revenues.
At
September
30,
2024,
%
of
the
Corporation’s
exposure
to
municipal
loans
and
99
securities
was
concentrated
in
the
municipalities
of
San
Juan,
Guaynabo,
Carolina
and
Caguas.
In
July
2024,
the
Corporation
received scheduled principal payments amounting to $
The following table details the loans and investments representing the Corporation’s direct exposure to
the Puerto Rico government
according to their maturities as of September 30, 2024
:
(In thousands)
Investment
Portfolio
Loans
Total Outstanding
Total Exposure
Central Government
Within 1 year
After 5 to 10 years
After 10 years
Total Central
Government
Municipalities
Within 1 year
After 1 to 5 years
After 5 to 10 years
After 10 years
Total Municipalities
Total Direct Government
Exposure
$
$
$
$
In
addition,
at
September
30,
2024,
the
Corporation
had
$
governmental entities
but for
which the
principal source
of repayment
is non-governmental
($
These
included
$
governmental instrumentality that
has been
designated as a
covered entity under
PROMESA (December 31,
2023 -
$
These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the
HFA insurance covers losses in
the event
of a
borrower default
and upon
the satisfaction
of certain
other conditions.
The Corporation
also had
at September
30,
2024, $
for which HFA
also provides insurance to
cover losses in
the event of
a borrower default
and upon the
satisfaction of certain
other
conditions (December
31, 2023
- $
directly or those serving as collateral for the HFA
bonds default and the collateral is insufficient to satisfy the
outstanding balance of
these loans, HFA’s
ability to honor its insurance will depend, among other factors, on the financial condition of HFA
at the time such
obligations
become
due
and
payable. The
Corporation does
not consider
the
government guarantee
when
estimating the
credit
losses
associated
with
this
portfolio.
Although
the
Governor
is
currently
authorized
by
local
legislation
to
impose
a
temporary
moratorium on the financial obligations of the HFA, a moratorium on
such obligations has not been imposed as of
the date hereof.
BPPR’s
commercial loan
portfolio also
includes loans
to
private borrowers
who
are service
providers, lessors,
suppliers or
have
other relationships with the government. These
borrowers could be negatively affected by
the Commonwealth’s fiscal crisis and
the
ongoing
Title
III
proceedings
under
PROMESA.
Similarly,
BPPR’s
mortgage
and
consumer
loan
portfolios
include
loans
to
government
employees
and
retirees,
which
could
also
be
negatively
affected
by
fiscal
measures
such
as
employee
layoffs
or
furloughs or reductions in pension benefits.
In
addition,
$
Government
or
its
agencies
at
September
30,
2024
(compared
to
$
2023). The
Corporation also had
U.S. Treasury
and obligations from
the U.S. Government,
its agencies or
government sponsored
entities
within the
portfolio of
available-for-sale and
held-to-maturity securities
as
described in
Note 5
and
6 to
the Consolidated
Financial Statements.
At September 30, 2024, the Corporation had
operations in the United States Virgin
Islands (the “USVI”) and had approximately $
million
in
direct
exposure
to
USVI
government
entities
(December
31,
2023
-
$
number of
fiscal and
economic challenges
that could
adversely affect
the ability
of its
public corporations
and instrumentalities
to
service their outstanding debt obligations.
100
At September 30, 2024,
the Corporation had operations
in the British Virgin
Islands (“BVI”) and it
had a loan portfolio
amounting to
approximately
$
December 31, 2023. At September 30, 2024, the Corporation
had no significant exposure to a single borrower
in the BVI.
FDIC Special Assessment
On
November
16,
2023,
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
approved
a
final
rule
that
imposes
a
special
assessment (the “FDIC
Special Assessment”) to recover
the losses to
the deposit insurance
fund resulting from
the FDIC’s use,
in
March 2023,
of the systemic
risk exception to
the least-cost resolution
test under the
Federal Deposit Insurance
Act in
connection
with the
receiverships of
several failed
banks. In
connection with
this assessment,
the Corporation
recorded an
expense of
$
million, $
During the first quarter of 2024, the Corporation recorded an additional expense of $
FDIC's
higher
loss
estimate
which increased
from
$
assessment amount and collection period may
change as the estimated loss
is periodically adjusted or if
the total amount collected
varies.
Legal Proceedings
The nature
of Popular’s business
ordinarily generates
claims, litigation,
regulatory and
governmental investigations, and
legal and
administrative cases
and proceedings (collectively,
“Legal Proceedings”). When
the Corporation
determines that it
has meritorious
defenses to the claims
asserted, it vigorously defends
itself. The Corporation will
consider the settlement of
cases (including cases
where it has meritorious defenses) when, in management’s judgment,
it is in the best interest of the Corporation and
its stockholders
to do so.
On at least
a quarterly basis,
Popular assesses its
liabilities and contingencies
relating to outstanding Legal
Proceedings
utilizing the most current information available. For
matters where it is probable that the Corporation will
incur a material loss and the
amount can be reasonably estimated, the Corporation establishes an accrual for
the loss. Once established, the accrual is
adjusted
on at least a quarterly basis to reflect any relevant
developments, as appropriate. For matters where a material loss is not probable,
or the amount of the loss cannot be reasonably
estimated, no accrual is established.
In certain cases,
exposure to loss
exists in
excess of any
accrual to the
extent such loss
is reasonably possible,
but not
probable.
Management believes and
estimates that the
range of reasonably
possible losses (with
respect to those
matters where such
limits
may be determined in
excess of amounts accrued) for
current Legal Proceedings ranged from
$
of
September
30,
2024.
In
certain cases,
management cannot
reasonably
estimate the
possible
loss
at
this
time.
Any
estimate
involves significant judgment, given the
varying stages of the
Legal Proceedings (including the fact
that many of them
are currently
in preliminary stages), the
existence of multiple
defendants in several of
the current Legal Proceedings
whose share of liability
has
yet to be determined, the numerous unresolved issues in
many of the Legal Proceedings, and the inherent uncertainty
of the various
potential
outcomes
of
such
Legal
Proceedings.
Accordingly,
management’s
estimate
will
change
from
time-to-time,
and
actual
losses may be more or less than the current estimate.
While the
outcome of
Legal Proceedings
is inherently
uncertain, based
on information
currently available,
advice of
counsel, and
available
insurance
coverage,
management
believes
that
the
amount
it
has
already
accrued
is
adequate
and
any
incremental
liability arising from
the Legal Proceedings
in matters in
which a loss
amount can be
reasonably estimated will not
have a material
adverse effect
on the Corporation’s
consolidated financial position.
However, in
the event
of unexpected future
developments, it is
possible that
the ultimate
resolution of
these matters
in a
reporting period, if
unfavorable, could have
a material
adverse effect
on
the Corporation’s consolidated financial position for that period.
Set forth below is a description of the Corporation’s
significant Legal Proceedings.
Insufficient Funds and Overdraft Fees Class Actions
Popular, Inc. (“Popular”) was named as a defendant on a putative class action complaint captioned Golden v. Popular, Inc. originally
filed in March 2020
before the U.S. District Court for
the Southern District of New
York, seeking
damages, restitution and injunctive
relief. Plaintiff alleged
breach of contract, violation
of the covenant of
good faith and fair
dealing, unjust enrichment and
violation of
101
New York
consumer protection law due to Popular’s purported
practice of charging overdraft fees
(“OD Fees”) on transactions that,
under plaintiffs’ theory,
do not overdraw the account. In
October 2022, the parties reached a
settlement in principle on a
class-wide
basis subject
to final
court approval. On
July 9,
2024, the
court granted
final approval
to the
settlement agreement. This
matter is
now closed.
Popular was named as a defendant on a putative class action complaint captioned Lipsett v. Popular, Inc. d/b/a Banco Popular, filed
on January 31, 2022 before the U.S. District Court for the Southern District of
New York, seeking damages, restitution and injunctive
relief. Similar
to the
claims set
forth in
the aforementioned
Golden complaint,
Plaintiff alleged
breach of
contract, violations
of the
covenant of
good faith and
fair dealing
and unjust enrichment,
as a
result of Popular’s
purported practice of
charging OD Fees
on
transactions that,
under plaintiffs’
theory,
do not
overdraw the
account.
The complaint
further
alleged that
Popular
assessed OD
Fees over authorized transactions for which sufficient funds are
held for settlement.
On May 2,
2024, the parties
reached a settlement
in principle on
a class-wide basis.
On July 25,
2024, the parties
filed before the
Court
a motion
for preliminary
approval of
the settlement
agreement, and,
on July
26, 2024,
the Court
issued an
order granting
preliminary approval of
the settlement
agreement. The Court
scheduled the final
approval hearing of
the settlement
agreement for
January 27, 2025.
102
Note 21 – Non-consolidated variable interest
entities
The Corporation is
involved with
are deemed to be variable interest entities (“VIEs”) since the equity investors at risk have no substantial decision-making rights. The
Corporation does not
hold any variable
interest in the
trusts, and therefore,
cannot be the
trusts’ primary beneficiary.
Furthermore,
the
Corporation concluded
that
it did
not
hold
a
controlling financial
interest
in
these
trusts
since the
decisions
of
the
trusts
are
predetermined through
the trust
documents and the
guarantee of
the trust
preferred securities is
irrelevant since
in substance
the
sponsor is guaranteeing its own debt.
Also, the
Corporation is
involved with
various special
purpose entities
mainly in
guaranteed mortgage
securitization transactions,
including
GNMA
and
FNMA.
The
Corporation
has
also
engaged
in
securitization
transactions
with
FHLMC,
but
considers
its
exposure in the
form of servicing
fees and servicing
advances not to be
significant
at September 30,
2024
.
These special purpose
entities
are
deemed
to
be
VIEs
since
they
lack
equity
investments
at
risk.
The
Corporation’s
continuing
involvement
in
these
guaranteed loan
securitizations includes
owning certain
beneficial interests in
the form
of securities as
well as
the servicing
rights
retained. The Corporation is not required to provide additional financial support to
any of the variable interest entities to which it has
transferred
the
financial
assets.
The
mortgage-backed
securities,
to
the
extent
retained,
are
classified
in
the
Corporation’s
Consolidated
Statements
of
Financial
Condition
as
available-for-sale
or
trading
securities.
The
Corporation
concluded
that,
essentially,
these
entities
(FNMA
and
GNMA)
control
the
design
of
their
respective
VIEs,
dictate
the
quality
and
nature
of
the
collateral, require
the underlying
insurance, set
the servicing
standards via
the servicing
guides and
can change
them at
will, and
can remove a
primary servicer with cause,
and without cause in
the case of
FNMA. Moreover, through
their guarantee obligations,
agencies (FNMA and GNMA) have the obligation
to absorb losses that could be potentially significant
to the VIE.
The
Corporation
holds
variable
interests
in
these
VIEs
in
the
form
of
agency
mortgage-backed
securities
and
collateralized
mortgage obligations, including those securities originated by the Corporation and those acquired from
third parties. Additionally, the
Corporation holds agency mortgage-backed securities
and agency collateralized mortgage obligations
issued by third party
VIEs in
which
it
has
no
other
form
of
continuing
involvement. Refer
to
Note
23
to
the
Consolidated
Financial
Statements
for
additional
information on the debt securities outstanding at September 30, 2024 and December 31, 2023, which are classified as available-for-
sale and
trading securities
in the
Corporation’s Consolidated
Statements of
Financial Condition. In
addition, the
Corporation holds
variable
interests
in
the
form
of
servicing
fees,
since
it
retains
the
right
to
service
the
transferred
loans
in
those
government-
sponsored special purpose entities (“SPEs”) and may also purchase the right to service loans in other government-sponsored SPEs
that were transferred to those SPEs by a third-party.
The following
table presents
the carrying
amount and
classification of
the assets
related to
the Corporation’s
variable interests
in
non-consolidated VIEs
and the
maximum exposure
to loss
as a
result of
the Corporation’s
involvement as
servicer of
GNMA and
FNMA loans at September 30, 2024 and
December 31, 2023.
103
(In thousands)
September 30, 2024
December 31, 2023
Assets
Servicing assets:
Mortgage servicing rights
$
$
Total servicing
assets
$
$
Other assets:
Servicing advances
$
$
Total other assets
$
$
Total assets
$
$
Maximum exposure to loss
$
$
The size of
the non-consolidated VIEs,
in which the
Corporation has a
variable interest in
the form
of servicing fees,
measured as
the total unpaid principal balance of the loans,
amounted to $
The Corporation
determined that
the maximum
exposure to
loss includes
the fair
value of
the MSRs
and the
assumption that
the
servicing
advances
at
September 30,
2024
and
December 31,
2023,
will
not
be
recovered.
The
agency
debt securities
are
not
included as part of the maximum exposure to loss
since they are guaranteed by the related agencies.
ASU 2009-17 requires that an ongoing primary beneficiary assessment should be made to determine whether the Corporation is the
primary beneficiary of any of the VIEs it is
involved with. The conclusion on the assessment of these non-consolidated VIEs has not
changed
since
their
initial
evaluation.
The
Corporation
concluded
that
it
is
still
not
the
primary
beneficiary
of
these
VIEs,
and
therefore, these VIEs are not required to be consolidated
in the Corporation’s financial statements at September 30,
2024.
104
Note 22 – Related party transactions
Centro Financiero BHD, S.A.
At September
30, 2024,
the Corporation
had a
% equity
interest in
Centro Financiero BHD,
S.A. (“BHD”),
one of
the largest
banking
and
financial
services
groups
in
the
Dominican
Republic.
During
the
nine
months
ended
September
30,
2024,
the
Corporation recorded $
included as
a component
of Other Comprehensive
Income, from
its investment
in BHD
(September 30, 2023
- $
had a
carrying amount
of $
$
(September 30, 2023 - $
Investment Companies
The
Corporation,
through
its
wholly
owned
subsidiary
Popular
Asset
Management
LLC
(“PAM”)
provided
investment
advisory
services to several investment companies registered under the Investment
Company Act of 1940 in exchange for a
fee. These fees
are calculated
at an
annual rate
of the
average net
assets of
the investment
company,
as defined
in each
agreement. Due
to its
advisory
role,
the
Corporation considers
these
investment companies
as
related
parties. The
Corporation, through
its
subsidiary
BPPR, also provides transfer agency services to
investment companies considered affiliates up to the second
quarter of 2024.
For
the
nine months
ended September
30,
2024, administrative
fees charged
to
these
investment companies
amounted to
$
million (September 30, 2023 -
$
fee of $
105
Note 23 – Fair value measurement
ASC Subtopic
820-10 “Fair
Value
Measurements and
Disclosures” establishes
a fair
value hierarchy
that prioritizes
the inputs
to
valuation techniques
used to
measure fair
value into
three levels
in order
to increase
consistency and
comparability in
fair value
measurements and disclosures. The hierarchy is broken
down into three levels based on the reliability
of inputs as follows:
●
Level
1
- Unadjusted
quoted prices
in
active markets
for identical
assets
or liabilities
that
the Corporation
has the
ability to
access at the
measurement date. Valuation
on these instruments
does not necessitate a
significant degree of judgment
since
valuations are based on quoted prices that are
readily available in an active market.
●
Level 2
- Quoted
prices other
than those
included in
Level 1
that are
observable either
directly or
indirectly.
Level 2
inputs
include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in
markets
that
are
not
active,
or
other inputs
that
are
observable
or that
can
be
corroborated by
observable market
data
for
substantially the full term of the financial instrument.
●
Level 3
- Inputs are unobservable and significant
to the fair value measurement.
Unobservable inputs reflect the Corporation’s
own judgements about assumptions that market participants
would use in pricing the asset or liability.
The
Corporation
maximizes
the
use
of
observable
inputs
and
minimizes
the
use
of
unobservable
inputs
by
requiring
that
the
observable inputs be used when
available. Fair value is
based upon quoted market prices
when available. If listed prices
or quotes
are
not
available,
the
Corporation
employs
internally-developed
models
that
primarily
use
market-based
inputs
including
yield
curves, interest rates,
volatilities, and credit
curves, among others.
Valuation
adjustments are limited
to those necessary
to ensure
that the financial instrument’s
fair value is adequately representative of
the price that would
be received or paid
in the marketplace.
These adjustments include amounts that reflect counterparty credit quality,
the Corporation’s credit standing, constraints on liquidity
and unobservable parameters that are applied consistently.
There have been no changes in the
Corporation’s methodologies used
to estimate the fair value of assets and liabilities from
those disclosed in the 2023 Form 10-K.
The estimated fair
value may
be subjective in
nature and may
involve uncertainties and
matters of
significant judgment for
certain
financial instruments. Changes in the underlying assumptions
used in calculating fair value could significantly
affect the results.
Fair Value on a Recurring and Nonrecurring Basis
The following fair value hierarchy tables
present information about the Corporation’s assets
and liabilities measured at fair value
on
a recurring basis at September 30, 2024 and December
31, 2023:
106
At September 30, 2024
(In thousands)
Level 1
Level 2
Level 3
Measured at NAV
Total
RECURRING FAIR VALUE
MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities
$
$
$
$
$
Collateralized mortgage obligations - federal
agencies
Mortgage-backed securities
Other
Total debt securities
available-for-sale
$
$
$
$
$
Trading account debt securities, excluding
derivatives:
U.S. Treasury securities
$
$
$
$
$
Obligations of Puerto Rico, States and political
subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other
Total trading account
debt securities, excluding
derivatives
$
$
$
$
$
Equity securities
$
$
$
$
$
Mortgage servicing rights
Loans held-for-sale
Derivatives
Total assets measured
at fair value on a
recurring basis
$
$
$
$
$
Liabilities
Derivatives
$
$
(
23,608
)
$
$
$
(
23,608
)
Total liabilities measured
at fair value on a
recurring basis
$
$
(
23,608
)
$
$
$
(
23,608
)
107
At December 31, 2023
(In thousands)
Level 1
Level 2
Level 3
Measured at NAV
Total
RECURRING FAIR VALUE
MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities
$
$
$
$
$
Collateralized mortgage obligations - federal
agencies
Mortgage-backed securities
Other
Total debt securities
available-for-sale
$
$
$
$
$
Trading account debt securities, excluding
derivatives:
U.S. Treasury securities
$
$
$
$
$
Obligations of Puerto Rico, States and political
subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other
Total trading account
debt securities, excluding
derivatives
$
$
$
$
$
Equity securities
$
$
$
$
$
Mortgage servicing rights
Loans held-for-sale
Derivatives
Total assets measured
at fair value on a
recurring basis
$
$
$
$
$
Liabilities
Derivatives
$
$
(
21,103
)
$
$
$
(
21,103
)
Total liabilities measured
at fair value on a
recurring basis
$
$
(
21,103
)
$
$
$
(
21,103
)
Beginning in the first quarter of 2023, the Corporation has elected the fair value option for
newly originated mortgage loans held-for-
sale. This election better aligns with the management
of the portfolio from a business perspective.
Loans held-for-sale measured at fair value
Loans held-for-sale measured at fair value were priced
based on secondary market prices. These loans
are classified as Level 2.
The
following
tables summarize
the difference
between the
aggregate fair
value
and the
aggregate unpaid
principal
balance
for
mortgage loans originated as held-for-sale measured
at fair value as of September 30, 2024 and
December 31, 2023.
(In thousands)
September 30, 2024
Aggregate Unpaid
Fair Value
Principal Balance
Difference
Loans held for sale
$
$
$
(In thousands)
December 31, 2023
Aggregate Unpaid
Fair Value
Principal Balance
Difference
Loans held for sale
$
$
$
108
For the nine months ended September 30, 2024, changes in the fair value of mortgage loans held-for-sale for which the Corporation
elected the fair value option, were not considered material.
The fair value information included in the following tables is
not as of period end, but as of
the date that the fair value measurement
was
recorded
during
the
quarters
and
nine
months
ended
September
30,
2024
and
2023
and
excludes
nonrecurring fair
value
measurements of assets no longer outstanding as of
the reporting date.
Nine months ended September 30, 2024
(In thousands)
Level 1
Level 2
Level 3
Total
NONRECURRING FAIR VALUE
MEASUREMENTS
Assets
Write-downs
Loans
[1]
$
$
$
$
$
(
654
)
Other real estate owned
[2]
(
1,889
)
Other foreclosed assets
[2]
(
38
)
Total assets measured
at fair value on a nonrecurring basis
$
$
$
$
$
(
2,581
)
[1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
excluded from the reported fair value amount.
[2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are
excluded from the reported fair value amount.
Nine months ended September 30, 2023
(In thousands)
Level 1
Level 2
Level 3
Total
NONRECURRING FAIR VALUE
MEASUREMENTS
Assets
Write-downs
Loans
[1]
$
$
$
$
$
(
3,087
)
Other real estate owned
[2]
(
1,012
)
Other foreclosed assets
[2]
(
14
)
Total assets measured
at fair value on a nonrecurring basis
$
$
$
$
$
(
4,113
)
[1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
excluded from the reported fair value amount.
[2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are
excluded from the reported fair value amount.
109
The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarters
and nine months ended September 30, 2024 and
2023.
Quarter ended September 30, 2024
MBS
Other
MBS
Other
classified
securities
classified
securities
as debt
classified as
as trading
classified
securities
account
as trading
Mortgage
available-
available-
account debt
servicing
Total
(In thousands)
for-sale
for-sale
securities
securities
rights
assets
Balance at June 30, 2024
$
$
$
$
$
$
Gains (losses) included in earnings
(
4
)
(
4,896
)
(
4,900
)
Gains (losses) included in OCI
Additions
Settlements
(
25
)
(
25
)
Balance at September 30, 2024
$
$
$
$
$
$
Changes in unrealized gains (losses) included in
earnings relating to assets still held at September
30, 2024
$
$
$
$
$
(
2,577
)
$
(
2,571
)
Nine months ended September 30, 2024
MBS
Other
MBS
Other
classified
securities
CMOs
classified
securities
as debt
classified as
classified
as trading
classified
securities
as trading
account
as trading
Mortgage
available-
available-
account debt
account debt
servicing
Total
(In thousands)
for-sale
for-sale
securities
securities
securities
rights
assets
Balance at January 1, 2024
$
$
$
$
$
$
$
Gains (losses) included in earnings
(
500
)
(
13
)
(
10,280
)
(
10,793
)
Gains (losses) included in OCI
Additions
Settlements
(
50
)
(
5
)
(
28
)
(
83
)
Balance at September 30, 2024
$
$
$
$
$
$
$
Changes in unrealized gains (losses) included
in earnings relating to assets still held at
September 30, 2024
$
$
$
$
$
$
(
3,279
)
$
(
3,261
)
110
Quarter ended September 30, 2023
MBS
Other
Other
classified
securities
CMOs
MBS
securities
as debt
classified as
classified
classified
classified
securities
debt securities
as trading
as trading
as trading
Mortgage
available-
available-
account debt
account debt
account debt
servicing
Total
(In thousands)
for-sale
for-sale
securities
securities
securities
rights
assets
Balance at June 30, 2023
$
$
$
$
$
$
$
Gains (losses) included in earnings
(
3
)
(
2,793
)
(
2,796
)
Gains (losses) included in OCI
(
2
)
(
2
)
Additions
Settlements
(
46
)
(
26
)
(
72
)
Balance at September 30, 2023
$
$
$
$
$
$
$
Changes in unrealized gains (losses)
included in earnings relating to assets
still held at September 30, 2023
$
$
$
$
$
$
(
381
)
$
(
377
)
Nine months ended September 30, 2023
MBS
Other
Other
classified
securities
CMOs
securities
as debt
classified as
classified
MBS
classified
securities
debt securities
as trading
classified as
as trading
Mortgage
available-
available-
account debt
trading account
account debt
servicing
Total
(In thousands)
for-sale
for-sale
securities
securities
securities
rights
assets
Balance at January 1,
2023
$
$
$
$
$
$
$
Gains (losses) included in earnings
(
2
)
(
19
)
(
10,386
)
(
10,407
)
Gains (losses) included in OCI
(
8
)
(
8
)
Additions
Sales
(
1,269
)
(
1,269
)
Settlements
(
50
)
(
107
)
(
76
)
Balance at September 30, 2023
$
$
$
$
$
$
$
Changes in unrealized gains (losses)
included in earnings relating to assets
still held at September 30, 2023
$
$
$
$
(
1
)
$
$
(
1,828
)
$
(
1,807
)
111
Gains and losses
(realized and unrealized)
included in earnings
for the
quarters
and nine months
ended September 30,
2024 and
2023 for
Level 3
assets and
liabilities included
in the
previous tables
are reported
in the
consolidated statement
of operations
as
follows:
Quarter ended September 30, 2024
Nine months ended September 30, 2024
Changes in unrealized
Changes in unrealized
Total gains
gains (losses) relating to
Total gains
gains (losses) relating to
(losses) included
assets still held at
(losses) included
assets still held at
(In thousands)
in earnings
reporting date
in earnings
reporting date
Mortgage banking activities
$
(
4,896
)
$
(
2,577
)
$
(
10,280
)
$
(
3,279
)
Trading account profit (loss)
(
4
)
(
13
)
Provision for credit losses
(
500
)
Total
$
(
4,900
)
$
(
2,571
)
$
(
10,793
)
$
(
3,261
)
Quarter ended September 30, 2023
Nine months ended September 30, 2023
Changes in unrealized
Changes in unrealized
Total gains
gains (losses) relating to
Total gains
gains (losses) relating to
(losses) included
assets still held at
(losses) included
assets still held at
(In thousands)
in earnings
reporting date
in earnings
reporting date
Mortgage banking activities
$
(
2,793
)
$
(
381
)
$
(
10,386
)
$
(
1,828
)
Trading account profit (loss)
(
3
)
(
21
)
Total
$
(
2,796
)
$
(
377
)
$
(
10,407
)
$
(
1,807
)
The following
tables include
quantitative information
about significant
unobservable inputs
used to
derive the
fair value
of Level
3
instruments, excluding those instruments
for which the
unobservable inputs were not
developed by the
Corporation such as
prices
of prior transactions and/or unadjusted third-party pricing
sources at September 30, 2024 and 2023.
Fair value at
(In thousands)
2024
Valuation technique
Unobservable inputs
Weighted average (range) [1]
Other - trading
$
Discounted cash flow model
Weighted average life
Yield
.0%
Prepayment speed
%
Loans held-in-portfolio
$
[2]
External appraisal
Haircut applied on
external appraisals
% (
% -
%)
Other real estate owned
$
[3]
External appraisal
Haircut applied on
external appraisals
.0%
[1]
Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
[2]
Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.
[3]
Other real estate owned in which haircuts were not applied
to external appraisals were excluded from this table.
112
Fair value at
(In thousands)
2023
Valuation technique
Unobservable inputs
Weighted average (range) [1]
CMO's - trading
$
Discounted cash flow model
Weighted average life
Yield
%
Prepayment speed
%
Other - trading
$
Discounted cash flow model
Weighted average life
Yield
.0%
Prepayment speed
%
Loans held-in-portfolio
$
[2]
External appraisal
Haircut applied on
external appraisals
% (
.0% -
.0%)
Other real estate owned
$
[3]
External appraisal
Haircut applied on
external appraisals
.0%
[1]
Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
[2]
Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.
[3]
Other real estate owned in which haircuts were not applied
to external appraisals were excluded from this table.
113
Note 24 – Fair value of financial instruments
The fair
value of
financial instruments
is the
amount at
which an
asset or
obligation could
be exchanged
in a
current transaction
between
willing
parties,
other
than
in
a
forced
or
liquidation
sale.
For
those
financial
instruments
with
no
quoted
market
prices
available, fair values have been estimated using present
value calculations or other valuation techniques, as well
as management’s
best judgment with respect to current economic conditions, including discount rates, estimates of future cash flows, and prepayment
assumptions. Many of these
estimates involve various assumptions and
may vary significantly from
amounts that could be
realized
in actual transactions.
The
fair
values
reflected
herein
have
been
determined
based
on
the
prevailing
rate
environment
at
September
30,
2024
and
December 31, 2023, as
applicable. In different interest
rate environments, fair value
estimates can differ significantly,
especially for
certain
fixed
rate
financial
instruments.
In
addition,
the
fair
values
presented
do
not
attempt
to
estimate
the
value
of
the
Corporation’s fee
generating businesses and
anticipated future business
activities, that
is, they
do not
represent the
Corporation’s
value as
a going concern.
There have been
no changes in
the Corporation’s valuation
methodologies and inputs
used to estimate
the fair values for each class of financial assets and
liabilities not measured at fair value.
The following tables present the
carrying amount and estimated fair
values of financial instruments with their
corresponding level in
the fair
value hierarchy.
The aggregate
fair value
amounts of
the financial
instruments disclosed
do not
represent management’s
estimate of the underlying value of the Corporation.
114
September 30, 2024
Carrying
Measured
(In thousands)
amount
Level 1
Level 2
Level 3
at NAV
Fair value
Financial Assets:
Cash and due from banks
$
$
$
$
$
$
Money market investments
Trading account debt securities, excluding
derivatives
[1]
Debt securities available-for-sale
[1]
Debt securities held-to-maturity:
U.S. Treasury securities
$
$
$
$
$
$
Obligations of Puerto Rico, States and political
subdivisions
Collateralized mortgage obligation-federal agency
Securities in wholly owned statutory business trusts
Total debt securities
held-to-maturity
$
$
$
$
$
$
Equity securities:
FHLB stock
$
$
$
$
$
$
FRB stock
Other investments
Total equity securities
$
$
$
$
$
$
Loans held-for-sale
$
$
$
$
$
$
Loans held-in-portfolio
Mortgage servicing rights
Derivatives
September 30, 2024
Carrying
Measured
(In thousands)
amount
Level 1
Level 2
Level 3
at NAV
Fair value
Financial Liabilities:
Deposits:
Demand deposits
$
$
$
$
$
$
Time deposits
Total deposits
$
$
$
$
$
$
Assets sold under agreements to repurchase
$
$
$
$
$
$
Notes payable:
FHLB advances
$
$
$
$
$
$
Unsecured senior debt securities
Junior subordinated deferrable interest debentures
(related to trust preferred securities)
Total notes payable
$
$
$
$
$
$
Derivatives
$
$
$
$
$
$
[1]
Refer to Note 23 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.
115
December 31, 2023
Carrying
Measured
(In thousands)
amount
Level 1
Level 2
Level 3
at NAV
Fair value
Financial Assets:
Cash and due from banks
$
$
$
$
$
$
Money market investments
Trading account debt securities, excluding
derivatives
[1]
Debt securities available-for-sale
[1]
Debt securities held-to-maturity:
U.S. Treasury securities
$
$
$
$
$
$
Obligations of Puerto Rico, States and political
subdivisions
Collateralized mortgage obligation-federal agency
Securities in wholly owned statutory business trusts
Total debt securities
held-to-maturity
$
$
$
$
$
$
Equity securities:
FHLB stock
$
$
$
$
$
$
FRB stock
Other investments
Total equity securities
$
$
$
$
$
$
Loans held-for-sale
$
$
$
$
$
$
Loans held-in-portfolio
Mortgage servicing rights
Derivatives
December 31, 2023
Carrying
Measured
(In thousands)
amount
Level 1
Level 2
Level 3
at NAV
Fair value
Financial Liabilities:
Deposits:
Demand deposits
$
$
$
$
$
$
Time deposits
Total deposits
$
$
$
$
$
$
Assets sold under agreements to repurchase
$
$
$
$
$
$
Notes payable:
FHLB advances
$
$
$
$
$
$
Unsecured senior debt securities
Junior subordinated deferrable interest debentures
(related to trust preferred securities)
Total notes payable
$
$
$
$
$
$
Derivatives
$
$
$
$
$
$
[1]
Refer to Note 23 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.
The
notional
amount of
commitments to
extend credit
at September
30,
2024
and
December 31,
2023 was
$
billion, respectively,
and represented
the unused
portion of
credit facilities
granted to
customers. The notional
amount of
letters of
credit
at
September
30,
2024
and
December
31,
2023
was
$
contractual amount that
is required to
be paid in
the event of
nonperformance. The fair value
of commitments to
extend credit and
letters
of
credit,
which
are
based
on
the
fees
charged
to
enter
into
those
agreements,
are
not
material
to
Popular’s
financial
statements.
116
Note 25 – Net income per common share
The following table sets forth the computation of net income per common share (“EPS”), basic and diluted, for the quarters and nine
months ended September 30, 2024 and 2023:
Quarters ended September 30,
Nine months ended September 30,
(In thousands, except per share information)
2024
2023
2024
2023
Net income
$
$
$
$
Preferred stock dividends
(
353
)
(
353
)
(
1,059
)
(
1,059
)
Net income applicable to common stock
$
$
$
$
Average common shares outstanding
Average potential dilutive common shares
Average common shares outstanding - assuming dilution
Basic EPS
$
$
$
$
Diluted EPS
$
$
$
$
For the quarters
and nine months
ended September 30,
2024 and 2023,
the Corporation calculated the
impact of potential
dilutive
common shares under the treasury stock method, consistent with the method used
for the preparation of the financial statements for
the year
ended December
31, 2023.
For a
discussion of
the calculation
under the
treasury stock
method, refer
to Note
31 of
the
Consolidated Financial Statements included in the
2023 Form 10-K.
117
Note 26 – Revenue from contracts with customers
The
following
table
presents
the
Corporation’s
revenue
streams
from
contracts
with
customers
by
reportable
segment
for
the
quarters and nine months ended September 30,
2024 and 2023.
Quarter ended September 30,
Nine months ended September 30,
(In thousands)
2024
2024
BPPR
Popular U.S.
BPPR
Popular U.S.
Service charges on deposit accounts
$
$
$
$
Other service fees:
Debit card fees [1]
Insurance fees, excluding reinsurance
Credit card fees, excluding late fees and membership
fees [1]
Sale and administration of investment products
Trust fees
Total revenue from
contracts with customers [2]
$
$
$
$
[1]
Effective in the third quarter of 2024, the Corporation
reclassified certain interchange fees, which were
previously included jointly with credit card fees
from common network activity,
as debit card fees. For the nine month period ended September
30, 2024, interchange fees of approximately $
corresponding to the first and second quarters were
reclassified.
[2]
The amounts include intersegment transactions of $
Quarter ended September 30,
Nine months ended September 30,
(In thousands)
2023
2023
BPPR
Popular U.S.
BPPR
Popular U.S.
Service charges on deposit accounts
$
$
$
$
Other service fees:
Debit card fees [1]
Insurance fees, excluding reinsurance
Credit card fees, excluding late fees and membership
fees [1]
Sale and administration of investment products
Trust fees
Total revenue from
contracts with customers [2]
$
$
$
$
[1]
Effective in the third quarter of 2024, the Corporation
reclassified certain interchange fees, which were
previously included jointly with credit card fees
from common network activity,
as debit card fees. For the quarter and nine month
period ended September 30, 2023, interchange fees
of approximately
$
[2]
The amounts include intersegment transactions of $
Revenue from contracts with
customers is recognized when,
or as, the performance
obligations are satisfied by
the Corporation by
transferring the
promised services
to
the customers.
A
service is
transferred to
the customer
when, or
as, the
customer obtains
control
of
that
service.
A
performance obligation
may
be
satisfied over
time
or
at
a
point
in
time.
Revenue from
a
performance
obligation satisfied
over time
is recognized
based on
the services
that have
been rendered
to date.
Revenue from
a performance
obligation satisfied at a point in time
is recognized when the customer obtains control over the
service. The transaction price, or the
amount of revenue
recognized, reflects the
consideration the Corporation expects
to be entitled
to in exchange
for those promised
services. In determining the transaction price, the Corporation considers the effects of variable consideration. Variable consideration
is included
in the
transaction price
only to
the extent
it is
probable that a
significant reversal
in the
amount of
cumulative revenue
recognized will
not occur.
The Corporation
is the
principal in
a transaction
if it
obtains control
of the
specified goods
or services
before they
are transferred
to
the customer.
If the
Corporation acts
as principal,
revenues are
presented in
the gross
amount of
consideration to which it expects to
be entitled and are not
netted with any related expenses. On the
other hand, the Corporation is
an agent if it does not control
the specified goods or services before they are transferred
to the customer. If
the Corporation acts as
an agent, revenues are presented in the amount
of consideration to which it expects to be entitled,
net of related expenses.
118
Following is a description of the nature and timing
of revenue streams from contracts with customers:
Service charges on deposit accounts
Service
charges
on
deposit
accounts
are
earned
on
retail
and
commercial
deposit
activities
and
include,
but
are
not
limited
to,
nonsufficient fund
fees, overdraft
fees and
checks stop
payment fees.
These transaction-based
fees are
recognized at
a point
in
time,
upon
occurrence
of
an
activity
or
event
or
upon
the
occurrence
of
a
condition
which
triggers
the
fee
assessment.
The
Corporation is acting as principal in these transactions.
Debit card fees
Debit card fees include, but are not limited to, interchange
fees, surcharging income and foreign transaction
fees.
These transaction-
based fees
are recognized at
a point in
time, upon
occurrence of an
activity or
event or upon
the occurrence of
a condition which
triggers
the
fee
assessment.
Interchange
fees
are
recognized
upon
settlement
of
the
debit
card
payment
transactions.
The
Corporation is acting as principal in these transactions.
Insurance fees
Insurance fees
include, but
are
not limited
to, commissions
and contingent
commissions.
Commissions and
fees
are
recognized
when related
policies are effective
since the Corporation
does not
have an enforceable
right to
payment for services
completed to
date.
An
allowance
is
created
for
expected
adjustments
to
commissions
earned
related
to
policy
cancellations.
Contingent
commissions
are
recorded
on
an
accrual
basis
when
the
amount
to
be
received
is
notified
by
the
insurance
company.
The
Corporation is acting
as an
agent since it
arranges for the
sale of
the policies and
receives commissions if,
and when, it
achieves
the sale.
Credit card fees
Credit card
fees include,
but are
not limited
to, interchange
fees, additional
card fees,
cash advance
fees, balance
transfer fees,
foreign transaction fees, and returned payments
fees. Credit card fees are
recognized at a point in
time, upon the occurrence of an
activity or
an event.
Interchange fees
are recognized
upon settlement
of the
credit card
payment transactions. The
Corporation is
acting as principal in these transactions.
Sale and administration of investment products
Fees from
the sale
and administration
of investment
products include,
but are
not limited
to, commission
income from
the sale
of
investment products, asset management fees, underwriting
fees, and mutual fund fees.
Commission income from investment products is recognized on the trade date since clearing, trade execution, and custody services
are satisfied when
the customer acquires
or disposes of
the rights to
obtain the economic
benefits of the
investment products and
brokerage contracts have no fixed duration and
are terminable at will by
either party. The
Corporation is acting as principal in these
transactions since it
performs the service
of providing the
customer with the
ability to acquire
or dispose of
the rights to
obtain the
economic benefits of investment products.
Asset
management
fees
are
satisfied
over
time
and
are
recognized
in
arrears.
At
contract
inception,
the
estimate
of
the
asset
management fee
is constrained
from the
inclusion in
the transaction
price since
the promised
consideration is
dependent on
the
market and thus
is highly susceptible
to factors
outside the manager’s
influence. As advisor,
the broker-dealer subsidiary
is acting
as principal.
Underwriting fees are
recognized at a point
in time, when
the investment products
are sold in
the open market at
a markup. When
the broker-dealer subsidiary is lead
underwriter, it is
acting as an agent. In
turn, when it is
a participating underwriter, it
is acting as
principal.
Mutual fund fees,
such as distribution fees,
are considered variable consideration
and are recognized over
time, as the
uncertainty
of the fees to be
received is resolved as NAV
is determined and investor activity occurs. The
promise to provide distribution-related
services
is
considered
a
single
performance
obligation
as
it
requires
the
provision
of
a
series
of
distinct
services
that
are
substantially the same and have the same pattern of
transfer. When the broker-dealer subsidiary is acting as a distributor, it is acting
as principal. In turn, when it acts as third-party dealer, it is acting
as an agent.
Trust fees
119
Trust fees
are recognized from
retirement plan, mutual fund
administration, investment management, trustee, escrow,
and custody
and
safekeeping services.
These
asset
management services
are
considered
a
single
performance obligation
as
it
requires the
provision of
a series
of distinct
services that
are substantially
the same
and have
the same
pattern of
transfer.
The performance
obligation
is
satisfied
over
time,
except
for
optional
services
and
certain
other
services
that
are
satisfied
at
a
point
in
time.
Revenues are recognized in
arrears,
when, or as,
the services are rendered.
The Corporation is
acting as principal since,
as asset
manager, it has the obligation to provide the specified service to the customer and
has the ultimate discretion in establishing the fee
paid by the customer for the specified services.
120
Note 27 – Leases
The
Corporation enters
in
the
ordinary course
of
business
into
operating and
finance
leases
for
land,
buildings
and
equipment.
These contracts generally do
not include purchase options
or residual value guarantees.
The remaining lease terms
of
years
considers options
to
extend the
leases for
up
to
obtain substantially all of the economic benefits from
the use of the asset and the right to direct
the use of the asset.
The Corporation
recognizes right-of-use
assets (“ROU
assets”) and
lease liabilities
related to
operating and
finance leases
in its
Consolidated Statements of Financial Condition under the caption of other assets and other liabilities, respectively. Refer to Note 12
and
Note
16
to
the
Consolidated Financial
Statements,
respectively,
for
information
on
the
balances of
these
lease
assets
and
liabilities.
The Corporation uses the
incremental borrowing rate for
purposes of discounting lease payments
for operating and finance leases,
since it
does not have
enough information to
determine the rates
implicit in the
leases. The discount
rates are based
on fixed-rate
and
fully
amortizing
borrowing
facilities
of
its
banking
subsidiaries
that
are
collateralized.
For
leases
held
by
non-banking
subsidiaries, a credit spread is added to this rate
based on financing transactions with a
similar credit risk profile.
The following table presents the undiscounted
cash flows of operating and finance leases for
each of the following periods:
September 30, 2024
(In thousands)
Remaining
2024
2025
2026
2027
2028
Later
Years
Total Lease
Payments
Less: Imputed
Interest
Total
Operating Leases
$
$
$
$
$
$
$
(
15,505
)
$
Finance Leases
(
2,962
)
The following table presents the lease cost recognized
by the Corporation in the Consolidated
Statements of Operations as follows:
Quarters ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
2024
2023
Finance lease cost:
Amortization of ROU assets
$
$
$
$
Interest on lease liabilities
Operating lease cost
Short-term lease cost
Variable lease cost
Sublease income
(
20
)
(
20
)
(
61
)
(
46
)
Total lease cost
[1]
$
$
$
$
[1]
Total lease cost
is recognized as part of net occupancy expense, except
for the net gain recognized from sale and leaseback
transactions which
was included as part of other operating income.
121
The
following
table
presents
supplemental
cash
flow
information
and
other
related
information
related
to
operating
and
finance
leases.
Nine months ended September 30,2024
(Dollars in thousands)
2024
2023
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
$
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for new lease obligations:
Operating leases
$
$
Finance leases
Weighted-average remaining lease term:
Operating leases
years
years
Finance leases
years
years
Weighted-average discount rate:
Operating leases
%
%
Finance leases
%
%
As
of
September
30,
2024,
the
Corporation
had
additional
operating
leases
contracts
that
have
not
yet
commenced
with
an
undiscounted contract amount of $
122
Note 28 – Pension and postretirement benefits
The
Corporation
has
a
non-contributory
defined
benefit
pension
plan
and
supplementary
pension
benefit
restoration
plans
for
regular employees of
certain of its
subsidiaries (the “Pension
Plans”). The accrual
of benefits under
the Pension Plans
is frozen to
all
participants.
The
Corporation
also
provides
certain
postretirement
health
care
benefits
for
retired
employees
of
certain
subsidiaries (the “OPEB Plan”).
The components of net periodic cost for the
Pension Plans and the OPEB Plan for the periods presented
were as follows:
Pension Plans
OPEB Plan
Quarter ended September 30,
Quarter ended September 30,
(In thousands)
2024
2023
2024
2023
Personnel Cost:
$
$
$
$
Other operating expenses:
(
8,594
)
(
8,591
)
(
548
)
(
553
)
Total net periodic
pension cost
$
$
$
$
Pension Plans
OPEB Plan
Nine months ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
2024
2023
Personnel Cost:
$
$
$
$
Other operating expenses:
(
25,782
)
(
25,774
)
(
1,644
)
(
1,659
)
Total net periodic
pension cost
$
$
$
$
The Corporation paid the following contributions to the plans for the nine months ended September 30, 2024 and expects to pay the
following contributions for the year ending December
31, 2024.
For the nine months ended
For the year ending
(In thousands)
September 30, 2024
December 31, 2024
Pension Plans
$
$
OPEB Plan
$
$
123
Note 29 - Stock-based compensation
Incentive Plan
On May 12, 2020,
the shareholders of the
Corporation approved the Popular,
Inc. 2020 Omnibus Incentive
Plan, which permits the
Corporation to
issue several
types of
stock-based compensation
to employees
and directors
of the
Corporation and/or
any of
its
subsidiaries (the
“2020 Incentive
Plan”). The
2020 Incentive
Plan replaced
the Popular,
Inc. 2004
Omnibus Incentive
Plan, which
was in effect
prior to the adoption of
the 2020 Incentive Plan (the
“2004 Incentive Plan” and, together
with the 2020 Incentive
Plan,
the “Incentive Plan”). Participants under the Incentive Plan are designated by the Talent and Compensation Committee of the Board
of Directors (or its delegate, as determined by the Board). Under the Incentive Plan, the Corporation has issued restricted stock and
performance shares to its employees and restricted
stock and restricted stock units (“RSUs”)
to its directors.
The restricted
stock granted
under the
Incentive Plan
to employees
becomes vested
based on
the employees’
continued service
with
Popular.
The
performance share
awards
granted
under
the
Incentive
Plan
consist
of
the
opportunity
to
receive
shares
of
Popular,
Inc.’s
common stock provided that the Corporation achieves certain goals during a three-year performance cycle.
The goals will be based
on
two
metrics
weighted
equally:
the
Relative
Total
Shareholder
Return
(“TSR”)
and
the
Absolute
Return
on
Average
Tangible
Common Equity
(“ROATCE”).
The TSR
metric is
considered to
be a
market condition
under ASC
718.
For equity
settled awards
based
on a
market condition,
the
fair value
is
determined as
of the
grant date
and
is not
subsequently revised
based on
actual
performance.
The
ROATCE
metric
is
considered
to
be
a
performance condition
under ASC
718.
The
fair value
is
determined
based on
the probability
of achieving
the ROATCE
goal as
of each
reporting period.
The TSR
and ROATCE
metrics are
equally
weighted and
work independently.
The
following
table
summarizes
the
restricted
stock
and
performance
shares
activity
under
the
Incentive
Plan
for
members
of
management.
124
(Not in thousands)
Shares
Weighted-Average
Grant Date Fair
Value
Non-vested at December 31, 2022
$
Granted
Performance Shares Quantity Adjustment
Vested
(
243,133
)
Forfeited
(
16,444
)
Non-vested at December 31, 2023
$
Granted
Performance Shares Quantity Adjustment
Vested
(
285,048
)
Forfeited
(
2,952
)
Non-vested at September 30, 2024
$
During
the
quarter
ended
September
30,
2024,
)
were
awarded
to
management under
the Incentive
Plan.
During the
quarters ended
September
30, 2024
and
2023,
awarded to management
under the Incentive
Plan.
For the nine
months ended September
30, 2024,
stock
(September
30,
2023
–
)
and
)
were
awarded
to
management under the Incentive Plan.
During
the
quarter
ended
September
30,
2024,
the
Corporation
recognized
$
management
incentive
awards,
with
a
tax
benefit
of
$
million).
For
the
nine
months
ended
September
30,
2024,
the
Corporation recognized
$
related to management
incentive awards, with a
tax benefit of
$
$
vested was $
recorded as a
reduction on income tax
expense. During the quarter ended
September 30, 2024, the
Corporation recognized $
(
0.5
)
million of performance shares benefit, with a tax benefit of $
(
32
)
30,
2023
-
$
recognized $
tax
benefit
of
$
performance shares to members of management at September 30, 2024 was $
weighted-average period of
The following table summarizes the restricted stock
activity under the Incentive Plan for members of
the Board of Directors:
(Not in thousands)
RSUs / Unrestricted stock
Weighted-Average
Grant
Date Fair Value per Unit
Non-vested at December 31, 2022
$
Granted
Vested
(
39,104
)
Forfeited
Non-vested at December 31, 2023
$
Granted
Vested
(
24,279
)
Forfeited
Non-vested at September 30, 2024
$
125
The
equity
awards
granted
to
members
of
the
Board
of
Directors
of
Popular,
Inc.
(the
“Directors”)
will
vest
and
become
non-
forfeitable on the
grant date of
such award. Effective
in May 2019,
all equity awards
granted to the
Directors may be
paid in either
unrestricted stock
or RSUs
at each
Directors election.
If RSUs
are elected,
the Directors
may defer
the delivery
of the
shares of
common stock
underlying the
RSUs award
until their
retirement. To
the extent
that cash
dividends are
paid on
the Corporation’s
outstanding common stock, the Directors
will receive an additional number of RSUs
that reflect a reinvested dividend equivalent.
For 2024
and 2023,
Directors elected
RSUs and
unrestricted stock.
During the
quarter ended
September 30,
2024,
and
stock)
and
the
Corporation
recognized
expense
related
to
these
shares
of
$
(September
30,
2023
-
$
Corporation
granted
benefit of
$
shares vested during the nine months ended September
30, 2024 for the Directors was $
126
Note 30 – Income taxes
The reason for the difference between the income
tax expense applicable to income before provision
for income taxes and the
amount computed by applying the statutory tax rate
in Puerto Rico, were as follows:
Quarters ended
September 30, 2024
September 30, 2023
(In thousands)
Amount
% of pre-tax
income
Amount
% of pre-tax
income
Computed income tax expense at statutory rates
$
%
$
%
Net benefit of tax exempt interest income
(
29,055
)
(
13
)
(
22,862
)
(
13
)
Effect of income subject to preferential tax rate
(
327
)
(
199
)
Deferred tax asset valuation allowance
Difference in tax rates due to multiple jurisdictions
(
6,764
)
(
3
)
(
2,839
)
(
2
)
U.S., States, and local taxes
Others
(
458
)
Income tax expense
$
%
$
%
Nine months ended
September 30, 2024
September 30, 2023
(In thousands)
Amount
% of pre-tax
income
Amount
% of pre-tax
income
Computed income tax expense at statutory rates
$
%
$
%
Net benefit of tax exempt interest income
(
91,035
)
(
16
)
(
72,080
)
(
13
)
Effect of income subject to preferential tax rate
(
475
)
(
775
)
Deferred tax asset valuation allowance
(
2,217
)
Difference in tax rates due to multiple jurisdictions
(
11,893
)
(
2
)
(
11,879
)
(
3
)
Other tax benefits
(
4,500
)
(
1
)
Tax on intercompany
distributions
[1]
U.S., States, and local taxes
Others
(
2,962
)
(
1
)
(
4,611
)
(
1
)
Income tax expense
$
%
$
%
[1]
Includes $
For the quarter and nine months
ended September 30, 2024, the Corporation recorded an income
tax expense of $
$
of
2024,
the
Corporation
recorded
a
tax
expense
related
to
tax
withholding
on
certain
intercompany
distributions,
amounting
to
$
during the period ended
March 31, 2024, as
previously disclosed.
As a result
of this adjustment, the deferred
tax assets related to
NOL of the Bank Holding Company (BHC) and
its related valuation allowance was reduced
by $
The following table presents a breakdown of the
significant components of the Corporation’s deferred tax assets
and liabilities.
127
September 30, 2024
PR
US
Total
Deferred tax assets:
Tax credits available
for carryforward
$
$
$
Net operating loss and other carryforward available
Postretirement and pension benefits
Allowance for credit losses
Depreciation
Deferred loan origination fees/cost
(
2,323
)
FDIC-assisted transaction
Lease liability
Unrealized net loss on investment securities
Difference in outside basis from pass-through entities
Mortgage Servicing Rights
Other temporary differences
Total gross deferred
tax assets
Deferred tax liabilities:
Intangibles
Right of use assets
Loans acquired
Other temporary differences
Total gross deferred
tax liabilities
Valuation allowance
Net deferred tax asset
$
$
$
PR
US
Total
Deferred tax assets:
Tax credits available
for carryforward
$
$
$
Net operating loss and other carryforward available
Postretirement and pension benefits
Allowance for credit losses
Depreciation
FDIC-assisted transaction
Lease liability
Unrealized net loss on investment securities
Difference in outside basis from pass-through entities
Mortgage Servicing Rights
Other temporary differences
Total gross deferred
tax assets
Deferred tax liabilities:
Intangibles
Right of use assets
Deferred loan origination fees/cost
(
1,056
)
Loans acquired
Other temporary differences
Total gross deferred
tax liabilities
Valuation allowance
Net deferred tax asset
$
$
$
128
The net deferred tax assets
shown in the table above at September 30, 2024, is reflected in the consolidated statements of financial
condition as
$
million in deferred tax liabilities in the “Other liabilities” caption
(December 31, 2023 - $
tax assets or
liabilities of individual
tax-paying subsidiaries of the
Corporation in their
respective tax jurisdiction, Puerto
Rico or the
United States.
At September 30,
2024, the net
deferred tax assets
of the U.S.
operations amounted to
$
approximately $
evaluates the
realization of
the deferred
tax
assets on
a quarterly
basis by
taxing
jurisdiction. The
U.S.
operation has
sustained
profitability for
the last
three calendar
years
and for
the
period ended
September 30,
2024. These
historical financial
results are
objectively verifiable positive evidence, evaluated together with
the positive evidence of stable credit metrics, in combination with the
length of
the expiration
of the
NOLs. On
the other
hand, the
Corporation evaluated
the negative
evidence accumulated
over the
years, including
financial results
lower than
expectations and
challenges to
the economy
due to
inflationary pressures
and global
geopolitical uncertainty that
have resulted in
a trend
of reduction of
pre-tax income over
the last
three years.
As of
September 30,
2024, after weighting all positive and negative
evidence, the Corporation concluded that it is more likely
than not that approximately
$
Corporation
based
this
determination
on
its
estimated
earnings
available
to
realize
the
deferred
tax
assets
for
the
remaining
carryforward period, together with the historical level
of book income adjusted by permanent
differences. Management will continue
to
monitor
and
review
the
U.S.
operation’s
results,
including
recent
earnings
trends,
the
pre-tax
earnings
forecast,
any
new
tax
initiative,
and
other
factors,
including
net
income
versus
forecast,
targeted
loan
growth,
net
interest
income
margin,
changes
in
deposit
costs,
allowance
for
credit
losses,
charge
offs,
NPLs
inflows
and
NPA
balances.
Significant
adverse
changes
or
a
combination of changes in these factors could impact
the future realization of the deferred tax assets.
At September
30, 2024, the
Corporation’s net
deferred tax assets
related to its
Puerto Rico
operations amounted to
$
The
Corporation’s
Puerto
Rico
Banking
operation
has
a
historical
record
of
profitability.
This
is
considered
a
strong
piece
of
objectively verifiable
positive evidence
that outweighs
any negative
evidence considered
by Management
in the
evaluation of
the
realization
of
the
deferred
tax
assets.
Based
on
this
evidence
and
management’s
estimate
of
future
taxable
income,
the
Corporation has concluded that it is more likely than not that such net deferred tax assets
of the Puerto Rico Banking operations will
be realized.
The Holding Company operation has been in a cumulative
loss position in recent years.
Management expects these losses will be a
trend
in
future
years.
This
objectively
verifiable
negative
evidence is
considered
by
Management strong
negative
evidence that
suggests that
income in
future years
will be
insufficient to
support the
realization of
all deferred
tax assets.
After weighting
of all
positive
and
negative evidence
Management concluded,
as
of
the reporting
date,
that
it
is
more
likely
than
not that
the
Holding
Company will not be
able to realize any
portion of the deferred tax
assets. Accordingly, the
Corporation has maintained a valuation
allowance on the deferred tax assets of $
The reconciliation of unrecognized tax benefits, excluding
interest, was as follows:
129
(In millions)
2024
2023
Balance at
January 1
$
$
Balance at
March 31
$
$
Balance at
June 30
$
$
Balance at September 30
$
$
At September
30, 2024,
the total
amount of
accrued interest
recognized in
the statement
of financial
condition amounted
to $
million
(December
31,
2023
-
$
(September 30, 2023– $
need to
accrue for
the payment
of penalties.
The Corporation’s
policy is
to report
interest related
to unrecognized
tax benefits
in
income
tax
expense,
while
the
penalties,
if
any,
are
reported
in
other
operating
expenses
in
the
consolidated
statements
of
operations.
After consideration
of the
effect on
U.S. federal
tax of
unrecognized U.S.
state tax
benefits, the
total amount
of unrecognized
tax
benefits that if
recognized, would affect
the Corporation’s effective
tax rate, was
approximately $
(December 31, 2023 - $
The amount of
unrecognized tax benefits
may increase or
decrease in the
future for various
reasons including adding amounts
for
current
tax
year
positions,
expiration
of
open
income
tax
returns
due
to
the
statutes
of
limitation,
changes
in
Management’s
judgment about
the level
of uncertainty,
status of
examinations, litigation
and legislative
activity and
the addition
or elimination
of
uncertain tax positions.
The Corporation does not
anticipate a reduction
in the total
amount of unrecognized tax
benefits within the
next 12 months.
The
Corporation and
its subsidiaries
file
income tax
returns in
Puerto
Rico, the
U.S. federal
jurisdiction, various
U.S. states
and
political subdivisions, and foreign jurisdictions. At September 30, 2024, the following years remain subject to examination in the U.S.
Federal jurisdiction: 2020 and thereafter; and in
the Puerto Rico jurisdiction, 2018 and thereafter.
130
Note 31 – Supplemental disclosure on the consolidated
statements of cash flows
Additional disclosures on cash flow information and
non-cash activities for the nine months ended
September 30, 2024 and
September 30, 2023 are listed in the following table:
(In thousands)
September 30, 2024
September 30, 2023
Non-cash activities:
$
$
[1]
[1]
Includes loans securitized into trading securities and subsequently
sold before quarter end.
The following table provides a reconciliation of
cash and due from banks, and restricted cash
reported within the Consolidated
Statement of Financial Condition that sum to the total of
the same such amounts shown in the Consolidated
Statement of Cash
Flows.
(In thousands)
September 30, 2024
September 30, 2023
Cash and due from banks
$
$
Restricted cash and due from banks
Restricted cash in money market investments
Total cash and due
from banks, and restricted cash
[2]
$
$
[2]
Refer to Note 4 - Restrictions on cash and due from banks
and certain securities for nature of restrictions.
131
Note 32 – Segment reporting
The
Corporation’s
corporate
structure
consists
of
markets the segments serve, as well as on the products
and services offered by the segments.
Banco Popular de Puerto Rico:
The Banco Popular de
Puerto Rico reportable segment
includes commercial, consumer and retail
banking operations conducted at
BPPR, including
U.S. based
activities conducted
through its
New York
Branch. It
also includes
the lending
operations of
Popular
Auto
and
Popular
Mortgage.
Other
financial
services
within
the
BPPR
segment
include
the
trust
service
units
of
BPPR,
asset
management services of Popular Asset Management and the brokerage operations of Popular Securities,
and the insurance agency
and reinsurance businesses of Popular Insurance,
Popular Risk Services, Popular Life Re, and
Popular Re.
Popular U.S.:
Popular U.S. reportable segment
consists of the
banking operations of Popular
Bank (PB), Popular Insurance
Agency, U.S.A.,
and
PEF.
PB
operates through
a retail
branch network
in the
U.S. mainland
under the
name of
Popular,
and equipment
leasing and
financing services through PEF.
Popular Insurance Agency,
U.S.A. offers investment and insurance
services across the PB
branch
network.
The Corporate group
consists primarily of
the holding companies
Popular, Inc.,
Popular North America,
Popular International Bank
and certain of the Corporation’s investments accounted for under
the equity method, including BHD.
The
accounting
policies
of
the
individual
operating
segments
are
the
same
as
those
of
the
Corporation.
Transactions
between
reportable segments are primarily conducted at market rates, resulting
in profits that are eliminated for reporting consolidated results
of operations.
The tables that follow present the results of operations
and total assets by reportable segments:
132
2024
For the quarter ended September 30, 2024
Intersegment
(In thousands)
BPPR
Popular U.S.
Eliminations
Net interest income
$
$
$
Provision for credit losses (benefit)
(
6,066
)
Non-interest income
Amortization of intangibles
Depreciation expense
Other operating expenses
Income tax expense
Net income
$
$
$
Segment assets
$
$
$
(
260,464
)
For the quarter ended September 30, 2024
Reportable
(In thousands)
Segments
Corporate
Eliminations
Total Popular,
Inc.
Net interest income (expense)
$
$
(
8,663
)
$
$
Provision for credit losses
Non-interest income
(
633
)
Amortization of intangibles
Depreciation expense
Other operating expenses
(
391
)
(
1,046
)
Income tax expense (benefit)
(
279
)
Net income
$
$
$
$
Segment assets
$
$
$
(
5,516,540
)
$
For the nine months ended September 30, 2024
Intersegment
(In thousands)
BPPR
Popular U.S.
Eliminations
Net interest income
$
$
$
Provision for credit losses
Non-interest income
(
56
)
Amortization of intangibles
Depreciation expense
Other operating expenses
(
56
)
Income tax expense
Net income
$
$
$
Segment assets
$
$
$
(
260,464
)
For the nine months ended September 30, 2024
Reportable
Total
(In thousands)
Corporate
Eliminations
Popular, Inc.
Net interest income (expense)
$
$
(
21,897
)
$
$
Provision for credit losses
Non-interest income
(
4,034
)
Amortization of intangibles
Depreciation expense
Other operating expenses
(
3,461
)
Income tax expense
(
158
)
Net income (loss)
$
$
(
21,127
)
$
(
415
)
$
Segment assets
$
$
$
(
5,516,540
)
$
133
2023
For the quarter ended September 30, 2023
Intersegment
(In thousands)
BPPR
Eliminations
Net interest income
$
$
$
Provision for credit losses (benefit)
(
6,644
)
Non-interest income
(
134
)
Amortization of intangibles
Goodwill impairment charge
Depreciation expense
Other operating expenses
(
134
)
Income tax expense
Net income
$
$
$
Segment assets
$
$
$
(
448,100
)
For the quarter ended September 30, 2023
Reportable
(In thousands)
Segments
Corporate
Eliminations
Total Popular,
Inc.
Net interest income (expense)
$
$
(
7,305
)
$
$
Provision for credit losses (benefit)
(
138
)
Non-interest income
(
1,081
)
Amortization of intangibles
Goodwill impairment charge
Depreciation expense
Other operating expenses
(
1,159
)
Income tax expense (benefit)
(
396
)
Net income
$
$
$
$
Segment assets
$
$
$
(
5,214,964
)
$
For the nine months ended September 30, 2023
Intersegment
(In thousands)
BPPR
Popular U.S.
Net interest income
$
$
$
Provision for credit losses
Non-interest income
(
404
)
Amortization of intangibles
Goodwill impairment charge
Depreciation expense
Other operating expenses
(
404
)
Income tax expense
Net income
$
$
$
Segment assets
$
$
$
(
448,100
)
For the nine months ended September 30, 2023
Reportable
Total
(In thousands)
Corporate
Eliminations
Popular, Inc.
Net interest income (expense)
$
$
(
24,465
)
$
$
Provision for credit losses (benefit)
(
334
)
Non-interest income
(
4,651
)
Amortization of intangibles
Goodwill impairment charge
Depreciation expense
Other operating expenses
(
146
)
(
3,391
)
Income tax expense (benefit)
(
1,006
)
(
498
)
Net income
$
$
$
(
762
)
$
Segment assets
$
$
$
(
5,214,964
)
$
134
Geographic Information
The following information presents selected
financial information based on the
geographic location where the Corporation
conducts
its business. The
banking operations of BPPR
are primarily based in
Puerto Rico, where it
has the largest retail
banking franchise.
BPPR
also
conducts
banking
operations
in
the
U.S.
Virgin
Islands,
the
British
Virgin
Islands
and
New
York.
BPPR’s
banking
operations in
the mainland
United States
include commercial
lending activities.
BPPR’s commercial
lending activities
in the
U.S.,
through its New York Branch, include periodic loan participations with PB. During the quarter and nine
months ended September 30,
2024, BPPR did
t participate in loans originated by PB (2023 – $
total assets for the BPPR segment related to its operations in the United States amounted to $
billion), including $
(December 31, 2023
- $
personal
loans
(December
31,
2023
-
$
generated
approximately
$
interest income, service charge on deposit accounts and other service fees. In the Virgin Islands, the BPPR segment
offers banking
products, including loans
and deposits. At
September 30, 2024,
total assets for
the BPPR segment
related to its
operations in the
U.S. and
British Virgin
Islands amounted
to $
million in
revenues during
the nine
months ended
September 30,
2024 (2023
- $
British Virgin Islands.
Geographic Information
Quarter ended
Nine months ended
(In thousands)
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Revenues:
[1]
$
$
$
$
Total consolidated
revenues
$
$
$
$
[1]
Total revenues include
net interest income, service charges on deposit accounts,
other service fees, mortgage banking activities, net
(loss) gain,
including impairment, on equity securities, net gain on trading
account debt securities, net loss on sale of loans, including
valuation adjustments
on loans held-for-sale, adjustments to indemnity reserves
on loans sold, and other operating income.
Selected Balance Sheet Information:
(In thousands)
September 30, 2024
December 31, 2023
Puerto Rico
Total assets
$
$
Loans
Deposits
United States
Total assets
$
$
Loans
Deposits
Other
Total assets
$
$
Loans
[1]
Deposits
[2]
[1]
Represents loans from BPPR operations located in the U.S.
and British Virgin Islands.
[2]
Represents deposits from BPPR operations located in the
U.S. and British Virgin Islands.
135
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This
report
includes
management’s
discussion
and
analysis
(“MD&A”)
of
the
consolidated
financial
position
and
financial
performance
of
Popular,
Inc.
(the
“Corporation”
or
“Popular”). All
accompanying
tables,
financial
statements
and
notes
included
elsewhere in this report should be considered an
integral part of this analysis.
The Corporation is a
diversified, publicly-owned financial holding company subject to the
supervision and regulation of the Board
of
Governors of the Federal Reserve System. The Corporation has
operations in Puerto Rico, the United States (“U.S.”) mainland and
the
U.S.
and
British
Virgin
Islands.
In
Puerto
Rico,
the
Corporation
provides
retail,
mortgage
and
commercial
banking
services
through its
principal banking
subsidiary,
Banco
Popular
de
Puerto Rico
(“BPPR”), as
well as
broker-dealer,
auto
and
equipment
leasing and financing, and insurance services through
specialized subsidiaries. In the U.S. mainland, the Corporation
provides retail,
mortgage and
commercial banking
services, as
well as
equipment leasing
and financing,
through its
New York
-chartered banking
subsidiary, Popular Bank (“PB” or “Popular U.S.”), which has branches located in New York,
New Jersey and Florida. Note 32 to the
Consolidated Financial Statements presents information
about the Corporation’s business segments.
As a financial services company,
the Corporation’s earnings are significantly affected
by general business and economic conditions
in the
markets which
we serve.
Lending and
deposit activities
and fee
income generation
are influenced
by the
level of
business
spending and
investment, consumer
income, spending
and savings,
capital market
activities, competition,
customer preferences,
interest rate conditions and prevailing market rates
on competing products.
The Corporation
operates in
a highly
regulated environment
and may
be adversely
affected by
changes in
federal and
local laws
and
regulations.
Also,
competition
with
other
financial
institutions,
as
well
as
with
non-traditional financial
service
providers
and
technology
companies
that
provide
electronic
and
internet-based
financial
solutions
and
services,
could
adversely
affect
its
profitability.
The
Corporation
continuously
monitors
general
business
and
economic
conditions,
industry-related
indicators
and
trends,
competition, interest rate volatility, credit
quality indicators, loan and deposit demand, operational and systems efficiencies,
revenue
enhancements and changes in the regulation of financial
services companies.
The description of the Corporation’s business contained in
Item 1 of the 2023 Form 10-K, while not all inclusive,
discusses additional
information about the business of the Corporation. Readers should also refer to “Part I - Item 1A” of the 2023 Form 10-K and “Part II
- Item 1A” of this Form 10-Q for a discussion of certain risks and uncertainties to which the Corporation is subject, many beyond the
Corporation’s control that, in addition to the other information in
this Form 10-Q, readers should consider.
The Corporation’s common stock is traded on the NASDAQ
Global Select Market under the symbol BPOP.
OVERVIEW
Table 1 provides selected financial data and performance indicators for the quarters ended
September 30, 2024 and 2023.
136
Table 1 - Financial Highlights
Financial Condition Highlights
Ending balances at
Average for the nine months ended
(In thousands)
September
30, 2024
December 31,
2023
Variance
September
30, 2024
September
30, 2023
Variance
Money market investments
$
6,530,788
$
6,998,871
$
(468,083)
$
6,663,967
$
6,965,588
$
(301,621)
Investment securities
25,280,451
25,148,673
131,778
27,701,911
27,463,370
238,541
Loans
36,200,476
35,069,272
1,131,204
35,411,807
32,732,877
2,678,930
Earning assets
68,011,715
67,216,816
794,899
69,777,685
67,161,835
2,615,850
Total assets
71,323,074
70,758,155
564,919
72,851,597
70,209,477
2,642,120
Deposits
63,668,501
63,618,243
50,258
64,521,953
62,304,083
2,217,870
Borrowings
973,736
1,078,332
(104,596)
1,039,130
1,274,682
(235,552)
Total liabilities
65,532,560
65,611,202
(78,642)
66,530,111
64,430,204
2,099,907
Stockholders’ equity
5,790,514
5,146,953
643,561
6,321,486
5,779,273
542,213
Note: Average balances exclude unrealized gains or losses on debt securities available-for-sale and the unrealized loss related to certain securities transferred from available-
for-sale to held-to-maturity.
Operating Highlights
Quarters ended September 30,
Nine months ended September 30,
(In thousands, except per share information)
2024
2023
Variance
2024
2023
Variance
Net interest income
$
572,473
$
534,020
$
38,453
$
1,691,529
$
1,597,344
$
94,185
Provision for credit losses
71,448
45,117
26,331
190,840
129,946
60,894
Non-interest income
164,082
159,549
4,533
494,206
481,981
12,225
Operating expenses
467,321
465,984
1,337
1,420,010
1,366,955
53,055
Income before income tax
197,786
182,468
15,318
574,885
582,424
(7,539)
Income tax expense
42,463
45,859
(3,396)
138,490
135,676
2,814
Net income
$
155,323
$
136,609
$
18,714
$
436,395
$
446,748
$
(10,353)
Net income applicable to common stock
$
154,970
$
136,256
$
18,714
$
435,336
$
445,689
$
(10,353)
Net income per common share – basic
$
2.16
$
1.90
$
0.26
$
6.06
$
6.22
$
(0.16)
Net income per common share – diluted
$
2.16
$
1.90
$
0.26
$
6.05
$
6.21
$
(0.16)
Dividends declared per common share
$
0.62
$
0.55
$
0.07
$
1.86
$
1.65
$
0.21
Quarters ended September 30,
Nine months ended September 30,
Selected Statistical Information
2024
2023
2024
2023
Common Stock Data
$
100.27
63.01
$
100.27
63.01
80.35
61.49
80.35
61.49
Profitability Ratios
0.84
%
0.75
%
0.79
%
0.84
%
8.82
8.17
8.43
9.13
2.43
2.37
2.41
2.52
2.66
2.54
2.65
2.70
3.24
3.07
3.20
3.14
3.47
3.24
3.44
3.32
Capitalization Ratios
8.86
%
8.26
%
8.68
%
8.23
%
16.42
16.81
16.42
16.81
16.48
16.87
16.48
16.87
18.24
18.67
18.24
18.67
8.67
8.41
8.67
8.41
137
Non-GAAP Financial Measures
This Form 10-Q
contains financial information
prepared under accounting
principles generally accepted in
the United States
(“U.S.
GAAP”) and
non-GAAP financial
measures. Management
uses non-GAAP
financial measures
when it
has determined
that these
measures provide
meaningful information
about the
underlying performance
of the
Corporation’s ongoing
operations. Non-GAAP
financial measures used by the Corporation may not be comparable to similarly named non-GAAP financial measures used by
other
companies.
Adjusted net income - Non-GAAP Financial Measure
In
addition
to
analyzing
the
Corporation’s
results
on
a
reported
basis,
management
monitors
the
“adjusted
net
income”
of
the
Corporation and excludes the impact of certain transactions on the results of its operations. Management believes that the “adjusted
net
income”
provides
meaningful
information
about
the
underlying
performance
of
the
Corporation’s
ongoing
operations.
The
“adjusted net income” is a non-GAAP financial measure.
The following table presents the
adjusted net income for the
nine months ended of September 30,
2024.
There were no non-GAAP
adjustments for the nine months ended September
30, 2023.
Table 2 - Adjusted Net Income
for the Nine Months Ended September 30, 2024 (Non-GAAP)
(Unaudited)
(In thousands)
Income before
income tax
Income tax
expense
(benefit)
Total
U.S. GAAP Net income
$574,885
$138,490
$436,395
Non-GAAP Adjustments:
FDIC Special Assessment [1]
14,287
(5,234)
9,053
Adjustments related to intercompany distributions [2]
6,400
16,483
22,883
Adjusted net income (Non-GAAP)
$595,572
$127,241
$468,331
[1] Expense recorded during the first quarter of 2024 related
to the November 16, 2023 FDIC Special Assessment
to recover the losses to the deposit
insurance fund used by the FDIC in connection with the receiverships
of several failed banks. The special assessment amount
and collection period
may change as the estimated loss is periodically adjusted or
if the total amount collected varies.
[2] Income tax expense and other related expenses from
prior periods, but recorded during the first quarter
of 2024, related to withholding taxes on
certain distributions from U.S. subsidiaries.
138
Net interest income on a taxable equivalent basis
– Non-GAAP Financial Measure
Net interest
income on
a taxable
equivalent basis
is a
non-GAAP financial
measure. Management
believes that
this presentation
provides meaningful information since it facilitates the comparison
of revenues arising from taxable and tax-exempt sources.
The Corporation’s
interest earning
assets include
investment securities
and loans
that are
exempt from
income tax,
principally in
Puerto
Rico. The
main sources
of tax-exempt
interest income
are certain
investments in
obligations of
the
U.S. Government,
its
agencies and
sponsored entities,
certain obligations
of the
Commonwealth of
Puerto Rico
and/or its
agencies and
municipalities,
and assets
held by the
Corporation’s international banking
entities. To
facilitate the comparison
of interest related
to these
assets,
net interest income has been converted to a taxable
equivalent basis, using the applicable statutory
income tax rates for each period
on those interest earning assets that are
tax exempt. In addition, this measure is also
impacted by a portion of interest cost
that the
Puerto
Rico
tax
law
requires
to
be
disallowed,
based
on
an
equal
proportion
of
tax-exempt
assets
to
total
assets,
and
by
an
allocation of general and
administrative expenses attributed to
exempt income, reducing the
benefit of the tax
exempt income. The
effective yield, on
a taxable equivalent basis,
will vary depending on
the level of
these expenses that are
attributed to the
available
exempt income.
Net interest income on
a taxable equivalent basis, with
its different components, along
with the reconciliation to net
interest income
(GAAP), for the
quarter ended September 30,
2024 as compared with
the same period in
2023, segregated by major categories
of
interest earning assets and interest-bearing
liabilities are included in Table 3 of the Operating Results Analysis section below.
Tangible Common Equity and Tangible Assets
Tangible
common equity,
tangible common equity ratio,
tangible assets and tangible
book value per common
share are non-GAAP
financial measures.
Tangible
common equity
ratio and
tangible book
value per
common share
in conjunction
with more
traditional
bank
capital
ratios
are
commonly
used
by
banks
and
analysts
to
compare
the
capital
adequacy
of
banking
organizations
with
significant amounts
of goodwill
or other
intangible assets,
typically stemming
from the
use of
the purchase
accounting method
for
mergers and acquisitions.
Tangible
common equity,
tangible assets and
other related measures
should not be
used in
isolation or
as
a
substitute
for
stockholders'
equity,
total
assets
or
any
other
measure
calculated
in
accordance
with
GAAP.
Moreover,
the
manner in which the Corporation calculates its tangible common
equity, tangible assets and
other related measures may differ from
that of other companies reporting measures with
similar names.
Table
10 provides
a reconciliation of
total stockholders’ equity
to tangible common
equity and total
assets to tangible
assets
as of
September 30, 2024, and December 31, 2023.
Financial highlights for the quarter ended September 30, 2024
●
$
136.6
million
for
the
same
quarter of
the
previous year.
Net
interest margin
for
the
third
quarter of
2024
was
3.24%, an
increase of 17 basis
points when compared to
3.07% for the same
quarter of the previous
year. The
increase was mainly due
to
higher
yields
in
investment
securities,
mainly
due
to
reinvestment
of
maturities
in
higher
yielding
U.S.
Treasury
securities, and to
higher average
loan balances
and higher
yields in
almost all
loans portfolios,
which was
partially offset
by
higher deposit
costs,
principally due
to higher
average volume
and higher
cost
of interest-bearing
deposits,
mainly from
the
Puerto Rico government and time deposits at PB. On a taxable equivalent basis, the net interest margin was 3.47%, compared
to 3.24% for the same quarter of the previous year.
●
$45.1 million for
the same quarter
of the previous
year. The
increase in provision
for credit losses
was mainly reflected
within
the commercial
loan portfolio
for both
of the
Corporation’s segments.
The increase
was mainly
due to
net charge-offs
in the
commercial loan
portfolio during
the third
quarter of
2024, compared
to net
recoveries recognized
during the
third quarter
of
2023, and
the changes
in credit
quality and
macroeconomic variables.
In the
U.S. commercial
portfolio, the
release of
$4.4
million was
lower compared
with the
third quarter
of 2023
due to
the impact
of the
new model
for the
U.S. commercial
real
estate segment that was implemented during that
quarter which resulted in a higher benefit.
●
139
September 30,
2023
, mainly
due to
higher other
service fees,
due to
higher credit
and debit
card service
fees as
a result
of
higher volume
of transactions,
partially offset
by lower
income from
mortgage banking
activities resulting
from the
fair value
adjustments of mortgage servicing rights.
●
September 30, 2023.
Higher operating expenses
were driven mainly
by higher technology
and software expenses,
personnel
costs
and
regulatory
examination
fees
included
as
other
taxes,
partially
offset
by
lower
professional
fees
and
a
goodwill
impairment charge related to our U.S. based leasing
subsidiary recorded in 2023.
●
30, 2023, mainly due to higher exempt income.
●
was
driven
by
loan
growth,
mainly
in
the
commercial
portfolio,
and
higher
portfolio
balance
in
available-for-sale
(“AFS”)
securities,
impacted
by
lower
unrealized
losses,
and
partially
offset
by
a
decrease
in
held-to-maturity
(“HTM”)
investment
securities driven by maturities of U.S. Treasury securities.
●
Total
deposits at
September 30,
2024 increased
by $50.3
million when
compared to
deposits at
December 31,
2023, mainly
due to higher deposits in PB, mainly those captured
via the online channel.
●
income for the nine months ended September 30, 2024 of $436.4 million, the after-tax impact of the decrease in net unrealized
losses
in
the
portfolio
of
AFS
securities
of
$272.0
million
and
the
net
accretion
of
the
discount
from
securities
previously
reclassified to HTM of $107.0 million,
net of taxes, partially offset
by the repurchases of common stock
for $58.8 million during
the
third
quarter
and
dividends
declared
during
the
period
of
$135.4
million.
As
of
September
30,
2024,
the
Corporation’s
tangible book value per common share was $69.04,
an increase of $9.30 from December 31,
2023.
●
16.42%, the tier 1 leverage ratio was 8.67%, and
the total capital ratio was 18.24%. Refer to
Table 9 for capital ratios.
140
CRITICAL ACCOUNTING POLICIES / ESTIMATES
The accounting
and reporting
policies followed
by the
Corporation and
its subsidiaries
conform to
generally accepted
accounting
principles
in
the
United
States
of
America
and
general
practices
within
the
financial
services
industry.
Various
elements
of
the
Corporation’s accounting policies, by
their nature, are
inherently subject to
estimation techniques, valuation assumptions and
other
subjective assessments.
These estimates
are made
under facts
and circumstances
at a
point in
time and
changes in
those facts
and circumstances could produce actual results that
differ from those estimates.
Management has discussed
the development and
selection of the
critical accounting policies
and estimates with
the Corporation’s
Audit
Committee.
The
Corporation
has
identified
as
critical
accounting
policies
those
related
to:
(i)
Fair
Value
Measurement
of
Financial Instruments; (ii) Loans
and Allowance for Credit
Losses; (iii) Loans Acquired
with Deteriorated Credit Quality;
(iv) Income
Taxes;
(v) Goodwill and
Other Intangible Assets; and
(vi) Pension and Postretirement
Benefit Obligations. For a
summary of these
critical
accounting
policies
and
estimates,
refer
to
the
MD&A
included
in
the
2023
Form
10-K.
Also,
refer
to
Note
2
to
the
Consolidated
Financial
Statements
included
in
the
2023
Form
10-K
for
a
summary
of
the
Corporation’s
significant
accounting
policies
and
to
Note 3
to
the
Consolidated Financial
Statements included
in
this Form
10-Q for
information on
recently adopted
accounting standard updates.
OPERATING RESULTS ANALYSIS
NET INTEREST INCOME
Net interest income for
the quarter ended September
30, 2024 was $572.5
million, compared to $534.0
million in the same
quarter
of 2023,
an increase
of $38.5
million. Net
interest income
on a
taxable equivalent
basis for
the third
quarter of
2024 was
$612.9
million compared to $563.7 million in the third
quarter of 2023, an increase of $49.2 million.
Net interest margin for the quarter
was 3.24% compared to 3.07% in the
third quarter of 2023 or an
increase of 17 basis points. On
a taxable equivalent basis, net interest margin for the third quarter of 2024 was 3.47%, compared to 3.24% for the same quarter the
prior year. The main variances in net interest income on a taxable
equivalent basis were:
●
higher interest income from
investment securities by $33.8
million mainly driven higher
yield by 48
basis points, due to
a
higher interest rate environment and reinvestment
of investment maturities in higher yielding U.S.
Treasury bills;
●
higher interest income from
loans by $69.6 million
resulting from higher balances in
both PB and BPPR
and across most
portfolios and higher yield on loans by 32 basis
points when compared to the same quarter
of 2023.
Partially offset by:
●
higher interest expense
on interest-bearing deposits
by $56.9 million
driven by a
higher cost of
interest-bearing deposits
by 41 basis points
due to higher average volume
by $884.1 million and
higher cost of market
linked interest-bearing P.R.
Government deposits and higher volume of U.S.
deposits, mainly those captured via the online channel.
Net interest income
for the BPPR
segment amounted to
$488.0 million for
the third quarter
of 2024, compared
to $453.9 million
in
the third
quarter of
2023. Net interest
margin increased to
3.41% compared to
3.14% in the
third quarter of
2023. The increase
in
net interest income of $34.1
million was driven by higher
yields from earning assets and loan
growth partially offset by the
increase
in the
cost of
deposits, mainly
from P.R.
Government deposits.
The cost
of interest-bearing
deposits increased
29 basis
points to
2.55% from 2.25% in
the same quarter of
2023. Total
deposit costs for the quarter
increased by 21 basis
points, from 1.68% in the
third quarter of 2023 to 1.89%.
Net interest income for
PB was $93.1 million
for the quarter ended
September 30, 2024, compared to
$87.4 million during the
third
quarter of
2023,
an
increase of
$5.7 million.
Net interest
margin
decreased 17
basis
points to
2.73%
when compared
to
2.90%
during the third
quarter of 2023.
The decrease in
net interest margin
was mostly driven
by higher balances
and cost of
deposits in
most
of
the
interest-bearing
categories,
partially
offset
by
the
increase
in
loan
volume
and
yield.
The
cost
of
interest-bearing
deposits was 3.80% compared to 3.31% in the third quarter of 2023,
or an increase of 49 basis points.
Total deposit cost was 3.35%
compared to 2.84%, or a decrease of 51 basis
points in the third quarter of 2023.
141
Table 3 - Analysis of Levels & Yields
on a Taxable Equivalent Basis
(Non-GAAP)
Quarter ended September 30,
Variance
Average Volume
Average Yields / Costs
Interest
Attributable to
2024
2023
Variance
2024
2023
2024
2023
Variance
Rate
Volume
(In millions)
(In thousands)
$
7,033
$
7,292
$
(259)
5.43
%
5.40
%
0.03
%
Money market investments
$
96,061
$
99,285
$
(3,224)
$
311
$
(3,535)
27,569
28,396
(827)
2.92
2.31
0.61
Investment securities [1]
202,317
165,319
36,998
41,382
(4,384)
30
34
(4)
5.87
4.43
1.44
Trading securities
436
375
61
110
(49)
Total money market,
investment and trading
34,632
35,722
(1,090)
3.43
2.95
0.48
securities
298,814
264,979
33,835
41,803
(7,968)
Loans:
17,798
16,611
1,187
6.90
6.64
0.26
Commercial
308,734
277,977
30,757
10,336
20,421
1,129
865
264
8.85
8.99
(0.14)
Construction
25,102
19,580
5,522
(364)
5,886
1,851
1,669
182
6.97
6.50
0.47
Leasing
32,241
27,142
5,099
2,022
3,077
7,911
7,504
407
5.73
5.42
0.31
Mortgage
113,409
101,700
11,709
6,038
5,671
3,211
3,147
64
14.08
13.39
0.69
Consumer
112,423
105,042
7,381
4,260
3,121
3,879
3,657
222
8.94
8.47
0.47
Auto
87,189
78,055
9,134
4,248
4,886
35,779
33,453
2,326
7.56
7.24
0.32
Total loans
679,098
609,496
69,602
26,540
43,062
$
70,411
$
69,175
$
1,236
5.53
%
5.02
%
0.51
%
Total earning assets
$
977,912
$
874,475
$
103,437
$
68,343
$
35,094
Interest bearing deposits:
$
26,148
$
25,652
$
496
3.64
%
3.31
%
0.33
%
NOW and money market [2]
$
238,923
$
213,957
$
24,966
$
26,317
$
(1,351)
14,322
14,875
(553)
0.92
0.73
0.19
Savings
33,169
27,373
5,796
6,429
(633)
9,069
7,986
1,083
3.46
2.62
0.84
Time deposits
78,893
52,791
26,102
16,893
9,209
49,539
48,513
1,026
2.82
2.41
0.41
Total interest bearing
deposits
350,985
294,121
56,864
49,639
7,225
14,968
15,038
(70)
Non-interest bearing demand
deposits
64,507
63,551
956
2.16
1.84
0.32
Total deposits
350,985
294,121
56,864
49,639
7,225
101
108
(7)
5.62
5.45
0.17
Short-term borrowings
1,430
1,478
(48)
44
(92)
Other medium and
950
1,172
(222)
5.32
5.20
0.12
long-term debt
12,560
15,167
(2,607)
415
(3,022)
Total interest bearing
50,590
49,793
797
2.87
2.48
0.39
liabilities (excluding demand
deposits)
364,975
310,766
54,209
50,098
4,111
4,853
4,344
509
Other sources of funds
$
70,411
$
69,175
$
1,236
2.06
%
1.78
%
0.28
%
Total source of funds
364,975
310,766
54,209
50,098
4,111
Net interest margin/
3.47
%
3.24
%
0.23
%
income on a taxable
equivalent basis (Non-
GAAP)
612,937
563,709
49,228
$
18,245
$
30,983
2.66
%
2.54
%
0.12
%
Taxable equivalent
adjustment
40,464
29,689
10,775
Net interest margin/ income
3.24
%
3.07
%
0.17
%
non-taxable equivalent basis
(GAAP)
$
572,473
$
534,020
$
38,453
Note: The changes that are not due solely to volume or
rate are allocated to volume and rate based on the
proportion of the change in each category.
[1] Average balances exclude unrealized gains or losses
on debt securities available-for-sale and the unrealized
loss related to certain securities transferred from
available-for-sale to held-to-maturity.
[2] Includes interest bearing demand deposits corresponding
to certain government entities in Puerto Rico.
142
Net interest income for the nine months
ended September 30, 2024 was $1.7 billion, or $94.2 million higher than the same period in
2023. Taxable
equivalent net interest income
was $1.8 billion,
an increase of
$124.8 million when compared
to the same
period in
2023.
Net
interest
margin
was
3.20%,
an
increase
of
six
basis
points
when
compared
to
3.14%
for
the
nine
months
ended
September 30,
2023. The
increase in
net interest
margin was
mainly driven
by a
higher yield
on earning
assets due
to a
higher
interest rate environment.
Net interest margin,
on a taxable
equivalent basis, for
the nine months
ended September 30, 2024,
was
3.44%, an increase of 12 basis points when compared to the 3.32% for the same period of
2023. The drivers of the variances in net
interest income for the nine-month period are:
Positive variances:
●
points driven by the
re-investment of maturities and deployment of
liquidity to higher yield short-term
Treasury bills, for which
interest is tax exempt in Puerto Rico;
●
due
to
higher
yield
by
37
basis
points
related
to
higher
rates
in
adjustable-rate
loans
and
higher
volume
of
$1.5
billion,
increasing in BPPR and PB, and higher volume and
yield across the rest of the portfolios as shown in
Table 4; and
partially offset by:
●
higher cost in most deposit
categories in both BPPR and PB;
but particularly from P.R
Government deposits that are market-
linked and PB online deposits.
143
Table 4 – Analysis of Levels & Yields
on a Taxable Equivalent Basis
from Continuing Operations (Non-GAAP)
Period ended September 30,
Variance
Average Volume
Average Yields / Costs
Interest
Attributable to
2024
2023
Variance
2024
2023
Variance
2024
2023
Variance
Rate
Volume
(In millions)
(In thousands)
$
6,664
$
6,966
$
(302)
5.47
%
5.10
%
0.37
%
Money market investments
$
272,893
$
265,785
$
7,108
$
18,902
$
(11,794)
28,271
28,205
66
2.88
2.18
0.70
Investment securities [1]
610,341
460,641
149,700
148,136
1,564
30
32
(2)
5.02
4.52
0.50
Trading securities
1,114
1,084
30
117
(87)
Total money market,
investment and trading
34,965
35,203
(238)
3.38
2.76
0.62
securities
884,348
727,510
156,838
167,155
(10,317)
Loans:
17,707
16,206
1,501
6.87
6.50
0.37
Commercial
910,241
787,381
122,860
47,469
75,391
1,064
778
286
8.97
8.79
0.18
Construction
71,426
51,178
20,248
1,090
19,158
1,794
1,630
164
6.86
6.31
0.55
Leasing
92,292
77,135
15,157
7,024
8,133
7,818
7,434
384
5.67
5.45
0.22
Mortgage
332,626
303,777
28,849
12,819
16,030
3,209
3,082
127
13.94
13.10
0.84
Consumer
334,818
302,050
32,768
17,783
14,985
3,820
3,603
217
8.86
8.31
0.55
Auto
253,511
223,929
29,582
15,682
13,900
35,412
32,733
2,679
7.52
7.13
0.39
Total loans
1,994,914
1,745,450
249,464
101,867
147,597
$
70,377
$
67,936
$
2,441
5.46
%
4.86
%
0.60
%
Total earning assets
$
2,879,262
$
2,472,960
$
406,302
$
269,022
$
137,280
Interest bearing deposits:
$
25,986
$
24,407
$
1,579
3.62
%
2.93
%
0.69
%
NOW and money market [2]
$
704,396
$
534,567
$
169,829
$
137,718
$
32,111
14,584
14,889
(305)
0.93
0.62
0.31
Savings
101,136
69,262
31,874
30,343
1,531
8,877
7,603
1,274
3.23
2.23
1.00
Time deposits
214,888
126,995
87,893
56,973
30,920
49,447
46,899
2,548
2.76
2.08
0.68
Total interest bearing
deposits
1,020,420
730,824
289,596
225,034
64,562
15,075
15,405
(330)
Non-interest bearing demand
deposits
64,522
62,304
2,218
2.11
1.57
0.54
Total deposits
1,020,420
730,824
289,596
225,034
64,562
89
160
(71)
5.65
5.02
0.63
Short-term borrowings
3,748
5,987
(2,239)
681
(2,920)
Other medium and
975
1,140
(165)
5.18
5.12
0.06
long-term debt
37,799
43,660
(5,861)
152
(6,013)
Total interest bearing
50,511
48,199
2,312
2.81
2.16
0.65
liabilities (excluding demand
deposits)
1,061,967
780,471
281,496
225,867
55,629
4,791
4,332
459
Other sources of funds
$
70,377
$
67,936
$
2,441
2.02
%
1.54
%
0.48
%
Total source of funds
1,061,967
780,471
281,496
225,867
55,629
3.44
%
3.32
%
0.12
%
Net interest margin/ income
on a taxable equivalent basis
(Non-GAAP)
1,817,295
1,692,489
124,806
$
43,155
$
81,651
2.65
%
2.70
%
(0.05)
%
Net interest spread
Taxable equivalent
adjustment
125,766
95,145
30,621
3.20
%
3.14
%
0.06
%
Net interest margin/ income
non-taxable equivalent basis
(GAAP)
$
1,691,529
$
1,597,344
$
94,185
Note: The changes that are not due solely to volume or
rate are allocated to volume and rate based on the
proportion of the change in each category.
[1] Average balances exclude unrealized gains or losses
on debt securities available-for-sale and the unrealized
loss related to certain securities transferred from
available-for-sale to held-to-maturity.
[2] Includes interest bearing demand deposits corresponding
to certain government entities in Puerto Rico.
144
Provision for Credit Losses - Loans Held-in-Portfolio
and Unfunded Commitments
For the quarter
ended September 30,
2024, the Corporation
recorded a provision
for credit losses
related to loans
held-in-portfolio
and unfunded commitments
of $72.3 million,
an increase of
$27.1 million, compared to
the same quarter
of the previous
year. The
provision for the loan portfolio increased by $29.3 million. Refer to Note 8 to the Consolidated Financial Statements for details of the
movement of the allowance for credit losses. The drivers of
the increase in the provision for loan losses by business
segments when
comparing the third quarter of 2024,
to the same quarter in 2023 were
as follows:
●
reflected within the
commercial loan portfolio
driven by net
charge-offs, instead of
net recoveries for
the same
quarter in
2023, along with changes in credit quality and
macroeconomic variables.
●
changes in
credit quality,
and improvements in
credit ratings
related to
the commercial
portfolio. This release
was lower
when
compared
to
the
same
quarter
in
2023
for
which
a
release
of
$10.5
million
was
recorded mainly
driven
by
the
implementation of a new model for the U.S.
commercial real estate portfolio based on more
granular regional data.
For
the
nine
months
ended
September
30,
2024,
the
Corporation
recorded
a
provision
for
credit
loss
related
to
loans
held-in-
portfolio and unfunded commitments of $190.7 million, an increase of $59.9 million, compared to the nine months ended September
30, 2023. The provision
for the loan portfolio increased
by $63.0 million. The
drivers of the increase in
the provision for loan
losses
by business segments when comparing the nine months
ended September 30, 2024, to the same period
in 2023 were as follows:
●
compared
to
$127.6
million
for
the
nine
months
ended
September
30,
2023,
attributable
to
higher
reserves
in
the
commercial, auto leases and consumer portfolios due
to loan growth,
higher losses, and changes in credit quality.
●
September 30, 2024, compared to
a release of $1.3
million for the same
period in 2023. The
higher provision was driven
by the
reduction in reserves
during the same
period of
2023 due to
the implementation of
a new
model, based on
more
granular regional data, for the U.S. commercial real
estate portfolio.
At
September 30,
2024, the
total
allowance for
credit
losses for
loans held-in-portfolio
amounted to
$744.3 million,
compared to
$729.3
million
as
of
December
31,
2023.
The
ratio
of
the
allowance
for
credit
losses
to
loans
held-in-portfolio
was
2.06%
at
September 30,
2024, compared
to
2.08% at
December 31,
2023. Refer
to
Note 8
to
the Consolidated
Financial Statements,
for
additional information
on the
Corporation’s methodology
to
estimate its
ACL. Refer
to the
Credit Risk
section of
this MD&A
for a
detailed analysis of net charge-offs, non-performing assets,
the allowance for credit losses and selected loan
losses statistics.
Provision for Credit Losses – Investment Securities
The
Corporation’s
provision
for
credit
losses
related
to
its
investment
securities
held-to-maturity
is
related
to
the
portfolio
of
obligations from
the Government
of Puerto
Rico, states
and political
subdivisions. At
September 30,
2024, the
total allowance
for
credit
losses
for
this
portfolio
amounted
to
$5.4
million,
compared
to
$5.8
million
at
December
31,
2023.
Refer
to
Note
6
to
Consolidated Financial Statements
for additional information on the ACL for this portfolio.
Non-Interest Income
Non-interest
income
amounted to
$164.1
million
for
the
quarter ended
September
30,
2024, compared
to
$159.5 million
for
the
same quarter of the previous year. The main factors that contributed
to the variance in non-interest income were:
●
transactions;
partially offset by:
●
rights (“MSRs”).
145
Non-interest income amounted to $494.2 million for the nine months ended September 30, 2024, compared to $482.0 million for the
same period of the previous year. The main factors that contributed to
the variance in non-interest income were:
●
volume and higher income from the sale and
administration of investment products;
and
●
compensation in commercial deposits;
partially offset by:
●
delinquencies in the serviced portfolio.
146
Operating Expenses
Operating
expenses
amounted
to
$467.3
million
for
the
quarter
ended
September
30,
2024,
an
increase
of
$1.3
million,
when
compared with the same quarter of 2023. The
variance in operating expenses was driven primarily
by:
●
software amortization expense by $3.9 million and an
increase of $2.9 million from network management
services;
●
related to regulatory examination fees in BPPR;
●
increase in headcount;
●
advertising costs and higher customer rewards programs
expense in our credit card business; and
●
properties;
partially offset by:
●
subsidiary due to lower forecasted cash flows and
an increase in the rate used to discount cash
flows;
●
●
fees,
driven by a lower fee rate and higher
incentive rebates in 2024.
Operating expenses
amounted to
$1.4 billion
for the
nine months
ended September
30, 2024,
an increase
of $53.1
million when
compared with the
same period of
2023. Excluding the
$6.4 million of
interest accrued related
to prior period
tax withholdings and
the $14.3 million impact of the FDIC Special Assessment, total
expenses for the nine months ended September 30, 2024 increased
by $32.4 million, when compared with the same
period of 2023. The main drivers of
the $32.4 million variance were:
●
software amortization expense by $9.7 million, an increase of $7.6 million from network management services and an increase
of $2.4 million in application processing and
hosting services;
●
an
increase
in
headcount,
an
increase
in
restricted
shares,
commissions
and
incentive
compensation
by
$9.6
million
and
higher payroll taxes and other compensation expenses
by $5.3 million;
●
in 2023 of regulatory examination fees in BPPR,
as mentioned above;
●
million and higher customer rewards programs expense
in our credit card business by $2.0 million; and
●
partially offset by:
●
related to the Corporation's transformation initiative
incurred during the nine months ended September
30, 2023; and
147
●
A
goodwill impairment charge
of $23.0 million
recorded during the
third quarter
of 2023
in our
U.S. based equipment
leasing
subsidiary due to lower forecasted cash flows and
an increase in the rate used to discount cash
flows;
Table 5 - Operating Expenses
Quarters ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
Variance
2024
2023
Variance
Personnel costs:
Salaries
$
135,983
$
127,832
$
8,151
$
394,001
$
378,126
$
15,875
Commissions, incentives and other bonuses
26,350
27,670
(1,320)
95,587
86,025
9,562
Pension, postretirement and medical insurance
16,387
16,985
(598)
50,391
49,871
520
Other personnel costs, including payroll taxes
23,136
20,665
2,471
74,678
69,358
5,320
Total personnel
costs
201,856
193,152
8,704
614,657
583,380
31,277
Net occupancy expenses
28,031
28,100
(69)
83,764
81,304
2,460
Equipment expenses
9,349
8,905
444
28,578
26,878
1,700
Other taxes
17,757
8,590
9,167
47,465
41,290
6,175
Professional fees
26,708
38,514
(11,806)
93,370
122,077
(28,707)
Technology and
software expenses
88,452
72,930
15,522
247,666
213,843
33,823
Processing and transactional services:
Credit and debit cards
11,761
13,762
(2,001)
37,644
37,896
(252)
Other processing and transactional services
22,559
24,137
(1,578)
69,966
70,713
(747)
Total processing
and transactional services
34,320
37,899
(3,579)
107,610
108,609
(999)
Communications
5,229
4,220
1,009
14,143
12,483
1,660
Business promotion:
Rewards and customer loyalty programs
16,533
15,988
545
46,995
44,962
2,033
Other business promotion
9,104
7,087
2,017
25,080
22,067
3,013
Total business
promotion
25,637
23,075
2,562
72,075
67,029
5,046
Deposit insurance
10,433
8,932
1,501
44,901
24,600
20,301
Other real estate owned (OREO) income
(2,674)
(5,189)
2,515
(13,745)
(10,197)
(3,548)
Other operating expenses:
Operational losses
5,769
5,504
265
21,153
16,584
4,569
All other
15,750
17,557
(1,807)
56,140
53,690
2,450
Total other operating
expenses
21,519
23,061
(1,542)
77,293
70,274
7,019
Amortization of intangibles
704
795
(91)
2,233
2,385
(152)
Goodwill impairment charge
-
23,000
(23,000)
-
23,000
(23,000)
Total operating
expenses
$
467,321
$
465,984
$
1,337
$
1,420,010
$
1,366,955
$
53,055
Income Taxes
For the quarter and nine months
ended September 30, 2024, the Corporation recorded an income
tax expense of $42.5 million and
$138.5 million with an effective
tax rate (ETR) of
21.5% and 24.1%, respectively,
compared to $45.9 million and
$135.7 million with
an ETR
of 25.1% and
23.3% for the
respective periods of
2023.
The lower
income tax expense
for the
quarter ended September
30, 2024, compared
to the same
quarter of
2023, is mostly
due to the
higher exempt income
recorded for the
current quarter.
For
the nine
months ended
September 30,
2024, the
higher income
tax reflects
the tax
withholding expense
recorded during
the first
quarter on
certain intercompany
distributions, amounting
to $22.9
million, out
of which
$16.5 million
corresponded to
years 2014-
2023 and $6.5
million was related
to a
distribution completed during the
period ended March
31, 2024; this
negative variance was
partially offset
by the
lower income
before tax,
higher exempt
income and
other tax
credits recorded
this year,
compared with
the
same period of year 2023.
At September
30, 2024,
the Corporation
had a
net deferred
tax asset
amounting to
$916 million,
net of
a valuation
allowance of
$451 million. The net deferred tax asset related
to the U.S. operations was $250 million, net of
a valuation allowance of $379 million.
Refer to
Note 30
to the
Consolidated Financial
Statements for
a reconciliation
of the
statutory income
tax rate
to the
effective tax
rate and additional information on the income
tax expense and deferred tax asset balances.
REPORTABLE SEGMENT RESULTS
The Corporation’s
reportable segments
for managerial
reporting purposes
consist of
Banco Popular
de Puerto
Rico and
Popular
U.S. A Corporate group
has also been defined to support the reportable
segments.
148
For
a
description
of
the
Corporation’s
reportable
segments,
including
additional
financial
information
and
the
underlying
management accounting process, refer to Note 32
to the Consolidated Financial Statements.
The Corporate group reported a net
income of $0.5 million for the
quarter ended September 30, 2024, compared with
a net income
of
$2.8 million
for the
same quarter
of
the previous
year.
For the
nine months
ended September
30, 2024,
the Corporate
group
reported net loss of
$21.7 million, compared to
a net income
of $8.8 million for
the same period of
the previous year.
The negative
variance was mainly attributed to the $22.9 million adjustment to recognize the tax impact associated with prior period intercompany
distributions and
the additional
$6.5 million
recognized for the
tax impact related
to intercompany
distributions paid during
the first
quarter of 2024.
Highlights on the earnings results for the reportable
segments are discussed below:
Banco Popular de Puerto Rico
The Banco Popular
de Puerto Rico
reportable segment’s net
income amounted to
$125.8 million for
the quarter ended
September
30, 2024, compared with
net income of $122.7
million for the same
quarter of the previous year.
The factors that contributed to
the
variance in the financial results included the following:
●
●
by the reinvestment into higher interest rates U.S.
Treasury securities;
and
●
partially offset by
●
on the cost of P.R. Government deposits.
The net interest margin
for the quarter ended
September 30, 2024 was 3.41%
compared to 3.14% for the
same quarter in the
previous year.
The increase in
net interest margin
is driven by
the earnings assets
mix and the
higher yields from
investment
securities and loans, particularly commercial and consumer loans, due to the increase in rates; partially offset by
higher cost of
deposits.
●
2023, higher by
$22.9 million mainly
in the commercial
portfolio due to
net charge offs
as compared to
net recoveries in
2023, and changes in credit quality in the commercial
portfolio;
●
●
of higher volume of transactions and higher ancillary
fees;
partially offset by
●
million in the fair value adjustment of mortgage service
rights;
●
149
●
amortization of software costs and higher network management
fees;
●
related to regulatory examination fees in BPPR by
$8.2 million;
●
●
properties; and
partially offset by
●
processing fees, driven by a lower fee rate and higher
incentive rebates in 2024; and
●
●
For
the
nine months
ended September
30,
2024, the
BPPR segment
recorded net
income
of
$404.3 million
compared
to
a
net
income of $387.4 million for the same period of the previous year. The factors that contributed to the variance in the financial results
included the following:
●
●
by the re-investments of maturities and deployment
of liquidity to higher yield U.S. Treasury securities;
and
●
and consumer loans,
partially offset by
●
Rico government deposits.
The net interest
margin for the
nine months ended September
30, 2024 was
3.38% compared to
3.24% for the
same period in
the
previous
year.
The
increase
in
net
interest
margin
is
driven
by
the
earnings
assets
mix
and
the
higher
yields
from
investment
securities and loans, due to the increase in
rates; partially offset by higher cost of deposits.
●
commercial, auto leases and consumer portfolios
due to loan growth, higher losses, and changes
in credit quality;
●
●
of higher volume of customer transactions; and
●
compensation in commercial deposits;
partially offset by
150
●
million in the fair value adjustment of mortgage service
rights.
●
●
increase in restricted shares, higher commissions and
incentive compensation, and an increase in payroll
taxes;
●
IT consulting fees, higher network management fees
and higher application and hosting services;
●
recorded in the first quarter of 2024;
●
group;
●
related to regulatory examination fees in BPPR by
$8.2 million;
●
higher customer rewards expense in credit card business;
partially offset by
●
including the Corporations transformation initiatives;
●
commercial properties;
●
during this period.
Popular U.S.
For
the
quarter
ended
September
30,
2024,
the
reportable
segment
of
Popular
U.S.
reported
a
net
income
of
$28.8
million,
compared with a net income of $11.0 million for the same quarter of the
previous year. The factors that contributed to the variance in
the financial results included the following:
●
●
higher yields due to higher interest rates; and
●
mainly in money markets;
partially offset by:
151
●
balances.
The
net
interest
margin
for
the
quarter ended
September
30,
2024
was
2.73% compared
to
2.90%
for
the
same
quarter in
the
previous year driven by the higher cost of deposits.
●
of
$4.4
million
for
the
third
quarter
of
2024
compared
to
a
release
of
$10.5
million
recorded
in
the
quarter
ended
September 30, 2023;
●
●
●
third
quarter of
2023, due
to
lower forecasted
cash flows
and
an increase
in the
rate used
to
discount cash
flows;
partially offset by
●
●
For the
nine months
ended September
30, 2024,
the reportable
segment of
Popular U.S.
recorded a
net income
of $53.6
million,
compared with a net income of $51.3 million for the same period of the previous year.
The factors that contributed to the variance in
the financial results included the following:
●
●
balance;
partially offset by
●
higher yields due to higher rates; and
●
higher average balance.
The net interest margin for
the nine months ended September
30, 2024 was 2.64% compared to
3.08% for the same quarter
in the
previous year.
●
reserves in 2023
due to the
implementation of a
new model, based
on more granular
regional performance, for
the U.S.
commercial real estate portfolio;
●
●
●
due to lower forecasted cash flows and an increase
in the rate used to discount cash flows;
152
●
legal fees;
partially offset by:
●
●
higher amortization of software costs and higher IT
consulting fees;
●
segment group;
and
●
●
FINANCIAL CONDITION ANALYSIS
Assets
The Corporation’s total assets were $71.3
billion at September 30, 2024,
compared to $70.8 billion at December
31, 2023. Refer to
the Consolidated Statements of Financial Condition
included in this report for additional information.
Money market investments and debt securities available-for-sale
and held-to-maturity
Money market investments decreased by
$468.1 million as of
September 30, 2024, when
compared to December 31,
2023, driven
by lower
deposits and
loan growth.
Debt securities available-for-sale
increased $457.1
million, mainly
due to
reinvestment of
U.S.
Treasury Securities
and the
decrease in
the unrealized
losses of
AFS securities
of $329.0 million.
Debt securities
held-to-maturity
decreased by
$328.7 million
driven by
maturities and
paydowns, partially
offset by
the accretion
of $133.8
million of
the discount
related to U.S. Treasury
securities previously reclassified from the
AFS to HTM.
Refer to Note 5
and to Note 6
to the Consolidated
Financial
Statements
for
additional
information
with
respect
to
the
Corporation’s
debt
securities
available-for-sale
and
held-to-
maturity.
153
Loans
Refer to Table
6 for a
breakdown of the Corporation’s
loan portfolio. Also, refer
to Note 7 in
the Consolidated Financial Statements
for detailed information about the Corporation’s loan portfolio
composition and loan purchases and sales.
Loans held-in-portfolio
increased by
$1.1 billion
to $36.2
billion as
of September
30, 2024,
compared to
December 31,
2023. The
BPPR portfolio increased by $1.2 billion, driven by the growth in the commercial, mortgage
and auto loan portfolios, and the PB loan
portfolio decreased by $0.1 billion, due in part
by commercial loans payoffs, offset by growth in the
construction loan portfolio.
The Corporation’s
$5.2 billion
non-owner occupied
commercial real
estate portfolio
is comprised
of $3.2
billion in
BPPR and
$2.0
billion in Popular U.S. and
is well diversified across a number
of tenants in different industries
and segments with exposure to retail
(34%
of
non-owner
occupied
CRE),
hotels
(19%)
and
office
space
(14%)
accounting
for
two
thirds
of
the
total
exposure.
The
approximate $708 million office space
exposure represents only 2.0% of
the total loan portfolio
and is comprised mainly of
mid-rise
properties with diversified tenants with average loan
size of $2 million across both BPPR and Popular
U.S.
Popular’s $2.4 billion commercial multi-family
portfolio represents approximately 7% of
total loans and is
concentrated in New York
Metro ($1.5
billion), South Florida ($698 million)
and Puerto Rico ($192
million). In the New York
Metro region, the Corporation has
no exposure to rent controlled buildings. The
rent stabilized units represent less than
40% of the total units in
the loan portfolio with
the majority originated after 2019.
154
Table 6 - Loans Ending Balances
(In thousands)
September 30, 2024
December 31, 2023
Variance
Loans held-in-portfolio:
Commercial
$
2,405,302
$
2,415,620
$
(10,318)
5,185,381
5,087,421
97,960
3,092,393
3,080,635
11,758
7,400,553
7,126,121
274,432
Total Commercial
18,083,629
17,709,797
373,832
Construction
1,113,307
959,280
154,027
Leasing
1,887,052
1,731,809
155,243
Mortgage
7,993,348
7,695,917
297,431
Consumer
1,186,893
1,135,747
51,146
69,691
65,953
3,738
1,873,175
1,945,247
(72,072)
3,818,607
3,660,780
157,827
169,265
160,441
8,824
Total Consumer
7,117,631
6,968,168
149,463
Total loans held-in
-portfolio
$
36,194,967
$
35,064,971
$
1,129,996
Loans held-for-sale:
$
5,509
$
4,301
$
1,208
Total loans held-for-sale
$
5,509
$
4,301
$
1,208
Total loans
$
36,200,476
$
35,069,272
$
1,131,204
155
Other assets
Other assets
amounted to
$1.8 billion
at September
30, 2024,
compared to
$2.0 billion
at December
31, 2023.
The decrease
in
other assets was
driven by unsettled
trade receivables related
to proceeds from
maturities of U.S.
Treasury securities
and interest
payments from
the fourth
quarter of
2023 which
were received
in the
first quarter
of 2024.
Refer to
Note 12
to the
Consolidated
Financial Statements
for a
breakdown of
the principal
categories that
comprise the
caption of
“Other Assets”
in the
Consolidated
Statements of Financial Condition at September 30,
2024 and December 31, 2023.
Liabilities
The
Corporation’s
total
liabilities
were
$65.5
billion
at
September
30,
2024,
a
decrease
of
$78.6
million,
when
compared
to
December 31, 2023. The following is a discussion
of the significant changes in liabilities.
Deposits and Borrowings
The composition of the Corporation’s financing to total assets
at September 30, 2024 and December 31,
2023 is included in Table 7.
Table 7 - Financing to Total
Assets
September 30,
December 31,
% increase (decrease)
% of total assets
(In millions)
2024
2023
from 2023 to 2024
2024
2023
Non-interest bearing core deposits
$
15,276
$
15,420
(0.9)
%
21.4
%
21.8
%
Interest-bearing core deposits
43,346
43,571
(0.5)
60.8
61.6
Interest-bearing other deposits
5,047
4,627
9.1
7.1
6.5
Repurchase agreements
55
91
(39.6)
0.1
0.1
Notes payable
919
987
(6.9)
1.3
1.4
Other liabilities
890
915
(2.7)
1.2
1.3
Stockholders’ equity
5,790
5,147
12.5
8.1
7.3
Total Deposits
The Corporation’s deposits totaled $63.7 billion as of
September 30, 2024, compared to $63.6 billion as
of December 31, 2023. An
increase in the P.R. public sector, as well as an increase in interest-bearing deposits, were the main drivers of the $0.1
billion
increase during the period.
Excluding
P.R
.
public
deposits,
as
of
September
30,
2024,
deposits
amounted
to
$45.0
billion,
compared
to
$45.6
billion
as
of
December
31,
2023.
This
$0.6
billion
decrease
includes
a
reduction
of
approximately
$0.9
billion
in
low-cost
interest-bearing
deposits, partially offset by a $0.5 billion increase
in higher cost interest-bearing deposits, mainly related to time deposits in Popular
Bank.
In BPPR, deposit
balances, excluding P.R
public funds, have been
impacted during 2023 and
2024 by outflows driven
by changes
in client
behavior,
mainly by
commercial and
affluent retail
clients seeking
products that
provide for
high rates
in the
current rate
environment, along with significant spending and use
of balances including the retail client base, which
had experienced an increase
in average deposit balances during the pandemic driven by federal incentives. Notwithstanding this decrease, average retail deposit
balances at BPPR are still higher than pre-pandemic
levels.
As
of
September
30,
2024,
the
Puerto
Rico
public
sector
deposits
amounted
to
$18.7
billion,
compared
to
$18.1
billion
as
of
December 31, 2023.
Approximately 29% of the Corporation’s deposits as of September 30, 2024 are funds deposited by the Government of Puerto Rico,
municipalities and government
instrumentalities and corporations. P.R
public sector deposit
costs are indexed
to changes in
short-
term market
rates with
a one-quarter lag,
in accordance with
contractual terms.
During the second
quarter of
2024, approximately
$800 million of low-cost government-related accounts
managed by our fiduciary services group were
repriced to market-linked rates.
156
Fluctuations of public sector deposit balances are uncertain
and difficult to predict. Factors that could impact these
balances include,
but are not limited to, the receipt
of funds by the Puerto Rico Government from federal
disaster funding assistance (i.e. hurricane or
pandemic related funds) and other events such as seasonal tax collections, actions resulting
from changes in the financial condition,
liquidity
and
cash
management practices
of
the
Puerto
Rico
Government and
its
instrumentalities, and/or
the
implementation of
fiscal
and
debt
adjustment
plans
approved
pursuant
to
PROMESA
or
other
actions
mandated
by
the
Fiscal
Oversight
and
Management
Board
for
Puerto
Rico
(the
“Oversight
Board”).
These
deposits
require
that
the
bank
pledge
high
credit
quality
securities as collateral; therefore, liquidity risks arising
from deposit outflows are lower.
The volume and cost of public deposits at BPPR and the proportion of high-cost deposits in the U.S, directly impact the balance and
mix of earning assets and therefore represent a
key factor in the Corporation’s ability to expand its
net interest margin.
Refer to Table 8 for a breakdown of the Corporation’s deposits at September 30, 2024 and
December 31, 2023.
157
Table 8 - Deposits Ending Balances
(In thousands)
September 30, 2024
December 31, 2023
Variance
Deposits excluding P.R.
government deposits:
$
15,276,071
$
15,419,624
$
(143,553)
20,584,328
21,541,261
(956,933)
735,231
719,453
15,778
7,363,477
6,914,035
449,442
993,522
955,754
37,768
Sub-total deposits excluding P.R.
government
deposits
44,952,629
45,550,127
(597,498)
P.R. government
deposits:
11,088,511
12,159,430
(1,070,919)
6,903,370
5,276,583
1,626,787
723,991
632,103
91,888
Sub-total P.R.
government
deposits
18,715,872
18,068,116
647,756
Total deposits
$
63,668,501
$
63,618,243
$
50,258
[1] Includes interest and non-interest bearing demand deposits.
Borrowings
The
Corporation’s
borrowings
totaled
$1.0
billion
at
September
30,
2024
compared
to
$1.1
billion
at
December
31,
2023.
The
decrease was mainly due
to lower assets sold
under agreements to repurchase and
lower advances from the
FHLB. Refer to Note
15 to
the Consolidated
Financial Statements
for detailed
information on
the Corporation’s
borrowings. Also,
refer to
the Liquidity
section in this MD&A for additional information
on the Corporation’s funding sources.
Refer to the Liquidity section in this MD&A for additional
information on the Corporation’s funding sources.
Stockholders’ Equity
Stockholders’ equity
totaled $5.8
billion
at September
30, 2024,
an increase
of
$643.6 million
when compared
to
December 31,
2023, principally due to net income for the nine months ended September 30, 2024 of $436.4 million, coupled with the
change in the
accumulated other comprehensive loss
driven by the
decrease in net
unrealized losses in
the portfolio of
AFS securities of
$272.0
million
and
the
amortization
of
unrealized
losses
from
securities
previously
reclassified
to
HTM
of
$107.0
million,
net
of
taxes,
partially offset
by common
and preferred
dividends declared
during the
nine months
ended September 30,
2024 of
$135.4 million
and by an
increase in Treasury
Stock due to
the repurchases of 599,096
shares of common stock
for $58.8 million
during the third
quarter
of
2024
as
part
of
the
previously
announced
$500
million
share
repurchase
authorization.
Refer
to
the
Consolidated
Statements
of
Financial
Condition,
Comprehensive
Income
and
of
Changes
in
Stockholders’
Equity
for
information
on
the
composition of stockholders’ equity.
158
CAPITAL
Regulatory Capital
The Corporation, BPPR and PB
are subject to regulatory capital
requirements established by the Federal Reserve Board.
The risk-
based
capital
standards
applicable
to
the
Corporation,
BPPR
and
PB
(“Basel
III
capital
rules”)
are
based
on
the
final
capital
framework for strengthening international capital standards, known
as Basel III, of the Basel Committee on Banking Supervision.
As
of September 30,
2024, the Corporation’s,
BPPR’s and PB’s
capital ratios continue
to exceed the
minimum requirements for being
“well-capitalized” under the Basel III capital rules.
The risk-based
capital ratios
presented in
Table
9,
which include
common equity
tier 1,
Tier
1 capital,
total capital
and leverage
capital as of September 30, 2024 and December
31, 2023.
Table 9 - Capital Adequacy
Data
(Dollars in thousands)
September 30, 2024
December 31, 2023
Common equity tier 1 capital:
Common stockholders equity - GAAP basis
$
5,768,371
$
5,124,810
CECL transitional amount
42,376
84,751
AOCI related adjustments due to opt-out election
1,445,226
1,831,003
Goodwill, net of associated deferred tax liability (DTL)
(661,318)
(666,538)
Intangible assets, net of associated DTLs
(7,531)
(9,764)
Deferred tax assets and other deductions
(291,963)
(310,947)
Common equity tier 1 capital
$
6,295,161
$
6,053,315
Additional tier 1 capital:
Preferred stock
22,143
22,143
Additional tier 1 capital
$
22,143
$
22,143
Tier 1 capital
$
6,317,304
$
6,075,458
Tier 2 capital:
Trust preferred securities subject to phase in as
tier 2
192,674
192,674
Other inclusions (deductions), net
481,462
465,833
Tier 2 capital
$
674,136
$
658,507
Total risk-based capital
$
6,991,440
$
6,733,965
Minimum total capital requirement to be well capitalized
$
3,833,094
$
3,714,633
Excess total capital over minimum well capitalized
$
3,158,346
$
3,019,332
Total risk-weighted
assets
$
38,330,941
$
37,146,330
Total assets for leverage
ratio
$
72,835,384
$
71,353,184
Risk-based capital ratios:
Common equity tier 1 capital
16.42
%
16.30
%
Tier 1 capital
16.48
16.36
Total capital
18.24
18.13
Tier 1 leverage
8.67
8.51
[1] The CECL transitional amount includes the impact
of Popular's adoption of the new CECL accounting standard
on January 1, 2020.
159
The Basel
III capital rules
provide that a
depository institution is
deemed to be
well capitalized if
it maintains a
leverage ratio of
at
least 5%,
a common equity
Tier 1
ratio of
at least 6.5%,
a Tier
1 capital ratio
of at least
8% and a
total risk-based
ratio of at
least
10%.
The
Corporation,
BPPR
and
PB
leverage
ratio,
common
equity
Tier
1
ratio
and
Tier
1
capital
ratio,
respectively
as
of
September 30, 2024, continue to exceed the minimum
requirements for being “well-capitalized” under
the Basel III capital rules.
Pursuant
to
the
adoption
of
the
CECL
accounting
standard
on
January
1,
2020,
the
Corporation
elected
to
use
the
five-year
transition
period option
as
provided in
the
final
interim
regulatory capital
rules effective
March 31,
2020.
The
five-year
transition
period provision delayed for two years the estimated impact of CECL on regulatory capital, followed by a three-year transition period
to phase
out the aggregate
amount of
the capital benefit
provided during the
initial two-year delay.
As of September
30, 2024, the
Corporation had phased-in 75% of
the cumulative CECL deferral with
the remaining impact to
be recognized over the
remainder of
the three-year transition period.
The
increase
in
the
common
equity
Tier
I
capital
ratio,
Tier
I
capital
ratio,
and
total
capital
ratio
as
of
September
30,
2024
as
compared to December 31, 2023 was mainly
due to the nine months period earnings,
partially offset by higher risk weighted
assets
driven by
the increase
in loans
held-in-portfolio. The
increase in
the leverage
capital ratio
was mainly
due to
the period
earnings,
partially offset by higher average assets.
Reconciliation to Tangible Common Equity and Tangible Assets
Table
10 provides
a reconciliation of
total stockholders’ equity
to tangible common
equity and total
assets to tangible
assets
as of
September 30, 2024, and December 31, 2023.
160
Table 10 - Reconciliation
of Tangible Common Equity
and Tangible Assets
(In thousands, except share or per share information)
September 30, 2024
December 31, 2023
Total stockholders’
equity
$
5,790,514
$
5,146,953
Less: Preferred stock
(22,143)
(22,143)
Less: Goodwill
(804,428)
(804,428)
Less: Other intangibles
(7,531)
(9,764)
Total tangible common
equity
$
4,956,412
$
4,310,618
Total assets
$
71,323,074
$
70,758,155
Less: Goodwill
(804,428)
(804,428)
Less: Other intangibles
(7,531)
(9,764)
Total tangible assets
$
70,511,115
$
69,943,963
Tangible common
equity to tangible assets
7.03
%
6.16
%
Common shares outstanding at end of period
71,787,349
72,153,621
Tangible book value
per common share
$
69.04
$
59.74
Quarterly average
Total stockholders’
equity [1]
$
6,460,517
$
6,072,871
Average unrealized (gains) losses on AFS securities
transferred to HTM
550,971
683,077
Adjusted total stockholder's equity
7,011,488
6,755,948
Less: Preferred Stock
(22,143)
(22,143)
Less: Goodwill
(804,427)
(804,427)
Less: Other intangibles
(7,995)
(10,286)
Total tangible common
equity
$
6,176,923
$
5,919,092
Return on average tangible common equity
9.98
%
6.32
%
161
RISK MANAGEMENT
Market / Interest Rate Risk
The financial results and capital levels of the
Corporation are constantly exposed to market, interest
rate and liquidity risks.
Market risk
refers to the
risk of a
reduction in the
Corporation’s capital due
to changes in
the market valuation
of its assets
and/or
liabilities.
Most of the assets
subject to market valuation risk
are debt securities classified as
available-for-sale. Refer to Notes 5
and 6 to the
Consolidated Financial
Statements for
further information
on the
debt
securities available-for-sale
and
held-to-maturity portfolios.
Debt
securities
classified
as
available-for-sale
and
held-for-sale
amounted
to
$17.2
billion
and
$7.9
billion,
respectively,
as
of
September
30,
2024.
Other
assets
subject
to
market
risk
include
loans
held-for-sale,
which
amounted
to
$6
million,
mortgage
servicing rights (“MSRs”) which amounted to $109
million, and securities classified as “trading”, which
amounted to $31 million, as of
September 30, 2024.
Interest Rate Risk (“IRR”)
The Corporation’s net interest income is subject
to various categories of interest rate risk,
including repricing, basis, yield curve and
option risks.
In managing
interest rate
risk, management may
alter the
mix of
floating and
fixed rate
assets and
liabilities, change
pricing
schedules,
adjust
maturities
through
sales
and
purchases
of
investment
securities,
and
enter
into
derivative
contracts,
among other alternatives.
Interest
rate
risk
management
is
an
active
process
that
encompasses
monitoring
loan
and
deposit
flows
complemented
by
investment and funding
activities. Effective management of
interest rate risk begins
with understanding the dynamic
characteristics
of assets and
liabilities and determining the
appropriate rate risk position
given line of
business forecasts, management objectives,
market expectations and policy constraints.
Management utilizes various tools to assess IRR, including Net Interest
Income (“NII”) simulation modeling, static gap analysis, and
Economic Value
of Equity
(“EVE”). The
three methodologies
complement each
other and
are used
jointly in
the evaluation
of the
Corporation’s IRR. NII
simulation modeling is
prepared for a
five-year period, which
in conjunction with
the EVE analysis,
provides
management a better view of long-term IRR.
Net interest
income simulation analysis
performed by legal
entity and on
a consolidated basis
is a
tool used
by the
Corporation in
estimating the
potential change
in net
interest income
resulting from
hypothetical changes
in interest
rates. Sensitivity
analysis is
calculated using a simulation model which incorporates
actual balance sheet figures detailed by maturity
and interest yields or costs.
Management assesses
interest rate
risk by
comparing various
NII simulations
under different
interest rate
scenarios that
differ in
direction of interest
rate changes, the
degree of change
and the projected
shape of the
yield curve. For
example, the types
of rate
scenarios processed during the
quarter include flat rates,
implied forwards, and parallel
and non-parallel rate shocks.
Management
also performs analyses to isolate and measure basis
and prepayment risk exposures.
The asset
and liability
management group
performs validation
procedures on
various assumptions
used as
part of
the simulation
analyses as well as validations
of results on a
monthly basis. In addition, the
model and processes used to
assess IRR are subject
to independent validations according to the guidelines
established in the Model Governance and
Validation policy.
The Corporation processes NII
simulations under interest rate
scenarios in which the
yield curve is assumed
to rise and
decline by
the same magnitude
(parallel shifts). The
rate scenarios considered in
these market risk
simulations include instantaneous parallel
changes of -100, -200,
+100, and +200 basis points
during the succeeding twelve-month period. Simulation analyses
are based on
many assumptions,
including that
the balance
sheet remains
flat, the
relative levels
of market
interest rates
across all
yield curve
points
and
indexes,
interest
rate
spreads,
loan
prepayments
and
deposit
elasticity.
Thus,
they
should
not
be
relied
upon
as
indicative of actual results. Further, the estimates do not
contemplate actions that management could take to respond to changes in
interest rates. Additionally, the Corporation is also subject to basis risk in the repricing of its assets and liabilities, including the basis
related to
using different
rate indexes
for the
repricing of
assets and
liabilities, as
well as
the effect
of pricing
lags which
may be
contractual
or
due to
historical differences
in the
timing
of
management responses
to
changes in
the rate
environment. By
their
nature, these forward-looking computations are only estimates and may be different from
what may actually occur in the future. The
following table
presents the
results of
the simulations
at September
30, 2024
and December
31, 2023,
assuming a
static balance
sheet and parallel changes over flat spot rates over
a one-year time horizon:
162
Table 11
- Net Interest Income Sensitivity (One Year
Projection)
September 30, 2024
December 31, 2023
(Dollars in thousands)
Amount Change
Percent Change
Amount Change
Percent Change
Change in interest rate
+200 basis points
37,814
1.60
20,822
0.92
+100 basis points
20,577
0.87
11,496
0.51
-100 basis points
10,734
0.46
19,589
0.87
-200 basis points
1,617
0.07
16,971
0.75
As
of
September
30,
2024,
NII
simulations
show
the
Corporation
maintains
an
asset
sensitive
position
that
is
slightly
more
pronounced in the rising rates scenarios and closer to neutral
in the declining scenarios as compared to the results as
of December
31,
2023.
The
primary
reasons
for
the
variation
in
sensitivity
are
changes
in
balance
sheet
composition
primarily
driven
by
an
increase in short-term U.S Treasury
Bills (“T-
Bills”) as well as
higher loan balances, partially offset
by an increase in market-linked
Puerto
Rico
public
sector
deposits
and
a
reduction
in
overnight
Fed
Funds.
These
results
suggest
that
fluctuations
in
the
Corporation’s net interest income sensitivity are primarily driven by changes in the composition of the investment portfolio as well as
the
level
of
loan
balances.
During
the
quarter
ended
on
September
30,
2024,
the
Corporation
began
to
reinvest
some
of
the
proceeds of the
maturing portfolio into U.S
Treasury Notes with
average maturities between 2
to 3 years.
Additionally, variations
in
liability
cost,
primarily
driven
by
Puerto
Rico
public
sector
deposits
that
represented
$18.7
billion
or
29%
of
deposits
as
of
September 30,
2024, as
well as
changes in
the composition
and mix
of deposits,
also
impact the
sensitivity profile.
In the
more
extreme declining rate scenarios, net interest income would be affected as the repricing of short-term assets and variable rate loans
slightly
exceeds
the
benefit
in
cost
reduction
of
these
deposits.
In
rising
rate
scenarios,
Popular’s
net
interest
income
is
also
impacted by its large proportion
of Puerto Rico public sector
deposit, however the repricing of assets
as they either reset
or mature
lead to an increase in net interest income.
The Corporation’s
loan and
investment portfolios
are subject
to
prepayment risk,
which results
from the
ability of
a third-party
to
repay debt
obligations prior
to maturity.
Prepayment risk
also could
have a
significant impact
on the
duration of
mortgage-backed
securities
and
collateralized
mortgage
obligations
since
prepayments
could
shorten
(or
lower
prepayments
could
extend)
the
weighted average life of these portfolios.
Trading
The Corporation
engages in
trading activities
in the
ordinary course
of business
at its
subsidiaries, BPPR
and Popular
Securities.
Popular Securities’
trading activities
consist primarily
of market-making
activities to
meet expected
customers’ needs
related to
its
retail brokerage business,
and purchases and sales of U.S. Government and
government sponsored securities with the objective of
realizing gains
from expected
short-term price
movements. BPPR’s
trading activities consist
primarily of
holding U.S.
Government
sponsored
mortgage-backed securities
classified
as
“trading” and
hedging
the
related
market
risk
with
“TBA”
(to-be-announced)
market
transactions.
The
objective
is
to
derive
spread
income
from
the
portfolio
and
not
to
benefit
from
short-term
market
movements. In
addition, BPPR
uses forward
contracts or
TBAs to
hedge its
securitization pipeline.
Risks related
to variations
in
interest rates
and market volatility
are hedged
with TBAs
that have
characteristics similar to
that of
the forecasted security
and its
conversion timeline.
At September 30, 2024, the Corporation held trading securities
with a fair value of $31 million, representing approximately 0.04%
of
the Corporation’s total assets, compared with $32 million and
0.05%, respectively, at December 31, 2023. As shown in Table 12, the
trading
portfolio
consists
principally
of
mortgage-backed
securities
and
U.S.
Treasuries,
which
at
September
30,
2024
were
investment grade securities.
163
Table 12 - Trading
Portfolio
September 30, 2024
December 31, 2023
(Dollars in thousands)
Amount
Weighted
Average Yield
[1]
Amount
Weighted
Average Yield
[1]
Mortgage-backed securities
$
22,807
5.65
%
$
14,373
5.69
%
U.S. Treasury securities
7,685
3.94
16,859
4.29
Collateralized mortgage obligations
132
5.13
98
5.21
Puerto Rico government obligations
58
0.58
71
0.91
Interest-only strips
154
12.00
167
12.00
Other (includes related trading derivatives)
7
6.00
-
-
Total
$
30,843
5.24
%
$
31,568
4.96
%
[1] Not on a taxable equivalent basis.
The Corporation’s trading activities are limited by internal policies.
For each of the three subsidiaries, the market risk
assumed under
trading
activities
is
measured
by
the
5-day
net
value-at-risk
(“VAR”),
with
a
confidence
level
of
99%.
The
VAR
measures
the
maximum estimated loss that may occur over a
5-day holding period, given a 99% probability.
The Corporation’s trading portfolio had a 5-day VAR of approximately $0.5 million for the last week in September 2024.
VAR models
include
assumptions and
estimates thus
actual
results could
differ
from
the
outputs from
these
models
and
assumptions. Back-
testing is performed on model
results to compare actual results
against maximum estimated losses, in order
to evaluate model and
assumptions accuracy.
In the opinion of management, the size and composition
of the trading portfolio does not represent
a significant source of market risk
for the Corporation.
Liquidity Sources and Risk
The
objective
of
effective
liquidity
management
is
to
ensure
that
the
Corporation
has
sufficient
liquidity
to
meet
all
its
financial
obligations, finance
expected future
growth,
fund
planned capital
distributions and
maintain a
reasonable safety
margin for
cash
needs under
both normal
and stressed market
conditions. The Board
of Directors
is responsible
for establishing the
Corporation’s
tolerance for liquidity risk,
including approving relevant risk limits and
policies. The Board of
Directors has delegated the monitoring
of these risks to the Board’s Risk Management Committee
and the Asset/Liability Management Committee.
An
institution’s liquidity
may be
pressured if,
for example,
it experiences
a sudden
and unexpected
substantial cash
outflow due
deposit
outflows,
whether due
to
a
loss
of confidence
by
depositors, or
other
reasons, including
exogenous events
such
as
the
COVID-19 pandemic,
a downgrading
of its
credit rating,
or some
other event
that causes
counterparties to
avoid exposure
to the
institution. Factors
that the
Corporation does
not control,
such
as the
economic outlook,
adverse ratings
of its
principal markets,
perceptions of the financial services industry and regulatory
changes, could also affect its ability to obtain
funding.
The Corporation
has adopted
policies and
limits to
monitor the
Corporation’s liquidity
position and
that of
its banking
subsidiaries.
Additionally,
contingency funding
plans are
used to
model various
stressful events
of different
magnitudes and
affecting different
time horizons
that assist
management in
evaluating the size
of the
liquidity buffers
needed if
those stress
events occur.
However,
such models
may not
predict accurately
how the
market and
customers might
react to
every event
and are
dependent on
many
assumptions.
Deposits, including
customer deposits,
brokered deposits
and public
funds deposits,
continue to
be the
most significant
source of
funds for
the Corporation,
funding 89%
of the
Corporation’s total
assets at
September 30,
2024 and
90% at
December 31,
2023.
The
ratio
of
total
ending
loans
to
deposits
was
57%
at
September
30,
2024
and
55%
at
December
31,
2023.
In
addition
to
traditional deposits, the Corporation maintains borrowing
arrangements, which amounted to approximately
$1.0 billion in outstanding
balances
at
September
30,
2024
(December
31,
2023
-
$1.1
billion).
A
detailed
description
of
the
Corporation’s
borrowings,
including their terms,
is included in
Note 15
to the
Consolidated Financial Statements.
Also, the
Consolidated Statements of
Cash
Flows in the accompanying Consolidated Financial
Statements provide information on the Corporation’s cash
inflows and outflows.
164
The importance of
the Puerto Rico
market for the
Corporation is an
additional risk factor
that could affect
its financing activities.
In
the case
of a
deterioration in
the outlook
and/or credit
ratings of
its principal
markets and/or
due to
regulatory changes
and fiscal
conditions in
Puerto Rico
that are
outside the
control of
the Corporation,
the credit
quality of
the Corporation
could be
adversely
affected and result in higher credit costs. These adverse
events could also affect the Corporation’s ability to obtain
funding.
To
plan for the possibility of
such a scenario, management adopted contingency
plans to address events that could
limit or partially
limit important
sources of
funds that
are usually
fully available
for use.
These plans
call for
using alternate
funding mechanisms,
such as the
pledging of certain
asset classes and accessing
secured credit lines
and loan facilities
put in place
with the FHLB
and
the
FRB. The
Corporation is
subject to
positive tangible
capital
requirements to
utilize secured
loan facilities
with the
FHLB that
could
result
in
a
limitation
of
borrowing
amounts
or
maturity
terms,
even
if
the
Corporation
exceeds
well-capitalized
regulatory
capital levels.
The credit
ratings of
Popular’s debt
obligations are
a relevant
factor for
liquidity because
they impact
the Corporation’s
ability to
borrow
in
the
capital
markets,
its
cost
and
access
to
funding
sources.
Credit
ratings
are
based
on
the
financial
strength,
credit
quality and
concentrations in
the loan
portfolio, the
level and
volatility of
earnings, capital
adequacy,
the quality
of management,
geographic concentration
in Puerto
Rico, the
liquidity of
the balance
sheet, the
availability of
a significant
base of
core retail
and
commercial deposits, and the Corporation’s ability to access
a broad array of wholesale funding sources,
among other factors.
Furthermore,
various
statutory
provisions
limit
the
amount
of
dividends
an
insured
depository
institution
may
pay
to
its
holding
company without
regulatory approval. A
member bank must
obtain the
approval of
the Federal
Reserve Board
for any
dividend, if
the total of all dividends declared by the member
bank during the calendar year would exceed
the combined net income for that year
and the retained net income for
the preceding two years, net of
those years’ dividend activity,
less any required transfers to surplus
or to a
fund for the
retirement of any
preferred stock. In
addition, a member
bank may not
declare or pay
a dividend in
an amount
greater
than
its
undivided
profits
as
reported
in
its
Report
of
Condition and
Income,
unless
the
member
bank
has
received
the
approval of
the Federal
Reserve Board. A
member bank also
may not permit
any portion of
its permanent capital
to be
withdrawn
unless the withdrawal has been approved by
the Federal Reserve Board. The ability of
a bank subsidiary to up-stream dividends to
its BHC
could thus
be impacted
by its
financial performance
and capital,
including tangible
and regulatory
capital, thus
potentially
limiting the
amount of
cash moving
up to
the BHCs
from
the banking
subsidiaries. This
could,
in turn,
affect
the BHCs
ability to
declare
dividends
on
its
outstanding
common
and
preferred
stock,
repurchase
its
securities
or
meet
its
debt
obligations,
for
example.
The
following
sections
provide
further
information
on
the
Corporation’s
major
funding
activities
and
needs,
as
well
as
the
risks
involved in these activities.
Banking Subsidiaries
Primary
sources of
funding
for the
Corporation’s
banking subsidiaries
(BPPR and
PB
or,
collectively,
“the banking
subsidiaries”)
include
retail,
commercial
and
public
sector
deposits,
brokered
deposits,
unpledged
investment
securities,
mortgage
loan
securitization and, to a lesser extent, loan sales.
Refer to Table 8 in this MD&A section for a breakdown of deposits by major types. Core deposits are generated
from a large base of
consumer, corporate and
public sector customers. Core deposits
include certificates of deposit
under $250,000, all interest-bearing
transactional deposit accounts,
non-interest bearing deposits,
and savings deposits.
Core deposits exclude
brokered deposits and
certificates
of
deposit
over
$250,000.
Core
deposits,
excluding
P.R.
public
funds
that
are
fully
collateralized,
have
historically
provided the Corporation
with a sizable source
of low-cost funds. P.R.
public funds, while
linked to market
interest rates, provide
a
stable source of funding
with attractive earnings spread. Core
deposits totaled $60.3 billion, or
95% of total deposits,
at September
30,
2024,
compared
with
$59.0
billion,
or
93%
of
total
deposits,
at
December
31,
2023.
Core
deposits
financed
89%
of
the
Corporation’s earning assets at September 30, 2024, compared
with 88% at December 31, 2023.
In addition, the Corporation maintains borrowing facilities with the FHLB and at the discount window of the Federal Reserve Bank of
New York (the “FRB”) and has a considerable amount of collateral pledged
that can be used to raise funds under these
facilities.
During the third quarter of 2024 the
Corporation had no material incremental use of its
available liquidity sources. At September 30,
2024, the Corporation’s available liquidity increased to
$ 20.5 billion from $19.5 billion
on December 31, 2023. The liquidity sources
of the Corporation at September 30, 2024 are
presented in Table 13 below:
165
Table 13 - Liquidity Sources
September 30, 2024
December 31, 2023
(In thousands)
BPPR
Popular U.S.
Total
BPPR
Popular U.S.
Total
Unpledged securities and unused funding
sources:
Money market (excess funds at the
Federal Reserve Bank)
$
4,731,444
$
1,791,310
$
6,522,754
$
5,516,636
$
1,475,143
$
6,991,779
Unpledged securities
3,522,169
659,633
4,181,802
4,212,480
347,791
4,560,271
FHLB borrowing capacity
2,648,539
1,322,807
3,971,346
2,157,685
1,341,329
3,499,014
Discount window of the Federal Reserve
Bank borrowing capacity
3,536,149
2,282,798
5,818,947
2,605,674
1,818,946
4,424,620
Total available liquidity
$
14,438,301
$
6,056,548
$
20,494,849
$
14,492,475
$
4,983,209
$
19,475,684
Refer
to
Note
15
to
the
Consolidated
Financial
Statements
for
additional
information
of
the
Corporation’s
borrowing
facilities
available through its banking subsidiaries.
The principal
uses of
funds for
the banking
subsidiaries include
loan originations,
investment portfolio
purchases, loan
purchases
and repurchases, repayment of outstanding obligations (including deposits), advances on certain serviced portfolios and operational
expenses. Also, the
banking subsidiaries assume liquidity
risk related to collateral
posting requirements for certain
activities mainly
in
connection
with
contractual
commitments,
recourse
provisions,
servicing
advances,
derivatives
and
credit
card
licensing
agreements.
The banking
subsidiaries maintain
sufficient funding
capacity to
address large
increases in
funding requirements
such as
deposit
outflows.
The
Corporation has
established
liquidity
guidelines
that
require
the
banking
subsidiaries
to
have
sufficient
liquidity
to
cover all short-term borrowings and a portion of deposits.
The Corporation’s ability to compete
successfully in the marketplace for
deposits, excluding brokered deposits, depends on various
factors, including pricing, service, convenience
and financial stability as
reflected by operating results and
financial condition, credit
ratings (by
nationally recognized credit
rating agencies), customer
confidence, and
importantly,
FDIC deposit
insurance coverage.
Deposits at all of the Corporation’s banking subsidiaries are federally insured
(subject to FDIC limits) and this is expected to mitigate
the potential effect of the aforementioned risks.
The distribution by maturity
of certificates of deposit
with denominations of $250,000
and over at September
30, 2024 is
presented
in the table that follows:
Table 14 - Distribution by
Maturity of Certificates of Deposit of $250,000 and Over
(In thousands)
3 months or less
$
2,175,549
Over 3 to 12 months
908,450
Over 1 year to 3 years
198,615
Over 3 years
178,525
Total
$
3,461,139
The Corporation had
$1.7 billion in
brokered deposits at September
30, 2024, which
financed approximately
2% of its
total assets
(December 31, 2023 -
$1.7 billion and 2%,
respectively).
In the event that
any of the Corporation’s
banking subsidiaries’ regulatory
capital
ratios fall
below those
required by
a
well-capitalized institution
or
are
subject
to
capital
restrictions by
the
regulators, the
Corporation would be
at risk that
such banking subsidiary
would not be
able to raise
or maintain brokered deposits
and could also
face limitations
on the
rate paid
on deposits,
which may
hinder the
Corporation’s ability
to effectively
compete in
its retail
markets
and could affect its deposit raising efforts.
Deposits from the public sector
represent an important source of
funds for the Corporation.
As of September 30,
2024, total Puerto
Rico
public sector
deposits were
$18.7 billion,
compared to
$18.1 billion
at December
31, 2023.
These deposits
require that
the
166
bank pledges
high credit quality securities as collateral;
therefore, liquidity risks arising from public sector deposit outflows are lower
given
that
the
bank
receives
its
collateral
in
return.
This,
now
unpledged,
collateral
can
either
be
financed
via
repurchase
agreements
or
sold
for
cash.
However,
timing
differences
between the
time
the
deposit
outflow and
when the
bank
receives
its
collateral may occur. Additionally,
the Corporation uses fixed-rate U.S. Treasury
debt securities as collateral that have limited
credit
risk,
but
are
nonetheless
subject
to
market
value
risk
based
on
changes
in
the
interest
rate
environment.
When
interest
rates
increase, the value of this collateral decreases and could result in the Corporation having to provide additional collateral to cover the
same
amount
of
deposit
liabilities.
This
additional
collateral
could
reduce
unpledged
securities
otherwise
available
as
liquidity
sources to the Corporation.
As of September 30, 2024, management believes that the banking subsidiaries had sufficient current and projected liquidity sources
to meet their anticipated cash flow
obligations, as well as special
needs and off-balance sheet commitments, in the
ordinary course
of business.
Management also believes that
as of September
30, 2024 its
banking subsidiaries have sufficient
liquidity current and
projected
resources to
address an
event
that
would stress
the
Corporation’s liquidity
position. Although
the
banking subsidiaries
have
historically
been
able
to
replace
maturing
deposits
and
advances,
no
assurance can
be
given
that
they
would
be
able
to
replace
those
funds
in
the
future
if
the
Corporation’s
financial
condition
or
general
market
conditions
were
to
deteriorate.
The
Corporation’s financial flexibility will be severely constrained if the banking
subsidiaries are unable to maintain access to funding or if
adequate financing is not
available to accommodate future financing
needs at acceptable interest
rates. The Corporation’s banking
subsidiaries have to
meet margin requirements
on repurchase agreements
and other collateralized
borrowing facilities that
include
certain required
levels of
cash deposits
and qualifying
securities. To
the extent
that the
value of
securities previously
pledged as
collateral declines below such required
amounts because of market changes, the
Corporation is required to deposit additional
cash
or securities
to meet
its margin
requirements, thereby
adversely affecting
its liquidity.
Finally,
to the
extent the
Corporation relies
more heavily on more
expensive funding sources in order
to meet its future
growth, revenues may not
increase in a manner
that is
proportionate to cover these costs. In this case, the Corporation’s
profitability would be adversely effected.
The Corporation
monitors uninsured
deposits under
applicable FDIC
regulations.
Additionally,
the Corporation
monitors accounts
with balances over $250,000.
While the Corporation has a
diverse deposit base from retail, commercial,
corporate and government
clients,
as
well
as
wholesale funding
sources such
as
brokered deposits,
it
considers
balance
in
excess
of
$250,000 to
have a
higher
potential
liquidity
risk.
Table
15
reflects
the
aggregate
balance
in
deposit
accounts
in
excess
of
$250,000,
including
collateralized public funds and deposits outside of the
U.S. and its territories.
Collateralized public funds, as presented in Table
15,
represent public
deposit balances
from governmental
entities in
the U.S.
and its
territories, including
Puerto Rico
and the
United
States Virgin Islands, collateralized based on such jurisdictions’
applicable collateral requirements.
On September
30, 2024,
deposits with
balances in
excess of
$250,000, excluding
foreign deposits
(mainly deposits
in the
British
Virgin Islands) intercompany deposits and collateralized public funds, were $9.8 billion or
19% at BPPR and $ 2.7 billion or
23% at
Popular U.S., compared to available liquidity sources
of $ 14.4 billion at BPPR and $ 6.1 billion
at Popular U.S.
The
aggregate
balance
in
deposit
accounts
under
$250,000
and
in
excess
of
$250,000,
including
intercompany
deposits.
collateralized public funds and deposits outside of the U.S. and its territories as of September 30, 2024 is presented in the table that
follows:
167
Table 15 - Deposits
30-Sep-24
Popular, Inc.
(Dollars in thousands)
BPPR
% of Total
Popular U.S.
% of Total
(Consolidated)
% of Total
Deposits:
Deposits balances under $250,000 [1]
$
23,277,654
44
%
$
8,154,480
68
%
$
31,432,134
49
%
Transactional deposits balances over
$250,000
7,777,195
15
%
2,092,906
18
%
9,870,101
16
%
Time deposits balances over $250,000
1,976,234
4
%
647,223
5
%
2,623,457
4
%
Uninsured foreign deposits
406,713
1
%
-
-
%
406,713
1
%
Collateralized public funds
19,025,936
36
%
310,160
3
%
19,336,096
30
%
Intercompany deposits
237,328
-
%
686,292
6
%
-
-
%
Total deposits
$
52,701,060
100
%
$
11,891,061
100
%
$
63,668,501
100
%
[1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
31-Dec-23
Popular, Inc.
(Dollars in thousands)
BPPR
% of Total
Popular U.S.
% of Total
(Consolidated)
% of Total
Deposits
Deposits balances under $250,000 [1]
$
23,683,475
45
%
$
7,760,363
69
%
$
31,443,838
49
%
Transactional deposits balances over
$250,000
8,632,491
16
%
2,230,978
20
%
10,863,469
17
%
Time deposits balances over $250,000
1,926,005
4
%
361,315
3
%
2,287,320
4
%
Uninsured foreign deposits
418,334
1
%
-
-
%
418,334
1
%
Collateralized public funds
18,313,612
34
%
291,670
3
%
18,605,282
29
%
Intercompany deposits
159,163
-
%
626,312
6
%
-
-
%
Total deposits
$
53,133,080
100
%
$
11,270,638
100
%
$
63,618,243
100
%
[1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
Bank Holding Companies
The principal
sources of
funding for
the BHCs,
which are
Popular,
Inc.
(holding company
only) and
PNA, include
cash on
hand,
investment
securities,
dividends
received from
banking
and
non-banking subsidiaries,
asset sales,
credit
facilities
available from
affiliate banking subsidiaries and proceeds from potential securities offerings.
Dividends from banking and non-banking subsidiaries
are subject to various regulatory limits
and authorization requirements that are further described
below and that may limit the
ability
of those subsidiaries to act as a source of
funding to the BHCs.
The
principal
uses
of
these
funds
include
the
repayment
of
debt,
and
interest
payments
to
holders
of
senior
debt
and
junior
subordinated
deferrable
interest
(related
to
trust
preferred
securities),
the
payment
of
dividends
to
common
stockholders,
repurchases of the Corporation’s securities and capitalizing its
banking subsidiaries.
On
July
24,
2024,
the
Corporation
announced
the
authorization
for
a
common
stock
repurchase
of
up
to
$500
million.
The
Corporation’s planned common stock repurchases may
be executed in open market
transactions, privately negotiated transactions,
block trades or any other manner determined
by the Corporation. The timing, quantity and price of
such repurchases will be subject
to
various factors,
including market
conditions, the
Corporation’s capital
position and
financial performance,
the capital
impact of
strategic initiatives and regulatory and tax considerations. The common stock repurchase program does not
require the Corporation
to acquire
a specific
dollar amount
or number
of shares
and may
be modified,
suspended or
terminated at
any time
without prior
notice. During
the quarter
ended September
30, 2024,
the Corporation
completed the
repurchase of
599,096 shares
of common
stock
for
$58.8 million
at
an average
price
of
$98.11
per share,
under the
previously announced
$500 million
share
repurchase
authorization.
The
outstanding
balance
of
notes
payable
at
the
BHCs
amounted
to
$593
million
at
September
30,
2024
and
$592
million
at
December 31, 2023.
168
The contractual maturities of the BHCs notes payable
at September 30, 2024 are presented in Table 16.
Table 16
- Distribution of BHC's Notes Payable by Contractual
Maturity
Year
(In thousands)
2028
$
394,915
Later years
198,366
Total
$
593,281
As of
September 30,
2024, the
BHCs had
cash and
money markets
investments totaling
$689 million
and borrowing
potential of
$165 million from its secured facility with BPPR.
The BHCs’
liquidity position continues to be adequate with sufficient cash
on hand,
investments and
other sources of
liquidity that are
expected to be
sufficient to
meet all
interest payments and
dividend obligations
for the foreseeable future.
Additionally, the Corporation’s
latest quarterly dividend was $0.62 per share
or approximately $45 million
per quarter.
The BHCs have in
the past borrowed in the
corporate debt market primarily to finance
their non-banking subsidiaries and refinance
debt obligations. The issuance of corporate debt as
a source of funding is likely more
costly due to the fact that
two out of the three
principal credit
rating agencies
rate the
Corporation below
“investment grade”,
which affects
the Corporation’s
cost
and ability
to
raise
funds
in
the
capital
markets.
Factors
that
the
Corporation
does
not
control,
such
as
the
economic
outlook,
interest
rate
volatility,
inflation, disruptions in
the debt market,
among others, could
also affect
its ability to
obtain funding. The
Corporation has
an
automatic
shelf
registration
statement
filed
and
effective
with
the
Securities
and
Exchange
Commission,
which
permits
the
Corporation to issue an unspecified amount of debt
or equity securities.
Non-Banking Subsidiaries
The
principal
sources
of
funding
for
the
non-banking
subsidiaries
include
internally
generated
cash
flows
from
operations,
loan
sales, repurchase agreements, capital
injections and borrowed funds
from their direct
parent companies or the
holding companies.
The principal uses of funds for the non-banking
subsidiaries include repayment of maturing debt,
operational expenses and payment
of dividends to the
BHCs. The liquidity needs
of the non-banking subsidiaries
are minimal since most
of them are
funded internally
from operating
cash flows
or from
intercompany borrowings or
capital contributions
from their
holding companies.
During the
nine
months
ended
September
30,
2024,
Popular,
Inc.
made
capital
contributions
of
$1.3
million
to
Popular
Impact
Fund,
its
wholly
owned subsidiary.
Dividends
During
the
nine
months
ended
September
30,
2024,
the
Corporation
declared
cash
dividends
of
$1.86
per
common
share
outstanding ($134.3 million in the aggregate). The dividends for the Corporation’s Series A preferred
stock amounted to $1.1 million.
On July 24, 2024, the corporation announced an increase in the Corporation’s quarterly common stock dividend from $0.62 to $0.70
per share, commencing with
the dividend payable in
the first quarter of
2025, subject to the
approval by the Corporation’s
Board of
Directors.
During the nine months
ended September 30, 2024, the
BHCs received dividends and
distributions amounting to $450 million
from
BPPR,
$50
million
from
PNA
and
$23
million
from
its
other
non-banking
subsidiaries. Dividends
from
BPPR
constitute
Popular,
Inc.’s primary
source of
liquidity.
In addition,
during the
nine months
ended September
30, 2024,
Popular International
Bank Inc.,
wholly
owned
subsidiary
of
Popular,
Inc.,
received
$19.4
million
in
cash
dividends
and
$2.9
million
in
stock
dividends
from
its
investment in BHD.
Other Funding Sources and Capital
In addition to cash reserves held at the FRB that totaled $ 6.5 billion
at September 30, 2024, the debt securities portfolio provides an
additional
source
of
liquidity,
which
may
be
realized
through
either
securities
sales,
collateralized
borrowings
or
repurchase
agreements.
The
Corporation’s
debt
securities
portfolio
consists
primarily
of
liquid
U.S.
government
debt
securities,
U.S.
government
sponsored
agency
debt
securities,
U.S.
government
sponsored
agency
mortgage-backed
securities,
and
U.S.
government
sponsored
agency
collateralized
mortgage
obligations
that
can
be
used
to
raise
funds
in
the
repo
markets.
The
availability
of
the
repurchase
agreement
would
be
subject
to
having
sufficient
unpledged
collateral
available
at
the
time
the
transactions
are
consummated,
in
addition
to
overall
liquidity
and
risk
appetite
of
the
various
counterparties.
The
Corporation’s
unpledged debt
securities amounted
to
$ 4.2
billion at
September 30,
2024 and
$4.6 billion
December 31,
2023 as
discussed in
169
Table
13. A substantial portion of these
debt securities could be used to raise
financing in the U.S. money markets
or from secured
lending sources,
subject to changes in their fair market value and customary adjustments
(haircuts).
Additional liquidity may
be provided through
loan maturities, prepayments
and sales. The
loan portfolio can
also be used
to obtain
funding in the capital
markets. Mortgage loans and some
types of consumer loans,
have secondary markets which the
Corporation
could use.
Off-Balance Sheet Arrangements and Other Commitments
In the ordinary course
of business, the Corporation
engages in financial transactions that
are not recorded on
the balance sheet or
may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a
provider of
financial services,
the Corporation
routinely enters
into commitments
with off-balance
sheet risk
to meet
the financial
needs of
its customers. These
commitments may include
loan commitments and
standby letters of
credit. These commitments
are
subject
to
the
same
credit
policies
and
approval
process
used
for
on-balance
sheet
instruments.
These
instruments
involve,
to
varying degrees, elements
of credit and
interest rate risk
in excess of
the amount recognized
in the statement
of financial position.
Refer to
Note 20
to the
Consolidated Financial
Statements for
information on
the Corporation’s
commitments to
extent credit
and
other non-credit commitments.
Other types
of off-balance
sheet arrangements
that the
Corporation enters
in the
ordinary course
of business
include derivatives,
operating
leases
and
provision
of
guarantees,
indemnifications,
and
representation
and
warranties.
Refer
to
Note
27
to
the
Consolidated
Financial
Statements
for
more
information
on
operating
leases
and
to
Note
19
to
the
Consolidated
Financial
Statements for
a detailed
discussion related
to the
Corporation’s guarantees,
indemnifications, and
representation and
warranties
arrangements.
The Corporation monitors its cash requirements, including
its contractual obligations and debt commitments.
FDIC Special Assessments
On
November
16,
2023,
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
approved
a
final
rule
that
imposes
a
special
assessment (the “FDIC
Special Assessment”) to recover
the losses to
the deposit insurance
fund resulting from
the FDIC’s use,
in
March
2023,
of
the
systemic
risk
exception. In
connection with
this assessment,
the
Corporation recorded
an
expense of
$71.4
million, $45.3 million net of tax,
in the fourth quarter of 2023,
representing the full amount of the
estimated assessment at that time.
The
special
assessment
amount
and
collection
period
may
change
as
the
estimated
loss
is
periodically
adjusted
or
if
the
total
amount collected varies. As
a result, the Corporation
recorded an additional expense
of $14.3 million, $9.1
million net of tax,
in the
first quarter of 2024, based on the updated
loss estimates.
Financial Information of Guarantor and Issuers of Registered
Guaranteed Securities
The Corporation (not
including any of
its subsidiaries, “PIHC”)
is the parent
holding company of
Popular North America
“PNA” and
has other subsidiaries through which it
conducts its financial services operations. PNA is
an operating, 100% subsidiary of Popular,
Inc.
Holding Company
(“PIHC”) and
is the
holding company
of its
wholly-owned subsidiaries:
Equity One,
Inc.
and PB,
including
PB’s wholly-owned subsidiaries Popular Equipment Finance,
LLC, Popular Insurance Agency, U.S.A., and E-LOAN, Inc.
PNA
has
issued
junior
subordinated
debentures
guaranteed
by
PIHC
(together
with
PNA,
the
“obligor
group”)
purchased
by
statutory trusts
established by
the Corporation.
These debentures
were purchased
by the
statutory trust
using the
proceeds from
trust preferred securities issued to the public (referred to as
“capital securities”), together with the proceeds of the related issuances
of common securities of the trusts.
PIHC
fully
and
unconditionally
guarantees
the
junior
subordinated
debentures
issued
by
PNA.
PIHC’s
obligation
to
make
a
guaranteed
payment may be satisfied by direct payment of the required
amounts to the holders of the applicable capital securities or
by causing the applicable trust to pay such amounts to such holders. Each guarantee does not apply to any payment of distributions
by
the
applicable
trust
except
to
the
extent
such
trust
has
funds
available
for
such
payments.
If
PIHC
does
not
make
interest
payments on the
debentures held by such
trust, such trust
will not pay
distributions on the applicable
capital securities and
will not
have
funds
available
for
such
payments.
PIHC’s
guarantee
of
PNA’s
junior
subordinated
debentures
is
unsecured
and
ranks
subordinate and junior in
right of payment to
all the PIHC’s other
liabilities in the same manner
as the applicable debentures as
set
170
forth in the applicable indentures; and equally with all other guarantees
that the PIHC issues. The guarantee constitutes a guarantee
of
payment
and
not
of
collection,
which means
that
the
guaranteed party
may
sue
the
guarantor to
enforce its
rights
under the
respective guarantee without suing any other person
or entity.
The
principal
sources
of
funding
for
PIHC
and
PNA
have
included
dividends
received
from
their
banking
and
non-banking
subsidiaries, asset sales and proceeds from the issuance
of debt and equity.
The
following
summarized
financial
information
presents
the
financial
position
of
the
obligor
group,
on
a
combined
basis
at
September 30, 2024
and December 31,
2023, and the
results of their
operations for the
nine-month periods ended September
30,
2024
and
September
30,
2023.
Investments in
and
equity
in
the
earnings
from
the
other
subsidiaries
and
affiliates
that
are
not
members of the obligor group have been excluded.
The
summarized
financial
information
of
the
obligor
group
in
the
following
tables
is
presented
on
a
combined
basis
with
intercompany balances
and transactions
between entities
in the
obligor group
eliminated. The
obligor group's
amounts due
from,
amounts due to and
transactions with subsidiaries and affiliates
have been presented in separate
line items, if they
are material. In
addition, related parties transactions are presented
separately.
171
Table 17 - Summarized Statement
of Condition
(In thousands)
September 30, 2024
December 31, 2023
Assets
Cash and money market investments
$
688,740
$
388,025
Investment securities
35,710
29,973
Accounts receivables from non-obligor subsidiaries
14,228
14,469
Other loans (net of allowance for credit losses of $9 (2023
- $51))
25,984
26,906
Investment in equity method investees
5,294
5,265
Other assets
63,807
51,315
Total assets
$
833,763
$
515,953
Liabilities and Stockholders' equity
Accounts payable to non-obligor subsidiaries
$
11,150
$
7,023
Notes payable
593,281
592,283
Other liabilities
114,309
114,660
Stockholders' equity (deficit)
115,023
(198,013)
Total liabilities and
stockholders' equity
$
833,763
$
515,953
Table 18 - Summarized Statement
of Operations
For the period ended
(In thousands)
September 30, 2024
September 30, 2023
Income:
Dividends from non-obligor subsidiaries
$
473,000
$
154,000
Interest income from non-obligor subsidiaries and affiliates
8,489
12,280
Earnings (losses) from investments in equity method investees
29
(82)
Other operating income
3,116
2,293
Total income
$
484,634
$
168,491
Expenses:
Services provided by non-obligor subsidiaries and affiliates
(net of
reimbursement by subsidiaries for services provided by parent
of
$172,449 (2023 - $161,333))
$
9,654
$
16,593
Other expenses
30,000
21,625
Income tax expense (benefit)
[1]
21,934
(919)
Total expenses
$
61,588
$
37,299
Net income
$
423,046
$
131,192
[1]
As
discussed
in
Note
2
to
the
Consolidated
Financial
Statements,
the
net
income
for
the
nine
months
ended
September
30,
2024,
included
$22.9
million
of
expenses,
of
which
$16.5
million
was
reflected
in
income
tax
expense
and
$6.4
million
was
reflected
in
other
operating
expenses,
related
to
an
out-of-period
adjustment
associated
with
the Corporation’s
U.S.
subsidiary’s
non-payment
of
taxes
on
certain intercompany distributions to the Bank Holding
Company (BHC) in Puerto Rico, a foreign corporation
for U.S. tax purposes.
In
addition to
the
dividend income
reflected
in the
Statement of
Operations table
above, during
the nine
months
ended
September 30, 2024, the obligor
group recorded a $67.4 million of
capital distributions from non-obligor subsidiaries which
were in an accumulated loss position and accordingly
were recorded as a reduction to the investments.
172
During the nine
months ended September
30, 2024, BPPR
declared cash dividends
of $450 million
to PIHC. As
of September 30,
2024, BPPR
can declare
a dividend
of approximately
$377 million
without prior
approval of
the Federal
Reserve Board
due to
its
retained
income,
declared
dividend
activity
and
transfers
to
statutory
reserves
over
the
measurement
period.
Pursuant
to
the
requirements listed above,
PB may not
declare or pay
a dividend without
the prior approval
of the Federal
Reserve Board and
the
New York State Department of Financial Services.
The Corporation’s banking subsidiaries have historically not
used unsecured capital market borrowings to finance
its operations, and
therefore are less sensitive to the level and
changes in the Corporation’s overall credit ratings.
Refer to the
Geographic and Government Risk section
of this MD&A for
some highlights on the
status of the Puerto
Rico economy
and the ongoing fiscal crisis.
Obligations Subject to Rating Triggers or Collateral Requirements
The
Corporation’s
banking
subsidiaries
currently
do
not
issue
unsecured
senior
debt,
as
these
banking
subsidiaries
are
funded
primarily with
deposits and secured
borrowings. The banking
subsidiaries had
$6.6 million in
deposits at
September 30, 2024
that
are subject to rating triggers.
In addition,
certain mortgage servicing
and custodial agreements
that BPPR
has with
third parties
include rating covenants.
In the
event of a credit rating downgrade, the third parties have the right to require the institution to engage a substitute cash custodian for
escrow deposits and/or increase collateral levels
securing the recourse obligations.
As discussed
in Note
19 to
the Consolidated Financial
Statements, the Corporation
services residential mortgage
loans subject
to
credit
recourse
provisions.
Certain
contractual
agreements
require
the
Corporation
to
post
collateral
to
secure
such
recourse
obligations if
the institution’s
required credit
ratings are
not maintained.
Collateral pledged
by the
Corporation to
secure recourse
obligations amounted
to approximately
$25.7 million
at September 30,
2024. The
Corporation could be
required to
post additional
collateral under the
agreements. Management expects that
it would be
able to meet
additional collateral requirements if
and when
needed. The requirements to post collateral under certain agreements or the loss of escrow deposits could reduce the Corporation’s
liquidity resources and impact its operating results.
Credit Risk
Geographic and Government Risk
The Corporation is exposed to geographic and government risk.
The Corporation’s assets and revenue composition by geographical
area and by business segment reporting are presented
in Note 32 to the Consolidated Financial Statements.
Commonwealth of Puerto Rico
A
significant portion
of
our financial
activities and
credit
exposure is
concentrated in
the
Commonwealth of
Puerto Rico
(“Puerto
Rico”), which has faced severe economic and fiscal
challenges in the past and may face additional
challenges in the future.
Economic Performance.
Puerto
Rico’s
economy suffered
a
severe and
prolonged recession
from
2007
to
2017,
with real
gross national
product (“GNP”)
contracting approximately 15%
during this period.
In 2017, Hurricane
María caused significant
damage and destruction
across the
island, resulting in further economic contraction. Puerto Rico’s
economy has been gradually recovering since 2018, in
part aided by
the large amount
of federal disaster
relief and recovery
assistance funds injected
into the Puerto
Rico economy in
connection with
Hurricane María
and other
recent natural
disasters. This
growth was
interrupted by
the economic
shock caused
by the
COVID-19
pandemic in 2020, but has since resumed, in part
aided by additional federal assistance from
pandemic-related stimulus measures.
The
latest
Puerto
Rico
Economic Activity
Index,
published
by
the
Economic
Development Bank
for
Puerto
Rico
(the
“Economic
Activity
Index”),
reflected
a
0.8%
year-over-year
decline
and
a
0.1%
month-over-month
decline
in
August
2024.
The
Economic
Activity Index
is a
coincident indicator
of
ongoing economic
activity but
not a
direct measurement
of
real GNP.
The Puerto
Rico
173
Planning Board estimates that Puerto Rico’s
real GNP grew 2.8% during fiscal
year 2024 (July 2023-June 2024) and
projects 1.4%
real GNP growth for fiscal year 2025
(July 2024-June 2025).
While the
Puerto Rico
economy has
not directly
tracked the
United States
economy in
recent years,
many of
the external
factors
that impact
the Puerto
Rico economy
are affected
by the
policies and performance
of the
United States
economy.
These external
factors include the level
of interest rates and
the rate of
inflation. In 2021 and
2022, inflation rose sharply
in both the
United States
and Puerto
Rico as
the economy
reopened following
the COVID-19
pandemic and
demand surged
beyond what
disrupted supply
chains could meet.
After peaking in
mid-2022, inflation rates
gradually decreased as the
Federal Reserve implemented
a series of
benchmark interest
rate increases.
By September
2024, inflation
had largely
stabilized, prompting
the Federal
Reserve to
reduce
interest rates for the first time
in four years. As of
September 2024, the United States Consumer Price Index
(published by the U.S.
Bureau
of
Labor Statistics)
reflects
a
year-over-year increase
of
2.4%. Meanwhile,
inflation
in
Puerto
Rico,
as
measured
by
the
Puerto Rico Consumer Price
Index (published by the
Department of Labor and
Human Resources of Puerto
Rico), increased 1.5%
during the 12 months ending in August 2024.
Fiscal Challenges.
As the
Puerto Rico
economy contracted, the
government’s public
debt rose
rapidly,
in part
from borrowing to
cover deficits
to pay
debt service,
pension benefits and
other government expenditures.
By 2016,
the Puerto
Rico government had
over $120
billion in
combined debt and unfunded pension liabilities, had
lost access to the capital markets, and was in
the midst of a fiscal crisis.
Puerto
Rico’s
escalating fiscal
and economic
challenges
and imminent
widespread defaults
in
its
public debt
prompted the
U.S.
Congress to
enact the
Puerto Rico
Oversight, Management,
and Economic
Stability Act
(“PROMESA”) in
June 2016.
PROMESA
created the “Oversight Board” with ample powers over Puerto Rico’s fiscal and economic affairs and those of its public corporations,
instrumentalities and municipalities (collectively,
“PR Government Entities”). Pursuant
to PROMESA, the
Oversight Board will be
in
place
until
market
access
is
restored
and
balanced
budgets
are
produced
for
at
least
four
consecutive
years.
PROMESA
also
established two
mechanisms for
the restructuring
of the
obligations of
PR Government
Entities: (a)
Title III,
which provides
an in-
court process that incorporates many of the
powers and provisions of the U.S. Bankruptcy Code
and permits adjustment of a broad
range of obligations, and
(b) Title VI,
which provides for a
largely out-of-court process through which
modifications to financial debt
can be accepted by a supermajority of creditors
and bind holdouts.
Since 2017, Puerto Rico and several
of its instrumentalities have availed themselves
of the debt restructuring mechanisms of Titles
III and VI of PROMESA. The Puerto Rico government emerged from Title III of PROMESA in March 2022. Several instrumentalities,
including
Government
Development
Bank
for
Puerto
Rico,
the
Puerto
Rico
Sales
Tax
Financing
Corporation,
the
Puerto
Rico
Highways
and
Transportation
Authority,
and
the
Puerto
Rico
Industrial
Development
Company,
have
also
completed
debt
restructurings
under
Titles
III
or
VI
of
PROMESA.
While
the
majority
of
the
debt
has
already
been
restructured,
some
PR
Government
Entities
still
face
significant
fiscal
challenges.
For
example,
the
Puerto
Rico
Electric
Power
Authority
is
still
in
the
process of restructuring its debts under Title III of PROMESA.
Municipalities.
Puerto Rico’s
fiscal and
economic challenges
have also
adversely impacted its
municipalities. Historically,
the central
government
provided
significant
annual
subsidies
to
municipalities
based
on
a
statutory
formula.
However,
as
part
of
the
fiscal
measures
required
by
the
Oversight
Board,
municipal
subsidies
have
decreased
significantly
over
several
years
and
are
now
approved
through specific, non-recurring
appropriations. This decrease
has been partially
offset by
substantial non-recurring federal
disaster
and
COVID-relief funding
received by
municipalities in
recent years.
The latest
Puerto Rico
fiscal plan
certified by
the Oversight
Board provides for
the implementation of
a restructured grant
and transfer system
through which the
Commonwealth would award
specific
service
grants to
municipalities to
augment
existing municipal
service
delivery,
while also
incentivizing performance
and
enhanced accountability through the monitoring of outcome
metrics.
Municipalities are subject to PROMESA, and the Oversight Board
has the authority to require them to submit fiscal plans and annual
budgets for
review and
approval. The
Oversight Board
has imposed
this requirement
for certain
municipalities. Municipalities
are
also
required
to
seek
Oversight
Board
approval
to
issue,
guarantee
or
modify
their
debts
and
to
enter
into
contracts
with
an
aggregate value of
$10 million or
more. With the
Oversight Board’s approval,
municipalities are also
eligible to avail
themselves of
the
debt
restructuring processes
provided
by
PROMESA. To
date,
however,
no municipality
has
been
subject to
any
such
debt
restructuring process.
174
Exposure of the Corporation
The credit
quality of BPPR’s
loan portfolio
reflects, among other
things, the
general economic conditions
in Puerto
Rico and
other
adverse conditions affecting Puerto
Rico consumers and businesses.
Deterioration in the Puerto
Rico economy has resulted
in the
past, and could
result in the future,
in higher delinquencies, greater
charge-offs and increased losses,
which could materially affect
our financial condition and results of operations.
At September
30, 2024,
the Corporation’s
direct exposure
to PR
Government Entities
totaled $336
million, of
which $336
million
were
outstanding,
compared
to
$362
million
at
December
31,
2023,
of
which
$333
million
were
outstanding.
A
deterioration
in
Puerto Rico’s fiscal
and economic situation could adversely
affect the value of
our Puerto Rico government
obligations, resulting in
losses to us. Of
the amount outstanding, $323 million
consists of loans and
$13 million are securities ($314
million and $19 million,
respectively, at December 31,
2023). Substantially all of the Corporation’s direct exposure outstanding at September 30,
2024 were
obligations from various
Puerto Rico municipalities.
In most
cases, these were
“general obligations” of
a municipality,
to which
the
applicable municipality
has
pledged its
good faith,
credit
and unlimited
taxing
power,
or “special
obligations” of
a municipality,
to
which
the
applicable
municipality
has
pledged
basic
property
tax
or
sales
tax
revenues.
At
September
30,
2024,
80%
of
the
Corporation’s exposure
to municipal loans
and securities was
concentrated in the
municipalities of San
Juan, Guaynabo,
Carolina
and Caguas.
In July 2024, the Corporation received scheduled principal payments amounting to $40 million from various obligations
from Puerto
Rico municipalities. For
additional discussion of
the Corporation’s
direct exposure to
the Puerto
Rico government and
its
instrumentalities
and
municipalities,
refer
to
Note
20
–
Commitments
and
Contingencies
to
the
Consolidated
Financial
Statements.
In
addition,
at
September
30,
2024,
the
Corporation
had
$225
million
in
loans
insured
or
securities
issued
by
Puerto
Rico
governmental entities,
but for
which the
principal source
of repayment
is non-governmental
($238 million at
December 31, 2023).
These
included
$179
million
in
residential mortgage
loans
insured by
the
Puerto
Rico
Housing
Finance Authority
(“HFA”),
a PR
Government
Entity
(December
31,
2023
-
$191
million).
These
mortgage
loans
are
secured
by
first
mortgages
on
Puerto
Rico
residential properties
and the
HFA insurance
covers losses
in the
event of
a borrower
default and
upon the
satisfaction of
certain
other
conditions.
The
Corporation also
had
at
September
30,
2024,
$38
million
in
bonds
issued
by
HFA
which
are
secured
by
second
mortgage loans
on Puerto
Rico
residential properties,
and for
which HFA
also provides
insurance to
cover losses
in the
event of a borrower default, and upon the satisfaction of
certain other conditions (December 31, 2023 - $40 million). In
the event that
the mortgage loans insured by HFA and held by the Corporation directly or those
serving as collateral for the HFA bonds default and
the collateral is insufficient to satisfy the outstanding balance of these loans, HFA’s
ability to honor its insurance will depend, among
other factors,
on the
financial condition
of HFA
at the
time such
obligations become
due and
payable. The
Corporation does
not
consider the government guarantee when estimating
the credit losses associated with this portfolio.
BPPR’s
commercial loan
portfolio also
includes loans
to
private borrowers
who
are service
providers, lessors,
suppliers or
have
other relationships with the government. These borrowers could be negatively
affected by a deterioration in the fiscal and
economic
situation
of
PR
Government
Entities.
Similarly,
BPPR’s
mortgage
and
consumer
loan
portfolios
include
loans
to
government
employees
and
retirees,
which
could
also
be
negatively
affected
by
fiscal
measures,
such
as
employee
layoffs
or
furloughs
or
reductions in pension benefits, if the fiscal and economic
situation deteriorates.
As
of
September
30,
2024,
BPPR
had
$18.7
billion
in
deposits
from
the
Puerto
Rico
government,
its
instrumentalities,
and
municipalities. The rate at
which public deposit balances may
decline is uncertain and
difficult to predict. The
amount and timing of
any such
reduction is
likely to
be impacted
by,
for example,
the speed
at which
federal assistance
is distributed
and the
financial
condition, liquidity
and cash
management practices of
such entities,
as well
as on
the ability
of BPPR
to maintain
these customer
relationships.
United States Virgin Islands
The
Corporation
has
operations
in
the
United
States
Virgin
Islands
(the
“USVI”)
and
has
credit
exposure
to
USVI
government
entities.
The USVI has
been experiencing a
number of fiscal
and economic challenges,
which could adversely
affect the
ability of its
public
corporations and instrumentalities to service their outstanding
debt obligations. PROMESA does not apply to the USVI
and, as such,
there
is
currently
no
federal
legislation
permitting
the
restructuring
of
the
debts
of
the
USVI
and
its
public
corporations
and
instrumentalities.
To
the extent that
the fiscal condition
of the USVI
continues to deteriorate, the
U.S. Congress or the
Government of the
USVI may
enact legislation allowing for the restructuring of the
financial obligations of USVI government entities or imposing a
stay on creditor
remedies, including by making PROMESA applicable
to the USVI.
175
At September 30,
2024, the Corporation
had approximately $28
million in direct
exposure to USVI
government entities (December
31, 2023 - $28 million).
British Virgin Islands
The
Corporation has
operations
in
the
British Virgin
Islands
(“BVI”),
which
was
negatively
affected by
the
COVID-19
pandemic,
particularly as
a reduction
in the
tourism activity
which accounts
for a
significant portion
of its
economy.
Although the
Corporation
has
no
significant
exposure
to
a
single
borrower
in
the
BVI,
at
September
30,
2024,
it
has
a
loan
portfolio
amounting
to
approximately
$200
million
comprised
of
various
retail
and
commercial
clients,
compared
to
a
loan
portfolio
of
$205
million
at
December 31, 2023.
U.S. Government
As further detailed in Notes
5 and 6 to the
Consolidated Financial Statements, a substantial portion of the
Corporation’s investment
securities
represented exposure
to
the
U.S.
Government in
the
form
of
U.S. Government
sponsored entities,
as
well
as
agency
mortgage-backed and U.S. Treasury securities. In
addition, $2.0 billion of residential mortgages and $88.4 million commercial
loans
were insured
or guaranteed
by the
U.S. Government
or its
agencies at
September 30,
2024 (compared
to $1.9
billion and
$89.2
million, respectively, at December 31, 2023).
Non-Performing Assets
Non-performing assets (“NPAs”)
include primarily past-due
loans that
are no
longer accruing interest,
renegotiated loans, and
real
estate property acquired through foreclosure. A summary, including certain credit
quality metrics, is presented in Table 19.
During the third
quarter of 2024,
the Corporation continued
to reflect stable
credit quality metrics
in the third
quarter of 2024
when
compared to
the previous
quarter.
While non-performing
loans (“NPLs”),
net charge
offs (“NCOs”)
and inflows
to NPLs
remained
below historical averages, consumer portfolios
reflected increased delinquencies and NCOs
for the quarter primarily
driven by auto
loans. The
mortgage and
commercial portfolios
continue to
operate with
low levels
of delinquencies
and NCOs.
The Corporation
continues to closely monitor changes in the macroeconomic
environment and borrower performance given higher interest rates and
inflationary pressures. Management believes that the improvements over recent years in risk management practices and the overall
risk profile of the Corporation’s loan portfolios position
Popular to continue to operate successfully under
the current environment.
Total
NPAs
as of
September 30,
2024 decreased
by $14
million when
compared with
December 31,
2023. Total
non-performing
loans held-in-portfolio
(“NPLs”) increased
by $4
million from
December 31,
2023. BPPR’s
NPLs decreased
by $40
million, across
most loan
categories, except
consumer NPLs
which reflected
an increase
of $4
million. The
increase in
the consumer
NPLs was
mostly driven by auto
loans. Popular U.S. NPLs increased
by $44 million, driven
by higher commercial and mortgage
NPLs by $27
million and $17 million, respectively, each impacted by single loans amounting
to $17 million.
On September
30, 2024,
the ratio
of NPLs
to total
loans held-in-portfolio
was 1.0%,
flat when
compared to
December 31,
2023.
Other real estate owned loans (“OREOs”) decreased by $17
million from December 31, 2023. The decrease in OREO
was driven by
the sale of
a commercial property in
BPPR, coupled with the
sale of residential properties.
On September 30, 2024,
NPLs secured
by real
estate amounted to
$202 million in
the Puerto Rico
operations and $67
million in Popular
U.S, compared with
$231 million
and $24 million, respectively, on December 31, 2023.
The Corporation’s
commercial loan
portfolio secured
by real
estate (“CRE”)
amounted to
$10.7 billion
on September
30, 2024,
of
which
$3.1
billion
was
secured
with
owner
occupied
properties,
compared
with
$10.6
billion
and
$3.1
billion,
respectively,
on
December 31,
2023. Office
space leasing exposure
in our
non-owner occupied CRE
portfolio is limited,
representing only 2.0%
or
$708 million of our total loan portfolio. The
exposure is mainly comprised of low- to mid- rise properties with an
average loan size of
$2.3 million and is well diversified across tenant
type.
CRE NPLs amounted to $67 million on September 30, 2024, compared with $48 million on December 31, 2023, driven by the single
$17
million
loan
mentioned
above.
The
CRE
NPL
ratios
for
the
BPPR
and
Popular
U.S.
segments
were
0.70%
and
0.57%,
respectively, on September 30, 2024, compared with 0.86% and 0.13%,
respectively, on December 31, 2023.
176
In
addition
to
the
NPLs
included
in
Table
19,
on
September
30,
2024,
there
were
$587
million
of
performing
loans,
mostly
commercial
loans,
which
in
management’s
opinion,
are
currently
subject
to
potential
future
classification
as
non-performing
(December 31, 2023 - $510 million).
For
the
quarter ended
September 30,
2024,
total
inflows
of
NPLs held-in-portfolio,
excluding consumer
loans,
increased by
$16
million, when compared to the inflows for the same period in 2023. Inflows of NPLs held-in-portfolio at the
BPPR segment remained
flat, compared
to the
same period
in 2023.
Inflows of
NPLs held-in-portfolio at
the Popular
U.S. segment increased
by $17 million
from the same period in 2023, mainly driven by higher
mortgage inflows by $16 million driven by abovementioned
$17 million loan.
177
Table 19 - Non-Performing
Assets
September 30, 2024
December 31, 2023
(Dollars in thousands)
BPPR
Popular
U.S.
Popular,
Inc.
As a % of
loans HIP
by
category
BPPR
Popular
U.S.
Popular,
Inc.
As a % of
loans HIP
by
category
Commercial
Commercial multi-family
$
87
$
8,700
$
8,787
0.4
%
$
1,991
$
-
$
1,991
0.1
%
Commercial real estate non-owner
occupied
7,493
2,282
9,775
0.2
8,745
1,117
9,862
0.2
Commercial real estate owner
occupied
26,600
22,248
48,848
1.6
29,430
6,274
35,704
1.2
Commercial and industrial
19,639
5,246
24,885
0.3
32,826
3,772
36,598
0.5
Total Commercial
53,819
38,476
92,295
0.5
72,992
11,163
84,155
0.5
Construction
-
-
-
-
6,378
-
6,378
0.7
Leasing
7,367
-
7,367
0.4
8,632
-
8,632
0.5
Mortgage
157,920
28,434
186,354
2.3
175,106
11,191
186,297
2.4
Consumer
-
3,834
3,834
5.5
-
3,733
3,733
5.7
20,992
1,837
22,829
1.2
19,031
2,805
21,836
1.1
47,828
-
47,828
1.3
45,615
-
45,615
1.2
889
2
891
0.5
964
1
965
0.6
Total Consumer
69,709
5,673
75,382
1.1
65,610
6,539
72,149
1.0
Total non-performing
loans held-in-
portfolio
288,815
72,583
361,398
1.0
%
328,718
28,893
357,611
1.0
%
Other real estate owned (“OREO”)
62,940
88
63,028
80,176
240
80,416
Total non-performing
assets
[1]
$
351,755
$
72,671
$
424,426
$
408,894
$
29,133
$
438,027
Accruing loans past due 90 days or
more
[2]
$
233,774
$
197
$
233,971
$
268,362
$
109
$
268,471
Ratios:
Non-performing assets to total assets
0.63
%
0.46
%
0.60
%
0.74
%
0.19
%
0.62
%
Non-performing loans held-in-portfolio
to loans held-in-portfolio
1.12
0.69
1.00
1.34
0.27
1.02
Allowance for credit losses to loans
held-in-portfolio
2.59
0.75
2.06
2.61
0.85
2.08
Allowance for credit losses to non-
performing loans, excluding held-for-
sale
230.66
107.66
205.96
194.65
309.70
203.95
[1] There were no non-performing loans held-for-sale
as of September 30, 2024 and December 31, 2023.
[2] It is the Corporation’s policy to report delinquent
residential mortgage loans insured by FHA or guaranteed
by the VA as accruing
loans past due 90
days or
more as
opposed to
non-performing
since the
principal repayment
is insured.
These balances
include $70
million of
residential
mortgage
loans insured
by FHA
or guaranteed
by the
VA
that are
no longer
accruing interest
as of
September 30,
2024 (December
31, 2023
- $106
million).
Furthermore,
the Corporation
has approximately
$32 million
in reverse
mortgage
loans which
are guaranteed
by
FHA, but
which are
currently
not
accruing
interest.
Due
to
the guaranteed
nature
of
the loans,
it is
the Corporation’s
policy
to
exclude
these
balances
from
non-performing
assets
(December 31, 2023 - $38 million).
178
Table 20 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
For the quarter ended September 30, 2024
For the nine months ended September 30, 2024
(Dollars in thousands)
BPPR
Popular U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
219,960
$
49,317
$
269,277
$
254,476
$
22,354
$
276,830
Plus:
New non-performing loans
36,585
22,968
59,553
111,128
84,248
195,376
Advances on existing non-performing loans
-
32
32
-
352
352
Less:
Non-performing loans transferred to OREO
(4,016)
-
(4,016)
(12,665)
(24)
(12,689)
Non-performing loans charged-off
(4,031)
(82)
(4,113)
(17,930)
(1,050)
(18,980)
Loans returned to accrual status / loan collections
(36,759)
(5,325)
(42,084)
(123,270)
(38,970)
(162,240)
Ending balance NPLs
$
211,739
$
66,910
$
278,649
$
211,739
$
66,910
$
278,649
Table 21 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
For the quarter ended September 30, 2023
For the nine months ended September 30, 2023
(Dollars in thousands)
BPPR
Popular U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
292,219
$
26,187
$
318,406
$
324,562
$
31,356
$
355,918
Plus:
New non-performing loans
37,393
5,827
43,220
128,011
23,446
151,457
Advances on existing non-performing loans
-
12
12
-
155
155
Less:
Non-performing loans transferred to OREO
(5,657)
-
(5,657)
(25,777)
(58)
(25,835)
Non-performing loans charged-off
(3,354)
(2,446)
(5,800)
(4,854)
(4,837)
(9,691)
Loans returned to accrual status / loan collections
(54,353)
(9,006)
(63,359)
(155,694)
(29,488)
(185,182)
Ending balance NPLs
$
266,248
$
20,574
$
286,822
$
266,248
$
20,574
$
286,822
Table 22 - Activity in Non
-Performing Commercial Loans Held-in-Portfolio
For the quarter ended September 30, 2024
For the nine months ended September 30, 2024
(Dollars in thousands)
BPPR
Popular U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
56,170
$
37,763
$
93,933
$
72,992
$
11,163
$
84,155
Plus:
New non-performing loans
4,460
2,582
7,042
12,834
39,561
52,395
Advances on existing non-performing loans
-
3
3
-
305
305
Less:
Non-performing loans transferred to OREO
-
-
-
(280)
-
(280)
Non-performing loans charged-off
(4,085)
(82)
(4,167)
(17,784)
(1,032)
(18,816)
Loans returned to accrual status / loan
collections
(2,726)
(1,790)
(4,516)
(13,943)
(11,521)
(25,464)
Ending balance NPLs
$
53,819
$
38,476
$
92,295
$
53,819
$
38,476
$
92,295
179
Table 23 - Activity in Non
-Performing Commercial Loans Held-in-Portfolio
For the quarter ended September 30, 2023
For the nine months ended September 30, 2023
(Dollars in thousands)
BPPR
Popular U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
88,716
$
11,610
$
100,326
$
82,171
$
10,868
$
93,039
Plus:
New non-performing loans
2,736
1,324
4,060
22,533
11,674
34,207
Advances on existing non-performing loans
-
7
7
-
35
35
Less:
Non-performing loans transferred to OREO
(138)
-
(138)
(446)
-
(446)
Non-performing loans charged-off
(969)
(2,446)
(3,415)
(2,237)
(4,837)
(7,074)
Loans returned to accrual status / loan collections
(18,118)
(1,901)
(20,019)
(29,794)
(9,146)
(38,940)
Ending balance NPLs
$
72,227
$
8,594
$
80,821
$
72,227
$
8,594
$
80,821
Table 24 - Activity in Non
-Performing Construction Loans Held-in-Portfolio
For the quarter ended September 30, 2024
For the nine months ended September 30, 2024
(Dollars in thousands)
BPPR
Popular U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
-
$
-
$
-
$
6,378
$
-
$
6,378
Less:
Loans returned to accrual status / loan collections
-
-
-
(6,378)
-
(6,378)
Ending balance NPLs
$
-
$
-
$
-
$
-
$
-
$
-
Table 25 - Activity in Non
-Performing Construction Loans Held-in-Portfolio
For the quarter ended September 30, 2023
For the nine months ended September 30, 2023
(Dollars in thousands)
BPPR
Popular U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
9,284
$
-
$
9,284
$
-
$
-
$
-
Plus:
New non-performing loans
-
-
-
9,284
-
9,284
Less:
Non-performing loans charged-off
(2,537)
-
(2,537)
(2,537)
-
(2,537)
Loans returned to accrual status / loan collections
(169)
-
(169)
(169)
-
(169)
Ending balance NPLs
$
6,578
$
-
$
6,578
$
6,578
$
-
$
6,578
180
Table 26 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
For the quarter ended September 30, 2024
For the nine months ended
September 30,
2024
(Dollars in thousands)
BPPR
Popular
U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
163,790
$
11,554
$
175,344
$
175,106
$
11,191
$
186,297
Plus:
New non-performing loans
32,125
20,386
52,511
98,294
44,687
142,981
Advances on existing non-performing loans
-
29
29
-
47
47
Less:
Non-performing loans transferred to OREO
(4,016)
-
(4,016)
(12,385)
(24)
(12,409)
Non-performing loans charged-off
54
-
54
(146)
(18)
(164)
Loans returned to accrual status / loan
collections
(34,033)
(3,535)
(37,568)
(102,949)
(27,449)
(130,398)
Ending balance NPLs
$
157,920
$
28,434
$
186,354
$
157,920
$
28,434
$
186,354
Table 27 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
For the quarter ended September 30, 2023
For the nine months ended September 30, 2023
(Dollars in thousands)
BPPR
Popular
U.S.
Popular, Inc.
BPPR
Popular U.S.
Popular, Inc.
Beginning balance
$
194,219
$
14,577
$
208,796
$
242,391
$
20,488
$
262,879
Plus:
New non-performing loans
34,657
4,503
39,160
96,194
11,772
107,966
Advances on existing non-performing loans
-
5
5
-
120
120
Less:
Non-performing loans transferred to OREO
(5,519)
-
(5,519)
(25,331)
(58)
(25,389)
Non-performing loans charged-off
152
-
152
(80)
-
(80)
Loans returned to accrual status / loan collections
(36,066)
(7,105)
(43,171)
(125,731)
(20,342)
(146,073)
Ending balance NPLs
$
187,443
$
11,980
$
199,423
$
187,443
$
11,980
$
199,423
181
Loan Delinquencies
Another key measure used to evaluate and
monitor the Corporation’s asset quality is loan
delinquencies. Loans delinquent 30 days
or more, as a percentage of their related portfolio
category on September 30, 2024 and December 31,
2023, are presented below.
Table 28 - Loan Delinquencies
(Dollars in thousands)
September 30, 2024
December 31, 2023
Loans delinquent
30 days or more
Total loans
Total delinquencies
as a percentage
Loans delinquent
30 days or more
Total loans
Total delinquencies
as a percentage
Commercial
Commercial multi-family
$
11,713
$
2,405,302
0.49
%
$
13,657
$
2,415,620
0.57
%
Commercial real estate
non-owner occupied
23,462
5,185,381
0.45
17,051
5,087,421
0.34
Commercial real estate
owner occupied
54,148
3,092,393
1.75
69,239
3,080,635
2.25
Commercial and industrial
68,820
7,400,553
0.93
58,953
7,126,121
0.83
Total Commercial
158,143
18,083,629
0.87
158,900
17,709,797
0.90
Construction
34,349
1,113,307
3.09
6,378
959,280
0.66
Leasing
31,868
1,887,052
1.69
35,491
1,731,809
2.05
Mortgage
[1]
761,771
7,993,348
9.53
859,537
7,695,917
11.17
Consumer
Credit cards
54,839
1,186,893
4.62
46,436
1,135,747
4.09
Home equity lines of credit
4,892
69,691
7.02
5,465
65,953
8.29
Personal
61,434
1,873,175
3.28
59,682
1,945,247
3.07
Auto
178,281
3,818,607
4.67
173,119
3,660,780
4.73
Other
2,935
169,265
1.73
3,063
160,441
1.91
Total Consumer
302,381
7,117,631
4.25
287,765
6,968,168
4.13
Loans held-for-sale
-
5,509
-
-
4,301
-
Total
$
1,288,512
$
36,200,476
3.56
%
$
1,348,071
$
35,069,272
3.84
%
[1]
Loans delinquent 30 days or more includes $0.4 billion
of residential mortgage loans insured by FHA or guaranteed
by the VA as of September
30, 2024 (December 31, 2023 - $0.5 billion). Refer to Note
7 to the Consolidated Financial Statements for additional information
of guaranteed loans.
Allowance for Credit Losses Loans Held-in-Portfolio
The ACL,
represents management’s
estimate of
expected credit
losses through
the remaining
contractual life
of the
different loan
segments, impacted by expected prepayments. The ACL
is maintained at a sufficient
level to provide for estimated credit
losses on
collateral dependent loans as well as loans modified
for borrowers with financial difficulties separately from the remainder
of the loan
portfolio. The Corporation’s
management evaluates the adequacy
of the ACL
on a quarterly
basis. In this
evaluation, management
considers current
conditions, macroeconomic
economic expectations through
a reasonable
and supportable
period, historical
loss
experience,
portfolio composition
by
loan
type
and
risk
characteristics,
results
of
periodic credit
reviews
of
individual loans,
and
regulatory requirements, amongst other factors.
The Corporation must rely on
estimates and exercise judgment regarding matters where
the ultimate outcome is unknown, such
as
economic developments affecting specific
customers, industries, or markets.
Other factors that can
affect management’s estimates
are
recalibration
of
statistical
models
used
to
calculate
lifetime
expected
losses,
changes
in
underwriting
standards,
financial
accounting standards and loan impairment measurements,
among others. Changes in the financial condition
of individual borrowers,
in economic
conditions, and
in the
condition of
the various
markets in
which collateral
may be
sold, may
also affect
the required
level of
the allowance
for credit
losses. Consequently,
the business
financial condition,
liquidity,
capital, and
results of
operations
could also be affected.
182
On September 30, 2024,
the ACL increased by
$15 million from December
31, 2023 to $744
million. The ACL for
BPPR increased
by
$26
million,
driven
by
an
increase
of
$16
million
in
reserves
for
commercial
loans
and
a
combined
$12
million
increase
in
reserves for
the consumer
and lease
portfolios. These
increases were
mainly
due to
a combination
of
growth in
the commercial
portfolio and changes in credit quality trends for the auto and credit cards portfolios. In PB, the ACL decreased by $11
million, when
compared
to
December
31,
2023,
mainly
driven
by
lower
reserves
for
the
commercial
and
construction
portfolios
due
to
improvements
in
credit
quality
and
lower
balances.
The
Corporation’s
ratio
of
the
allowance
for
credit
losses
to
loans
held-in-
portfolio was 2.06% on September 30, 2024, compared to
2.08% on December 31, 2023. The ratio of the
allowance for credit losses
to NPLs held-in-portfolio stood at 206.0%, compared
to 204.0% on December 31, 2023.
Given that any one
economic outlook is inherently uncertain, the
Corporation leverages multiple scenarios to estimate
its ACL. The
baseline scenario continues to be assigned the highest probability,
followed by the pessimistic scenario. The weight assigned to the
pessimistic
scenario
decreased
during
the
first
quarter
of
2024
in
response
to
the
positive
momentum
in
the
economy
as
expectations for
the Federal
Reserve achieving
a soft
landing have
improved. The
Corporation evaluates,
at least
on an
annual
basis, the assumptions tied to the CECL accounting framework. These include
the reasonable and supportable period as well as the
reversion window.
The provision
for credit
losses related
to the
loans held-in-portfolio
for the
quarter ended
September 30,
2024, was
$72.8
million,
compared to $43.5
million for the
quarter ended September
30, 2023, largely
driven by higher
NCOs due to
credit quality changes
and commercial loan growth. The provision
expense related to the loans-held-in-portfolio for the
nine months ended September 30,
2024
was
$189.3 million,
compared to
the
provision expense
of
$126.3 million
for
the
nine months
ended September
30, 2023.
Refer to Note 8 to the Consolidated Financial Statements, and to the Provision for Credit Losses section of this MD&A for additional
information.
183
Table 29 - Allowance for Credit
Losses - Loan Portfolios
September 30, 2024
(Dollars in thousands)
Total ACL
Total loans held-
in-portfolio
ACL to loans held-
in-portfolio
Total non-
performing loans
held-in-portfolio
ACL to non-
performing loans
held-in-portfolio
Commercial
$
9,642
$
2,405,302
0.40
%
$
8,787
109.73
%
67,630
5,185,381
1.30
%
9,775
691.87
%
52,915
3,092,393
1.71
%
48,848
108.33
%
136,361
7,400,553
1.84
%
24,885
547.96
%
Total Commercial
$
266,548
$
18,083,629
1.47
%
$
92,295
288.80
%
Construction
13,214
1,113,307
1.19
%
-
N.M.
Leasing
15,854
1,887,052
0.84
%
7,367
215.20
%
Mortgage
81,650
7,993,348
1.02
%
186,354
43.81
%
Consumer
92,694
1,186,893
7.81
%
-
N.M.
1,854
69,691
2.66
%
3,834
48.36
%
104,542
1,873,175
5.58
%
22,829
457.94
%
161,313
3,818,607
4.22
%
47,828
337.28
%
6,651
169,265
3.93
%
891
746.46
%
Total Consumer
$
367,054
$
7,117,631
5.16
%
$
75,382
486.93
%
Total
$
744,320
$
36,194,967
2.06
%
$
361,398
205.96
%
N.M. - Not meaningful.
Table 30 - Allowance for Credit
Losses - Loan Portfolios
December 31, 2023
(Dollars in thousands)
Total ACL
Total loans held-
in-portfolio
ACL to loans held-
in-portfolio
Total non-
performing loans
held-in-portfolio
ACL to non-
performing loans
held-in-portfolio
Commercial
$
13,740
$
2,415,620
0.57
%
$
1,991
690.11
%
65,453
5,087,421
1.29
%
9,862
663.69
%
56,864
3,080,635
1.85
%
35,704
159.27
%
122,356
7,126,121
1.72
%
36,598
334.32
%
Total Commercial
$
258,413
$
17,709,797
1.46
%
$
84,155
307.07
%
Construction
12,686
959,280
1.32
%
6,378
198.90
%
Leasing
9,708
1,731,809
0.56
%
8,632
112.47
%
Mortgage
83,214
7,695,917
1.08
%
186,297
44.67
%
Consumer
80,487
1,135,747
7.09
%
-
N.M.
1,978
65,953
3.00
%
3,733
52.99
%
117,790
1,945,247
6.06
%
21,836
539.43
%
157,931
3,660,780
4.31
%
45,615
346.23
%
7,134
160,441
4.45
%
965
739.27
%
Total Consumer
$
365,320
$
6,968,168
5.24
%
$
72,149
506.34
%
Total
$
729,341
$
35,064,971
2.08
%
$
357,611
203.95
%
N.M. - Not meaningful.
184
Annualized net charge-offs (recoveries)
The following
tables present
annualized net charge-offs
(recoveries) to average
loans held-in-portfolio (“HIP”)
by loan
category for
the quarters and nine months ended September 30, 2024
and 2023.
Table 31 - Annualized Net Charge
-offs (Recoveries) to Average Loans
Held-in-Portfolio
Quarters ended
September 30, 2024
September 30, 2023
BPPR
Popular U.S.
Popular Inc.
BPPR
Popular U.S.
Popular Inc.
Commercial
0.13
%
0.02
%
0.08
%
(0.48)
%
0.10
%
(0.21)
%
Construction
(2.33)
―
(0.37)
6.11
―
1.21
Mortgage
(0.24)
(0.01)
(0.20)
(0.25)
(0.02)
(0.21)
Leasing
0.49
―
0.49
0.35
―
0.35
Consumer
3.14
7.17
3.26
2.20
7.42
2.41
Total annualized
net charge-offs
(recoveries) to average loans held-in-
portfolio
0.86
%
0.15
%
0.65
%
0.44
%
0.28
%
0.39
%
Nine months ended
September 30, 2024
September 30, 2023
BPPR
Popular U.S.
Popular Inc.
BPPR
Popular U.S.
Popular Inc.
Commercial
0.21
%
0.03
%
0.13
%
(0.20)
%
0.03
%
(0.10)
%
Construction
(0.82)
(0.01)
(0.14)
2.14
―
0.45
Mortgage
(0.25)
(0.01)
(0.21)
(0.24)
(0.02)
(0.20)
Leasing
0.64
―
0.64
0.28
―
0.28
Consumer
2.93
7.43
3.07
1.96
5.65
2.12
Total annualized
net charge-offs
(recoveries) to average loans held-in-
portfolio
0.86
%
0.18
%
0.66
%
0.44
%
0.19
%
0.36
%
NCOs for the quarter ended September 30, 2024,
amounted to $58.5 million, increasing by $25.9
million when compared to the
same period in 2023. The BPPR segment increased by
$29.0 million mainly driven by higher consumer
and commercial NCOs by
$18.2 million and $13.7 million, respectively. The consumer NCOs continue
to gradually increase mainly due to credit quality
changes. The PB segment NCOs decreased by $3.1
million, mainly driven by lower commercial and
consumer NCOs.
NCOs for the nine months ended September 30,
2024, amounted to $174.4 million, increasing
by $84.9 million when compared to
the same period in 2023. The BPPR segment increased
by $84.7 million mainly driven by higher
consumer and commercial NCOs
by $55.9 million and $28.1 million, respectively. The consumer NCOs increase
was mainly due to credit quality changes,
as
mentioned above. The PB segment NCOs remained
flat.
Loan Modifications
For the quarter
ended September 30, 2024,
modified loans to
borrowers with financial difficulty
amounted to $146
million, of which
$138
million
were in
accruing status.
The BPPR
segment’s modifications
to
borrowers with
financial
difficulty
amounted to
$135
million, mainly comprised
of commercial and
mortgage loans of
$113 million
and $17 million,
respectively. A
total of
$11
million of
the mortgage modifications
were related to
government guaranteed loans.
The Popular U.S.
segment’s modifications to
borrowers
with financial difficulty amounted to $11 million, mostly comprised of commercial loans.
Refer
to
Note
8
to
the
Consolidated
Financial
Statements
for
additional
information
on
modifications
made
to
borrowers
experiencing financial difficulties.
185
ADOPTION OF NEW ACCOUNTING STANDARDS AND ISSUED BUT NOT
YET EFFECTIVE ACCOUNTING STANDARDS
Refer to Note 3, “New Accounting Pronouncements”
to the Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Quantitative and qualitative disclosures for the current
period can be found in the Market Risk
section of this report, which includes
changes in market risk exposures from disclosures presented
in the 2023 Form 10-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Corporation’s management,
with the
participation of the
Corporation’s Chief Executive
Officer and Chief
Financial Officer,
has
evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based
on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that,
as of the end of such
period, the Corporation’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a
timely basis,
information required to
be disclosed
by the
Corporation in
the reports
that it
files or
submits under
the Exchange Act
and
such
information
is
accumulated
and
communicated
to
management,
as
appropriate,
to
allow
timely
decisions
regarding
required disclosures.
Internal Control Over Financial Reporting
There have been no changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024 that have materially affected, or
are reasonably likely to materially affect, the Corporation’s internal
control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
For a discussion of Legal Proceedings, see Note 20
to the Consolidated Financial Statements.
Item 1A. Risk Factors
In addition to the other information set forth in
this report, you should carefully consider the risk
factors discussed under “Part I - Item
1A - Risk Factors” in our 2023 Form
10-K. These factors could materially adversely affect our business, financial condition, liquidity,
results of
operations and
capital position,
and could
cause our
actual results
to
differ
materially from
our historical
results or
the
results contemplated
by the
forward-looking statements
contained in
this report.
Also refer
to the
discussion in
“Part I
- Item
2 –
Management’s Discussion
and Analysis
of Financial
Condition and
Results of
Operations” in
this report
for additional
information
that may supplement or update the discussion
of risk factors below and in our 2023 Form 10-K.
There have been no material changes to the risk
factors previously disclosed under Item 1A of the
Corporation’s 2023 Form 10-K.
The risks described
in our 2023 Form
10-K and in
this report are not
the only risks
facing us. Additional risks
and uncertainties not
currently
known
to
us
or
that
we
currently
deem
to
be
immaterial
also
may
materially
adversely
affect
our
business,
financial
condition, liquidity, results of operations and capital position.
Item 2.
Unregistered Sales of Equity Securities and
Use of Proceeds
186
The Corporation did not have any unregistered
sales of equity securities during the quarter ended September
30, 2024.
Issuer Purchases of Equity Securities
The following table
sets forth the
details of
purchases of common
stock by
the Corporation and
its affiliated
purchasers during the
quarter ended September 30, 2024:
Issuer Purchases of Equity Securities
Not in thousands
Period
Total Number of
Shares Purchased [1]
Average Price Paid per
Share
Total Number of
Shares
Purchased as Part of Publicly
Announced Plans or Programs [2]
Approximate Dollar Value of
Shares that May Yet be
Purchased Under the Plans or
Programs [2]
July 1 - July 31
2,668
$
87.72
-
$500,000,000
August 1 - August 31
303,638
97.14
303,202
470,550,231
September 1 - September 30
296,145
99.11
295,894
441,224,007
Total
602,451
$
98.06
599,096
$441,224,007
[1] Includes
2,668,
436
and 251
shares
of
the Corporation’s
common
stock
acquired
by the
Corporation
during
July,
August
and
September
2024,
respectively,
in connection
with the
satisfaction of
tax withholding
obligations on
vested awards
of restricted
stock or
restricted stock
units granted
to
directors and certain
employees under
the Corporation’s
Omnibus Incentive
Plan. The acquired
shares of common
stock were added
back to treasury
stock.
[2] As part of its capital
plan, in July 2024,
the Corporation announced plans
to repurchase up to
$500 million in common
stock and repurchases
began
in August
2024.
As of
September
30, 2024,
the Corporation
completed the
repurchase of
599,096 shares
of common
stock for
$58.8
million
at an
average price of $98.11 per share,
under the previously announced share repurchase authorization.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans or Other Preplanned Trading Arrangements
Certain of our
officers or directors have
made, and may from
time to time make,
elections to participate in,
and are
,
our dividend reinvestment and purchase plan, the
Company stock fund associated with our 401(k)
plans and/or the Company stock
fund associated with
our non-qualified deferred compensation
plans and have shares
withheld to cover
withholding taxes upon the
vesting of
equity awards, which
may be
designed to satisfy
the affirmative defense
conditions of Rule
10b5-1 under the
Exchange
Act or may constitute non-Rule 10b5–1
187
Item 6.
Exhibits
Exhibit Index
Exhibit No
Exhibit Description
22.1
31.1
31.2
32.1
32.2
101. INS
XBRL Instance Document – the instance document
does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline Document.
101.SCH
Inline Taxonomy Extension Schema Document
(1)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
(1)
101.DEF
Inline XBRL Taxonomy Extension Definitions Linkbase Document
(1)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
(1)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
(1)
104
The cover page of Popular, Inc. Quarterly Report on Form 10-Q for the
quarter ended September 30,
2024, formatted in Inline XBRL (included within the Exhibit
101 attachments)
(1)
(1)
Popular, Inc. has not filed as exhibits certain instruments defining
the rights of holders of debt of Popular, Inc. not
exceeding 10% of the total assets of Popular, Inc. and its consolidated
subsidiaries. Popular, Inc. hereby agrees to
furnish upon request to the Commission a copy of
each instrument defining the rights of holders
of senior and
subordinated debt of Popular, Inc., or of any of its consolidated
subsidiaries.
188
SIGNATURES
Pursuant to the
requirements of the Securities Exchange
Act of 1934, the
registrant has duly caused this
report to be signed
on its
behalf by the undersigned thereunto duly authorized.
POPULAR, INC.
(Registrant)
Date: November 12, 2024
By: /s/ Jorge J. García
Jorge J. García
Executive Vice President &
Chief Financial Officer
Date: November 12, 2024
By: /s/ Denissa M. Rodríguez
Denissa M. Rodríguez
Senior Vice President & Corporate Comptroller
TABLE OF CONTENTS
Part I Financial InformationprintItem 1. Financial StatementsprintItem 2. Management S Discussion and Analysis Of Financial Condition andprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 3. Defaults Upon Senior SecuritiesprintItem 4. Mine Safety DisclosuresprintItem 5. Other InformationprintItem 6. ExhibitsprintItem 1A Of Our Quarterly Reports on Form 10-q For A Discussion Of Such Factors and Certain Risks and Uncertainties To Which TheprintNote 1 Nature Of OperationsprintNote 2 Basis Of PresentationprintNote 3 - New Accounting PronouncementsprintNote 4 - Restrictions on Cash and Due From Banks and Certain SecuritiesprintNote 5 Debt Securities Available-for-saleprintNote 6 Debt Securities Held-to-maturityprintNote 7 LoansprintNote 8 Allowance For Credit Losses Loans Held-in-portfolioprintNote 9 Mortgage Banking ActivitiesprintNote 10 Transfers Of Financial Assets and Mortgage Servicing AssetsprintNote 11 Other Real Estate OwnedprintNote 12 Other AssetsprintNote 13 Goodwill and Other Intangible AssetsprintNote 14 Deposits Total Deposits As Of The End Of The Periods Presented Consisted Of:printNote 14 DepositsprintNote 15 BorrowingsprintNote 16 Other LiabilitiesprintNote 17 Stockholders EquityprintNote 18 Other Comprehensive Income (loss)printNote 19 GuaranteesprintNote 20 Commitments and ContingenciesprintNote 21 Non-consolidated Variable Interest EntitiesprintNote 22 Related Party TransactionsprintNote 23 Fair Value MeasurementprintNote 24 Fair Value Of Financial InstrumentsprintNote 25 Net Income Per Common ShareprintNote 26 Revenue From Contracts with CustomersprintNote 27 LeasesprintNote 28 Pension and Postretirement BenefitsprintNote 29 - Stock-based CompensationprintNote 30 Income TaxesprintNote 31 Supplemental Disclosure on The Consolidated Statements Of Cash FlowsprintNote 32 Segment ReportingprintItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintPart II - Other Informationprint