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. |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Page | ||||||||
1 | ||||||||
Financial Statements: |
||||||||
2 | ||||||||
3 | ||||||||
4 - 9 | ||||||||
Supplemental Schedules: |
||||||||
10 | ||||||||
11 | ||||||||
12 | ||||||||
EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1
2007 | 2006 | |||||||
Assets |
||||||||
Cash and investments: |
||||||||
Cash |
$ | 2,220 | $ | 21,791 | ||||
Investments: |
||||||||
Common stock |
2,531,893 | 2,489,689 | ||||||
Mutual funds |
| 3,330,826 | ||||||
Pooled
separate accounts |
2,901,319 | | ||||||
Guaranteed
investment contract |
497,214 | | ||||||
Total cash and investments |
5,932,646 | 5,842,306 | ||||||
Receivables: |
||||||||
Participants contributions |
19,017 | 17,556 | ||||||
Dividends receivable |
26,433 | 26,916 | ||||||
Other |
82,682 | 77,375 | ||||||
Total receivables |
128,132 | 121,847 | ||||||
Total assets |
6,060,778 | 5,964,153 | ||||||
Liabilities |
||||||||
Excess contributions |
27,642 | 6,151 | ||||||
Other |
17,714 | | ||||||
Total
liabilities |
45,356 | 6,151 | ||||||
Net assets available for benefits |
$ | 6,015,422 | $ | 5,958,002 | ||||
2
Additions: |
||||
Increases to net assets attributed to: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 444,121 | ||
Interest |
9,747 | |||
Dividends |
105,701 | |||
559,569 | ||||
Contributions: |
||||
Participant |
568,882 | |||
Employer |
188,080 | |||
756,962 | ||||
Total
additions |
1,316,531 | |||
Deductions from net assets attributable to benefits and withdrawals |
1,259,111 | |||
Net increase |
57,420 | |||
Net assets available for benefits at beginning of year |
5,958,002 | |||
Net assets available for benefits at end of year |
$ | 6,015,422 | ||
3
(1) | Description of the Plan | |
The following description of Oriental Bank & Trust Cash or Deferred Arrangement Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plans provisions. |
(a) | General | ||
The Plan was organized on January 1, 1992 as a defined contribution plan originally maintained by Oriental Bank & Trust (the Bank) for the benefit of its employees and those of its affiliated companies, who are residents of Puerto Rico, have completed six months of service and are age 21 or older. It contains a cash or deferred arrangement qualifying under Section 1165(e) of the Puerto Rico Internal Revenue Code of 1994 (PRIRC), as amended, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. | |||
Effective January 1, 2005, the Plan was amended and restated in its entirety due to the acquisition of Caribbean Pensions Consultants, Inc., a U.S.-based affiliated company. Effective on said date, Oriental Financial Group Inc. (the Employer) became the sponsor of the Plan. In addition, effective January 1, 2005, the Plan is intended to be a qualified plan pursuant to Section 401(a) and (k) of the U.S. Internal Revenue Code of 1986 (U.S. Code), as amended. Effective October 1, 2005, the Plan appointed a new custodian. | |||
(b) | Contributions | ||
Each year, participants may contribute up to 10% of pretax annual compensation, as defined in the Plan, not exceeding the maximum deferral amount specified by the Puerto Rico and U.S. tax laws. Participants may also contribute amounts representing distributions from other Puerto Rico and U.S. qualified defined benefit or contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. As of December 31, 2006, the Plan offered mutual funds, a fund that invests in the Banks time deposits, and a fund that invests in common stock of the Employer as investment options for participants. The Plan currently offers pooled separate accounts, a guaranteed investment contract, a fund that invests in the Banks time deposits, and a fund that invests in common stock of the Employer as investment options for participants. The Employer currently contributes 80% of the first $1,040 of the participants contributions as discretionary matching contributions. The Employers matching contributions are invested directly in the Employers common stock. Contributions are subject to certain limitations. During the year ended December 31, 2006, the Plan was amended to allow for catch-up contributions. | |||
(c) | Participant Accounts | ||
Each participants account is credited with the participants contribution and allocations of (a) the Employers contribution and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | |||
(d) | Vesting | ||
Participants are immediately vested in their contributions plus actual earnings thereon. The Employers contribution portion of their accounts plus actual earnings thereon vest upon the occurrence of any of the following events: completion of three years of credited service; attaining age 65; total disability while employed by the Employer; or death while employed by the Employer. | |||
(e) | Payment of Benefits | ||
On termination of service due to death, disability, or retirement, a participant may elect to receive the value of the vested interest in his or her account in either a lump-sum distribution, a fixed period that may not exceed the participants life expectancy or through a fixed annuity contract. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. |
4
(f) | Loans to Participants | ||
Participants may borrow up to the lesser of 50% of the present value of nonforfeited accrued benefit of the Participant under the Plan or $50,000, reduced by the difference between the participants highest loan balance during the previous 12-month period and current outstanding balance, if any. Loan repayments may be scheduled for up to five years (or reasonable period of time to be determined at the time the loan is made for a home purchase). The plan administrator determines a reasonable rate of interest for each loan by identifying rates charged by institutions in the business of making similar loans. The specific terms and conditions of such loans are also established by the plan administrator. No loans to participants were outstanding as of December 31, 2007 or 2006. | |||
(g) | Forfeited Accounts | ||
Employer contributions that are not vested upon termination of employment are forfeited and may be used to reduce future contributions to the Plan by the Employer. For the years ended December 31, 2007 and 2006, forfeitures totaling approximately $16,000 and $7,000, respectively were used to off set Employer contributions for 2007 and 2006, respectively. | |||
(h) | Plan Termination | ||
Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their Employers contributions. |
(2) | Summary of Significant Accounting Policies | |
Following are the significant accounting policies followed by the Plan: |
(a) | Basis of Presentation | ||
The accompanying financial statements have been prepared under the accrual method of accounting. | |||
As described in Financial Accounting Standards Board (FASB) Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for plan benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the FSP, the statement of net assets available for benefits presents the fair value of the investment contracts. The contract value of each participant account approximates the fair value of its share of the separate account. | |||
(b) | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates. | |||
(c) | Risks and Uncertainties | ||
The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits. | |||
(d) | Investments Valuation and Income Recognition | ||
The value of each of the pooled separate accounts equals the market value of all the assets within the pool. Securities listed on a national securities exchange are valued at the sale price as of the close of trading on the New York Stock Exchange. If no sale was made, securities are valued at the price set by either a broker or pricing service. Over-the-counter securities are valued at the latest bid price or other ascertainable market value. Money market instruments are valued at cost plus accrued interest. Fixed income securities also include accrued interest. 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. Shares of mutual funds and common stock are valued at quoted closing market prices, which, for mutual funds, represent the net asset value |
5
(NAV) of shares held by the Plan at year-end. Money market funds and time deposits are stated at fair value, which approximates cost plus accumulated interest earnings less distributions to date. | |||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. | |||
(e) | Payments of Benefits | ||
Benefits are recorded when paid. | |||
(f) | Plan Expenses | ||
All mutual funds incur expenses that reduce earnings in the fund and are reflected in the daily NAV. The amount of these expenses, stated as a percentage of assets, is called an expense ratio. The NAVs for the mutual funds are listed publicly and the same NAV applies whether the mutual fund is purchased on the open market or through the Plan. Expense ratios charged by mutual funds cover costs relating to investing, such as the mutual fund managers asset management fees and cost related to administration of the fund. Examples of administrative costs include issuing quarterly statements, operating a service center, and having toll-free numbers available for the participants. Expenses incurred by the mutual funds are netted against earnings of the respective funds in the accompanying statement of changes in net assets available for benefits. Under the group annuity contract entered with Transamerica Life Insurance Company, for the first deposit year, the contract asset charge is calculated and withdrawn monthly, based on the total estimated deposits. Beginning the second deposit year, contract asset charges are assessed each month based on the actual combined balance of all investment accounts and stable value fund. | |||
Administrative expenses, including trustee, legal, auditing, and other fees, may be paid out of the invested assets unless paid by the Employer. Expenses paid and absorbed by the Employer during the year ended December 31, 2007 amounted to approximately $18,000. |
6
(g) | New Accounting Pronouncements | ||
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 established a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Plan does not believe the adoption of SFAS 157 will have a material impact on the financial statements. Investments |
2007 | 2006 | |||||||
Nonparticipant-directed investments: |
||||||||
Common stock: |
||||||||
Oriental Financial Group Inc. common stock;
193,689 and 192,254 shares, respectively |
$ | 2,531,893 | 2,489,689 | |||||
Participant-directed investments: |
||||||||
Pooled separate accounts: |
||||||||
Loomis Sayles Inv Grade Bond,
14,765 and 0 units, respectively |
354,387 | | ||||||
Columbia Marisco 21st Century,
65,756 and 0 units, respectively |
1,144,041 | | ||||||
Guaranteed investment contract |
||||||||
Transamerica
Stable Value Option, 30,693 and 0 units, respectively |
497,214 | | ||||||
Mutual funds: |
||||||||
Fidelity Advisor Growth Opportunities Fund Class T;
0 and 15,323 units, respectively |
| 532,182 | ||||||
Fidelity Advisor Equity Growth Fund Class T;
0 and 11,190 units, respectively |
| 572,184 | ||||||
Fidelity Advisor Government Investment Fund Class T;
0 and 40,343 units, respectively |
| 405,452 | ||||||
U.S. Treasury Money Fund of America |
| 652,383 |
Oriental Financial Group Inc. common
stock |
$ | 73,677 | ||
Pooled separate accounts |
336,112 | |||
Guaranteed investment contract |
17,532 | |||
Mutual funds |
16,800 | |||
Total |
$ | 444,121 | ||
7
(4) | Nonparticipant-Directed Investments | |
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investment (that are invested in Employers common stock) is as follows: |
Net assets at December 31, 2006, Oriental Financial Group
Inc. common stock of 192,254 shares |
$ | 2,489,689 | ||
Changes in net assets during the year: |
||||
Contributions |
255,988 | |||
Dividends |
106,359 | |||
Net appreciation |
73,678 | |||
Benefits paid to participants |
(393,821 | ) | ||
Net increase in net assets |
42,204 | |||
Net assets at December 31, 2007, Oriental Financial Group
Inc. common stock of 193,689 shares |
$ | 2,531,893 | ||
(5) | Related-Party Transactions | |
Certain Plan investments are shares of the Employer common stock. The Employer is the Plan sponsor and, therefore, qualifies as a party-in-interest. At December 31, 2007 and 2006, the Plan held an investment of 193,689 and 192,254 in shares of Oriental Financial Group Inc. common stock, respectively. The fair value of the common stock at December 31, 2007 and 2006 was $2,531,892 and $2,489,689, respectively. | ||
The Plan has a money market account amounting to $53,509 at December 31, 2007 ($4,998 at December 31, 2006), which consists of a time deposit at the Bank, earning interest at 2.82% at December 31, 2007 (4.23% at December 31, 2006). The Bank, who is also the Trustee, is a subsidiary of the Plan sponsor and, therefore, qualifies as a party-in-interest. | ||
(6) | Income Taxes | |
The Plan is intended to be exempt from Puerto Rico and U.S. income taxes under the PRIRC and the U.S. Code. The Plan is required to operate in conformity with the PRIRC and the U.S. Code to maintain its qualification. | ||
The Puerto Rico Treasury Department has determined and informed the Employer by a letter dated April 26, 1993 that effective January 1, 1992, the Plan and the related trust are qualified in accordance with the applicable sections of the PRIRC. The Plan was amended and restated effective January 1, 2005. The Plan is in the process of obtaining a determination letter from the Puerto Rico Treasury Department and the U.S. Internal Revenue Service. It is the Employers legal counselors position that, to the extent the Employer complies with the qualification procedures of the PRIRC, such amendment and restatement will not affect the Puerto Rico and U.S. tax-exempt status of the Plan. |
8
(7) | Other | |
Income taxes were erroneously withheld on dividends paid to participants during the years 2007 and 2006 and the years 1994 through 2003. The balance of taxes withheld totals $82,682 and $77,375 as of December 31, 2007 and 2006, respectively, and has been recorded as other receivables in the accompanying statements of net assets available for benefits. No interest has been reimbursed to the Plan. | ||
(8) | Reconciliation with Form 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 to Form 5500: |
2007 | |||||
Net assets available for benefits per financial statements | $ | 6,015,422 | |||
Amounts allocated to withdrawing participants | (12,079 | ) | |||
Net assets available for benefits per Form 5500 | $ | 6,003,343 | |||
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, 2007 to Form 5500: |
2007 | ||||
Deductions from net assets attributable to benefits and withdrawals per financial statements | $ | 1,259,111 | ||
Amounts allocated to withdrawing participants | 12,079 | |||
Deductions from net assets attributable to benefits and withdrawals per Form 5500 | $ | 1,271,190 | ||
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, 2007, but not yet paid as of that date. Total payments of $12,079 were paid on January 15, 2008 pertaining to 2007 distributions. |
9
(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; 193,689 shares |
N/A | $ | 2,531,893 | |||||||||
Participant directed: | ||||||||||||
Pooled
separate accounts: |
||||||||||||
Columbia Marsico |
Columbia Marsico 21st Century; 65,756 units |
** | 1,144,041 | |||||||||
Loomis Sayles |
Loomis Sayles Inv Grade Bond; 14,765 units |
** | 354,387 | |||||||||
Thornburg |
Thornburg Core Growth; 14,548 units |
** | 246,777 | |||||||||
Transamerica |
Transamerica Core Equity; 11,889 units |
** | 242,239 | |||||||||
Janus Adviser |
Janus Adviser Intl Growth; 2,790 units |
** | 189,096 | |||||||||
Pioneer Cullen |
Pioneer Cullen Value; 8,139 units |
** | 185,205 | |||||||||
AllianceBernstein |
AllianceBernstein Intl Value; 5,652 units |
** | 160,790 | |||||||||
SSgA Dow Jones |
SSgA Dow Jones Sml Cp Val Ind; 2,871 units |
** | 128,387 | |||||||||
Loomis Sayles |
Loomis Sayles Bond; 1,304 |
** | 52,821 | |||||||||
Transamerica |
TA IDEX AA Moderate Growth; 2,963 units |
** | 45,090 | |||||||||
AIM Technology |
AIM Technology; 1,143 units |
** | 36,951 | |||||||||
Transamerica |
TA IDEX AA Moderate; 2,124 units |
** | 31,578 | |||||||||
Transamerica |
Diversified Inv High Yield Opp; 752 units |
** | 16,528 | |||||||||
Transamerica |
TA IDEX AA Growth; 465 units |
** | 7,254 | |||||||||
Transamerica |
TA IDEX AA Conservative; 454 units |
** | 6,618 | |||||||||
Money
Market |
AIM Short Term Liquid Asset |
** | 48 | |||||||||
Oriental Group * |
Money Market
(yields 2.82% at December 31, 2007) |
** | 53,509 | |||||||||
2,901,319 | ||||||||||||
Guaranteed
investment contract: |
||||||||||||
Transamerica |
Transamerica Stable Value; 30,693 units |
** | 497,214 | |||||||||
Total |
$ | 5,930,426 | ||||||||||
* | Party-in-interest. | |
** | Not applicable as these are participant directed. | |
N/A | Not available. |
10
(f) | (h) | |||||||||||||||||||||||||||||||
(b) | Expense | Current value | (i) | |||||||||||||||||||||||||||||
(a) | Description of asset | (c) | (d) | (e) | incurred | (g) | of asset on | Net | ||||||||||||||||||||||||
Identity of | (include interest rate and | Purchase | Selling | Lease | with | Cost of | transaction | gain or | ||||||||||||||||||||||||
party involved | maturity in case of loan) | price | price | rental | transaction | asset | date | (loss) | ||||||||||||||||||||||||
Single transactions: |
||||||||||||||||||||||||||||||||
Oriental Financial Group Inc.: |
||||||||||||||||||||||||||||||||
Common stock |
30 purchases | $89,384 | N/A | N/A | N/A | N/A | 89,384 | N/A | ||||||||||||||||||||||||
Series of transactions: |
||||||||||||||||||||||||||||||||
Oriental Financial Group Inc.: |
||||||||||||||||||||||||||||||||
Common stock |
68 sales | N/A | 402,509 | N/A | N/A | N/A | 402,509 | N/A |
N/A | Not available. |
11
ORIENTAL BANK & TRUST CASH OR DEFERRED ARRANGEMENT PROFIT SHARING PLAN |
||||
(Name of Plan) | ||||
Date:
July 16, 2008
|
/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 |
12