þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Page | ||
Report of Independent Registered Public Accounting Firm |
1 | |
Financial Statements: |
||
Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008 |
2 | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2009 |
3 | |
Notes to Financial Statements |
4 12 | |
Supplemental Schedules: |
||
Schedule I Schedule H, Line 4a Schedule of Delinquent Participant
Contributions for the Year Ended December 31, 2009 |
13 | |
Schedule II Schedule H, Line 4i Schedule of Assets (Held at Year End) at
December 31, 2009 |
14 | |
Signatures |
15 | |
EX-23 CONSENT OF KPMG LLP |
16 |
1
2009 | 2008 | |||||||
Assets: |
||||||||
Cash and investments: |
||||||||
Cash |
$ | 1,720 | 3,220 | |||||
Investments: |
||||||||
Money market instruments |
88,660 | 26,572 | ||||||
Common stock |
2,684,527 | 1,432,406 | ||||||
Insurance Company Investment Contracts: |
||||||||
Pooled separate accounts |
2,634,200 | 1,752,176 | ||||||
Stable value fund |
1,454,264 | 716,502 | ||||||
Total cash and investments |
6,863,371 | 3,930,876 | ||||||
Receivables: |
||||||||
Participants contributions |
43,244 | | ||||||
Employers contributions |
5,602 | 456 | ||||||
Dividends receivable |
9,943 | 33,090 | ||||||
Other |
5,308 | 85,218 | ||||||
Total receivables |
64,097 | 118,764 | ||||||
Total assets |
6,927,468 | 4,049,640 | ||||||
Liabilities: |
||||||||
Other liabilities |
10,735 | | ||||||
Total liabilities |
10,735 | | ||||||
Net assets available for benefits |
$ | 6,916,733 | 4,049,640 | |||||
2
Additions to net assets attributed to: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 2,270,298 | ||
Dividends |
40,907 | |||
Interest and other |
33,829 | |||
Total investment income |
2,345,034 | |||
Contributions: |
||||
Participants |
614,501 | |||
Employer |
199,582 | |||
Total contributions |
814,083 | |||
Other additions |
15,969 | |||
Total additions |
3,175,086 | |||
Deductions from net assets attributable to: |
||||
Benefits and withdrawals |
288,971 | |||
Administrative fees |
19,022 | |||
Total deductions |
307,993 | |||
Net increase |
2,867,093 | |||
Net assets available for benefits at beginning of year |
4,049,640 | |||
Net assets available for benefits at end of year |
$ | 6,916,733 | ||
3
(1) | Description of the Plan |
(a) | General |
(b) | Contributions |
Ending on or before December 31, 2008
|
$ | 8,000 | ||
Ending on or before December 31, 2009
|
$ | 9,000 | ||
Ending on or before December 31, 2011
|
$ | 10,000 | ||
Ending on or before December 31, 2013
|
$ | 11,000 |
4
(c) | Participant Accounts |
(d) | Vesting |
(e) | Payment of Benefits |
(f) | Loans to Participants |
(g) | Forfeited Accounts |
(h) | Plan Termination |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation |
5
(b) | Use of Estimates |
(c) | Risks and Uncertainties |
(d) | Investments Valuation and Income Recognition |
6
(e) | Payments of Benefits |
(f) | Plan Expenses |
(g) | Subsequent Events |
(h) | Adoption of New Accounting Standards |
The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles |
In June 2009, the Financial Accounting Standards Board (FASB) issued The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting, which establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative generally accepted accounting principles (GAAP) for nongovernmental entities. The Codification does not change GAAP. Instead, it takes all individual pronouncements that currently comprise GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with FASB ASC, where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates (ASU). The adoption of this standard did not have a material impact on our financial statements. References to authoritative accounting literature contained in our financial statements are made in accordance with the ASC. | |||
Fair Value Measurements |
In April 2009, the FASB issued an accounting standard on determining fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying transactions that are not orderly. The standard emphasizes that even if there has been significant decrease in the volume of activity, the objective of a fair value measurement remains the same. The standard provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The standard also requires increased disclosures. The standard is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this standard did not have a material impact on our financial statements. |
In September 2009, the FASB issued an accounting standard which permits, as a practical expedient, a reporting entity to measure the fair value of an investment on the basis of net asset value per share of the investment under the condition that the measurement is calculated in accordance with established fair value measurement principles provided in the FASB ASC. The standard provides factors to consider when determining fair value on the basis of net asset value per share such as restrictions on the Plans ability to redeem the investment and the measurement date of the investee. The standard also requires increased disclosures. The standard is effective for interim an annual periods ending after December 15, 2009. The adoption of this standard did not have a material impact on our financial statements. The Plan does not have any investments with unfunded commitments or with any redemption restrictions (with the exception of a Plan-level restriction on the Transamerica Stable Value, a stable value pooled separate account trust, that requires a phased withdrawal of funds in the event of a Plan-level determination to withdraw funds from the trust). |
7
(i) | New Accounting Standards Not Yet Adopted | ||
Fair Value Measurements |
In January 2010, the FASB issued an accounting standard on fair value measurement disclosures. The standard requires new disclosures and clarifies some existing disclosure requirements about fair value measurements as set forth in FASB ASC Subtopic 820-10. This update amends Subtopic 820-10 and now requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfer. Also in the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances and settlements. In addition, this update clarifies existing disclosures as follows: (i) for purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities, and (ii) a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. This update is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll-forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. Plan management does not expect the adoption to have a material effect on the Plans financial statements. |
(3) | Investments |
2009 | 2008 | |||||||
Nonparticipant-directed investments: |
||||||||
Oriental Financial Group Inc. common stock;
248,567 and 236,761 shares, respectively |
$ | 2,684,527 | $ | 1,432,406 | ||||
Participant-directed investments: |
||||||||
Pooled separate accounts: |
||||||||
Loomis Sayles Inv Grade Bond
12,949 and 13,232 units, respectively |
347,537 | 280,176 | ||||||
Columbia Marsico 21st Century
49,823 and 54,518 units, respectively |
611,567 | 525,229 | ||||||
Stable value fund: |
||||||||
Transamerica Stable Value
84,058 and 42,722 units, respectively |
1,454,264 | 716,502 |
Oriental Financial Group Inc.
common
stock |
$ | 1,672,767 | ||
Pooled separate accounts |
597,531 | |||
Total |
$ | 2,270,298 | ||
8
(4) | Nonparticipant-Directed Investments |
Net assets at December 31, 2008, Oriental Financial Group Inc.
common stock of 236,761 shares |
$ | 1,432,406 | ||
Changes in net assets during the year: |
||||
Contributions |
315,091 | |||
Transfers in |
853,645 | |||
Dividends |
64,054 | |||
Net appreciation |
1,672,767 | |||
Benefits paid to participants |
(88,376 | ) | ||
Transfers out |
(1,565,060 | ) | ||
Net increase in net
assets |
1,252,121 | |||
Net assets at December 31, 2009, Oriental Financial Group Inc.
common stock of 248,567 shares |
$ | 2,684,527 | ||
(5) | Related-Party Transactions |
(6) | Income Taxes |
9
The Plan was amended and restated effective January 1, 2005. The Puerto Rico Treasury Department has determined and informed the Employer by letter dated November 8, 2007 that, effective June 1, 2007, the Plan and the related trust were qualified in accordance with the applicable sections of the PRIRC. Effective January 1, 2009, the Plan was amended and restated to, among other things, change the name of the Plan from Oriental Bank & Trust CODA Profit Sharing Plan to Oriental Financial Group, Inc. CODA Profit Sharing Plan, include automatic enrollment provisions, and to be in compliance with certain provisions of the U.S. Internal Revenue Code. On June 18, 2010, the Puerto Rico Department of Treasury issued a favorable determination letter as to the qualified status of the Plan, effective January 1, 2009, under Sections 1165(a) and (e) of the P.R. Code. | ||
(7) | Fair Value | |
As discussed in Note 2, the Plan uses the fair value measurement framework under GAAP. | ||
Fair Value Measurement | ||
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value: |
Level 1 assets and liabilities include equity securities that are traded in an active exchange market, as well as certain U.S. Treasury and other U.S. government agency securities that are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |||
Level 2 observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include (i) mortgage-backed securities for which the fair value is estimated based on valuations obtained from third-party pricing services for identical or comparable assets, (ii) debt securities with quoted prices that are traded less frequently than exchange-traded instruments, and (iii) derivative contracts and financial liabilities (e.g. callable brokered CDs and medium-term notes elected for fair value option) whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. | |||
Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, for which the determination of fair value requires significant management judgment or estimation. |
10
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2009 and 2008. | ||
Money market instruments: stated at fair value, which approximates cost plus accumulated interest earnings less distributions to date. | ||
Oriental Financial Group Inc. common stock: Oriental Financial Group Inc. common stock, which is traded on the New York Stock Exchange (NYSE) under the ticker symbol (OFG) is valued at its quoted market price at the daily close of the NYSE. | ||
Pooled separate accounts: |
| The pooled separate accounts with Transamerica are stated at fair value as reported to the plan by Transamerica, based on the quoted market prices of the underlying mutual funds converted into as unit value of the pooled separate accounts. Separate accounts directly investing in fixed maturity securities are measured based on the pricing data provided by outside valuation service providers who in turn generally use the mean of bid and ask prices but may also use alternative observable pricing inputs for certain securities. The net asset value of the pooled separate accounts is calculated daily and distributions from net investment income and net realized gains are retained by the trust. |
| The Stable Value Fund is valued at contract value, and is based on its beginning balance plus any deposit and credited interest, less any withdrawals, charges, or expenses, a measurement which approximates fair value. |
The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair value, on a recurring basis, as of December 31, 2009 and 2008: |
December 31, 2009 | ||||||||||||
Fair Value Measurements | ||||||||||||
(in thousands) | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Money market instruments |
$ | 88,660 | $ | | $ | | ||||||
Common stock |
2,684,527 | | | |||||||||
Pooled separate accounts |
| 2,634,200 | | |||||||||
Stable value fund |
| 1,454,264 | | |||||||||
$ | 2,773,187 | $ | 4,088,464 | $ | | |||||||
December 31, 2008 | ||||||||||||
Fair Value Measurements | ||||||||||||
(in thousands) | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Money market instruments |
$ | 26,572 | $ | | $ | | ||||||
Common stock |
1,432,406 | | | |||||||||
Pooled separate accounts |
| 1,752,176 | | |||||||||
Stable value fund |
| 716,502 | | |||||||||
$ | 1,458,978 | $ | 2,468,678 | $ | | |||||||
There were no transfers into and out of Level 1 and Level 2 fair value measurements during the year ended December 31, 2009. |
11
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes it valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | ||
(8) | Other | |
Income taxes were erroneously withheld on dividends paid to participants during the years 2008, 2007, and 2006 and the years 1994 through 2003. The balance of taxes withheld totaled $85,218 as of December 31, 2008, and were recorded as other receivables in the accompanying statements of net assets available for benefits. No interest had been reimbursed to the Plans participants. On June 25, 2009, the Bank remitted to the Plans participants the amount erroneously withheld on dividends paid. | ||
(9) | Reconciliation with Form 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2009 to Form 5500: |
Net assets available for benefits per financial statements |
$ | 6,916,733 | ||
Amounts allocated to withdrawing participants |
(1,529 | ) | ||
Net assets available for benefits per form 5500 |
$ | 6,915,204 | ||
The following is a reconciliation of deductions from net assets attributable to benefits and withdrawals per the financial statements for the year ended December 31, 2009 to Form 5500: |
Deductions from net assets attributable to benefits
and withdrawals per financial statements |
$ | 288,971 | ||
Amounts allocated to withdrawing participants |
1,529 | |||
Amounts allocated to withdrawing participants in previous year |
(5,672 | ) | ||
Deductions from net assets attributable to benefits
and withdrawals per form 5500 |
$ | 284,828 | ||
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2009, but not yet paid as of that date. Total payments of $1,529 were paid on January 15, 2010 pertaining to 2009 distributions. | ||
(10) | Prohibited Transaction Participants Contributions Remittances | |
In accordance with the Department of Labors Regulation 2510.3102, an employer is required to segregate participants contributions from its general assets as soon as practical, but in no event more than the 15th business day following the end of the month in which amounts are contributed by participants or withheld from their wages for a pension benefit plan such as the Plan. The Employer failed to remit participants contributions withheld in one out of 12 months during the year ended December 31, 2009. The Employer has agreed to absorb any costs incurred by the Plan as a result of the untimely remittances of the participants contributions. |
12
(b) | (c) | ||||||||
(a) | Relationship to | Description of | (d) | (e) | |||||
Identity of | plan, employer, or | transaction including | Amount on | Lost | |||||
party involved | other party in interest | rate of interest | line 4a* | interest | |||||
Oriental Financial Group, Inc.
|
Plan sponsor | 2009 employees contributions not deposited to Plan in a timely manner. |
$ | 3,323 | 9 |
* | It was noted that there were unintentional delays by the employer in submitting 2009 employees contributions in the amount of $3,323 to the trustee. The employer has not reimbursed the Plan for the lost interest. |
13
(c) | ||||||||||
(b) | Description of investment, | |||||||||
Identity of issue, | including maturity date, rate | |||||||||
borrower, lessor, | of interest, collateral, par, | (d) | (e) | |||||||
(a) | or similar party | or maturity value | Cost | Current value | ||||||
Nonparticipant directed: | ||||||||||
* | Oriental Financial Group, Inc. |
Oriental Financial Group Inc.: |
||||||||
Common Stock; 248,567 shares |
N/A | $ | 2,684,527 | |||||||
Participant directed: | ||||||||||
* | Transamerica |
Pooled Separate Accounts: |
||||||||
Columbia Marsico 2lst Century; 49,823 units |
** | 611,567 | ||||||||
Loomis Sayles Inv Grade Bond; 12,949 units |
** | 347,537 | ||||||||
Thornburg Core Growth; 13,793 units |
** | 166,661 | ||||||||
Transamerica Core Equity; 7,318 units |
** | 115,686 | ||||||||
Janus Adviser Intl Growth; 3,783 units |
** | 220,920 | ||||||||
Pioneer Cullen Value; 10,275 units |
** | 189,553 | ||||||||
AllianceBernstein Intl Value; 7,402 units |
** | 131,320 | ||||||||
SSgA Dow Jones Sml Cp Val Ind; 2,711 units |
** | 110,509 | ||||||||
Loomis Sayles Bond; 1,611 units |
** | 72,631 | ||||||||
TA IDEX AA Moderate Growth; 8,910 units |
** | 115,662 | ||||||||
TA IDEX AA Moderate; 9,140 units |
** | 125,336 | ||||||||
Diversified Inv High Yield Opp; 3,448 units |
** | 83,724 | ||||||||
TA IDEX AA Growth; 24,412 units |
** | 293,735 | ||||||||
TA IDEX AA Conservative; 3,470 units |
** | 49,359 | ||||||||
2,634,200 | ||||||||||
Money Market Instruments: |
||||||||||
Money Market | AIM Short Term Liquid Asset |
** | 85,291 | |||||||
* | Oriental Bank & Trust | Money Market (0.01% yield) |
** | 3,369 | ||||||
88,660 | ||||||||||
Stable Value Fund: |
||||||||||
* | Transamerica | Transamerica Stable Value; 84,058 units |
** | 1,454,264 | ||||||
Total |
$ | 6,861,651 | ||||||||
* | Party in interest as defined by ERISA. | |
** | Not applicable as these are participant directed. |
14
ORIENTAL FINANCIAL GROUP, INC.
CODA PROFIT SHARING PLAN (Name of Plan) |
||||
Date: June 29, 2010 | /s/ Norberto González | |||
Norberto González | ||||
Executive Vice President and Chief Financial Officer |
||||
/s/ José Gabriel Díaz | ||||
José Gabriel Díaz | ||||
First Senior Vice President and Executive Trust Officer |
15
Exhibit No. | Description of Document | |
23.1
|
Consent of KPMG LLP |
16