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

 
FORM 10 - Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2007
 
Commission File Number 000-50872
 
EUROBANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
 
Commonwealth of Puerto Rico
 
 
66-0608955
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
 
270 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918
(Address of principal executive offices, including zip code)
 
(787) 751-7340
(Registrant’s telephone number, including area code)
 
 
 
Indicate by check mark whether the registrant: (i) 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 (ii) has been subject to such filing requirements for the past 90 days.

Yes x
No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes o
No x
 
The number of shares outstanding of the issuer’s Common Stock as of November 9, 2007, was 19,093,315 shares.
 

EUROBANCSHARES, INC.
 
INDEX

 
PAGE
   
PART I - FINANCIAL INFORMATION
1
ITEM 1. FINANCIAL STATEMENTS
1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
48
ITEM 4. CONTROLS AND PROCEDURES
48
   
PART II - OTHER INFORMATION
48
ITEM 1. LEGAL PROCEEDINGS
48
ITEM 1A. RISK FACTORS
48
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
48
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
48
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
49
ITEM 5. OTHER INFORMATION
49
ITEM 6. EXHIBITS
49
 
 
i


 
PART I -  FINANCIAL INFORMATION
 
ITEM 1.  Financial Statements

EUROBANCSHARES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets
(Unaudited)
September 30, 2007 and December 31, 2006

   
September 30,
 
  December 31,
 
  Assets
 
2007
 
  2006
 
               
Cash and due from banks
 
$
19,707,364
 
$
25,527,489
 
Interest bearing deposits
   
13,631,666
   
49,050,368
 
Securities purchased under agreements to resell
   
38,761,166
   
51,191,323
 
Investment securities available for sale
   
544,784,240
   
535,159,009
 
Investment securities held to maturity
   
32,892,220
   
38,432,820
 
Other investments
   
5,889,375
   
4,329,200
 
Loans held for sale
   
487,250
   
879,000
 
Loans, net of allowance for loan and lease losses of $26,130,647 in 2007 and $18,936,841 in 2006
   
1,818,021,788
   
1,731,022,290
 
Accrued interest receivable
   
17,867,297
   
15,760,852
 
Customers’ liability on acceptances
   
274,198
   
1,561,736
 
Premises and equipment, net
   
29,912,639
   
14,889,456
 
Other assets
   
38,399,160
   
33,116,690
 
Total assets
 
$
2,560,628,363
 
$
2,500,920,233
 
Liabilities and Stockholders’ Equity
             
Deposits:
             
Noninterest bearing
 
$
125,443,542
 
$
140,321,373
 
Interest bearing
   
1,838,505,762
   
1,765,034,834
 
Total deposits
   
1,963,949,304
   
1,905,356,207
 
               
Securities sold under agreements to repurchase
   
361,414,250
   
365,664,250
 
Acceptances outstanding
   
274,198
   
1,561,736
 
Advances from Federal Home Loan Bank
   
467,519
   
8,707,420
 
Notes payable to Statutory Trusts
   
20,619,000
   
20,619,000
 
Accrued interest payable
   
18,170,901
   
18,047,074
 
Accrued expenses and other liabilities
   
20,294,002
   
11,086,705
 
     
2,385,189,174
   
2,331,042,392
 
Stockholders’ equity:
             
Preferred stock:
             
Preferred stock Series A, $0.01 par value. Authorized 20,000,000 shares; issued and outstanding 430,537 in 2007 and 2006
   
4,305
   
4,305
 
Capital paid in excess of par value
   
10,759,120
   
10,759,120
 
Common stock:
             
Common stock, $0.01 par value. Authorized 150,000,000 shares; issued 20,032,398 shares in 2007 and 19,777,536 shares in 2006;outstanding: 19,093,315 shares in 2007 and 19,123,821 shares in 2006
   
200,324
   
197,775
 
Capital paid in excess of par value
   
107,824,152
   
106,539,383
 
Retained earnings:
             
Reserve fund
   
7,938,161
   
7,553,381
 
Undivided profits
   
61,565,747
   
59,800,495
 
Treasury stock, 939,083 shares at cost in 2007 and 653,715 in 2006
   
(9,910,458
)
 
(7,410,711
)
Accumulated other comprehensive loss
   
(2,942,162
)
 
(7,565,907
)
Total stockholders’ equity
   
175,439,189
   
169,877,841
 
Total liabilities and stockholders’ equity
 
$
2,560,628,363
 
$
2,500,920,233
 
 
See accompanying notes to condensed consolidated financial statements.

 
1

 

EUROBANCSHARES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Income
(Unaudited)
For the three and nine-month periods ended September 30, 2007 and 2006


   
Three Months Ended September 30,
 
  Nine Months Ended September 30,
 
 
 
2007
 
  2006
 
  2007
 
  2006
 
Interest income:
                    
Loans, including fees
 
$
36,677,073
 
$
33,648,864
 
$
107,656,676
 
$
95,523,250
 
Investment securities:
                         
Taxable
   
2,776
   
36,658
   
9,457
   
89,308
 
Exempt
   
6,252,137
   
7,577,037
   
19,081,526
   
22,297,717
 
Interest bearing deposits, securities purchased under agreements to resell, and other
   
802,667
   
633,292
   
2,250,338
   
1,535,692
 
Total interest income
   
43,734,653
   
41,895,851
   
128,997,997
   
119,445,967
 
                           
Interest expense:
                         
Deposits
   
21,553,077
   
17,730,807
   
61,990,244
   
49,013,326
 
Securities sold under agreements to repurchase, notes payable, and other
   
5,071,618
   
7,584,739
   
15,395,403
   
19,451,835
 
Total interest expense
   
26,624,695
   
25,315,546
   
77,385,647
   
68,465,161
 
Net interest income
   
17,109,958
   
16,580,305
   
51,612,350
   
50,980,806
 
                           
Provision for loan and lease losses
   
9,594,000
   
4,849,000
   
18,467,000
   
11,629,000
 
Net interest income after provision for loan and lease losses
   
7,515,958
   
11,731,305
   
33,145,350
   
39,351,806
 
                           
Noninterest income:
                         
Service charges - fees and other
   
2,394,869
   
2,155,924
   
7,182,759
   
6,228,010
 
Net (loss) gain on sale of repossessed assets and on disposition of other assets
   
(258,889
)
 
(510,980
)
 
(1,153,979
)
 
200,768
 
Gain on sale of loans
   
76,560
   
133,431
   
239,143
   
262,470
 
Total noninterest income
   
2,212,540
   
1,778,375
   
6,267,923
   
6,691,248
 
                           
Noninterest expense:
                         
Salaries and employee benefits
   
4,950,481
   
4,535,978
   
15,848,655
   
14,012,230
 
Occupancy
   
2,812,295
   
2,542,896
   
8,040,768
   
7,023,753
 
Professional services
   
1,444,487
   
966,790
   
3,319,078
   
3,154,810
 
Insurance
   
479,219
   
293,349
   
1,409,089
   
794,427
 
Promotional
   
374,800
   
323,538
   
1,125,772
   
840,593
 
Other
   
2,280,458
   
2,813,905
   
6,993,252
   
7,216,039
 
Total noninterest expense
   
12,341,740
   
11,476,456
   
36,736,614
   
33,041,852
 
                           
(Loss) Income before income taxes
   
(2,613,242
)
 
2,033,224
   
2,676,659
   
13,001,202
 
                           
Provision for income taxes
   
(1,378,559
)
 
514,732
   
(30,446
)
 
4,936,685
 
Net (loss) income
 
$
(1,234,683
)
$
1,518,492
 
$
2,707,105
 
$
8,064,517
 
                       
Basic (loss) earnings per share
 
$
(0.07
)
$
0.07
 
$
0.11
 
$
0.39
 
                       
Diluted (loss) earnings per share
 
$
(0.07
)
$
0.07
 
$
0.11
 
$
0.38
 
 
See accompanying notes to condensed consolidated financial statements.

2


EUROBANCSHARES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Changes in Stockholder's Equity
(Unaudited)
For the nine-month ended September 30, 2007 and 2006

 

   
2007
 
  2006
 
Preferred stock:
          
  Balance at beginning of period
 
$
4,305
 
$
4,305
 
  Issuance of preferred stock
   
   
 
  Balance at end of period
   
4,305
   
4,305
 
               
Capital paid in excess of par value - preferred stock:
             
  Balance at beginning of period
   
10,759,120
   
10,759,120
 
  Issuance of preferred stock
   
   
 
  Balance at end of period
   
10,759,120
   
10,759,120
 
               
Common stock:
             
  Balance at beginning of period
   
197,775
   
195,641
 
  Issuance of common stock
   
2,549
   
2,134
 
  Balance at end of period
   
200,324
   
197,775
 
               
Capital paid in excess of par value - common stock:
             
  Balance at beginning of period
   
106,539,383
   
105,508,402
 
  Issuance of common stock
   
1,146,330
   
877,630
 
  Compensation expense - stock options
   
138,439
   
155,261
 
  Balance at end of period
   
107,824,152
   
106,541,293
 
               
Reserve fund:
             
  Balance at beginning of period
   
7,553,381
   
6,449,472
 
  Transfer from undivided profits
   
384,780
   
955,197
 
  Balance at end of period
   
7,938,161
   
7,404,669
 
               
Undivided profits:
             
  Balance at beginning of period
   
59,800,495
   
53,637,326
 
  Net income
   
2,707,105
   
8,064,517
 
  Preferred stock dividends
   
(557,073
)
 
(557,073
)
  Transfer to reserve fund
   
(384,780
)
 
(955,197
)
  Balance at end of period
   
61,565,747
   
60,189,573
 
               
Treasury stock
             
  Balance at beginning of period
   
(7,410,711
)
 
(1,946,052
)
  Purchase of common stock
   
(2,499,747
)
 
(5,464,659
)
  Balance at end of period
   
(9,910,458
)
 
(7,410,711
)
               
Accumulated other comprehensive loss, net of taxes:
             
  Balance at beginning of period
   
(7,565,907
)
 
(10,431,650
)
  Unrealized net gain on investment securities available for sale
   
4,623,745
   
2,290,586
 
  Balance at end of period
   
(2,942,162
)
 
(8,141,064
)
  Total stockholders’ equity
 
$
175,439,189
 
$
169,544,960
 
See accompanying notes to condensed consolidated financial statements.

3


EUROBANCSHARES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Changes Comprehensive Income
(Unaudited)
For the three and nine months ended September 30, 2007 and 2006
 

   
Three Months Ended
 
Nine Months Ended
 
   
September 30,
 
September 30,
 
   
2007
 
  2006
 
2007
 
2006
 
Net (loss) income
 
$
(1,234,683
)
$
1,518,492
 
$
2,707,105
 
$
8,064,517
 
Other comprehensive income, net of tax:
                         
Unrealized net income on investment securities available for sale
   
5,022,474
   
8,992,184
   
4,623,745
   
2,290,586
 
Comprehensive income
 
$
3,787,791
 
$
10,510,676
 
$
7,330,850
 
$
10,355,103
 

See accompanying notes to condensed consolidated financial statements.
 
4


EUROBANCSHARES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Cash Flows
(Unaudited)
for the nine-month period ended September 30, 2007 and 2006
 

   
2007
 
  2006
 
Cash flows from operating activities:
          
Net income
 
$
2,707,105
 
$
8,064,517
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
  Depreciation and amortization
   
2,362,012
   
2,889,449
 
  Capitalization of interest
   
(474,802
)
 
 
  Provision for loan and lease losses
   
18,467,000
   
11,629,000
 
  Stock-based employee compensation
   
138,439
   
155,260
 
  Deferred tax benefit
   
(3,816,821
)
 
(989,878
)
  Net gain on sale of loans
   
(239,143
)
 
(262,470
)
  Net loss (gain) on sale of other real estate, repossessed assets and on disposition of other assets
   
1,153,979
   
(200,768
)
  Net amortization of premiums and accretion of discount on investment securities
   
2,138,404
   
737,405
 
  Valuation of repossesed assets
   
995,968
   
1,047,400
 
  Decrease in deferred loan origination costs, net
   
2,143,198
   
1,907,848
 
  Origination of loans held for sale
   
(11,411,782
)
 
(9,385,151
)
  Proceeds from sale of loans held for sale
   
11,655,132
   
9,647,622
 
  Increase in accrued interest receivable
   
(2,106,445
)
 
(960,567
)
  Net decrease in other assets
   
3,259,944
   
9,605,545
 
  Increase in accrued interest payable, accrued expenses, and other liabilities
   
9,331,070
   
11,031,630
 
  Net cash provided by operating activities
   
36,303,257
   
44,916,842
 
Cash flows from investing activities:
             
  Net decrease in securities purchased under agreements to resell
   
12,430,157
   
9,524,801
 
  Net decrease in interest-bearing deposits
   
35,418,702
   
487,936
 
  Purchases of investment securities available for sale
   
(107,783,668
)
 
(87,452,819
)
  Proceeds from principal payments and maturities of investment securities available for sale
   
100,758,416
   
102,142,098
 
  Proceeds from principal payments, maturities, and calls of investment securities held to maturity
   
5,425,528
   
3,030,505
 
  Purchases of other investments
   
(6,886,600
)
 
(1,175,400
)
  Proceeds from principal payments, maturities, and calls of other investments
   
5,325,300
   
586,300
 
  Net increase in loans
   
(115,002,829
)
 
(155,184,771
)
  Proceeds from sale of other real estate, repossessed assets and on disposition of other assets
   
508,213
   
418,337
 
  Capital expenditures
   
(16,511,910
)
 
(4,915,552
)
  Net cash used in investing activities
   
(86,318,691
)
 
(132,538,565
)
Cash flows from financing activities:
             
  Net increase in deposits
   
58,593,097
   
11,121,291
 
  (Decrease) increase in securities sold under agreements to repurchase and other borrowings
   
(4,250,000
)
 
80,540,429
 
  Repayment of Federal Home Loan Bank Advances
   
(8,239,901
)
 
(38,194
)
  Dividends paid to preferred stockholders
   
(557,019
)
 
(558,030
)
  Purchase of common stock
   
(2,499,747
)
 
(5,464,659
)
  Net proceeds from exercise of stock options
   
1,148,879
   
879,765
 
  Net cash provided by financing activities
   
44,195,309
   
86,480,602
 
  Net decrease in cash and cash equivalents
   
(5,820,125
)
 
(1,141,121
)
  Cash and cash equivalents beginning balance
   
25,527,489
   
20,993,485
 
  Cash and cash equivalents ending balance
 
$
19,707,364
 
$
19,852,364
 
               
Supplemental disclosure of cash flow information:
             
  Cash paid during the period:
             
  Interest
 
$
77,261,821
 
$
61,442,876
 
  Income taxes
   
3,794,520
   
3,842,541
 
               
  Noncash transactions:
             
Other real estate and repossessed assets acquired through foreclosure of loans
   
27,492,582
   
35,889,424
 
Finance of other real estate and repossessed assets acquired through foreclosure of loans
   
19,707,699
   
21,308,558
 
Change in fair value of available-for-sale securities, net of taxes
   
(4,623,745
)
 
(2,290,586
)
 
See accompanying notes to condensed consolidated financial statements.
 
5


EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
1.   Nature of Operations and Basis of Presentation
 
EuroBancshares, Inc. (the “Company” or “EuroBancshares”) was incorporated on November 21, 2001, under the laws of the Commonwealth of Puerto Rico to engage, for profit, in any lawful acts or businesses and serve as the holding company for Eurobank (the “Bank”). As a financial holding company, the Company is subject to the provisions of the Bank Holding Company Act, and to the supervision and regulation by the Board of Governors of the Federal Reserve System.
 
The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These statements are, in the opinion of management, a fair presentation of the financial position and results for the periods presented. These financial statements are unaudited but, in the opinion of management, include all necessary adjustments, all of which are of a normal recurring nature, for a fair presentation of such financial statements.
 
The presentation of the condensed consolidated 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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenue and expenses during the reporting periods. These estimates are based on information available as of the date of the condensed consolidated financial statements. Therefore, actual results could differ from those estimates.
 
Certain information and note disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to rules and regulations of the Securities and Exchange Commission (the “SEC”) and, accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2006. The results of operations for the nine months period ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year.
 
For purposes of comparability, certain prior period amounts have been reclassified to conform to the 2007 presentation, related to the adoption of SAB 108 provisions.
 
2.   Recent Accounting Pronouncements
 
The Financial Accounting Standard Board Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” was issued on June 2006.  This Interpretation provides guidance for the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109 (FAS 109), “Accounting for Income Taxes.”  This Interpretation revises FAS 109 to prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 addresses the diversity that exists in the practice by defining a criterion that an individual tax position is recognized as a benefit only if it meet the “more likely than not” test, which is set at 50%, presuming the occurrence of a tax examination. This interpretation is effective for fiscal years beginning after December 15, 2006. During the first quarter of 2007, the Company adopted the provision of FIN No. 48, which did not have an impact on the Company’s financial condition or results of operations.
 
The Company and its subsidiaries are subject to the Puerto Rico tax law but generally are not subject to US federal income tax. The Company and its subsidiaries are only subject to examination for taxable years beginning after 2002. Prior to adopting FIN 48, the Company had recognized approximately $765,000 in contingent liabilities for uncertain tax positions under the Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies.” Upon the adoption of FIN 48, the Company reevaluated this contingency and concluded that it was adequate under FIN 48. The Company does not expect the total amount of unrecognized tax benefits to significantly increase in the next twelve months.
 
(continued)
6


EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
The company recognizes interest related to income tax matters as interest expense and penalties related to income tax matters as other expense. As of September 30, 2007, the Company had recorded a contingency for uncertain tax position of $789,900, which includes $39,700 of accrued interests.
 
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS 157, “Fair Value Measurements.”  This statement provides the generally accepted accounting principles (GAAP) definition for fair value, the framework for measurements and additional disclosures.  The main focus of SFAS 157 is to revise the definition of fair value and to provide guidance for applying the GAAP definition. This statement applies under other accounting pronouncements that require fair value measurements; however this statement does not require any new fair value measurements.  The definition provided in this statement clarifies that the price to be used is the price that would be received by selling the asset or paid to transfer liability instead of the price to acquire the asset or received to assume the liability.  This statement applies prospectively and is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company believes that the impact will not be material to the financial statements.
 
The Financial Accounting Standard Board (FASB) issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” on February 2007. This statement includes an amendment to SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities” and allows the entities to choose to measure at fair value many financial instruments that are not required under existing SFAS. The main focus of SFAS 159 is to improve the use of fair value measurement providing the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement does not affect the provisions of any other SFAS that requires fair value measurement for certain assets or liabilities. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. The Company is evaluating the impact to the financial statements if any.
 
3.   Earnings/Loss Per Share
 
Basic earnings/loss per share represent income/loss available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.
 
(continued)
7


EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
The computation of earnings per share is presented below:


   
Three months ended September 30,
 
    Nine months ended September 30,
 
 
 
2007
 
  2006
 
  2007
 
  2006
 
Income/(loss) before preferred stock dividends
 
$
(1,234,683
)
$
1,518,492
 
$
2,707,105
 
$
8,064,517
 
Preferred stock dividend
   
(187,732
)
 
(187,732
)
 
(557,073
)
 
(557,073
)
Income/(loss) available to common shareholders
 
$
(1,422,415
)
$
1,330,760
 
$
2,150,031
 
$
7,507,444
 
                           
Weighted average number of common shares outstanding applicable to basic EPS
   
19,160,985
   
19,118,191
   
19,253,068
   
19,248,639
 
Effect of dilutive securities
   
189,597
   
349,487
   
225,220
   
473,115
 
Adjusted weighted average number of common shares outstanding applicable to diluted earnings per share
   
19,350,582
   
19,467,678
   
19,478,288
   
19,721,754
 
                           
Net income/(loss) per share:
                         
Basic
 
$
(0.07
)
$
0.07
 
$
0.11
 
$
0.39
 
Diluted
 
$
(0.07
)
$
0.07
 
$
0.11
 
$
0.38
 
 
Stock options for 268,470 and 187,800 shares of common stock were not considered in computing diluted earnings per common share for 2007 and 2006 because they were antidilutive.
 
4.   Investment Securities Available for Sale
 
Investment securities available for sale and related contractual maturities as of September 30, 2007 and December 31, 2006 are as follows:

   
2007
 
   
Amortized
 
  Gross unrealized
 
Gross unrealized
 
Fair
 
 
 
cost
 
gains
 
losses
 
value
 
                   
Commonwealth of Puerto Rico obligations:
                 
Less than one year
 
$
1,655,476
 
$
11,103
 
$
(14,245
)
$
1,652,335
 
One through five years
   
4,840,602
   
45,162
   
   
4,885,764
 
Federal Farm Credit Bonds
                         
Less than one year
   
50,325,148
   
2,453
   
(209,862
)
 
50,117,740
 
Federal Home Loan Bank notes:
                         
Less than one year
   
84,440,232
   
   
(713,961
)
 
83,726,271
 
One through five years
   
7,269,745
   
27,809
   
   
7,297,554
 
Federal National Mortgage Association notes:
                         
Less than one year
   
10,000,000
   
68,750
   
   
10,068,750
 
US Corporate Note
   
3,000,000
   
   
(70,500
)
 
2,929,500
 
Mortgage-backed securities
   
386,193,768
   
1,262,004
   
(3,349,446
)
 
384,106,326
 
Total
 
$
547,724,972
 
$
1,417,281
 
$
(4,358,013
)
$
544,784,240
 

(continued)
8

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 


   
2006   
 
 
 
Amortized
 
  Gross unrealized
 
Gross unrealized
 
  Fair
 
 
 
cost
 
gains
 
losses
 
  value
 
Commonwealth of Puerto  Rico obligations:
                  
  Less than one year
 
$
4,116,192
 
$
14,056
 
$
(39,760
)
$
4,090,488
 
  One through five years
   
5,401,713
   
71,851
   
(1,110
)
 
5,472,454
 
Federal Farm Credit Bonds:
                         
  Less than one year
   
30,319,617
   
-
   
(383,179
)
 
29,936,438
 
  One through five years
   
19,994,263
   
-
   
(311,883
)
 
19,682,380
 
Federal Home Loan Bank notes:
                         
  Less than one year
   
20,885,000
   
-
   
(218,738
)
 
20,666,262
 
  One through five years
   
79,419,623
   
-
   
(1,375,610
)
 
78,044,013
 
  Five to ten years
   
7,922,971
   
-
   
(71,985
)
 
7,850,986
 
Federal National Mortgage Association notes:
                         
  One through five years
   
19,991,659
   
83,491
   
-
   
20,075,150
 
Mortgage-backed securities
   
354,672,014
   
412,557
   
(5,743,732
)
 
349,340,839
 
Total
 
$
542,723,052
 
$
581,955
 
$
(8,145,997
)
$
535,159,009
 

 
Contractual maturities on certain investment securities available for sale could differ from actual maturities since certain issuers have the right to call or prepay these securities.  
 
At September 30, 2007 and December 31, 2006, no investments that are payable from and secured by the same source of revenue or taxing authority, other than the U.S. government and U.S. agencies exceed 10% of stockholders’ equity.
 
During the nine-month period ended September 30, 2007 and 2006, there were no sales of investments securities available for sale.
 
Gross unrealized losses on investment securities available for sale and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2007 and December 31, 2006, were as follows:


   
2007
 
   
Less than 12 months
 
12 months or more
 
Total
 
   
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
   
losses
 
value
 
losses
 
value
 
losses
 
value
 
U.S. agency debt securities
 
$
 
$
 
$
(923,822
)
$
123,844,691
 
$
(923,822
)
$
123,844,691
 
State and municipal obligations
   
(4,497
)
 
645,980
   
(9,748
)
 
420,252
   
(14,245
)
 
1,066,232
 
US corporate notes
   
(70,500
)
 
2,929,500
   
   
   
(70,500
)
 
2,929,500
 
Mortgage-backed securities
   
(207,627
)
 
46,982,494
   
(3,141,819
)
 
191,860,206
   
(3,349,446
)
 
238,842,700
 
   
$
(282,624
)
$
50,557,974
 
$
(4,075,389
)
$
316,125,149
 
$
(4,358,013
)
$
366,683,123
 
 
 
   
    2006
 
 
 
Less than 12 months
 
12 months or more
 
Total
 
 
 
Unrealized
 
  Fair
 
Unrealized
 
  Fair
 
Unrealized
 
  Fair
 
 
 
losses
 
  value
 
losses
 
  value
 
losses
 
  value
 
U.S. agency debt securities
 
$
(71,985
)
$
7,850,986
 
$
(2,289,410
)
$
148,329,093
 
$
(2,361,395
)
$
156,180,079
 
State and municipal obligations
   
(10,563
)
 
770,325
   
(30,307
)
 
2,480,885
   
(40,870
)
 
3,251,210
 
Mortgage-backed securities
   
(243,756
)
 
50,655,419
   
(5,499,976
)
 
250,971,704
   
(5,743,732
)
 
301,627,123
 
   
$
(326,304
)
$
59,276,730
 
$
(7,819,693
)
$
401,781,682
 
$
(8,145,997
)
$
461,058,412
 
 
 
·  
U.S. Agency Debt Securities - The unrealized losses on investments in U.S. agency debt securities were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment. Because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.
 
(continued)
9


EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
 
·  
U.S. Corporate Notes - The unrealized losses on investments in U.S corporate notes were caused by interest rate increases.  The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment.  Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.
 
 
·  
Mortgage-Backed Securities - The unrealized losses on investments in mortgage-backed securities were caused by interest rate increases. The contractual cash flows of these securities are guaranteed by a United States government sponsored enterprise. It is expected that the securities would not be settled at a price less than the par value of the investment. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.
 
 
5.   Investment Securities Held to Maturity
 
Investment securities held to maturity as of September 30, 2007 and December 31, 2006 are as follows:
 
     
2007   
 
     
Amortized  
   
Gross unrealized  
   
Gross unrealized  
   
Fair  
 
     
cost  
   
gains  
   
losses  
   
value  
 
Federal Home Loan Bank Notes
 
$
2,844,968
 
$
 
$
(49,949
)
$
2,795,019
 
Mortgage-backed securities
   
30,047,252
   
   
(693,852
)
 
29,353,401
 
Total  
 
$
32,892,220
 
$
 
$
(743,801
)
$
32,148,420
 
 
 
   
2006  
 
     
Amortized  
   
Gross unrealized  
   
Gross unrealized  
   
Fair  
 
     
cost  
   
gains  
   
losses  
   
value  
 
Federal Home Loan Bank Notes
 
$
3,164,937
 
$
 
$
(93,402
)
$
3,071,535
 
Mortgage-backed securities
   
35,267,883
   
   
(865,645
)
 
34,402,238
 
Total  
 
$
38,432,820
 
$
 
$
(959,047
)
$
37,473,773
 
 
Contractual maturities on certain investment securities held to maturity could differ from actual maturities since certain issuers have right to call or prepay these securities.
 
At September 30, 2007 and December 31, 2006, no investments that are payable from and secured by the same source of revenue or taxing authority, other than the U.S. government and U.S. agencies exceed 10% of stockholders’ equity.
 
There were no sales of investment securities held to maturity during the nine-month period ended September 30, 2007 and 2006.
 
Gross unrealized losses on investment securities held to maturity and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2007 and December 31,2006, were as follows:
 
(continued)
10

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 

   
2007
 
   
Less than 12 months
 
12 months or more
 
Total
 
   
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
   
losses
 
value
 
losses
 
value
 
losses
 
value
 
U.S. agency debt securities
 
$
 
$
 
$
(49,949
)
$
2,795,019
 
$
(49,949
)
$
2,795,019
 
Mortgage-backed securities
   
   
   
(693,852
)
 
29,353,401
   
(693,852
)
 
29,353,401
 
   
$
 
$
 
$
(743,801
)
$
32,148,420
 
$
(743,801
)
$
32,148,420
 
 

   
2006
 
   
Less than 12 months
 
12 months or more
 
Total
 
   
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
   
losses
 
value
 
losses
 
value
 
losses
 
value
 
U.S. agency debt securities
 
$
 
$
 
$
(93,402
)
$
3,071,535
 
$
(93,402
)
$
3,071,535
 
Mortgage-backed securities
   
   
   
(865,645
)
 
34,402,238
   
(865,645
)
 
34,402,238
 
   
$
 
$
 
$
(959,047
)
$
37,473,773
 
$
(959,047
)
$
37,473,773
 
 
 
·  
U.S. Agency Debt Securities - The unrealized losses on investments in U.S. agency debt securities were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment. Because the Company has the ability and intent to hold these investments until maturity, these investments are not considered other-than-temporarily impaired.
 
·  
Mortgage-Backed Securities - The unrealized losses on investments in mortgage-backed securities were caused by interest rate increases. The contractual cash flows of these securities are guaranteed by a United States government sponsored enterprise. It is expected that the securities would not be settled at a price less than the par value of the investment. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold these investments until maturity, these investments are not considered other-than-temporarily impaired.
 
6.   Other Investments
 
Other investments at September 30, 2007 and December 31, 2006 consist of the following:

   
2007
 
2006
 
FHLB stock, at cost
 
$
5,279,000
 
$
3,717,700
 
Investment in statutory trusts
   
610,375
   
611,500
 
Other investments  
 
$
5,889,375
 
$
4,329,200
 
 
(continued)
11

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
7.   Loans and allowance for loan and lease losses
 
A summary of the Company’s loan portfolio at September 30, 2007 and December 31, 2006 is as follows:
 
   
2007
 
2006
 
Loans secured by real estate:
         
Commercial and industrial
 
$
786,259,324
 
$
736,555,175
 
Construction
   
184,347,376
   
126,241,190
 
Residential mortgage
   
100,509,125
   
76,277,339
 
Consumer
   
801,868
   
782,456
 
     
1,071,917,693
   
939,856,160
 
               
Commercial and industrial
   
303,429,729
   
297,511,599
 
Consumer
   
59,532,823
   
60,682,410
 
Lease financing contracts
   
401,209,371
   
443,310,627
 
Overdrafts
   
6,399,391
   
5,015,183
 
     
1,842,489,007
   
1,746,375,979
 
               
Deferred loan origination costs, net
   
2,735,417
   
4,879,823
 
Unearned finance charges
   
(1,071,989
)
 
(1,296,671
)
Allowance for loan and lease losses
   
(26,130,647
)
 
(18,936,841
)
Loans, net  
 
$
1,818,021,788
 
$
1,731,022,290
 
 
The following is a summary of information pertaining to impaired loans at September 30, 2007 and December 31, 2006:

   
2007
 
2006
 
Impaired loans with related allowance
 
$
28,683,746
 
$
11,878,000
 
Impaired loans that did not require allowance
   
41,237,604
   
27,319,000
 
Total impaired loans  
 
$
69,921,350
 
$
39,197,000
 
Allowance for impaired loans
 
$
9,409,009
 
$
2,219,000
 
 
As of September 30, 2007 and December 31, 2006, loans in which the accrual of interest has been discontinued amounted to $55,275,500 and $37,254,793, respectively. If these loans had been accruing interest, the additional interest income realized would have been approximately $3,923,712 and $1,832,000 for the nine month period ended September 30, 2007 and 2006, respectively.
 
Commercial and industrial loans with principal outstanding balance amounting to approximately $1,960,984 as of September 30, 2007, are guaranteed by the U.S. government through the Small Business Administration at percentages varying from 75% to 90%. As of September 30, 2007, industrial loans with a principal outstanding balance of approximately $652,940 were guaranteed by the U.S. government through the U.S. Department of Agriculture at percentages varying from 80% to 90%.
 
(continued)
12

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 
The following analysis summarizes the changes in the allowance for loan and lease losses for the nine month periods ended September 30:
 
   
2007
 
2006
 
               
Balance, beginning of period
 
$
18,936,841
 
$
18,188,130
 
Provision for loan and lease losses
   
18,467,000
   
11,629,000
 
Loans and leases charged-off
   
(12,894,272
)
 
(13,573,162
)
Recoveries
   
1,621,078
   
2,155,704
 
Balance, end of period
 
$
26,130,647
 
$
18,399,672
 
 
8.   Other Assets
 
Other assets at September 30, 2007 and December 31, 2006 consist of the following:
 

   
2007
 
2006
 
           
Deferred tax assets, net
 
$
10,078,109
 
$
6,260,855
 
Merchant credit card items in process of collection
   
1,380,547
   
1,854,919
 
Auto insurance claims receivable on repossessed vehicles
   
1,130,323
   
1,864,326
 
Accounts receivable
   
828,136
   
1,146,465
 
Other real estate, net of valuation allowance of $41,894 at
             
September 30, 2007 and December 31,2006.
   
4,332,130
   
3,628,971
 
Other repossessed assets, net of valuation allowance of $615,911
             
at September 30, 2007 and $799,104 at December 31,2006.
   
6,171,836
   
9,418,811
 
Prepaid expenses and deposits
   
7,320,775
   
7,772,760
 
Option
   
5,122,500
   
 
Other
   
2,034,804
   
1,169,583
 
   
$
38,399,160
 
$
33,116,690
 
 
Other repossessed assets are presented net of valuation allowance for losses. The following analysis summarizes the changes in the allowance for losses for the nine-month periods ended September 30:
 
 

   
2007
 
2006
 
               
Balance, beginning of period
 
$
799,104
 
$
1,216,087
 
Provision for losses charged to operations
   
978,840
   
1,047,400
 
Net charge-offs
   
(1,162,033
)
 
(1,012,682
)
Balance, end of period
 
$
615,911
 
$
1,250,805
 
 
(continued)
13

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
 
9.   Deposits
 
Total deposits as of September 30, 2007 and December 31, 2006 consisted of the following:
 

   
2007
 
2006
 
           
Non interest bearing deposits
 
$
125,443,542
 
$
140,321,373
 
Interest bearing deposits:
             
NOW & Money Market
   
68,754,204
   
62,672,648
 
Savings
   
133,738,834
   
156,069,357
 
Regular CD's & IRAS
   
90,631,543
   
95,396,084
 
Jumbo CD's
   
241,021,817
   
224,741,161
 
Brokered Deposits
   
1,304,359,364
   
1,226,155,584
 
     
1,838,505,762
   
1,765,034,834
 
Total Deposits
 
$
1,963,949,304
 
$
1,905,356,207
 
 
10.   Advances from Federal Home Loan Bank
 
At September 30, 2007, the Company owes an advance to the FHLB as follows:
 

Maturity
 
Interest rate
 
2007
 
2014
 
4.38%
 
467,519 
 
         
$
467,519
 

Interest rates are fixed for the term of each advance and are payable on the first business day of the following month when the original maturity of the note exceeds six months. In notes with original terms of six months or less, interest is paid at maturity. Interest payments for the nine month period ended September 30, 2007 and 2006 amounted to approximately $212,000 and $863,000, respectively. Advances are secured by mortgage loans and securities pledged at the FHLB.  As of September 30, 2007 our borrowing potential of advances based on the collateral pledged at the FHLB was approximately $40 million.
 
11.   Derivative Financial Instruments
 
Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS 133, the Company records all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
 
The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks.  To accomplish this objective, the Company primarily uses interest rate swaps as part of its fair value hedging strategy. Interest rate swaps designated as fair value hedges protect the Company against the changes in fair value of the hedged item over the life of the agreements without exchange of the underlying principal amount.  The Company uses fair value hedges to protect against adverse changes in fair value of certain brokered certificates of deposit (CDs). The Company also uses options to mitigate certain financial risks as further described below. The Company’s objective in using option contracts is to transform the interest rate characteristics of the specifically identified assets or liabilities to which the contract is tied.
 
(continued)
14

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
 
Fair value hedges result in the immediate recognition in earnings of gains or losses on the derivative instrument, as well as corresponding losses or gains on the hedged item, to the extent they are attributable to the hedged risk. The ineffective portion of the gain or loss, if any, is recognized in current earnings.  
 
As of September 30, 2007 and December 31, 2006, the Company had the following derivative financial instruments outstanding:

   
2007
 
2006
 
   
Notional
 
 
 
Notional
 
 
 
 
 
amount
 
Fair value
 
amount
 
Fair value
 
Libor-Rate interest rate swaps
 
$
30,800,000
 
$
(1,058,906
)
$
30,800,000
 
$
(1,236,093
)
   
$
30,800,000
 
$
(1,058,906
)
$
30,800,000
 
$
(1,236,093
)
                           
Option
 
$
25,000,000
 
$
5,122,500
 
$
-
 
$
-
 
   
$
25,000,000
 
$
5,122,500
 
$
-
 
$
-
 
 
In February of 2007, the Corporation for the State Insurance Fund (FSE) for the Government of the Commonwealth of Puerto Rico invested approximately $25,000,000 in a CD indexed to a global equity basket. The return on the CD equals 100% appreciation of the equity basket at maturity, approximately 5 years. To protect against adverse changes in fair value of the CD, the Company purchased an option that offsets changes in fair value of the global equity basket. Consistent with the guidance in SFAS 133, the equity-based return on the CD is bifurcated and accounted for separately from the debt host as a derivative. Both the embedded equity-based return derivative and the purchased option are adjusted to their respective fair values through earnings. As the values of the two derivatives are equal and offsetting, the net effect on earnings is zero. At September 30, 2007, $5,122,500 was included in other assets related to the purchased option and equity-based return derivative, respectively.

At September 30, 2007, the Company had interest rate swap agreements, designated as fair value hedges, which converted $28,564,000 of fixed rate time deposits to variable rate time deposits, of which $10,316,000 will mature between 2010 and 2013 and $18,248,000 will mature between 2018 and 2023 with semi-annual call options that match the call options on the swaps.

During the three and nine-months ended September 30, 2007 and 2006, the net gain or loss from fair value hedging ineffectiveness was considered inconsequential and reported within other non-interest income.
 
12.   Notes Payable to Statutory Trusts
 
On December 19, 2002, Eurobank Statutory Trust II (the “Trust II”) issued $20,000,000 of floating rate Trust Preferred Capital Securities due in 2032 with a liquidation amount of $1,000 per security; with an option to redeem in five years. Distributions payable on each capital security are payable at an annual rate equal to 4.66% beginning on (and including) the date of original issuance and ending on (but excluding) March 26, 2003, and at an annual rate for each successive period equal to the three-month LIBOR plus 3.25% with a ceiling rate of 11.75%. The capital securities of the Trust II are fully and unconditionally guaranteed by EuroBancshares. The Company then issued $20,619,000 of floating rate junior subordinated deferrable interest debentures to the Trust II due in 2032. The terms of the debentures, which comprise substantially all of the assets of the Trust II, are the same as the terms of the capital securities issued by the Trust II. These debentures are fully and unconditionally guaranteed by the Bank. The Bank subsequently issued an unsecured promissory note to EuroBancshares for the issued amount and at an annual rate equal to that being paid on the Trust Preferred Capital Securities due in 2032.
 
(continued)
15

 
EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
 
On December 18, 2006 the Company redeemed $25,774,000 of floating rate junior subordinated deferrable interest debentures at an annual rate equal to the three-month LIBOR, plus 3.60% with a ceiling rate of 12.50%, which were issued on December 18, 2001.
 
Interest expense on notes payable to statutory trusts amounted to approximately $1,310,000 and $2,968,000 for the nine month ended September 30, 2007 and 2006, respectively.
 
13.   Commitments and Contingencies
 
The Company is involved as plaintiff or defendant in a variety of routine litigation incidental to the normal course of business. Management believe, based on the opinion of legal counsel, that it has adequate defense or insurance protection with respect to such litigations and that any losses there from, whether or not insured, would not have a material adverse effect on the results of operations or financial position of the Company.
 
14.   Stock Transactions
 
In July 2007, the Company issued 4,000 shares of common stock, through stock options exercised at $5.00 per share
 
In May 2007, the board of directors approved a stock repurchase program. Under the terms of the stock repurchase program, the Company is authorized to purchase shares of its common stock for an aggregate purchase prices of up to $2.5 million in open market purchases, block trades and privately negotiated transactions over a period of one year. As of September 30, 2007, the Company had purchased 285,368 shares, which represents the authorized maximum amount, of approximately $2.5 million, under the stock repurchase program.
 
In February 2007, the Company issued 250,862 shares of common stock, through stock options exercised at $4.50 per share.
 
During the year ended December 31, 2006, the Company had purchased 488,477 shares under the stock repurchase program approved by the board of directors in October 2005. Under the terms of the stock repurchase program, the Company was authorized to acquire shares of its common stock for an aggregate purchase price of up to $10 million in open market purchases, block trades and privately negotiated transactions over a period of one year, which expired in October 2006.
 
15.   Regulatory Matters
 
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. If capital ratios fall below the levels necessary to be considered “well-capitalized” under current regulatory guidelines, the Company could be restricted in using brokered deposits as a short-term funding source. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
 
Quantitative measures established by regulations to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I Capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I Capital (as defined) to average assets (Leverage) (as defined). Management believes, as of September 30, 2007 and December 31, 2006, that the Company and the Bank met all capital adequacy requirements to which they are subject.
 
(continued)
16

EUROBANCSHARES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 

The most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier I risk-based and Tier I Leverage ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the institution’s capital category. The Company’s and the Bank’s actual capital amounts and ratios as of September 30, 2007 are also presented in the table.
 
At September 30, 2007 and December 31, 2006, required and actual regulatory capital amounts and ratios are as follow (dollars in thousands):

 
   
2007
 
                   
Well
 
   
Required
 
Actual
 
capitalized
 
   
Amount
 
Ratio
 
Amount
 
Ratio
 
ratio
 
                       
Total Capital (to risk-weighted assets):
                     
Consolidated
 
$
162,700
   
8.00 %
 
$
223,782
   
11.00 %
 
 
N/A
 
Eurobank
   
162,700
   
8.00 %
 
 
206,888
   
10.17 %
 
 
> 10.00
%
                                 
Tier I Capital (to risk-weighted assets):
                               
Consolidated
   
81,350
   
4.00 %
 
 
198,360
   
9.75 %
 
 
N/A
 
Eurobank
   
81,350
   
4.00 %
 
 
181,466
   
8.92 %
 
 
> 6.00
%
                                 
Tier I Capital (to average assets):
                               
Consolidated
   
99,551
   
4.00 %
 
 
198,360
   
7.97 %
 
 
N/A
 
Eurobank
   
99,521
   
4.00 %
 
 
181,466
   
7.29 %
 
 
> 5.00
%
 

   
2006
 
                   
Well
 
   
Required
 
Actual
 
capitalized
 
   
amount
 
Ratio
 
amount
 
Ratio
 
ratio
 
                       
Total Capital (to risk-weighted assets):
                     
Consolidated
 
$
154,038
   
8.00 %
 
$
216,673
   
11.25 %
 
 
N/A
 
Eurobank
   
154,045
   
8.00 %
 
 
198,179
   
10.29 %
 
 
> 10.00
%
                                 
Tier I Capital (to risk-weighted assets):
                               
Consolidated
   
77,019
   
4.00 %
 
 
197,366
   
10.25 %
 
 
N/A
 
Eurobank
   
77,023
   
4.00 %
 
 
178,871
   
9.29 %
 
 
> 6.00
%
                                 
Tier I Capital (to average assets):
                               
Consolidated
   
99,679
   
4.00 %
 
 
197,366
   
7.92 %
 
 
N/A
 
Eurobank
   
99,637
   
4.00 %
 
 
178,871
   
7.18 %
 
 
> 5.00
%
 

 
17

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
 
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis presents our consolidated financial condition and results of operations for the nine-month period ended September 30, 2007 and 2006. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this Quarterly Report on Form 10-Q.
 
Statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations, intentions, beliefs, or strategies regarding the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed under the section entitled “Risk Factors,” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007, including the following:
 
·  
if a significant number of our clients fail to perform under their loans, our business, profitability, and financial condition would be adversely affected;
 
·  
our current level of interest rate spread may decline in the future, and any material reduction in our interest spread could have a material impact on our business and profitability;
 
·  
the modification of the Federal Reserve Board’s current position on the capital treatment of our junior subordinated debt and trust preferred securities could have a material adverse effect on our financial condition and results of operations;
 
·  
adverse changes in domestic or global economic conditions, especially in the Commonwealth of Puerto Rico, could have a material adverse effect on our business, growth, and profitability;
 
·  
we could be liable for breaches of security in our online banking services, and fear of security breaches could limit the growth of our online services;
 
·  
maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services;
 
·  
significant reliance on loans secured by real estate may increase our vulnerability to downturns in the Puerto Rico real estate market and other variables impacting the value of real estate;
 
·  
if we fail to retain our key employees, growth and profitability could be adversely affected;
 
·  
we may be unable to manage our future growth;
 
·  
we have no current intentions of paying cash dividends on common stock;
 
·  
increases in our allowance for loan and lease losses could materially adversely affect our earnings ;
 
 
18

 
 
·  
our directors and executive officers beneficially own a significant portion of our outstanding common stock;
 
·  
the market for our common stock is limited, and potentially subject to volatile changes in price;
 
·  
we face substantial competition in our primary market area;
 
·  
we are subject to significant government regulation and legislation that increases the cost of doing business and inhibits our ability to compete;
 
·  
we could be negatively impacted by downturns in the Puerto Rican economy;
 
·  
the proportion of core and non-core funding contrast sharply with that of the mainland and in recent quarters contributed to a sharp increase in funding costs; and
 
·  
we rely heavily on short-term funding sources, such as brokered deposits, which access could be restricted if our capital ratios fall below the levels necessary to be considered “well-capitalized” under current regulatory guidelines.
 
These factors and the risk factors referred in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007 could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
 
Executive Overview
 
Introduction
 
We are a diversified financial holding company headquartered in San Juan, Puerto Rico, offering a broad array of financial services through our wholly-owned banking subsidiary, Eurobank, and our wholly-owned insurance agency subsidiary, EuroSeguros, Inc. As of September 30, 2007, we had, on a consolidated basis, total assets of $2.6 billion, net loans of $1.8 billion, total deposits of $2.0 billion, and stockholders’ equity of $175.4 million. We currently operate through a network of 24 branch offices located throughout the Island. In March and June 2007, we opened two new branches, one in Fajardo and another in Cayey, Puerto Rico, respectively. In July 2007, we closed the branch located at Luquillo, Puerto Rico.
 
Over the past three years, we have experienced significant balance sheet growth. Our management team has implemented a strategy of building our core banking franchise by focusing on commercial loans, business transaction accounts, our mortgage business and acquisitions. We believe that this strategy will increase recurring revenue streams, enhance profitability, broaden our product and service offerings and continue to build stockholder value.
 
Key Performance Indicators at September 30, 2007
 
We believe the following were key indicators of our performance and results of operations through the third quarter of 2007:
 
·  
our total assets increased to $2.561 billion, or by 3.18% on an annualized basis, at the end of the third quarter of 2007, from $2.501 billion at the end of 2006;
 
·  
our net loans grew to $1.819 billion at the end of the third quarter of 2007, representing an increase of 6.67% on an annualized basis, from $1.732 billion at the end of 2006;
 
·  
our total deposits increased to $1.964 billion, or by 4.10% on an annualized basis, at the end of the third quarter of 2007, from $1.905 billion at the end of 2006;
 
 
19

 
 
·  
our nonperforming assets increased to $79.7 million, or by 35.31% on an annualized basis, at the end of the third quarter of 2007, from $63.0 million at the end of 2006;
 
·  
our total revenue grew to $45.9 million in the third quarter of 2007, representing an increase of 5.20%, from $43.7 million in the same period of 2006;
 
·  
our net interest margin and spread on a fully taxable equivalent basis increased to 2.83% and 2.31% for the third quarter of 2007, respectively, compared to 2.74% and 2.20%, respectively, for the same period in 2006;
 
·  
our provision for loan and lease losses grew to $9.6 million in the third quarter of 2007, representing an increase of 97.86%, from $4.8 million in the same period of 2006;
 
·  
our total noninterest expense grew to $12.3 million in the third quarter of 2007, representing an increase of 7.54%, from $11.5 million in the same period of 2006; and
 
·  
for the third quarter of 2007, we recorded an income tax benefit of $1.4 million, compared to an income tax expense of $515,000 in the same period of 2006.
 
These items, as well as other factors, resulted in a net loss of $1.2 million for the third quarter of 2007, compared to a net income of $1.5 million for the same period in 2006, or $(0.07) per common share for the third quarter of 2007, compared to $0.07 per common share for the same period in 2006 on a fully diluted basis. The net loss we experienced in the third quarter of 2007 was mainly caused by three business relationships for which their related loans became impaired during the quarter ended September 30, 2007 and required a specific allowance of $4.5 million, reducing our diluted earnings per share for the quarter by $0.14, net of tax. Key performance indicators and other factors are discussed in further detail throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Quarterly Report on Form 10-Q.
 
Critical Accounting Policies
 
This discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions. The following is a description of our significant accounting policies used in the preparation of the accompanying consolidated financial statements.
 
Loans and Allowance for Loan and Lease Losses
 
Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding unpaid principal balances adjusted by any charge-offs, unearned finance charges, allowance for loan and lease losses, and net deferred nonrefundable fees or costs on origination. The allowance for loan and lease losses is an estimate to provide for probable losses that may be incurred in our loan and lease portfolio. The allowance for loan and lease losses amounted to $26.1 million, $18.9 million and $18.4 million as of September 30, 2007, December 31, 2006 and September 30, 2006, respectively. Losses charged to the allowance amounted to $12.9 million for the nine-month period ended September 30, 2007, compared to $13.6 million for the same period in 2006. Recoveries were credited to the allowance in the amounts of $1.6 million and $2.2 million for the same periods, respectively.
 
We follow a consistent procedural discipline and account for loan and lease loss contingencies in accordance with Statement of Financial Accounting Standards (SFAS) No. 5, Accounting for Contingencies , and SFAS No. 114, Accounting by Creditors for Impairment of a Loan , as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures .
 
To mitigate any difference between estimates and actual results relative to the determination of the allowance for loan and lease losses, our loan review department is specifically charged with reviewing monthly delinquency reports to determine if additional allowances are necessary. Delinquency reports and analysis of the allowance for loan and lease losses are also provided to senior management and the Board of Directors on a monthly basis.
 
20

The loan review department evaluates significant changes in delinquency with regard to a particular loan portfolio to determine the potential for continuing trends, and loss projections are estimated and adjustments are made to the historical loss factor applied to that portfolio in connection with the calculation of loss allowances.
 
Portfolio performance is also monitored through the monthly calculation of the percentage of non-performing loans to the total portfolio outstanding. A significant change in this percentage may trigger a review of the portfolio and eventually lead to additional allowances. We also track the ratio of net charge-offs to total portfolio outstanding.
 
Our methodology for the determination of the adequacy of the allowance for loan and lease losses for impaired loans is based on classifications of loans and leases into various categories and the application of SFAS No. 114. For non-classified loans, the estimated allowance is based on historical loss experiences, which on an annual basis, are adjusted for changes in trends and conditions. In addition, in evaluating the adequacy of the allowance for loan and lease losses, management also considers the probable effect that current internal and external environmental factors could have on the historical loss factors. While our allowance for loan and lease losses is established in different portfolio components, we maintain an allowance that we believe is sufficient to absorb all credit losses inherent in our portfolio.
 
With the exception of the commercial and construction loan pools and residential mortgages with a 60% or lower loan-to-value , loans that are more than 90 days delinquent result in an additional allowance. When commercial and construction loans become impaired, each is subjected to full review by the loan review officer including, but not limited to, a review of financial statements, repayment ability and collateral held. Depending on the review results, our allowance may be increased. In connection with this review, the loan review officer will determine what economic factors may have led to the change in the client’s ability to service the obligation, and this in turn may result in an additional review of a particular sector of the economy. For additional information relating to how each portion of the allowance for loan and lease losses is determined, see the section of this discussion and analysis captioned “Allowance for Loan and Lease Losses.”
 
We believe that our allowance for loan and lease losses is adequate; however, regulatory agencies, including the Commissioner of Financial Institutions of Puerto Rico and the Federal Deposit Insurance Corporation, as an integral part of their examination process, periodically review our allowance for loan and lease losses and may from time to time require us to reclassify our loans and leases or make additional provisions to our allowance for loan and lease losses.
 
Other Real Estate Owned and Repossessed Assets
 
Other real estate owned, or OREO, and repossessed assets, normally obtained through foreclosure or other workout situations, are initially recorded at the lower of net realizable value or book value at the date of foreclosure, establishing a new cost basis. Any resulting loss is charged to the allowance for loan and lease losses. Appraisals of other real estate properties are made periodically after their acquisition, as necessary. Valuations of repossessed assets are made quarterly after their acquisition. For OREO and repossessed assets, a comparison between the appraised value and the carrying value is performed. Additional declines in value after acquisition, if any, are charged to current operations. Other real estate owned amounted to $4.3 million, $3.6 million, and $3.8 million as of September 30, 2007, December 31, 2006 and September 30, 2006, respectively.
 
Other repossessed assets amounted to $6.2 million, $9.4 million and $10.0 million as of September 30, 2007, December 31, 2006 and September 30, 2006, respectively. Other repossessed assets are mainly comprised of vehicles from our leasing operation. For additional information relating to the composition of other repossessed assets, see the section of this discussion and analysis captioned “Nonperforming Loans, Leases and Assets.”
 
We monitor the total loss ratio on sale of repossessed assets, which is determined by dividing the sum of declines in value, repairs, and gain or loss on sale by the book value of repossessed assets sold at the time of repossession. The total loss ratio on sale of repossessed vehicles for the quarter and nine-month period ended September 30, 2007 was 14.31% and 13.66%, respectively, compared to 11.36% and 6.24% for the same periods in 2006. This increase in our total loss ratio on the sale of repossessed vehicles was directly attributable to our strategy of being more aggressive in the sale of repossessed vehicles in an attempt to expedite the disposition of slow moving inventory. This strategy resulted in an increase of approximately 24% and 86% in the number of repossessed vehicles in inventory over six months that were sold during the quarter and nine-month period ended September 30, 2007, respectively, when compared to the same periods in 2006. During the quarter and nine-month period ended September 30, 2007, we sold 92 and 342 units in inventory over six months, respectively, compared to 74 and 184 units in inventory over six months sold during the same periods in 2006.
 
21

For the quarter and nine-month period ended September 30, 2007, the total gain on sale of repossessed equipment was $50,000 and $31,000, respectively, compared to a total loss of $5,000 and a total gain of $62,000 for the same periods in 2006.
 
For the quarter and nine-month period ended September 30, 2007, the total loss on sale of repossessed boats was $74,000 and $251,000, respectively, compared to $251,000 and $477,000 for the same periods in 2006. The boat financing portfolio amounted to $37.1 million and $38.3 million as of September 30, 2007 and 2006, respectively.
 
During the quarter and nine-month period ended September 30, 2007, two OREO properties and three OREO properties were sold resulting in a total loss of $118,000 and $139,000, respectively, compared to four OREO properties sold during the nine-month period ended September 30, 2006, which resulted in no loss for the Company. No repossessed properties were sold during the third quarter of 2006.
 
Results of Operations for the Quarter and Nine Months Ended September 30, 2007
 
Net Interest Income and Net Interest Margin
 
Net interest income is the difference between interest income, principally from loan, lease and investment securities portfolios, and interest expense, principally on customer deposits and borrowings. Net interest income is our principal source of earnings. Changes in net interest income result from changes in volume, spread and margin. Volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities. Spread refers to the difference between the yield on average interest-earning assets and the average cost of interest-bearing liabilities. Margin refers to net interest income divided by average interest-earning assets, and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities.
 
Net interest income increased by 3.19%, or $530,000, and by 1.24%, or $632,000, to $17.1 million and $51.6 million in the quarter and nine-month period ended September 30, 2007, respectively, from $16.6 million and $51.0 for the same periods in 2006. This increase resulted from the combined effect of a net increase in volumes and a net increase in rates as shown on tables on pages 24 and 25.
 
  Total interest income increased by 4.39% and 8.00% to $43.7 million and $129.0 million for the quarter and nine-month period ended September 30, 2007, respectively, compared to $41.9 million and $119.4 million for the same periods in 2006. These increases were driven by the combination of a slight increase in average interest-earning assets and increased yields resulting from higher interest rates. Our average interest-earning assets increased by $5.8 million, or by 0.24%, and by $29.3 million, or by 1.26%, to $2.383 billion and $2.359 billion in the quarter and nine-month period ended September 30, 2007, respectively, from $2.378 billion and $2.330 billion for the same periods in 2006. Average net loans increased by $135.9 million, or by 8.15%, and by $145.2 million, or by 8.96%, to $1.803 billion and $1.767 billion in the quarter and nine-month period ended September 30, 2007, respectively, from $1.667 billion and $1.621 billion for the same periods in 2006. The yield on average interest-earning assets for the quarter and nine-month period ended September 30, 2007 increased to 7.82% and 7.78%, respectively, from 7.67% and 7.46% for the same periods in 2006.
 
Total interest expense increased by 5.17% and 13.03% to $26.6 million and $77.4 million in the quarter and nine-month period ended September 30, 2007, respectively, from $25.3 million and $68.5 million in the same periods of 2006. This increase resulted from the combined effect of higher volumes of interest-bearing liabilities and the higher cost of funds mainly on brokered deposits and jumbo deposits. Average interest-bearing liabilities increased by 0.73% and 1.63% to $2.157 billion and $2.128 billion in the quarter and nine-month period ended September 30, 2007, respectively, from $2.142 billion and $2.094 billion for the same periods in 2006. The rate we paid on average interest-bearing liabilities for the quarter and nine-month period ended September 30, 2007 increased to 5.51% and 5.44%, respectively, from 5.47% and 5.02% for the same periods in 2006.
 
For the third quarter of 2007, net interest margin and net interest spread on a fully taxable equivalent basis was to 2.83% and 2.31%, respectively, compared to 2.92% and 2.38% for the quarter ended June 30, 2007, and 2.74% and 2.20% for the third quarter of 2006. Our net interest margin and net interest spread for the third quarter of 2007 was impacted by an increase of approximately $391,000 in interest receivable reversed in connection to commercial loans placed in nonaccrual status during the quarter ended September 30, 2007 in excess of the amount of interest receivable reversed on commercial loans during the second quarter of 2007. Without the effect of the $391,000 in reversed interest receivable, net interest margin and net interest spread on a fully taxable basis would have been 2.90% and 2.38% for the quarter ended September 30, 2007, respectively. The increase in net interest margin and net interest spread during the quarter ended September 30, 2007 when compared to the same period in 2006 was primarily attributable to an increase in the yields of our loans and investments portfolios, which outpaced the increase in borrowing costs.
 
22

For the nine-month period ended September 30, 2007, the net interest margin and net interest spread on a fully taxable equivalent basis decreased to 2.88% and 2.34%, respectively, from 2.95% and 2.44% for the same period in 2006. The decline in margin and spread during the nine-month period ended September 30, 2007 when compared to the same period in 2006 was primarily caused by the increase in the average cost of interest bearing liabilities as a result of: (i) the rising short-term interest rates and the flat yield curve, which caused short-term borrowing costs to increase at a faster rate than the yield on earning assets; and (ii) the increase in average deposits, which has been comprised substantially of brokered deposits and higher rate time deposits driven by the extremely competitive local operating environment.
 

23


The following tables set forth, for the periods indicated, our average balances of assets, liabilities and stockholders’ equity, in addition to the major components of net interest income and our net interest margin. Net loans and leases shown on these tables include nonaccrual loans although interest accrued but not collected on these loans is placed in nonaccrual status and reversed against interest income.
 

 
 
   
Three Months Ended September 30,
 
   
2007
   
2006 (8)
 
   
Average
         
Average
         
   
Balance
 
Interest
 
Rate/ Yield (1)
   
Balance
 
Interest
 
Rate/ Yield (1)
 
   
(Dollars in thousands)
 
 
ASSETS:
 
 
                       
Interest-earning assets:
                           
Net loans and leases (2)
 
$
1,803,002
 
$
36,677
   
8.22
%
 
$
1,667,054
 
$
33,649
   
8.17
%
Securities of U.S. government agencies (3)
   
453,776
   
5,345
   
6.55
     
607,218
   
6,919
   
6.55
 
Other investment securities (3)
   
60,957
   
821
   
7.49
     
46,667
   
581
   
7.03
 
Puerto Rico government obligations (3)
   
7,191
   
89
   
6.88
     
9,850
   
113
   
6.58
 
Securities purchased under agreements to resell and federal funds sold
   
36,760
   
516
   
6.44
     
35,444
   
482
   
5.69
 
Interest-earning deposits
   
21,635
   
287
   
5.31
     
11,293
   
152
   
5.38
 
Total interest-earning assets
 
$
2,383,321
 
$
43,735
   
7.82
%
 
$
2,377,526
 
$
41,896
   
7.67
%
Total noninterest-earning assets
   
99,439
                 
83,888
             
TOTAL ASSETS
 
$
2,482,760
               
$
2,461,414
             
                                         
LIABILITIES AND STOCKHOLDERS’ EQUITY:
                                       
Interest-bearing liabilities:
                                       
Money market deposits
 
$
18,418
 
$
146
   
3.19
%
 
$
23,791
 
$
141
   
2.39
%
NOW deposits
   
47,679
   
309
   
2.60
     
48,838
   
291
   
2.39
 
Savings deposits
   
136,910
   
865
   
2.53
     
172,836
   
1,013
   
2.35
 
Time certificates of deposit in denominations of $100,000 or more (4)
   
1,490,147
   
19,231
   
5.55
     
1,242,217
   
15,225
   
5.33
 
Other time deposits
   
90,154
   
1,002
   
4.46
     
109,847
   
1,060
   
3.87
 
Other borrowings
   
374,091
   
5,072
   
7.21
     
544,248
   
7,585
   
7.53
 
Total interest-bearing liabilities
 
$
2,157,399
 
$
26,625
   
5.51
%
 
$
2,141,777
 
$
25,315
   
5.47
%
Noninterest-bearing liabilities:
                                       
Noninterest-bearing deposits
   
116,748
                 
128,918
             
Other liabilities
   
33,941
                 
27,177
             
Total noninterest-bearing liabilities
   
150,689
                 
156,095
             
STOCKHOLDERS’ EQUITY
   
174,672
                 
163,542
             
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
2,482,760
               
$
2,461,414
             
Net interest income (5)
       
$
17,110
               
$
16,581
       
Net interest spread (6)
               
2.31
%
               
2.20
%
Net interest margin (7)
               
2.83
%
               
2.74
%
__________
(1)   Yield and expense is calculated on a fully taxable equivalent basis assuming a 39% and 43.5% tax rate for the quarters ended September 30, 2007 and 2006, respectively.
 
(2)   The amortization of net loan costs or fees have been included in the calculation of interest income. Net loan costs were approximately $524,000 and $715,000 for the third quarters ended September 30, 2007 and 2006, respectively. Loans include nonaccrual loans, which balance as of the periods ended September 30, 2007 and 2006 was $55.3 million and $33.9 million, respectively, and are net of the allowance for loan and lease losses, deferred fees, unearned income, and related direct costs.
 
(3)   Available-for-sale investments are adjusted for unrealized gain or loss.
 
(4)   For the quarter ended September 30, 2007, interest expense on time certificates of deposit in denominations of $100,000 or more was reduced by approximately $185,000 of capitalized interest on construction in progress. This capitalized interest was mainly related to the improvements being performed to our new headquarters purchased in February 2007. Without the effect of the capitalized interest of $185,000, our net interest margin and spread on a fully taxable basis for the quarter ended September 30, 2007 would have been 2.80% and 2.27%, respectively.
 
(5)   Net interest income on a tax equivalent basis was $16.9 million and $16.3 million for the first quarters ended September 30, 2007 and 2006, respectively.
 
24

(6)   Represents the rate earned on average interest-earning assets less the rate paid on average interest-bearing liabilities on a fully taxable equivalent basis.
 
(7)   Represents net interest income on a fully taxable equivalent basis as a percentage of average interest-earning assets.
 
(8)   Certain adjustments resulting from the initial adoption of SAB 108 as of December 31, 2006 were made to comparable period in 2006.
 
 
   
Nine Months Ended September 30,
 
   
2007
   
2006 (8)
 
 
 
Average
 
 
 
 
 
 
Average
         
   
Balance
 
Interest
 
Rate/ Yield (1)
   
Balance
 
Interest
 
Rate/ Yield (1)
 
 
 
(Dollars in thousands)
 
ASSETS:
 
 
                       
Interest-earning assets:
                           
Net loans and leases (2)
 
$
1,766,569
 
$
107,657
   
8.21
%
 
$
1,621,344
 
$
95,523
   
7.95
%
Securities of U.S. government agencies (3)
   
477,360
   
16,724
   
6.49
     
611,881
   
20,463
   
6.40
 
Other investment securities (3)
   
57,712
   
2,059
   
7.38
     
44,921
   
1,623
   
6.82
 
Puerto Rico government obligations (3)
   
8,732
   
307
   
6.52
     
9,256
   
300
   
6.20
 
Securities purchased under agreements to resell and federal funds sold
   
33,974
   
1,415
   
6.36
     
35,458
   
1,249
   
5.15
 
Interest-earning deposits
   
21,114
   
836
   
5.28
     
7,276
   
287
   
5.26
 
Total interest-earning assets
 
$
2,359,461
 
$
128,998
   
7.78
%
 
$
2,330,136
 
$
119,445
   
7.46
%
Total noninterest-earning assets
   
97,860
                 
79,799
             
TOTAL ASSETS
 
$
2,457,321
               
$
2,409,935
             
                                         
LIABILITIES AND STOCKHOLDERS’ EQUITY:
                                       
Interest-bearing liabilities:
                                       
Money market deposits
 
$
18,044
 
$
377
   
2.80
%
 
$
27,164
 
$
458
   
2.27
%
NOW deposits
   
47,648
   
867
   
2.43
     
46,405
   
774
   
2.23
 
Savings deposits
   
144,446
   
2,713
   
2.51
     
193,378
   
3,390
   
2.34
 
Time certificates of deposit in denominations of $100,000 or more (4)
   
1,442,437
   
55,063
   
5.49
     
1,205,427
   
41,231
   
4.97
 
Other time deposits
   
91,797
   
2,971
   
4.32
     
117,232
   
3,160
   
3.60
 
Other borrowings
   
383,712
   
15,395
   
7.10
     
504,246
   
19,452
   
6.90
 
Total interest-bearing liabilities
 
$
2,128,084
 
$
77,386
   
5.44
%
 
$
2,093,852
 
$
68,465
   
5.02
%
Noninterest-bearing liabilities:
                                       
Noninterest-bearing deposits
   
119,737
                 
129,046
             
Other liabilities
   
35,811
                 
23,634
             
Total noninterest-bearing liabilities
   
155,548
                 
152,680
             
STOCKHOLDERS’ EQUITY
   
173,689
                 
163,403
             
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
2,457,321
               
$
2,409,935
             
Net interest income (5)
       
$
51,612
               
$
50,980
       
Net interest spread (6)
               
2.34
%
               
2.44
%
Net interest margin (7)
               
2.88
%
               
2.95
%
__________
(1)   Yield and expense is calculated on a fully taxable equivalent basis assuming a 39% and 43.5% tax rate for the nine-month period ended September 30, 2007 and 2006, respectively.
 
(2)   The amortization of net loan costs or fees have been included in the calculation of interest income. Net loan costs were approximately $805,000 and $1.9 million for the nine-month periods ended September 30, 2007 and 2006, respectively. Loans include nonaccrual loans, which balance as of the periods ended September 30, 2007 and 2006 was $55.3 million and $33.9 million, respectively, and are net of the allowance for loan and lease losses, deferred fees, unearned income, and related direct costs.
 
(3)   Available-for-sale investments are adjusted for unrealized gain or loss.
 
(4)   For the nine months ended September 30, 2007, interest expense on time certificates of deposit in denominations of $100,000 or more was reduced by approximately $475,000 of capitalized interest on construction in progress. This capitalized interest was mainly related to the improvements being performed to our new headquarters purchased in February 2007. Without the effect of the capitalized interest of $475,000, our net interest margin and spread on a fully taxable basis for the nine months ended September 30, 2007 would have been 2.85% and 2.31%, respectively.
 
(5)   Net interest income on a tax equivalent basis was $51.0 million and $51.6 million for the nine-month period ended September 30, 2007 and 2006, respectively.
 
25

(6)   Represents the rate earned on average interest-earning assets less the rate paid on average interest-bearing liabilities on a fully taxable equivalent basis.
 
(7)   Represents net interest income on a fully taxable equivalent basis as a percentage of average interest-earning assets.
 
(8)   Certain adjustments resulting from the initial adoption of SAB 108 as of December 31, 2006 were made to comparable period in 2006.
 
The following table sets forth, for the periods indicated, the dollar amount of changes in interest earned and paid for interest-earning assets and interest-bearing liabilities and the amount of change attributable to changes in average daily balances (volume) or changes in average daily interest rates (rate). All changes in interest owed and paid for interest-earning assets and interest-bearing liabilities are attributable to either volume or rate. The impact of changes in the mix of interest-earning assets and interest-bearing liabilities is reflected in our net interest income.
 
   
Three Months Ended September 30,
2007 Over 2006 (2)
Increases/(Decreases)
Due to Change in
 
Nine Months Ended September 30,
2007 Over 2006 (2)
Increases/(Decreases)
Due to Change in
 
   
Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
 
   
(In thousands)
 
INTEREST EARNED ON:
                         
Net loans (1)
 
$
2,744
 
$
284
 
$
3,028
 
$
8,556
 
$
3,578
 
$
12,134
 
Securities of U.S. government agencies
   
(1,748
)
 
174
   
(1,574
)
 
(4,499
)
 
760
   
(3,739
)
Other investment securities
   
178
   
62
   
240
   
245
   
191
   
436
 
Puerto Rico government obligations
   
(31
)
 
7
   
(24
)
 
(17
)
 
24
   
7
 
Securities purchased under agreements to resell and federal funds sold
   
18
   
16
   
34
   
(52
)
 
218
   
166
 
Interest-earning time deposits
   
139
   
(4
)
 
135
   
546
   
3
   
549
 
                                       
Total interest-earning assets
 
$
1,300
 
$
539
 
$
1,839
 
$
4,779
 
$
4,774
 
$
9,553
 
                                       
INTEREST PAID ON:
                                     
Money market deposits
   
($32
)
$
37
 
$
5
   
($154
)
$
73
   
($81
)
NOW deposits
   
(7
)
 
25
   
18
   
21
   
72
   
93
 
Savings deposits
   
(211
)
 
63
   
(148
)
 
(858
)
 
181
   
(677
)
Time certificates of deposit in denominations of $100,000 or more
   
3,039
   
967
   
4,006
   
8,107
   
5,725
   
13,832
 
Other time deposits
   
(190
)
 
132
   
(58
)
 
(686
)
 
497
   
(189
)
Other borrowings
   
(2,371
)
 
(142
)
 
(2,513
)
 
(4,650
)
 
593
   
(4,057
)
                                       
Total interest-bearing liabilities
 
$
228
   
($1,082
)
$
1,310
 
$
1,780
 
$
7,141
 
$
8,921
 
                                       
Net interest income
 
$
1,072
   
($543
)
$
529
 
$
2,999
   
($2,367
)
$
632
 

 
__________
(1)   The amortization of net loan costs or fees have been included in the calculation of interest income. Net loan costs were approximately $524,000 and $805,000 for the quarter and nine-month period ended September 30, 2007, respectively, compared to $715,000 and $1.9 million for the same periods in 2006. Loans include nonaccrual loans, which balance as of the periods ended September 30, 2007 and 2006 was $55.3 million and $33.9 million, respectively, and are net of the allowance for loan and lease losses, deferred fees, unearned income, and related direct costs.
 
(2)   Certain adjustments resulting from the initial adoption of SAB 108 as of December 31, 2006 were made to comparable periods in 2006.
 

 
Provision for Loan and Lease Losses
 
The provision for loan and lease losses is a direct result of the periodic evaluation of the allowance for possible loan and lease losses, considering the growth in the loan portfolio, net-charge offs, delinquencies, related loss experience, and current internal and external environmental factors. We determine a provision for loan and lease losses that we consider sufficient to maintain an allowance to absorb probable losses inherent in our portfolio as of the balance sheet date. For additional information concerning this determination, see the section of this discussion and analysis captioned “Allowance for Loan and Lease Losses.”
 
26

In the quarter and nine-month period ended September 30, 2007, our provision for loan and lease losses increased to $9.6 million and $18.5 million, respectively, from $4.8 million and $11.6 million for the same periods in 2006. For the quarter and nine-month period ended September 30, 2007, the provision for loan and lease losses as a percentage of net charge-offs was 241.36% and 163.82%, respectively, compared to 94.50% and 101.86% for the same periods in 2006. The increase in our provision for loan and lease losses during the nine-month period ended September 30, 2007 when compared to the same period in 2006 was mainly caused by: (i) three business relationships, which became impaired during the third quarter of 2007 and required a specific allowance of $4.5 million; and (ii) the net losses experienced, mainly in our leasing portfolio, combined with the growth of our loan portfolio. These business relationships were comprised of two real estate secured commercial business relationships in the food retailing and security systems industries, respectively, which amounted to $8.8 million with loan-to-values exceeding 100% , and another not secured by real estate commercial business relationship in the general freight industry, which amounted to $1.2 million. For more detail on net charge-offs please refer to the “Allowance for Loan and Lease Losses” section herein.
 
Noninterest Income
 
The following tables set forth the various components of our noninterest income for the periods indicated:
 
   
Three Months Ended September 30,  
 
 
 
2007  
 
2006  
 
 
 
(Amount)  
 
(%)  
 
(Amount)  
 
(%)  
 
   
(Dollars in thousands)
 
Service charges and other fees
 
$
2,395
   
108.2
%
$
2,156
   
121.2
%
Gain on sale of loans , net
   
77
   
3.5
   
133
   
7.5
 
Loss on sale of repossessed assets and on disposition of other assets, net
   
(259
)
 
(11.7
)
 
(511
)
 
(28.7
)
                           
Total noninterest income
 
$
2,213
   
100.0
%
$
1,778
   
100.0
%

 
   
Nine Months Ended September 30,  
 
 
 
2007  
 
2006  
 
 
 
(Amount)  
 
(%)  
 
(Amount)  
 
(%)  
 
   
(Dollars in thousands)
 
Service charges and other fees
 
$
7,183
   
114.6
%
$
6,228
   
93.1
%
Gain on sale of loans , net
   
239
   
3.8
   
262
   
3.9
 
(Loss) gain on sale of repossessed assets and on disposition of other assets, net
   
(1,154
)
 
(18.4
)
 
201
   
3.0
 
                           
Total noninterest income
 
$
6,268
   
100.0
%
$
6,691
   
100.0
%
 
Our total noninterest income for the quarter and nine-month period ended September 30, 2007 was $2.2 million and $6.3 million, respectively, compared to $1.8 million and $6.7 million for the same periods in 2006. For the quarter and nine-month period ended September 30, 2007, noninterest income represented approximately 0.09% and 0.26% of average assets, respectively, compared to 0.07% and 0.28% for the same periods in 2006.
 
Our largest noninterest income source is service charges, primarily on deposit accounts. The service charges and other fees increased to $2.4 million and $7.2 million in the quarter and nine-month period ended September 30, 2007, respectively, from $2.2 million and $6.2 million for the same periods in 2006. This increase was primarily due to an increase in service charges, mainly non-sufficient fund charges on deposit accounts and an increase in miscellaneous income mainly related to our credit card operations.
 
During the quarter and nine-month period ended September 30, 2007, we experienced a net loss on sale of repossessed assets of $259,000 and $1.2 million, respectively, compared to a net loss of $511,000 and a net gain of $201,000 during the same periods in 2006. These changes mainly resulted from our strategy of being more aggressive in the sale of repossessed vehicles in an effort to expedite the disposition of slow moving inventory, as previously explained, primarily during the first and second quarter of 2007.
 
For the quarter and nine-month period ended September 30, 2007, gain on sale of loans was $77,000 and $239,000, respectively, compared to $133,000 and $262,000 for the same periods in 2006. This source of noninterest income was mainly derived from the sale of residential mortgage loans. During the quarter and nine-month period ended September 30, 2007, we sold $3.7 million and $11.3 million in residential mortgage loans to other financial institutions, respectively, compared to $4.7 million and $9.6 million for the same periods in 2006. We did not retain the servicing rights on these residential mortgage loans and we accounted for these transactions as sales.
 
27

Noninterest Expense
 
The following tables set forth a summary of noninterest expenses for the periods indicated:
 
   
Three Months Ended September 30,
 
 
 
2007
 
2006 (1)
 
   
(Amount)
 
(%)
 
(Amount)
 
(%)
 
   
(Dollars in thousands)
 
Salaries and employee benefits
 
$
4,950
   
40.1
%
$
4,536
   
39.4
%
Occupancy and equipment
   
2,812
   
22.8
   
2,542
   
22.2
 
Professional services, including directors’ fees
   
1,444
   
11.7
   
967
   
8.4
 
Office supplies
   
319
   
2.6
   
330
   
2.9
 
Other real estate owned and other repossessed assets expenses
   
498
   
4.0
   
1,012
   
8.8
 
Promotion and advertising
   
375
   
3.0
   
324
   
2.8
 
Lease expenses
   
120
   
1.0
   
157
   
1.4
 
Insurance
   
479
   
3.9
   
293
   
2.6
 
Municipal and other taxes
   
500
   
4.1
   
420
   
3.7
 
Commissions and service fees credit and debit cards
   
324
   
2.6
   
318
   
2.8
 
Other noninterest expense
   
521
   
4.2
   
577
   
5.0
 
Total noninterest expense
 
$
12,342
   
100.0
%
$
11,476
   
100.0
%
__________
(1)   Certain adjustments resulting from the initial adoption of SAB 108 as of December 31, 2006 were made to comparable periods in 2006.
 
   
Nine Months Ended September 30,
 
 
 
2007
 
2006 (1)
 
   
(Amount)
 
(%)
 
(Amount)
 
(%)
 
   
(Dollars in thousands)
 
Salaries and employee benefits
 
$
15,849
   
43.1
%
$
14,012
   
42.5
%
Occupancy and equipment
   
8,041
   
21.9
   
7,024
   
21.3
 
Professional services, including directors’ fees
   
3,319
   
9.0
   
3,155
   
9.5
 
Office supplies
   
1,018
   
2.8
   
1,023
   
3.1
 
Other real estate owned and other repossessed assets expenses
   
1,698
   
4.6
   
1,742
   
5.3
 
Promotion and advertising
   
1,126
   
3.1
   
841
   
2.5
 
Lease expenses
   
399
   
1.1
   
479
   
1.4
 
Insurance
   
1,409
   
3.8
   
794
   
2.4
 
Municipal and other taxes
   
1,342
   
3.7
   
1,237
   
3.7
 
Commissions and service fees credit and debit cards
   
1,036
   
2.8
   
997
   
3.0
 
Other noninterest expense
   
1,500
   
4.1
   
1,738
   
5.3
 
Total noninterest expense
 
$
36,737
   
100.0
%
$
33,042
   
100.0
%
__________
(1)   Certain adjustments resulting from the initial adoption of SAB 108 as of December 31, 2006 were made to comparable periods in 2006.
 
Our total noninterest expense increased to $12.3 million and $36.7 million in the quarter and nine-month period ended September 30, 2007, respectively, compared to $11.5 million and $33.0 million for the same periods in 2006. These changes represent an increase of 7.55% and 11.18% in noninterest expense over the same periods in 2006, respectively. This increase can be attributed mainly to increases in personnel and occupancy expenses. Noninterest expenses as a percentage of average assets changed to 0.50% and 1.50% in the quarter and nine-month period ended September 30, 2007, respectively, compared to 0.47% and 1.37% for the same periods in 2006. Our efficiency ratio was 64.68% and 64.19% in the quarter and nine-month period ended September 30, 2007, respectively, compared to 63.42% and 56.66% for the same periods in 2006. The efficiency ratio is determined by dividing total noninterest expense by an amount equal to net interest income on a fully taxable equivalent basis plus noninterest income.
 
28

We anticipate that the overall volume of our noninterest expense will continue to increase as we grow. However, we remain committed to controlling costs and efficiency and expect to moderate these increases relative to our revenue growth.
 
Salaries and employee benefits totaled $5.0 million and $15.8 million for the quarter and nine-month period ended September 30, 2007, respectively, compared to $4.5 million and $14.0 million for the same periods in 2006, representing an increase of 9.13% and 13.11% for the comparable periods, respectively. This increase in salaries and employee benefits resulted from the increases in personnel, primarily in our residential mortgage and trust operations, the expansion of our branch network, normal salary increases and related employees’ benefits, and $93,000 in one-time employee termination benefits in connection with an information technology outsourcing agreement we entered with Telefónica Empresas in August 2007. As of September 30, 2007, we had 505 full-time equivalent employees, compared with 492 full-time equivalent employees as of September 30, 2006. Our volume of assets per employee remained at $5.1 million as of September 30, 2007, when comparing to the same period in 2006.
 
Occupancy and equipment expenses totaled $2.8 million and $8.0 million for the quarter and nine-month period ended September 30, 2007, respectively, compared to $2.5 million and $7.0 million for the same periods in 2006, representing an increase of 10.62% and 14.48% for the comparable periods, respectively. This increase was mainly attributable to increased rent, equipment maintenance, property tax expenses, and data, communications, and security services related, in part, to the expansion of our branch network.
 
Professional and directors’ fees were $1.4 million and $3.3 million, or 11.7% and 9.0% of total noninterest expenses, for the quarter and nine-month period ended September 30, 2007, respectively, compared to $967,000 and $3.2 million, or 8.4% and 9.5% of total noninterest expenses, for the same periods in 2006. The increase during the quarter and nine-month period ended September 30, 2007 when compared to the same periods in 2006 was mainly due to $73,000 in one-time fees related to an information technology outsourcing agreement, as previously explained, $125,000 in legal fees related to this outsourcing agreement, and $441,000 mainly in other BSA compliance consultations services, of which $250,000 was recorded during the third quarter of 2007, net of $300,000 related to additional expenses billed by our former external auditor during the first quarter of 2006.
 
Our expenses related to OREO and repossessed assets were $498,000 and $1.7 million, or 4.0% and 4.6% of total noninterest expenses, for the quarter and nine-month period ended September 30, 2007, respectively, compared to $1.0 million and $1.7 million, or 8.8% and 5.3% of total noninterest expenses, for the same periods in 2006. The decrease in other real estate owned and repossessed assets expenses during the quarter ended September 30,2007 when compared to the same quarter in 2006 resulted from a decrease in the valuation allowance for subsequent declines in value, mainly related to a decrease in the inventory of repossessed vehicles over six months. The number of repossessed vehicles in inventory over six months as of September 30, 2007 decreased to 53 units, or by approximately 67%, from 160 units as of September 30, 2006. We continue monitoring this inventory very closely and taking measures to expedite its disposition. Repossessed assets are initially recorded at the lower of net realizable value or book value upon repossession and resulting losses are charged to the allowance for loan and lease losses. These assets are then periodically evaluated and recorded at net realizable value. Any subsequent decline in the net realizable value is charged to current operations.
 
Promotion and advertising increased to $375,000 and $1.1 million for the quarter and nine-month period ended September 30, 2007, respectively, from $324,000 and $841,000 for the same periods in 2006. This increase was mainly attributable to an advertising campaign, primarily related to our residential mortgage loan department, to take advantage of opportunities on the Island.
 
Insurance expenses were $479,000 and $1.4 million, or 3.9% and 3.8% of total noninterest expenses, for the quarter and nine-month period ended September 30, 2007, respectively, compared to $293,000 and $794,000, or 2.6% and 2.4% of total noninterest expense, for the same periods in 2006. This increase was mainly attributable to the FDIC’s new insurance premium assessment, which commenced in January 2007.
 
Other noninterest expenses were $521,000 and $1.5 million for the quarter and nine-month period ended September 30, 2007, respectively, compared to $577,000 and $1.7 million for the same periods in 2006. The decrease in other noninterest expenses for the nine-month period ended September 30, 2007 when compared to the same period in 2006 was mainly related to a decrease in the provision for losses on off-balance sheet items and insurance claim receivables. Other noninterest expenses are mainly comprised of loan processing and other miscellaneous expenses.
 
29

Provision for Income Taxes  
 
Puerto Rico income tax law does not provide for the filing of a consolidated tax return; therefore, the income tax expense reflected in our consolidated income statement is the sum of our income tax expense and the income tax expenses of our individual subsidiaries. Our revenues are generally not subject to U.S. federal income tax.
 
For the quarter and nine-month period ended September 30, 2007, we recorded an income tax benefit of $1.4 million and $30,000, respectively, compared to an income tax expense of $515,000 and $4.9 million for the same periods in 2006. Our income tax benefit of $1.4 million and $30,000 for the quarter and nine-month period ended September 30, 2007 was comprised of a current income tax expense of $935,000 and $3.8 million, and a deferred tax benefit of $2.3 million and $3.8 million, respectively, as explained further below.
 
Our current income tax expense for the quarter ended September 30, 2007 decreased to $935,000, from $1.3 million for the same quarter in 2006. For the nine-month period ended September 2007, the current income tax expense decrease to $3.8 million, from $5.9 million for the same period in 2006. This decrease in our current income tax expense was mainly due to the net effect of: (i) a reduction in our income before taxes, (ii) an increase in the net exempt income during 2007; (iii) the total consumption during the quarter ended March 31, 2006 of net operating losses from acquired financial institutions; and (iv) the termination on December 31, 2006 of the additional transitory taxes of 4.5% imposed by the Puerto Rico Legislature in 2006.
 
Our deferred tax benefit for the quarter ended September 30, 2007 increased to $2.3 million, from $528,000 for the same quarter in 2006. For the nine-month period ended September 2007, the deferred tax benefit increased to $3.8 million, from $613,000 for the same period in 2006. This increase was mainly due to the combined effect of (i) an increase in deferred tax assets mainly related to the increase in our provision for loan and lease losses as of September 30, 2007, primarily during the third quarter of 2007; and (ii) the total consumption during the quarter ended March 31, 2006 of net operating losses from acquired financial institutions, as previously mentioned.
 
As of September 30, 2007, we had net deferred tax assets of $10.1 million, compared to $6.3 million and $6.2 million as of December 31, 2006 and September 30, 2006, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities; projected future taxable income; our compliance with the Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes ; and tax planning strategies in making this assessment. We believe it is more likely than not that the benefits of these deductible differences at September 30, 2007 will be realized.
 
Financial Condition
 
Our total assets as of September 30, 2007 were $2.561 billion, compared to $2.501 billion as of December 31, 2006. The $59.7 million increase in our total assets during the nine-month period ended September 30, 2007 was primarily due to the net effect of (i) a $35.4 million decrease in interest bearing deposits; (ii) a $12.4 million decrease in securities purchased under agreements to resell; (iii) a $5.6 million increase in the investment securities portfolio; (iv) a $86.6 million increase in net loans; and (v) a $15.0 million increase in premises and equipment, mainly from the acquisition of land and an office building to serve as our new headquarters.
 
Our total deposits increased by $58.6 million, or by 4.10% on an annualized basis, to $1.964 billion as of September 30, 2007, compared to $1.905 billion as of December 31, 2006. The increase in deposits during the nine-month period ended September 30, 2007 was mainly concentrated in brokered deposits, as further explained in the section of this discussion and analysis captioned “Deposits.” O ther borrowings decreased to $382.5 million as of September 30, 2007, from $395.0 million as of December 31, 2006. This change in other borrowings was mainly concentrated in the securities sold under agreements to repurchase and notes payable to the Federal Home Loan Bank, as explained further below.
 
As of September 30, 2007, our stockholders’ equity was $175.4 million, compared to $169.9 million as of December 31, 2006. In addition to earnings and losses from operations, stock options exercised and stock repurchases, our stockholders’ equity was also impacted by accumulated other comprehensive losses of $2.9 million and $7.6 million as of September 30, 2007 and December 31, 2006, respectively.
 
30

Short-Term Investments and Interest-bearing Deposits in Other Financial Institutions
 
We sell federal funds, purchase securities under agreements to resell, and deposit funds in interest-bearing accounts in other financial institutions to help meet liquidity requirements and provide temporary holdings until the funds can be otherwise deployed or invested. As of September 30, 2007, we had $13.6 million in interest-bearing deposits in other financial institutions, compared to $49.1 million as of December 31, 2006. Also, we had $38.8 million and $51.2 million in purchased securities under agreements to resell as of September 30, 2007 and December 31, 2006, respectively. This reduction in interest-bearing deposits and short-term investments was mainly used to fund the growth in our loan portfolio. On a fully taxable equivalent basis, the yield on interest-bearing deposits and the purchased securities under agreements to resell was 5.95% and 5.46% for the nine-month period ended September 30, 2007 and the year 2006, respectively.
 
Investment Securities
 
Our investment portfolio primarily serves as a source of interest income and, secondarily, as a source of liquidity and a management tool for our interest rate sensitivity. We manage our investment portfolio according to a written investment policy implemented by our Asset/Liability Management Committee. Our investment policy is reviewed at least annually by our Board of Directors. Investment balances, including cash equivalents and interest-bearing deposits in other financial institutions, are subject to change over time based on our asset/liability funding needs and our interest rate risk management objectives. Our liquidity levels take into consideration anticipated future cash flows and all available sources of credits and are maintained at levels management believes are appropriate to assure future flexibility in meeting our anticipated funding needs.
 
Our investment portfolio mainly consists of securities classified as “available-for-sale” and a small portion of securities we intend to hold until maturity, or “held-to-maturity securities.” The carrying values of our available-for-sale securities are adjusted for unrealized gain or loss as a valuation allowance, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income (loss). Held-to-maturity securities are presented at amortized cost.
 
The following table presents the composition, book value and fair value of our investment portfolio by major category as of the dates indicated:
 
   
Available-for-Sale
 
Held-to-Maturity
 
Other Investments
 
Total
 
   
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 
   
(Dollars in thousands)
 
September 30, 2007:
                                 
U.S. government agencies obligations
 
$
152,035
 
$
151,210
 
$
2,845
 
$
2,795
 
$
 
$
 
$
154,880
 
$
154,005
 
Collateralized mortgage obligations
   
317,325
   
315,333
   
25,238
   
24,690
   
   
   
342,563
   
340,023
 
Mortgage-backed securities
   
68,869
   
68,773
   
4,810
   
4,663
   
   
   
73,679
   
73,436
 
State and municipal obligations
   
6,496
   
6,538
   
   
   
   
   
6,496
   
6,538
 
US Corporate Notes ………………….
   
3,000
   
2,930
   
   
   
   
   
3,000
   
2,930
 
Other investments
   
   
   
   
   
5,889
   
5,889
   
5,889
   
5,889
 
Total
 
$
547,725
 
$
544,784
 
$
32,893
 
$
32,148
 
$
5,889
 
$
5,889
 
$
586,507
 
$
582,821
 
December 31, 2006:
                                                 
U.S. government agencies obligations
 
$
178,533
 
$
176,255
 
$
3,165
 
$
3,072
 
$
 
$
 
$
181,698
 
$
179,327
 
Collateralized mortgage obligations
   
305,044
   
300,192
   
29,878
   
29,142
   
   
   
334,922
   
329,334
 
Mortgage-backed securities
   
49,628
   
49,149
   
5,390
   
5,260
   
   
   
55,018
   
54,409
 
State and municipal obligations
   
9,518
   
9,563
   
   
   
   
   
9,518
   
9,563
 
Other investments
   
   
   
   
   
4,329
   
4,329
   
4,329
   
4,329
 
Total
 
$
542,723
 
$
535,159
 
$
38,433
 
$
37,474
 
$
4,329
 
$
4,329
 
$
585,485
 
$
576,962
 
                                                   
During the nine-month period ended September 30, 2007, the investment portfolio increased by approximately $5.6 million to $583.6 million as of September 30, 2007, from $577.9 million as of December 31, 2006. This increase was primarily due to the net effect of:
 
·  
the purchase of $107.8 million in corporate obligations and mortgage-backed securities;
 
·  
prepayments of approximately $77.3 million on mortgage-backed securities and FHLB obligations; and
 
 
31

 
·  
the maturity of $28.9 million in US government agencies obligations and Puerto Rico government obligations;
 
During the past few years, we positioned our investment portfolio for an increase in interest rates by purchasing mostly investments with short term maturities or estimated maturities between 1½ to 4 years.  During 2007, we have been analyzing different market opportunities to reposition our investment portfolio in an attempt to improve its average yield and to maintain an adequate average life.   During the nine-month period ended September 30, 2007, we purchased approximately $107.8 million in collateralized mortgage obligations, mortgage-back securities and US corporate notes with an estimated average life of approximately 6.0 years and an estimated average yield of 5.80%. In addition, during the fourth quarter of 2006, we sold approximately $50.1 million of FHLB and FNMA debt securities available for sale with an average yield of 3.64%. For the nine-month period ended September 30, 2007, after the above-mentioned transactions, the estimated average maturity was approximately 3.6 years and the average yield was approximately 4.92%, compared to an estimated average maturity of 3.2 years and an average yield of 4.64% for the period ended December 31, 2006.  As of September 30, 2007, investment securities having a carrying value of approximately $459.1 million were pledged to secure borrowings and deposits of public funds and to comply with other pledging requirements.
 
Investment Portfolio — Maturity and Yields
 
The following table summarizes the estimated average maturity of investment securities held in our investment portfolio and their weighted average yields:
 
   
Nine Months Ended September 30, 2007
 
   
Within   One Year
 
After One but Within Five Years
 
After Five but Within Ten Years
 
After Ten Years
 
Total
 
   
Amount
 
Yield (4)
 
Amount
 
Yield (4)
 
Amount
 
Yield (4)
 
Amount
 
Yield (4)
 
Amount
 
Yield (4)
 
   
(Dollars in thousands)
 
Investments available-for-sale: (1)(2)
                                         
U.S. government agencies obligations
 
$
143,912
   
4.69
%
$
7,298
   
5.23
%
$
   
%
$
   
%
$
151,210
   
4.71
%
Mortgage-backed securities (3)
   
6,946
   
4.09
   
31,680
   
5.47
   
20,517
   
5.20
   
9,630
   
5.47
   
68,773
   
5.25
 
Collateral mortgage obligations (3)
   
32,654
   
4.09
   
202,892
   
4.81
   
79,787
   
5.54
   
   
   
315,333
   
4.92
 
State & political subdivisions
   
1,652
   
6.14
   
4,886
   
4.72
   
   
   
   
   
6,538
   
5.08
 
Other debt securities
   
2,930
   
7.49
   
   
   
   
   
         
2,930
   
7.49
 
Total investments available-for-sale
 
$
188,094
   
4.62
%
$
246,756
   
4.90
%
$
100,304
   
5.47
%
$
9,630
   
5.47
%
$
544,784
   
4.92
%
                                                               
Investments held-to-maturity: (2)
                                                             
U.S. government agencies obligations
 
$
   
%
$
2,845
   
3.95
%
$
   
%
$
   
%
$
2,845
   
3.95
%
Mortgage-backed securities (3)
   
   
             
4,810
   
4.99
   
   
   
4,810
   
4.99
 
Collateral mortgage obligations (3)
   
8,638
   
3.76
   
8,175
   
4.31
   
3,811
   
5.68
   
4,614
   
5.14
   
25,238
   
4.48
 
State & political subdivisions
   
   
   
   
   
   
   
   
   
   
 
Other debt securities
   
   
   
   
   
   
   
   
   
   
 
Total investments held-to-maturity
 
$
8,638
   
3.76
%
$
11,020
   
4.22
%
$
8,621
   
5.29
%
$
4,614
   
5.14
%
$
32,893
   
4.51
%
                                                               
Other Investments:
                                                             
FHLB stock
 
$
5,279
   
7.50
%
 
   
%
 
   
%
 
   
%
$
5,279
   
7.50
%
Investment in statutory trust
   
   
   
   
   
   
   
610
   
8.45
   
610
   
8.45
 
Total other investments
 
$
5,279
   
7.50
%
$
   
%
$
   
%
$
610
   
8.45
%
$
5,889
   
7.60
%
Total investments
 
$
202,011
   
4.66
%
$
257,776
   
4.87
%
$
108,925
   
5.45
%
$
14,854
   
5.49
%
$
583,566
   
4.92
%
__________
(1)   Based on estimated fair value.
 
(2)   Almost all of our income from investments in securities is tax exempt because 99.64% of these securities are held in our IBEs. The yields shown in the above table are not calculated on a fully taxable equivalent basis.
 
(3)   Maturities of mortgage-backed securities and collateralized mortgage obligations, or CMOs, are based on anticipated lives of the underlying mortgages, not contractual maturities. CMO maturities are based on cash flow (or payment) windows derived from broker market consensus.
 
(4)   Represents the present value of the expected future cash flows of each instrument discounted at the estimated market rate offered by other instruments that are currently being traded in the market with similar credit quality, expected maturity and cash flows. For other investments, it represents the last dividend received.
 

32


Other Investments
 
For various business purposes, we make investments in earning assets other than the interest-earning securities discussed above. As of September 30, 2007, our investment in other earning assets included $5.3 million in FHLB stock and $610,000 equity in our statutory trust. The following table presents the balances of other earning assets as of the dates indicated:
 
 
 
     
As of September 30,  
   
As of December 31,  
 
     
2007  
   
2006  
 
   
(In thousands)
 
Statutory trusts
 
$
610
 
$
611
 
FHLB stock
   
5,279
   
3,718
 
Total
 
$
5,889
 
$
4,329
 

 
Loan and Lease Portfolio
 
Our primary source of income is interest on loans and leases. The following table presents the composition of our loan and lease portfolio by category as of the dates indicated, excluding loans held for sale secured by real estate amounting to $487,000 and $879,000 as of September 30, 2007 and December 31, 2006, respectively:
 
 
     
As of September 30,  
   
As of December 31,  
 
     
2007  
   
2006  
 
   
(In thousands)
 
Real estate secured
 
$
887,570
 
$
813,615
 
Leases
   
401,209
   
443,311
 
Other commercial and industrial
   
303,430
   
297,512
 
Real estate - construction
   
184,347
   
126,241
 
Consumer
   
59,533
   
60,682
 
Other loans (1)
   
6,400
   
5,015
 
Gross loans and leases
 
$
1,842,489
 
$
1,746,376
 
Plus: Deferred loan costs, net
   
2,735
   
4,880
 
Total loans, including deferred loan costs, net
 
$
1,845,224
 
$
1,751,256
 
Less: Unearned income
   
(1,072
)
 
(1,297
)
Total loans, net of unearned income
 
$
1,844,152
 
$
1,749,959
 
Less: Allowance for loan and lease losses
   
(26,131
)
 
(18,937
)
Loans, net
 
$
1,818,021
 
$
1,731,022
 
__________
(1)   Other loans are comprised of overdrawn deposit accounts.
 
 
As of September 30, 2007 and December 31, 2006, our total loans and leases, net of unearned income, were $1.844 billion and $1.750 billion, respectively. The $94.2 million increase in our loan and lease portfolio during the nine-month period ended September 30, 2007 resulted from the organic growth of our operations. Our total loans and leases, net of unearned income, as a percentage of total assets increased to 72.0% as of September 30, 2007, from 70.0% as of December 31, 2006.
 
Real estate secured loans, the largest component of our loan and lease portfolio, include residential mortgages but is primarily comprised of commercial real estate loans and/or commercial lines of credit that are extended to finance the purchase and/or improvement of commercial real estate and/or businesses thereon or for business working capital purposes. The properties may be either owner-occupied or for investment purposes. Our loan policy adheres to the real estate loan guidelines promulgated by the FDIC in 1993. The policy provides guidelines including, among other things, review of appraised value, limitation on loan-to-value ratio, and minimum cash flow requirements to service debt. On occasions, the bank grants real estate secured loans for which the loan-to-values exceed 100%. In those instances, additional forms of collateral or guaranties are obtained. Loans secured by real estate, excluding construction loans secured by real estate, equaled $887.6 million and $813.6 million as of September 30, 2007 and December 31, 2006, respectively.
 
Loans secured by real estate included residential mortgages amounting to $100.5 million as of September 30, 2007, which increased by $24.2 million, or by 42.36% on an annualized basis, when compared to $76.3 million as of December 31, 2006. The increase in residential mortgages during the nine-month period ended September 2007 when compared to the year ended December 31, 2006 mainly resulted from our strategy of expanding our residential mortgage operations to take advantage of opportunities in this area on the Island, as previously mentioned.
 
33

Real estate secured loans, excluding real estate secured construction loans, as a percentage of gross loans and leases increased to 48.16% as of September 30, 2007, from 46.59% at the end of fiscal year 2006. Our portfolio of real estate loans has increased as a result of our organic growth.
 
Lease financing contracts, the second largest component of our loan and lease portfolio, consist of automobile and equipment leases made to individuals and corporate customers. In the last three years, we have deemphasized equipment leasing and focused on automobile leasing. For the nine-month period ended September 30, 2007, approximately 57.67% of our lease financing contracts originations were for new automobiles, approximately 39.50% were for used automobiles and the remaining 2.83% consisted primarily of construction and medical equipment leases. Our portfolio of lease financing contracts decreased to $401.2 million as of September 30, 2007, from $443.3 million as of December 31, 2006. Lease financing contracts, as a percentage of gross loans and leases were 21.78% as of September 30, 2007 and 25.38% as of the end of 2006. This decrease in our lease portfolio resulted from the proactive actions we continued taking during the nine-month period ended September 30, 2007 to tightening our underwriting standards, enhance our collections efforts and strategically pare back our automobile leasing operations in an attempt to reduce possible future losses.
 
On a monthly basis, we review the existing lease portfolio to determine the repayment performance of borrowers displaying sub-prime lending characteristics.  This analysis contemplates the segregation of the lease portfolio in two different categories, sub-prime and prime, based on the characteristics of each borrower.   The review consists of the segregation of the monthly delinquency report into these categories to compare the percentage of the outstanding balance for each category in different delinquent stratas.  For the nine-month period ended September 30, 2007, the analysis revealed there was a similar repayment performance for both categories.  This review enables us to better monitor and control sub-prime borrowers and to reduce risk of repossessions and future losses.
 
Other commercial and industrial loans include revolving lines of credit as well as term business loans, which are primarily collateralized by accounts receivable and the assets being acquired, such as equipment or inventory. Other commercial and industrial loans increased to $303.4 million as of September 30, 2007, from $297.5 million as of December 31, 2006. This increase was net of a $11.2 million prepayment of various loans in a commercial business relationship, which were canceled during the first quarter of 2007 with funds from certificates of deposits the customer had on deposit with our banking subsidiary. Other commercial and industrial loans as a percentage of gross loans and leases were 16.47% and 17.04% as of September 30, 2007 and December 31, 2006, respectively.
 
Construction loans secured by real estate totaled $184.3 million and $126.2 million as of September 30, 2007 and December 31, 2006, respectively. Construction loans as a percentage of gross loans and leases were 10.01% and 7.23% for the same periods, respectively. During the nine-month period ended September 30, 2007, the increase in construction loans secured by real estate resulted from our organic growth, which was, in part, comprised of loans for land development and the construction of commercial real estate property, but primarily of loans for the construction of residential multi-family projects that, although private, are moderately priced or of the affordable type supported by government assisted programs.
 
Our portfolio of commercial and construction loans is subject to certain risks, including: (1) a possible downturn in the Puerto Rico economy; (2) interest rate increases; (3) the deterioration of a borrower’s or guarantor’s financial capabilities; and (4) environmental risks, including natural disasters. We attempt to reduce the exposure to such risks through: (1) reviewing each loan request and renewal individually; (2) utilizing a centralized approval system for all unsecured loans and secured loans in excess of $100,000; (3) strictly adhering to written loan policies; and (4) conducting an independent credit review. In addition, loans based on short-term asset values are monitored on a monthly or quarterly basis. In general, we receive and review financial statements of borrowing customers on an ongoing basis during the term of the relationship and respond to any deterioration noted.
 
Consumer loans have historically represented a small part of our total loan and lease portfolio. The majority of consumer loans consist of boat loans, personal installment loans, credit cards, and consumer lines of credit. We make consumer loans only to complement our commercial business, and these loans are not emphasized by our branch managers. Consumer loans decreased to $59.5 million as of September 30, 2007, from $60.7 million as of December 31, 2006. Consumer loans as a percentage of gross loans and leases were 3.23% and 3.47% as of September 30, 2007 and December 31, 2006, respectively. Consumer loans as of September 30, 2007 and December 31, 2006 included a boat portfolio of $37.1 million and $37.4 million, respectively; $13.2 million and $13.8 million, respectively, in unsecured installment loans; and credit cards and open-end loans for $9.2 million and $9.5 million, respectively.
 
34

Our loan terms vary according to loan type. Commercial term loans generally have maturities of three to five years, while we generally limit real estate loan maturities to five to eight years. Lines of credit, in general, are extended on an annual basis to businesses that need temporary working capital and/or import/export financing. Leases are offered for terms up to 72 months. The following table shows our maturity distribution of loans and leases, including loans held for sale of $487,000, as of September 30, 2007, and excluding non-accrual loans amounting to $55.3 million as of the same date. A significant part of our non-consumer loan portfolio is floating rate loans which comprise both commercial and industrial loans and commercial real estate loans. By contrast, residential mortgage loans originated by Eurobank are fixed rate. Residential mortgage loans are included in the real estate - secured category in the following table.
 
   
As of September 30, 2007
 
 
 
     
Over 1 Year
through 5 Years
 
Over 5 Years
     
 
 
 
 
One Year
or Less (1)
 
Fixed
Rate
 
Floating or
Adjustable
Rate
 
Fixed
Rate
 
Floating or
Adjustable
Rate
 
Total
 
   
(In thousands)
 
Real estate — construction
 
$
217,037
 
$
286
 
$
-
 
$
539
 
$
2,470
 
$
220,332
 
Real estate — secured
   
252,276
   
172,374
   
228,120
   
141,846
   
15,173
   
809,789
 
                                       
Other commercial and industrial
   
228,848
   
23,168
   
31,422
   
1,996
   
11,886
   
297,320
 
Consumer
   
12,191
   
11,414
   
1,215
   
33,612
   
297
   
58,729
 
Leases
   
14,123
   
351,598
   
-
   
31,223
   
-
   
396,944
 
Other loans
   
6,250
   
-
   
-
   
-
   
-
   
6,250
 
Total
 
$
730,725
 
$
558,840
 
$
260,757
 
$
209,216
 
$
29,826
 
$
1,789,364
 
__________
(1)   Maturities are based upon contract dates. Demand loans are included in the one year or less category and totaled $530.0 million as of September 30, 2007.
 
 
For additional information relating to our loan products, see the section captioned “Products and Services” on our last Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007.
 
Nonperforming Loans, Leases and Assets
 
Nonperforming assets consist of loans and leases on nonaccrual status, loans 90 days or more past due and still accruing interest, loans that have been restructured resulting in a reduction or deferral of interest or principal, OREO, and other repossessed assets.
 

35


The following table sets forth the amounts of nonperforming assets as of the dates indicated:
 
   
As of September 30,
 
As of December 31,
 
   
2007
 
2006
 
   
(Dollars in thousands)
 
Loans contractually past due 90 days or more but still accruing interest
 
$
13,936
 
$
12,723
 
Nonaccrual loans
   
55,276
   
37,255
 
Total nonperforming loans
   
69,212
   
49,978
 
Other real estate owned
   
4,332
   
3,629
 
Other repossessed assets
   
6,172
   
9,419
 
Total nonperforming assets
 
$
79,716
 
$
63,026
 
Nonperforming loans to total loans and leases
   
3.75
%
 
2.85
%
Nonperforming assets to total loans and leases plus repossessed property
   
4.30
   
3.57
 
Nonperforming assets to total assets
   
3.11
   
2.52
 
 
We continually review present and estimated future performance of the loans and leases within our portfolio and risk-rate such loans in accordance with a risk rating system. More specifically, we attempt to reduce the exposure to risks through: (1) reviewing each loan request and renewal individually; (2) utilizing a centralized approval system for all unsecured loans and secured loans in excess of $100,000; (3) strictly adhering to written loan policies; and (4) conducting an independent credit review. In addition, loans based on short-term asset values are monitored on a monthly or quarterly basis. In general, we receive and review financial statements of borrowing customers on an ongoing basis during the term of the relationship and respond to any deterioration noted.
 
Loans are generally placed on nonaccrual status when they become 90 days past due, unless we believe the loan is adequately collateralized and we are in the process of collection. For loans placed in nonaccrual status, the nonrecognition of interest income on an accrual basis does not constitute forgiveness of the interest, and collection efforts are continuously pursued. Loans may be restructured by management when a borrower has experienced some change in financial status, resulting in an inability to meet the original repayment terms, and when we believe the borrower will eventually overcome financial difficulties and repay the loan in full.
 
All interest accrued but not collected for loans and leases that are placed on nonaccrual status or charged-off is reversed against interest income. The interest on these loans and leases is accounted for on a cash basis or cost recovery method, until qualifying for return to accrual status.
 
Nonperforming loans to total loans increased to 3.75% as of September 30, 2007, from 2.85% as of December 31, 2006. Nonperforming assets to total assets increased to 3.11% as of September 30, 2007, from 2.52% as of December 31, 2006.  Nonperforming loans as of September 30, 2007 amounted to $69.2 million, compared to $50.0 million as of December 31, 2006.  This increase was due to the combined effect of a $1.2 million increase in loans over 90 days past due still accruing interest and an increase of $18.0 million in nonaccrual loans, which are explained below in more detail. 
 
The $1.2 million increase in loans over 90 days still accruing interest was mainly due to net effect of: (i) a $1.7 million increase in loans secured by real estate; (ii) a $368,000 decrease in lease financing contracts; and (iii) a decrease of $225,000 in overdrafts. The $1.7 million increase in loans secured by real estate was mainly caused by one commercial business relationship amounting to $1.1 million secured by real estate.
 
The $18.0 million increase in nonaccrual loans was mainly attributable to the net effect of:  (i) three commercial business relationships amounting to $7.1 million secured by real estate, of which two amounting to $6.3 million were in the communications and service industries and were placed in nonaccrual status in February and March 2007, respectively, and the third was in the commercial trade and construction industries and was placed in nonaccrual status during the quarter ended September 30, 2007; (ii) three commercial business relationships in the food retailing, security systems, and service industries, which amounted to $9.8 million secured by real estate with loan-to-values exceeding 100%, and other two in the general freight and health care industries, respectively, amounting to $2.2 million not secured by real estate, which were all placed in nonaccrual status during the quarter ended September 30, 2007; (iii) a decrease of $822,000 in lease financing contracts; and (iv) a $656,000 decrease in marine loans.
 
We believe all loans and leases, with which we have serious doubts as to collectibility, are classified within the category of nonperforming loans and leases and are appropriately reserved.
 
36

Repossessed assets decreased to $10.5 million as of September 30, 2007, compared to $13.0 million as of December 31, 2006.  This decrease was due to the net effect of:  (i) a decrease of $3.2 million in other repossessed assets, mainly in the inventory of repossessed vehicles; and (ii) an increase of $703,000 in other real estate owned resulting from the foreclosure of seven real estate properties with an aggregate value of $1.2 million and the sale of three real estate properties valued at $514,000 during the nine-month period ended September 30, 2007.
 
The $3.2 million decrease in the inventory of repossessed vehicles was directly attributable to our strategy of being more aggressive in the sale of repossessed vehicles to expedite their disposition and avoid the build up of our repossessed vehicles inventory, primarily during the first and second quarter of 2007. This strategy resulted in a significant reduction in the number of repossessed vehicles in inventory. During four quarters in a row, sales of repossessed vehicles exceeded the number of units repossessed. The number of repossessed vehicles in inventory as of September 30, 2007 decreased to 366 units, or by approximately 35%, from 564 units as of December 31, 2006. This is the lowest level of repossessed vehicles since August 2005. We continue monitoring this inventory very closely and taking measures to expedite its disposition and prevent deterioration of the vehicles.  
 
OREO consists of properties acquired by foreclosure or similar means and that management intends to offer for sale. Other repossessed assets are comprised primarily of repossessed automobiles subject to lease contracts and repossessed boats. OREO and other repossessed assets are initially recorded at the lower of net realizable value or book value. Any resulting loss is charged to the allowance for loan and lease losses. An appraisal of OREO and valuations of other repossessed assets are made periodically after a property is acquired, and a comparison between the appraised value and the carrying value is performed. Additional declines in value after acquisition, if any, are charged to current operations. Gains or losses on disposition of OREO and other repossessed assets, and related operating income and maintenance expenses, are included in current operations.
 
As of September 30, 2007, our OREO consisted of 27 properties with an aggregate value of $4.3 million, compared to 23 properties with an aggregate value of $3.6 million as of December 31, 2006.
 
Allowance for Loan and Lease Losses
 
We have established an allowance for loan and lease losses to provide for loans in our portfolio that may not be repaid in their entirety. The allowance is based on our regular, monthly assessments of the probable estimated losses inherent in the loan and lease portfolio. Our methodology for measuring the appropriate level of the allowance relies on several key elements, as discussed below, and specific allowances for identified problem loans and portfolio segments.
 
When analyzing the adequacy of our allowance, our portfolio is segmented into as many components as practical. Although the evaluation of the adequacy of our allowance focuses on loans and leases and pools of similar loans and leases, no part of our allowance is segregated for, or allocated to, any particular asset or group of assets. Our allowance is available to absorb all credit losses inherent in our portfolio.
 
Each component would normally have similar characteristics, such as classification, type of loan or lease, industry or collateral. As needed, we separately analyze the following components of our portfolio and provide for them in our allowance:
 
·  
credit quality;
 
·  
sufficiency of credit and collateral documentation;
 
·  
proper lien perfection;
 
·  
appropriate approval by the loan officer and the loan committees;
 
·  
adherence to any loan agreement covenants; and
 
·  
compliance with internal policies and procedures and laws and regulations.
 
The general portion of our allowance is calculated by applying loss factors to all categories of loans and leases outstanding i n our portfolio. We use historic loss rates determined over a period of 1 to 5 years, which on an annual basis, are adjusted to reflect any current conditions that are expected to result in loss recognition. Factors that we consider include, but are not limited to:
 
37

 
 
·  
effects of any changes in lending policies and procedures, including those for underwriting, collection, charge-offs, and recoveries;
 
·  
changes in the experience, ability and depth of our lending management and staff;
 
·  
concentrations of credit that might affect loss experience across one or more components of the portfolio;
 
·  
levels of, and trends in, delinquencies and nonaccruals; and
 
·  
national and local economic business trends and conditions.
 
The resulting loss factors are then multiplied against the current period’s balance of loans outstanding to derive an estimated loss. Rates for each pool are based on those factors management believes are applicable to that pool. When applied to a pool of loans or leases, the historical loss rate is a measure of the total inherent losses in the portfolio that would have been estimated if each individual loan or lease had been reviewed.
 
In addition, another component is used in the evaluation of the adequacy of the allowance. This additional component serves as a management tool to measure the probable effect that current internal and external environmental factors could have on the historical loss factors.
 
On a quarterly basis, a risk percentage is assigned to each environmental factor based on our judgment of the implied risk over each loan category. The result of our assumptions is then applied to the current period’s balance of loans outstanding to derive the probable effect these current internal and external environmental factors could have over the general portion of our allowance. The net allowance resulting from this procedure is included as an additional component in the evaluation of the adequacy of our allowance.
 
In addition to our general portfolio allowances, specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicate a high probability that a loss will be incurred. This amount is determined following a consistent procedural discipline in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan (“SFAS No. 114”) , as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures .
 
Through periodic management review at branch and executive level and utilization of internal delinquency processes, loan portfolios and individual loans and leases are monitored on an ongoing basis. When considered appropriate, a specific allowance will be considered on individual loan or lease accounts. A review is generally conducted of all the conditions surrounding any particular account such as the borrower’s character, existing and potential financial condition, realizable value of collateral, prospects for additional collateral and payment record. As a result, the loss potential is determined and specific allowances may be established, which will vary depending on the analysis.
 
As mentioned above, our methodology for the determination of the adequacy of the allowance for loan and lease losses for impaired loans is based on classifications of loans and leases into various categories and the application of SFAS No. 114, as amended. For non-classified loans, the estimated allowance is based on historical loss experiences as adjusted for changes in trends and conditions on at least an annual basis. In addition, on a quarterly basis, the estimated allowance for non-classified loans is adjusted for the probable effect that current environmental factors could have on the historical loss factors currently in use. While our allowance for loan and lease losses is established in different portfolio components, we maintain an allowance that we believe is sufficient to absorb all credit losses inherent in our portfolio.
 
Although management believes that the allowance for loan and lease losses is adequate to absorb probable losses on existing loans and leases that may become uncollectible, there can be no assurance that our allowance will prove sufficient to cover actual loan and lease losses in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the adequacy of our allowance for loan and lease losses. Such agencies may require us to make additional provisions to the allowance based upon their judgments about information available to them at the time of their examinations.
 
The table below summarizes, for the periods indicated, loan and lease balances at the end of each period, the daily averages during the period, changes in the allowance for loan and lease losses arising from loans and leases charged-off, recoveries on loans and leases previously charged-off, and additions to the allowance, and certain ratios related to the allowance for loan and lease losses:
 
38

 
 
     
Nine Months
Ended
September 30,  
   
Year Ended
December 31,  
 
     
2007  
   
2006  
 
   
(Dollars in thousands)
 
Average total loans and leases outstanding during period
 
$
1,788,346
 
$
1,663,330
 
Total loans and leases outstanding at end of period, including loans held for sale
   
1,844,640
   
1,750,838
 
Allowance for loan and lease losses:
             
Allowance at beginning of period
   
18,937
   
18,188
 
Charge-offs:
             
Real estate — secured
   
209
   
685
 
Commercial and industrial
   
1,614
   
3,050
 
Consumer
   
1,205
   
1,978
 
Leases
   
9,528
   
12,927
 
Other loans
   
338
   
149
 
Total charge-offs
   
12,894
   
18,789
 
Recoveries:
             
Real estate — secured
   
48
   
11
 
Commercial and industrial
   
257
   
534
 
Consumer
   
210
   
465
 
Leases
   
1,095
   
1,604
 
Other loans
   
11
   
21
 
Total recoveries
   
1,621
   
2,635
 
Net loan and lease charge-offs
   
11,273
   
16,154
 
Provision for loan and lease losses
   
18,467
   
16,903
 
Allowance at end of period
 
$
26,131
 
$
18,937
 
Ratios:
             
Net loan and lease charge-offs to average total loans (1)
   
0.84
%
 
0.97
%
Allowance for loan and lease losses to total loans at end of period
   
1.42
   
1.08
 
Net loan and lease charge-offs to allowance for loan losses at end of period (1)
   
57.52
   
85.30
 
Net loan and lease charge-offs to provision for loan and lease losses
   
61.04
   
95.57
 
 
(1) Annualized as of September 30, 2007.
 
The allowance for loan and lease losses increased to $26.1 million at September 30, 2007, from $18.9 million at December 31, 2006. The allowance for loan and lease losses as a percentage of total loans and leases increased to 1.42% at September 30, 2007, from 1.08% at December 31, 2006. The increase in our allowance for loan and lease losses during the nine months ended September 30, 2007 was mainly caused by three business relationships, which became impaired during the third quarter of 2007 and required a specific allowance of $4.5 million, as previously mentioned. We believe that the allowance for loan and lease losses is adequate to absorb probable losses in the portfolio.
 
On a quarterly basis, we have the practice of effecting partial charge-off on all lease finance contracts that are over 120 days past due. This is done based on our historical lease loss experience during the previous calendar year. Accordingly, all lease finance contracts that are over 120 days past due at the end of the quarter are partially charged-off. For each of the periods ended September 30, 2007 and December 31, 2006, we used a historical loss ratio in auto lease finance contracts of approximately 23% and 20%, respectively. For the nine-month periods ended September 30, 2007 and 2006, $1.2 million and $1.7 million was charged-off for this purpose, respectively.
 
Also, except for leases in a payment plan, bankruptcy or other legal proceedings, we have the practice of charging-off most of our lease finance contracts that are over 365 days past due. This full charge-off is made on a quarterly basis. Accordingly, most of our lease finance contracts that are over 365 days past due at the end of the quarter are fully charged-off. For the nine-month periods ended September 30, 2007 and 2006, $621,000 and $577,000 was charged-off for this purpose, respectively.
 
39

We monitor the ratio of net charge-offs on the leasing business to the average balance of our leasing portfolio. The annualized total loss ratio on the leasing business was 2.71% and 2.65% for the quarter and nine-month period ended September 30, 2007, respectively, compared to 3.13% and 2.40% for the quarter and year ended December 31, 2006. The increase in the ratio of total loss on the leasing business during the nine-month period ended September 30, 2007 was due to the decrease in our lease portfolio. Our lease portfolio decreased to $401.2 million as of September 30, 2007, from $443.3 million at the end of fiscal 2006. However, for the nine-month period ended September 30, 2007, annualized net charge-offs in our leasing portfolio remained stable when compared to the year ended December 31, 2006. As of September 30, 2007, annualized net charge-offs in our leasing portfolio amounted to $11.2 million, compared to $11.3 million for the year ended December 31, 2006. This decreases resulted from the proactive actions we continued taking during the nine months ended September 30, 2007 in connection to our automobile leasing operations in an attempt to reduce possible future losses, as previously mentioned.
 
Annualized net charge-offs as a percentage of average loans was 0.87% and 0.84% for the quarter and nine-month period ended September 30, 2007, respectively, compared to 0.77% for the quarter ended June 30, 2007, and 1.10% and 0.97% for the quarter and year ended December 31, 2006, respectively. For the quarter and nine-month period ended September 30, 2006, this ratio was 1.22% and 0.93%, respectively. The increase in this ratio, when comparing the quarter ended September 30, 2007 with the second quarter of 2007 was mainly attributable to an increase in net charge off on commercial loans not secured by real estate and overdrafts. The decrease in this ratio, when comparing the quarter and nine-month period ended September 30, 2007 with the quarter and year ended December 31, 2006 and the same periods in 2006, was mainly attributable to the decrease in our inventory of repossessed vehicles, as previously mentioned.      
 
Net charge-offs as a percentage of provision for loan and lease losses was 41.43% and 61.04% for the quarter and nine-month period ended September 30, 2007, respectively, compared to 95.60% for the quarter ended June 30, 2007, and 89.82% and 95.57% for the quarter and year ended December 31, 2006, respectively. The decrease in this ratio for the quarter and nine-month period ended September 30, 2007 was mainly caused by the specific allowance required by three business relationships, which became impaired during the third quarter of 2007, as previously mentioned.
 
Nonearning Assets
 
Premises, leasehold improvements and equipment, net of accumulated depreciation and amortization, totaled $29.9 million as of September 30, 2007 and $14.9 million as of December 31, 2006. This increase was mainly related to the acquisition of land and an office building to relocate our headquarters and administrative offices, as further explained below.
 
On February 6, 2007, Eurobank, our wholly owned banking subsidiary, closed on the purchase of land and an office building to serve as our new headquarters. The property, which is located in San Juan, includes a 57,187 square foot office building that will be used to consolidate our headquarters, administrative operations, and our leasing division. We anticipate that there may be a benefit from certain efficiencies associated with centralizing these operations in one location. The purchase price for the property was $12,360,000. We are in the process of renovating the space to conform to our needs, and expect to move by December 2007 or when building improvements are finished.
 
Except for aforementioned acquisition, we have no definitive agreements regarding acquisition or disposition of owned or leased facilities and, for the near-term future, we do not expect significant changes in our total occupancy expense.
 
Deposits
 
Deposits are our primary source of funds. Average deposits amounted to $1.9 billion for each of the quarter and nine-month period ended September 30, 2007, compared to $1.739 billion for the year 2006. This increase in average deposits during the nine-month period ended September 30, 2007 was mainly concentrated in brokered deposits. The following table sets forth, for the periods indicated, the distribution of our average deposit account balances and average cost of funds on each category of deposits:
 
 
40

 
 
     
Nine Months Ended September 30,  
     
Year Ended December 31,  
 
     
2007  
     
2006  
 
     
Average
Balance  
   
Percent of
Deposits  
   
Average
Rate  
     
Average
Balance  
   
Percent of
Deposits  
     
Average
Rate  
 
   
(Dollars in thousands)
 
Noninterest-bearing demand deposits
 
$
119,737
   
6.42
%
 
-
%
 
$
128,551
   
7.39
%
   
-
%
Money market deposits
   
18,044
   
0.97
   
2.79
     
25,470
   
1.46
     
2.29
 
NOW deposits
   
47,648
   
2.56
   
2.43
     
46,330
   
2.66
     
2.23
 
Savings deposits
   
144,446
   
7.75
   
2.50
     
184,824
   
10.63
     
2.37
 
Time certificates of deposit in denominations of $100,000 or more
   
231,961
   
12.44
   
4.99
     
205,510
   
11.82
     
4.30
 
Brokered certificates of deposits in denominations of $100,000 or more
   
1,210,476
   
64.94
   
5.11
     
1,034,893
   
59.54
     
4.78
 
Other time deposits
   
91,797
   
4.92
   
4.32
     
113,097
   
6.50
     
3.70
 
Total deposits
 
$
1,864,109
   
100.00
%
       
$
1,738,675
   
100.00
%
       

 
Total deposits at September 30, 2007 and December 31, 2006 were $1.964 billion and $1.905 billion, respectively, representing an increase of $58.6 million, or 4.10% on an annualized basis, during the nine-month period ended September 30, 2007. The following table presents the composition of our deposits by category as of the dates indicated:
 
   
As of September 30,
 
As of December 31,
 
   
2007
 
2006
 
   
(In thousands)
 
Interest bearing deposits:
         
Now and money market
 
$
68,754
 
$
62,673
 
Savings
   
133,739
   
156,069
 
Brokered certificates of deposits in denominations of less than $100,000
   
181
   
707
 
Brokered certificates of deposits in denominations of $100,000 or more
   
1,304,178
   
1,225,449
 
Time certificates of deposits in denominations of $100,000 or more
   
241,022
   
224,741
 
Other time deposits
   
90,632
   
95,396
 
Total interest bearing deposits
 
$
1,838,506
 
$
1,765,035
 
Plus: non interest bearing deposits
   
125,443
   
140,321
 
Total deposits
 
$
1,963,949
 
$
1,905,356
 

 
In addition to the deposits we generate locally, we have also accepted brokered deposits to augment retail deposits and to fund asset growth. The decrease in savings accounts, and other time deposits in denominations of less than $100,000 was mainly attributable to the fierce competition for core deposits on the Island due to a reduction of local funding sources. This fierce competition for local deposits has made brokered deposits an attractive funding alternative, resulting in lower funding costs when compared to the unusually higher rates offered locally for time deposits. We decided to pursue the use of the brokered deposits alternative in an attempt to control the continuous increase in our funding cost.
 

41


The following table sets forth the amount and maturities of the time deposits of $100,000 or more as of the dates indicated:
 
   
September 30,
2007
 
December 31,
2006
 
   
(In thousands)
 
Three months or less
 
$
370,877
 
$
547,837
 
Over three months through six months
   
187,864
   
294,784
 
Over six months through 12 months
   
175,050
   
188,691
 
Over 12 months
   
811,409
   
418,878
 
Total
 
$
1,545,200
 
$
1,450,190
 
               

 
Other Sources of Funds
 
Securities Sold Under Agreements to Repurchase
 
To support our asset base, we sell securities subject to obligations to repurchase to securities dealers and the FHLB. These repurchase transactions generally have maturities of one month to less than five years. The following table summarizes certain information with respect to securities under agreements to repurchase for the three months ended September 30, 2007 and the year ended December 31, 2006:
 
   
Three Months Ended
September 30,
 
Year
Ended December 31,
 
 
 
2007
 
2006
 
     
(Dollars in thousands)  
 
Balance at period-end
 
$
361,414
 
$
365,664
 
Average monthly balance outstanding during the period
   
352,691
   
432,459
 
Maximum aggregate balance outstanding at any month-end
   
361,414
   
501,182
 
Weighted average interest rate for the quarter
   
5.17
%
 
4.94
%
Weighted average interest rate for the last month
   
5.06
%
 
5.27
%
FHLB Advances
 
Although deposits and repurchase agreements are the primary source of funds for our lending and investment activities and for general business purposes, we may obtain advances from the Federal Home Loan Bank of New York as an alternative source of liquidity. The following table provides a summary of FHLB advances for the three months ended September 30, 2007 and the year ended December 31, 2006:
 
   
Three Months Ended
September 30,
 
Year
Ended December 31,
 
 
 
2007
 
2006
 
     
(Dollars in thousands)  
 
Balance at period-end
 
$
468
 
$
8,707
 
Average monthly balance outstanding during the period
   
565
   
19,016
 
Maximum aggregate balance outstanding at any month-end
   
476
   
121,292
 
Weighted average interest rate for the quarter
   
4.58
%
 
5.06
%
Weighted average interest rate for the last month
   
4.38
%
 
5.51
%
 
Notes Payable to Statutory Trusts
 
For more detail on notes payable to statutory trusts please refer to the “Note 12 - Notes Payable to Statutory Trusts” to our condensed consolidated financial statements included herein.
 
42

Capital Resources and Capital Adequacy Requirements
 
We are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can trigger regulatory actions that could have a material adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that rely on quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
 
We monitor compliance with bank regulatory capital requirements, focusing primarily on the risk-based capital guidelines. Under the risk-based capital method of capital measurement, the ratio computed is dependent on the amount and composition of assets recorded on the balance sheet and the amount and composition of off-balance sheet items, in addition to the level of capital. Generally, Tier 1 capital includes common stockholders’ equity our Series A Preferred Stock, our junior subordinated debentures (subject to certain limitations) less goodwill. Total capital represents Tier 1 plus the allowance for loan and lease losses (subject to certain limits).
 
In the past three years, our primary sources of capital have been internally generated operating income through retained earnings and our initial public offering. As of September 30, 2007 and December 31, 2006, total stockholders’ equity was $175.4 million and $169.9 million, respectively. In addition, the following items also impacted the Company’s stockholders’ equity:
 
·  
the repurchase of 488,477 shares during 2006 in connection with a stock repurchase program approved by the Board of Directors in October 2005, which expired in October 2006;
 
·  
the exercise of 150,000, 56,450, 7,000, 250,862 and 4,000 stock options in February 2006, June 2006, September 2006, February 2007 and July 2007, respectively; and
 
·  
the repurchase of 285,368 shares during the second and third quarter of 2007 in connection with a stock repurchase program approved by the Board of Directors on May 31, 2007.
 
We are not aware of any material trends that could materially affect our capital resources other than those described in the section entitled “ Risk Factors, ” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007.
 
As of September 30, 2007, we and Eurobank both qualified as “well-capitalized” institutions under the regulatory framework for prompt corrective action. The following table presents the regulatory standards for well-capitalized institutions, compared to our capital ratios for Eurobank as of the dates specified:
 
 
43

 
   
 
 
Actual
 
For Minimum Capital
Adequacy Purposes
 
To Be Well Capitalized
Under Prompt Corrective Action Provision
 
 
 
 
 
Amount Is
 
 
Ratio Is
 
Amount
Must Be
 
Ratio
Must Be  
 
Amount
Must Be
 
Ratio
Must Be
 
   
(Dollars in thousands)
 
As of September 30, 2007:
                         
Total Capital (to Risk Weighted Assets)
                         
EuroBancshares, Inc
 
$
223,782
   
11.01
%
$
≥ 162,615
   
≥ 8.00
%
 
N/A
       
Eurobank .
   
206,888
   
10.18
   
≥ 162,614
   
≥ 8.00
   
≥ 203,268
   
≥ 10.00
%
Tier 1 Capital (to Risk Weighted Assets)
                                     
EuroBancshares, Inc
   
198,360
   
9.76
   
≥ 81,307
   
≥ 4.00
   
N/A
       
Eurobank
   
181,466
   
8.93
   
≥ 81,307
   
≥ 4.00
   
≥121,961
   
≥ 6.00
 
Leverage (to average assets)
                                     
EuroBancshares, Inc
   
198,360
   
7.97
   
≥ 99,551
   
≥ 4.00
   
N/A
       
Eurobank..................
   
181,466
   
7.29
   
≥ 99,521
   
≥ 4.00
   
≥124,401
   
≥ 5.00
 
As of December 31, 2006:
                                     
Total Capital (to Risk Weighted Assets)
                                     
EuroBancshares, Inc
 
$
216,673
   
11.25
%
$
≥ 154,038
   
≥ 8.00
%
 
N/A
       
Eurobank .
   
198,179
   
10.29
   
≥ 154,045
   
≥ 8.00
   
≥ 192,556
   
≥ 10.00
%
Tier 1 Capital (to Risk Weighted Assets)
                                     
EuroBancshares, Inc
   
197,366
   
10.25
   
≥ 77,019
   
≥ 4.00
   
N/A
       
Eurobank
   
178,871
   
9.29
   
≥ 77,023
   
≥ 4.00
   
≥ 115,534
   
≥ 6.00
 
Leverage (to average assets)
                                     
EuroBancshares, Inc
   
197,366
   
7.92
   
≥ 99,679
   
≥ 4.00
   
N/A
       
Eurobank..................
   
178,871
   
7.18
   
≥ 99,637
   
≥ 4.00
   
≥ 124,546
   
≥ 5.00
 

 
Liquidity Management
 
Maintenance of adequate core liquidity requires that sufficient resources be available at all times to meet our cash flow requirements. Liquidity in a banking institution is required primarily to provide for deposit withdrawals and the credit needs of customers and to take advantage of investment opportunities as they arise. Liquidity management involves our ability to convert assets into cash or cash equivalents without incurring significant loss, and to raise cash or maintain funds without incurring excessive additional cost. For this purpose the bank choose to maintain a minimum target liquidity referred as “Core Basis Surplus” and defined as the portion of the bank’s funds maintained in short term investments and other marketable assets, less the liabilities portions secured by any of these assets to cover a portion of time deposits maturing in 30 days and a portion of the non-maturity deposits, expressed as a percentage of total assets. This Core Basis Surplus number generally should be positive, but it may vary as our Asset and Liability Committee decides to maintain relatively large or small liquidity coverage, depending on its estimates of the general business climate, its expectations regarding the future course of interest rates in the near term, and the bank's current financial position. Two additional factors that will impact the magnitude of the Core Basic Surplus target are: 1) the available borrowing capacity at the Federal Home Loan Bank (FHLB), as represented by qualifying loans on the balance sheet, and 2) unused brokered time deposits’ capacity relative to the bank’s related policy limit on acceptable levels of these deposits. For this reason, current FHLB advances and brokered time deposits availability are part of the bank's liquidity presentation. Our liquid assets as of September 30, 2007 and December 31, 2006 totaled approximately $208.1 million and $300.4 million, respectively. Our Core Basis Surplus liquidity level was 5.0% and 8.9% as of the same periods, respectively. As of December 31, 2006, our Core Basic Surplus was impacted by an increase in interest bearing deposits and short-term investments in connection with the approximately $50.1 million in FHLB and FNMA debt securities we sold during that month. The funds generated thru this sale of securities were used to finance a portion of the loans origination during 2007. The decrease in our Core Basic Surplus liquidity level indicated above was mainly attributable to the reduction in interest-bearing deposits and short-term investments previously mentioned, and the use of investment securities as collateral for public funds deposits .
 
As mentioned above, in addition to the normal influx of liquidity from core deposit growth, together with repayments and maturities of loans and investments, we utilize FHLB advances and brokered and out-of-market certificates of deposit to meet our liquidity needs. Other funding alternatives are borrowing lines with brokers and the Federal Reserve Bank of New York, and unsecured lines of credit with correspondent banks.
 
44

Advances from the FHLB are typically secured by qualified residential and commercial mortgage loans, and investment securities. Advances are made pursuant to several different programs. Each credit program has its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the FHLB’s assessment of the institution’s creditworthiness. As of September 30, 2007, we had FHLB borrowing capacity of $44.6 million, including FHLB advances and securities sold under agreements to repurchase. Also, we had $357.1 million in pre-approved repurchase agreements with major brokers and banks totaling $357.1 million, subject to acceptable unpledged marketable securities available for sale. In addition, Eurobank is able to borrow from the Federal Reserve Bank using securities as collateral. Eurobank also maintains pre-approved overnight borrowing lines with correspondent banks, which provided additional short-term borrowing capacity of $10.0 million at September 30, 2007.
 
In order to participate in the broker time deposits market, we must be categorized as “well capitalized” under the regulatory framework for prompt corrective action unless we obtain a waiver from the Federal Deposit Insurance Corporation. Restrictions on our ability to participate in this market could place limitations on our growth strategy or could result in our participation in other more expensive funding sources. In case of restrictions, our expansion strategies would have to be reviewed to reflect the possible limitation to funding sources and changes in cost structures. As of September 30, 2007, we and Eurobank both qualified as “well-capitalized” institutions under the regulatory framework for prompt corrective action. We do not foresee any changes in our capital ratios that would restrict our ability to participate in the brokered deposit market.
 
Our minimum target Core Basis Surplus liquidity ratio established in our Asset/Liability Management Policy is 2.0%. Our liquidity demands are not seasonal and all trends have been stable over the last three years. We are not aware of any trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to materially impair our liquidity. Generally, financial institutions determine their target liquidity ratios internally, based on the composition of their liquidity assets and their ability to participate in different funding markets that can provide the required liquidity. In addition, the local market has characteristics, which make it impossible to compare our liquidity needs and sources to the liquidity needs and sources of our peers in the rest of the nation. After careful analysis of the diversity of liquidity sources available to us, our asset quality and the historic stability of our core deposits, we have determined that our target liquidity ratio is adequate.
 
Our net cash inflows from operating activities for the nine-month period ended September 30, 2007 were $36.3 million, compared to cash inflows of $56.3 million from operating activities for the year 2006. During the nine-month period ended September 30, 2007 and the year 2006, the net operating cash inflows resulted primarily from an increase in accrued interest payable, accrued expenses and other liabilities, and a net decrease in other assets .
 
Our net cash outflows from investing activities for the nine-month period ended September 30, 2007 were $86.3 million, compared to cash outflows of $137.7 million from investing activities for the year 2006. The net investing cash outflows experienced during the nine-month period ended September 30, 2007 and the year 2006 were primarily due to the growth in our loan and lease portfolio.
 
Our net cash inflows from financing activities for the nine-month period ended September 30, 2007 were $44.2 million, compared to cash inflows of $86.0 million from financing activities for the year 2006. During the nine-month period ended September 30, 2007 and the year 2006, the net financing cash inflows were primarily provided by the net increase in brokered deposits.
 
Quantitative and Qualitative Disclosure About Market Risks
 
Interest rate risk is the most significant market risk affecting us. Other types of market risk, such as foreign currency risk and commodity price risk, do not arise in the normal course of our business activities. Interest rate risk can be defined as the exposure to a movement in interest rates that could have an adverse effect on our net interest income or the market value of our financial instruments. The ongoing monitoring and management of this risk is an important component of our asset and liability management process, which is governed by policies established by Eurobank’s Board of Directors and carried out by Eurobank’s Asset/Liability Management Committee. The Asset/Liability Management Committee’s objectives are to manage our exposure to interest rate risk over both the one year planning cycle and the longer term strategic horizon and, at the same time, to provide a stable and steadily increasing flow of net interest income. Interest rate risk management activities include establishing guidelines for tenor and repricing characteristics of new business flow, the maturity ladder of wholesale funding, investment security purchase and sale strategies and mortgage loan sales, as well as derivative financial instruments. Eurobank may enter into interest rate swap agreements, in which it exchanges the periodic payments, based on a notional amount and agreed-upon fixed and variable interest rates. Also, Eurobank may use contracts to transform the interest rate characteristics of specifically identified assets or liabilities to which the contract is tied. At September 30, 2007, the Bank had interest rate swap agreements which converted $28.5 million of fixed rate time deposits to variable rate time deposits of which $10.3 million will mature in 2010 and 2013 and $18.2 million with maturity between 2018 and 2023 but with semi-annual call options which match call options on the swaps. In addition, as of September 30, 2007, Eurobank had $5.1 million related to an option and equity-based return derivative, which was purchased in February 2007 to fix the interest rate expense on a $25.0 million certificate of deposit. For more detail on derivative financial instruments please refer to “Note 11 - Derivative Financial Instruments” to our condensed consolidated financial statements included herein.
 
45

Our primary measurement of interest rate risk is earnings at risk, which is determined through computerized simulation modeling. The primary simulation model assumes a static balance sheet, using the balances, rates, maturities and repricing characteristics of all of the bank’s existing assets and liabilities, including off-balance sheet financial instruments. Net interest income is computed by the model assuming market rates remaining unchanged and compares those results to other interest rate scenarios with changes in the magnitude, timing and relationship between various interest rates. At September 30, 2007, we modeled rising ramp and declining interest rate simulations in 100 basis point increments over two years. The impact of embedded options in such products as callable and mortgage-backed securities, real estate mortgage loans and callable borrowings were considered. Changes in net interest income in the rising and declining rate scenarios are then measured against the net interest income in the rates unchanged scenario. The Asset/Liability Management Committee utilizes the results of the model to quantify the estimated exposure of net interest income to sustained interest rate changes and to understand the level of risk/volatility given a range of reasonable and plausible interest rate scenarios. In this context, the core interest rate risk analysis examines the balance sheet under rates up/down scenarios that are neither too modest nor too extreme. All rate changes are “ramped” over a 12 month horizon based upon a parallel yield curve shift and maintained at those levels over the remainder of the simulation horizon. Using this approach, we are able to obtain results that illustrate the effect that both a gradual change of rates (year 1) and a rate shock (year 2 and beyond) has on margin expectations .
 
In the September 30, 2007 simulation, our model indicated no exposure in the level of net interest income to gradual rising rates “ramped” for the first 12-month period, and no exposure in the level of net interest income to a rate shock of rising rates for the second 12-month period. This is caused by the effect of the volume of our commercial and industrial loans variable rate portfolio and the maturity distribution of the repurchase agreements and brokered deposits, our primary funding source, from 30 days to approximately 1 ½ year. The hypothetical rate scenarios consider a change of 100 and 200 basis points during two years. The decreasing rate scenarios have a floor of 200 basis points. At September 30, 2007, the net interest income at risk for year one in the 100 basis point falling rate scenario was calculated at $1.2 million, or 1.63% lower than the net interest income in the rates unchanged scenario, and $1.1 million, or 1.56%, lower than the net interest income in the rates unchanged scenario at the September 30, 2007 simulation with a 200 basis point decrease. The net interest income at risk for year two in the 100 basis point falling rate scenario was calculated at $2.0 million, or 2.82% higher than the net interest income in the rates unchanged scenario, and $1.6 million, or 2.28%, higher than the net interest income in the rates unchanged scenario at the September 30, 2007 simulation with a 200 basis point decrease. At September 30, 2007, the net interest income at risk for year one in the 100 basis point rising rate scenario was calculated to be $2.0 million, or 2.80%, higher than the net interest income in the rates unchanged scenario, and $3.7 million, or 5.17%, higher than the net interest income in the rate unchanged scenario at the September 30, 2007 simulation with a 200 basis point increase. The net interest income at risk for year two in the 100 basis point rising rate scenario was calculated at $2.5 million, or 3.51% higher than the net interest income in the rates unchanged scenario, and $3.6 million, or 5.02%, higher than the net interest income in the rates unchanged scenario at the September 30, 2007 simulation with a 200 basis point increase. These exposures are well within our policy guidelines of 15.0% and 25.0% for 100 and 200 basis points changes in rate scenarios, respectively. Computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan and security prepayments, deposit run-offs and pricing and reinvestment strategies and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions we may take in response to changes in interest rates. We cannot assure you that our actual net interest income would increase or decrease by the amounts computed by the simulations.
 

46


The following table indicates the estimated impact on net interest income under various interest rate scenarios as of September 30, 2007:
 
   
Change in Future
Net Interest Income Gradual
Raising Rate Scenario - Year 1
 
 
 
At September 30, 2007  
 
Change in Interest Rates
 
Dollar Change
 
Percentage Change
 
   
(Dollars in thousands)
 
+200 basis points over year 1
 
$
3,715
   
5.17
%
+100 basis points over year 1
   
2,009
   
2.80
 
- 100 basis points over year 1
   
(1,171
)
 
(1.63
)
- 200 basis points over year 1
   
(1,121
)
 
(1.56
)
 
   
Change in Future
Net Interest Income Rate
Shock Scenario - Year 2
 
 
 
At September 30, 2007  
 
Change in Interest Rates
 
Dollar Change
 
Percentage Change
 
   
(Dollars in thousands)
 
+200 basis points over year 2
 
$
3,610
   
5.02
%
+100 basis points over year 2
   
2,524
   
3.51
 
- 100 basis points over year 2
   
2,029
   
2.82
 
- 200 basis points over year 2
   
1,638
   
2.28
 

 
We also monitor core funding utilization in each interest rate scenario as well as market value of equity. These measures are used to evaluate long-term interest rate risk beyond the two-year planning horizon.
 
Aggregate Contractual Obligations
 
The following table represents our on and off-balance sheet aggregate contractual obligations, other than deposit liabilities, to make future payments to third parties as of the date specified:
 
   
As of September 30, 2007  
 
   
Less than
One Year
 
One Year to
Three Years
 
Over Three Years
to Five Years
 
 
Over Five Years
 
   
(In thousands)
 
FHLB advances
 
$
 
$
 
$
 
$
468
 
Notes payable to statutory trusts
   
   
   
   
20,619
 
Operating leases
   
1,907
   
3,231
   
2,835
   
16,475
 
Total
 
$
1,907
 
$
3,231
 
$
2,835
 
$
37,562
 
 
In addition, on February 6, 2007, Eurobank, our wholly owned banking subsidiary, closed on the purchase of land and an office building to serve as our new headquarters. The purchase price for the property was $12,360,000.
 
Off-Balance Sheet Arrangements
 
During the ordinary course of business, we provide various forms of credit lines to meet the financing needs of our customers. These commitments, which have a term of less than one year, represent a credit risk and are not represented in any form on our balance sheets.
 
As of September 30, 2007 and December 31, 2006, we had commitments to extend credit of $311.1 million and $308.5 million, respectively. These commitments included standby letters of credit of $14.4 million and $8.4 million, for September 30, 2007 and December 31, 2006, respectively, and commercial letters of credit of $720,000 and $916,000 for the same periods, respectively.
 
The effect on our revenues, expenses, cash flows and liquidity of the unused portions of these commitments cannot reasonably be predicted because there is no guarantee that the lines of credit will be used.
 
47

Recent Accounting Pronouncements
 
For more detail on recent accounting pronouncements please refer to “Note 2 - Recent Accounting Pronouncements” to our condensed consolidated financial statements included herein.
 
ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk
 
The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as set forth in Part I, Item 2 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
 
ITEM 4.    Controls and Procedures
 
As of the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(f) under the Securities Exchanges Act of 1934, as amended.
 
Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the fiscal quarter covered by this report, such disclosure controls and procedures were reasonably designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission; and (b) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
There were no significant changes in our internal controls over financial reporting during the quarter ended September 30, 2007 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
 
PART II -  
OTHER INFORMATION
 
ITEM 1.    Legal Proceedings
 
From time to time, we and our subsidiaries are engaged in legal proceedings in the ordinary course of business, none of which are cu r rently considered to have a material impact on our financial position or results of operation.
 
ITEM 1A. Risk Factors
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. 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 and/or operating results.
 
ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
ITEM 3.    Defaults Upon Senior Securities
 
None.
 
48

ITEM 4.    Submission of Matters to a Vote of Security Holders
 
None.
 
ITEM 5.    Other Information
 
Not applicable.
 
ITEM 6.    Exhibits
 
Exhibit Number
 
Description of Exhibit
     
    10.1 (1)
 
Master Services Agreement by and between Eurobancshares, Inc. and Telefonica USA, Inc. as of August 6, 2007
     
31.1
 
Rule 13a-14(a) Certification of Chief Executive Officer.
     
31.2
 
Rule 13a-14(a) Certification of Chief Financial Officer.
     
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
 
                 
(1) Confidential materials deleted and filed separately with the Securities and Exchange Commission.
 
49


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
EUROBANCSHARES, INC.
 
 
 
 
 
 
Date: November 9, 2007         By:   /s/ Rafael Arrillaga Torréns, Jr
 
Rafael Arrillaga Torréns, Jr.
Chairman of the Board, President and Chief
Executive Officer
   
 
      By:   /s/ Yadira R. Mercado    
Date:  November 9, 2007
Yadira R. Mercado
Chief Financial Officer
 
 

50

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