2020
Annual
Report
More Than Ready / Más que listos
About the Cover
Our front cover reflects our
appreciation for all our employees who
worked so hard through the COVID-19
pandemic in 2020, providing banking
and financial services, many of them
critical, to our customers without
interruption.
Our back cover reflects our hope
vaccines will end the pandemic in a
relatively short time and we will be able
to help our customers rise up as we play
a major role in the recovery of
Puerto Rico and USVI.
About
Founded in 1964, OFG Bancorp is a diversified
financial holding company that operates under
U.S., Puerto Rico, and U.S. Virgin Islands banking
laws and regulations.
Our principal subsidiaries – Oriental Bank, Oriental
Financial Services, and Oriental Insurance – provide
a wide range of retail and commercial banking,
lending a wealth management products, services,
and technology primarily in Puerto Rico and U.S.
Virgin Islands.
As a challenger brand, Oriental differentiates itself
through superior, customer-facing technology
and excellent, value-added service for our retail
customers and commercial clients.
To Our Shareholders
If there was ever a time where we fulfilled our purpose
as a challenger bank, it was 2020. Earthquakes, COVID-19,
economic shutdown, working from home. But we were
more than ready. Más que listo.
We’re so proud of our people. They were dedicated, resilient,
enabling OFG to maintain high levels of service, give back to
our communities, successfully integrate the Scotiabank
acquisition, and deliver excellent results.
Earnings per share increased 43% year-over-year to $1.32,
and capital continued to build with the CET1 ratio at 13.08%
and tangible book value of $16.97 per share.
To see and hear more about our results and strategic
initiatives, please visit our 2020 digital annual report site at
http://annualreport.orientalbank.com.
Thank you,
José Rafael Fernández
President, CEO and Vice Chairman of the Board
Form 10K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 001-12647
OFG Bancorp
Incorporated in the Commonwealth of Puerto Rico, IRS Employer Identification No. 66-0538893
Principal Executive Offices:
254 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
Telephone Number: (787) 771-6800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common shares, par value $1.00 per share
7.125% Noncumulative Monthly Income
Preferred Stock, Series A ($25.00 liquidation
preference per share)
7.0% Noncumulative Monthly Income
Preferred Stock, Series B ($25.00 liquidation
preference per share)
7.125% Noncumulative Perpetual Preferred
Stock, Series D ($25.00 liquidation
preference per share)
OFG
OFG.PRA
OFG.PRB
OFG.PRD
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the common stock held by non-affiliates of OFG Bancorp (the “Company”) was approximately $686.4 million as of
June 30, 2020 based upon 51,342,232 shares outstanding and the reported closing price of $13.37 on the New York Stock Exchange on that date.
As of January 31, 2021, the Company had 51,393,477 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement relating to the 2021 annual meeting of shareholders are incorporated herein by reference in
response to Items 10 through 14 of Part III, except for certain information set forth herein under Item 12.
OFG Bancorp
FORM 10-K
For the Year Ended December 31, 2020
TABLE OF CONTENTS
PART I
Item 1.
Business ..................................................................................................................................................................................3
Item 1A. Risk Factors ............................................................................................................................................................................21
Item 1B. Unresolved Staff Comments...................................................................................................................................................30
Item 2.
Properties ................................................................................................................................................................................30
Legal Proceedings...................................................................................................................................................................30
Item 3.
Item 4. Mine Safety Disclosures .........................................................................................................................................................30
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.....................................................................................................................................................................31
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.................................................32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...............................................................................................69
Item 8.
Financial Statements and Supplementary Data ......................................................................................................................74
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................................................176
Item 9A. Controls and Procedures .........................................................................................................................................................176
Item 9B. Other Information ...................................................................................................................................................................176
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..............................178
Item 15. Exhibits and Financial Statement Schedules .........................................................................................................................179
Item 16. Form 10-K Summary .............................................................................................................................................................179
PART IV
FORWARD-LOOKING STATEMENTS
The information included in this annual report on Form 10-K contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements may relate to the financial condition, results of
operations, plans, objectives, future performance and business of OFG Bancorp (“we,” “our,” “us” or “Oriental”), including, but not
limited to, statements with respect to the adequacy of the allowance for loan losses, delinquency trends, market risk and the impact of
interest rate changes, capital markets conditions, capital adequacy and liquidity, and the effect of legal proceedings and new
accounting standards on Oriental’s financial condition and results of operations. All statements contained herein that are not clearly
historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project”
and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar
expressions are generally intended to identify forward-looking statements.
These statements are not guarantees of future performance and involve certain risks, uncertainties, estimates and assumptions by
management that are difficult to predict. Various factors, some of which by their nature are beyond Oriental’s control, could cause
actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Factors that might cause
such a difference include, but are not limited to:
the rate of growth in the economy and employment levels, as well as general business and economic conditions;
changes in interest rates, as well as the magnitude of such changes;
a credit default by municipalities of the government of Puerto Rico;
amendments to the fiscal plan approved by the Financial Oversight and Management Board for Puerto Rico;
determinations in the court-supervised debt-restructuring process under Title III of PROMESA for the Puerto Rico government and
all of its agencies, including some of its public corporations;
unforeseen or catastrophic events, including extreme weather events, other natural disasters, man-made disasters or the emergence
of pandemics, which could cause a disruption in our operations or other adverse consequences for our business;
the impact of property, credit and other losses in Puerto Rico as a result of hurricanes, earthquakes and other natural disasters;
the amount of government, private and philanthropic financial assistance for the reconstruction of Puerto Rico’s critical
infrastructure, which suffered catastrophic damages caused by hurricane Maria in 2017 and earthquakes in 2020;
the pace and magnitude of Puerto Rico’s economic recovery;
the fiscal and monetary policies of the federal government and its agencies;
changes in federal bank regulatory and supervisory policies, including required levels of capital;
the relative strength or weakness of the commercial and consumer credit sectors and the real estate market in Puerto Rico;
the performance of the stock and bond markets;
competition in the financial services industry;
possible legislative, tax or regulatory changes;
the emergence of widespread health emergencies or pandemics, including the magnitude and duration of the Covid-19 pandemic
and its impact on the United States, Puerto Rico, and/or global economy, financial market conditions and our business, results of
operations and financial condition; and
the impact of the actions taken by federal and local governmental authorities to try and contain the Covid-19 virus and its variants
or address the impact of the virus on the United States and Puerto Rico economy (including, without limitation, the CARES Act),
and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our
borrowers and other customers.
1
Other possible events or factors that could cause results or performance to differ materially from those expressed in these forward-
looking statements include the following: negative economic conditions that adversely affect the general economy, housing prices, the
job market, consumer confidence and spending habits which may affect, among other things, the level of non-performing assets,
charge-offs and provision expense; changes in interest rates and market liquidity which may reduce interest margins, impact funding
sources and affect the ability to originate and distribute financial products in the primary and secondary markets; adverse movements
and volatility in debt and equity capital markets; changes in market rates and prices which may adversely impact the value of financial
assets and liabilities; risk of impairment of investment securities, goodwill, other intangible assets or deferred tax assets; liabilities
resulting from litigation and regulatory investigations; changes in accounting standards, rules and interpretations; increased
competition; Oriental’s ability to grow its core businesses; decisions to downsize, sell or close units or otherwise change Oriental’s
business mix; and management’s ability to identify and manage these and other risks.
All forward-looking statements included in this annual report on Form 10-K are based upon information available to Oriental as of the
date of this report, and other than as required by law, including the requirements of applicable securities laws, Oriental assumes no
obligation to update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances
after the date of such statements.
2
ITEM 1. BUSINESS
General
Oriental is a publicly-owned financial holding company incorporated on June 14, 1996 under the laws of the Commonwealth of Puerto
Rico, providing a full range of banking and financial services through its subsidiaries. Oriental is subject to the provisions of the
U.S. Bank Holding Company Act of 1956, as amended, (the “BHC Act”) and accordingly, subject to the supervision and regulation of
the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”).
Oriental provides comprehensive banking and financial services to its clients through a complete range of banking and financial
solutions, including commercial, consumer, auto, and mortgage lending; checking and savings accounts; financial planning, insurance,
financial services, and securities brokerage; and corporate and individual trust and retirement services. Oriental operates through three
major business segments: Banking, Wealth Management, and Treasury, differentiating the Oriental brand through customer
segmentation and innovative solutions, primarily in Puerto Rico and United States Virgin Islands (the “USVI”). Oriental provides
these services through various subsidiaries, including a commercial bank, Oriental Bank (the "Bank"), a securities broker-dealer,
Oriental Financial Services LLC (“Oriental Financial Services”), an insurance agency, Oriental Insurance, LLC (“Oriental
Insurance”), a retirement plan administrator, Oriental Pension Consultants, Inc. (“OPC”), and a commercial lender, OFG USA LLC
(“OFG USA”), which is a subsidiary of the Bank. All our subsidiaries are based in San Juan, Puerto Rico and the USVI, except for
OPC which is based in Boca Raton, Florida, and OFG USA which is based in Cornelius, North Carolina. Oriental has 54 branches in
Puerto Rico and 2 branches in the USVI. Oriental’s long-term goal is to strengthen its banking and financial services franchise by
expanding its lending businesses, increasing the level of integration in the marketing and delivery of banking and financial services,
maintaining effective asset-liability management, growing non-interest revenue from banking and financial services, and improving
operating efficiencies.
Oriental’s strategy involves:
Build relationships with customers by refining service delivery and providing innovative banking technologies for
day-to-day customer transactions, and achieving sustainable levels of differentiation in the market;
Further grow and improve performance in all operating areas;
Continue to invest for the future in transforming our business model, further simplifying operations, improving
efficiencies and enhancing our ability to serve customers;
Focusing on greater growth in commercial and retail lending and wealth management services; and
Implementing a broad ranging effort to instill in employees and make customers aware of Oriental’s determination to
effectively serve and advise its customer base in a responsive and professional manner.
Together with a highly experienced group of senior and mid-level executives and the benefits from the acquisitions of Eurobank
Puerto Rico, the Puerto Rico operations of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) and the Puerto Rico and USVI
operations of The Bank of Nova Scotia (“BNS”), this strategy has resulted in sustained growth in Oriental’s deposit-taking activities,
commercial, consumer and mortgage lending and financial service activities, allowing Oriental to distinguish itself in a highly
competitive industry. Oriental is not immune from general and local financial and economic conditions. Past experience is not
necessarily indicative of future performance but given market uncertainties and on a reasonable time horizon of three to five years,
this strategy is expected to maintain its steady progress towards Oriental’s long-term goal.
Oriental’s principal funding sources are branch deposits, Federal Home Loan Bank (“FHLB”) advances, wholesale deposits, and
subordinated capital notes. Through its branch network, Oriental Bank offers personal non-interest and interest-bearing checking
accounts, savings accounts, certificates of deposit, individual retirement accounts (“IRAs”) and commercial non-interest bearing
checking accounts. The FDIC insures the Bank’s deposit accounts up to applicable limits. Management makes retail deposit pricing
decisions periodically, adjusting the rates paid on retail deposits in response to general market conditions and local competition.
Pricing decisions take into account the rates being offered by other local banks, the London Interbank Offered Rate (“LIBOR”), and
mainland U.S. market interest rates.
3
Significant Transactions – The Scotiabank PR & USVI Acquisition
On December 31, 2019, Oriental purchased from BNS all outstanding common stock of Scotiabank de Puerto Rico (“Scotiabank”) for
an aggregate purchase price of $550 million. Immediately following the closing of such acquisition, Oriental merged Scotiabank de
Puerto Rico with and into the Bank, with the Bank continuing as the surviving entity. As part of this transaction, the Bank also
acquired the USVI banking operations of BNS through an acquisition of certain assets (including loans, ATMs and physical branch
locations) and an assumption of certain liabilities (including deposits) for their net book value plus a $10 million premium on deposits.
In addition, Oriental acquired certain loans and assumed certain liabilities, from BNS’s Puerto Rico branch for their net book value.
As a result of the acquisition (the “Scotiabank PR & USVI Acquisition”), Oriental added $2.2 billion net loans and $3 billion dollars
in core low-cost deposits with a bargain purchase gain of $7.7 million, including $7.3 million remeasurement adjustments during
2020, recorded as “Bargain purchase from Scotiabank PR & USVI Acquisition” in the consolidated statement of operations. The
consolidated financial statements at December 31, 2020 and 2019 contemplate the effect of the Scotiabank PR & USVI Acquisition.
Due to the acquisition closing occurring at 2019 year-end, Oriental’s consolidated statement of operations for the year ended
December 31, 2019 reflected Oriental’s pre-acquisition operations, except for $24.1 million acquisition related expenses, while the
Statement of Financial Condition at December 31, 2019 reflected the newly acquired assets and liabilities.
During the year ended December 31, 2020, Oriental successfully completed the integration of the Scotiabank PR & USVI Acquisition
and related cost-savings in the middle of a pandemic.
Segment Disclosure
Oriental has three reportable segments: Banking, Wealth Management, and Treasury. Management established the reportable
segments based on the internal reporting used to evaluate performance and to assess where to allocate resources. Other factors such as
Oriental’s organizational structure, nature of products, distribution channels and economic characteristics of the products or services
were also considered in the determination of the reportable segments. Oriental measures the performance of these reportable segments
based on pre-established annual goals involving different financial parameters such as net income, interest rate spread, loan
production, and fees generated.
For detailed information regarding the performance of Oriental’s operating segments, please refer to Note 30 in Oriental’s
accompanying consolidated financial statements.
Banking Activities
The Bank, Oriental’s main subsidiary, is a full-service Puerto Rico commercial bank with its main office located in San Juan, Puerto
Rico. The Bank has 54 branches throughout Puerto Rico and 2 branches in the USVI. As an FDIC-insured Puerto Rico-chartered
commercial bank, it is subject to examination by the FDIC and the Office of the Commissioner of Financial Institutions of Puerto Rico
(the “OCFI”). The Bank offers banking services such as commercial, consumer, and mortgage lending, savings and time deposit
products, financial planning, and corporate and individual trust services, and capitalizes on its retail banking network to provide
commercial and mortgage lending products to its clients. The Bank has an operating subsidiary, OFG USA, which is organized in
Delaware. It also has three international banking entities (each an “IBE”) organized in Puerto Rico pursuant to the International
Banking Center Regulatory Act of Puerto Rico, as amended (the “IBE Act”), two are units operating within the Bank, named Oriental
Overseas and Oriental International (the “IBE Units”), and the other is a wholly-owned subsidiary of the Bank, named Oriental
International Bank, Inc. (the “IBE Subsidiary”). The IBE Units and IBE Subsidiary offer the Bank certain Puerto Rico tax advantages,
and their services are limited under Puerto Rico law to persons and assets/liabilities located outside of Puerto Rico.
Banking activities include the Bank’s branches and mortgage banking activities with traditional retail banking products such as
deposits, commercial loans, consumer loans and mortgage loans. The Bank’s lending activities are primarily with consumers located
in Puerto Rico and the USVI. The Bank’s lending transactions include a diversified number of industries and activities, all of which
are encompassed within four main categories: commercial, consumer, mortgage and auto.
4
Oriental’s mortgage banking activities are conducted through a division of the Bank. The mortgage banking activities include the
origination of mortgage loans for the Bank’s own portfolio, the sale of loans directly into the secondary market or the securitization of
conforming loans into mortgage-backed securities, and the purchase or assumption of the right to service loans originated by others.
The Bank originates Federal Housing Administration (“FHA”) insured mortgages, Veterans Administration (“VA”) guaranteed
mortgages, and Rural Housing Service (“RHS”) guaranteed loans that are primarily securitized for issuance of Government National
Mortgage Association (“GNMA”) mortgage-backed securities which can be resold to individual or institutional investors in the
secondary market. Conventional loans that meet the underwriting requirements for sale or exchange under standard Federal National
Mortgage Association (the “FNMA”) or the Federal Home Loan Mortgage Corporation (the “FHLMC”) programs are referred to as
conforming mortgage loans and are also securitized for issuance of FNMA or FHLMC mortgage-backed securities. The Bank is an
approved seller of FNMA and FHLMC mortgage loans for issuance of FNMA and FHLMC mortgage-backed securities. The Bank is
also an approved issuer of GNMA mortgage-backed securities. The servicing of the residential mortgage loan portfolio acquired in
2012 as part of its acquisition of the Puerto Rico operations of BBVA (the “BBVAPR Acquisition”) is performed through a sub-
servicer that owns the servicing rights to such loans. Oriental services the GNMA, FNMA, and FHLMC pools that it issues and the
rest of its owned-residential mortgage loan portfolio.
Loan Underwriting
Auto loans: Oriental provides financing for the purchase of new or used motor vehicles. These loans are generated mainly through
dealers authorized and approved by the auto credit department committee of Oriental. The auto credit department has the specialized
structure and resources to provide the service required for this product according to market demands and trends. The auto loan credit
policy establishes specific guidance and parameters for the underwriting and origination processes. Underwriting procedures, lending
limits, interest rate approval, insurance coverage, Fair Isaac Corporation (“FICO”) score, and automobile brand restrictions are some
parameters and internal controls implemented to ensure the quality and profitability of the auto loan portfolio. The proprietary credit
scoring system is a fundamental part of the decision process.
Consumer loans: Consumer loans include personal loans, credit cards, lines of credit and other loans made by the Bank to individual
borrowers. All loan originations must be underwritten in accordance with Oriental’s underwriting criteria and include an assessment of
each borrower’s personal financial condition, including verification of income, assets, FICO score, and credit reports. The proprietary
credit scoring system is a fundamental part of the decision process.
Residential mortgage loans: All loan originations, regardless of whether originated through Oriental’s retail banking network or
purchased from third parties, must be underwritten in accordance with Oriental’s underwriting criteria, including loan-to-value ratios,
borrower income qualifications, debt ratios and credit history, FICO score, investor requirements, and title insurance and property
appraisal requirements. Oriental’s mortgage underwriting standards comply with the relevant guidelines set forth by the Department of
Housing and Urban Development (“HUD”), VA, FNMA, FHLMC, federal and Puerto Rico banking regulatory authorities, as
applicable. Oriental’s underwriting personnel, while operating within Oriental’s loan offices, make underwriting decisions
independent of Oriental’s mortgage loan origination personnel.
Commercial loans: Commercial loans include lines of credit and term facilities to finance business operations and to provide working
capital for specific purposes, such as to finance the purchase of assets, equipment or inventory. Since a borrower’s cash flow from
operations is generally the primary source of repayment, Oriental’s analysis of the credit risk focuses heavily on the borrower’s debt-
repayment capacity. Commercial term loans generally have terms from one to five years, may be collateralized by the asset being
acquired, real estate, or other available assets, and bear interest rates that float with the prime rate, LIBOR or another established
index, or are fixed for the term of the loan. Lines of credit are extended to businesses based on an analysis of the financial strength and
integrity of the borrowers and are generally secured primarily by real estate, accounts receivables or inventory, and have a maturity of
one year or less. Such lines of credit bear an interest rate that floats with a base rate, the prime rate, LIBOR, or another established
index.
5
Sale of Loans and Securitization Activities
Oriental may engage in the sale or securitization of the residential mortgage loans that it originates. Oriental is an approved issuer of
GNMA-guaranteed mortgage-backed securities which involves the packaging of FHA loans, RHS loans and VA loans into pools.
Oriental can also act as issuer in the case of conforming conventional loans which involves grouping these types of loans into pools
and issuing FNMA or FHLMC mortgage-backed securities. The issuance of mortgage-backed securities provides Oriental with the
flexibility of either selling the security into the open market or retaining it on books. In the case of conforming conventional loans,
Oriental may also sell such loans through the FNMA and FHLMC cash window programs.
Wealth Management Activities
Wealth management activities are generated by such businesses as securities brokerage, trust services, retirement planning, insurance,
pension administration, and other financial services.
Oriental Financial Services, a Puerto Rico limited liability company, is Oriental’s subsidiary engaged in securities brokerage and
investment advisory activities in accordance with Oriental’s strategy of providing fully integrated financial solutions, covering various
investment alternatives such as tax-advantaged fixed income securities, mutual funds, stocks, and bonds to retail and institutional
clients. It also offers separately-managed accounts and mutual fund asset allocation programs sponsored by unaffiliated professional
asset managers. These services are designed to meet each client’s specific needs and preferences, including transaction-based pricing
and asset-based fee pricing. It has managed and participated in public offerings and private placements of debt and equity securities in
Puerto Rico and has engaged in municipal securities business with the Commonwealth of Puerto Rico and its instrumentalities,
municipalities, and public corporations. Oriental Financial Services, a member of FINRA and the Securities Investor Protection
Corporation, is a registered securities broker-dealer pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Oriental Financial Services does not carry customer accounts and is, accordingly, exempt from the Customer Protection Rule
(SEC Rule 15c3-3). It clears securities transactions through Pershing LLC, a clearing agent that carries the accounts of its customers
on a “fully disclosed” basis.
Oriental Insurance, a Puerto Rico limited liability company, is Oriental’s subsidiary engaged in insurance agency services. It provides
Oriental with cross-marketing opportunities under the legal framework established by the financial modernization legislation. Oriental
Insurance currently earns commissions by acting as a licensed insurance agent in connection with the issuance of insurance policies by
unaffiliated insurance companies and continues to cross market its services to Oriental’s existing customer base.
OPC, a Florida corporation, is Oriental’s subsidiary engaged in the administration of retirement plans in the U.S., Puerto Rico, and the
Caribbean.
Corporate and individual trust services are provided by Oriental Trust, the Bank’s trust division.
Treasury Activities
Treasury activities encompass all of the Company’s treasury-related functions. Oriental’s investment portfolio consists of mortgage-
backed securities, obligations of U.S. government-sponsored agencies, U.S. Treasury securities and money market instruments. U.S.
agency mortgage-backed securities, the largest component, consist principally of pools of residential mortgage loans that are made to
consumers and could be either retained as AFS securities or resold in the form of pass-through certificates in the secondary market, the
payment of interest and principal of those pools is guaranteed by GNMA, FNMA or FHLMC.
Market Area and Competition
The main geographic business and service area of Oriental is in Puerto Rico, where the banking market is highly competitive. Puerto
Rico banks are subject to the same federal laws, regulations and supervision that apply to similar institutions in the U.S. Oriental also
competes with brokerage firms with retail operations, credit unions, savings and loan cooperatives, small loan companies, insurance
agencies, and mortgage banks in Puerto Rico. Oriental encounters intense competition in attracting and retaining deposits and in its
consumer and commercial lending activities. Management believes that Oriental has been able to compete effectively for deposits and
loans by offering a variety of transactional account products and loans with competitive terms, emphasizing the quality of its service.
Puerto Rico has experienced a significant consolidation of commercial banks since 2010, which has created an environment for more
rational loan and deposit pricing. Oriental’s ability to originate loans depends primarily on the services that it provides to its
borrowers, in making prompt credit decisions, and on the rates and fees that it charges.
6
Oriental is also developing new commercial relationships in the United States, as it launched in late 2017 the U.S. commercial loan
program, generally consisting of purchases of loan participations in credit facilities to commercial borrowers in the U.S. mainland.
As part of the Scotiabank PR & USVI Acquisition on December 31, 2019, Oriental began to operate in the USVI with the intention to
grow the business acquired in such jurisdiction.
Regulation and Supervision
General
Oriental is a financial holding company subject to supervision and regulation by the Federal Reserve Board under the BHC Act, as
amended by the Gramm-Leach-Bliley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”). The qualification requirements and the process for a bank holding company that elects to be treated as a financial holding
company requires that a bank holding company and all of the subsidiary banks controlled by it at the time of election must be and
remain at all times “well capitalized” and “well managed.”
Oriental elected to be treated as a financial holding company as permitted by the Gramm-Leach-Bliley Act. Under that law, if Oriental
fails to meet the requirements for being a financial holding company and is unable to correct such deficiencies within certain
prescribed time periods, the Federal Reserve Board could require Oriental to divest control of its depository institution subsidiary or
alternatively cease conducting activities that are not permissible for bank holding companies that are not financial holding companies.
Financial holding companies may engage, directly or indirectly, in any activity that is determined to be (i) financial in nature or
incidental to such financial activity, or (ii) complementary to a financial activity provided it does not pose a substantial risk to the
safety and soundness of depository institutions or the financial system generally. The Gramm-Leach-Bliley Act specifically provides
that the following activities have been determined to be “financial in nature”: (a) lending, trust and other banking activities;
(b) insurance activities; (c) financial, investment or economic advisory services; (d) securitization of assets; (e) securities underwriting
and dealing; (f) existing bank holding company domestic activities; (g) existing bank holding company foreign activities; and
(h) merchant banking activities. A financial holding company may generally commence any activity, or acquire any company, that is
financial in nature without prior approval of the Federal Reserve Board. As provided by the Dodd-Frank Act, a financial holding
company may not acquire a company, without prior Federal Reserve Board approval, in a transaction in which the total consolidated
assets to be acquired by the financial holding company exceed $10 billion.
In addition, the Gramm-Leach-Bliley Act specifically gives the Federal Reserve Board the authority, by regulation or order, to expand
the list of financial or incidental activities, but requires consultation with the U.S. Treasury Department and gives the Federal Reserve
Board authority to allow a financial holding company to engage in any activity that is complementary to a financial activity and does
not pose a substantial risk to the safety and soundness of depository institutions or the financial system.
Oriental is required to file with the Federal Reserve Board and the SEC periodic reports and other information concerning its own
business operations and those of its subsidiaries. In addition, Federal Reserve Board approval must also be obtained before a bank
holding company acquires all or substantially all of the assets of another bank or merges or consolidates with another bank holding
company. The Federal Reserve Board also has the authority to issue cease and desist orders against bank holding companies and their
non-bank subsidiaries.
The Bank is regulated by various agencies in the United States and the Commonwealth of Puerto Rico. Its main regulators are the
OCFI and the FDIC. The Bank is subject to extensive regulation and examination by the OCFI and the FDIC and is subject to the
Federal Reserve Board’s regulation of transactions between the Bank and its affiliates. The Bank’s activities in the USVI are also
subject to regulation and examination by the USVI Banking Board. The federal and Puerto Rico laws and regulations which are
applicable to the Bank regulate, among other things, the scope of its business, its investments, its reserves against deposits, the timing
of the availability of deposited funds, and the nature and amount of and collateral for certain loans. In addition to the impact of such
regulations, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the
money supply and credit availability in order to control inflation in the economy.
7
Oriental’s mortgage banking business is subject to the rules and regulations of FHA, VA, RHS, FNMA, FHLMC, HUD and GNMA
with respect to the origination, processing, servicing and selling of mortgage loans and the sale of mortgage-backed securities. Those
rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for
inspections and appraisal reports, require credit reports on prospective borrowers and fix maximum loan amounts, and, with respect to
VA loans, fix maximum interest rates. Mortgage origination activities are subject to, among others, the Equal Credit Opportunity Act,
the Truth-in-Lending Act, the Real Estate Settlement Procedures Act and the regulations promulgated thereunder which, among other
things, prohibit discrimination and require the disclosure of certain basic information to mortgagors concerning credit terms and
settlement costs. Oriental is also subject to regulation by the OCFI with respect to, among other things, licensing requirements and
maximum origination fees on certain types of mortgage loan products.
Oriental and its subsidiaries are subject to the rules and regulations of certain other regulatory agencies. Oriental Financial Services, as
a registered broker-dealer, is subject to the supervision, examination and regulation of FINRA, the SEC, and the OCFI in matters
relating to the conduct of its securities business, including record keeping and reporting requirements, supervision and licensing of
employees, and obligations to customers. As a registered investment adviser, it is subject to the supervision, examination and
regulation of the SEC in connection with its advisory activities and is subject to custody, disclosure, books and records, contractual
and other requirements.
Oriental Insurance is subject to the supervision, examination and regulation of the Office of the Commissioner of Insurance of Puerto
Rico in matters relating to insurance sales, including but not limited to, licensing of employees, sales practices, charging of
commissions and reporting requirements.
Dodd-Frank Wall Street Reform and Consumer Protection Act
The Dodd-Frank Act implemented a variety of far-reaching changes and has been described as the most sweeping reform of the
financial services industry since the 1930’s. It has a broad impact on the financial services industry, including significant regulatory
and compliance changes, such as: (i) enhanced resolution authority of troubled and failing banks and their holding companies;
(ii) enhanced lending limits strengthening the existing limits on a depository institution’s credit exposure to one borrower;
(iii) increased capital and liquidity requirements; (iv) increased regulatory examination fees; (v) changes to assessments to be paid to
the FDIC for federal deposit insurance; (vi) prohibiting bank holding companies, such as Oriental, from including in regulatory Tier 1
capital future issuances of trust preferred securities or other hybrid debt and equity securities; and (vii) numerous other provisions
designed to improve supervision and oversight of, and strengthening safety and soundness for, the financial services sector.
Additionally, the Dodd-Frank Act established a new framework for systemic risk oversight within the financial system to be
distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, the Federal
Reserve Board, the Office of the Comptroller of the Currency and the FDIC. Further, the Dodd-Frank Act addresses many corporate
governance and executive compensation matters that affect most U.S. publicly traded companies, including Oriental. A few provisions
of the Dodd-Frank Act became effective immediately, while various provisions have become effective in stages. Many of the
requirements called for in the Dodd-Frank Act have been implemented over time and most are subject to implementing regulations.
The Dodd-Frank Act also created a new consumer financial services regulator, the Consumer Financial Protection Bureau (the
“CFPB”), which assumed most of the consumer financial services regulatory responsibilities previously exercised by federal banking
regulators and other agencies. The CFPB’s primary functions include the supervision of “covered persons” (broadly defined to include
any person offering or providing a consumer financial product or service and any affiliated service provider) for compliance with
federal consumer financial laws. It has primary authority to enforce the federal consumer financial laws, as well as exclusive authority
to require reports and conduct examinations for compliance with such laws in the case of any insured depository institution with total
assets of more than $10 billion and any affiliate thereof. The CFPB also has broad powers to prescribe rules applicable to a covered
person or service provider in connection with any transaction with a consumer for a consumer financial product or service, or the
offering of a consumer financial product or service.
Holding Company Structure
The Bank is subject to restrictions under federal laws that limit the transfer of funds to its affiliates (including Oriental), whether in the
form of loans, other extensions of credit, investments or asset purchases, among others. Such transfers are limited to 10% of the
transferring institution’s capital stock and surplus with respect to any affiliate (including Oriental), and, with respect to all affiliates, to
an aggregate of 20% of the transferring institution’s capital stock and surplus. Furthermore, such loans and extensions of credit are
required to be secured in specified amounts, carried out on an arm’s length basis, and consistent with safe and sound banking
practices.
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Under the Dodd-Frank Act, a bank holding company, such as Oriental, must serve as a source of financial strength for any subsidiary
depository institution. The term “source of financial strength” is defined as the ability of a company to provide financial assistance to
its insured depository institution subsidiaries in the event of financial distress at such subsidiaries. This support may be required at
times when, absent such requirement, the bank holding company might not otherwise provide such support. In the event of a bank
holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain capital
of a subsidiary bank will be assumed by the bankruptcy trustee and be entitled to a priority of payment. In addition, any capital loans
by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. The Bank is currently the only depository institution subsidiary of Oriental.
Since Oriental is a financial holding company, its right to participate in the assets of any subsidiary upon the latter’s liquidation or
reorganization will be subject to the prior claims of the subsidiary’s creditors (including depositors in the case of the Bank) except to
the extent that Oriental is a creditor with recognized claims against the subsidiary.
Dividend Restrictions
The principal source of funds for Oriental is the dividends from the Bank. The ability of the Bank to pay dividends on its common
stock is restricted by the Puerto Rico Banking Act of 1933, as amended (the “Banking Act”), the Federal Deposit Insurance Act, as
amended (the “FDIA”), and the FDIC regulations. In general terms, the Banking Act provides that when the expenditures of a bank
are greater than its receipts, the excess of expenditures over receipts shall be charged against the undistributed profits of the bank and
the balance, if any, shall be charged against the required reserve fund of the bank. If there is no sufficient reserve fund to cover such
balance, in whole or in part, the outstanding amount shall be charged against the bank’s capital account. The Banking Act provides
that until said capital has been restored to its original amount and the reserve fund to 20% of the original capital, the bank may not
declare any dividends. In general terms, the FDIA and the FDIC regulations restrict the payment of dividends when a bank is
undercapitalized, when a bank has failed to pay insurance assessments, or when there are safety and soundness concerns regarding a
bank.
The payment of dividends by the Bank may also be affected by other regulatory requirements and policies, such as maintenance of
adequate capital. If, in the opinion of the regulatory authority, a depository institution under its jurisdiction is engaged in, or is about to
engage in, an unsafe or unsound practice (that, depending on the financial condition of the depository institution, could include the
payment of dividends), such authority may require, after notice and hearing, that such depository institution cease and desist from such
practice. The Federal Reserve Board has a policy statement that provides that an insured bank or bank holding company should not
maintain its existing rate of cash dividends on common stock unless (i) the organization’s net income available to common
shareholders over the past year has been sufficient to fully fund the dividends and (ii) the prospective rate of earnings retention
appears consistent with the organization’s capital needs, asset quality, and overall financial condition. In addition, all insured
depository institutions are subject to the capital-based limitations required by the Federal Deposit Insurance Corporation Improvement
Act of 1991 (“FDICIA”).
Federal Home Loan Bank System
The FHLB system, of which the Bank is a member, consists of 12 regional FHLBs governed and regulated by the Federal Housing
Finance Agency. The FHLB serves as a credit facility for member institutions within their assigned regions. They are funded primarily
from proceeds derived from the sale of consolidated obligations of the FHLB system. They make loans (i.e., advances) to members in
accordance with policies and procedures established by the FHLB and the boards of directors of each regional FHLB.
As a system member, the Bank is entitled to borrow from the FHLB of New York (the “FHLB-NY”) and is required to invest in
FHLB membership and activity-based stock. The Bank must purchase membership stock equal to the greater of $1,000 or 0.15% of
certain mortgage-related assets held by the Bank. The Bank is also required to purchase activity-based stock equal to 4.50% of
outstanding advances to the Bank by the FHLB. The Bank is in compliance with the membership and activity-based stock ownership
requirements described above. All loans, advances and other extensions of credit made by the FHLB to the Bank are secured by a
portion of the Bank’s mortgage loan portfolio, certain other investments, and the capital stock of the FHLB held by the Bank. The
Bank is required to maintain a minimum amount of qualifying collateral with a fair value of at least 110% of the outstanding
advances.
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Prompt Corrective Action Regulations
Pursuant to the Dodd-Frank Act, federal banking regulatory agencies adopted capital rules based on the framework of the Basel
Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”
(“Basel III”), which became effective January 1, 2014 for advanced approaches banking organizations (i.e., those with consolidated
assets greater than $250 billion or consolidated on-balance sheet foreign exposures of at least $10 billion) and January 1, 2015 for all
other covered organizations, replaced their general risk-based capital rules, advanced approaches rule, market risk rule, and leverage
rules.
The Basel III capital rules provide certain changes to the prompt corrective action regulations adopted by the agencies under Section
38 of the FDIA, as amended by FDICIA. These regulations are designed to place restrictions on U.S. insured depository institutions if
their capital levels begin to show signs of weakness. The five capital categories established by the agencies under their prompt
corrective action framework are: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and
“critically undercapitalized”.
The Basel III capital rules expand such categories by introducing a common equity tier 1 capital requirement for all depository
institutions, revising the minimum risk-based capital ratios and, beginning in 2018, the proposed supplementary leverage requirement
for advanced approaches banking organizations. The common equity tier 1 capital ratio is a new minimum requirement designed to
ensure that banking organizations hold sufficient high-quality regulatory capital that is available to absorb losses on a going-concern
basis. Under such rules, an insured depository institution is:
(i) “well capitalized,” if it has a total risk-based capital ratio of 10% or more, a tier 1 risk-based capital ratio of 8% or more, a common
equity tier 1 capital ratio of 6.5% or more, and a tier 1 leverage capital ratio of 5% or more, and is not subject to any written capital
order or directive;
(ii) “adequately capitalized,” if it has a total risk-based capital ratio of 8% or more, a tier 1 risk-based capital ratio of 6% or more, a
common equity tier 1 capital ratio of 4.5% or more, and a tier 1 leverage capital ratio of 4% or more;
(iii) “undercapitalized,” if it has a total risk-based capital ratio that is less than 8%, a tier 1 risk-based ratio that is less than 6%, a
common equity tier 1 capital ratio that is less than 4.5%, or a tier 1 leverage capital ratio that is less than 4%;
(iv) “significantly undercapitalized,” if it has a total risk-based capital ratio that is less than 6%, a tier 1 risk-based capital ratio that is
less than 4%, a common equity tier 1 capital ratio that is less than 3%, or a tier 1 leverage capital ratio that is less than 3%; and
(v) “critically undercapitalized,” if it has a ratio of tangible equity (defined as tier 1 capital plus non-tier 1 perpetual preferred stock) to
total assets that is equal to or less than 2%.
The new capital rules also include a policy statement by the agencies that all banking organizations should maintain capital
commensurate with their risk profiles, which may entail holding capital significantly above the minimum requirements. They also
provide a reservation of authority permitting examiners to require that such organizations hold additional regulatory capital.
FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying
any management fees to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized
depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized
depository institutions are subject to growth limitations and are required to submit capital restoration plans. A depository institution’s
holding company must guarantee the capital plan, up to an amount equal to the lesser of 5% of the depository institution’s assets at the
time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. The federal
banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution’s capital. Significantly undercapitalized depository
institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become
adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to the appointment of a receiver or conservator.
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FDIC Insurance Assessments
The Bank is subject to FDIC deposit insurance assessments. The Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”)
merged the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) into a single Deposit Insurance Fund,
and increased the maximum amount of the insurance coverage for certain retirement accounts, and possible “inflation adjustments” in
the maximum amount of coverage available with respect to other insured accounts. In addition, it granted a one-time initial assessment
credit (of approximately $4.7 billion) to recognize institutions’ past contributions to the fund. As a result of the merger of the BIF and
the SAIF, all insured institutions are subject to the same assessment rate schedule.
The Dodd-Frank Act contains several important deposit insurance reforms, including the following: (i) the maximum deposit
insurance amount was permanently increased to $250,000; (ii) the deposit insurance assessment is now based on the insured
depository institution’s average consolidated assets minus its average tangible equity, rather than on its deposit base; (iii) the
minimum reserve ratio for the Deposit Insurance Fund was raised from 1.15% to 1.35% of estimated insured deposits by
September 30, 2020; (iv) the FDIC is required to “offset the effect” of increased assessments on insured depository institutions with
total consolidated assets of less than $10 billion; (v) the FDIC is no longer required to pay dividends if the Deposit Insurance Fund’s
reserve ratio is greater than the minimum ratio; and (vi) the FDIC temporarily insured the full amount of qualifying “noninterest-
bearing transaction accounts” until December 31, 2012. As defined in the Dodd-Frank Act, a “noninterest-bearing transaction
account” is a deposit or account maintained at a depository institution with respect to which interest is neither accrued nor paid, on
which the depositor or account holder is permitted to make withdrawals by negotiable or transferrable instrument, payment orders of
withdrawals, telephone or other electronic media transfers, or other similar items for the purpose of making payments or transfers to
third parties or others, and on which the insured depository institution does not reserve the right to require advance notice of an
intended withdrawal.
The FDIC amended its regulations under the FDIA, as amended by the Dodd-Frank Act, to modify the definition of a depository
institution’s insurance assessment base; to revise the deposit insurance assessment rate schedules in light of the new assessment base
and altered adjustments; to implement the dividend provisions of the Dodd-Frank Act; and to revise the large insured depository
institution assessment system to better differentiate for risk and better take into account losses from large institution failures that the
FDIC may incur. Since the new assessment base under the Dodd-Frank Act is larger than the current assessment base, the new
assessment rates adopted by the FDIC are lower than the former rates.
In 2016, the FDIC adopted two new rules to require large institutions to bear the burden of raising the reserve ratio from 1.15% to
1.35% and amended the pricing for small institutions after the reserve ratio reaches 1.15%. Once the reserve ratio reaches 1.38%,
small institutions will receive credits to offset their contribution to raising the reserve ratio above 1.35%. Effective June 30, 2016, the
reserve ratio reached 1.15%, and assessment collections decreased for small institutions like the Bank. Furthermore, on September 30,
2018, the reserve ratio reached 1.36%, exceeding the statutorily required minimum reserve ratio of 1.35% ahead of the September 30,
2020 deadline required under the Dodd-Frank Act, and small institutions like the Bank were awarded assessment credits for the
portion of their assessments that contributed to the growth in the reserve ratio from 1.15% to 1.35%, applied when the reserve ratio
was 1.38%.
Brokered Deposits
FDIC regulations adopted under the FDIA govern the receipt of brokered deposits by banks. Well capitalized institutions are not
subject to limitations on brokered deposits, while adequately capitalized institutions are able to accept, renew or rollover brokered
deposits only with a waiver from the FDIC and subject to certain restrictions on the interest paid on such deposits. Undercapitalized
institutions are not permitted to accept brokered deposits. As of December 31, 2020, the Bank is a well-capitalized institution and is
therefore not subject to these limitations on brokered deposits.
However, under the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, which amended the FDIA,
reciprocal deposits are excluded from such limitations if the total reciprocal deposits of the institution do not exceed 20% of its total
liabilities. Reciprocal deposits are deposits that banks make with each other in equal amounts.
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Regulatory Capital Requirements
Under the Dodd-Frank Act, federal banking regulators are required to establish minimum leverage and risk-based capital
requirements, on a consolidated basis, for insured institutions, depository institution holding companies, and non-bank financial
companies supervised by the Federal Reserve Board. The minimum leverage and risk-based capital requirements are to be determined
based on the minimum ratios established for insured depository institutions under prompt corrective action regulations. In effect, such
provision of the Dodd-Frank Act, which is commonly known as the Collins Amendment, applies to bank holding companies the same
leverage and risk-based capital requirements that apply to insured depository institutions. Because the capital requirements must be the
same for insured depository institutions and their holding companies, the Collins Amendment generally excludes certain debt or equity
instruments, such as cumulative perpetual preferred stock and trust preferred securities, from Tier 1 Capital. However, such
instruments issued before May 19, 2010 by a bank holding company, such as Oriental, with total consolidated assets of less than $15
billion as of December 31, 2009, are not affected by the Collins Amendments, are “grandfathered” under such capital rules, and may
continue to be included in tier 1 Capital as a restricted core capital element.
The Basel III capital rules adopted by the federal banking agencies revise the agencies’ risk-based and leverage capital requirements
for banking organizations and consolidate three separate notices of proposed rulemaking that the OCC, Federal Reserve Board and
FDIC published in the Federal Register on August 30, 2012, with selected changes. In particular, and consistent with the Basel III
framework, the capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a common
equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets that apply to all banking organizations. The rules also raise
the minimum ratio of tier 1 capital to risk-weighted assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking
organizations. In addition, for the largest, most internationally active banking organizations, the rules include a new minimum
supplementary leverage ratio that takes into account off-balance sheet exposures. The rules incorporate these new requirements into
the agencies’ prompt corrective action framework. In addition, the rules establish limits on a banking organization’s capital
distributions and certain discretionary bonus payments if the banking organization does not hold a specified amount of common equity
tier 1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements. Further, the rules amend the
methodologies for determining risk-weighted assets for all banking organizations; introduce disclosure requirements that would apply
to top-tier banking organizations domiciled in the United States with $50 billion or more in total assets; and adopt changes to the
agencies’ regulatory capital requirements that meet the requirements of Section 171 and Section 939A of the Dodd-Frank Act. These
rules also codify the agencies’ capital rules, which have previously resided in various appendices to their respective regulations, into a
harmonized integrated regulatory framework.
In July 2019, the federal banking regulatory agencies adopted a final rule, pursuant to the Economic Growth and Regulatory
Paperwork Reduction Act of 1996, that simplifies for non-advanced approaches banking organizations the regulatory capital treatment
for mortgage servicing assets (“MSAs”) and certain deferred tax assets arising from temporary differences (temporary difference
DTAs). It increases common equity tier 1 capital threshold deductions from 10% to 25% and removes the aggregate 15% common
equity tier 1 threshold deduction. However, it retains the 250% risk weight applicable to non-deducted amounts of MSAs and
temporary difference DTAs. In November 2019, the agencies jointly issued a final rule that permits insured depository institutions and
depository institution holding companies to implement the simplifications to the capital rule on January 1, 2020, rather than April 1,
2020. These banking organizations may elect to use the revised effective date of January 1, 2020 or wait until the quarter beginning
April 1, 2020. Oriental elected to early implement the simplifications to the capital rule on January 1, 2020.
On November 13, 2019, the federal banking regulatory agencies jointly issued a final rule that provides for a simple measure of capital
adequacy for qualifying community banking organizations, as required by the Economic Growth, Regulatory Relief, and Consumer
Protection Act. Under the final rule, depository institutions and depository institution holding companies that have less than $10
billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio (equal to tier 1 capital divided by
average total consolidated assets) of greater than 9%, will be eligible to opt into the community bank leverage ratio framework
(qualifying community banking organizations). Qualifying community banking organizations that elect to use the community bank
leverage ratio framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally
applicable risk-based and leverage capital requirements in the agencies’ capital rules and, if applicable, will be considered to have met
the well-capitalized ratio requirements for purposes of section 38 of the Federal Deposit Insurance Act. The final rule was effective on
January 1, 2020. Even though Oriental qualified for this ratio, the Company elected to opt out.
Failure to meet the capital rules could subject an institution to a variety of enforcement actions including the termination of deposit
insurance by the FDIC and to certain restrictions on its business. At December 31, 2020, Oriental was in compliance with all
applicable capital requirements. For more information, please refer to the accompanying consolidated financial statements.
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Safety and Soundness Standards
Section 39 of the FDIA, as amended by FDICIA, requires each federal banking agency to prescribe for all insured depository
institutions standards relating to internal control, information systems, and internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and benefits, and such other operational and managerial
standards as the agency deems appropriate. In addition, each federal banking agency is also required to adopt for all insured depository
institutions standards relating to asset quality, earnings and stock valuation that the agency determines to be appropriate. Finally, each
federal banking agency is required to prescribe standards for the employment contracts and other compensation arrangements of
executive officers, employees, directors and principal stockholders of insured depository institutions that would prohibit
compensation, benefits and other arrangements that are excessive or that could lead to a material financial loss for the institution. If an
institution fails to meet any of the standards described above, it will be required to submit to the appropriate federal banking agency a
plan specifying the steps that will be taken to cure the deficiency. If the institution fails to submit an acceptable plan or fails to
implement the plan, the appropriate federal banking agency will require the institution to correct the deficiency and, until it is
corrected, may impose other restrictions on the institution, including any of the restrictions applicable under the prompt corrective
action provisions of FDICIA.
The FDIC and the other federal banking agencies have adopted Interagency Guidelines Establishing Standards for Safety and
Soundness that, among other things, set forth standards relating to internal controls, information systems and internal audit systems,
loan documentation, credit, underwriting, interest rate exposure, asset growth and employee compensation.
Activities and Investments of Insured State-Chartered Banks
Section 24 of the FDIA, as amended by FDICIA, generally limits the activities and equity investments of FDIC-insured, state-
chartered banks to those that are permissible for national banks. Under FDIC regulations of equity investments, an insured state bank
generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a
national bank. An insured state bank, such as the Bank, is not prohibited from, among other things, (i) acquiring or retaining a
majority interest in a subsidiary engaged in permissible activities, (ii) investing as a limited partner in a partnership, or as a non-
controlling interest holder of a limited liability company, the sole purpose of which is direct or indirect investment in the acquisition,
rehabilitation or new construction of a qualified housing project, provided that such investments may not exceed 2% of the bank’s
total assets, (iii) acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’ and
officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions, and
(iv) acquiring or retaining the voting stock of an insured depository institution if certain requirements are met, including that it is
owned exclusively by other banks. Under the FDIC regulations governing the activities and investments of insured state banks which
further implemented Section 24 of the FDIA, as amended by FDICIA, an insured state-chartered bank may not, directly, or indirectly
through a subsidiary, engage as “principal” in any activity that is not permissible for a national bank unless the FDIC has determined
that such activities would pose no risk to the Deposit Insurance Fund and the bank is in compliance with applicable regulatory capital
requirements.
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Transactions with Affiliates and Related Parties
Transactions between the Bank and any of its affiliates are governed by sections 23A and 23B of the Federal Reserve Act. These
sections are important statutory provisions designed to protect a depository institution from transferring to its affiliates the subsidy
arising from the institution’s access to the Federal safety net. An affiliate of a bank is any company or entity that controls, is controlled
by, or is under common control with the bank, including investment funds for which the bank or any of its affiliates is an investment
advisor. Generally, sections 23A and 23B (i) limit the extent to which a bank or its subsidiaries may engage in “covered transactions”
with any one affiliate to an amount equal to 10% of the bank’s capital stock and surplus, and limit such transactions with all affiliates
to an amount equal to 20% of such capital stock and surplus, and (ii) require that all such transactions be on terms that are consistent
with safe and sound banking practices. The term “covered transactions” includes the making of loans, purchase of or investment in
securities issued by the affiliate, purchase of assets, acceptance of securities issued by the affiliate as collateral for a loan or extension
of credit, issuance of guarantees and other similar types of transactions. The Dodd-Frank Act expanded the scope of transactions
treated as “covered transactions” to include credit exposure to an affiliate on derivatives transactions, credit exposure resulting from a
securities borrowing or lending transaction, or derivative transaction, and acceptances of affiliate-issued debt obligations as collateral
for a loan or extension of credit. Most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from
100% to 130% of the loan amount, depending on the nature of the collateral. In addition, any covered transaction by a bank with an
affiliate and any sale of assets or provision of services to an affiliate must be on terms that are substantially the same, or at least as
favorable to the bank, as those prevailing at the time for comparable transactions with nonaffiliated companies. Regulation W of the
Federal Reserve Board comprehensively implements sections 23A and 23B. The regulation unified and updated staff interpretations
issued over the years prior to its adoption, incorporated several interpretative proposals (such as to clarify when transactions with an
unrelated third party will be attributed to an affiliate), and addressed issues arising as a result of the expanded scope of non-banking
activities engaged in by banks and bank holding companies and authorized for financial holding companies under the Gramm-Leach-
Bliley Act.
Sections 22(g) and 22(h) of the Federal Reserve Act place restrictions on loans by a bank to executive officers, directors, and principal
shareholders. Regulation O of the Federal Reserve Board implements these provisions and applies to an FDIC-insured nonmember
bank, such as the Bank, by virtue of the FDIC’s Unsafe and Unsound Banking Practices Regulation. Under Section 22(h) and
Regulation O, loans to a director, an executive officer and a greater-than-10% shareholder of a bank and certain of their related
interests (collectively “insiders”), and insiders of its affiliates, may not exceed, together with all other outstanding loans to such person
and its related interests, the bank’s single borrower limit (generally equal to 15% of the institution’s unimpaired capital and surplus).
Section 22(h) and Regulation O also require that loans to insiders and insiders of affiliates be made on terms substantially the same as
offered in comparable transactions to other persons, unless the loans are made pursuant to a benefit or compensation program that
(i) is widely available to employees of the bank and (ii) does not give preference to insiders over other employees of the bank.
Section 22(h) and Regulation O also require prior board of directors’ approval for certain loans, and the aggregate amount of
extensions of credit by a bank to all insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore,
Section 22(g) and Regulation O place additional restrictions on loans to executive officers.
Community Reinvestment Act
Under the Community Reinvestment Act (“CRA”), a financial institution has a continuing and affirmative obligation, consistent with
its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income
neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an
institution’s discretion to develop the types of products and services that it believes are best suited to its particular community,
consistent with the CRA. The CRA requires federal examiners, in connection with the examination of a financial institution, to assess
the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain
applications by such institution. The CRA also requires all institutions to make public disclosure of their CRA ratings.
USA Patriot Act
Under Title III of the USA Patriot Act, also known as the International Money Laundering Abatement and Anti-Terrorism Financing
Act of 2001, all financial institutions, including Oriental, Oriental Financial Services, and the Bank, are required in general to identify
their customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or prohibit altogether certain
transactions of special concern, and be prepared to respond to inquiries from U.S. law enforcement agencies concerning their
customers and their transactions.
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The U.S. Treasury Department (the “US Treasury”) has issued a number of regulations implementing the USA Patriot Act that apply
certain of its requirements to financial institutions. The regulations impose obligations on financial institutions to maintain appropriate
policies, procedures and controls to detect, prevent and report money laundering and terrorist financing.
Failure of a financial institution to comply with the USA Patriot Act’s requirements could have serious legal consequences for the
institution. Oriental and its subsidiaries, including the Bank, have adopted policies, procedures and controls to address compliance
with the USA Patriot Act under existing regulations, and will continue to revise and update their policies, procedures and controls to
reflect changes required by the USA Patriot Act and the US Treasury’s regulations.
Privacy Policies
Under the Gramm-Leach-Bliley Act, all financial institutions are required to adopt privacy policies, restrict the sharing of nonpublic
customer data with nonaffiliated parties at the customer’s request, and establish procedures and practices to protect customer data
from unauthorized access. Oriental and its subsidiaries have established policies and procedures to assure Oriental’s compliance with
all privacy provisions of the Gramm-Leach-Bliley Act.
Sarbanes-Oxley Act
The Sarbanes-Oxley Act of 2002 (“SOX”) implemented a range of corporate governance and accounting measures to increase
corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and
to protect investors by improving the accuracy and reliability of disclosures under federal securities laws. In addition, SOX established
membership requirements and responsibilities for the audit committee, imposed restrictions on the relationship between a publicly-
traded company, such as Oriental, and its external auditors, imposed additional responsibilities for the external financial statements on
the chief executive officer and the chief financial officer, expanded the disclosure requirements for corporate insiders, required
management to evaluate its disclosure controls and procedures and its internal control over financial reporting, and required the
auditors to issue a report on the internal control over financial reporting.
Oriental has included in this annual report on Form 10-K management’s assessment regarding the effectiveness of Oriental’s internal
control over financial reporting. The internal control report includes a statement of management’s responsibility for establishing and
maintaining adequate internal control over financial reporting for Oriental; management’s assessment as to the effectiveness of
Oriental’s internal control over financial reporting based on management’s evaluation as of year-end; and the framework used by
management as criteria for evaluating the effectiveness of Oriental’s internal control over financial reporting. As of December 31,
2020, Oriental’s management concluded that its internal control over financial reporting was effective.
Puerto Rico Banking Act
As a Puerto Rico-chartered commercial bank, the Bank is subject to regulation and supervision by the OCFI under the Banking Act,
which contains provisions governing the organization of the Bank, rights and responsibilities of directors, officers and stockholders, as
well as the corporate powers, savings, lending, capital and investment requirements and other aspects of the Bank and its affairs. In
addition, the OCFI is given extensive rulemaking power and administrative discretion under the Banking Act. The OCFI generally
examines the Bank at least once every year.
The Banking Act requires that a minimum of 10% of the Bank’s net income for the year be transferred to a reserve fund until such
fund (legal surplus) equals the total paid-in capital on common and preferred stock. At December 31, 2020 and 2019, legal surplus
amounted to $103.3 million and $95.8 million, respectively. The amount transferred to the legal surplus account is not available for
the payment of dividends to shareholders.
The Banking Act also provides that when the expenditures of a bank are greater than the receipts, the excess of the former over the
latter must be charged against the undistributed profits of the bank, and the balance, if any, must be charged against the reserve fund.
If there is no reserve fund sufficient to cover such balance, in whole or in part, the outstanding amount must be charged against the
capital account and no dividend may be declared until said capital has been restored to its original amount and the reserve fund to 20%
of the original capital.
The Banking Act further requires every bank to maintain a legal reserve which cannot be less than 20% of its demand liabilities,
except government deposits (federal, commonwealth and municipal), which are secured by actual collateral.
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The Banking Act also requires change of control filings. When any person or entity will own, directly or indirectly, upon
consummation of a transfer, 5% or more of the outstanding voting capital stock of a bank, the acquiring parties must inform the OCFI
of the details not less than 60 days prior to the date said transfer is to be consummated. The transfer will require the approval of the
OCFI if it results in a change of control of the bank. Under the Banking Act, a change of control is presumed if an acquirer who did
not own more than 5% of the voting capital stock before the transfer exceeds such percentage after the transfer.
The Banking Act permits Puerto Rico commercial banks to make loans to any one person, firm, partnership or corporation, up to an
aggregate amount of 15% of the sum of: (i) the bank’s paid-in capital; (ii) the bank’s reserve fund; (iii) 50% of the bank’s retained
earnings, subject to certain limitations; and (iv) any other components that the OCFI may determine from time to time. If such loans
are secured by collateral worth at least 25% more than the amount of the loan, the aggregate maximum amount will include 33.33% of
50% of the bank’s retained earnings. Such restrictions under the Banking Act on the amount of loans to a single borrower do not apply
to loans: (i) to the government of the United States or the government of the Commonwealth of Puerto Rico, or any of their respective
agencies, instrumentalities or municipalities, or (ii) that are wholly secured by bonds, securities and other evidence of indebtedness of
the government of the United States or of the Commonwealth of Puerto Rico or by bonds, not in default, of municipalities or
instrumentalities of the Commonwealth of Puerto Rico.
The Puerto Rico Finance Board is composed of the Commissioner of Financial Institutions of Puerto Rico; the Executive Director of
the Puerto Rico Fiscal Agency and Finance Advisory Authority: the Presidents of the Economic Development Bank for Puerto Rico
and the Puerto Rico Planning Board; the Secretaries of Commerce and Economic Development, Treasury and Consumer Affairs of
Puerto Rico; the Commissioner of Insurance of Puerto Rico; and the President of the Public Corporation for Insurance and
Supervision of Puerto Rico Cooperatives. It has the authority to regulate the maximum interest rates and finance charges that may be
charged on loans to individuals and businesses in the Commonwealth. The current regulations of the Puerto Rico Finance Board
provide that the applicable interest rate on loans to individuals and businesses is to be determined by free competition. The Puerto
Rico Finance Board also has the authority to regulate maximum finance charges on retail installment sales contracts and for credit card
purchases. There is presently no maximum rate for retail installment sales contracts and for credit card purchases.
Puerto Rico Internal Revenue Code
Under the Puerto Rico Internal Revenue Code of 2011, as amended (the “PR Code”), a corporation pays taxes at a fixed rate of 18.5%
(the regular corporate tax) plus a surtax that ranges from 5% for net income subject to surtax not greater than $75,000 to 19% for net
income subject to surtax in excess of $275,000. Net income subject to surtax is net income less $25,000. The maximum regular
corporate tax decreased to 18.5% for tax years beginning after December 31, 2018. The result is a maximum combined rate of 37.5%
under the PR Code for years beginning after December 31, 2018 (previously the maximum combined tax rate was 39%). The Bank
and other subsidiaries of Oriental are treated as separate taxable corporations and are not entitled to file consolidated returns.
Corporate income tax returns of “large taxpayers” are required to be certified as prepared or reviewed by a Puerto Rico licensed
certified public accountant. The PR Code also provides a dividends-received deduction of 100% on dividends received from
"controlled subsidiaries" subject to taxation in Puerto Rico and 85% on dividends received from other taxable domestic corporations.
Net operating losses (“NOLs”) are allowed as a deduction in computing the net income of the taxpayer. The carryover period for
NOLs is currently 10 years. Moreover, the amount to be carried over to a particular year is limited to the excess of the NOL over 90%
of the net income for the year (for taxable years beginning after December 31, 2018).
On July 1, 2019, Puerto Rico enacted Act No. 60-2019, known as the “Puerto Rico Incentives Code” (the “Incentives Code”). In
general, the Incentives Code compiled into a single code many of the Puerto Rico tax incentives laws used to promote the island’s
economic development, with some modifications. The Incentives Code also amended various provisions of the PR Code, mostly
effective July 1, 2019. For example, the Incentives Code amended the PR Code: (i) to incorporate a new provision exempting the
payments for services between members of a controlled group of corporations or group of related entities doing business in Puerto
Rico from the 10% income tax withholding generally applicable on payments for services rendered, and (ii) to eliminate for taxable
years commencing after December 31, 2018 the limitation on NOL carry-forwards following a change of ownership. In 2020, the
Incentives Code was amended pursuant to Act Nos. 169-2020 to incorporate therein and extend the expiration date of the housing
benefits granted under Act No. 216-2011, as amended. Additionally, the Incentives Code was amended pursuant to Act No. 172-2020
to provide for the imposition of a special 12% income tax on the royalty and licensing rights payments from Puerto Rico sources made
to foreign persons not engaged in trade or business in Puerto Rico by an exempt business with a tax decree issued under the Incentives
Code covering the export of goods and services.
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On January 17, 2020, Puerto Rico enacted Act No. 17-2020 to clarify the tax treatment applicable to services performed by entities or
individuals not classified as employees to the government of Puerto Rico under a contract not remitted to the Office of the
Comptroller of Puerto Rico. These services will be considered Puerto Rico source income notwithstanding the same have been
performed outside Puerto Rico. In addition, on April 16, 2020, Act No. 40-2020 was enacted to incorporate certain technical
amendments to the PR Code after considering the amendments previously made to the PR Code under Act No. 257-2018, impacting
the computation of tax liability for individuals, corporations and limited liability companies; amending certain provisions relating to
informative returns; providing new rules applicable to the requirement of submitting audited financial statements and agreed upon
procedures; incorporating the new “marketplace facilitator” figure and its obligation to collect sales and use taxes; and making other
changes impacting the sales and use tax regime, among other new miscellaneous provisions.
On June 14, 2020, Puerto Rico enacted Act No. 57-2020 related to the Covid-19 pandemic and its impact on the economy. This law
implemented new governmental programs and temporary tax measures with the objective of providing some relief for individuals and
entities from the economic consequences of the pandemic, including exempting sales and use tax on business-to-business services;
postponing the $500 minimum alternative minimum tax payment; providing relief from withholding taxes on professional services;
postponing the new agreed upon procedures requirement applicable in 2019 pursuant to Act No. 257-2018; and extending the time to
file income tax and sales and use tax returns, among other relief measures.
On December 30, 2020, Puerto Rico enacted Act No. 173-2020 amending the PR Code to delegate to the Puerto Rico Treasury
Secretary the authority to extend the due date for the 2020 income tax returns (including payments) up to June 15, 2021; postponing
the effective date of the disposition related to the “marketplace facilitator” responsibilities to collect sales and use taxes to transactions
taking place after December 31, 2020, and other miscellaneous provisions.
International Banking Center Regulatory Act of Puerto Rico
The business and operations of the Bank’s IBE Units and IBE Subsidiary are subject to supervision and regulation by the OCFI. Under
the IBE Act, no sale, encumbrance, assignment, merger, exchange or transfer of shares, interest or participation in the capital of an
IBE may be initiated without the prior approval of the OCFI if by such transaction a person would acquire, directly or indirectly,
control of 10% or more of any class of stock, interest or participation in the capital of the IBE. The IBE Act and the regulations issued
thereunder by the OCFI (the “IBE Regulations”) limit the business activities that may be carried out by an IBE. Such activities are
generally limited to persons and assets/liabilities located outside of Puerto Rico. The IBE Act provides further that every IBE must
have not less than $300 thousand of unencumbered assets or acceptable financial guarantees in Puerto Rico.
Pursuant to the IBE Act and the IBE Regulations, the Bank’s IBE Units and IBE Subsidiary have to maintain in Puerto Rico the books
and records of all their transactions in the ordinary course of business. They are also required to submit quarterly and annual reports of
their financial condition and results of operations to the OCFI, including annual audited financial statements.
The IBE Act empowers the OCFI to revoke or suspend, after notice and hearing, a license issued thereunder if, among other things,
the IBE fails to comply with the IBE Act, the IBE Regulations or the terms of its license, or if the OCFI finds that the business or
affairs of the IBE are conducted in a manner that is not consistent with the public interest.
In 2012, the IBE Act was superseded by a new law that, among other things, prohibits new license applications to organize and
operate an IBE. Any such newly organized entity (now called an “international financial entity”) must be licensed under the new law,
and such entity (as opposed to existing IBEs organized under the IBE Act, including the Bank’s IBE Units and IBE Subsidiary, which
are “grandfathered”) will generally be subject to a 4% Puerto Rico income tax rate.
Volcker Rule
The so-called “Volcker Rule” adopted by the federal banking regulatory agencies under Section 619 of the Dodd-Frank Act generally
prohibits bank holding companies, insured depository institutions and their affiliates from (i) engaging in short-term proprietary
trading of securities, derivatives, commodities futures and options on these instruments for their own account; and (ii) owning,
sponsoring or having certain relationships with hedge funds or private equity funds. However, it exempts certain activities, including
market making, underwriting, hedging, trading in government and municipal obligations, and organizing and offering a hedge fund or
private equity fund, among others. A banking entity that engages in any such covered activity (i.e., proprietary trading or investment
activities in hedge funds or private equity funds) is generally required to establish an internal compliance program reasonably
designed to ensure and monitor compliance with the Volcker Rule.
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The Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 amended the BHC Act to exempt from the Volcker
Rule those bank holding companies, insured depository institutions and their affiliates with total assets that do not exceed $10 billion
and trading assets and liabilities comprising not more than 5% of their total assets. Therefore, banking entities that meet such
threshold may generally engage in proprietary trading and invest in private equity and hedge funds. On July 22, 2019, the federal
banking regulatory agencies adopted final rules amending their regulations in a manner consistent with such exemption.
Managing Our Human Capital
Oriental’s mission is to help make possible the progress of our clients, employees, shareholders and the communities we serve. For
this reason, as we manage our most important asset: our human capital, we aim to provide them with a top-notch experience that
enables their progress and well-being during each interaction with us. From hiring to exiting we care to deliver an employee
experience that resembles the experience we aspire for our customers. We believe this experience and a high-performance culture
translates into business results and strategy achievement.
Covid-19: Supporting our employees’ well-being amid crises
In response to Covid-19 pandemic, Oriental adopted a broad approach to increased safety, including work-at-home arrangements for
employees who were able to do so (having approximately 50% of employees work from home). To be able to work on-site, Oriental
has adopted safety protocols to protect the health of employees and clients. These measures include: increased sanitation procedures,
modifications in our facilities layout, employee segmentation into smaller teams, restrictions to reduce the number of people allowed
in our premises, temperature checks and masks required for all employees and visitors, special operating hours and an appointment
system for visiting our branches, among many others. Personal protective equipment has been provided to all employees free of
charge. These practices are actively sustained by internal safety awareness campaigns that encourage our employees to demonstrate
accountability by taking care of themselves at all times during the pandemic, even outside work premises.
We have also taken a proactive approach towards the health and well-being of all our employees creating an ongoing on-site Covid-19
testing program free of charge, expanding health insurance and benefits for employees, including coverage of the Covid-19 tests and
related telemedicine, opening insurance networks of laboratories, pharmacies and doctors to ease employee access.
In addition, preventive paid leaves and other non-paid leaves are available to employees to help them manage personal or family
issues related to Covid-19.
A pandemic salary continuation program was also provided to branches and other customer-facing employees during the lock-down
period.
Diversity, equity and inclusion
Oriental’s hiring and talent management practices promotes a diverse workforce that reflects the makeup of the communities in which
it operates. Oriental prepares an annual diversity plan, whereby it identifies members of the community that are underrepresented in
our workforce. We are continuously reviewing and ensuring a diverse workforce representation at all levels.
In addition, Oriental’s anti-discrimination policy forbids employment decisions, including hiring, promotions, or terminations, based
on race, gender, age, sexual orientation, or disability and prohibits harassment in the workplace. The anti-discrimination policy also
includes procedures for protecting employees from domestic abuse.
Compensation
A key component of delivering our mission is our compensation package. Oriental’s Human Resources Department develops offers
for new salaried employees and develops and administers promotions to maintain the internal integrity of the compensation levels for
comparable positions. The Board’s Compensation Committee, with the recommendation of the full Board in the case of incentive
compensation, determines annual salaries of the Oriental’s senior executive management team, taking into account similarly situated
executives employed by a peer group of companies while also considering input of the Compensation Committee’s independent
compensation consultant.
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Our compensation program is intended to reward achievements of individual and business performance objectives and align such
objectives with our corporate governance principles and the creation of shareholder value. The main objectives of our compensation
program are to: attract and retain employees, ensure a strong link between pay and performance, provide a compensation mix (direct
and indirect compensation, and short and long-term incentives, long-term incentives) that is competitive with market practices and
reflects performance, support our business and talent management strategy encouraging and motivating desired employee behaviors,
and ensures a strong alignment with shareholder interests.
The application of our compensation philosophy is supported through program design and communication. It is also presented to the
Compensation Committee annually.
We also offer a comprehensive benefits package to all eligible employees. We continuously review our compensation and benefits
package through the participation of market surveys. These results and metrics assist us to improve and drive pay equity while
ensuring our competitiveness.
Talent Acquisition and Retention
To ensure we are delivering the employee experience we aim for while we retain, develop and provide an engaging work environment
and culture, we regularly conduct an engagement survey. Besides measuring employee satisfaction and engagement, the survey
provides insights to actively promote employees and team connections with their respective leaders to work on an improvement plan
for their respective business units in topics such as resources and tools, job expectations, recognition, ideas, collaboration and
development.
We continually monitor corporate employee turnover rates, as our success depends upon retaining our highly trained and dedicated
personnel. We believe that our philosophy of providing highly competitive compensation, along with significant opportunities for
career growth and development opportunities, encourage a high level of employee tenure and low level of voluntary turnover.
Company Culture
We expect all our employees to observe the highest levels of business ethics, integrity, mutual respect, tolerance, and inclusivity.
Oriental has controls in place relating to compliance with its Code of Business Conduct and Ethics, including a requirement for annual
employee certifications thereof, as well as an established whistleblower line and related procedures.
Learning and development
Oriental ensures we have the right talent in the right place to meet our needs. As such, we are constantly providing training and
developing opportunities to enhance the skills and competencies our employees need to achieve the expected performance standards
of their jobs. We assess talent needs continuously and with guidance of our leaders an annual training plan is scheduled, and learning
opportunities are made accessible virtually and online through our learning platform. Among other learning offerings, we provide the
management trainee program for new highly skilled and educated recruits, and a manager’s academy for more seasoned managers to
further develop their leadership skills. Oriental also has customer service and sales-service academies provided to client-facing sales
and service employees.
Oriental conducts a succession planning process once a year for senior leaders and presents it our Board of Directors, besides
providing business continuity, the process serves as tool to drive our diversity and inclusion practices. The process is also carried out
for other managerial levels periodically allowing time to act on the development plans.
In addition, as a highly regulated entity, Oriental makes sure that its employees are properly trained on company policies and
important compliance matters, including regulatory compliance and anti-money laundering programs, among others. All employees
are required to complete annual online trainings covering all required topics.
Community Involvement
Oriental has used internships and partnerships with universities to enrich recruiting efforts. Oriental has also utilized outreach and
partnerships with local community resources at different locations such as workforce development agencies, industry groups and other
entities to strengthen Oriental’s hiring process and expand the future workforce candidate pool.
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Employee Engagement and Wellness
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health,
safety and wellness of our employees. Oriental employee assistance programs offer counseling for emotional, financial and family
issues. Continuing financial planning education is provided by Oriental’s 401(k) plan administrator to assist employees in financial
and retirement planning. For many years, Oriental’s investment in human capital has involved commitments to worker training,
apprenticeship programs and funding college scholarships for employee’s dependents.
Management and Board Oversight
Management is engaged in Oriental’s efforts regarding management of human capital resources through regular informational
meetings, Oriental’s Enterprise Risk Management program and organized succession planning. The Board oversees these activities
through regular reports by senior management regarding new or altered programs and as part of the Compensation Committee and
Enterprise Risk Management process. In addition, the compensation committee of the Board is actively engaged in achieving and
maintaining internal and external pay equity for the executive team and the Board members while overseeing incentive compensation
more broadly throughout the organization. In promoting external pay equity, the Board and the compensation committee make use of
peer comparisons and benchmarking measures.
Employee Statistics
At December 31, 2020, Oriental had 2,275 employees. None of its employees is represented by a collective bargaining group. Oriental
considers its employee relations to be good.
Internet Access to Reports
Oriental’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any and all amendments to
such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on or through the
“SEC filings” link of Oriental’s internet website at www.ofgbancorp.com, as soon as reasonably practicable after Oriental
electronically files such material with, or furnishes it to, the SEC.
Oriental’s corporate governance principles and guidelines, code of business conduct and ethics, and the charters of its audit
committee, compensation committee, risk and compliance committee, and corporate governance and nominating committee are
available free of charge on Oriental’s website at www.ofgbancorp.com under the corporate governance link. Oriental’s Code of
Business Conduct and Ethics applies to its directors, officers, employees and agents, including its principal executive, financial and
accounting officers.
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ITEM 1A. RISK FACTORS
In addition to other information set forth in this report, you should carefully consider the following risk factors, as updated by other
filings Oriental makes with the SEC under the Exchange Act. Additional risks and uncertainties not presently known to us at this time
or that Oriental currently deems immaterial may also adversely affect Oriental’s business, financial condition or results of operations.
ECONOMIC AND MARKET CONDITIONS RISK
Most of our business is conducted in Puerto Rico, whose economic and government fiscal and liquidity challenges, as well as the
impact of two major hurricanes in 2017 and earthquakes and a pandemic in 2020, have adversely impacted and may continue to
adversely impact us.
Our business is directly affected by economic conditions within Puerto Rico. A significant portion of our credit risk exposure on our
loan portfolio is concentrated in Puerto Rico. Such, our profitability and financial condition may be adversely affected by an extended
economic recession, adverse political, fiscal or economic developments in Puerto Rico, or the effects of natural disasters, all of which
could result in a reduction in loan originations, an increase in credit losses and a reduction in the value of our loans and loan servicing
portfolio.
In the past decades, Puerto Rico has experienced a significant economic contraction that began in 2006; a government fiscal crisis that
led to the appointment of a federal oversight board in 2016 and a bankruptcy type restructuring process of the government’s finances;
and various significant natural disasters, hurricanes Irma and Maria in September 2017 and a series of earthquakes primarily affecting
the southwest region of the island in January 2020, and the Covid-19 pandemic throughout 2020 and in 2021. Although federal
assistance for recovering from the natural disasters and insurance recoveries are expected to drive economic growth in the short term,
there is no guarantee that funds set aside for these purposes will not be repurposed by the federal government or that their
disbursement will not be unreasonably conditioned or delayed. In addition, there is no assurance that the government will be able to
satisfy its obligations as they may be restructured. Puerto Rico also continues to be vulnerable to hurricanes and earthquakes and may
be impacted by future natural disasters. Furthermore, the government fiscal crisis may limit the ability of the Puerto Rico government
to respond effectively to future disasters.
Deterioration in local economic conditions or in the financial condition of an industry on which the local market depends could
adversely affect factors such as unemployment rates and real estate vacancy and values. This could result in, among other things, a
reduction of creditworthy borrowers seeking loans, an increase in loan delinquencies, defaults and foreclosures, an increase in
classified and non-accrual loans, a decrease in the value of collateral for loans, and a decrease in core deposits. Any of these factors
could materially impact our business.
Puerto Rico and the USVI are susceptible to earthquakes, hurricanes and major storms, which could further deteriorate their
economy and infrastructure.
Our branch network and business is concentrated in Puerto Rico and the USVI, which are susceptible to earthquakes, hurricanes and
major storms that affect the local economy and the demand for our loans and financial services, as well as the ability of our customers
to repay their loans. Any such natural disasters may further adversely affect Puerto Rico’s and the USVI’s critical infrastructure,
which are generally weak. This makes us vulnerable to downturns in Puerto Rico’s and the USVI’s economy as a result of natural
disasters, such as recent earthquakes in 2020 and hurricanes Irma and Maria in 2017. Any subsequent earthquakes, hurricanes, major
storms or other disasters, such as pandemics, could further deteriorate Puerto Rico’s and USVI’s economy and infrastructure and
negatively affect or disrupt our operations and customer base.
The Covid-19 pandemic has adversely impacted our business and financial results, and the extent to which the pandemic and
measures taken in response to the pandemic could materially and adversely impact our business, financial condition, liquidity,
capital and results of operations will depend on future developments, which are highly uncertain and are difficult to predict.
Global health concerns relating to the Covid-19 pandemic and related government actions taken to reduce the spread of the virus have
impacted the macroeconomic environment, significantly increased economic uncertainty and reduced economic activity. The
pandemic has also caused governmental authorities to implement numerous measures to try to contain the virus, including travel
restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. These measures have negatively impacted
and may further negatively impact consumer and business payment and spending patterns.
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The Covid-19 pandemic has adversely impacted, and may continue to adversely impact, our business, financial condition, capital and
results of operations. The extent of these impacts depends on future developments, which are highly uncertain and difficult to predict,
including, but not limited to, the duration and magnitude of the pandemic, the actions taken to contain the virus or treat its impact, the
effectiveness of economic stimulus measures in Puerto Rico and the United States, and how quickly and to what extent economic and
operating conditions and consumer and business spending can return to their pre-pandemic levels. Until vaccine is widely distributed,
we expect business conditions to remain challenging. As a result, our loan growth and the overall demand for our products and
services may be significantly impacted, which could adversely affect our revenue and other results of operations. In addition, we could
experience higher credit losses in our loan portfolios and increases in our allowance for credit losses. For example, as a result of the
significant uncertainty due to the Covid-19 pandemic, we realized a substantial build in our allowance for credit losses for the year
ended December 31, 2020. Oriental’s interest income could also be reduced due to Covid-19. Interest and fees still accrue on amounts
that are deemed collectible during the deferral period; however, should Oriental later determine that collection of payments is not
expected and eventual credit losses on these deferred payments emerge, accrued and unpaid interest income and fees will need to be
reversed. In such a scenario, interest income in future periods could be negatively impacted. At December 31, 2020, Oriental has
established an allowance for credit losses on this accrued interest receivable amounting to $711 thousand. We could also experience
impairments of other financial assets and other negative impacts on our financial position, including possible constraints on liquidity
and capital, as well as higher costs of capital. Even after the Covid-19 pandemic has subsided, we may continue to experience adverse
impacts to our business and results of operations, which could be material, as a result of the macroeconomic impact and any recession
that has occurred or may occur in the future.
The spread of Covid-19 has caused us to modify our business practices and operations, including providing forbearance options to our
customers in certain circumstances. We may need to further modify our practices and operations as this event unfolds. We have also
implemented work-from-home policies for approximately 50% of our employees, and social distancing plans for our employees who
are working from Oriental’s facilities. These measures could impair our ability to perform critical functions and may adversely impact
our results of operations. We may take further actions as required by government authorities or that we otherwise determine are in the
best interests of our customers, employees and business partners.
Federal, state, and local governmental authorities have enacted, and may enact in the future, legislation, regulations and protocols in
response to the Covid-19 pandemic, including governmental programs intended to provide economic relief to businesses and
individuals. Our participation in and execution of any such programs may cause operational, compliance, reputational and credit risks,
which could result in litigation, governmental action or other forms of loss. The extent of these impacts, which may be substantial,
will depend on the degree of our participation in these programs. There remains significant uncertainty regarding the measures that
authorities will enact in the future and the ultimate impact of the legislation, regulations and protocols that have been and will be
enacted.
Changes in interest rates could reduce Oriental’s net interest income
Market risk refers to the probability of variations in the net interest income or the fair value of assets and liabilities due to changes in
interest rates, currency exchange rates or equity prices.
Changes in interest rates are one of the principal market risks affecting us. Our earnings are dependent to a large degree on net interest
income, which is the difference between the interest rates earned on interest-earning assets, such as loans, investment securities and
cash, and the interest rates paid on interest-bearing liabilities, such as deposits and borrowings. Depending on the duration and
repricing characteristics of the assets, liabilities and off-balance sheet items, changes in interest rates could either increase or decrease
the level of net interest income. For any given period, the pricing structure of the assets and liabilities is matched when an equal
amount of such assets and liabilities mature or reprice in that period. Like all financial institutions, our financial position is affected by
fluctuations in interest rates. Volatility in interest rates can also result in the flow of funds away from financial institutions. We may
suffer losses or experience lower spreads than anticipated if we are not effective in managing our interest rate risk.
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Our business is susceptible to interest rate risk because a significant portion of our business involves borrowing and lending
money, and investing in financial instruments. Reforms to and uncertainty regarding the London Interbank Offered Rate (LIBOR)
may adversely affect our business, financial condition and results of operations.
On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate
(“LIBOR”), publicly announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. It is
expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next several
years.
On April 3, 2018, the Federal Reserve began publishing three new reference rates, including the Secured Overnight Financing Rate
(“SOFR”). The Alternative Reference Rates Committee (ARRC) has recommended SOFR as the alternative to USD LIBOR and
published fallback interest rate consultations for public comment as well as a Paced Transition Plan to SOFR use. The Financial
Stability Board has taken an interest in LIBOR and possible replacement indices as a matter of risk management. The International
Organization of Securities Commissions, or IOSCO, has been active in this area and is expected to call on market participants to have
backup options if a reference rate, such as LIBOR, ceases publication. The International Swap Dealers Association has published
guidance on interest rate benchmarks and alternatives in July and August 2018.
On November 30th, 2020 the federal banking regulatory agencies issued an Interagency Statement on LIBOR Transition to encourage
banks to transition away from U.S. dollar (USD) LIBOR as soon as practicable. The Statement exposes that the LIBOR transition is a
significant event that banks should closely manage and further explains that new financial contracts should either utilize a reference
rate other than LIBOR or have robust fallback language that includes a clearly defined alternative reference rate after LIBOR’s
discontinuation. Separately, the agencies recently issued a statement that says a bank may use any reference rate for its loans that the
bank determines to be appropriate for its funding model and customer needs.
The key aspect of such Statement is that the administrator of LIBOR announced it will consult on its intention to cease the publication
of the one-week and two-month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the
remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. This extension allows most USD
LIBOR contracts to mature before LIBOR experiences disruptions. Failure to prepare for disruptions to USD LIBOR, including
operating with insufficiently robust fallback language, could undermine financial stability and banks’ safety and soundness. The
statement does go on to clearly specify that it should not be read as announcing that the LIBOR benchmark has ceased, or will cease,
to be provided permanently or indefinitely or that it is not, or no longer will be, representative for the purposes of language adopted by
the International Swaps and Derivatives Association (“ISDA”). Recently, ISDA launched the IBOR Fallbacks Supplement and IBOR
Fallbacks Protocol, marking a major step in reducing the systemic impact of a key interbank offered rate becoming unavailable while
market participants continue to have exposure to that rate. The supplement amends ISDA’s standard definitions for interest rate
derivatives to incorporate robust fallbacks for derivatives linked to certain IBORs, changes went into effect on January 25, 2021.
The replacement of LIBOR creates operational and market risks that will become clearer as replacement choices are developed.
Oriental’s LIBOR exposure is mainly concentrated within its commercial loan portfolio. Oriental has identified its LIBOR-based
contracts that will be impacted by the cessation of LIBOR and is incorporating fallback language in negotiated contracts and
incorporating a non-LIBOR reference rate and/or fallback language in new contracts to prepare for these changes. Furthermore,
management has established a LIBOR transition team to lead Oriental in the execution of its project plan. Uncertainty as to the nature
of replacement choices potential changes or other reforms may adversely affect our financial condition and results of operations.
CREDIT RISK
We are exposed to credit risk in connection with our loans to certain government agencies and municipalities of Puerto Rico, and
the restructuring of Puerto Rico government’s debt could adversely affect the value of such loans.
At December 31, 2020, we have approximately $99.1 million of direct credit exposure to four municipalities and a Puerto Rico public
corporation, a $34.9 million decrease from December 31, 2019. Mainly, the credit exposure consists of collateralized loans or
obligations that have special additional property tax revenues pledged for their repayment.
The Puerto Rico government faces a number of severe economic and fiscal challenges that are expected to require a significant
government restructuring, as well as severe austerity measures to close its significant budget deficit.
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If the government restructuring affects the ability of the municipalities to pay their obligations to us as they become due, or under
certain other circumstances, we may be required to adversely classify such loans and increase the provision for loan losses in
connection therewith. Such provision may significantly impact our earnings.
Heightened credit risk could require us to increase our provision for credit losses, which could have a material adverse effect on
our results of operations and financial condition.
Making loans is an essential element of our business, and there is a risk that the loans will not be repaid. This default risk is affected
by a number of factors, including:
the duration of the loan;
credit risks of a particular borrower;
changes in economic or industry conditions; and
in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral.
Our customers might not repay their loans according to the original terms, and the collateral securing the payment of those loans might
be insufficient to pay any remaining loan balance. Hence, we may experience significant loan losses, which could have a materially
adverse effect on our operating results. We make various assumptions and judgments about the collectability of our loan portfolio,
including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment
of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, past loss experience, and an
evaluation of economic conditions, among other factors. If our assumptions prove to be incorrect, our allowance for credit losses may
not be enough to cover losses inherent in our loan portfolio, resulting in additions to the allowance. Material additions to the
allowance would materially decrease our net income.
Our emphasis on the origination of business and retail loans is one of the more significant factors in evaluating our allowance for
credit losses. As we continue to increase the amount of these loans, additional or increased provisions for credit losses may be
necessary and as a result would decrease our earnings.
We strive to maintain an appropriate allowance for credit losses to provide for probable losses inherent in the loan portfolio. We
periodically determine the amount of the allowance based on consideration of several factors such as default frequency, internal loan
grades, expected future cash collections, loss recovery rates and general economic factors, among others. Our methodology for
measuring the adequacy of the allowance relies on several key elements, which include a specific allowance for identified problem
loans and a general systematic allowance.
We believe our allowance for credit losses is currently sufficient given the constant monitoring of the risk inherent in the loan
portfolio. However, there is no precise method of predicting loan losses and therefore we always face the risk that charge-offs in
future periods will exceed the allowance for credit losses and that additional increases in the allowance for credit losses will be
required. In addition, the FDIC as well as the OCFI may require us to establish additional reserves. Additions to the allowance for
credit losses would result in a decrease of net earnings and capital and could hinder our ability to pay dividends.
Given the economic conditions in Puerto Rico, we may continue to experience increased credit costs or need to take greater than
anticipated markdowns and make greater than anticipated provisions to increase the allowances for loan losses that could adversely
affect our financial condition and results of operations in the future.
Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or
loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could
have a materially adverse effect on our results of operations and/or financial condition.
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We are subject to default and other risks in connection with mortgage loan originations.
From the time that we fund the mortgage loans originated to the time that they are sold, we are generally at risk for any mortgage loan
defaults. Once we sell the mortgage loans, the risk of loss from mortgage loan defaults and foreclosures passes to the purchaser or
insurer of the mortgage loans. However, in the ordinary course of business, we make representations and warranties to the purchasers
and insurers of mortgage loans relating to the validity of such loans. If there is a breach of any of these representations or warranties,
we may be required to repurchase the mortgage loan and bear any subsequent loss on the mortgage loan. We also may be required to
repurchase mortgage loans in the event that there was improper underwriting or fraud or in the event that the loans become delinquent
shortly after they are originated. Any such repurchases in the future may negatively impact our liquidity and operating results.
Termination of our ability to sell mortgage products to U.S government-sponsored entities would have a material adverse effect on our
results of operations and financial condition. In addition, we may be required to indemnify certain purchasers and others against losses
they incur in the event of breaches of our representations and warranties and in various other circumstances, including securities fraud
claims, and the amount of such losses could exceed the purchase amount of the related loans. Consequently, we may be exposed to
credit risk associated with sold loans. In addition, we incur higher liquidity risk with respect to mortgage loans not eligible to be
purchased or insured by FNMA, GNMA or FHLMC, due to a lack of secondary market in which to sell these loans. For the year
ended December 31, 2020, we repurchased $27.9 million of loans from GNMA and FNMA.
We have established reserves in our consolidated financial statements for potential losses that are considered to be both probable and
reasonably estimable related to the mortgage loans sold by us. The adequacy of the reserve and the ultimate amount of losses incurred
will depend on, among other things, the actual future mortgage loan performance, the actual level of future repurchase and
indemnification requests, the actual success rate of claimants, developments in litigation related to us and the industry, actual
recoveries on the collateral, and macroeconomic conditions (including unemployment levels and housing prices). Due to uncertainties
relating to these factors, there can be no assurance that our reserves will be adequate or that the total amount of losses incurred will not
have a material adverse effect upon our financial condition or results of operations. For additional information related to our allowance
for credit losses, see “Note 7—Allowance for Credit Losses” to our consolidated financial statements included in this annual report on
Form 10-K.
A continuing decline in the real estate market would likely result in an increase in delinquencies, defaults and foreclosures and in
a reduction in loan origination activity, which would adversely affect our financial results.
The residential mortgage loan origination business has historically been cyclical, enjoying periods of strong growth and profitability
followed by periods of lower volumes and industry-wide losses. Even though the market for residential mortgage loan originations in
Puerto Rico is currently increasing, the level of mortgage loans that we may originate in the future may decline and adversely impact
our business. In addition, the residential mortgage loan origination business is impacted by home values. There is a risk that a
reduction in housing values could negatively impact our loss levels on the mortgage loan portfolio because the value of the homes
underlying the loans is a primary source of repayment in the event of foreclosure.
The decline in Puerto Rico’s economy has had an adverse effect in the credit quality of our loan portfolios. Among other things,
during the ongoing recession, we have experienced an increase in the level of non-performing assets and loan loss provision, which
adversely affected our profitability. Although the delinquency rates and non-performing assets have decreased recently, they may
increase if the recession continues or worsens. If there is another decline in economic activity, additional increases in the allowance
for credit losses could be necessary with further adverse effects on our profitability.
Any sustained period of increased delinquencies, foreclosures or losses could harm our ability to sell loans, the price received on the
sale of such loans, and the value of the mortgage loan portfolio, all of which could have a negative impact on our results of operations
and financial condition. In addition, any material decline in real estate values would weaken our collateral loan-to-value ratios and
increase the possibility of loss if a borrower default.
Loans that we acquired in the Scotiabank transaction may be subject to greater than anticipated impairment.
We have made fair value estimates of certain assets and liabilities in recording the Scotiabank PR & USVI Acquisition. Actual values
of these assets and liabilities could differ from our estimates, which could result in us not achieving the anticipated benefits of the
Scotiabank PR & USVI Acquisition. In addition, Scotiabank’s loan scoring system was different than ours, and as we continue to
evaluate their loan portfolio using our systems, we may have to make additional adjustments.
25
Given the economic conditions in Puerto Rico, we may continue to experience increased credit costs or need to take greater than
anticipated markdowns and make greater than anticipated provisions to increase the allowances for credit losses on the loans acquired
that could adversely affect our financial condition and results of operations in the future.
OPERATIONS AND BUSINESS RISK
We may not be able to realize the anticipated benefits of the Scotiabank PR & USVI Acquisition.
Our future growth and profitability depend, in part, on the ability to successfully manage the combined operations. The success of the
Scotiabank PR & USVI Acquisition will depend on, among other things, our ability to assess the quality of assets acquired, to realize
anticipated cost savings and to integrate the acquired companies in a manner that permits growth opportunities and does not materially
disrupt our or the acquired business’s existing customer relationships or result in decreased revenue resulting from any loss of
customers. If we are not able to successfully achieve these objectives, the anticipated benefits of the Scotiabank PR & USVI
Acquisition may not be realized fully or at all or may take longer to realize than expected.
We may experience losses related to fraud and theft.
Oriental has experienced, and may experience in the future, losses incurred due to customer or employee fraud and theft. These losses
may be material and negatively affect Oriental’s results of operations, financial condition or prospects. These losses could also lead to
significant reputational risks and other effects. The sophistication of external fraud actors continues to increase, and in some cases
includes large criminal rings, which increases the resources and infrastructure needed to thwart these attacks. The industry fraud threat
continues to evolve, including but not limited to card fraud, check fraud, social engineering and phishing attacks for identity theft and
account takeover. Oriental continues to invest in fraud prevention in the forms of people and systems designed to prevent, detect and
mitigate the customer and financial impacts.
We are subject to security and operational risks related to our use of technology, including the risk of cyber-attack or cyber theft.
Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and
networks regarding our customers and their accounts. To provide these products and services, we use information systems and
infrastructure that we and third-party service providers operate. As a financial institution, we are also subject to and examined for
compliance with an array of data protection laws, regulations and guidance, as well as to our own internal privacy and information
security policies and programs.
Such incidents may include unauthorized access to our digital systems for purposes of misappropriation of assets, gaining access to
sensitive information, corrupting data, or causing operational disruption. Although our information technology structure continues to
be subject to cyber attacks, we have not, to our knowledge, experience a breach of cyber-security. Such an event could compromise
our confidential information, as well as that of our customers and third parties with whom we interact with and may result in negative
consequences.
While we have policies and procedures designated to prevent or limit the effects of a possible security breach of our information
systems, if unauthorized persons were somehow to get access to confidential information in our possession or to our proprietary
information, it could result in significant legal and financial exposure, damage to our reputation or a loss of confidence in the security
of our systems that could adversely affect our business. Though we have insurance against some cyber-risks and attacks, it may not be
sufficient to offset the impact of a material loss event.
We rely on third parties to provide services and systems essential to the operation of our business, and any failure, interruption or
termination of such services or systems could have a material adverse affect on our financial condition and results of operations.
Our business relies on the secure, successful and uninterrupted functioning of our core banking platform, information technology,
telecommunications, and loan servicing. We outsource some of our major systems, such as customer data and deposit processing, part
of our mortgage loan servicing, internet and mobile banking, and electronic fund transfer systems. The failure or interruption of such
systems, or the termination of a third-party software license or any service agreement on which any of these systems or services is
based, could interrupt our operations. Because our information technology and telecommunications systems interface with and
depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such systems fail
or experience interruptions. In addition, replacing third party service providers could also entail significant delay and expense.
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If sustained or repeated, a failure, denial or termination of such systems or services could result in a deterioration of our ability to
process new loans, service existing loans, gather deposits and/or provide customer service. It could also compromise our ability to
operate effectively, damage our reputation, result in a loss of customer business and/or subject us to additional regulatory scrutiny and
possible financial liability. Any of the foregoing could have a material adverse effect on our financial condition and results of
operations.
Non-Compliance with the USA Patriot Act, Bank Secrecy Act, or other laws and regulations could result in fines and other
sanctions.
Financial institutions are generally required under the USA Patriot Act and the Bank Secrecy Act to develop programs to prevent such
financial institutions from being used for money-laundering and terrorist financing activities. Financial institutions are generally also
required to file suspicious activity reports with the Financial Crimes Enforcement Network of the U.S. Treasury Department if such
activities are detected. These rules also require financial institutions to establish procedures for identifying and verifying the identity
of customers seeking to open new financial accounts. We have developed a compliance program reasonably designed to ensure
compliance with such laws and regulations. Our failure or the inability to comply with these regulations could result in enforcement
actions, fines or penalties, curtailment of expansion opportunities, intervention or sanctions by regulators, costly litigation, or
expensive additional internal controls and systems.
Our risk management policies, procedures and systems may be inadequate to mitigate all risks inherent in our various businesses.
A comprehensive risk management function is essential to the financial and operational success of our business. The types of risk we
monitor and seek to manage include, but are not limited to, operational, technological, organizational, market, fiduciary, legal,
compliance, liquidity and credit risks. We have adopted various policies, procedures and systems to monitor and manage these risks.
There can be no assurance that those policies, procedures and systems are adequate to identify and mitigate all risks inherent in our
various businesses. Our businesses and the markets in which we operate are also continuously evolving. If we fail to fully understand
the implications of changes in our business or the financial markets and to adequately or timely enhance the risk framework to address
those changes, we could incur losses. In addition, in a difficult or less liquid market environment, our risk management strategies may
not be effective because other market participants may be attempting to use the same or similar strategies to deal with the challenging
market conditions. In such circumstances, it may be difficult for us to reduce our risk positions due to the activity of such other market
participants.
LIQUIDITY RISK
Our business could be adversely affected if we cannot maintain access to stable funding sources.
Our business requires continuous access to various funding sources. We are able to fund our operations through deposits as well as
through advances from the FHLB-NY and FRB-NY; however, our business may need to access other wholesale funding sources, such
as repurchase agreements and brokered deposits, which consisted of approximately 1% of our total interest-bearing liabilities as of
December 31, 2020.
Brokered deposits are typically sold through an intermediary to small retail investors. Our ability to continue to attract brokered
deposits is subject to variability based upon a number of factors, including volume and volatility in the global securities markets, our
credit rating and the relative interest rates that we are prepared to pay for these liabilities. Brokered deposits are generally considered a
less stable source of funding than core deposits obtained through retail bank branches. Investors in brokered deposits are generally
more sensitive to interest rates and will generally move funds from one depository institution to another based on small differences in
interest rates offered on deposits.
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We expect to have continued access to credit from the foregoing sources of funds. However, there can be no assurance that such
financing sources will continue to be available or will be available on favorable terms. In a period of financial disruption, or if
negative developments occur with respect to us, the availability and cost of funding sources could be adversely affected. In that event,
our cost of funds may increase, thereby reducing the net interest income, or we may need to dispose of a portion of the investment
portfolio, which, depending upon market conditions, could result in realizing a loss or experiencing other adverse accounting
consequences upon such dispositions. The interest rates that we pay on our securities are also influenced by, among other things,
applicable credit ratings from recognized rating agencies. A downgrade to any of these credit ratings could affect our ability to access
the capital markets, increase our borrowing costs and have a negative impact on our results of operations. Our efforts to monitor and
manage liquidity risk may not be successful to deal with dramatic or unanticipated changes in the global securities markets or other
reductions in liquidity driven by us or market-related events. In the event that such sources of funds are reduced or eliminated, and we
are not able to replace them on a cost-effective basis, we may be forced to curtail or cease our loan origination business and treasury
activities, which would have a material adverse effect on our operations and financial condition.
Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends.
We are a separate and distinct legal entity from our subsidiaries. Dividends to us from our subsidiaries have represented a major
source of funds for us to pay dividends on our common and preferred stock, make payments on corporate debt securities and meet
other obligations. There are various U.S. federal and Puerto Rico law limitations on the extent to which Oriental Bank, our main
subsidiary, can finance or otherwise supply funds to us through dividends and loans. These limitations include minimum regulatory
capital requirements, U.S. federal and Puerto Rico banking law requirements concerning the payment of dividends out of net profits or
surplus, Sections 23A and 23B of the Federal Reserve Act and Regulation W of the Federal Reserve Board governing transactions
between an insured depository institution and its affiliates, as well as general federal regulatory oversight to prevent unsafe or unsound
practices. Further, under the Basel III capital rules adopted by the federal banking regulatory agencies, a banking organization will
need to hold a capital conservation buffer (composed of common equity tier 1 capital) greater than 2.5% of total risk-weighted assets
to avoid limitations on capital distributions and discretionary bonus payments. Compliance with the capital conservation buffer is
determined as of the end of the calendar quarter prior to any such capital distribution or discretionary bonus payment.
If our subsidiaries’ earnings are not sufficient to make dividend payments while maintaining adequate capital levels, our liquidity may
be affected, and we may not be able to make dividend payments to our holders of common and preferred stock or payments on
outstanding corporate debt securities or meet other obligations, each of which could have a material adverse impact on our results of
operations, financial position or perception of financial health.
In addition, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior
claims of the subsidiary’s creditors.
COMPETITIVE AND STRATEGIC RISK
Competition with other financial institutions could adversely affect our profitability.
We face substantial competition in originating loans and in attracting deposits and assets to manage. The competition in originating
loans and attracting assets comes principally from other Puerto Rico, U.S., and foreign banks, investment advisors, securities broker-
dealers, mortgage banking companies, consumer finance companies, credit unions, insurance companies, and other institutional
lenders and purchasers of loans. We will encounter greater competition as we expand our operations. Increased competition may
require us to increase the rates paid on deposits or lower the rates charged on loans which could adversely affect our profitability.
We operate in a highly regulated environment and may be adversely affected by changes in federal and local laws and regulations.
Our operations are subject to extensive regulation by federal and local governmental authorities and are subject to various laws and
judicial and administrative decisions imposing requirements and restrictions on all or part of our operations. Because our business is
highly regulated, the laws, rules and regulations applicable to us are subject to regular modification and change. For example, the
Dodd-Frank Act has a broad impact on the financial services industry, including significant regulatory and compliance changes, as
discussed under the subheading “Dodd-Frank Wall Street Reform and Consumer Protection Act” in Item 1of this annual report. The
changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our
business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our
business.
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We may be required to invest significant management attention and resources to evaluate and make necessary changes in order to
comply with new statutory and regulatory requirements. Failure to comply with the new requirements may negatively impact our
results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the
laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors.
Reputational risk and social factors may impact our results.
Our ability to originate loans and to attract deposits and assets is highly dependent upon the perceptions of consumer, commercial and
funding markets of our business practices and our financial health. Negative public opinion could result from actual or alleged conduct
in any number of activities or circumstances, including lending practices, regulatory compliance, inadequate protection of customer
information, or sales and marketing, and from actions taken by regulators in response to such conduct. Adverse perceptions regarding
us could lead to difficulties in originating loans and generating and maintaining accounts as well as in financing them.
In addition, a variety of social factors may cause changes in borrowing activity, including credit card use, payment patterns and the
rate of defaults by account holders and borrowers. If consumers develop or maintain negative attitudes about incurring debt, or if
consumption trends decline, our business and financial results will be negatively affected.
ACCOUNTING AND TAX RISK
Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies
may adversely affect our financial statements.
Our financial statements are subject to the application of GAAP, which are periodically revised and/or expanded. Accordingly, from
time to time, we are required to adopt new or revised accounting standards issued by FASB. Market conditions have prompted
accounting standard setters to promulgate new guidance which further interprets or seeks to revise accounting pronouncements related
to financial instruments, structures or transactions as well as to issue new standards expanding disclosures. See “Note 1—Summary of
Significant Accounting Policies” to our consolidated financial statements included herein for a discussion of any accounting
developments that have been issued but not yet implemented. An assessment of proposed standards is not provided as such proposals
are subject to change through the exposure process and, therefore, the effects on our consolidated financial statements cannot be
meaningfully assessed. It is possible that future accounting standards that we are required to adopt could change the current
accounting treatment that applies to the consolidated financial statements and that such changes could have a material effect on our
financial condition and results of operations.
Our goodwill and other intangible assets could be determined to be impaired in the future and could decrease Oriental’s earnings.
We are required to test our goodwill, core deposit intangible, customer relationship intangible and other intangible assets for
impairment on a periodic basis. The impairment testing process considers a variety of factors, including the current market price of our
common shares, the estimated net present value of our assets and liabilities, and information concerning the terminal valuation of
similarly situated insured depository institutions. If an impairment determination is made in a future reporting period, our earnings and
the book value of these intangible assets will be reduced by the amount of the impairment. If an impairment loss is recorded, it will
have little or no impact on the tangible book value of our common shares or our regulatory capital levels, but such an impairment loss
could significantly restrict Oriental’s ability to make dividend payments without prior regulatory approval.
Based on our annual goodwill impairment test, we determined that no impairment charges were necessary. As of December 31, 2020,
we had on our consolidated balance sheet $86.1 million of goodwill in connection with the BBVAPR Acquisition and the FDIC-
assisted Eurobank acquisition, $35.0 million of core deposit intangible in connection with the Scotiabank PR & USVI Acquisition and
the FDIC-assisted Eurobank acquisition and the BBVAPR Acquisition, a $10.6 million of customer relationship intangible in
connection with the Scotiabank PR & USVI Acquisition and the BBVAPR Acquisition, and a $0.3 million of other intangibles in
connection with the Scotiabank PR & USVI Acquisition. There can be no assurance that future evaluations of such goodwill or
intangibles will not result in any impairment charges. Among other factors, further declines in our common stock as a result of
macroeconomic conditions and the general weakness of the Puerto Rico economy, could lead to an impairment of such assets. If such
assets become impaired, it could have a negative impact on our results of operations.
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Legislative and other measures that may be taken by Puerto Rico governmental authorities could materially increase our tax
burden or otherwise adversely affect our financial condition, results of operations or cash flows.
Legislative changes, particularly changes in local tax laws, could adversely impact our results of operations. In an effort to address the
Commonwealth’s ongoing fiscal problems, the Puerto Rico government has enacted tax reforms in the past providing, among other
things, for changes in income tax rates and the expansion of certain taxes, such as the sales and use tax, and may do so again in the
future.
We operate two IBE units and an IBE subsidiary pursuant to the IBE Act which provides significant tax advantages. The IBEs have an
exemption from Puerto Rico income taxes on interest earned on, or gain realized from the sale of, non-Puerto Rico assets, including
U.S. government obligations and certain mortgage-backed securities. This exemption has allowed us to have an effective tax rate
below the maximum statutory tax rate. In the past, the Legislature of Puerto Rico has considered proposals to curb the tax benefits
afforded to IBEs. For example, Puerto Rico enacted legislation in 2012 under which no new IBEs may be organized and newly
organized “international financial entities” are generally subject to a 4% Puerto Rico income tax rate. In the event other legislation is
enacted by the Puerto Rico government to eliminate or modify the tax exemption provided to IBEs, the consequences could have a
materially adverse impact on our financial results, including an increase in income tax expense and consequently our effective tax rate,
adversely affecting our financial condition, results of operations and cash flows.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Oriental owns a fifteen-story office building located at 254 Muñoz Rivera Avenue, San Juan, Puerto Rico, known as Oriental Center,
where its executive offices are located. Oriental operates a full-service branch at the plaza level and our centralized units and
subsidiaries occupy approximately 96% of the office floor space. Approximately 4% of the office space is leased to outside tenants.
The Bank owns five branch premises and leases forty-nine branch commercial offices throughout Puerto Rico. As part of the
Scotiabank PR & USVI Acquisition on December 31, 2019, Oriental acquired two branch premises in the USVI.
The Bank’s management believes that each of its facilities is well maintained and suitable for its purpose and can readily obtain
appropriate additional space as may be required at competitive rates by extending expiring leases or finding alternative space.
At December 31, 2020, the aggregate future rental commitments under the terms of its leases, exclusive of taxes, insurance and
maintenance expenses payable by Oriental, was approximately $32.6 million.
Oriental’s investment in premises and equipment, exclusive of leasehold improvements at December 31, 2020, was $138.1 million,
gross of accumulated depreciation.
ITEM 3. LEGAL PROCEEDINGS
Oriental and its subsidiaries are defendants in a number of legal proceedings incidental to their business. Oriental is vigorously
contesting such claims. Based upon a review by legal counsel and the development of these matters to date, management is of the
opinion that the ultimate aggregate liability, if any, resulting from these claims will not have a material adverse effect on Oriental’s
financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Oriental’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “OFG”.
As of December 31, 2020, Oriental had approximately 4,521 holders of record of its common stock, including all directors and
officers of Oriental, and beneficial owners whose shares are held in “street” name by securities broker-dealers or other nominees.
Stock Performance Graph
The graph below compares the percentage change in Oriental’s cumulative total stockholder return during the measurement period
with the cumulative total return, assuming reinvestment of dividends, of the Russell 2000 Index and the SNL Bank Index.
The cumulative total stockholder return was obtained by dividing (a) the sum of (i) the cumulative amount of dividends per share,
assuming dividend reinvestment, for the measurement period beginning December 31, 2015, and (ii) the difference between the share
price at the beginning and the end of the measurement period, by (b) the share price at the beginning of the measurement period.
Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
Index
OFG Bancorp
Russell 2000
SNL Bank
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
100.00
100.00
100.00
183.75
121.31
126.35
135.12
139.08
149.21
240.86
123.76
124.00
349.89
155.35
167.93
280.58
186.36
145.49
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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
RECENT DEVELOPMENTS
Covid-19 Pandemic 2020
In the first quarter of 2020, the World Health Organization declared the outbreak of Covid-19 a pandemic. The Covid-19 pandemic
has resulted in authorities implementing numerous measures attempting to contain the spread and impact of Covid-19, such as travel
restrictions, quarantines, shelter-in-place orders and limitations on business activity, including closures. These measures are severely
restricting global economic activity, disrupting global supply chains, lowering asset valuations, significantly increasing unemployment
and underemployment levels, decreasing liquidity in markets for certain securities and causing significant volatility and disruptions in
financial markets. To address the economic impact in the U.S., in March and April 2020, the President signed into law four economic
stimulus packages to provide relief to businesses and individuals, including the $2.2 trillion Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”). Among other measures, the CARES Act provided $349 billion funding for the Small Business
Administration (the “SBA”) Paycheck Protection Program (the “PPP”), which provides loans to small businesses to keep their
employees on payroll and make other eligible payments. The original funding for the PPP was fully allocated by mid-April 2020, with
additional funding made available on April 24, 2020 under the Paycheck Protection Program and Health Care Enhancement Act. On
December 27, 2020, the President signed into law the Coronavirus Response and Relief Supplemental Appropriations Act, a $900
billion coronavirus relief bill as part of a larger $1.4 trillion omnibus spending and appropriations bill. This bill clarifies certain
aspects of the first round of PPP and reopens another round of PPP funding for the hardest hit businesses. It also extends until March
31, 2021 the opportunity for employers to seek tax credits for wages paid for Families First Coronavirus Response Act qualifying
emergency paid sick leave or emergency paid Family and Medical Leave Act. The new Coronavirus Relief Act also impacts the real
estate sector through new rounds of rental assistance and an extension of the federal eviction moratorium.
On April 9, 2020, the Federal Reserve Board provided additional funding sources for small and mid-sized businesses as well as for
state and local governments as they work through cash flow stresses caused by the Covid-19 pandemic. Additionally, the Federal
Reserve Board has taken other steps to provide fiscal and monetary stimuli, including reducing the federal funds rate and the interest
rate on the Federal Reserve’s discount window, and implementing programs to promote liquidity in certain securities markets. The
Federal Reserve Board, along with other federal banking regulators, has also issued interagency guidance to financial institutions that
are working with borrowers affected by Covid-19.
In March, the Puerto Rico and USVI governments shut down non-essential businesses and imposed stay-at-home and other
restrictions. Puerto Rico-based claims for unemployment have risen considerably since March of 2020. The Puerto Rico and USVI
stay-at-home directives excluded essential businesses, including banks, and Oriental remained open and fully operational as described
below. Such directives significantly reduced economic activity in Puerto Rico and the USVI. These measures, however, enabled
Puerto Rico to begin the easing of such restrictions on economic activity by the end of the second quarter of 2020 and the beginning of
the third, with a noticeable rebound in the local economy.
In response to the pandemic, Oriental has implemented protocols and processes to help protect our employees and clients. These
measures include:
Enhancing workplace safety by providing protective gear, increased sanitation and enforcing social distancing.
Operating our businesses from remote locations, leveraging our business continuity plans and capabilities that include having
approximately 50% of employees work from home, and other employees operating using pre-planned contingency strategies
for critical site-based operations. These capabilities have allowed us to continue to service our clients. We will continue to
manage the increased operational risk related to the execution of our business continuity plans in accordance with our Risk
Framework and Operational Risk Management Program.
Expanding health insurance and benefits for employees, including coverage of the Covid-19 tests and related telemedicine,
opening insurance networks of laboratories, pharmacies and doctors to ease employee access, and providing safety kits to all
employees for personal or family use.
32
Providing uninterrupted and excellent levels of service, achieved through several channels, including, phone, digital, branch
appointments, ATMs, interactive ATMs, and drive-thru tellers, while maintaining employee and customer safety and social
distancing. Oriental was the first bank in Puerto Rico and the USVI to establish consumer and business relief programs
accessible online to clients affected by Covid-19 and scheduling appointments at most branches through its webpage.
Offering assistance to our commercial, consumer and small business clients affected by the Covid-19 pandemic, which
included payment deferrals, waivers of certain fees, doubling the amount that can be withdrawn or transferred via online
banking and mobile check deposit, elimination of adverse credit reports, participation in the CARES Act and Federal Reserve
lending programs for businesses, including the SBA PPP, and continuing to provide access to the important financial services
on which our clients rely.
Launching a digital portal, to make it fast and easy for our commercial clients to apply for PPP loan forgiveness.
In connection with reviewing our financial condition in light of the pandemic, we evaluated our assets, including goodwill and other
intangibles, for potential impairment. Based upon our review as of December 31, 2020, no impairments have been recorded and there
have been no significant changes in fair value hierarchy classifications. We have also elected to delay for two years the phase-in of the
capital impact from our adoption of the new accounting standard on credit losses. For more information, see Regulatory Capital
section in the MD&A.
On April 7, 2020, the federal banking agencies along with the National Credit Union Administration, and the Consumer Financial
Protection Bureau, in consultation with the state financial regulators, issued an interagency statement revising a March 22, 2020
interagency statement on loan modifications and the reporting for financial institutions working with customers affected by the Covid-
19 pandemic (the “Interagency Statement”). The Interagency Statement reconfirmed that efforts to work with borrowers where the
loans are prudently underwritten, and not considered past due or carried on nonaccrual status, should not result in the loans
automatically being considered modified in a troubled debt restructuring (“TDR”) for accounting and financial reporting purposes, or
for purposes of their respective risk-based capital rules, which would otherwise require financial institutions subject to the capital rules
to hold more capital. The Interagency Statement also clarified the interaction between its previous guidance and Section 4013 of the
CARES Act, which provides certain financial institutions with the option to suspend the application of accounting guidance for TDRs
for a limited period of time for loan modifications made to address the effects of the Covid-19 pandemic.
Oriental granted various forms of assistance to customers and clients impacted by the Covid-19 pandemic, including payment
deferrals. The majority of Oriental’s Covid-19 related loan modifications have not been considered TDRs as:
•
they represent short-term or other insignificant modifications, whether under Oriental’s regular loan modification assessments or
the Interagency Statement guidance, or
• Oriental has elected to apply the option to suspend the application of accounting guidance for TDRs as provided under Section
4013 of the CARES Act.
To the extent that certain modifications do not meet any of the above criteria, Oriental accounts for them as TDRs.
As of December 31, 2020, Oriental had processed Covid-19 payment deferrals for more than 47,000 retail customers for $2.2 billion
dollars. For our commercial customers, we had processed relief on $642.6 million dollars in loans. Deferrals have decreased from 30%
of total loans in the second quarter to 1% of total loans in the fourth quarter. As of December 31, 2020, Oriental had loans subject to
Covid-19 payment deferrals as follows:
Mortgage
Commercial
Total
Covid-19 Moratoriums
Amount
Count
(Dollars in thousands)
$
$
19,827
75,880
95,707
195
28
223
% of Total
Population
1%
3%
1%
Mortgage loans in the payment deferral program above consist of FHA and VA insured mortgage loans. Most commercial loans
represent well-capitalized customers in the hospitality industry. For payment deferral programs that have expired at December 31,
2020, only 3% or $15.9 million, in the auto loan portfolio, 7% or $107.8 million, in the mortgage loan portfolio, 1% or $7.4 million, in
33
the commercial portfolio, and 1% or $1.1 million in the consumer portfolio, have deteriorated to non-performing status. In accordance
with Oriental’s policies, all accrued interest receivable of these loans in non-performing status have been reversed.
Additionally, Oriental is a lender for the SBA PPP, a CARES Act program, and other SBA, Federal Reserve Board or United States
Treasury programs that have been created in response to the pandemic and may be a lender for programs created in the future. These
programs are new and their effects on the Company’s business are uncertain. Through December 31, 2020, Oriental had approved
5,074 PPP loans amounting to $297 million, impacting more than 50,000 employees.
The macro-economic environment for the later part of 2020 has benefited from reduced Covid-19 related government restrictions on
economic activity, combined with growing liquidity from the federal stimulus programs Puerto Rico is receiving related to the
recovery from hurricane Maria in 2017, the early 2020 earthquakes, and now the Covid-19 pandemic.
Although the macroeconomic outlook has improved towards the end of the year 2020, the future direct and indirect impact of Covid-
19 on our businesses, results of operations and financial condition remain highly uncertain. Should current economic conditions
persist or deteriorate, this macroeconomic environment may have an adverse effect on our businesses, results of operations and
financial condition. For more information on how the risks related to the Covid-19 pandemic may adversely affect our businesses,
results of operations and financial condition, see Part I, Item 1A. Risk Factors, of this annual report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The accounting and reporting policies followed by Oriental conform with GAAP and general practices within the financial services
industry. Oriental’s significant accounting policies are described in detail in Note 1 to the consolidated financial statements and should
be read in conjunction with this section.
Critical accounting policies require management to make estimates and assumptions, which involve significant judgment about the
effect of matters that are inherently uncertain and that involve a high degree of subjectivity. These estimates are made under facts and
circumstances at a point in time and changes in those facts and circumstances could produce actual results that differ from those
estimates. The following MD&A section is a summary of what management considers Oriental’s critical accounting policies and
estimates.
Allowance for Credit Losses related to loans collectively evaluated for impairment
One of the most critical and complex accounting estimates is associated with the determination of the allowance for credit losses. The
provision for credit losses charged to current operations is based on this determination. As discussed in Note 1 to the consolidated
financial statements, Oriental adopted ASU No. 2016-13, Financial Instruments – Credit Losses (ASC Topic 326), as of January 1,
2020. The total allowance for credit losses as of January 1, 2020 and December 31, 2020, which includes loans evaluated on a
collective basis, was calculated using this approach.
For a detailed description of the principal factors used to determine the allowance for credit losses related to loans collectively
evaluated for impairment and for the principal enhancement’s management made to its methodology, refer to Notes 1 and 7 to the
consolidated financial statements.
Oriental’s management evaluates the adequacy of the allowance for credit losses on a quarterly basis following a systematic
methodology in order to provide for known and inherent risks in the loan portfolio. In developing its assessment of the adequacy of
the allowance for credit losses, Oriental must rely on estimates and exercise judgment regarding matters where the ultimate outcome is
unknown, such as economic developments affecting specific customers, industries or markets. Other factors that can affect
management’s estimates are the key drivers used for each macroeconomic scenario, the macroeconomic scenarios selected, and the
weighting given to each scenario, among others. Changes in the financial condition of individual borrowers, in economic conditions,
in historical loss experience and in the condition of the various markets in which collateral may be sold may all affect the required
level of the allowance for credit losses. Consequently, the business, financial condition, liquidity, capital and results of operations
could also be affected.
34
FINANCIAL HIGHLIGHTS
Oriental had another quarter of strong performance in our core businesses, reflecting our larger scale, solid levels of new loan
production, lower cost of funds, higher non-interest income, and reduced expenses.
On a macro-basis, Oriental is benefitting from the improved economic environment in Puerto Rico and the USVI due to the continuing
nascent rebound from the easing of Covid-19 restrictions and from pandemic-related stimulus.
Within this environment, Oriental’s success continues to be driven by resiliency, agility, and being more than ready to help customers
and communities with their changing product and service needs. During the fourth quarter, Oriental also completed the integration of
the Scotiabank PR & USVI Acquisition and related cost-savings. We look forward to realizing the full benefits of our larger scale over
the course of 2021. The vaccine inoculations should reduce the threat of Covid-19, and the Puerto Rico and USVI economies should
expand from expected federal reconstruction and stimulus payments.
2020 was another challenging year for Puerto Rico, the USVI and Oriental. As in years past, we successfully worked our way through
it. Our team members helped customers by swiftly processing loan deferrals; implementing an easy-to-use, fully online PPP
application process; managing the rapid influx of deposits; and providing contactless and in-person services in a Covid-safe manner;
implementing the Scotiabank integration in the middle of a pandemic.
Fourth quarter of 2020:
Increased Earnings & Revenues: Earnings per share (“EPS”) diluted of $0.42 compared to a loss of $0.05 in the fourth quarter of
2019. Results reflected pre-tax merger and restructuring charges of $10.1 million compared to $21.5 million and total core revenues
were $132.8 million compared to $98.4 million in such quarter. Net interest income of $98.7 million increased by 24.7% and non-
interest income of $34.0 million increased by 77.4%. Net interest margin was 4.24% compared to 5.34% in such quarter.
Solid Production: New loan originations totaled $485.4 million compared to $404.9 million in the fourth quarter of 2019. Compared
to the third quarter of 2020, production (excluding PPP loans) increased $38.0 million, driven by commercial and mortgage with
continued strong levels of auto and consumer lending. The net loan balance declined $77.9 million from $6.6 billion at September 30,
2020 to $6.5 billion at December 31, 2020.
Lower Provision: Provision for credit losses was $14.2 million compared to $23.1 million the fourth quarter of 2019. Fourth quarter
of 2020 net charge-offs of $44.8 million included $31.2 million for two acquired commercial loans that were substantially reserved.
December 31, 2020 loan deferrals fell to 1.4% of total loans from 2.0% on September 30, 2020.
Core Expenses: Non-interest expenses were $89.0 million compared to $78.9 million in the fourth quarter of 2019. Excluding merger
and Covid-19 related costs, fourth quarter 2020 non-interest expenses of $77.4 million fell $9.4 million from the first quarter of 2020,
amounting to approximately $38.0 million in annualized reductions from the Scotiabank PR & USVI Acquisition, exceeding original
expectations by about 9%.
Lower Cost of Funds: Cost of funds was 66 basis points compared to 92 basis points in the fourth quarter of 2019. Compared to the
third quarter of 2020, cost of funds fell 5 basis points. Customer deposits declined $216.8 million from $8.6 billion at September 30,
2020 to $8.4 billion on December 31, 2020.
Capital Building: Tangible book value per share increased $1.01 to $16.97 compared to the fourth quarter of 2019 and common
equity tier 1 capital increased $158.6 million to $894.1 million. The common equity tier 1 ratio was 13.08% versus 12.55% on
September 30, 2020 and 10.91% on December 31, 2019, when the Scotiabank PR & USVI Acquisition closed.
Year ended 2020:
Increased Earnings & Revenues: EPS diluted of $1.32 compared to $0.92 in 2019. Total core revenues were $519.3 million versus
$396.2 million in 2019, with increases of 26.5% and 51.1% in net interest and non-interest income, respectively. New loan production
was $1.7 billion compared to $1.3 billion. Net interest margin was 4.55% compared to 5.37%. The effective tax rate was 21.6%
compared to 28.5%.
35
Results Included (all amounts pre-tax): Merger and restructuring charges mostly related to the Scotiabank PR & USVI Acquisition of
$16.1 million compared to $24.1 million in 2019, and bargain purchase gain from the acquisition of $7.3 million compared to $0.3
million in 2019. 2020 also included $39.9 million in Covid-19 related provision for credit losses and $5.8 million in Covid-19 related
expenses.
OFG Bancorp
FINANCIAL OVERVIEW
YEARS ENDED DECEMBER 31, 2020, 2019 AND, 2018
2020
Year Ended December 31,
2019
(In thousands, except per share data)
2018
$
$
$
$
$
$
473,347 $
64,915
408,432
92,672
315,760
124,352
345,286
94,826
20,499
74,327
(6,512)
67,815 $
373,795 $
51,002
322,793
96,792
226,001
82,493
233,244
75,250
21,409
53,841
(6,512)
47,329 $
1.32 $
1.32 $
0.92 $
0.92 $
51,358
51,555
0.28
14,381
0.77%
8.10%
6.96%
11.05%
66.49%
4.51%
4.55%
51,335
51,719
0.28
14,375
0.83%
5.42%
4.91%
11.24%
58.88%
5.26%
5.37%
360,419
44,525
315,894
56,108
259,786
80,095
207,081
132,800
48,390
84,410
(12,024)
72,386
1.59
1.52
45,400
51,349
0.25
11,511
1.31%
9.95%
8.85%
15.19%
53.07%
5.19%
5.28%
EARNINGS DATA:
Interest income
Interest expense
Net interest income
Provision for loan and lease losses
Net interest income after provision for loan and leases losses
Non-interest income
Non-interest expenses
Income (loss) before taxes
Income tax (benefit) expense
Net income (loss)
Less: dividends on preferred stock
Income (loss) available to common shareholders
PER SHARE DATA:
Basic
Diluted
Average common shares outstanding
Average common shares outstanding and equivalents
Cash dividends declared per common share
Cash dividends declared on common shares
PERFORMANCE RATIOS:
Return on average assets (ROA)
Return on average tangible common stockholders' equity
Return on average common equity (ROE)
Equity-to-assets ratio
Efficiency ratio
Interest rate spread
Interest rate margin
36
PERIOD END BALANCES AND CAPITAL RATIOS:
Investments and loans
Investment securities
Loans and leases, net
Total investments and loans
Deposits and borrowings
Deposits
Securities sold under agreements to repurchase
Other borrowings
Total deposits and borrowings
Stockholders’ equity
Preferred stock
Common stock
Additional paid-in capital
Legal surplus
Retained earnings
Treasury stock, at cost
Accumulated other comprehensive (loss) income
Total stockholders' equity
Per share data
Book value per common share
Tangible book value per common share
Market price at end of year
Capital ratios
Leverage capital
Common equity Tier 1 capital
Tier 1 risk-based capital
Total risk-based capital
Financial assets managed
Trust assets managed
Broker-dealer assets gathered
Total assets managed
ANALYSIS OF RESULTS OF OPERATIONS
December 31,
2020
2018
2019
(In thousands, except per share data)
$
$
$
$
$
$
$
$
$
$
$
458,700
6,501,259
6,959,959
8,415,640
-
102,351
8,517,991
92,000
59,885
622,652
103,269
300,096
(102,949)
11,022
1,085,975
19.54
16.97
18.54
10.30%
13.08%
14.78%
16.04%
3,476,491
2,474,234
5,950,725
$
$
$
$
$
$
$
$
$
$
$
1,087,814
6,641,847
7,729,661
7,698,610
190,274
115,287
8,004,171
92,000
59,885
621,515
95,779
279,646
(102,339)
(1,008)
1,045,478
18.75
15.96
23.61
9.24%
10.78%
12.49%
13.76%
3,136,884
2,375,871
5,512,755
$
$
$
$
$
$
$
$
$
$
$
1,279,604
4,431,594
5,711,198
4,908,115
455,508
114,917
5,478,540
92,000
59,885
619,381
90,167
253,040
(103,633)
(10,963)
999,877
17.90
16.15
16.46
14.22%
16.78%
19.20%
20.48%
2,771,462
2,116,035
4,887,497
The following tables show major categories of interest-earning assets and interest-bearing liabilities, their respective interest income,
expenses, yields and costs, and their impact on net interest income due to changes in volume and rates for the years ended December
31, 2020 and 2019. Comparative 2019 to 2018 information has been omitted pursuant to Item 303(b) of Regulation S-K. For such
comparative information, please see Management’s Discussion and Analysis of Financial Condition and Results of Operations in
Oriental’s 2019 annual report on Form 10-K.
TABLE 1 - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
Interest
Average rate
Average balance
December
2020
December
2019
December
2020
December
2019
(Dollars in thousands)
December
2020
December
2019
A - TAX EQUIVALENT SPREAD
Interest-earning assets
Tax equivalent adjustment
Interest-earning assets - tax
equivalent
Interest-bearing liabilities
$
473,347 $
10,127
483,474
64,915
373,795
10,262
384,057
51,002
37
5.28%
0.11%
5.39%
0.77%
6.22% $
0.17%
8,966,989 $
-
6.39%
0.96%
8,966,989
8,378,207
6,012,853
-
6,012,853
5,301,460
Tax equivalent net interest income /
spread
Tax equivalent interest rate margin
B - NORMAL SPREAD
Interest-earning assets:
Investments:
Investment securities
Interest bearing cash and money market
investments
Total investments
Non-PCD/Non-PCI loans
Mortgage
Commercial
Consumer
Auto
Total Non-PCD/Non-PCI loans
PCD/PCI loans
Mortgage
Commercial
Consumer
Auto
Total PCD/PCI loans
Total loans
Total interest-earning assets
418,559
333,055
4.62%
4.73%
5.43%
5.60%
588,782
711,393
11,539
4,373
15,912
43,974
112,234
54,078
125,228
335,514
93,343
24,811
388
3,379
121,921
457,435
473,347
20,879
13,041
33,920
34,434
101,186
46,997
112,109
294,726
28,869
14,935
904
441
45,149
339,875
373,795
1.84%
0.27%
0.72%
5.43%
5.51%
11.66%
8.39%
6.99%
6.08%
6.71%
12.31%
9.09%
6.26%
6.78%
5.28%
2.37%
626,866
879,885
2.11%
2.26%
5.49%
6.34%
12.09%
9.13%
7.68%
5.80%
8.62%
114.35%
12.28%
6.68%
7.53%
6.22%
1,591,613
2,218,479
809,134
2,036,728
463,846
1,492,105
4,801,813
1,536,431
369,960
3,153
37,153
1,946,697
6,748,510
8,966,989
618,446
1,498,331
627,362
1,594,793
388,682
1,228,143
3,838,980
497,912
173,248
790
3,592
675,542
4,514,522
6,012,853
38
Interest
Average rate
Average balance
December
2020
December
2019
December
2020
December
2019
(Dollars in thousands)
December
2020
December
2019
9,029
8,380
30,455
47,864
4,132
51,996
-
8,202
60,198
1,335
1,988
1,394
4,717
6,271
7,351
15,468
29,090
9,463
38,553
-
802
39,355
7,423
2,212
2,012
11,647
64,915
408,432
$
51,002
322,793
$
Interest-bearing liabilities:
Deposits:
NOW Accounts
Savings and money market
Time deposits
Total core deposits
Brokered deposits
Non-interest bearing deposits
Fair value premium and core deposit
intangible amortizations
Total deposits
Borrowings:
Securities sold under agreements to
repurchase
Advances from FHLB and other
borrowings
Subordinated capital notes
Total borrowings
Total interest bearing
liabilities
Net interest income / spread
Interest rate margin
Excess of average interest-earning
assets over average interest-bearing
liabilities
Average interest-earning assets to
average interest-bearing liabilities
ratio
0.42%
0.45%
1.55%
0.80%
2.45%
0.85%
0.00%
0.00%
0.73%
2.63%
2.79%
3.86%
2.98%
0.77%
4.51%
4.55%
0.56%
0.62%
1.42%
0.86%
2.47%
1.02%
0.00%
0.00%
0.81%
2.48%
2.77%
5.58%
2.80%
0.96%
5.26%
5.37%
2,156,300
1,858,416
1,966,706
5,981,422
168,728
6,150,150
2,069,786
-
8,219,936
1,120,459
1,189,205
1,092,002
3,401,666
383,483
3,785,149
1,100,599
-
4,885,748
50,874
299,842
71,314
36,083
158,271
79,787
36,083
415,712
8,378,207
5,301,460
$
588,782
$
711,393
107.03%
113.42%
C - CHANGES IN NET INTEREST INCOME DUE TO:
Interest Income:
Investments
Loans
Total interest income
Interest Expense:
Deposits
Repurchase agreements
Other borrowings
Total interest expense
Net Interest Income
Volume
Rate
(In thousands)
Total
$
$
16,303 $
158,875
175,178
26,857
(6,164)
(309)
20,384
154,794 $
(34,311) $
(41,315)
(75,626)
(6,014)
76
(533)
(6,471)
(69,155) $
(18,008)
117,560
99,552
20,843
(6,088)
(842)
13,913
85,639
39
Net Interest Income
Net interest income is a function of the difference between rates earned on Oriental’s interest-earning assets and rates paid on its
interest-bearing liabilities (interest rate spread) and the relative amounts of its interest earning assets and interest-bearing liabilities
(interest rate margin). Oriental constantly monitors the composition and re-pricing of its assets and liabilities to maintain its net
interest income at adequate levels.
Comparison of the years ended December 31, 2020 and 2019
Net interest income of $408.4 million increased $85.6 million from $322.8 million. Interest rate spread decreased 75 basis points to
4.51% from 5.26% and net interest margin decreased 82 basis points to 4.55% from 5.37%. These decreases are mainly due to the net
effect of a decrease of 94 basis points in the average yield of total interest-earning assets and a decrease of 19 basis points in the total
average cost of interest-bearing liabilities.
Net interest income increased as a result of:
Higher interest income from loans by $117.6 million, reflecting higher balances as a result of the Scotiabank PR & USVI
Acquisition and PPP loan originations, partially offset by a 75 basis points decline in yield from higher proportion of 30-year,
fixed rate residential mortgages from such acquisition and the effect of Federal Reserve Board’s rate cuts on variable rate
commercial loans;
$6.5 million in one-time interest recoveries from acquired purchased credit-impaired (“PCI”) Scotiabank loans; and
Lower interest expenses in borrowings by $6.9 million, reflecting the maturity and early extinguishment of repurchase
agreements during 2020.
Such increases in net interest income were adversely impacted by:
Lower interest income from interest bearing cash and investment securities by $18.0 million, mainly impacted by the Reserve
Board’s rate cuts; and
Higher interest expense from deposits by $20.8 million, mainly related to deposits from the Scotiabank PR & USVI
Acquisition and to the increase in customer deposits during the current year, reflecting commercial deposits from existing and
new clients, and retail deposits from increased liquidity in the economy.
40
TABLE 2 - NON-INTEREST INCOME SUMMARY
Banking service revenue
Wealth management revenue
Mortgage banking activities
Total banking and financial service revenue
Net gain (loss) on:
Sale of securities available for sale
Bargain purchase from Scotiabank PR & USVI acquisition
Early extinguishment of debt
Other non-interest income
Total non-interest income, net
Non-Interest Income
Year Ended December 31,
2020
2019
(In thousands)
Variance
$
$
62,579 $
31,789
16,504
110,872
4,728
7,336
(63)
1,479
124,352 $
42,866
26,224
4,275
73,365
8,274
315
(7)
546
82,493
46.0%
21.2%
286.1%
51.1%
-42.9%
2228.9%
-800.0%
170.9%
50.7%
Non-interest income is affected by the amount of the Bank’s trust department assets under management, transactions generated by
clients’ financial assets serviced by Oriental’s the securities broker-dealer and insurance agency subsidiaries, the level of mortgage
banking activities, fees generated from loans and deposit accounts, and gains on sales of assets.
Comparison of years ended December 31, 2020 and 2019
Oriental recorded non-interest income, net, in the amount of $124.4 million, compared to $82.5 million, an increase of 50.7%, or
$41.9 million. The increase in non-interest income was mainly due to:
An increase of $19.7 million in banking service revenues reflecting the Scotiabank PR & USVI Acquisition as electronic
banking revenues and deposit fees increased $15.3 million and $2.6 million, respectively, due to Oriental’s larger customer
base;
An increase of $5.6 million in wealth management revenue due to higher insurance income by $6.8 million, mainly from the
Scotiabank PR & USVI Acquisition insurance transaction volume, offset by lower trust fees and broker-dealer sales which
declined by $476 thousand and $420 thousand, respectively;
An increase of $12.2 million in mortgage-banking activities, also reflecting the Scotiabank PR & USVI Acquisition, as
servicing revenues increased by $8.3 million, and to an increase of $3.9 million from gains of loans sold; and
A $7.3 million bargain purchase gain from the Scotiabank PR & USVI Acquisition to adjust the fair value of accrued interest
receivable and deferred tax asset from new information obtained during 2020 about facts that existed as of December 31,
2019.
The increase in non-interest income was offset by a gain of $8.3 million on the sales of securities recorded in 2019 compared to a gain
of $4.7 million recorded in 2020.
41
TABLE 3 - NON-INTEREST EXPENSES SUMMARY
2020
Compensation and employee benefits
Occupancy, equipment and infrastructure costs
Electronic banking charges
Information technology expenses
Professional and service fees
Taxes, other than payroll and income taxes
Insurance
Loss on sale of foreclosed real estate, other repossessed assets and credit related
expenses
Loan servicing and clearing expenses
Advertising, business promotion, and strategic initiatives
Communication
Printing, postage, stationery and supplies
Director and investor relations
Merger and restructuring charges
Pandemic expenses
Other
Total non-interest expenses
Relevant ratios and data:
Efficiency ratio
Compensation and benefits to non-interest expense
Compensation to average total assets owned
Number of employees end of year
Average number of employees
Average compensation per employee
Average loans per average employee
$
$
$
$
Non-Interest Expenses
Comparison of years ended December 31, 2020 and 2019
61.1%
57.3%
63.3%
111.1%
17.1%
58.1%
245.2%
-32.4%
39.1%
12.3%
22.7%
55.9%
-3.5%
-33.1%
100.0%
54.4%
48.0%
Variance %
Year Ended December 31,
2019
(In thousands)
82,533
30,052
21,244
9,865
14,629
8,749
3,309
132,926 $
47,283
34,698
20,823
17,135
13,831
11,424
7,767
6,752
5,851
4,067
3,847
1,174
16,083
5,795
15,830
345,286 $
66.49%
38.50%
1.37%
2,278
2,384
55.76 $
2,831 $
11,498
4,853
5,208
3,315
2,468
1,216
24,054
-
10,251
233,244
58.88%
35.38%
1.28%
2,455
1,433
57.59
3,148
Non-interest expense was $345.3 million, representing an increase of 48.0%, or $112.0 million, compared to $233.2 million.
The increase in non-interest expenses was driven by:
Higher compensation and employee benefits by $50.4 million, reflecting higher employee count from the Scotiabank PR &
USVI Acquisition;
Increase in occupancy and equipment by $17.2 million driven by a $10.9 million increase in facilities, including branches and
main offices, from the Scotiabank PR & USVI Acquisition and to $4.2 million increase in depreciation expenses also from
the premises and equipment acquired;
Increase in electronic banking charges by $13.5 million driven by a $8.5 million increase in debit card billing fees and a $4.1
million increase in credit card merchant fees, as level of transactions increased due to a larger customer base;
Increase in information technology expenses by $11.0 million related to the Scotiabank’s system integrations;
42
Increase in insurance expenses by $8.1 million, $5.9 million related to the FDIC annual assessment as a result of the increase
in customer deposits;
Pandemic expenses of $5.8 million incurred during the current year as a result of Covid-19, represented expenses incurred
within our premises, such as acrylic shields, face shields and masks, and cleaning and disinfecting costs, in order to control
pandemic spread and keep customers and employees safe, and also included employee Covid-19 testing;
Increase in municipal tax and property tax by $5.1 million, from the Scotiabank acquired business and branches; and
Other expenses increased by $5.6 million related to broker-dealer claims and settlement reserve, which increased by $2.5
million, and amortization of intangibles, which increased by $1.9 million as a result of the Scotiabank PR & USVI
Acquisition. In addition, during the prior year, Oriental received a $1.0 million credit from the government of Puerto Rico as
a result of an employee retention benefit for employers affected by Hurricane Maria in 2017, reducing other expenses in prior
year.
The efficiency ratio was 66.49%, up from 58.88%, mainly as a result of the Scotiabank PR & USVI Acquisition. The efficiency ratio
measures how much of Oriental’s revenues is used to pay operating expenses. Oriental computes its efficiency ratio by dividing non-
interest expenses by the sum of its net interest income and non-interest income, but excluding gains on the sale of investment
securities, derivatives gains or losses, other gains and losses, and other income that may be considered volatile in nature. Management
believes that the exclusion of those items permits consistent comparability. Amounts presented as part of non-interest income that are
excluded from the efficiency ratio computation for the years ended December 31, 2020 and 2019 amounted to $13.5 million and $8.8
million, respectively.
Provision for Credit Losses
Comparison of years ended December 31, 2020 and 2019
Based on an analysis of the credit quality and the composition of Oriental’s loan portfolio, management determined that the provision
for the years was adequate to maintain the allowance for credit losses at an appropriate level to provide for expected credit losses
based upon an evaluation of known and inherent risks.
Provision for credit losses decreased $4.1 million from $96.8 million to $92.7 million. On January 1, 2020, Oriental implemented the
Current Expected Credit Losses accounting standard (“CECL”) using the modified retrospective approach, which utilizes a lifetime
“expected credit loss” measurement objective for the recognition of credit losses for loans at the time the financial asset is originated
or acquired as compared to prior approach based on incurred losses. The 2020 provision included a $39.9 million provision to
incorporate changes in the macro-economic scenario and qualitative adjustments as a result of the Covid-19 pandemic compared to the
2019 additional $54.3 million provision placed to cover the sale of non-performing loans.
Income Taxes
Comparison of years ended December 31, 2020 and 2019
Oriental’s effective tax rate was 21.6% in 2020 compared to 28.5% in 2019. The decrease is based on capital gains from the mortgage-
backed securities sales at lower rates in 2020 and the bargain purchase gain from the Scotiabank PR & USVI Acquisition.
43
Business Segments
Oriental segregates its businesses into the following major reportable segments: Banking, Wealth Management, and Treasury.
Management established the reportable segments based on the internal reporting used to evaluate performance and to assess where to
allocate resources. Other factors such as Oriental’s organization, nature of its products, distribution channels and economic
characteristics of its services were also considered in the determination of the reportable segments. Oriental measures the performance
of these reportable segments based on pre-established goals of different financial parameters such as net income, net interest income,
loan production, and fees generated. Oriental’s methodology for allocating non-interest expenses among segments is based on several
factors such as revenue, employee headcount, occupied space, dedicated services or time, among others. Following are the results of
operations and the selected financial information by operating segment for the years ended December 31, 2020 and 2019.
Wealth
Management
Year Ended December 31, 2020
Total Major
Segments
Treasury
Banking
Consolidated
Eliminations
Total
462,493 $
(57,811)
404,682
(92,237)
87,810
(320,997)
2,443
-
81,701 $
15,939
65,762 $
59 $
-
59
-
32,043
(20,240)
-
(1,164)
10,698
4,506
6,192 $
(In thousands)
10,795 $
(7,104)
3,691
473,347 $
(64,915)
408,432
(435)
4,499
(4,049)
-
(1,279)
2,427 $
54
2,373 $
(92,672)
124,352
(345,286)
2,443
(2,443)
94,826 $
20,499
74,327 $
- $
-
-
-
-
-
(2,443)
2,443
- $
-
- $
473,347
(64,915)
408,432
(92,672)
124,352
(345,286)
-
-
94,826
20,499
74,327
$
Interest income
Interest expense
Net interest income
Provision for loan and lease
losses
Non-interest income
Non-interest expenses
Intersegment revenue
Intersegment expenses
Income before income taxes $
Income tax expense
Net income
$
Total assets
$
8,478,326 $
32,893 $
2,436,029 $
10,947,248 $
(1,121,237) $
9,826,011
44
Banking
Wealth
Management
Treasury
Total Major
Segments
Eliminations
Consolidated
Total
Year Ended December 31, 2019
$
Interest income
Interest expense
Net interest income
Provision for loan and lease
losses
Non-interest income
Non-interest expenses
Intersegment revenue
Intersegment expenses
337,448 $
(36,023)
301,425
(96,504)
47,517
(211,755)
2,207
-
69 $
-
69
(In thousands)
36,278 $
(14,979)
21,299
373,795 $
(51,002)
322,793
-
26,649
(17,163)
-
(652)
(288)
8,327
(4,326)
-
(1,555)
(96,792)
82,493
(233,244)
2,207
(2,207)
- $
-
-
-
-
-
(2,207)
2,207
Income before income taxes$
Income tax expense
Net income
$
42,890 $
16,084
26,806 $
8,903 $
3,339
5,564 $
23,457 $
1,986
21,471 $
75,250 $
21,409
53,841 $
- $
-
- $
373,795
(51,002)
322,793
(96,792)
82,493
(233,244)
-
-
75,250
21,409
53,841
Total assets
$
7,486,314 $
33,369 $
2,865,186 $
10,384,869 $
(1,087,208) $
9,297,661
Comparison of years ended December 31, 2020 and 2019
Banking
Oriental's banking segment net income before taxes increased $38.8 million from $42.9 million to an $81.7 million, mainly reflecting:
Higher interest income from loans by $117.6 million, reflecting higher balances as a result of the Scotiabank PR & USVI
Acquisition and PPP loan originations, partially offset by a 75 basis points decline in yield from higher proportion of 30-year,
fixed rate residential mortgages from the Scotiabank acquisition and the effect of Federal Reserve Board’s rate cuts on
variable rate commercial loans;
$6.5 million in one-time interest recoveries from acquired PCI Scotiabank loans;
Higher interest expense from deposits by $21.8 million, mainly related to deposits from the Scotiabank PR & USVI
Acquisition and to the increase in customer deposits during the current year, reflecting commercial deposits from existing and
new clients, and retail deposits from increased liquidity in the economy;
An increase of $19.7 million in banking service revenues reflecting the Scotiabank PR & USVI Acquisition as electronic
banking revenues and deposit fees increased $15.3 million and $2.6 million, respectively, due to Oriental’s larger customer
base;
An increase of $12.2 million in mortgage-banking activities, also reflecting the Scotiabank PR & USVI Acquisition, as
servicing revenues increased by $8.3 million, and an increase of $3.9 million from gains of loans sold;
A $7.3 million bargain purchase gain from the Scotiabank PR & USVI Acquisition to adjust the fair value of accrued interest
receivable and deferred tax asset from new information obtained during 2020 about facts that existed as of December 31,
2019; and
An increase in non-interest expense by $109.2 million reflecting the Scotiabank PR & USVI Acquisition, mainly in
compensation and employee benefits, occupancy and equipment, electronic banking charges, information technology,
insurance, and municipal and property taxes, in addition to the Covid-19 pandemic related expenses.
45
Wealth Management
Wealth management segment revenue consists of commissions and fees from fiduciary activities, and securities brokerage and
insurance activities. Net income before taxes from this segment increased $1.8 million as a result of higher income and expenses due
the Scotiabank PR & USVI Acquisition, which included an insurance subsidiary.
Treasury
Treasury segment net income before taxes decreased by $21.0 million, mainly reflecting:
Lower interest income from interest bearing cash and investment securities by $18.0 million, mainly impacted by the Federal
Reserve Board’s rate cuts;
Lower interest expenses in borrowings by $6.9 million, reflecting the maturity and early extinguishment of repurchase
agreements during 2020; and
A gain of $8.3 million on the sales of securities recorded in 2019 compared to a gain of $4.7 million recorded in 2020.
ANALYSIS OF FINANCIAL CONDITION
Assets Owned
At December 31, 2020, Oriental’s total assets amounted to $9.826 billion representing an increase of 5.7%, when compared to $9.298
billion at December 31, 2019. The loans and investment portfolios decreased by $140.6 million and $629.1 million, respectively,
while cash and due from banks increased $1.298 billion.
Cash and cash equivalents of $2.2 billion increased by $1.3 billion primarily because of the influx of both commercial and retail
deposits from increased liquidity in the economy as a result of government stimulus programs.
In 2020, Oriental sold $316.3 million mortgage-backed securities at a gain of $4.7 million and had $306.6 million in maturities of US
Treasury notes that were not renewed.
Oriental’s loan portfolio is comprised of residential mortgage loans, commercial loans collateralized by mortgages on real estate, other
commercial and industrial loans, consumer loans, and auto loans. At December 31, 2020, Oriental’s loan portfolio decreased by
2.12%, reflecting repayments and the 39.2 million increase in allowance for credit losses on Non-PCD loans as a result of CECL
implementation and the $39.1 million provision to incorporate changes in the macro-economic scenario and qualitative adjustments as
a result of the Covid-19 pandemic. Loan production in 2020 reached $1.730 billion, compared to $1.299 billion in 2019, driven by
mortgage and commercial lending, including $296.7 million PPP loan originations. The Non-PCD loan portfolio, excluding allowance
for credit losses, increased by $154.7 million from $4.735 billion at December 31, 2019 to $4.890 billion at December 31, 2020.
As a result of the Covid-19 pandemic, Oriental offered several deferral programs for the payment of principal and interest for auto,
personal, credit card, mortgage, and commercial loans for customers whose payments were not over 89 days past due at March 12,
2020 and that requested to be included in these programs. This contributed to the increase in accrued interest receivable during 2020
by $35.6 million.
Financial Assets Managed
Oriental’s financial assets include those managed by Oriental’s trust division, retirement plan administration subsidiary, and assets
gathered by its broker-dealer and insurance subsidiaries. Oriental’s trust division offers various types of individual retirement accounts
(“IRAs”) and manages 401(k) and Keogh retirement plans and custodian and corporate trust accounts, while the retirement plan
administration subsidiary manages private retirement plans. At December 31, 2020, the total assets managed by Oriental’s trust
division and retirement plan administration subsidiary amounted to $3.476 billion, compared to $3.137 billion at December 31, 2019.
Oriental’s broker-dealer subsidiary offers a wide array of investment alternatives to its client base, such as tax-advantaged fixed
46
income securities, mutual funds, stocks, bonds and money management wrap-fee programs. At December 31, 2020, total assets
gathered by the broker-dealer and insurance agency subsidiaries from their customers’ investment accounts amounted to $2.474
billion, compared to $2.376 billion at December 31, 2019. This increase is mainly due to increased liquidity and improvement in the
local economy as a result of government incentives in light of Covid-19 pandemic.
Goodwill
Oriental’s goodwill is not amortized to expense but is tested at least annually for impairment. A quantitative annual impairment test is
not required if, based on a qualitative analysis, Oriental determines that the existence of events and circumstances indicate that it is
more likely than not that goodwill is not impaired. Oriental completes its annual goodwill impairment test as of October 31 of each
year. Oriental tests for impairment by first allocating its goodwill and other assets and liabilities, as necessary, to defined reporting
units. A fair value is then determined for each reporting unit. If the fair values of the reporting units exceed their book values, no
write-down of the recorded goodwill is necessary.
In connection with reviewing our financial condition given the pandemic, we evaluated our assets, including goodwill and other
intangibles, for potential impairment. Based upon our review as of December 31, 2020, no impairments have been recorded.
As of December 31, 2020, Oriental had $86.1 million of goodwill allocated as follows: $84.1 million to the banking segment and $2.0
million to the wealth management segment. Please refer to Note 12 Goodwill and Other Intangible Assets for more information on the
annual goodwill impairment test.
47
TABLE 4 - ASSETS SUMMARY AND COMPOSITION
Investments:
FNMA and FHLMC certificates
Obligations of US government-sponsored agencies
US Treasury securities
CMOs issued by US government-sponsored agencies
GNMA certificates
FHLB stock
Other debt securities
Other investments
Total investments
Loans
Total investments and loans
Other assets:
Cash and due from banks (including restricted cash)
Money market investments
Foreclosed real estate
Accrued interest receivable
Deferred tax asset, net
Premises and equipment, net
Servicing assets
Goodwill
Right of use assets
Core deposit, customer relationship and other intangibles
Other assets and customers' liability on acceptances
Total other assets
December 31
Variance
2020
2019
(In thousands)
%
$
210,949 $
1,606
10,983
39,214
182,772
8,278
914
3,984
458,700
6,501,259
6,959,959
2,143,669
11,908
11,596
65,547
162,478
83,786
47,295
86,069
31,383
45,896
176,425
2,866,052
402,656
1,961
397,184
54,760
216,470
13,048
1,138
597
1,087,814
6,641,847
7,729,661
845,982
6,775
29,909
36,781
176,740
81,105
50,779
86,069
39,112
56,965
157,783
1,568,000
-47.6%
-18.1%
-97.2%
-28.4%
-15.6%
-36.6%
-19.7%
567.3%
-57.8%
-2.1%
-10.0%
153.4%
75.8%
-61.2%
78.2%
-8.1%
3.3%
-6.9%
0.0%
-19.8%
-19.4%
11.8%
82.8%
5.7%
Total assets
$
9,826,011 $
9,297,661
Investment portfolio composition:
FNMA and FHLMC certificates
Obligations of US government-sponsored agencies
US Treasury securities
CMOs issued by US government-sponsored agencies
GNMA certificates
FHLB stock
Other debt securities and other investments
46.0%
0.4%
2.4%
8.5%
39.8%
1.8%
1.1%
100.0%
37.0%
0.2%
36.5%
5.0%
19.9%
1.2%
0.2%
100.0%
48
TABLE 5 - LOAN PORTFOLIO COMPOSITON
Loans held for investment:
Commercial
Mortgage
Consumer
Auto
Allowance for credit losses
Total loans held for investment
Mortgage loans held for sale
Other loans held for sale
Total loans, net
December 31,
2020
2019
(In thousands)
$
$
2,402,010 $
2,283,375
414,946
1,561,802
6,662,133
(204,809)
6,457,324
41,654
2,281
6,501,259 $
2,222,085
2,489,230
504,507
1,522,973
6,738,795
(116,539)
6,622,256
19,591
-
6,641,847
Oriental’s loan portfolio is composed of mortgage, commercial, consumer, and auto loans business products. As shown in Table 5
above, total loans, net, amounted to $6.501 billion at December 31, 2020 and $6.642 billion at December 31, 2019. Oriental’s loans
held-for-investment portfolio composition and trends were as follows:
Commercial loan portfolio amounted to $2.402 billion (36.1% of the gross loan portfolio) compared to $2.222 billion (33.0%
of the gross loan portfolio) at December 31, 2019. Commercial production, including the U.S. loan program production and
PPP loans, increased 79.1% to $930.8 million in 2020 from $406.8 million in 2019.
Mortgage loan portfolio amounted to $2.283 billion (34.3% of the gross loan portfolio) compared to $2.489 billion (36.8% of
the gross originated loan portfolio) at December 31, 2019. Mortgage loan production totaled $246.0 million for the year
ended December 31, 2020 which represents an increase of 165.2% from $92.8 million in 2019. Mortgage loans included
delinquent loans in the GNMA buy-back option program amounting to $56.2 million and $75.2 million at December 31,
2020 and 2019, respectively. Servicers of loans underlying GNMA mortgage-backed securities must report as their own
assets the defaulted loans that they have the option (but not the obligation) to repurchase, even when they elect not to exercise
that option.
Consumer loan portfolio amounted to $414.9 million (6.2% of the gross loan portfolio) compared to $504.5 million (7.5% of
the gross loan portfolio) at December 31, 2019. Consumer loan production decreased 42.4% to $103.0 million in 2020 from
$178.7 million in 2019.
Auto and leasing portfolio amounted to $1.562 billion (23.4% of the gross loan portfolio) compared to $1.523 billion (22.6%
of the gross originated loan portfolio) at December 31, 2019. Auto production decreased 11.4% to $450.1 million in 2020
compared to $508.2 million in 2019.
49
Maturities
From One to
Five Years
After Five Years
Balance
Outstanding at
December 31, 2020
One Year or
Less
Fixed Interest
Rates
(In thousands)
Variable
Interest Rates
Fixed Interest
Rates
Variable
Interest Rates
Non-PCD
Mortgage
Commercial
Consumer
Auto and leasing
Total
PCD
Mortgage
Commercial
Consumer
Auto and leasing
Total
Total loans
$
$
$
$
$
823,443 $
2,118,850
413,552
1,534,269
4,890,114 $
3,365 $
9,967 $
1,270,672
114,774
28,648
1,417,459 $
723,290
221,010
855,914
1,810,181 $
1,459,932 $
283,160
1,394
27,533
1,772,019 $
11,850 $
179,836 $
485 $
4,334 $
196,505 $
25,984 $
100,108 $
590 $
22,412 $
149,094 $
404 $
-
-
-
404 $
235 $
- $
- $
- $
235 $
790,068 $
124,888
77,768
649,707
1,642,431 $
1,400,038 $
3,216 $
319 $
787 $
1,404,360 $
19,639
-
-
-
19,639
21,825
-
-
-
21,825
6,662,133 $
1,613,964 $
1,959,275 $
639 $
3,046,791 $
41,464
50
TABLE 6 — HIGHER RISK RESIDENTIAL MORTGAGE LOANS
December 31, 2020
Higher-Risk Residential Mortgage Loans*
Junior Lien Mortgages
Interest Only Loans
High Loan-to-Value Ratio
Mortgages
LTV 90% and over
Carrying
Value
Allowance Coverage
Carrying
Value
Allowance Coverage
Carrying
Value
Allowance Coverage
(In thousands)
$
$
6,505 $
-
4
203
89
6,801 $
0.19%
194
-
-
62
3
259
2.98% $
0.00%
0.00%
30.54%
3.37%
3.81% $
7,055 $
-
-
-
280
7,335 $
0.19%
373
-
-
-
15
388
5.29% $
0.00%
0.00%
0.00%
5.36%
5.29% $
41,649 $
725
1,513
3,087
11,173
58,147 $
2.28%
689
175
52
524
655
2,095
1.65%
24.14%
3.44%
16.97%
5.86%
3.60%
$
2,055 $
127
6.18% $
815 $
29
3.56% $
16,039 $
1,520
9.48%
30.22%
11.11%
27.58%
$
$
4,817 $
462
1,236
286
6,801 $
166
17
22
54
259
3.45% $
3.68%
1.78%
18.88%
3.81% $
2,035 $
1,667
2,931
702
7,335 $
110
86
154
38
388
5.41% $
5.16%
5.25%
5.41%
5.29% $
- $
-
-
58,147
58,147 $
-
-
-
2,095
2,095
-
-
-
3.60%
3.60%
Delinquency:
0 - 89 days
90 - 119 days
120 - 179 days
180 - 364 days
365+ days
Total
Percentage of total
loans, excluding
Refinanced or
PCD loans
Modified Loans:
Amount
Percentage of
Higher-Risk Loan
Loan-to-Value
Category
Ratio:
Under 70%
70% - 79%
80% - 89%
90% and over
* Loans may be included in more than one higher-risk loan category and excludes PCD loans.
51
The following table includes the maturities of Oriental's lending exposure to the Puerto Rico government, which is limited solely to
loans to municipalities secured by ad valorem taxation, without limitation as to rate or amount, on all taxable property within the
issuing municipalities and a loan to a public corporation acquired in the Scotiabank PR & USVI Acquisition. The good faith, credit
and unlimited taxing power of each issuing municipality are pledged for the payment of its general obligations. Deposits from the
Puerto Rico government totaled $218.9 million at December 31, 2020.
TABLE 7 - PUERTO RICO GOVERNMENT RELATED LOANS AND SECURITIES
Loans:
Public corporations
Municipalities
Total
December 31, 2020
Carrying
Value
Less than 1
Year
Maturity
1 to 3 Years
More than 3
Years
$
$
1,102 $
97,965
99,067 $
(In thousands)
1,102 $
66
1,168 $
- $
18,238
18,238 $
-
79,661
79,661
At December 31, 2020, Oriental has $99.1 million of direct credit exposure to the Puerto Rico government, a $34.9 million decrease
from December 31, 2019.
Credit Risk Management
Allowance for Credit Losses
Oriental maintains an allowance for credit losses at a level that management considers adequate to provide for probable losses based
upon an evaluation of known and inherent risks. Oriental’s allowance for credit losses (“ACL”) policy provides for a detailed
quarterly analysis of expected credit losses.
On January 1, 2020, Oriental adopted the new accounting standard that requires the measurement of the allowance for credit losses to
be based on management’s best estimate of future expected credit losses inherent in the Company’s relevant financial assets. This
change in methodology represents a significant change from prior impairment method. Upon adoption of the new accounting standard,
Oriental recorded a net increase of $89.7 million in the allowance for credit losses on January 1, 2020 which was comprised of a net
increase of $39.2 million allowance for credit losses for Non-PCD loans decreasing retained earnings and $50.5 million for PCD
loans, made through the allowance and loan balances with no impact in capital. We adopted CECL using the modified retrospective
method, therefore periods after January 1, 2020 are presented in accordance with ASC 326 while prior period amounts continue to be
reported in accordance with previously applicable standards and the accounting policies described under Note 1 – Summary of
Significant Accounting Policies to the consolidated financial statements. Prior period amounts in the following tables that are referred
to as Non-PCD loans correspond to loans, excluding loans accounted for under ASC 310-30, while the ones referred to as PCD loans
correspond to loans accounted for under ASC 310-30.
The allowance for credit losses for the year ended December 31, 2020 also included $39.9 million due to the deterioration in the
economic outlook resulting from the impact of Covid-19 pandemic.
Tables 8 through 10 set forth an analysis of activity in the allowance for credit losses and present selected credit loss statistics for
December 31, 2020 and 2019. In addition, Table 5 sets forth the composition of the loan portfolio.
Please refer to the “Provision for Credit Losses” section in the MD&A for a more detailed analysis of provisions for credit losses.
52
Non-performing Assets
Oriental’s non-performing assets include non-performing loans and foreclosed real estate (see Tables 11 and 12). At December 31,
2020, Oriental had $147.9 million of non-accrual loans, including $37.5 million PCD loans accounted for under ASU 2016-13. At
December 31, 2019, Oriental had $80.9 million of non-accrual loans.
At December 31, 2020 and 2019, loans whose terms have been extended and which are classified as troubled-debt restructurings that
are not included in non-performing assets amounted to $109.2 million and $103.7 million, respectively.
Delinquent residential mortgage loans insured or guaranteed under applicable FHA and VA programs are classified as non-performing
loans when they become 90 days or more past due, but are not placed in non-accrual status until they become 12 months or more past
due, since they are insured loans. Therefore, these loans are included as non-performing loans but excluded from non-accrual loans.
At December 31, 2020, Oriental’s non-performing assets increased by 39.5% to $165.6 million (1.69% of total assets), including
$37.5 million PCD loans, mainly as a result of the new CECL methodology, from $118.7 million (1.28% of total assets) at December
31, 2019. Foreclosed real estate and other repossessed assets amounting to $11.6 million and $1.8 million, respectively, at December
31, 2020, decreased from $29.9 million and $3.3 million, respectively, at December 31, 2019, recorded at fair value. Oriental does not
expect non-performing loans to result in significantly higher losses. At December 31, 2020, the allowance coverage ratio to non-
performing loans was 134.6% (99.5% at December 31, 2019).
Upon adoption of CECL, Oriental elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will
continue to account for these pools as a unit of account. As such, for PCD loans the determination of nonaccrual or accrual status is
made at the pool level, not the individual loan level. Upon adoption of CECL, the allowance for credit losses was determined for each
pool and added to the pool’s carrying amount to establish a new amortized cost basis. The difference between the unpaid principal
balance of the pool and the new amortized cost basis is the non-credit premium or discount which will be amortized interest income
over the remaining life of the pool. On a quarterly basis, management will monitor the composition and behavior of the pools to assess
the ability for cash flow estimation and timing. If based on the analysis performed, the pool is classified as non-accrual the
accretion/amortization of the non-credit (discount) premium will cease.
Oriental follows a conservative residential mortgage lending policy, with more than 90% of its residential mortgage portfolio
consisting of fixed-rate, fully amortizing, fully documented loans that do not have the level of risk associated with subprime loans
offered by certain major U.S. mortgage loan originators. Furthermore, Oriental has never been active in negative amortization loans or
adjustable rate mortgage loans, including those with teaser rates.
The following items comprise non-performing loans held for investment, Non-PCD and PCDs:
Commercial loans —At December 31, 2020, Oriental’s non-performing commercial loans amounted to $83.4 million (54.8 % of
Oriental’s non-performing loans), a 94.8% increase from $42.8 million at December 31, 2019 (50.1% of Oriental’s non-
performing loans). The increase was mainly due to PCD loan pools in nonaccrual amounting to $32.4 million. Non-PCD
commercial loans are placed on non-accrual status when they become 90 days or more past due and are written-down, if
necessary, based on the specific evaluation of the underlying collateral, if any.
Residential mortgage loans —At December 31, 2020, Oriental’s non-performing mortgage loans totaled $43.0 million (28.3% of
Oriental’s non-performing loans), a 90.7% increase from $22.6 million (26.4% of Oriental’s non-performing loans) at December
31, 2019. Non-PCD residential mortgage loans are placed on non-accrual status when they become 90 days or more past due and
are written-down, if necessary, based on the specific evaluation of the collateral underlying the loan, except for FHA and VA
insured mortgage loans which are placed in non-accrual when they become 12 months or more past due.
53
Consumer loans —At December 31, 2020, Oriental’s non-performing consumer loans amounted to $5.0 million (3.3% of
Oriental’s non-performing loans), a 13.8% decrease from $5.8 million at December 31, 2019 (6.8% of Oriental’s non-performing
loans). Non-PCD consumer loans are placed on non-accrual status when they become 90 days past due and written-off when
payments are delinquent 120 days in personal loans and 180 days in credit cards and personal lines of credit.
Auto loans and leases —At December 31, 2020, Oriental’s non-performing auto loans and leases amounted to $20.8 million
(13.6% of Oriental’s total non-performing loans), an increase of 45.3% from $14.3 million at December 31, 2019 (16.7% of
Oriental’s total non-performing loans). Non-PCD auto loans and leases are placed on non-accrual status when they become 90
days past due, partially written-off to collateral value when payments are delinquent 120 days, and fully written-off when
payments are delinquent 180 days.
Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2019
annual report on Form 10-K for detailed information for the year ended December 31, 2018.
Oriental has two mortgage loan modification programs. These are the Loss Mitigation Program and the Non-Conforming Mortgage
Loan Program. Both programs are intended to help responsible homeowners to remain in their homes and avoid foreclosure, while
also reducing Oriental’s losses on non-performing mortgage loans.
The Loss Mitigation Program helps mortgage borrowers who are or will become financially unable to meet the current or scheduled
mortgage payments. Loans that qualify under this program are those guaranteed by FHA, VA, RURAL, PRHFA, conventional loans
guaranteed by Mortgage Guaranty Insurance Corporation (MGIC), conventional loans sold to FNMA and FHLMC, and conventional
loans retained by Oriental. The program offers diversified alternatives such as regular or reduced payment plans, payment moratorium,
mortgage loan modification, partial claims (only FHA), short sale, and deed in lieu of foreclosure.
The Non-Conforming Mortgage Loan Program is for non-conforming mortgages, including balloon payment, interest only/interest
first, variable interest rate, adjustable interest rate and other qualified loans. Non-conforming mortgage loan portfolios are segregated
into the following categories: performing loans that meet secondary market requirement and are refinanced under the credit
underwriting guidelines of FHA/VA/FNMA/ FHLMC, and performing loans not meeting secondary market guidelines processed
pursuant Oriental’s current credit and underwriting guidelines. Oriental achieved an affordable and sustainable monthly payment by
taking specific, sequential, and necessary steps such as reducing the interest rate, extending the loan term, capitalizing arrearages,
deferring the payment of principal or, if the borrower qualifies, refinancing the loan.
In order to apply for any of our loan modification programs, if the borrower is active in Chapter 13 bankruptcy, it must request an
authorization from the bankruptcy trustee to allow for the loan modification. Borrowers with discharged Chapter 7 bankruptcies may
also apply. Loans in these programs are evaluated by designated underwriters for troubled-debt restructuring classification if Oriental
grants a concession for legal or economic reasons due to the debtor’s financial difficulties.
54
TABLE 8 - ALLOWANCE FOR CREDIT LOSSES BREAKDOWN
Allowance for credit losses:
Non-PCD
Commercial
Mortgage
Consumer
Auto and leases
Total allowance for credit losses
PCD
Commercial
Mortgage
Consumer
Auto and leases
Total allowance for credit losses
Allowance for credit losses summary
Commercial
Mortgage
Consumer
Auto and leases
Total allowance for credit losses
Allowance composition:
Commercial
Mortgage
Consumer
Auto and leases
Allowance coverage ratio at end of year:
Commercial
Mortgage
Consumer
Auto and leases
Allowance coverage ratio to non-performing loans:
Commercial
Mortgage
Consumer
Auto and leases
55
December 31,
2020
2019
(In thousands)
Variance
%
$
$
$
$
$
$
45,779 $
19,687
25,253
70,296
161,015 $
25,993
8,727
18,446
31,878
85,044 $
16,405
26,389
57
943
43,794
8,893
21,655
-
947
31,495
62,184 $
46,076
25,310
71,239
204,809 $
34,886
30,382
18,446
32,825
116,539 $
30.4%
22.5%
12.4%
34.8%
100.0%
2.6%
2.0%
6.1%
4.6%
3.1%
74.5%
107.2%
507.4%
343.1%
134.6%
29.9%
26.1%
15.8%
28.2%
100.0%
1.6%
1.2%
3.7%
2.2%
1.7%
81.5%
134.7%
318.8%
229.6%
136.4%
76.1%
125.6%
36.9%
120.5%
89.3%
84.5%
21.9%
100.0%
-0.4%
39.1%
78.2%
51.7%
37.2%
117.0%
75.7%
65.0%
65.6%
66.7%
111.1%
77.5%
-8.5%
-20.5%
59.2%
49.4%
-1.3%
TABLE 9 - ALLOWANCE FOR CREDIT LOSSES SUMMARY
Allowance for credit losses:
Balance at beginning of year
Impact of ASC 326 adoption
Provision for credit losses
Charge-offs
Recoveries
Allowance derecognition
Balance at end of year
Year Ended December 31,
2020
2019
(Dollars in thousands)
Variance
%
$
116,539 $
89,720
93,717
(125,186)
30,019
-
$
204,809 $
164,231
-
96,792
(98,696)
23,957
(69,745)
116,539 $
-29.0%
100.0%
-3.2%
26.8%
25.3%
-100.0%
75.7%
56
TABLE 10 — NET CREDIT LOSSES STATISTICS ON LOAN AND
LEASES
Year Ended December 31,
2020
2019
(Dollars in thousands)
Variance
%
Non-PCD
Mortgage
Charge-offs
Recoveries
Total
Commercial
Charge-offs
Recoveries
Total
Consumer
Charge-offs
Recoveries
Total
Auto and leases
Charge-offs
Recoveries
Total
PCD Loans:
Mortgage
Charge-offs
Recoveries
Total
Commercial
Charge-offs
Recoveries
Total
Consumer
Charge-offs
Recoveries
Total
Auto and leases
Charge-offs
Recoveries
Total
$
$
(884)
606
(278)
(4,979)
2,741
(2,238)
(21,772)
3,582
(18,190)
(48,547)
19,494
(29,053)
$
$
(10,342)
854
(9,488)
(36,097)
986
(35,111)
(542)
292
(250)
(2,023)
1,464
(559)
(18,564)
1,533
(17,031)
(12,196)
1,110
(11,086)
(20,435)
2,367
(18,068)
(47,498)
18,944
(28,554)
-
-
-
-
-
-
-
-
-
-
-
-
Total charge-offs
Total recoveries
Net charge-offs
(125,186)
30,019
(95,167)
$
$
(98,693)
23,954
(74,739)
57
-95.2%
-60.5%
-98.4%
-59.2%
146.9%
-79.8%
6.5%
51.3%
0.7%
2.2%
2.9%
1.7%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
26.8%
25.3%
27.3%
TABLE 10 — NET CREDIT LOSSES STATISTICS ON LOAN AND
LEASES (CONTINUED)
Net credit losses to average
loans outstanding:
Mortgage
Commercial
Consumer
Auto and leases
Total
Recoveries to charge-offs
Average Loans Held for Investment (a)
Mortgage
Commercial
Consumer
Auto and leases
Total
Year Ended December 31,
2020
2019
(Dollars in thousands)
Variance
%
0.42%
1.55%
3.95%
1.94%
1.41%
23.98%
2.72%
0.70%
4.65%
2.32%
1.95%
24.27%
$
$
2,345,565 $
2,406,728
466,998
1,529,219
6,748,510 $
626,538
1,594,815
388,562
1,228,138
3,838,053
-84.68%
123.25%
-15.08%
-16.71%
-27.58%
-1.20%
274.4%
50.9%
20.2%
24.5%
75.8%
(a) CECL replaces the concept of purchased credit impaired loans (PCI assets) with the concept of purchased financial assets with
credit deterioration (PCD assets). An entity records a PCD asset at the purchase price plus the allowance for credit losses expected at
the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition. Changes in estimates of
expected credit losses after acquisition are recognized as credit loss expense (or reversal of credit loss expense) in subsequent periods
as they arise.
58
TABLE 11 — NON-PERFORMING ASSETS
Non-performing assets:
Non-PCD
Non-accruing loans
Troubled-Debt Restructuring loans
Other loans
Accruing loans
Troubled-Debt Restructuring loans
Other loans
Total
PCD
Total non-performing loans
Foreclosed real estate
Other repossessed assets
Non-performing assets to total assets
Non-performing assets to total capital
Interest that would have been recorded in the period if the
loans had not been classified as non-accruing loans
December 31,
2020
2019
(Dollars in thousands)
Variance
(%)
$
$
$
$
28,297 $
82,122
3,411
889
114,719
37,475
152,194
11,596
1,816
165,606
$
$
$
23,587
57,336
3,317
500
84,740
724
85,464
29,909
3,327
118,700
20.0%
43.2%
2.8%
77.8%
35.4%
5076.1%
78.1%
-61.2%
-45.4%
39.5%
1.69%
15.25%
1.28%
11.35%
32.0%
34.4%
Year Ended December 31,
2020
2019
(In thousands)
$
2,419
$
1,518
59
TABLE 12 - NON-PERFORMING LOANS
December 31,
2020
2019
(Dollars in thousands)
Variance
%
Non-performing loans
Non-PCD
Commercial
Mortgage
Consumer
Auto and leases
Total
PCD
Commercial
Mortgage
Consumer
Total
Total non-performing loans
Non-performing loans composition percentages:
Commercial
Mortgage
Consumer
Auto and leases
Non-performing loans to:
Total loans
Total assets
Total capital
Non-performing loans with partial charge-offs to:
Total loans
Non-performing loans
$
$
$
$
$
46,967 $
41,999
4,987
20,766
114,719 $
36,471 $
1,003
1
37,475 $
152,194 $
54.8%
28.3%
3.3%
13.6%
100.0%
2.3%
1.6%
14.0%
0.6%
24.8%
42,606
22,552
5,287
14,295
84,740
225
-
499
724
85,464
50.1%
26.4%
6.8%
16.7%
100.0%
1.8%
0.9%
8.1%
10.2%
86.2%
-5.7%
45.3%
35.4%
16109.3%
100.0%
-99.8%
5076.1%
78.1%
27.4%
70.3%
72.7%
0.5%
29.3%
9.6%
-15.2%
Other non-performing loans ratios:
Charge-off rate on non-performing loans to non-performing loans on which
charge-offs have been taken
Allowance for credit losses to non-performing loans on which no charge-offs
have been taken
151.3%
123.0%
179.0%
141.9%
23.1%
26.2%
60
TABLE 13 - LIABILITIES SUMMARY AND COMPOSITION
December 31,
2020
2019
(Dollars in thousands)
Variance
%
34.8%
23.7%
5.9%
-18.3%
9.5%
-86.6%
9.3%
-100.0%
-16.0%
0.0%
-40.8%
-66.5%
6.4%
87.5%
54.4%
-18.3%
-16.8%
5.9%
$
$
$
$
$
$
2,259,048
2,354,194
1,944,426
1,856,400
8,414,068
1,572
8,415,640
-
65,561
36,083
707
102,351
8,517,991
1,712
33,349
32,566
154,418
8,740,036
$
26.8%
28.0%
23.1%
22.1%
100.0%
0.0%
64.1%
0.7%
35.3%
100.0%
-
50,492
190,000
$
$
$
1,675,315
1,903,757
1,836,480
2,271,286
7,686,838
11,772
7,698,610
190,274
78,009
36,083
1,195
305,561
8,004,171
913
21,599
39,840
185,660
8,252,183
21.8%
24.8%
23.9%
29.5%
100.0%
62.3%
25.5%
0.4%
11.8%
100.0%
190,000
299,842
461,954
Deposits:
Non-interest bearing deposits
NOW accounts
Savings and money market accounts
Certificates of deposit
Total deposits
Accrued interest payable
Total deposits and accrued interest payable
Borrowings:
Securities sold under agreements to repurchase
Advances from FHLB
Subordinated capital notes
Other term notes
Total borrowings
Total deposits and borrowings
Other Liabilities:
Derivative liabilities
Acceptances outstanding
Lease liability
Other liabilities
Total liabilities
Deposits portfolio composition percentages:
Non-interest bearing deposits
NOW accounts
Savings and money market accounts
Certificates of deposit
Borrowings portfolio composition percentages:
Securities sold under agreements to repurchase
Advances from FHLB
Other term notes
Subordinated capital notes
Securities sold under agreements to repurchase (excluding accrued interest)
Amount outstanding at period-end
Daily average outstanding balance
Maximum outstanding balance at any month-end
61
Liabilities and Funding Sources
As shown in Table 13 above, at December 31, 2020, Oriental’s total liabilities were $8.740 billion, 5.9% more than the $8.252 billion
reported at December 31, 2019. Deposits and borrowings, Oriental’s funding sources, amounted to $8.518 billion at December 31,
2020 versus $8.004 billion at December 31, 2019, a 6.4% increase, mainly from higher core deposits by $911.4 million, while
brokered deposits and borrowings decreased by $194.4 million and $203.2 million, respectively.
At December 31, 2020, deposits represented 99% and borrowings represented 1% of interest-bearing liabilities. At December 31,
2020, deposits, the largest category of Oriental’s interest-bearing liabilities, were $8.416 billion, an increase of 9.3% from $7.699
billion at December 31, 2019, reflecting higher commercial deposits from existing and new clients and higher retail deposits as a result
of increased liquidity in the economy.
Borrowings consist mainly of FHLB-NY advances and subordinated capital notes. The overall declines in brokered deposits and
borrowings are part of the strategy to replace higher cost funding with lower cost core deposits.
Stockholders’ Equity
At December 31, 2020, Oriental’s total stockholders’ equity was $1.086 billion, a 3.9% increase when compared to $1.045 billion at
December 31, 2019. This increase in stockholders’ equity reflects increases in accumulated other comprehensive income, net of tax, of
$12.0 million, in legal surplus of $7.5 million, in retained earnings of $20.5 million, in treasury stock of $610 thousand and in
additional paid-in capital of $1.1 million. Book value per share was $19.54 at December 31, 2020 compared to $18.75 at December
31, 2019.
From December 31, 2019 to December 31, 2020, tangible common equity to tangible total assets increased from 8.96% to 9.00%,
leverage capital ratio increased from 9.24% to 10.30%, common equity tier 1 capital ratio increased from 10.91% to 13.08%, tier 1
risk-based capital ratio increased from 12.64% to 14.78%, and total risk-based capital ratio increased from 13.91% to 16.04%.
Regulatory Capital
Oriental and the Bank are subject to regulatory capital requirements established by the Federal Reserve Board and the FDIC. The
current risk-based capital standards applicable to Oriental and the Bank (“Basel III capital rules”), which have been effective since
January 1, 2015, are based on the final capital framework for strengthening international capital standards, known as Basel III, of the
Basel Committee on Banking Supervision. As of December 31, 2020, the capital ratios of Oriental and the Bank continue to exceed
the minimum requirements for being “well-capitalized” under the Basel III capital rules.
On January 1, 2020, the Company implemented CECL using the modified retrospective approach. As a result, a $39.2 million
allowance for credit losses was recorded for Non-PCD loans and $0.2 million for unused commitments with the corresponding
adjustment reducing retained earnings, net of a $13.9 million deferred tax effect. For more information, see Note 1 – Summary of
Significant Accounting Policies to the Consolidated Financial Statements. On March 27, 2020, in response to the Covid-19 pandemic,
U.S. banking regulators issued an interim final rule that the Company adopted to delay for two years the initial adoption impact of
CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit
provided during 2020 and 2021 (i.e., a five-year transition period). During the two-year delay, Oriental will add back to common
equity tier 1 (“CET1”) capital 100% of the initial adoption impact of CECL plus 25% of the cumulative quarterly changes in the
allowance for credit losses (i.e., quarterly transitional amounts). After two years, starting on January 1, 2022, the quarterly transitional
amounts along with the initial adoption impact of CECL will be phased out of CET1 capital over a three-year period.
In July 2019, the federal banking regulatory agencies adopted a final rule, pursuant to the Economic Growth and Regulatory
Paperwork Reduction Act of 1996, that simplifies for non-advanced approaches banking organizations the regulatory capital treatment
for mortgage servicing assets (“MSAs”) and certain deferred tax assets arising from temporary differences (temporary difference
DTAs). It increases CET1 capital threshold deductions from 10% to 25% and removes the aggregate 15% CET1 threshold deduction.
However, it retains the 250% risk weight applicable to non-deducted amounts of MSAs and temporary difference DTAs. On January
1, 2020, the Company elected to early implement the simplifications to the capital rule.
On November 13, 2019, the agencies jointly issued a final rule to simplify regulatory capital requirements for qualifying community
banking organizations, as required by the Economic Growth, Regulatory Relief, and Consumer Protection Act. Under the final rule,
depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and
62
meet other qualifying criteria, including a leverage ratio (equal to tier 1 capital divided by average total consolidated assets) of greater
than 9 percent, will be eligible to opt into the community bank leverage ratio framework (qualifying community banking
organizations). Qualifying community banking organizations that elect to use the community bank leverage ratio framework and that
maintain a leverage ratio of greater than 9 percent will be considered to have satisfied the generally applicable risk-based and leverage
capital requirements in the agencies’ capital rules be considered to have met the well-capitalized ratio requirements for purposes of
section 38 of the Federal Deposit Insurance Act. The final rule was effective on January 1, 2020. Even though Oriental qualified for
this ratio, the Company elected to opt-out.
The risk-based capital ratios presented in Table 14, which include common equity tier 1, tier 1 capital, total capital and leverage
capital as of December 31, 2020 and 2019, are calculated based on the Basel III capital rules related to the measurement of capital,
risk-weighted assets and average assets.
Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2019
annual report on Form 10-K for detailed information for the year ended December 31, 2018.
63
The following are Oriental’s consolidated capital ratios under the Basel III capital rules at December 31, 2020 and 2019:
TABLE 14 — CAPITAL, DIVIDENDS AND STOCK DATA
December 31,
2020
2019
(Dollars in thousands, except
per share data)
Variance
%
$
1,085,975 $
1,045,478
3.9%
13.08%
4.50%
894,075
307,703
170,946
415,426
6,837,846
14.78%
6.00%
1,010,945 $
410,271 $
170,946
429,728 $
6,837,846 $
16.04%
8.00%
1,096,766 $
547,028 $
170,946
378,792 $
6,837,846 $
10.30%
4.00%
1,010,945 $
392,424 $
618,521 $
8.88%
12.75%
11.05%
15.88%
10.91%
4.50%
735,442
303,338
168,521
263,583
6,740,846
12.64%
6.00%
852,312
404,451
168,521
279,340
6,740,846
13.91%
8.00%
937,963
539,268
168,521
230,174
6,740,846
9.24%
4.00%
852,312
369,151
483,161
8.83%
12.17%
11.24%
15.51%
51,387,071
19.54 $
16.97 $
18.54 $
952,716 $
51,398,956
18.75
15.96
23.61
1,213,529
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
19.9%
0.0%
21.6%
1.4%
1.4%
57.6%
1.4%
16.9%
0.0%
18.6%
1.4%
1.4%
53.8%
1.4%
15.3%
0.0%
16.9%
1.4%
1.4%
64.6%
1.4%
11.5%
0.0%
18.6%
6.3%
28.0%
0.6%
4.8%
-1.7%
2.4%
0.0%
4.2%
6.3%
-21.5%
-21.5%
Capital data:
Stockholders’ equity
Regulatory Capital Ratios data:
Common equity tier 1 capital ratio
Minimum common equity tier 1 capital ratio required
Actual common equity tier 1 capital
Minimum common equity tier 1 capital required
Minimum capital conservation buffer required (2.5%)
Excess over regulatory requirement
Risk-weighted assets
Tier 1 risk-based capital ratio
Minimum tier 1 risk-based capital ratio required
Actual tier 1 risk-based capital
Minimum tier 1 risk-based capital required
Minimum capital conservation buffer required (2.5%)
Excess over regulatory requirement
Risk-weighted assets
Total risk-based capital ratio
Minimum total risk-based capital ratio required
Actual total risk-based capital
Minimum total risk-based capital required
Minimum capital conservation buffer required (2.5%)
Excess over regulatory requirement
Risk-weighted assets
Leverage capital ratio
Minimum leverage capital ratio required
Actual tier 1 capital
Minimum tier 1 capital required
Excess over regulatory requirement
Tangible common equity to total assets
Tangible common equity to risk-weighted assets
Total equity to total assets
Total equity to risk-weighted assets
Stock data:
Outstanding common shares
Book value per common share
Tangible book value per common share
Market price at end of year
Market capitalization at end of year
64
Common dividend data:
Cash dividends declared
Cash dividends declared per share
Payout ratio
Dividend yield
Year Ended December 31,
2020
2019
Variance
%
(Dollars in thousands)
$
$
$
$
14,381
0.28
21.20%
1.51%
14,367
0.28
30.43%
1.19%
0.10%
-
-30.33%
26.89%
The following table presents a reconciliation of Oriental’s total stockholders’ equity to tangible common equity and total assets to
tangible assets at December 31, 2020 and 2019:
December 31,
2020
2019
Total stockholders' equity
Preferred stock
Preferred stock issuance costs
Goodwill
Core deposit intangible
Customer relationship intangible
Other intangibles
Total tangible common equity (non-GAAP)
Total assets
Goodwill
Core deposit intangible
Customer relationship intangible
Other intangibles
Total tangible assets
Tangible common equity to tangible assets
Common shares outstanding at end of period
Tangible book value per common share
(In thousands, except share or
per share information)
1,085,975 $
1,045,478
$
(92,000)
10,130
(86,069)
(34,983)
(10,629)
(284)
(92,000)
10,130
(86,069)
(43,185)
(13,213)
(567)
$
872,140 $
820,574
9,826,011
9,297,661
(86,069)
(34,983)
(10,629)
(284)
(86,069)
(43,185)
(13,213)
(567)
$
9,694,046 $
9,154,627
9.00%
8.96%
51,387,071
51,398,956
$
16.97 $
15.96
The tangible common equity ratio and tangible book value per common share are non-GAAP measures and, unlike tier 1 capital and
common equity tier 1 capital, are not codified in the federal banking regulations. Management and many stock analysts use the
tangible common equity ratio and tangible book value per common share in conjunction with more traditional bank capital ratios to
compare the capital adequacy of banking organizations. Neither tangible common equity nor tangible assets or related measures
should be considered in isolation or as a substitute for stockholders’ equity, total assets or any other measure calculated in accordance
with GAAP. Moreover, the manner in which Oriental calculates its tangible common equity, tangible assets and any other related
measures may differ from that of other companies reporting measures with similar names.
65
Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. To mitigate
these limitations, Oriental has procedures in place to calculate these measures using the appropriate GAAP or regulatory components.
Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have
limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under
GAAP.
The following table presents Oriental’s capital adequacy information under the Basel III capital rules:
December 31,
2020
2019
(Dollars in thousands)
Variance
%
Risk-based capital:
Common equity tier 1 capital
Additional tier 1 capital
Tier 1 capital
Additional Tier 2 capital
Total risk-based capital
Risk-weighted assets:
Balance sheet items
Off-balance sheet items
Total risk-weighted assets
Ratios:
Common equity tier 1 capital (minimum required, including capital conservation
buffer - 7%)
Tier 1 capital (minimum required, including capital conservation buffer - 8.5%)
Total capital (minimum required, including capital conservation buffer - 10.5%)
Leverage ratio (minimum required - 4%)
Equity to assets
Tangible common equity to assets
$
$
$
$
894,075 $
116,870
1,010,945
85,821
1,096,766 $
735,441
116,870
852,311
85,653
937,964
6,338,524 $
499,322
6,837,846 $
6,321,472
419,374
6,740,846
13.08%
14.78%
16.04%
10.30%
11.05%
8.88%
10.91%
12.64%
13.91%
9.24%
11.24%
8.83%
21.6%
0.0%
18.6%
0.2%
16.9%
0.3%
19.1%
1.4%
19.9%
16.9%
15.3%
11.5%
-1.7%
0.6%
The Bank is considered “well capitalized” under the regulatory framework for prompt corrective action. The table below shows the
Bank’s regulatory capital ratios at December 31, 2020 and 2019:
66
Oriental Bank Regulatory Capital Ratios:
Common Equity Tier 1 Capital to Risk-Weighted Assets
Actual common equity tier 1 capital
Minimum capital requirement (4.5%)
Minimum capital conservation buffer requirement (2.5%)
Minimum to be well capitalized (6.5%)
Tier 1 Capital to Risk-Weighted Assets
Actual tier 1 risk-based capital
Minimum capital requirement (6%)
Minimum capital conservation buffer requirement (2.5%)
Minimum to be well capitalized (8%)
Total Capital to Risk-Weighted Assets
Actual total risk-based capital
Minimum capital requirement (8%)
Minimum capital conservation buffer requirement (2.5%)
Minimum to be well capitalized (10%)
Total Tier 1 Capital to Average Total Assets
Actual tier 1 capital
Minimum capital requirement (4%)
Minimum to be well capitalized (5%)
December 31,
2020
2019
(Dollars in thousands)
Variance
%
14.06%
956,845 $
306,206 $
170,114 $
442,297 $
14.06%
956,845 $
408,274 $
170,114 $
544,366 $
15.32%
1,042,255 $
544,366 $
170,114 $
680,457 $
9.81%
956,845 $
390,304 $
487,879 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
12.09%
813,444
302,782
168,212
437,351
12.09%
813,444
403,709
168,212
538,279
13.36%
898,812
538,279
168,212
672,848
8.85%
813,444
367,537
459,421
16.3%
17.6%
1.1%
1.1%
1.1%
16.3%
17.6%
1.1%
1.1%
1.1%
14.7%
16.0%
1.1%
1.1%
1.1%
10.8%
17.6%
6.2%
6.2%
67
Oriental’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “OFG.” At December 31, 2020 and
2019, Oriental’s market capitalization for its outstanding common stock was $952.7 million ($18.54 per share) and $1.214 billion
($23.61 per share), respectively.
The following table provides the high and low prices and dividends per share of Oriental’s common stock for each quarter of the last
three calendar years:
2020
December 31, 2020
September 30, 2020
June 30, 2020
March 31, 2020
2019
December 31, 2019
September 30, 2019
June 30, 2019
March 31, 2019
2018
December 31, 2018
September 30, 2018
June 30, 2018
March 31, 2018
Price
High
Low
Cash
Dividend
Per share
$
$
$
$
$
$
$
$
$
$
$
$
18.54 $
14.35 $
15.10 $
23.50 $
23.61 $
24.20 $
23.77 $
21.24 $
18.56 $
17.60 $
14.75 $
12.05 $
12.59 $
12.12 $
9.38 $
9.32 $
20.00 $
19.84 $
18.78 $
16.37 $
14.93 $
14.45 $
10.60 $
8.60 $
0.07
0.07
0.07
0.07
0.07
0.07
0.07
0.07
0.07
0.06
0.06
0.06
Under Oriental’s current stock repurchase program, it is authorized to purchase in the open market up to $5.5 million of its
outstanding shares of common stock. The shares of common stock repurchased are to be held by Oriental as treasury shares. In 2020,
Oriental repurchased 175,000 shares under this program for a total of $2.2 million, at an average price of $12.69 per share. There were
no stock repurchases by Oriental in 2019.
At December 31, 2020, the number of shares that may yet be purchased under such program is estimated at 297,219 and was
calculated by dividing the remaining balance of $5.5 million by $18.54 (closing price of Oriental's common stock at December 31,
2020). Oriental did not repurchase any shares of its common stock in 2020 or 2019, other than through its publicly announced stock
repurchase program.
Impact of Inflation and Changing Prices
The financial statements and related data presented herein (except for certain non-GAAP measures as previously indicated) have been
prepared in accordance with GAAP which require the measurement of financial position and operating results in terms of historical
dollars without considering changes in the relative purchasing power of money over time due to inflation.
Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result,
interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or with the same magnitude as the prices of goods and services since such
prices are affected by inflation.
68
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Background
Oriental’s risk management policies are established by its Board of Directors (the “Board”) and implemented by management through
the adoption of a risk management program, which is overseen and monitored by the Chief Risk and Compliance Officer, the Board’s
Risk and Compliance Committee and the executive Risk and Compliance Team. Oriental has continued to refine and enhance its risk
management program by strengthening policies, processes and procedures necessary to maintain effective risk management.
All aspects of Oriental’s business activities are susceptible to risk. Consequently, risk identification and monitoring are essential to
risk management. As more fully discussed below, Oriental’s primary risk exposures include market, interest rate, credit, liquidity,
operational and concentration risks.
Market Risk
Market risk is the risk to earnings or capital arising from adverse movements in market rates or prices, such as interest rates or prices.
Oriental evaluates market risk together with interest rate risk. Oriental’s financial results and capital levels are constantly exposed to
market risk. The Board and management are primarily responsible for ensuring that the market risk assumed by Oriental complies
with the guidelines established by policies approved by the Board. The Board has delegated the management of this risk to the
Asset/Liability Management Committee (“ALCO”) which is composed of certain executive officers from the business, treasury and
finance areas. One of ALCO’s primary goals is to ensure that the market risk assumed by Oriental is within the parameters established
in such policies.
Interest Rate Risk
Interest rate risk is the exposure of Oriental’s earnings or capital to adverse movements in interest rates. It is a predominant market
risk in terms of its potential impact on earnings. Oriental manages its asset/liability position in order to limit the effects of changes in
interest rates on net interest income. ALCO oversees interest rate risk, liquidity management and other related matters.
In executing its responsibilities, ALCO examines current and expected conditions in global financial markets, competition and
prevailing rates in the local deposit market, liquidity, unrealized gains and losses in securities, recent or proposed changes to the
investment portfolio, alternative funding sources and their costs, hedging and the possible purchase of derivatives such as swaps, and
any tax or regulatory issues which may be pertinent to these areas.
On a quarterly basis, Oriental performs a net interest income simulation analysis on a consolidated basis to estimate the potential
change in future earnings from projected changes in interest rates. These simulations are carried out over a five-year time horizon,
assuming certain gradual upward and downward interest rate movements, achieved during a twelve-month period. Instantaneous
interest rate movements are also modeled. Simulations are carried out in two ways:
(i) using a static balance sheet as Oriental had on the simulation date, and
(ii) using a dynamic balance sheet based on recent organic growth patterns and core business strategies.
The balance sheet is divided into groups of assets and liabilities detailed by maturity or re-pricing and their corresponding interest
yields and costs. As interest rates rise or fall, these simulations incorporate expected future lending rates, current and expected future
funding sources and costs, the possible exercise of options, changes in prepayment rates, deposits decay and other factors which may
be important in projecting the future growth of net interest income.
Oriental uses a software application to project future movements in Oriental’s balance sheet and income statement. The starting point
of the projections generally corresponds to the actual values of the balance sheet on the date of the simulations.
69
These simulations are complex and use many assumptions that are intended to reflect the general behavior of Oriental over the period
in question. There can be no assurance that actual events will match these assumptions in all cases. For this reason, the results of these
simulations are only approximations of the true sensitivity of net interest income to changes in market interest rates. The following
table presents the results of the simulations at December 31, 2020 for the most likely scenario, assuming a one-year time horizon:
Change in interest rate
+ 200 Basis points
+ 100 Basis points
- 50 Basis points
Net Interest Income Risk (one-year projection)
Static Balance Sheet
Growing Simulation
Amount
Change
Percent
Change
(Dollars in thousands)
Amount
Change
Percent
Change
$
$
$
35,730
18,630
(6,260)
9.29% $
4.84% $
-1.63% $
35,529
18,463
(6,373)
8.73%
4.54%
-1.57%
Future net interest income could be affected by Oriental’s investments in callable securities, prepayment risk related to mortgage loans
and mortgage-backed securities, and any structured repurchase agreements and advances from the FHLB-NY in which it may enter
into from time to time. As part of the strategy to limit the interest rate risk and reduce the re-pricing gaps of Oriental’s assets and
liabilities, Oriental has executed certain transactions which include extending the maturity and the re-pricing frequency of the
liabilities to longer terms reducing the amounts of its structured repurchase agreements and entering into hedge-designated swaps to
hedge the variability of future interest cash flows of forecasted wholesale borrowings that only consist of advances from the FHLB-
NY as of December 31, 2020.
Oriental maintains an overall interest rate risk management strategy that incorporates the use of derivative instruments to minimize
significant unplanned fluctuations in earnings that are caused by interest rate volatility. Oriental’s goal is to manage interest rate
sensitivity by modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities so that the net interest
margin is not, on a material basis, adversely affected by movements in interest rates. As a result of interest rate fluctuations, hedged
fixed-rate assets and liabilities will appreciate or depreciate in market value. Also, for some fixed-rate assets or liabilities, the effect of
this variability in earnings is expected to be substantially offset by Oriental’s gains and losses on the derivative instruments that are
linked to the forecasted cash flows of these hedged assets and liabilities. Oriental considers its strategic use of derivatives to be a
prudent method of managing interest-rate sensitivity as it reduces the exposure of earnings and the market value of its equity to undue
risk posed by changes in interest rates. The effect of this unrealized appreciation or depreciation is expected to be substantially offset
by Oriental’s gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. Another result of
interest rate fluctuation is that the contractual interest income and interest expense of hedged variable-rate assets and liabilities,
respectively, will increase or decrease.
Derivative instruments that are used as part of Oriental’s interest risk management strategy include interest rate swaps and option
contracts that have indices related to the pricing of specific balance sheet assets and liabilities. Interest rate swaps generally involve
the exchange of fixed and variable-rate interest payments between two parties based on a common notional principal amount and
maturity date. Interest rate options represent contracts that allow the holder of the option to (i) receive cash or (ii) purchase, sell, or
enter into a financial instrument at a specified price within a specified period. Some purchased option contracts give Oriental the right
to enter into interest rate swaps and cap and floor agreements with the writer of the option. In addition, Oriental enters into certain
transactions that contain embedded derivatives. When the embedded derivative possesses economic characteristics that are not clearly
and closely related to the economic characteristics of the host contract, it is bifurcated and carried at fair value.
70
Following is a summary of certain strategies, including derivative activities, currently used by Oriental to manage interest rate risk:
Interest rate swaps and wholesale borrowings — Oriental uses interest rate swaps to hedge the variability of interest cash flows of
certain advances from the FHLB-NY that are tied to a variable rate index. The interest rate swaps effectively fix Oriental’s interest
payments on these borrowings. As of December 31, 2020, Oriental had $30.3 million in interest rate swaps at an average rate of 2.42%
designated as cash flow hedges for $65.6 million in advances from the FHLB-NY that reprice or are being rolled over on a monthly
basis. A derivative liability of $1.7 million was recognized at December 31, 2020 related to the valuation of these swaps.
Credit Risk
Credit risk is the possibility of loss arising from a borrower or counterparty in a credit-related contract failing to perform in
accordance with its terms. The principal source of credit risk for Oriental is its lending activities. In Puerto Rico, Oriental’s principal
market, economic conditions are very challenging, as they have been for over a decade, due to a shrinking population, a protracted
economic recession, a housing sector that remains under pressure, the Puerto Rico government’s fiscal and liquidity crisis, and the
payment defaults on various Puerto Rico government bonds, with severe austerity measures expected for the Puerto Rico government
to be able to restructure its debts under the supervision of the federally-created Fiscal Oversight and Management Board for Puerto
Rico. In addition, as was demonstrated by the January 2020 earthquakes and hurricanes Irma and Maria in September 2017, Puerto
Rico is susceptible to natural disasters, which can have a disproportionate impact because of the logistical difficulties of bringing relief
to an island far from the United States mainland. Moreover, the Puerto Rico government's fiscal challenges and Puerto Rico's unique
relationship with the United States also complicate any relief efforts after a natural disaster. These events increase credit risk as
debtors may no longer be capable of operating their businesses and the collateral securing Oriental's loans may suffer significant
damages.
Oriental manages its credit risk through a comprehensive credit policy which establishes sound underwriting standards by monitoring
and evaluating loan portfolio quality, and by the constant assessment of reserves and loan concentrations. Oriental also employs
proactive collection and loss mitigation practices.
Oriental may also encounter risk of default in relation to its securities portfolio. The securities held by Oriental are all agency
mortgage-backed securities. Thus, these instruments are guaranteed by mortgages, a U.S. government-sponsored entity, or the full
faith and credit of the U.S. government.
Oriental’s executive Credit Risk Team, composed of its Chief Operating Officer, Chief Risk and Compliance Officer, and other senior
executives, has primary responsibility for setting strategies to achieve Oriental’s credit risk goals and objectives. Those goals and
objectives are set forth in Oriental’s Credit Policy as approved by the Board.
In 2020, the Covid-19 pandemic has negatively impacted economic activity in Puerto Rico, the U.S. and around the world.
Nevertheless, we did not see meaningful impacts to loan portfolio delinquencies, nonperforming loans or charge-offs in 2020 as a
result of the pandemic. To provide relief to individuals and businesses in the U.S., in March and April 2020, the President signed into
law four economic stimulus packages, including the CARES Act. On December 27, 2020, the President signed into law the
Coronavirus Response and Relief Supplemental Appropriations Act, a $900 billion coronavirus relief bill as part of a larger $1.4
trillion omnibus spending and appropriations bill. The federal banking regulatory agencies also issued interagency guidance to
financial institutions that are working with borrowers affected by Covid-19.
To support our customers, we have implemented various loan modification programs and other forms of support, including offering
loan payment deferrals, waiver of certain fees and pausing foreclosure sales, evictions and repossessions. For a description of the loan
modification programs that we have implemented, see Recent Developments – Covid-19 Pandemic 2020 of the MD&A in this annual
report. For information on the accounting for loan modifications related to the Covid-19 pandemic, see Note 1 – Summary of
Significant Accounting Policies to the Consolidated Financial Statements.
71
Liquidity Risk
Liquidity risk is the risk of Oriental not being able to generate sufficient cash from either assets or liabilities to meet obligations as
they become due without incurring substantial losses. The Board has established a policy to manage this risk. Oriental’s cash
requirements principally consist of deposit withdrawals, contractual loan funding, repayment of borrowings as these mature, and
funding of new and existing investments as required.
Oriental’s business requires continuous access to various funding sources. While Oriental is able to fund its operations through
deposits as well as through advances from the FHLB-NY and other alternative sources, Oriental’s business is dependent upon other
external wholesale funding sources. Oriental has selectively reduced its use of certain wholesale funding sources, such as repurchase
agreements and brokered deposits. As of December 31, 2020, Oriental had $25.0 million in brokered deposits.
Brokered deposits are typically offered through an intermediary to small retail investors. Oriental’s ability to continue to attract
brokered deposits is subject to variability based upon a number of factors, including volume and volatility in the global securities
markets, Oriental’s credit rating, and the relative interest rates that it is prepared to pay for these liabilities. Brokered deposits are
generally considered a less stable source of funding than core deposits obtained through retail bank branches. Investors in brokered
deposits are generally more sensitive to interest rates and will generally move funds from one depository institution to another based
on small differences in interest rates offered on deposits. As a result of the increase in core deposits from the Scotiabank PR & USVI
Acquisition and organic growth, Oriental has been limiting the offering of brokered deposits.
Commitments to extend credit are agreements to lend to customers as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates, bear variable interest rate and may require payment of a fee. Since the
commitments may expire unexercised, the total commitment amounts do not necessarily represent future cash requirements. Oriental
evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by
Oriental upon extension of credit, is based on management’s credit evaluation of the customer. Loan commitments, which represent
unused lines of credit, increased to $1.134 billion at December 31, 2020 as compared to $853.1 million in December 31, 2019, while
letters of credit provided to customers decreased to $19.7 million as compared to $49.4 million at December 31, 2019. Loans sold with
recourse at December 31, 2020 and 2019 amounted to $135.3 million and $147.4 million, respectively.
Our liquidity risk management practices have allowed us to effectively manage the market stress that began in the first quarter of 2020
from the Covid-19 pandemic. Requests for loan payment deferrals rose in the second quarter of 2020. Nevertheless, most payment
deferrals ended in the third quarter of 2020, with only 1.4% of total loans remaining at December 31, 2020 compared to 30% at June
30, 2020. Even though Oriental’s liquidity has been impacted by loan principal and interest payment deferrals that have been granted
for certain customers due to Covid-19, liquidity has been growing from the federal stimulus programs Puerto Rico is receiving
following 2017’s Hurricane Maria, the early 2020 earthquakes, and now the Covid-19 pandemic. In the case of loans serviced by
Oriental for FNMA, Oriental is required to advance to the owners the payment of principal and interest on a scheduled basis for six
months even when such payment was not collected from the borrower due to payment forbearance granted or payment delinquency.
Such amounts advanced are recorded as a receivable by Oriental and are expected to be collected from the borrower and/or
government agency (FNMA). Additionally, liquidity could be adversely impacted if customers withdraw significant deposit balances
due to Covid-19 concerns.
Although Oriental expects to have continued access to credit from the foregoing sources of funds, there can be no assurance that such
financing sources will continue to be available or will be available on favorable terms. In a period of financial disruption or if negative
developments occur with respect to Oriental, the availability and cost of Oriental’s funding sources could be adversely affected. In that
event, Oriental’s cost of funds may increase, thereby reducing its net interest income, or Oriental may need to dispose of a portion of
its investment portfolio, which depending upon market conditions, could result in realizing a loss or experiencing other adverse
accounting consequences upon any such dispositions. Oriental’s efforts to monitor and manage liquidity risk may not be successful to
deal with dramatic or unanticipated changes in the global securities markets or other reductions in liquidity driven by Oriental or
market-related events. In the event that such sources of funds are reduced or eliminated, and Oriental is not able to replace these on a
cost-effective basis, Oriental may be forced to curtail or cease its loan origination business and treasury activities, which would have a
material adverse effect on its operations and financial condition.
As of December 31, 2020, Oriental had approximately $2.2 billion in unrestricted cash and cash equivalents, $297.0 million in
investment securities that are not pledged as collateral, and $814.0 million in borrowing capacity at the FHLB-NY.
Operational Risk
72
Operational risk is the risk of loss from inadequate or failed internal processes, personnel and systems or from external events. All
functions, products and services of Oriental are susceptible to operational risk.
Oriental faces ongoing and emerging risk and regulatory pressure related to the activities that surround the delivery of banking and
financial products and services. Coupled with external influences such as the risk of natural disasters, market conditions, security
risks, and legal risks, the potential for operational and reputational loss has increased. In order to mitigate and control operational risk,
Oriental has developed, and continues to enhance, specific internal controls, policies and procedures that are designed to identify and
manage operational risk at appropriate levels throughout the organization. The purpose of these policies and procedures is to provide
reasonable assurance that Oriental’s business operations are functioning within established limits.
Oriental classifies operational risk into two major categories: business specific and corporate-wide affecting all business lines. For
business specific risks, a risk assessment group works with the various business units to ensure consistency in policies, processes and
assessments. With respect to corporate-wide risks, such as information security, business recovery, legal and compliance, Oriental has
specialized groups, such as Information Security, Enterprise Risk Management, Corporate Compliance, Information Technology,
Legal and Operations. These groups assist the lines of business in the development and implementation of risk management practices
specific to the needs of the business groups. All these matters are reviewed and discussed in the executive Risk and Compliance Team.
Oriental also has a Business Continuity Plan to address situations where its capacity to perform critical functions is affected. Under
such circumstances, a Crisis Management Team is activated to restore such critical functions within established timeframes.
The Business Continuity Plan has allowed us to effectively manage the operational disruption that began in the first quarter of 2020
from the Covid-19 pandemic. For more information on the effects of the pandemic, see Recent Developments – Covid-19 Pandemic
2020 of the MD&A in this annual report.
Oriental is subject to extensive United States federal and Puerto Rico regulations, and this regulatory scrutiny has been significantly
increasing over the last several years. Oriental has established and continues to enhance procedures based on legal and regulatory
requirements that are reasonably designed to ensure compliance with all applicable statutory and regulatory requirements. Oriental has
a corporate compliance function headed by a Chief Risk and Compliance Officer who reports to the Chief Executive Officer and
supervises the BSA Officer and Regulatory Compliance Officer. The Chief Risk and Compliance Officer is responsible for the
oversight of regulatory compliance and implementation of a company-wide compliance program, including the Bank Secrecy
Act/Anti-Money Laundering compliance program.
Concentration Risk
Most of Oriental’s business activities and a significant portion of its credit exposure are concentrated in Puerto Rico. As a
consequence, Oriental’s profitability and financial condition may be adversely affected by an extended economic slowdown, adverse
political, fiscal or economic developments in Puerto Rico, or the effects of a natural disaster, all of which could result in a reduction in
loan originations, an increase in non-performing assets, an increase in foreclosure losses on mortgage loans, and a reduction in the
value of its loans and loan servicing portfolio.
73
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
OFG Bancorp
FORM 10-K
FINANCIAL DATA INDEX
Management’s Annual Report on Internal Controls Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control over
Financial Reporting
Consolidated Statements of Financial Condition at December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020,
2019, and 2018
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31,
2020, 2019, and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018
Notes to the Consolidated Financial Statements
Note 1– Summary of Significant Accounting Policies
Note 2 – Business Combination
Note 3 – Restricted Cash
Note 4 – Investment Securities
Note 5 – Pledged Assets
Note 6 – Loans
Note 7 – Allowance for Credit Losses
Note 8 – Foreclosed Real Estate
Note 9 – Premises and Equipment
Note 10 – Servicing Assets
Note 11 – Derivatives
Note 12 – Goodwill and other intangibles
Note 13 – Accrued Interest Receivable and Other Assets
Note 14 – Deposits and Related Interest
Note 15 – Borrowings and Related Interest
Note 16 – Offsetting of Financial Assets and Liabilities
Note 17 – Employee Benefit Plan
Note 18 – Related Party Transactions
Note 19 – Income Taxes
Note 20 – Regulatory Capital Requirements
Note 21 – Equity- Based Compensation Plan
Note 22 – Stockholders’ Equity
Note 23 – Accumulated Other Comprehensive Income
Note 24 – Earnings per Common Share
Note 25 – Guarantees
Note 26 – Commitments and Contingencies
Note 27 – Operating Leases
Note 28 – Fair Value of Financial Instruments
Note 29 – Banking and Financial Service Revenues
Note 30 – Business Segments
Note 31 – OFG Bancorp (Holding Company Only) Financial Information
74
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OFG Bancorp
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and stockholders of OFG Bancorp:
The management of OFG Bancorp ("Oriental") is responsible for establishing and maintaining effective internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, and for the assessment of internal
control over financial reporting. Oriental’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America.
Oriental’s internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of Oriental;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures
of Oriental are being made only in accordance with authorization of management and directors of Oriental; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of Oriental’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As called for by Section 404 of the Sarbanes-Oxley Act of 2002, management has assessed the effectiveness of Oriental’s internal
control over financial reporting as of December 31, 2020. Management made its assessment using the criteria set forth in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the
“COSO Criteria”).
Based on its assessment, management has concluded that Oriental maintained effective internal control over financial reporting as of
December 31, 2020 based on the COSO Criteria.
The effectiveness of Oriental’s internal control over financial reporting as of December 31, 2020, has been audited by KPMG LLP,
Oriental’s independent registered public accounting firm, as stated in their report dated February 26, 2021.
By: /s/ José Rafael Fernández
José Rafael Fernández
President and Chief Executive Officer
Date: February 26, 2021
/s/ Maritza Arizmendi
By:
Maritza Arizmendi
Executive Vice President and Chief Financial Officer
Date: February 26, 2021
75
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
OFG Bancorp:
Opinion on the Consolidated Financial Statements
We have audited the consolidated financial statements and the related notes (collectively, the consolidated financial statements) of
OFG Bancorp and subsidiaries (the Company) as listed in the accompanying index. In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the
results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated February 26, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the
recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC Topic 326, Financial Instruments –
Credit Losses.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
76
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Allowance for Credit Losses related to loans collectively evaluated for impairment
As discussed in Note 1 to the consolidated financial statements, the Company adopted ASU No. 2016-13, Financial Instruments –
Credit Losses (ASC Topic 326), as of January 1, 2020. The total allowance for credit losses as of January 1, 2020 was $206
million, which includes loans evaluated on a collective basis (the January 1, 2020 collective ACL). As discussed in Notes 1 and 7
to the consolidated financial statements, the Company’s allowance for credit losses for loans was $205 million as of December
31, 2020, which includes loans evaluated on a collective basis (the December 31, 2020 collective ACL). The January 1, 2020
collective ACL and the December 31, 2020 collective ACL includes the measure of expected credit losses on a collective basis
for groups of loans that share similar risk characteristics. The Company follows a discounted cash flow (DCF) method to measure
credit losses on most of the Non-Purchased Credit Deteriorated (Non- PCD) portfolios and undiscounted cash flow (UDCF)
method for Purchased Credit Deteriorated (PCD) portfolios. The Company estimated the collective ACL using probability of
default (PD), loss given default (LGD), and exposure at default (EAD). The PD and LGD incorporate consideration of economic
forecast scenarios and macroeconomic assumptions based on relevant information about historical experience, current conditions,
and reasonable and supportable forecasts that affect the collectability of the loan balances. After the reasonable and supportable
forecast period, the Company reverts on a straight-line basis to the historical information for the remainder of the contractual term
adjusted for prepayments. The Company estimates the EAD using prepayment models than projects prepayments over the life of
the loans. Qualitative adjustments are made to the collective ACL to consider factors for asset-specific risk characteristics to the
extent they do not exist in the historical information that have not been accounted and could impact the amount of future losses.
We identified the assessment of the January 1, 2020 collective ACL and the December 31, 2020 collective ACL as a critical audit
matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment
was involved in the assessment due to significant measurement uncertainty. Specifically, the assessment encompassed the
evaluation of the collective ACL methodology, including the methods and models used to estimate (1) the PD, LGD, and
prepayments and their significant assumptions, including portfolio segmentation, the economic forecast scenario and
macroeconomic assumptions, the reasonable and supportable forecast periods, and the historical observation period, and (2) the
qualitative adjustment to historical loss information for asset-specific risks not included in the quantitative methodology for the
loan portfolio measured on a collective basis. The assessment also included an evaluation of the conceptual soundness and
performance of the PD, LGD, and prepayments models. In addition, auditor judgment was required to evaluate the sufficiency of
audit evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested
the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL estimates,
including controls over the:
development of the collective ACL methodology, including of the DCF and UDCF methods
development of PD, LGD, and prepayment models
performance monitoring of the PD, LGD, and prepayment models for December 31, 2020 collective ACL
77
identification and determination of the significant assumptions used in the PD, LGD, and prepayment models
development of the qualitative factors
analysis of the collective ACL results, trends, and ratios.
We evaluated the Company’s process to develop January 1, 2020 collective ACL and the December 31, 2020 collective ACL
estimates by testing the selection of the method, certain sources of relevant data, and assumptions that the Company used, and
considered the relevance and reliability of such data and assumptions. In addition, we involved credit risk professionals with
specialized skills and knowledge, who assisted in:
evaluating the Company’s collective ACL methodology for compliance with U.S. generally accepted accounting principles
evaluating judgments made by the Company relative to the development and performance testing of the PD, LGD, and
prepayment models by comparing them to relevant Company-specific metrics and trends and the applicable industry and
regulatory practices
assessing the conceptual soundness and performance testing of the PD, LGD, and prepayment models by inspecting the
model documentation to determine whether the models are suitable for their intended use
assessing the economic forecast scenarios and underlying macroeconomic assumptions by comparing to publicly available
forecast
evaluating the length of the historical observation period and reasonable and supportable forecast periods by comparing them
to specific portfolio risk characteristics and trends
determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business
environment and relevant industry practices
evaluating the methodology used to develop the qualitative factors and the effect of those factors on the collective ACL
compared with relevant credit risk factors and consistency with credit trends and identified limitations of the underlying
quantitative models.
We also assessed the sufficiency of the audit evidence obtained related to the January 1, 2020 collective ACL and the December
31, 2020 collective ACL estimates by evaluating the:
cumulative result of the audit procedures
qualitative aspects of the Company’s accounting practices
potential bias in the accounting estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2005
San Juan, Puerto Rico
February 26, 2021
Stamp No. E434152 of the Puerto Rico
Society of Certified Public Accountants
was affixed to the record copy of this report.
78
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
OFG Bancorp:
Opinion on Internal Control Over Financial Reporting
We have audited OFG Bancorp and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2020 and 2019, the related
consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in
the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our
report dated February 26, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
79
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
San Juan, Puerto Rico
February 26, 2021
Stamp No. E434190 of the Puerto Rico
Society of Certified Public Accountants
was affixed to the record copy of this report
80
OFG BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2020 AND 2019
ASSETS
Cash and cash equivalents:
Cash and due from banks
Money market investments
Total cash and cash equivalents
Restricted cash
Investments:
Trading securities, at fair value, with amortized cost of $432 (December 31, 2019 - $182)
Investment securities available-for-sale, at fair value, with amortized cost of $432,176
(December 31, 2019, amortized cost $1,074,475); no allowance for credit losses
Federal Home Loan Bank (FHLB) stock, at cost
Other investments
Total investments
Loans:
Loans held-for-sale, at lower of cost or fair value
Loans held for investment, net of allowance for credit losses of $204,809 (December 31,
2019 - $116,539)
Total loans
Other assets:
Foreclosed real estate
Accrued interest receivable
Deferred tax asset, net
Premises and equipment, net
Customers' liability on acceptances
Servicing assets
Goodwill
Other intangible assets
Operating lease right-of-use assets
Other assets
Total assets
December 31,
2020
2019
(In thousands)
$
2,142,294 $
11,908
2,154,202
1,375
844,532
6,775
851,307
1,450
22
37
446,438
8,278
3,962
458,700
1,074,169
13,048
560
1,087,814
43,935
19,591
6,457,324
6,501,259
11,596
65,547
162,478
83,786
33,349
47,295
86,069
45,896
31,383
143,076
9,826,011 $
6,622,256
6,641,847
29,909
37,120
176,740
81,105
21,599
50,779
86,069
56,965
39,112
135,845
9,297,661
$
The accompanying notes are an integral part of these consolidated financial statements
81
OFG BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2020 AND 2019 (CONTINUED)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits
Savings accounts
Time deposits
Total deposits
Borrowings:
Securities sold under agreements to repurchase
Advances from FHLB
Subordinated capital notes
Other borrowings
Total borrowings
Other liabilities:
Derivative liabilities
Acceptances executed and outstanding
Operating lease liabilities
Accrued expenses and other liabilities
Total liabilities
Commitments and contingencies (See Note 26)
Stockholders’ equity:
Preferred stock; 10,000,000 shares authorized;
1,340,000 shares of Series A, 1,380,000 shares of Series B, and 960,000
shares of Series D issued and outstanding
(December 31, 2019 - 1,340,000 shares; 1,380,000 shares; and 960,000
shares) $25 liquidation value
Common stock, $1 par value; 100,000,000 shares authorized; 59,885,234 shares
issued: 51,387,071 shares outstanding (December 31, 2019 - 59,885,234;
51,398,956)
Additional paid-in capital
Legal surplus
Retained earnings
Treasury stock, at cost, 8,498,163 shares (December 31, 2019 - 8,486,278 shares)
Accumulated other comprehensive income (loss), net of tax of $-1,529 (December 31, 2019 -
$206)
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2020
2019
(In thousands)
$
4,613,309 $
1,944,415
1,857,916
8,415,640
3,579,115
1,836,480
2,283,015
7,698,610
-
65,561
36,083
707
102,351
1,712
33,349
32,566
154,418
8,740,036
190,274
78,009
36,083
1,195
305,561
913
21,599
39,840
185,660
8,252,183
nil
nil
92,000
92,000
59,885
622,652
103,269
300,096
(102,949)
59,885
621,515
95,779
279,646
(102,339)
11,022
1,085,975
9,826,011 $
(1,008)
1,045,478
9,297,661
$
The accompanying notes are an integral part of these consolidated financial statements
82
OFG BANCORP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
Interest income:
Loans
Mortgage-backed securities
Investment securities and other
Total interest income
Interest expense:
Deposits
Securities sold under agreements to repurchase
Advances from FHLB and other borrowings
Subordinated capital notes
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Non-interest income:
Banking service revenue
Wealth management revenue
Mortgage banking activities
Total banking and financial service revenues
Net gain on:
Sale of securities
Early extinguishment of debt
Bargain purchase from Scotiabank PR & USVI acquisition
Other non-interest income
Total non-interest income, net
Year Ended December 31,
2019
2018
2020
$
457,435 $
7,558
8,354
473,347
339,875 $
19,854
14,066
373,795
60,198
1,335
1,988
1,394
64,915
408,432
92,672
315,760
62,579
31,789
16,504
110,872
4,728
(63)
7,336
1,479
124,352
39,355
7,423
2,212
2,012
51,002
322,793
96,792
226,001
42,866
26,224
4,275
73,365
8,274
(7)
315
546
82,493
321,381
31,190
7,848
360,419
32,953
7,794
1,875
1,903
44,525
315,894
56,108
259,786
43,638
25,934
4,767
74,339
-
-
-
5,756
80,095
The accompanying notes are an integral part of these consolidated financial statements
83
OFG BANCORP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 (CONTINUED)
Year Ended December 31,
2020
2018
2019
(In thousands, except per share data)
Non-interest expense:
Compensation and employee benefits
Occupancy, equipment and infrastructure costs
Electronic banking charges
Information technology expenses
Professional and service fees
Taxes, other than payroll and income taxes
Insurance
Loss on sale of foreclosed real estate, other repossessed assets and credit
related expenses
Loan servicing and clearing expenses
Advertising, business promotion, and strategic initiatives
Communication
Printing, postage, stationary and supplies
Director and investor relations
Merger and restructuring charges
Pandemic expenses
Other
Total non-interest expense
Income before income taxes
Income tax expense
132,926
47,283
34,698
20,823
17,135
13,831
11,424
7,767
6,752
5,851
4,067
3,847
1,174
16,083
5,795
15,830
345,286
94,826
20,499
82,533
30,052
21,244
9,865
14,629
8,749
3,309
11,498
4,853
5,208
3,315
2,468
1,216
24,054
-
10,251
233,244
75,250
21,409
Net income
Less: dividends on preferred stock
Income available to common shareholders
Earnings per common share:
Basic
Diluted
Average common shares outstanding and equivalents
Cash dividends per share of common stock
74,327
(6,512)
67,815 $
53,841
(6,512)
47,329 $
1.32 $
1.32 $
0.92 $
0.92 $
51,555
51,719
0.28 $
0.28 $
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements
76,524
33,084
21,234
8,227
12,442
9,017
6,249
13,552
4,810
5,084
3,447
2,217
1,089
-
-
10,105
207,081
132,800
48,390
84,410
(12,024)
72,386
1.59
1.52
51,349
0.25
84
OFG BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
Net income
Other comprehensive income (loss) before tax:
Unrealized gain (loss) on securities available-for-sale
Realized gain on sale of securities available-for-sale
Unrealized (loss) gain on cash flow hedges
Other comprehensive income (loss) before taxes
Income tax effect
Other comprehensive income (loss) after taxes
Comprehensive income
2020
Year Ended December 31,
2019
(In thousands)
2018
$
74,327 $
53,841 $
84,410
19,296
(4,728)
(804)
13,764
(1,734)
12,030
86,357 $
20,622
(8,274)
(921)
11,427
(1,472)
9,955
63,796 $
(9,651)
-
524
(9,127)
1,113
(8,014)
76,396
$
The accompanying notes are an integral part of these consolidated financial statements
85
OFG BANCORP
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
2020
Year Ended December 31,
2019
(In thousands)
2018
Preferred stock:
Balance at beginning of year
Conversion of convertible preferred stock to common stock
Balance at end of year
Common stock:
Balance at beginning of year
Conversion of convertible preferred stock to common stock
Balance at end of year
Additional paid-in capital:
Balance at beginning of year
Stock-based compensation expense
Lapsed restricted stock units
Conversion of convertible preferred stock to common stock
Balance at end of year
Legal surplus:
Balance at beginning of year
Transfer from retained earnings
Balance at end of year
Retained earnings:
Balance at beginning of year
Topic 326 adoption
Topic 842 adoption
Balance at beginning of year (as adjusted for change in accounting principle)
Net income
Cash dividends declared on common stock[1]
Cash dividends declared on preferred stock
Transfer to legal surplus
Balance at end of year
Treasury stock:
Balance at beginning of year
Stock repurchased
Lapsed restricted stock units and options
Balance at end of year
Accumulated other comprehensive income (loss), net of tax:
Balance at beginning of year
Other comprehensive income (loss), net of tax
Balance at end of year
Total stockholders’ equity
$
92,000 $
92,000 $
-
92,000
59,885
-
59,885
621,515
2,170
(1,033)
-
622,652
95,779
7,490
103,269
279,646
(25,494)
-
254,152
74,327
(14,381)
(6,512)
(7,490)
300,096
(102,339)
(2,226)
1,616
(102,949)
-
92,000
59,885
-
59,885
619,381
2,134
-
-
621,515
90,167
5,612
95,779
253,040
-
(736)
252,304
53,841
(14,375)
(6,512)
(5,612)
279,646
(103,633)
-
1,294
(102,339)
(1,008)
12,030
11,022
1,085,975 $
(10,963)
9,955
(1,008)
1,045,478 $
$
[1] Dividends declared per common share during the year ended December 31, 2020 - $0.28 (2019 - $0.28; 2018 - $0.25).
The accompanying notes are an integral part of these consolidated financial statements
176,000
(84,000)
92,000
52,626
7,259
59,885
541,600
1,401
(361)
76,741
619,381
81,454
8,713
90,167
200,878
-
-
200,878
84,410
(11,511)
(12,024)
(8,713)
253,040
(104,502)
-
869
(103,633)
(2,949)
(8,014)
(10,963)
999,877
86
OFG BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization of deferred loan origination fees and fair value (discounts)
premiums on loans
Amortization of fair value premiums on acquired deposits
Amortization of investment securities premiums, net of accretion of discounts
Amortization of other intangible assets
Net change in operating leases
Depreciation and amortization of premises and equipment
Deferred income tax expense, net
Provision for credit losses
Stock-based compensation
Bargain purchase from Scotiabank PR & USVI acquisition
(Gain) loss on:
Sale of securities
Sale of loans
Early extinguishment of debt
Foreclosed real estate and other repossessed assets
Sale of other assets
Originations and purchases of loans held-for-sale
Proceeds from sale of loans held-for-sale
Net (increase) decrease in:
Trading securities
Accrued interest receivable
Servicing assets
Other assets
Net increase (decrease) in:
Accrued interest on deposits and borrowings
Accrued expenses and other liabilities
Net cash (used in) provided by operating activities
2020
Year Ended December 31,
2019
(In thousands)
2018
$
74,327 $
53,841 $
84,410
(11,061)
(2,607)
4,971
11,069
455
12,687
27,846
92,672
2,170
(7,336)
(4,728)
(4,451)
63
2,250
(6)
(236,107)
4,437
15
(23,598)
3,484
(7,199)
(10,538)
(17,436)
(88,621)
4,624
-
4,956
1,170
(75)
8,513
(4,068)
96,792
2,134
(315)
(8,274)
(524)
7
3,145
(187)
(82,111)
48,991
323
1,904
401
(1,957)
8,088
(27,761)
109,617
4,605
-
5,753
1,319
-
8,898
14,772
56,108
1,401
-
-
(301)
-
4,662
(107)
(95,520)
27,757
(169)
15,715
(895)
5,486
1,489
(2,028)
133,355
The accompanying notes are an integral part of these consolidated financial statements
87
OFG BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 (CONTINUED)
Cash flows from investing activities:
Purchases of:
Investment securities available-for-sale
FHLB stock
Other investments
Maturities and redemptions of:
Investment securities available-for-sale
Investment securities held-to-maturity
FHLB stock
Proceeds from sales of:
Investment securities available-for-sale
Foreclosed real estate and other repossessed assets, including write-offs
Fully charged-off loans
Premises and equipment
Origination and purchase of loans, excluding loans held-for-sale
Principal repayment of loans
Additions to premises and equipment
Outlays for business acquisitions
Cash and cash equivalents received in Scotiabank PR & USVI Acquisition
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Net increase (decrease) in:
Deposits
Securities sold under agreements to repurchase
FHLB advances, federal funds purchased, and other borrowings
Exercise of stock options with treasury shares
Purchase of treasury stock
Dividends paid on preferred stock
Dividends paid on common stock
Net cash provided by (used in) financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
Reconciliation of the Consolidated Statements of Cash Flows to the
Consolidated Statements of Financial Condition:
Cash and due from banks
Money market investments
Restricted cash
Total cash, cash equivalents, restricted cash and restricted cash equivalents
at end of year
2020
Year Ended December 31,
2019
(In thousands)
2018
(34,831)
-
(3,402)
569,658
-
4,770
320,984
40,622
-
52
(1,493,854)
1,492,748
(15,263)
(402)
-
$
881,082 $
(1,734)
(1,167)
(467)
165,683
-
3,332
680,466
51,481
2,382
2,225
(1,217,137)
1,102,805
(12,966)
(425,242)
492,512
842,173 $
(271,639)
(113,731)
-
120,709
77,583
115,082
17,837
51,057
-
1,668
(1,315,906)
840,064
(11,491)
-
-
(488,767)
735,830
(190,063)
(12,872)
583
(2,226)
(6,512)
(14,381)
510,359
$
1,302,820
852,757
2,155,577 $
(265,162)
(264,730)
386
1,294
-
(6,509)
(14,375)
(549,096)
402,694
$
450,063
852,757 $
2,142,294 $
11,908
1,375
844,532 $
6,775
1,450
2,155,577
$
852,757
$
$
$
$
$
100,147
262,223
(20,816)
508
-
(12,024)
(12,796)
317,242
(38,170)
488,233
450,063
442,103
4,930
3,030
450,063
The accompanying notes are an integral part of these consolidated financial statements
Supplemental Cash Flow Disclosure and Schedule of Non-cash Activities:
Interest paid
Income taxes paid
$
$
56,442 $
6,255 $
41,310 $
39,375 $
41,318
17,778
2020
Year Ended December 31,
2019
(In thousands)
2018
88
$
Operating lease liabilities paid
$
Mortgage loans held-for-sale securitized into mortgage-backed securities
$
Transfer from held-to-maturity securities to available-for-sale securities
Transfer from loans to foreclosed real estate and other repossessed assets
$
Reclassification of loans held-for-investment portfolio to held-for-sale portfolio $
Reclassification of loans held-for-sale portfolio to held-for-investment portfolio $
$
Financed sales of foreclosed real estate
$
Interest on loans subject to the temporary payment moratorium
$
Loans booked under the GNMA buy-back option
$
Cash consideration payable
$
Initial recognition of operating lease right-of-use assets
$
Initial recognition of operating lease liabilities
12,778 $
213,755 $
- $
23,332 $
2,542 $
- $
284 $
35,593 $
56,193 $
- $
- $
- $
6,873 $
62,764 $
424,740 $
43,915 $
27,775 $
49 $
1,091 $
- $
75,181 $
5,195 $
21,930 $
23,689 $
The accompanying notes are an integral part of these consolidated financial statements
-
74,630
-
47,084
5,795
1,247
2,333
-
13,325
-
-
-
89
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of OFG Bancorp (Oriental) conform with GAAP and to banking industry practices. The following is a
description of Oriental’s most significant accounting policies:
Nature of Operations
Oriental is a publicly-owned financial holding company incorporated under the laws of the Commonwealth of Puerto Rico. Oriental
operates through various subsidiaries including, a commercial bank, Oriental Bank (the “Bank”), a securities broker-dealer and
investment adviser, Oriental Financial Services LLC (“Oriental Financial Services”), an insurance agency, Oriental Insurance, LLC
(“Oriental Insurance”), and a retirement plan administrator, Oriental Pension Consultants, Inc. (“OPC”). Oriental also has a special
purpose entity, Oriental Financial (PR) Statutory Trust II (the “Statutory Trust II”) and two other limited liability company
subsidiaries, OFG Ventures LLC (“OFG Ventures”) and OFG USA LLC (“OFG USA”). Through these subsidiaries and their
respective divisions, Oriental provides a wide range of banking and financial services such as commercial, consumer and mortgage
lending, leasing, auto loans, financial planning, insurance sales, money management and investment banking and brokerage services,
as well as corporate and individual trust services.
The main offices of Oriental and most of its subsidiaries are located in San Juan, Puerto Rico with two branches in the U.S. Virgin
Islands (the “USVI”). OPC is located in Boca Raton, Florida, and OFG USA is based in Cornelius, North Carolina. Oriental is subject
to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the U.S.
Bank Holding Company Act of 1956, as amended, and the Dodd-Frank Act.
The Bank is subject to the supervision, examination and regulation of the Office of the Commissioner of Financial Institutions of
Puerto Rico (“OCFI”) and the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers banking services such as
commercial and consumer lending, leasing, auto loans, savings and time deposit products, financial planning, and corporate and
individual trust services, and capitalizes on its commercial banking network to provide mortgage lending products to its clients. The
Bank has an operating subsidiary, OFG USA, a wholly-owned subsidiary of the Bank, is a commercial lender organized in Delaware.
Oriental International Bank Inc. (“OIB”), a wholly-owned subsidiary of the Bank, and Oriental Overseas and Oriental International,
two divisions of the Bank, are international banking entities licensed pursuant to the International Banking Center Regulatory Act of
Puerto Rico, as amended. OIB, Oriental Overseas, and Oriental International offer the Bank certain Puerto Rico tax advantages. Their
activities are limited under Puerto Rico law to persons located in Puerto Rico with assets/liabilities located outside of Puerto Rico. The
Bank’s USVI operations are also subject to the supervision, examination and regulation of the USVI Banking Board.
Oriental Financial Services is registered as a securities broker-dealer and as an investment adviser, and is subject to the supervision,
examination and regulation of the Financial Industry Regulatory Authority (“FINRA”), the SEC, and the OCFI. Oriental Financial
Services is also a member of the Securities Investor Protection Corporation. Oriental Insurance is an insurance agency and is subject
to the supervision, examination and regulation of the Office of the Commissioner of Insurance of Puerto Rico.
Oriental’s mortgage banking activities are conducted through a division of the Bank. The mortgage banking activities include the
origination of mortgage loans for the Bank’s own portfolio, the sale of loans directly in the secondary market or the securitization of
conforming loans into mortgage-backed securities, and the purchase or assumption of the right to service loans originated by others.
The Bank originates Federal Housing Administration (“FHA”) insured and Veterans Administration (“VA”) guaranteed mortgages
that are primarily securitized for issuance of Government National Mortgage Association (“GNMA”) mortgage-backed securities
which can be resold to individual or institutional investors in the secondary market. Conventional loans that meet the underwriting
requirements for sale or exchange under certain Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage
Corporation (“FHLMC”) programs are referred to as conforming mortgage loans and are also securitized for issuance of FNMA or
FHLMC mortgage-backed securities. The Bank is an approved seller of FNMA and FHLMC mortgage loans for issuance of FNMA
and FHLMC mortgage-backed securities. The Bank is also an approved issuer of GNMA mortgage-backed securities. The Bank is the
master servicer of the GNMA, FNMA and FHLMC pools that it issues and of its mortgage loan portfolio and has a subservicing
arrangement with a third party for a portion of its acquired loan portfolio. Oriental services most of its mortgage loan portfolio.
90
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
On December 18, 2012, Oriental purchased from Banco Bilbao Vizcaya Argentaria, S. A. (“BBVA”), all of the outstanding common
stock of each of (i) BBVAPR Holding Corporation (“BBVAPR Holding”), the sole shareholder of Banco Bilbao Vizcaya Argentaria
Puerto Rico (“BBVAPR Bank”), a Puerto Rico chartered commercial bank, and BBVA Seguros, Inc. (“BBVA Seguros”), a subsidiary
offering insurance services, and (ii) BBVA Securities of Puerto Rico, Inc. (“BBVA Securities”), a registered broker-dealer. This
transaction is referred to as the “BBVAPR Acquisition” and BBVAPR Holding, BBVAPR Bank, BBVA Seguros and BBVA
Securities are collectively referred to as the “BBVAPR Companies” or “BBVAPR.”
On December 31, 2019, Oriental purchased from The Bank of Nova Scotia (“BNS”) all outstanding common stock of Scotiabank de
Puerto Rico (“SBPR”). Immediately following the closing of the SBPR acquisition, Oriental merged SBPR with and into the Bank,
with the Bank continuing as the surviving entity. As part of this transaction, the Bank also acquired the USVI banking operations of
BNS through an acquisition of certain assets and an assumption of certain liabilities. In addition, Oriental acquired certain loans and
assumed certain liabilities, from BNS’s Puerto Rico branch. This transaction is referred to as the “Scotiabank PR & USVI
Acquisition”.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of OFG Bancorp and its wholly-owned subsidiaries. All
intercompany transactions and balances have been eliminated in consolidation. The Statutory Trust II is exempt from the consolidation
requirements of GAAP.
Business Combinations
Oriental accounted for the Scotiabank PR & USVI Acquisition, BBVAPR Acquisition and the FDIC-assisted acquisition of Eurobank
under the accounting guidance of ASC Topic No. 805, Business Combinations, which requires the use of the acquisition method of
accounting. All identifiable assets and liabilities acquired were initially recorded at fair value. No allowance for credit losses related to
the acquired loans was recorded on the acquisition date. Loans acquired were recorded at fair value in accordance with the fair value
methodology prescribed in ASC Topic 820. These fair value estimates associated with the loans included estimates related to expected
prepayments and the amount and timing of expected principal, interest and other cash flows. The valuation of these loans required
management to make subjective judgments concerning estimates about how the acquired loans would perform in the future using
valuation methods, including discounted cash flow analyses and other factors as market-based and industry data related to expected
changes in interest rates, assumptions related to probability and severity of credit losses, estimated timing of credit losses including the
timing of foreclosure and liquidation of collateral, expected prepayment rates, and specific industry and market conditions.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the
consolidated financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could
differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate mainly to
the determination of the allowance for credit losses, the valuation of securities, revisions to expected cash flows in acquired loans, the
determination of income taxes, impairment of securities, and goodwill valuation and impairment assessment.
Earnings per Common Share
Basic earnings per share is calculated by dividing income available to common shareholders (net income reduced by dividends on
preferred stock) by the weighted average of outstanding common shares. Diluted earnings per share is similar to the computation of
basic earnings per share except that the weighted average of common shares is increased to include the number of additional common
shares that would have been outstanding if the potentially dilutive common shares underlying stock options and restricted units had
been issued, assuming that proceeds from exercise are used to repurchase shares in the market (treasury stock method). Any stock
splits and dividends are retroactively recognized in all periods presented in the consolidated financial statements.
Cash Equivalents
Oriental considers as cash equivalents all money market instruments that are not pledged and that have maturities of three months or
less.
91
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Investment Securities
Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold
them until maturity. Oriental had no securities classified as held to maturity on December 31, 2020 or 2019.
Securities to be held for indefinite periods of time are classified as available for sale and carried at fair value, with the unrealized
holding gains and losses (those for which no allowance for credit losses are recorded) reported as a component of other comprehensive
income, net of tax. On January 1, 2020, Oriental adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, referred to as the current expected credit loss (CECL) methodology. The
CECL standard requires credit losses related to AFS debt securities to be recorded through an allowance for credit losses. Our
adoption of this standard on January 1, 2020 did not have an impact on our portfolio of available for sale debt securities.
Securities held for resale in anticipation of short-term market movements are classified as trading and are carried at fair value, with
changes in unrealized holding gains and losses included in income. Management determines the appropriate classification of securities
at the time of purchase.
Securities with limited marketability, such as stock of a Federal Reserve Bank or Federal Home Loan Bank, are carried at cost.
Premiums and discounts are amortized to interest income over the life of the related securities using the interest method. Net realized
gains or losses on sales of investment securities and unrealized gains and losses valuation adjustments considered other than
temporary, if any, on securities classified as either available-for-sale or held-to-maturity are reported separately in the statements of
operations. Purchases and sales of securities are recorded at trade date. The cost of securities sold is determined by the specific
identification method.
Financial Instruments
Certain financial instruments, including derivatives, trading securities and investment securities available-for-sale, are recorded at fair
value and unrealized gains and losses are recorded in other comprehensive income (loss) or as part of non-interest income, as
appropriate. Fair values are based on listed market prices, if available. If listed market prices are not available, fair value is determined
based on other relevant factors, including price quotations for similar instruments. The fair values of certain derivative contracts are
derived from pricing models that consider current market and contractual prices for the underlying financial instruments as the well as
time value and yield curve or volatility factors underlying the positions.
Oriental determines the fair value of its financial instruments based on the fair value measurement framework, which establishes a fair
value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to
unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 — Level 1 assets and liabilities include equity securities that are traded in an active exchange market. 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 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.
There were no transfers in and/or out of Level 3 for financial instruments measured at fair value on a recurring basis during the years
ended December 31, 2020, 2019, and 2018. Oriental’s policy is to recognize transfers at the date of the event or change in
circumstances that caused the transfer.
92
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Impairment of Investment Securities and Allowance for Credit Losses on Available-for-Sale Securities
On January 1, 2020, Oriental adopted CECL, which replaced the legacy US GAAP other-than-temporary impairment (OTTI) model
with a credit loss model. Even though there is a new scope, the new concept retains the OTTI model’s fundamental nature – that
entities recognize credit losses only once securities become impaired.
Under CECL write-off are recorded when amounts are deemed uncollectible and/ or the entity intends to sell (or more likely than not
will be required to sell) the debt security before recovery of the amortized cost basis. Oriental performed an assessment of the
qualitative factors to determine that it expects to receive all the contractual cash flows from an impaired debt security. For example, it
may be evident that a decrease in fair value below amortized cost is caused by factors such as an increase in market interest rates or
liquidity factors and not associated with any credit concerns of the issuer of the debt security.
Although the FASB decided not to identify specific financial assets that are eligible for the zero-loss expectation exception an entity
needs to establish that it expects non-payment of an asset’s amortized cost to be zero even if the borrower default. There are at least
two types of financial assets for which an entity might determine that the zero-loss expectation exception applies:
Securities issued or guaranteed by a government entity.
Financial assets secured by collateral provided by the borrower.
In assessing whether Oriental has the intent to sell debt securities in a loss position, or whether it will more likely than not be required
to sell a debt security before its anticipated recovery in market value, Oriental evaluates its investment securities for impairment at
least quarterly or with more frequency if other factors indicative of potential impairment exist. As of December 31, 2020, all the
securities that made up the investment portfolio are classified as AFS and as securities issued or guaranteed by a government entity.
Derivative Instruments and Hedging Activities
Oriental’s overall interest rate risk-management strategy incorporates the use of derivative instruments to minimize significant
unplanned fluctuations in earnings that are caused by interest rate volatility. Oriental’s goal is to manage interest rate sensitivity by
modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities so that the net interest margin is not,
on a material basis, adversely affected by movements in interest rates. As a result of interest rate fluctuations, hedged fixed-rate assets
and liabilities will appreciate or depreciate in market value. Also, for some fixed-rate assets or liabilities, the effect of this variability
in earnings is expected to be substantially offset by Oriental’s gains and losses on the derivative instruments that are linked to the
forecasted cash flows of these hedged assets and liabilities. Oriental considers its strategic use of derivatives to be a prudent method of
managing interest-rate sensitivity as it reduces the exposure of earnings and the market value of its equity to undue risk posed by
changes in interest rates. The effect of this unrealized appreciation or depreciation is expected to be substantially offset by Oriental’s
gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. Another result of interest rate
fluctuation is that the contractual interest income and interest expense of hedged variable-rate assets and liabilities, respectively, will
increase or decrease.
Derivative instruments that are used as part of Oriental’s interest rate risk-management strategy include interest rate swaps, caps,
forward-settlement swaps, and futures contracts. Interest rate swaps generally involve the exchange of fixed and variable-rate interest
payments between two parties based on a common notional principal amount and maturity date. Interest rate futures generally involve
exchange-traded contracts to buy or sell U.S. Treasury bonds and notes in the future at specified prices. Interest rate options represent
contracts that allow the holder of the option to (i) receive cash or (ii) purchase, sell, or enter into a financial instrument at a specified
price within a specified period. Some purchased option contracts give Oriental the right to enter into interest rate swaps and cap and
floor agreements with the writer of the option. In addition, Oriental enters into certain transactions that contain embedded derivatives.
When the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic
characteristics of the host contract, it is bifurcated and carried at fair value.
93
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
When using derivative instruments, Oriental exposes itself to credit and market risk. If a counterparty fails to fulfill its performance
obligations under a derivative contract due to insolvency or any other event of default, Oriental’s credit risk will equal the fair value
gain in a derivative plus any cash or securities that may have been delivered to the counterparty as part of the transaction terms.
Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes Oriental, thus creating a
repayment risk for Oriental. This risk is generally mitigated by requesting cash or securities from the counterparty to cover the
positive fair value. When the fair value of a derivative contract is negative, Oriental owes the counterparty and, therefore, assumes no
credit risk other than to the extent that the cash or value of the collateral delivered as part of the transactions exceeds the fair value of
the derivative. Oriental minimizes the credit (or repayment) risk in derivative instruments by entering into transactions with high-
quality counterparties.
Oriental uses forward-settlement swaps to hedge the variability of future interest cash flows of forecasted wholesale borrowings
attributable to changes in LIBOR. Once the forecasted wholesale borrowing transactions occur, the interest rate swap will effectively
lock-in Oriental’s interest rate payments on an amount of forecasted interest expense attributable to the one-month LIBOR
corresponding to the swap notional amount. By employing this strategy, Oriental minimizes its exposure to volatility in LIBOR.
As part of this hedging strategy, Oriental formally documents all relationships between hedging instruments and hedged items, as the
well as its risk-management objective and strategy for undertaking various hedging transactions. This process includes linking all
derivatives that are designated as cash flow hedges to (i) specific assets and liabilities on the balance sheet or (ii) specific firm
commitments or forecasted transactions. Oriental also formally assesses (both at the hedge’s inception and on an ongoing basis)
whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash
flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. The changes in fair
value of the forward-settlement swaps are recorded in accumulated other comprehensive income (loss) to the extent there is no
significant ineffectiveness.
Oriental discontinues hedge accounting prospectively when (i) it determines that the derivative is no longer effective in offsetting
changes in the cash flows of a hedged item (including hedged items such as firm commitments or forecasted transactions); (ii) the
derivative expires or is sold, terminated, or exercised; (iii) it is no longer probable that the forecasted transaction will occur; (iv) a
hedged firm commitment no longer meets the definition of a firm commitment; or (v) management determines that designating the
derivative as a hedging instrument is no longer appropriate or desired.
Oriental’s derivative activities are monitored by its Asset/Liability Management Committee which is also responsible for approving
hedging strategies that are developed through its analysis of data derived from financial simulation models and other internal and
industry sources. The resulting hedging strategies are then incorporated into Oriental’s overall interest rate risk-management.
Mortgage Banking Activities and Loans Held-For-Sale
The residential mortgage loans reported as held-for-sale are stated at the lower of cost or fair value, cost being determined on the
outstanding loan balance less unearned income, and fair value determined in the aggregate. Net unrealized losses are recognized
through a valuation allowance by charges to income. Realized gains or losses on these loans are determined using the specific
identification method. Loans held-for-sale include all conforming mortgage loans originated and purchased, which from time to time
Oriental sells to other financial institutions or securitizes conforming mortgage loans into GNMA, FNMA and FHLMC pass-through
certificates.
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities
Oriental recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when
control has been surrendered, and derecognizes liabilities when extinguished. Oriental is not engaged in sales of mortgage loans and
mortgage-backed securities subject to recourse provisions except for those provisions that allow for the repurchase of loans as a result
of a breach of certain representations and warranties other than those related to the credit quality of the loans included in the sale
transactions.
94
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in
which Oriental surrenders control over the assets is accounted for as a sale if all of the following conditions set forth in Accounting
Standards Codification ("ASC") Topic 860 are met: (i) the assets must be isolated from creditors of the transferor, (ii) the transferee
must obtain the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred
assets, and (iii) the transferor cannot maintain effective control over the transferred assets through an agreement to repurchase them
before their maturity. When Oriental transfers financial assets and the transfer fails any one of these criteria, Oriental is prevented
from derecognizing the transferred financial assets and the transaction is accounted for as a secured borrowing. For transfers of
financial assets that satisfy the conditions to be accounted for as sales, Oriental derecognizes all assets sold; recognizes all assets
obtained and liabilities incurred in consideration as proceeds of the sale, including servicing assets and servicing liabilities, if
applicable; initially measures at fair value assets obtained and liabilities incurred in a sale; and recognizes in earnings any gain or loss
on the sale. The guidance on transfer of financial assets requires a true sale analysis of the treatment of the transfer under state law as
if Oriental was a debtor under the bankruptcy code. A true sale legal analysis includes several legally relevant factors, such as the
intent of the parties, the nature and level of recourse to the transferor, and the nature of retained interests in the loans sold. The
analytical conclusion as to a true sale is never absolute and unconditional, but contains qualifications based on the inherent equitable
powers of a bankruptcy court, as well as the unsettled state of the common law. Once the legal isolation test has been met, other
factors concerning the nature and extent of the transferor’s control over the transferred assets are taken into account in order to
determine whether derecognition of assets is warranted.
When Oriental sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the
characteristics of the loans sold. Conforming conventional mortgage loans are combined into pools which are exchanged for FNMA
and GNMA mortgage-backed securities, which are generally sold to private investors, or sold directly to FNMA or other private
investors for cash. To the extent the loans do not meet the specified characteristics, investors are generally entitled to require Oriental
to repurchase such loans or indemnify the investor against losses if the assets do not meet certain guidelines. GNMA programs allow
financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for
which Oriental provides servicing. At Oriental’s option and without GNMA prior authorization, Oriental may repurchase such
delinquent loans for an amount equal to 100% of the loan’s remaining principal balance. This buy-back option is considered a
conditional option until the delinquency criteria is met, at which time the option becomes unconditional. When the loans backing a
GNMA security are initially securitized, Oriental treats the transaction as a sale for accounting purposes because the conditional
nature of the buy-back option means that Oriental does not maintain effective control over the loans, and therefore these are
derecognized from the statement of financial condition. When individual loans later meet GNMA’s specified delinquency criteria and
are eligible for repurchase, Oriental is deemed to have regained effective control over these loans, and these must be brought back
onto Oriental’s books as assets, regardless of whether Oriental intends to exercise the buy-back option. Quality review procedures are
performed by Oriental as required under the government agency programs to ensure that asset guideline qualifications are met.
Oriental has not recorded any specific contingent liability in the consolidated financial statements for these customary representation
and warranties related to loans sold by Oriental, and management believes that, based on historical data, the probability of payments
and expected losses under these representation and warranty arrangements is not significant.
Oriental has liability for residential mortgage loans sold subject to credit recourse, principally loans associated with FNMA residential
mortgage loan sales and securitization programs. In the event of any customer default, pursuant to the credit recourse provided,
Oriental is required to repurchase the loan or reimburse the third party investor for the incurred loss. The maximum potential amount
of future payments that Oriental would be required to make under the recourse arrangements in the event of nonperformance by the
borrowers is equivalent to the total outstanding balance of the residential mortgage loans serviced with recourse and interest, if
applicable. In the event of nonperformance by the borrower, Oriental has rights to the underlying collateral securing the mortgage
loan. Oriental suffers ultimate losses on these loans when the proceeds from a foreclosure sale of the property underlying a defaulted
mortgage loan are less than the outstanding principal balance of the loan plus any uncollected interest advanced and the costs of
holding and disposing the related property. Oriental has established a liability to cover the estimated credit loss exposure related to
loans sold with credit recourse.
The estimated losses to be absorbed under the credit recourse arrangements are recorded as a liability when the loans are sold or credit
recourse is assumed as part of acquired servicing rights, and are updated by accruing or reversing expense (included as mortgage
banking activities in the consolidated statements of operations) throughout the life of the loan, as necessary, when additional relevant
information becomes available. The methodology used to estimate the recourse liability is a function of the recourse arrangements
given and considers a variety of factors, which include actual defaults and historical loss experience, foreclosure rate, estimated future
defaults and the probability that a loan would be delinquent. The methodology leverages the expected loss framework for mortgage
loans to estimate expected future losses. The reserve for the estimated losses under the credit recourse arrangements is presented
separately within other liabilities in the consolidated statements of financial condition.
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Servicing Assets
Oriental periodically sells or securitizes mortgage loans while retaining the obligation to perform the servicing of such loans. In
addition, Oriental may purchase or assume the right to service mortgage loans originated by others. Whenever Oriental undertakes an
obligation to service a loan, management assesses whether a servicing asset and/or liability should be recognized. A servicing asset is
recognized whenever the compensation for servicing is expected to more than adequately compensate Oriental for servicing the loans.
Likewise, a servicing liability would be recognized in the event that servicing fees to be received are not expected to adequately
compensate Oriental for its expected cost.
All separately recognized servicing assets are recognized at fair value using the fair value measurement method. Under the fair value
measurement method, Oriental measures servicing rights at fair value at each reporting date and reports changes in fair value of
servicing asset in the statement of operations in the period in which the changes occur, and includes these changes, if any, with
mortgage banking activities in the consolidated statement of operations. The fair value of servicing rights is subject to fluctuations as a
result of changes in estimated and actual prepayment speeds and default rates and losses.
The fair value of servicing rights is estimated by using a cash flow valuation model which calculates the present value of estimated
future net servicing cash flows, taking into consideration actual and expected loan prepayment rates, discount rates, servicing costs,
and other economic factors, which are determined based on current market conditions.
Loans and Allowance for Credit Losses
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at
amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, deferred loan fees and
costs.
Loans held for investment that were not purchased with credit deterioration are referred to as Non-PCD loans and loans that were
purchased with credit deterioration are referred to as PCD loans.
Oriental discontinues accrual of interest after payments become more than 90 days past due or earlier if Oriental does not expect the
full collection of principal or interest, except for residential mortgage loans insured or guaranteed under applicable FHA and VA
programs that are not placed in non-accrual status until they become 12 months or more past due, as they are insured loans. At that
time, any accrued income is reversed. The delinquency status is based upon the contractual terms of the loans. Loans for which the
recognition of interest income has been discontinued are designated as non-accruing. Collections are accounted for on the cash method
thereafter, until qualifying to return to accrual status. Such loans are not reinstated to accrual status until interest is received on a
current basis and other factors indicative of doubtful collection cease to exist. The determination as to the ultimate collectability of the
loan’s balance may involve management’s judgment in the evaluation of the borrower’s financial condition and prospects for
repayment. Interest income is based on effective yield on the Non-PCD loans.
Purchased Credit Deteriorated (PCD) Loans: Oriental has purchased loans, some of which have experienced more than insignificant
credit deterioration since origination. Oriental considered the following factors as indicators that an acquired loan had evidence of
deterioration in credit quality: loans that were 90 days or more past due; loans that had an internal loan grade of substandard or worse
- substandard loans have a well-defined weakness that jeopardizes collection of the loan; loans that were classified as nonaccrual by
the acquired bank at the time of acquisition; and loans that had been previously modified in a troubled debt restructuring. As such, our
PCD loans are recorded at the purchase price plus the allowance for credit losses expected at the time of acquisition or implementation
of the standard. An allowance for credit losses is determined using an undiscounted cashflow methodology.
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Upon adoption of CECL, Oriental elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will
continue to account for these pools as a unit of account. As such, for these loans the determination of nonaccrual or accrual status is
made at the pool level, not the individual loan level. Upon adoption of CECL, the allowance for credit losses was determined for each
pool and added to the pool’s carrying amount to establish a new amortized cost basis. The difference between the unpaid principal
balance of the pool and the new amortized cost basis is the non-credit premium or discount which will be amortized interest income
over the remaining life of the pool. On a quarterly basis, management will monitor the composition and behavior of the pools to assess
the ability for cash flow estimation and timing. If based on the analysis performed, the pool is classified as non-accrual the
accretion/amortization of the non-credit (discount) premium will cease. Changes to the allowance for credit losses after adoption are
recorded through the provision expense.
Allowance for Credit Losses (“ACL”) – Loans: On January 1, 2020, Oriental adopted CECL, which utilizes a lifetime “expected
credit loss” measurement objective for the recognition of credit losses for loans at the time the financial asset is originated or acquired.
The allowance for credit losses is adjusted each period for changes in expected credit losses. The allowance for credit losses is a
valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans.
Determining the amount of the ACL is complex and requires extensive judgment by management about matters that are inherently
uncertain. Re-evaluation of the ACL estimate in future periods in light of changes in composition and characteristics of the loan
portfolio, changes in the reasonable and supportable forecast and other factors then prevailing may result in material changes in the
amount of the ACL and credit loss expense in those future periods. Loans are charged off against the allowance when management
believes the uncollectability of a loan balance is confirmed. Oriental continues to monitor and modify the level of the ACL to ensure it
is adequate.
Our methodology for estimating expected credit losses for our loan portfolios include the following key components:
Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics. Factors
that may be considered in aggregating loans for this purpose include but are not necessarily limited to, product or collateral
type, internal risk rating, credit characteristics such as credit scores or collateral values, and historical or expected credit loss
patterns.
Credit losses for loans that do not share similar risk characteristics are estimated on an individual basis. Individual
evaluations are typically performed for nonaccrual loans and modified loans classified as troubled debt restructurings. The
lifetime losses for individually measured loans are estimated based on one of several methods, including the estimated fair
value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.
ACL reserves are estimated over the contractual term of the financial asset adjusted for expected prepayments. As part of the
calculation of the contractual term, expected extension are generally not considered unless the option to extend the loan
cannot be canceled unilaterally by Oriental, and loan modifications are also not considered, unless Oriental has a reasonable
expectation that it will execute a troubled debt restructuring (“TDR”). In the case of unconditionally cancelable accounts,
such as credit cards, reserves are based on the expected life of the balance as of the evaluation date (assuming no further
charges) and do not include any undrawn commitments that are unconditionally cancelable.
The quantitative model utilizes a discounted cash flow (“DCF”) or undiscounted cash flow (“UDCF”) approach to estimate
expected credit losses using probability of default (“PD”), loss given default (“LGD”), and exposure at default ("EAD”).
DCF method is used for most of the Non-PCD portfolio using the amortized cost, and UDCF method for the PCD portfolio
using the unpaid principal balance. For the EAD, the Company uses a prepayment model which projects prepayments over
the life of the loans.
An economic forecast period based on the relation of losses with key economic variables for each portfolio segment; Oriental
has elected a 2-year reasonable and supportable forecast period, with an additional 1-year to mean straight-line reversion
occurring within the credit loss models based on the economic inputs. The length of the reasonable and supportable forecast
is evaluated at each reporting period and adjusted if deemed necessary.
Inclusion of qualitative adjustment to consider factors for asset-specific risk characteristics to the extent they do not exist in
the historical information that have not been accounted and could impact the amount of future losses. For example, factors
that Oriental considers include changes in lending policies and procedures, business conditions, the nature and size of the
portfolio, portfolio concentrations, the volume and severity of past due loans and nonaccrual loans, the effect of external
factors such as competition, and legal and regulatory requirements, among others.
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The estimate of credit losses includes expected recoveries of amounts previously charged off as well as consideration of
expected amounts to be written off. If a loan has been charged off, the expected cash flows on the loan are not limited by the
current amortized cost balance. Instead, expected cash flows can be assumed up to the unpaid principal balance immediately
prior to the charge-off.
The ACL excludes accrued interest since all our products are subject to a non-accrual and timely write-off policy, except for
accrued interest receivable on loans that participated in the Covid-19 deferral programs with delinquency status in 30 to 89
days past due and is calculated by applying the corresponding loan projected loss factors to the accrued interest receivable
balance.
In our loss forecasting framework, Oriental incorporates forward-looking information through the use of macroeconomic scenarios
applied over the forecasted life of the assets. These macroeconomic scenarios include variables that have historically been key drivers
of increases and decreases in credit losses. These variables include, but are not limited to, unemployment rates, real estate prices, gross
domestic product levels, business and personal bankruptcies. As any one economic outlook is inherently uncertain, Oriental leverages
multiple scenarios. The scenarios that are chosen each quarter and the amount of weighting given to each scenario depend on a variety
of factors including recent economic events, leading economic indicators, views of internal as well as third-party economists and
industry trends.
The ACL for troubled debt restructurings (“TDRs”) is measured based on the present value of projected future lifetime principal and
interest cash flows discounted at the loan’s effective interest rate, or in cases where foreclosure is probable or the loan is collateral
dependent, at the loan’s collateral value or its observable market price, if available. For purposes of computing the specific loss
component of the allowance, larger impaired loans are evaluated individually, and smaller impaired loans are evaluated in pools.
Management has made the accounting policy election to exclude accrued interest receivable on loans from the estimate of credit
losses, except for accrued interest receivable on loans that participated in the Covid-19 deferral programs. Oriental has elected to
estimate expected credit losses on accrued interest receivable for loans that participated in the Covid-19 deferral programs separately
from other components of the amortized costs basis. Accrued interest receivable totaled $64.5 million and $32.7 million on December
31, 2020 and 2019, respectively, reported in accrued interest receivable on the consolidated statement of financial condition. Accrued
interest receivable on loans that participated in the Covid-19 deferral programs amounted to $35.4 million at December 31, 2020, of
which $30.5 million corresponds to loans in current status. Allowance for credit losses for accrued interest receivable on loans that
participated in the Covid-19 deferral programs amounted to $711 thousand at December 31, 2020.
Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred
and recognized in interest income through the life of the loan.
Oriental has identified the following portfolio segments, commercial loans, mortgage loans, consumer loans, and auto loans and
leases, and measures the allowance for credit losses using the methods described below for each.
Commercial Loans – The segmentation of commercial loans was established by business line, collateral type, and size, delinquency or
risk rating/classification to assess the loans based on common risk characteristics. The segmentation aligns with Oriental’s current
credit policies, and procedures for these portfolios. The estimate of expected credit losses on commercial loans is forecasted using
models that estimate credit losses over the loan’s contractual life at an individual loan level. The models use the contractual terms to
forecast future principal cash flows while also considering expected prepayments, considering that all our lines of credit are
unconditionally cancellable. The loss forecasting model determines the probabilities of transition to different credit risk ratings or
default at each point over the life of the asset based on the borrower’s current credit risk rating and business segment. Assumptions of
expected loss are conditioned to the economic outlook and the model considers key economic variables such as unemployment rate,
gross national product (“GNP”) (P.R. projections), gross domestic product (U.S. projections) and retail sales (U.S. projections).
Loans that do not share risk characteristics are evaluated on an individual basis. Individual evaluations are typically performed for
nonaccrual loans and modified loans classified as troubled debt restructurings. Loans evaluated individually are not included in the
collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial
difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral,
expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate, as
Oriental elected the collateral-dependent practical expedient. For loans evaluated individually that are not collateral dependent, a
discounted cash flow method is used to determine the allowance for credit losses.
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Commercial loans are placed on non-accrual status when they become 90 days or more past due and are written down, if necessary,
based on the specific evaluation of the underlying collateral, if any.
Oriental’s lending activities in the continental United States – referred to as the U.S. Loan Program – are conducted through OIB and
OFG USA. These activities include the purchase of middle market senior secured cash flow loan participations and the purchase of
participations of loans to small and medium sized businesses.
Mortgage Loans – This segment includes traditional mortgages, non-traditional mortgages, mortgages in the loss mitigation program,
residential performing TDRs and residential non-performing TDRs. To estimate the expected credit losses for mortgage loans,
Oriental estimates the number of loans that will default over the life of the existing portfolio, after factoring in estimated prepayments,
using quantitative modeling methodologies. The most significant attribute in estimating Oriental’s lifetime expected credit losses is
the vintage. The estimates are based on Oriental’s historical experience with the loan portfolio, adjusted to reflect the economic
outlook. The outlook on the housing price index and unemployment are key factors that impact the frequency and severity of loss
estimates. Oriental expects to collect the amortized cost basis of government insured residential loans due to the nature of the
government guarantee, so the ACL is zero for these loans.
Mortgage loans are placed on non-accrual status when they become 90 days or more past due and are written-down, if necessary,
based on the specific evaluation of the collateral underlying the loan, except for FHA and VA insured mortgage loans which are
placed in non-accrual when they become 12 months or more past due. For loans that are more than 180 days past due, with the
exception of Oriental’s fully insured portfolio, the outstanding balance of loans that is in excess of the estimated property value after
adjusting for costs to sell is charged off. If the estimated property value decreases in periods subsequent to the initial charge-off,
Oriental will record additional charge-offs.
Consumer Loans – This portfolio consists of smaller retail loans such as unsecured personal loans, unsecured personal lines of credit,
retail credit cards and overdrafts. To estimate the expected credit losses for consumer loans, Oriental estimates the number of loans
that will default over the life of the existing portfolio, using quantitative modeling methodologies. The estimates are based on the
Oriental’s historical experience with the loan portfolios, adjusted to reflect the economic outlook. The outlook on the GNP and
unemployment rate are key factors that impact the frequency and severity of loss estimates. Credit cards are revolving lines of credit
without a defined maturity date. Oriental elected to apply the remaining life methodology for the credit cards and revolving line
segments. The remaining life methodology takes projected losses based on economic forecast and applies it to a pool of loans on a
periodic basis, based on the remaining life expectation of that pool. Economic variables for the forecast are GNP and personal
bankruptcy. Future draws on the credit card lines are excluded from the estimated expected credit losses as they are unconditionally
cancellable.
Consumer loans are placed on non-accrual status when they become 90 days past due and written-off when payments are delinquent
120 days in personal loans and 180 days in credit cards and personal lines of credit.
Auto Loans and Leases - This portfolio consists of auto loans and leases. To estimate the expected credit losses for auto loans and
leases, Oriental estimates the number of loans that will default over the life of the existing portfolio, after factoring in estimated
prepayments, using quantitative modeling methodologies. The most significant attribute in estimating Oriental’s expected credit losses
is the FICO score. The estimates are based on Oriental’s historical experience with the loan portfolio, adjusted to reflect the economic
outlook. The outlook on the GNP and unemployment are key factors that impact the frequency and severity of loss estimates.
Auto loans and leases are placed on non-accrual status when they become 90 days past due, partially written-off to collateral value
when payments are delinquent 120 days, and fully written-off when payments are delinquent 180 days.
For the principal enhancements that management made to its methodology, refer to Note 7.
Allowance for Loan and Lease Losses Under the Incurred Losses Model for the Years Ended December 31, 2019 and 2018
Oriental followed a systematic methodology to establish and evaluate the adequacy of the allowance for loan and lease losses to
provide for inherent losses in loan portfolio. This methodology included the consideration of factors such as economic conditions,
portfolio risk characteristics, prior loss experience, and results of periodic credit reviews of individual loans.
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Oriental’s assessment of the allowance for loan losses was determined in accordance with the guidance of loss contingencies in ASC
Subtopic 450-20 and loan impairment guidance in ASC Section 310-10-35. Also, Oriental determined the allowance for loan losses on
purchased impaired loans and purchased loans accounted for under ASC Subtopic 310-30 by analogy, by evaluating decreases in
expected cash flows after the acquisition date.
The quantitative component used a loss factor for the general reserve of these loans established by considering Oriental’s historical
loss experience adjusted for an estimated loss emergence period and the consideration of qualitative factors. Qualitative factors
considered were: change in non-performing loans; migration in classification; trends in charge offs; trends in volume of loans; changes
in collateral values; changes in risk selections and underwriting standards, and other changes in lending policies, procedures and
practices; experience, ability and depth of lending management and other relevant staff, including Oriental’s loan review system;
national and local economic trends and industry conditions; and effect of external factors such as competition and regulatory
requirements on the level of estimated credit losses. The sum of the adjusted loss experience factors and the qualitative factors were
the general valuation reserve (“GVA”) factor used for the determination of the allowance for loan and lease losses in each category.
Loans and Leases Held for Investment, Excluding Loans Accounted for under ASC 310-30
Oriental determined the allowance for loan and lease losses by portfolio segment, which consisted of mortgage loans, commercial
loans, consumer loans, and auto and leasing, as follows:
Mortgage loans: These loans were divided into four classes: traditional mortgages, non-traditional mortgages, loans in loan
modification programs and mortgage secured personal loans. Traditional mortgage loans included loans secured by a dwelling, fixed
coupons and regular amortization schedules. Non-traditional mortgages included loans with interest-first amortization schedules and
loans with balloon considerations as part of their terms. Mortgages in loan modification programs were loans that were being serviced
under such programs. Mortgage loans were mainly equity lines of credit. The allowance factor on mortgage loans was impacted by the
adjusted historical loss factors on the sub-segments and the qualitative factors described above and by delinquency buckets. The
traditional mortgage loan portfolio was further segregated by vintages and then by delinquency buckets. The calculation of the loss
factor used probability of default (“PD”) and loss given default (“LGD”) methodology. The PD resulted from a delinquency migration
analysis and the LGD was based on the Bank’s historical loss experience.
Commercial loans: The commercial portfolio was segmented by business line (corporate, institutional, middle market, corporate
retail, floor plan, and real estate), by collateral type (secured by real estate and other commercial and industrial assets), and loan
grades. Quantitative components used a loss factor for the GVA of these loans established by considering Oriental's historical loss
experience of each segment adjusted for the loss realization period and the consideration of qualitative factors. The sum of the
adjusted loss experience and the qualitative factors was the GVA factor used for the determination of the allowance for loan and lease
losses on each segment.
Consumer loans: The consumer portfolio consisted of smaller retail loans such as retail credit cards, overdrafts, unsecured personal
lines of credit, and personal unsecured loans. The allowance factor, which consisted of the adjusted historical loss factor and the
qualitative factors, was calculated for each sub-class of loans by delinquency bucket.
Auto and Leasing: The auto and leasing portfolio consisted of financing for the purchase of new or used motor vehicles for private or
public use. The allowance factor was impacted by the adjusted historical loss factor and the qualitative factors. For the determination
of the allowance factor, the portfolio was segmented by FICO score, which was updated on a quarterly basis and then by delinquency
bucket.
Oriental established its allowance for loan losses through a provision for credit losses based on our evaluation of the credit quality of
the loan portfolio. This evaluation, which included a review of loans on which full collectability may not have been reasonably
assured, considered, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical net loan
loss experience, and other factors that warranted recognition in determining our allowance for loan losses. Oriental continuously
monitored and modified, if applicable, the level of the allowance for loan losses to ensure it was adequate to cover losses inherent in
our loan portfolio.
Our allowance for loan losses consisted of the following elements: (i) specific valuation allowances based on probable losses on
specifically identified impaired loans; and (ii) valuation allowances based on net historical loan loss experience for similar loans with
similar inherent risk characteristics and performance trends, adjusted, as appropriate, for qualitative risk factors specific to respective
loan types.
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When current information and events indicated that it was probable that we would be unable to collect all amounts of principal and
interest due under the original terms of a business or commercial real estate loan greater than $500 thousand, such loan was classified
as impaired. Additionally, all loans modified in a TDR were considered impaired. The need for specific valuation allowances were
determined for impaired loans and recorded as necessary. For impaired loans, we considered the fair value of the underlying collateral,
less estimated costs to sell, if the loan was collateral dependent, or we used the present value of estimated future cash flows in
determining the estimates of impairment and any related allowance for loan losses for these loans. Confirmed losses were charged off
immediately.
Loan loss ratios and loan grades, for commercial loans, were updated at least quarterly and were applied in the context of GAAP.
Management used current available information in estimating possible loan and lease losses, factors beyond Oriental’s control, such as
those affecting general economic conditions, may have required future changes to the allowance.
Acquired Loans Accounted for under ASC 310-30 (including those accounted for under ASC 310-30 by analogy)
For our acquired loans accounted for under ASC 310-30, our allowance for loan losses was estimated based upon our expected cash
flows for these loans. To the extent that we experienced a deterioration in borrower credit quality resulting in a decrease in the net
present value of our expected cash flows (which were used as a proxy to identify probable incurred losses) subsequent to the
acquisition of the loans, an allowance for loan losses was established based on our estimate of future credit losses over the remaining
life of the loans.
Acquired loans accounted for under ASC Subtopic 310-30 were not considered non-performing and continued to have an accretable
yield as long as there was a reasonable expectation about the timing and amount of cash flows expected to be collected. Also, loans
charged-off against the non-accretable difference established in purchase accounting were not reported as charge-offs. Charge-offs on
loans accounted under ASC Subtopic 310-30 were recorded only to the extent that losses exceeded the non-accretable difference
established with purchase accounting.
Troubled Debt Restructuring
A TDR is the restructuring of a receivable in which Oriental, as creditor, grants a concession for legal or economic reasons due to the
debtor’s financial difficulties. A concession is granted when, as a result of the restructuring, Oriental does not expect to collect all
amounts due, according to original contractual terms of the loan agreement. These concessions may include a reduction of the interest
rate, principal or accrued interest, extension of the maturity date or other actions intended to minimize potential losses.
To assess whether the debtor is having financial difficulties, Oriental evaluates whether it is probable that the debtor will default on
any of its debt in the foreseeable future.
Receivables that are restructured in a TDR are presumed to be impaired and are subject to a specific impairment-measurement
method. If the repayment of the loan is expected to be provided solely by the underlying collateral and there are no other available
sources of repayment, Oriental considers the current value of that collateral in determining whether the principal will be paid. For non-
collateral dependent loans, the specific reserve is calculated based on the present value of expected cash flows discounted at the loan’s
effective interest rate. An accruing loan that is modified in a TDR can remain in accrual status if, based on a current, well-documented
credit analysis, collection of principal and interest in accordance with the modified terms is reasonably assured, and the borrower has
demonstrated sustained historical repayment performance for a reasonable period before the modification.
Oriental has implemented various consumer and commercial loan modification programs to provide its borrowers relief from the
economic impacts of Covid-19. The majority of Oriental’s Covid-19 related loan modifications have not been considered TDRs as
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
they represent short-term delay of payments or other insignificant modifications, whether under Oriental’s regular loan modification
assessments or the Interagency Statement guidance; or Oriental has elected to apply the option to suspend the application of
accounting guidance for TDRs as provided under Section 4013 of the CARES Act. To the extent that certain modifications do not
meet any of the above criteria, Oriental accounts for them as TDRs. For loan modifications that include a payment deferral and are not
TDRs, the borrower’s past due and nonaccrual status will not be impacted during the deferral period. These loans are not considered
past due until after the deferral period is over and scheduled payments resume. Accrued interest on these Covid-19 modified loans is
due when the deferral period ends. The credit quality of these loans is re-evaluated after the deferral period ends. Loans are generally
placed on a nonaccrual basis when they become 90 days past due or when there are otherwise serious doubts about the collectability of
principal or interest within the existing terms of the loan. Oriental's policy is to write-off all accrued interest on loans when they are
placed on nonaccrual status.
Foreclosed Real Estate and Other Repossessed Property
Foreclosed real estate and other repossessed property are initially recorded at the fair value of the real estate or repossessed property
less the cost of selling it at the date of foreclosure or repossession. At the time properties are acquired in full or partial satisfaction of
loans, any excess of the loan balance over the estimated fair value of the property is charged against the allowance for loan and lease
losses. After foreclosure or repossession, these properties are carried at the lower of cost or fair value less estimated cost to sell based
on recent appraised values or options to purchase the foreclosed or repossessed property. Any excess of the carrying value over the
estimated fair value, less estimated costs to sell, is charged to non-interest expense. The costs and expenses associated to holding these
properties in portfolio are expensed as incurred.
Goodwill and Other Intangible Assets
Goodwill is recognized when the purchase price is higher than the fair value of net assets acquired in business combinations under the
purchase method of accounting. Oriental’s goodwill is tested for impairment at least annually, and on a more frequent basis, if events
or circumstances indicate impairment could have taken place. Such events could include, among others, a significant adverse change
in the business climate, an adverse action by a regulator, an unanticipated change in the competitive environment and a decision to
change the operations or dispose of a reporting unit.
Oriental performs its goodwill impairment test in accordance with ASU 2017-04 by comparing the fair value of a reporting unit with
its carrying amount and will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting
unit’s fair value, with the loss recognized limited to the total amount of goodwill allocated to that reporting unit. Significant judgment
and estimates are involved in estimating the fair value of the assets and liabilities of the reporting units.
Other identifiable intangible assets with a finite useful life, mainly core deposits and customer relationships, are amortized using
various methods over the periods benefited, which range from 3 to 10 years. These intangibles are evaluated periodically for
impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments on
intangible assets with a finite useful life are evaluated under the guidance for impairment or disposal of long-lived assets.
Premises and Equipment
Premises and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over
the estimated useful life of each type of asset. Amortization of leasehold improvements is computed using the straight-line method
over the terms of the leases or estimated useful lives of the improvements, whichever is shorter.
Impairment of Long-Lived Assets
Oriental periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. In performing the review for recoverability, an estimate of the future cash flows expected
to result from the use of the asset and its eventual disposition is made. If the sum of the future cash flows (undiscounted and without
interest charges) is less than the carrying amount of the assets, an impairment loss is recognized. The amount of the impairment is the
excess of the carrying amount over the fair value of the asset. As of December 31, 2020 and 2019, there was no indication of
impairment as a result of such review.
102
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Off-Balance Sheet Instruments
In the ordinary course of business, Oriental enters into off-balance sheet instruments consisting of commitments to extend credit,
further discussed in Note 26 hereto. Such financial instruments are recorded in the financial statements when these are funded or
related fees are incurred or received. Oriental periodically evaluates the credit risks inherent in these commitments and establishes
reserves for such risks if and when these are deemed necessary.
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
Oriental estimates the expected credit losses related to unfunded lending commitments such as letters of credit, financial guarantees,
unfunded banker’s acceptances and binding loan commitments. Reserves are estimated for the unfunded exposure using the same
factors as the funded exposure and are reported as reserves for unfunded lending commitments. Net adjustments to the reserve for
unfunded commitments are included in the provision for credit losses in the consolidated statements of operations.
Income Taxes
In preparing the consolidated financial statements, Oriental is required to estimate income taxes. This involves an estimate of current
income tax expense together with an assessment of deferred taxes resulting from differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. The determination of current income tax
expense involves estimates and assumptions that require Oriental to assume certain positions based on its interpretation of current tax
laws and regulations. Changes in assumptions affecting estimates may be required in the future, and estimated tax assets or liabilities
may need to be increased or decreased accordingly. The accrual for tax contingencies is adjusted in light of changing facts and
circumstances, such as the progress of tax audits, case law and emerging legislation. When particular matters arise, a number of years
may elapse before such matters are audited and finally resolved. Favorable resolution of such matters could be recognized as a
reduction to Oriental’s effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the
effective tax rate and may require the use of cash in such year.
On December 30, 2019, Oriental Financial Services was converted into a limited liability company (“LLC”), and on June 30, 2020,
made the election to be treated as a partnership for income tax purposes which was effective on January 1, 2019. As such, Oriental
Financial Services is currently a pass-through entity not subject to income taxes at the company level, and the parent (Oriental) will be
subject to Puerto Rico income taxes on its distributable share of OFS taxable income under the partnership provisions of the PR Code.
At the date of the election all tax attributes of Oriental Financial Services were also transferred to the parent. The same tax treatment
applies to Oriental Insurance since its conversion to an LLC in December 2015, and tax election to be treated as a partnership effective
on January 1, 2016. Pursuant to these elections Oriental is required to pay income taxes on its distributable share of both entities; in
the case of losses reported by any of the entities, the same may be offset with the taxable income of the other entity. However,
Oriental is not permitted to use its operating losses to offset the taxable income of its partnerships.
The determination of deferred tax expense or benefit is based on changes in the carrying amounts of assets and liabilities that generate
temporary differences. The carrying value of Oriental’s net deferred tax assets assumes that Oriental will be able to generate sufficient
future taxable income based on estimates and assumptions. If these estimates and related assumptions change in the future, Oriental
may be required to record valuation allowances against its deferred tax assets resulting in additional income tax expense in the
consolidated statements of operations.
Management evaluates on a regular basis whether the deferred tax assets can be realized and assesses the need for a valuation
allowance. A valuation allowance is established when management believes that it is more likely than not that some portion of its
deferred tax assets will not be realized. Changes in valuation allowance from period to period are included in Oriental’s tax provision
in the period of change.
In addition to valuation allowances, Oriental establishes accruals for uncertain tax positions when, despite the belief that Oriental’s tax
return positions are fully supported, Oriental believes that certain positions are likely to be challenged. The accruals for uncertain tax
positions are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law, and emerging
legislation. The accruals for Oriental’s uncertain tax positions are reflected as income tax payable as a component of accrued expenses
and other liabilities. These accruals are reduced upon expiration of the applicable statute of limitations.
103
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental follows a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will
be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax
benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.
Oriental’s policy is to include interest and penalties related to unrecognized income tax benefits within the provision for income taxes
on the consolidated statements of operations.
Oriental is potentially subject to income tax audits in the Commonwealth of Puerto Rico for taxable years 2016 to 2019, until the
applicable statute of limitations expires. In addition, Oriental’s US subsidiaries are potentially subject to income tax audits by the IRS
for taxable years 2017 to 2019. Tax audits by their nature are often complex and can require several years to complete.
Revenue Recognition
ASU No. 2014-09 - Revenue from Contracts with Customers (ASC 606) establishes the principles for recognizing revenue and to
develop a common revenue standard that would remove inconsistencies in revenue requirements, provide a more robust framework for
addressing the revenue issues, improve comparability in revenue recognition and to simplify the preparation of financial statements by
reducing the number of requirements to which an entity must refer.
The standard defines revenue (ASC-606-10-20) as inflows or other enhancements of assets of an entity or settlements of its liabilities
(or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s
ongoing major or central operations.
Revenue is recognized when (or as) the performance obligation is satisfied by transferring control of a promised good or service to a
customer, either at a point in time or over time. Where a performance obligation is satisfied over time, the related revenue is also
recognized over time.
Equity-Based Compensation Plan
Oriental’s 2007 Omnibus Performance Incentive Plan, as amended and restated (the “Omnibus Plan”), provides for equity-based
compensation incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted units and dividend
equivalents, as well as equity-based performance awards. The Omnibus Plan was adopted in 2007, amended and restated in 2008, and
further amended in 2010 and 2013.
The purpose of the Omnibus Plan is to provide flexibility to Oriental to attract, retain and motivate directors, officers, and key
employees through the grant of awards based on performance and to adjust its compensation practices to the best compensation
practice and corporate governance trends as they develop from time to time. The Omnibus Plan is further intended to motivate high
levels of individual performance coupled with increased shareholder returns. Therefore, awards under the Omnibus Plan (each, an
“Award”) are intended to be based upon the recipient’s individual performance, corporate performance, level of responsibility and
potential to make significant contributions to Oriental. Generally, the Omnibus Plan will terminate as of (a) the date when no more of
Oriental’s shares of common stock are available for issuance under the Omnibus Plan or, (b) if earlier, the date the Omnibus Plan is
terminated by Oriental’s Board of Directors.
The Board’s Compensation Committee (the “Committee”), or such other committee as the Board may designate, has full authority to
interpret and administer the Omnibus Plan in order to carry out its provisions and purposes. The Committee has the authority to
determine those persons eligible to receive an Award and to establish the terms and conditions of any Award. The Committee may
delegate, subject to such terms or conditions or guidelines as it shall determine, to any employee or group of employees any portion of
its authority and powers under the Omnibus Plan with respect to participants who are not directors or executive officers subject to the
reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the
Committee may exercise authority in respect to Awards granted to such participants.
The expected term of stock options granted represents the period of time that such options are expected to be outstanding. Expected
volatilities are based on historical volatility of Oriental’s shares of common stock over the most recent period equal to the expected
term of the stock options. For stock options issued during 2015, the expected volatilities are based on both historical and implied
volatility of Oriental’s shares of common stock.
104
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental follows the fair value method of recording stock-based compensation. Oriental used the modified prospective transition
method, which requires measurement of the cost of employee services received in exchange for an award of equity instruments based
on the grant date fair value of the award with the cost to be recognized over the service period. It applies to all awards unvested and
granted after the effective date and awards modified, repurchased, or cancelled after that date.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other
events and circumstances, except for those resulting from investments by owners and distributions to owners. GAAP requires that
recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as
unrealized gains and losses on available-for-sale securities and on derivative activities that qualify and are designated for cash flows
hedge accounting, net of taxes, are reported as a separate component of the stockholders’ equity section of the consolidated statements
of financial condition, such items, along with net income, are components of comprehensive income (loss).
Commitments and Contingencies
Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when
it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in
connection with loss contingencies are expensed as incurred.
Lease Accounting
Right of use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that
a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation
to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease
payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend or terminate the
lease when it is reasonably certain that those options will be exercised. The right-of-use asset is measured at the amount of the lease
liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease
payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset.
Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining
lease term on a straight-line basis, and any impairment of the right-of-use asset. Variable lease payments are generally expensed as
incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges
included in the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these
short-term leases and for operating leases is recognized on a straight-line basis over the lease term.
Oriental’s leases do not contain residual value guarantees or material variable lease payments. All leases are classified as operating
leases.
Subsequent Events
Oriental has evaluated other events subsequent to the balance sheet date and prior to the filing of this annual report on Form 10-K for
the year ended December 31, 2020, and has adjusted and disclosed those events that have occurred that would require adjustment or
disclosure in the consolidated financial statements.
105
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
New Accounting Updates Not Yet Adopted
Reference Rate Reform. In March 2020, the FASB issued guidance within ASU 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting, in response to the scheduled discontinuation of LIBOR
on December 31, 2021. The amendments in this Update provide optional guidance designed to provide relief from the accounting
analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives,
borrowings) necessitated by reference rate reform. In January 2021, the FASB issued guidance within ASU 2021-01, Reference Rate
Reform (Topic 848) to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge
accounting apply to derivatives that are affected by the discounting transition. Oriental’s LIBOR exposure is mainly concentrated
within the commercial loan portfolio. Oriental has identified its LIBOR-based contracts that will be impacted by the cessation of
LIBOR and is incorporating fallback language in negotiated contracts and incorporating non-LIBOR reference rate and/or fallback
language in new contracts to prepare for these changes. Furthermore, management has established a LIBOR transition team to lead the
Company in the execution of its project plan. As of December 31, 2020, we have not yet elected any optional expedients related to
contract modifications or hedging relationships as outlined in this ASU. However, we will continue to evaluate if we will elect these
optional expedients in the future.
Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued guidance intended to simplify the accounting for
income taxes. The guidance removes the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation
when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a
deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to
the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a
subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss
exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an
entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any
incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of
goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it
should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current
and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to
do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4)
requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the
interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee
stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance
will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require
retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We will adopt this guidance when it
becomes effective, in the first quarter of 2021, and the impact on our financial statements is not expected to be material.
106
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
New Accounting Updates Adopted in 2020
Accounting for Financial Instruments -- Credit Losses
On January 1, 2020, Oriental adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to
as the current expected credit loss (CECL) methodology. The CECL methodology represents a significant change from prior U.S.
GAAP and replaced the prior multiple existing impairment methods. The CECL standard also requires credit losses related to AFS
debt securities to be recorded through an allowance for credit losses. Our adoption of this standard on January 1, 2020 did not have an
impact on our portfolio of AFS debt securities.
We adopted CECL using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet
credit exposures. Upon adoption, we recognized an after-tax cumulative effect reduction to retained earnings totaling $25.5 million, as
detailed in the table below. Operating results for periods after January 1, 2020 are presented in accordance with ASC 326 while prior
period amounts continue to be reported in accordance with previously applicable standards and the accounting policies described
before in this note.
The following table details the impact of the adoption of CECL on the assets, liabilities and retained earnings as of January 1, 2020.
Assets:
Investment securities available for sale
Deferred tax asset
Loans
Commercial
Mortgage
Consumer
Auto
Allowance for credit losses on loans
Commercial
Mortgage
Consumer
Auto
Net loans
January 1, 2020
Pre-Adoption
Impact of
adoption
Post-Adoption
(In thousands)
Cumulative
Effect on
Retained
Earnings
$
1,074,169 $
176,740
2,222,085
2,508,821
504,507
1,522,973
6,758,386
(34,886)
(30,382)
(18,446)
(32,825)
(116,539)
6,641,847
- $
13,874
42,143
7,830
181
368
50,522
(45,705)
(18,810)
(8,599)
(16,606)
(89,720)
(39,198)
1,074,169 $
190,614
-
13,874
2,264,228
2,516,651
504,688
1,523,341
6,808,908
(80,591)
(49,192)
(27,045)
(49,431)
(206,259)
6,602,649
-
-
-
-
-
(3,562)
(10,980)
(8,418)
(16,238)
(39,198)
(39,198)
Liabilities:
Allowance for credit losses on off-balance sheet credit
exposures
3,688
170
3,858
170
$
7,889,068 $
(25,494) $
7,863,574 $
(25,494)
107
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Cloud computing arrangements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued updated guidance that is intended to reduce potential
diversity in practice in accounting for the costs of implementing cloud computing arrangements (i.e., hosting arrangements) that are
service contracts. The updated guidance aligns the requirements for capitalizing implementation costs for these arrangements with the
requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that
include an internal-use software license. The updated guidance is effective for interim and annual reporting periods beginning after
December 15, 2019. The adoption of this guidance, effective January 1, 2020, did not have a material impact on Oriental’s
consolidated financial statements.
Fair value measurements
In August 2018, the FASB issued updated guidance as part of its disclosure framework project intended to improve the effectiveness
of disclosures in the notes to the financial statements. The updated guidance eliminates, adds and modifies certain disclosure
requirements related to fair value measurements. The updated guidance is effective for interim and annual reporting periods beginning
after December 15, 2019. The adoption of this guidance, effective January 1, 2020, did not have a material impact on the Oriental’s
consolidated financial statements.
Goodwill
In January 2017, the FASB issued updated guidance intended to simplify how an entity tests goodwill for impairment by eliminating
Step 2 from the goodwill impairment test. Under the updated guidance, an entity will perform its goodwill impairment test by
comparing the fair value of a reporting unit with its carrying amount and will recognize an impairment charge for the amount by
which the carrying amount exceeds the reporting unit’s fair value, with the loss recognized limited to the total amount of goodwill
allocated to that reporting unit. The updated guidance is effective for interim and annual reporting periods beginning after December
15, 2019. The adoption of this guidance, effective January 1, 2020, did not have a material impact on the Company’s consolidated
financial statements.
NOTE 2 – BUSINESS COMBINATIONS
On December 31, 2019, Oriental purchased from the BNS all outstanding common stock of SBPR for an aggregate purchase price of
$550.0 million, subject to settlement amounts as described herein. Immediately following the closing, Oriental merged SBPR with and
into the Bank, with the Bank continuing as the surviving entity. As part of this transaction, the Bank also acquired the USVI banking
operations of BNS through an acquisition of certain assets (including loans, ATMs and physical branch locations) and an assumption
of certain liabilities (including deposits) for their net book value plus a $10.0 million premium on deposits which were settled as part
of the final consideration from the acquisition. In addition, Oriental acquired certain loans and assumed certain liabilities, from BNS’s
Puerto Rico branch for their net book value which were settled as part of the final consideration from the acquisition.
The assets acquired and liabilities assumed as of December 31, 2019 were presented at their estimated fair value. The fair values
initially assigned to the assets acquired and liabilities assumed were preliminary and subject to refinement for up to one year after the
closing date of the acquisition as new information relative to closing date fair values became available. During the year ended
December 31, 2020, Oriental recorded remeasurement adjustments to the preliminary estimated fair values of certain accrued interest
receivables, deferred tax asset, and accounts receivables to reflect new information obtained during the measurement period (as
defined by ASC Topic 805), about facts and circumstances that existed as of the acquisition date that, if known, would have affected
the acquisition-date fair value measurements, as detailed in the table below. The adjustments resulted from the fair value
determination of certain accrued interest receivable of loans accounted for under ASC 310-30 and from the receipt of funds from BNS
for certain intercompany transactions. As of December 31, 2020, the measurement period has finalized.
108
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
December 31, 2019
Fair Value
Adjustments,
net
(In thousands)
Book Value
Measurement
Period
Fair Value
as
Fair Value
Adjustments
Remeasured
Cash and cash equivalents
$
492,512 $
- $
492,512 $
Investments
Loans
Accrued interest receivable
Foreclosed real estate
Deferred tax asset, net
Premises and equipment
Servicing asset
Core deposit intangible
Customer relationship intangible
Other intangible
Operating lease right-of-use assets
Other assets
Total identifiable assets acquired
Deposits
Operating lease liability
Accrued expenses and other liabilities
Total liabilities assumed
Total identifiable net assets
Bargain purchase gain
Total consideration
576,319
2,237,337
7,722
8,636
37,606
10,866
40,258
-
-
-
15,452
86,016
3,512,724
3,028,066
16,317
87,309
3,131,692
(102)
(21,134)
(2,952)
(352)
22,335
(1,068)
206
41,507
12,693
567
4,011
(6,507)
49,204
(2,607)
2,091
-
(516)
576,217
2,216,203
4,770
8,284
59,941
9,798
40,464
41,507
12,693
567
19,463
79,509
3,561,928
3,025,459
18,408
87,309
3,131,176
- $
-
-
492,512
576,217
2,216,203
5,540
-
1,386
-
-
-
-
-
-
10,310
8,284
61,327
9,798
40,464
41,507
12,693
567
19,463
410
7,336
79,919
3,569,264
-
-
-
-
3,025,459
18,408
87,309
3,131,176
$
$
430,752 $
7,336 $
438,088
315
7,336
7,651
430,437 $
- $
430,437
109
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Merger and Restructuring Charges
Merger and restructuring charges are recorded in the consolidated statement of operations and include incremental costs to integrate
the operations of Oriental and its most recent acquisition. These charges represent costs associated with these activities and do not
represent ongoing costs of the fully integrated combined organization. These costs were recorded in merger and restructuring charges
within the consolidated statement of operations.
The following table presents severance and employee charges, systems integrations charges, branch consolidation, and other merger
and restructuring charges related to the Scotiabank PR & USVI Acquisition, for the years ended December 31, 2020 and 2019:
Severance and employee-related charges
Professional services and system integrations
Branch consolidation
Other
Total merger and restructuring charges
Restructuring Reserve
Year Ended December 31,
2020
2019
(In thousands)
$
$
220 $
9,973
3,707
2,183
16,083 $
13,323
9,718
-
1,013
24,054
Restructuring reserves are established by a charge to merger and restructuring charges, and the restructuring charges are included in
the merger and restructuring charges table.
The following table presents the changes in restructuring reserves for the years ended December 31, 2020 and 2019:
Balance at the beginning of the year
Merger and restructuring charges
Cash payments
Balance at the end of the year
Year Ended December 31,
2020
2019
(In thousands)
17,491 $
16,083
(18,445)
15,129 $
-
24,054
(6,563)
17,491
$
$
Payments under merger and restructuring reserves associated with the Scotiabank PR & USVI Acquisition may continue into 2021 but
should not be material and will be accounted under applicable accounting guidance to the cost being incurred.
110
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 3 – RESTRICTED CASH
The following table includes the composition of Oriental’s restricted cash:
Cash pledged as collateral to other financial institutions to secure:
Regulatory requirements
Obligations under agreement of loans sold with recourse
December 31,
2020
2019
(In thousands)
$
$
325 $
1,050
1,375 $
400
1,050
1,450
At December 31, 2020 and 2019, the Bank’s international banking entities held short-term highly liquid securities in the amount of
$305 thousand and $325 thousand, respectively, as the legal reserve required for international banking entities under Puerto Rico law.
In addition, as part of the Scotiabank PR & USVI acquisition on December 31, 2019, a certificate of deposit of $300 thousand was
held for the acquired international banking entity that was retained as part of the integration. As of December 31, 2020, the entity held
$325 thousand in cash. These instruments cannot be withdrawn or transferred without the prior written approval of the OCFI.
As part of regulatory requirements for the administration of individual retirement accounts (“IRAs”), SBPR maintained $100 thousand
on a certificate of deposit that was retained as part of the integration on December 31, 2019. This certificate matured and was not
renewed.
Oriental has a contract with FNMA which requires collateral to guarantee the repurchase, if necessary, of loans sold with recourse. At
both, December 31, 2020 and 2019, Oriental delivered as collateral cash amounting to approximately $1.1 million.
The Bank is required by Puerto Rico law to maintain average weekly reserve balances to cover demand deposits. The amount of those
minimum average reserve balances for the week that covered December 31, 2020 was $408.5 million (December 31, 2019 - $289.3
million). At December 31, 2020 and 2019, the Bank complied with this requirement. Cash and due from bank as well as other short-
term, highly liquid securities, are used to cover the required average reserve balances.
NOTE 4 – INVESTMENT SECURITIES
Money Market Investments
Oriental considers as cash equivalents all money market instruments that are not pledged and that have maturities of three months or
less at the date of acquisition. At December 31, 2020 and 2019, money market instruments included as part of cash and cash
equivalents amounted to $11.9 million and $6.8 million, respectively.
111
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Investment Securities
The amortized cost, gross unrealized gains and losses, fair value, and weighted average yield of the securities owned by Oriental at
December 31, 2020 and 2019 were as follows:
$
$
$
Available-for-sale
Mortgage-backed securities
FNMA and FHLMC certificates
GNMA certificates
CMOs issued by US government-
sponsored agencies
Total mortgage-backed securities
Investment securities
US Treasury securities
Obligations of US government-sponsored
agencies
Other debt securities
Total investment securities
Total securities available for sale
Available-for-sale
Mortgage-backed securities
FNMA and FHLMC certificates
GNMA certificates
CMOs issued by US government-
sponsored agencies
Total mortgage-backed securities
Investment securities
US Treasury securities
Obligations of US government-sponsored
agencies
Other debt securities
Total investment securities
Amortized
Cost
Gross
Unrealized
Gains
December 31, 2020
Gross
Unrealized
Losses
(In thousands)
Fair
Value
Weighted
Average
Yield
206,195 $
174,472
38,309
418,976
10,740
1,585
875
13,200
432,176 $
4,786 $
8,478
905
14,169
243
21
39
303
14,472 $
32 $
178
-
210
-
-
-
-
210 $
210,949
182,772
39,214
432,935
10,983
1,606
914
13,503
446,438
1.78%
2.21%
1.96%
1.97%
1.49%
1.39%
2.31%
1.53%
1.96%
Amortized
Cost
Gross
Unrealized
Gains
December 31, 2019
Gross
Unrealized
Losses
(In thousands)
Fair
Value
Weighted
Average
Yield
403,227
215,755
$
$
846
718
$
1,417
4
55,235
674,217
397,183
1,967
1,108
400,258
16
1,580
490
1,911
-
-
31
31
-
6
-
6
402,656
216,469
54,761
673,886
397,183
1,961
1,139
400,283
2.00%
2.33%
1.97%
2.11%
1.60%
1.38%
3.00%
1.60%
1.92%
Total securities available-for-sale
$
1,074,475 $
1,611 $
1,917 $
1,074,169
112
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Effective January 1, 2020, Oriental adopted the new accounting standard for credit losses that requires evaluation of available-for-sale
debt securities for any expected losses with recognition of an allowance for credit losses, when applicable. For more information, see
Note 1 – Significant Accounting Policies. At December 31, 2020, all securities held by Oriental are issued by U.S. government entities
and agencies that have a zero-credit loss assumption.
The amortized cost and fair value of Oriental’s investment securities at December 31, 2020, by contractual maturity, are shown in the
next table. Securities not due on a single contractual maturity date, such as collateralized mortgage obligations, are classified in the
period of final contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to
call or prepay obligations with or without call or prepayment penalties.
December 31, 2020
Available-for-sale
Amortized
Cost
Fair Value
(In thousands)
$
$
$
$
$
$
348 $
348
469
469
32,220 $
96,902 $
58,615 $
187,737
108,945 $
115,388 $
6,089 $
230,422
418,976
735 $
251 $
986
1,585 $
10,005 $
11,590
624
624
13,200
432,176 $
364
364
472
472
33,013
100,643
60,081
193,737
109,942
122,219
6,201
238,362
432,935
735
251
986
1,606
10,248
11,854
663
663
13,503
446,438
Mortgage-backed securities
Due less than one year
FNMA and FHLMC certificates
Total due in less than one year
Due from 1 to 5 years
GNMA certificates
Total due from 1 to 5 years
Due after 5 to 10 years
CMOs issued by US government-sponsored agencies
FNMA and FHLMC certificates
GNMA certificates
Total due after 5 to 10 years
Due after 10 years
FNMA and FHLMC certificates
GNMA certificates
CMOs issued by US government-sponsored agencies
Total due after 10 years
Total mortgage-backed securities
Investment securities
Due less than one year
US Treasury securities
Other debt securities
Total due in less than one year
Due from 1 to 5 years
Obligations of US government-sponsored agencies
US Treasury securities
Total due from 1 to 5 years
Due from 5 to 10 years
Other debt securities
Total due after 5 to 10 years
Total investment securities
Total
113
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
During the year ended December 31, 2020, Oriental sold $316.3 million available-for-sale mortgage-backed securities and recognized
a $4.7 million gain in the sale. During the year ended December 31, 2019, Oriental sold $672.2 million available-for-sale mortgage-
backed securities, and recognized an $8.3 million gain in the sale. During the year ended December 31, 2018, Oriental sold $17.8
million available-for-sale GNMA certificates from its recurring mortgage loan origination and securitization activities. These sales did
not realize any gains or losses during such period.
During the years ended December 31, 2020, 2019, and 2018, Oriental retained securitized GNMA pools totaling $90.1 million, $62.8
million, and $56.8 million amortized cost, respectively, at a yield of 2.48%, 3.23%, and 3.93%, from its own originations.
During the year ended December 31, 2019, Oriental completed the Scotiabank PR & USVI Acquisition recognizing available-for-sale
securities amounting to $574.6 million with an average yield of 1.79% and an average duration of 1.6 years. This portfolio was
comprised of US treasury notes, agency mortgage-backed-securities and agency CMOs.
Description
Sale of securities available-for-sale
Mortgage-backed securities
FNMA and FHLMC certificates
GNMA certificates
Total
Description
Sale of securities available-for-sale
Mortgage-backed securities
FNMA and FHLMC certificates
GNMA certificates
Total
Description
Sale of securities available-for-sale
Mortgage-backed securities
GNMA certificates
Total mortgage-backed securities
Year Ended December 31, 2020
Sale Price
Book Value
at Sale
Gross Gains
Gross Losses
(In thousands)
229,571
91,413
320,984
$
$
227,213
89,043
316,256
$
$
2,358
2,370
4,728
$
$
-
-
-
Year Ended December 31, 2019
Sale Price
Book Value
at Sale
Gross Gains
Gross Losses
(In thousands)
451,081
229,385
680,466
$
$
447,305
224,887
672,192
$
$
3,776
4,498
8,274
$
$
-
-
-
Year Ended December 31, 2018
Sale Price
Book Value
at Sale
Gross Gains
Gross Losses
(In thousands)
$
$
$
$
17,837
17,837 $
17,837
17,837 $
$
-
- $
-
-
114
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table show Oriental’s gross unrealized losses and fair value of investment securities available-for-sale at December 31,
2020 and 2019, aggregated by investment category and the length of time that individual securities have been in a continuous
unrealized loss position:
Securities available-for-sale
CMOs issued by US Government-sponsored agencies
FNMA and FHLMC certificates
Obligations of US Government and sponsored agencies
GNMA certificates
US Treasury Securities
Securities available-for-sale
CMOs issued by US Government-sponsored agencies
FNMA and FHLMC certificates
GNMA certificates
US Treasury Securities
Securities available-for-sale
CMOs issued by US government-sponsored agencies
FNMA and FHLMC certificates
Obligations of US government and sponsored agencies
GNMA certificates
US Treasury Securities
Securities available-for-sale
CMOs issued by US Government-sponsored agencies
FNMA and FHLMC certificates
Obligations of US Government and sponsored agencies
GNMA certificates
Amortized
Cost
December 31, 2020
12 months or more
Unrealized
Loss
(In thousands)
Fair
Value
$
$
- $
-
-
-
-
- $
- $
-
-
-
-
- $
-
-
-
-
-
-
Amortized
Cost
Less than 12 months
Unrealized
Loss
(In thousands)
Fair
Value
-
34,628
5,104
-
$
39,732 $
-
32
178
-
210 $
-
34,596
4,926
-
39,522
Amortized
Cost
Total
Unrealized
Loss
(In thousands)
Fair
Value
34,628
-
5,104
-
39,732 $
- $
- $
32
-
178
-
210 $
December 31, 2019
12 months or more
Unrealized
Loss
(In thousands)
Amortized
Cost
-
34,596
-
4,926
-
39,522
Fair
Value
35,417 $
259,099
1,967
19
296,502 $
387 $
1,415
6
-
1,808 $
35,030
257,684
1,961
19
294,694
$
$
$
$
115
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Securities available-for-sale
CMOs issued by US Government-sponsored agencies
FNMA and FHLMC certificates
GNMA certificates
US Treasury Securities
Securities available-for-sale
CMOs issued by US Government-sponsored agencies
FNMA and FHLMC certificates
Obligations of US government and sponsored agencies
GNMA certificates
US Treasury Securities
Amortized
Cost
Less than 12 months
Unrealized
Loss
(In thousands)
Fair
Value
11,503
4,919
3,549
627
20,598 $
103
2
4
-
109 $
11,400
4,917
3,545
627
20,489
Amortized
Cost
Total
Unrealized
Loss
(In thousands)
Fair
Value
46,920
264,018
1,967
3,568
627
317,100 $
490
1,417
6
4
-
1,917 $
46,430
262,601
1,961
3,564
627
315,183
$
$
116
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 5 - PLEDGED ASSETS
The following table shows a summary of pledged and not pledged assets at December 31, 2020 and 2019. Investment securities
available for sale are presented at fair value, and residential mortgage loans, commercial loans and leases are presented at amortized
cost:
December 31,
2020
2019
(In thousands)
$
- $
204,068
2,351
105
146,381
148,837
1,775
323
191,908
398,074
699,091
803,317
460,149
48,089
96,273
604,511
518,473
45,175
129,152
692,800
1,049,477
1,182,272
2,501,916 $
3,076,463
297,601 $
676,095
1,625,938
1,799,780
414,946
512,325
4,650,590
$
1,706,981
1,529,642
504,437
329,972
4,747,127
$
$
$
Pledged investment securities to secure:
Securities sold under agreements to repurchase
Derivatives
Bond for the Bank's trust operations
Puerto Rico public fund deposits
Total pledged investment securities
Pledged residential mortgage loans to secure:
Advances from the Federal Home Loan Bank
Pledged commercial loans to secure:
Advances from the Federal Home Loan Bank
Federal Reserve Bank Credit Facility
Puerto Rico public fund deposits
Pledged auto loans and leases to secure:
Federal Reserve Bank Credit Facility
Total pledged assets
Financial assets not pledged:
Investment securities
Residential mortgage loans
Commercial loans
Consumer loans
Auto loans and leases
Total assets not pledged
117
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 6 - LOANS
Oriental’s loan portfolio is composed of four segments, commercial, mortgage, consumer, and auto. Loans are further segregated into
classes which Oriental uses when assessing and monitoring the risk and performance of the portfolio.
The composition of the amortized cost basis of Oriental’s loan portfolio at December 31, 2020 and 2019 was as follows:
Commercial loans:
Commercial secured by real estate
Other commercial and industrial
Commercial Paycheck Protection Program (PPP Loans)
US Loan Program
$
Mortgage
Consumer:
Personal loans
Credit lines
Credit cards
Overdraft
Auto
Allowance for credit losses
Total loans held for investment
Mortgage loans held for sale
Other loans held for sale
Total loans held for sale
Total loans, net
$
Non-PCD
December 31, 2020
PCD
(In thousands)
Total
December 31,
2019
807,284 $
647,444
289,218
374,904
2,118,850
823,443
313,257
43,805
56,185
305
1,534,269
1,947,821
4,890,114
(161,015)
4,729,099
41,654
2,281
43,935
4,773,034 $
243,229 $
39,931
-
-
283,160
1,459,932
1,043
351
-
-
27,533
28,927
1,772,019
(43,794)
1,728,225
-
-
-
1,728,225 $
1,050,513 $
687,375
289,218
374,904
2,402,010
2,283,375
314,300
44,156
56,185
305
1,561,802
1,976,748
6,662,133
(204,809)
6,457,324
41,654
2,281
43,935
6,501,259 $
1,129,446
816,310
-
272,595
2,218,351
2,493,365
375,505
53,113
75,272
216
1,522,973
2,027,079
6,738,795
(116,539)
6,622,256
19,591
-
19,591
6,641,847
At December 31, 2020 and 2019, Oriental had carrying balances of $99.1 million and $134.0 million, respectively, in loans held for
investment granted to the Puerto Rico government, including its instrumentalities, public corporations and municipalities, as part of
the institutional commercial loan segment. The Bank’s loans to the Puerto Rico government amounting to $98.0 million and $129.9
million at December 31, 2020 and 2019, respectively, are general obligations of municipalities secured by ad valorem taxation,
without limitation as to rate or amount, on all taxable property within the issuing municipalities in current status, and one loan
amounting to $1.1 million and $24.1 million, respectively, to a public corporation acquired in the Scotiabank PR & USVI Acquisition
in non-accrual status. The good faith, credit and unlimited taxing power of each issuing municipality are pledged for the payment of
its general obligations.
118
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The tables below present the aging of the amortized cost of loans held for investment at December 31, 2020 and 2019, by class of
loans. Mortgage loans past due include $56.2 million and $75.2 million, respectively, of delinquent loans in the GNMA buy-back
option program. Servicers of loans underlying GNMA mortgage-backed securities must report as their own assets the defaulted loans
that they have the option (but not the obligation) to repurchase, even when they elect not to exercise that option.
December 31, 2020
30-59 Days
Past Due
60-89 Days
Past Due
90+ Days
Past Due
Total Past
Due
(In thousands)
Current
Total Loans
Loans 90+
Days Past
Due and
Still
Accruing
Commercial
Commercial
secured by real estate $
Other commercial
and industrial
US Loan Program
Mortgage
Consumer
Personal loans
Credit lines
Credit cards
Overdraft
Auto
Total loans
$
2,781 $
750 $
17,862 $
21,393 $
785,891 $
807,284 $
-
1,674
2,604
7,059
7,385
4,784
2,136
1,357
138
57,176
65,591
80,035 $
234
-
984
14,953
2,515
476
824
-
31,181
34,996
50,933 $
4,695
-
22,557
101,528
2,062
1,269
1,585
-
20,485
25,401
149,486 $
6,603
2,604
30,600
123,866
930,059
372,300
2,088,250
699,577
936,662
374,904
2,118,850
823,443
9,361
3,881
3,766
138
108,842
125,988
280,454 $
303,896
39,924
52,419
167
1,425,427
1,821,833
4,609,660 $
313,257
43,805
56,185
305
1,534,269
1,947,821
4,890,114 $
-
-
-
3,974
-
-
-
-
-
-
3,974
Upon adoption of CECL, Oriental elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will
continue to account for these pools as a unit of account. As such, PCD loans are not included in the table above.
119
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
December 31, 2019
30-59 Days
Past Due
60-89 Days
Past Due
90+ Days
Past Due
Total Past
Due
(In thousands)
Current
Total Loans
Loans 90+
Days Past
Due and
Still
Accruing
994 $
946 $
17,495 $
19,435 $
847,271 $
866,706 $
-
7,584
-
8,578
9,285
4,978
533
1,438
51
72,336
79,336
371
-
1,317
13,105
2,123
20
417
-
31,412
33,972
2,716
-
20,211
94,109
1,579
221
896
-
14,270
16,966
10,671
-
30,106
116,499
8,680
774
2,751
51
118,018
130,274
712,855
272,595
1,832,721
783,096
358,477
51,840
72,451
165
1,350,864
1,833,797
723,526
272,595
1,862,827
899,595
367,157
52,614
75,202
216
1,468,882
1,964,071
-
-
-
2,418
-
-
-
-
-
-
$
97,199 $
48,394 $
131,286 $
276,879 $
4,449,614 $
4,726,493 $
2,418
Commercial
Commercial
secured by real estate $
Other commercial
and industrial
US Loan Program
Mortgage
Consumer
Personal loans
Credit lines
Credit cards
Overdraft
Auto
Total loans
Before the CECL implementation, certain acquired loans were accounted for by Oriental in accordance with ASC 310-30.
The carrying amount corresponding to acquired loans with deteriorated credit quality, including those accounted under ASC 310-30
by analogy, in the statements of financial condition at December 31, 2019 was as follows:
Contractual required payments receivable:
Less: Non-accretable discount
Cash expected to be collected
Less: Accretable yield
Carrying amount, gross
Less: allowance for loan and lease losses
Carrying amount, net
December 31, 2019
Scotiabank
PR & USVI
BBVAPR
Eurobank
Total
(In thousands)
$
$
2,147,249
294,424
1,852,825
458,885
1,393,940
-
1,393,940
$
$
1,086,367
340,466
745,901
214,886
531,015
17,036
513,979
$
$
117,107
4,285
112,822
34,441
78,381
14,458
63,923
$
$
3,350,723
639,175
2,711,548
708,212
2,003,336
31,494
1,971,842
120
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table describes the accretable yield and non-accretable discount activity of acquired BBVAPR loans accounted for
under ASC 310-30 for the years ended December 31, 2019 and 2018:
Year Ended December 31, 2019
Mortgage
Commercial
Auto
(In thousands)
Consumer
Total
Accretable Yield Activity:
Balance at beginning of year
Accretion
Change in expected cash flows
Transfer from (to) non-accretable discount
Balance at end of year
Non-Accretable Discount Activity:
Balance at beginning of year
Change in actual and expected losses
Transfer (to) from accretable yield
Balance at end of year
Accretable Yield Activity:
Balance at beginning of year
Accretion
Change in expected cash flows
Transfer from (to) non-accretable discount
Balance at end of year
Non-Accretable Discount Activity:
Balance at beginning of year
Change in actual and expected losses
Transfer (to) from accretable yield
Balance at end of year
$
$
$
$
$
$
$
$
269,510
(35,352)
23,588
(42,860)
214,886
345,423
(47,817)
42,860
340,466
Total
308,913
(44,639)
9,269
(4,033)
269,510
352,431
(11,041)
4,033
345,423
232,199 $
(23,871)
(212)
(12,033)
196,083 $
36,508 $
(10,312)
23,080
(30,653)
18,623 $
243 $
(430)
(19)
253
47 $
560 $
(739)
739
(427)
133 $
291,887 $
(27,741)
12,033
276,179 $
10,346 $
(19,295)
30,653
21,704 $
24,245 $
(169)
(253)
23,823 $
18,945 $
(612)
427
18,760 $
Mortgage
Commercial
Year Ended December 31, 2018
Auto
(In thousands)
Consumer
258,498 $
(27,248)
-
949
232,199 $
299,501 $
(6,665)
(949)
291,887 $
46,764 $
(14,160)
7,895
(3,991)
36,508 $
10,596 $
(4,241)
3,991
10,346 $
2,766 $
(2,360)
890
(1,053)
243 $
23,050 $
142
1,053
24,245 $
885 $
(871)
484
62
560 $
19,284 $
(277)
(62)
18,945 $
121
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table describes the accretable yield and non-accretable discount activity of acquired Eurobank loans for the years ended
December 31, 2019 and 2018:
Year Ended December 31, 2019
Mortgage
Commercial
Leasing
(In thousands)
Consumer
Total
Accretable Yield Activity:
Balance at beginning of year
Accretion
Change in expected cash flows
Transfer from (to) non-accretable discount
Balance at end of year
Non-Accretable Discount Activity:
Balance at beginning of year
Change in actual and expected losses
Transfer (to) from accretable yield
Balance at end of year
Accretable Yield Activity:
Balance at beginning of year
Accretion
Change in expected cash flows
Transfer from (to) non-accretable discount
Balance at end of year
Non-Accretable Discount Activity:
Balance at beginning of year
Change in actual and expected losses
Transfer (to) from accretable yield
Balance at end of year
$
$
$
$
$
$
$
$
41,699
(9,788)
4,976
(2,446)
34,441
2,959
(1,120)
2,446
4,285
Total
49,672
(12,835)
4,265
597
41,699
5,845
(2,289)
(597)
2,959
38,389 $
(4,999)
2,578
(1,947)
34,021 $
2,826 $
(3,051)
1,947
1,722 $
3,310
(4,611)
2,270
(549)
420 $
- $
1,928
549
2,477 $
- $
- $
(14)
(145)
159
(164)
273
(109)
- $
- $
- $
159
(159)
- $
133 $
(156)
109
86 $
Mortgage
Commercial
Year Ended December 31, 2018
Leasing
(In thousands)
Consumer
42,921 $
(5,964)
(1,129)
2,561
38,389 $
5,334 $
53
(2,561)
2,826 $
6,751
(6,430)
5,023
(2,034)
3,310 $
276 $
(2,310)
2,034
- $
- $
- $
(52)
(329)
381
(389)
700
(311)
- $
- $
- $
381
(381)
- $
235 $
(413)
311
133 $
122
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Non-accrual Loans
The following table presents the amortized cost basis of loans on nonaccrual status as of December 31, 2020:
Non-PCD:
Commercial
Commercial secured by real estate
Other commercial and industrial
Mortgage
Consumer
Personal loans
Personal lines of credit
Credit cards
Auto and leasing
Total non-accrual loans
PCD:
Commercial
Commercial secured by real estate
Other commercial and industrial
Mortgage
Consumer
Personal loans
Total non-accrual loans
Nonaccrual
with
Allowance
December 31, 2020
Nonaccrual
with no
Allowance
for Credit Loss for Credit Loss
(In thousands)
Total
$
$
$
$
$
15,225 $
2,138
17,363
24,920
1,752
1,272
1,586
20,766
25,376
67,659 $
31,338 $
1,102
32,440
1,003
1
1
33,444 $
101,103 $
21,462 $
3,174
24,636
17,747
377
-
-
-
377
42,760 $
4,031 $
-
4,031
-
-
-
4,031 $
46,791 $
36,687
5,312
41,999
42,667
2,129
1,272
1,586
20,766
25,753
110,419
35,369
1,102
36,471
1,003
1
1
37,475
147,894
Upon adoption of CECL, Oriental elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will
continue to account for these pools as a unit of account. As such, for these loans the determination of nonaccrual or accrual status is
made at the pool level, not the individual loan level.
123
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table presents the recorded investment in loans in non-accrual status by class of loans as of December 31, 2019:
Commercial
Commercial secured by real estate
Other commercial and industrial
Mortgage
Consumer
Personal loans
Personal lines of credit
Credit cards
Auto and leasing
Total non-accrual loans
December 31,
2019
(In thousands)
$
$
32,720
9,886
42,606
18,735
4,164
227
896
14,295
19,582
80,923
Delinquent residential mortgage loans insured or guaranteed under applicable FHA and VA programs are classified as non-performing
loans when they become 90 days or more past due but are not placed in non-accrual status until they become 12 months or more past
due, since they are insured loans. Therefore, those loans are included as non-performing loans but excluded from non-accrual loans.
At December 31, 2020 and 2019, loans whose terms have been extended and which were classified as troubled-debt restructurings that
were not included in non-accrual loans amounted to $109.2 million and $103.7 million, respectively, as they were performing under
their new terms.
124
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Modifications
The following tables present the troubled-debt restructurings in all loan portfolios during the years ended December 31, 2020, 2019
and 2018.
Year Ended December 31, 2020
Pre-
Modification
Outstanding
Recorded
Investment
Number of
contracts
Pre-
Modification
Weighted
Average Rate
Pre-
Modification
Weighted
Average
Term (in
Months)
(Dollars in thousands)
Post-
Modification
Outstanding
Recorded
Investment
Post-
Modification
Weighted
Average
Term (in
Months)
Post-
Modification
Weighted
Average Rate
Mortgage
Commercial
Consumer
Auto
88 $
8
23
31
11,081
14,896
349
217
4.70%
5.45%
14.11%
10.88%
332 $
63
64
74
10,151
14,896
391
219
4.13%
4.36%
10.57%
11.02%
327
77
76
71
Year Ended December 31, 2019
Pre-
Modification
Outstanding
Recorded
Investment
Number of
contracts
Pre-
Modification
Weighted
Average Rate
Pre-
Modification
Weighted
Average
Term (in
Months)
(Dollars in thousands)
Post-
Modification
Outstanding
Recorded
Investment
Post-
Modification
Weighted
Average
Term (in
Months)
Post-
Modification
Weighted
Average Rate
Mortgage
Commercial
Consumer
Auto
$
148
5
370
22
19,130
2,070
5,357
319
5.85%
7.23%
15.69%
7.29%
376
$
56
66
70
17,991
2,070
5,398
326
5.09%
6.05%
11.50%
8.97%
345
67
74
44
Year Ended December 31, 2018
Pre-
Modification
Outstanding
Recorded
Investment
Number of
contracts
Pre-
Modification
Weighted
Average Rate
Pre-
Modification
Weighted
Average
Term (in
Months)
(Dollars in thousands)
Post-
Modification
Outstanding
Recorded
Investment
Post-
Modification
Weighted
Average
Term (in
Months)
Post-
Modification
Weighted
Average Rate
Mortgage
Commercial
Consumer
Auto
143 $
23
174
2
19,029
26,019
2,313
40
5.09%
5.75%
13.24%
10.42%
342 $
118
51
37
18,237
25,973
2,332
40
4.41%
5.64%
9.86%
10.28%
314
136
61
32
125
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table presents troubled-debt restructurings for which there was a payment default during the years ended December 31,
2020, 2019 and 2018:
Year ended December 31,
2020
2019
2018
Number of
Contracts
Recorded
Investment
Number of
Contracts
Recorded
Investment
Number of
Contracts
Recorded
Investment
Mortgage
Commercial
Consumer
Auto
9
-
1
-
$
$
$
$
1,345
-
2
-
(Dollars in thousands)
29
-
77
3
$
$
$
$
3,597
-
1,118
51
23
$
4 $
28
$
- $
3,262
2,141
341
-
Oriental offers various types of concessions when modifying a loan. Concessions made to the original contractual terms of the loan
typically consists of the deferral of interest and/or principal payments due to deterioration in the borrowers' financial condition. In
these cases, the principal balance on the TDR had matured and/or was in default at the time of restructure, and there were no
commitments to lend additional funds to the borrower during the years ended December 31, 2020, 2019, and 2018.
TDRs disclosed above were not related to Covid-19 modifications. As discussed in Note 1 to these financial statements, Section 4013
of CARES Act and the "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with
Customers Affected by the Coronavirus (Revised)" provided banks an option to elect to not account for certain loan modifications
related to Covid-19 as TDRs as long as the borrowers were not more than 30 days past due as of December 31, 2020 and at the time of
modification program implementation, respectively, and meets other applicable criteria. Oriental’s loan deferrals outstanding balances
at December 31, 2020 of approximately $95.7 million resulting from the Covid-19 pandemic were not classified as a TDR.
Collateral-dependent Loans
The table below present the amortized cost of collateral-dependent loans held for investment at December 31, 2020, by class of loans.
Commercial loans:
Commercial secured by real estate
Total loans
December 31,
2020
(In thousands)
$
$
29,279
29,279
PCD loans, except for single pooled loans, are not included in the table above as their unit of account is the loan pool.
126
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Credit Quality Indicators
Oriental categorizes its loans into loan grades based on relevant information about the ability of borrowers to service their debt, such
as economic conditions, portfolio risk characteristics, prior loss experience, and the results of periodic credit reviews of individual
loans.
Oriental uses the following definitions for loan grades:
Pass: Loans classified as “pass” have a well-defined primary source of repayment very likely to be sufficient, with no apparent
risk, strong financial position, minimal operating risk, profitability, liquidity and capitalization better than industry standards.
Special Mention: Loans classified as “special mention” have a potential weakness that deserves management’s close attention. If
left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the
institution’s credit position at some future date.
Substandard: Loans classified as “substandard” are inadequately protected by the current net worth and paying capacity of the
obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the
liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the
deficiencies are not corrected.
Doubtful: Loans classified as “doubtful” have all the weaknesses inherent in those classified as substandard, with the added
characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and
values, questionable and improbable.
Loss: Loans classified as “loss” are considered uncollectible and of such little value that their continuance as bankable assets is
not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not
practical or desirable to defer writing off this worthless loan even though partial recovery may be effected in the future.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass
loans.
127
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of December 31, 2020 and based on the most recent analysis performed, the risk category of loans subject to risk rating by class of
loans is as follows.
Term Loans
Amortized Cost Basis by Origination Year
2020
2019
2018
2017
2016
(In thousands)
Prior
Revolving
Loans
Amortized
Cost Basis
Total
124,249
112,274
125,824
102,032
5,233
758
-
-
10,592
183
-
-
81,338 $
11,771
8,923
-
-
$ 113,474 $ 105,156 $ 106,283 $
20,605
63
-
-
Commercial:
Commercial secured by
real estate:
Loan grade:
Pass
Special Mention
Substandard
Doubtful
Loss
Total commercial
secured by real estate
Other commercial and
industrial:
Loan grade:
Pass
Special Mention
Substandard
Doubtful
Loss
Total other commercial
and industrial:
US Loan Program:
Loan grade:
Pass
Special Mention
Substandard
Doubtful
Loss
Total US loan program:
Total commercial loans $ 585,352 $ 282,330 $ 336,006 $ 123,822 $
77,762
33,282
17,553
-
-
128,597
68,688
-
7,156
-
-
75,844
62,264
1,501
-
-
-
63,765
384,901
151
207
-
-
75,023
19,626
486
-
-
84,433
8,242
66
-
-
14,502
-
164
-
-
7,124
-
-
-
-
7,124
385,259
14,666
95,135
92,741
44,008 $ 187,189 $
8,514
584
-
-
3,090
23,746
77
-
30,686 $
37,680
7,331
-
-
668,134
97,485
41,588
77
-
53,106
214,102
75,697
807,284
8,326
-
2,809
-
-
7,922
3,337
119
-
-
300,429
23,732
2,122
65
-
875,536
55,088
5,973
65
-
11,135
11,378
326,348
936,662
-
-
-
-
-
-
314,162
36,033
24,709
-
-
374,904
64,241 $ 225,480 $ 501,619 $ 2,118,850
98,324
1,250
-
-
-
99,574
-
-
-
-
-
-
At December 31, 2020, the balance of revolving loans converted to term loans was $21.0 million.
Oriental considers the performance of the loan portfolio and its impact on the allowance for credit losses. For mortgage and consumer
loan classes, Oriental also evaluates credit quality based on the aging status of the loan, which was previously presented, and by
payment activity. The following table presents the amortized cost in mortgage and consumer loans based on payment activity as of
December 31, 2020:
128
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Term Loans
Amortized Cost Basis by Origination Year
2020
2019
2018
2017
2016
(In thousands)
Prior
Revolving
Loans
Converted
to
Term
Loans
Revolving
Loans
Amortized Amortized
Cost Basis Cost Basis
Total
Mortgage:
Payment
performance:
Performing
Nonperforming
Total mortgage
loans:
Consumer:
Personal loans:
Payment
performance:
Performing
Nonperforming
Total personal
loans
Credit lines:
Payment
performance:
Performing
Nonperforming
Total credit lines
Credit cards:
Payment
performance:
Performing
Nonperforming
Total credit cards
Overdrafts:
Payment
performance:
Performing
Nonperforming
Total overdrafts
Total consumer
loans
Total mortgage
and consumer
loans
$
14,842 $
-
20,516 $
347
27,359 $
722
33,088 $
894
38,637 $ 642,045 $
950
44,043
- $
-
- $ 776,487
46,956
-
14,842
20,863
28,081
33,982
39,587
686,088
88,653
201
115,295
591
58,009
492
28,424
318
13,565
134
7,181
394
88,854
115,886
58,501
28,742
13,699
7,575
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,531
1,274
43,805
54,599
1,586
56,185
305
-
305
88,854
115,886
58,501
28,742
13,699
7,575
100,295
-
-
-
-
-
-
-
-
-
-
-
-
-
-
823,443
311,127
2,130
313,257
42,531
1,274
43,805
54,599
1,586
56,185
305
-
305
413,552
$ 103,696 $ 136,749 $
86,582 $
62,724 $
53,286 $ 693,663 $ 100,295 $
- $ 1,236,995
129
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental evaluates credit quality for auto loans and leases based on FICO score. The following table presents the amortized cost in
auto loans and leases based on their most recent FICO score as of December 31, 2020:
Term Loans
Amortized Cost Basis by Origination Year
2020
2019
2018
2017
(In thousands)
2016
Prior
Total
121,878
84,673
173,834
21,512
112,476
68,698
214,287
42,597
97,725
44,633
164,205
33,305
56,935
23,308
85,743
18,127
$ 401,897 $ 438,058 $ 339,868 $ 184,113 $
30,307
13,571
45,947
9,656
99,481 $
441,681
22,360
243,914
9,031
716,193
32,177
7,284
132,481
70,852 $ 1,534,269
Auto:
FICO score:
1-660
661-699
700+
No FICO
Total auto:
Upon adoption of CECL, Oriental elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will
continue to account for these pools as a unit of account. As such, PCD loans are not included in the table above.
As of December 31, 2019, and based on the most recent analysis performed, the loan grading of gross loans, excluding loans
accounted for under ASC 310-30 subject to loan grade by class of loans was as follows:
December 31, 2019
Loan Grades
Balance
Outstanding
Pass
Special
Mention
Substandard
Doubtful
Loss
(In thousands)
Commercial
Commercial secured by real estate
Other commercial and industrial
US Loan Program
Total Commercial
$
$
866,706 $
723,526
272,595
1,862,827 $
762,443 $
706,831
262,745
1,732,019 $
55,870 $
6,634
9,850
72,354 $
48,357 $
9,960
-
58,317 $
36 $
101
-
137 $
December 31, 2019
Loan Grades
Balance
Special
Outstanding
Pass
Mention
Substandard
Doubtful
Loss
Retail
Mortgage
Consumer:
Personal loans
Personal lines of credit
Credit cards
Overdrafts
Auto
Total consumer loans
Total retail loans
$
899,595 $
805,486 $
- $
94,109 $
367,157
52,614
75,202
216
1,468,882
1,964,071
2,863,666 $
365,579
52,393
74,306
165
1,454,612
1,947,055
2,752,541 $
$
-
-
-
-
-
-
- $
1,578
221
896
51
14,270
17,016
111,125 $
- $
-
-
-
-
-
-
- $
130
-
-
-
-
-
-
-
-
-
-
-
-
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 7 – ALLOWANCE FOR CREDIT LOSSES
On January 1, 2020, Oriental adopted the new accounting standard that requires the measurement of the allowance for credit losses to
be based on management’s best estimate of lifetime expected credit losses inherent in Oriental’s relevant financial assets. Upon
adoption of the new accounting standard, Oriental recorded a $89.7 million increase in the allowance for credit losses on January 1,
2020. For Non-PCD loans, which represents 70% of the total loan portfolio, a $39.2 million allowance was recorded. For PCD loans,
which represents 30% of the total loan portfolio, a $50.5 million adjustment was made through the allowance and loan balances with
no impact in capital.
The allowance for credit losses is estimated using quantitative methods that consider a variety of factors such as historical loss
experience, the current credit quality of the portfolio as well as an economic outlook over the life of the loan. Also included in the
ACL are qualitative reserves to cover losses that are expected but, in Oriental's assessment, may not be adequately represented in the
quantitative methods or the economic assumptions. In its loss forecasting framework, Oriental incorporates forward-looking
information through the use of macroeconomic scenarios applied over the forecasted life of the assets. The scenarios that are chosen
each quarter and the amount of weighting given to each scenario depend on a variety of factors including recent economic events,
leading economic indicators, views of internal as well as third-party economists and industry trends. For more information on
Oriental's credit loss accounting policies, including the allowance for credit losses, see Note 1 – Summary of Significant Accounting
Policies.
As of January 1, 2020, Oriental used a probability weighted scenario approach as it is expected that Puerto Rico’s economic forecast
should be close to an average between the baseline, which represents the middle of all projections, and a moderate recession, which
places itself in the downside alternative. During the first quarter of 2020, there was a significant change in the economic outlook
impacting the allowance for credit losses, with key economic factors such as the unemployment rate and gross national product
projected to deteriorate sharply driven by the impact of Covid-19. In response to these changes, Oriental reassessed the selection and
probability weightings as well as analyzed various scenarios with immediate deterioration in economic variables followed by different
recovery assumptions as part of the process for setting the allowance for credit loss reserve. Based on these analyses, until the third
quarter of 2020, Oriental was fully weighted to a moderate recessionary economic environment within the forecast period. For the
fourth quarter, due to the recent trajectory of the virus and the expected federal funds from the fiscal relief package, our key economic
indicators show improvements in comparison with previous quarters. As a result, Oriental used the weighted approach based on the
Federal Package Relief's approval, which is consistent with the baseline scenario in contrast with the management view that the
inoculation process will take longer in Puerto Rico. These risks suggest that middle ground between baseline and a moderate recession
will be more likely to occur in the island’s near economic future. In addition, the allowance for credit losses at December 31,
2020 continues to include qualitative reserves for certain segments that Oriental views as higher risk that may not be fully recognized
through its quantitative models such as commercial loans concentrated in certain industries. As a result of these developments,
Oriental increased the provision for credit losses in the year ended December 31, 2020 by $39.1 million. There are still many
unknowns including the duration of the impact of Covid-19 on the economy and the results of the government fiscal and monetary
actions along with recently implemented payment deferral programs.
Loans acquired in the Scotiabank PR & USVI Acquisition were recognized at fair value as of December 31, 2019, which included the
impact of expected credit losses, and therefore, no allowance for credit losses was recorded at acquisition date.
131
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables present the activity in Oriental’s allowance for credit losses by segment for the years ended December 31, 2020,
2019 and 2018:
Non-PCD:
Balance at beginning of year
Impact of ASC 326 adoption
Provision for credit losses
Charge-offs
Recoveries
Balance at end of year
PCD:
Balance at beginning of year
Impact of ASC 326 adoption
Provision for credit losses
Charge-offs
Recoveries
Balance at end of year
Total allowance for credit losses at end
of year
Allowance for loan and lease losses,
excluding loans accounted for under ASC
310-30:
Balance at beginning of year
Provision (recapture) for credit losses
Charge-offs
Recoveries
Balance at end of year
Allowance for loan and lease losses for
acquired loans accounted for under ASC
310-30:
Balance at beginning of year
Provision (recapture) for credit losses
Allowance de-recognition
Balance at end of year
$
$
$
$
$
$
$
$
$
Commercial
Mortgage
Year Ended December 31, 2020
Consumer
(In thousands)
Auto
25,993 $
3,562
18,462
(4,979)
2,741
45,779 $
8,893 $
42,143
480
(36,097)
986
16,405 $
8,727 $
10,980
258
(884)
606
19,687 $
21,655 $
7,830
6,392
(10,342)
854
26,389 $
18,446 $
8,418
16,579
(21,772)
3,582
25,253 $
- $
181
126
(542)
292
57 $
31,878 $
16,238
51,233
(48,547)
19,494
70,296 $
947 $
368
187
(2,023)
1,464
943 $
Total
85,044
39,198
86,532
(76,182)
26,423
161,015
31,495
50,522
7,185
(49,004)
3,596
43,794
62,184 $
46,076 $
25,310 $
71,239 $
204,809
Year ended December 31, 2019
Mortgage
Commercial
Consumer
Auto and
Leasing
Total
(In thousands)
19,783 $
5,975
(18,564)
1,533
8,727 $
30,348 $
6,731
(12,196)
1,110
25,993 $
17,476 $
19,038
(20,435)
2,367
18,446 $
29,643 $
30,789
(47,498)
18,944
31,878 $
30,607 $
23,703
(32,655)
21,655 $
30,226 $
13,484
(34,817)
8,893 $
4 $
-
(4)
- $
6,144 $
(2,928)
(2,269)
947 $
97,250
62,533
(98,693)
23,954
85,044
66,981
34,259
(69,745)
31,495
Total allowance for loan and lease
$
losses at end of year
30,382 $
34,886 $
18,446 $
32,825 $
116,539
132
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Year Ended December 31, 2018
Mortgage
Commercial
Consumer
Auto and
Leasing
Total
(In thousands)
Allowance for loan and lease losses,
excluding loans accounted for under ASC
310-30:
Balance at beginning of year
Provision (recapture) for credit losses
Charge-offs
Recoveries
Balance at end of year
Allowance for loan and lease losses for
acquired loans accounted for under ASC
310-30:
Balance at beginning of year
Provision (recapture) for credit losses
Allowance de-recognition
Balance at end of year
$
$
$
$
Total allowance for loan and lease
$
losses at end of year
20,439 $
3,594
(5,297)
1,047
19,783 $
30,300 $
6,159
(6,788)
677
30,348 $
19,679 $
15,648
(20,088)
2,237
26,162 $
26,363
(43,057)
20,175
17,476 $
29,643 $
29,272 $
3,137
(1,802)
30,607 $
33,674 $
2,121
(5,569)
30,226 $
22 $
(18)
-
4 $
7,961 $
(887)
(930)
6,144 $
96,580
51,764
(75,230)
24,136
97,250
70,929
4,353
(8,301)
66,981
50,390 $
60,574 $
17,480 $
35,787 $
164,231
The following table presents the recorded investment, excluding loans accounted for under ASC 310-30, by segment for the year
ended December 31, 2019:
Mortgage
Commercial
Consumer
Auto and
Leasing
Total
December 31, 2019
(In thousands)
Allowance for loan and lease losses,
excluding loans accounted for under ASC
310-30:
Ending allowance balance attributable
to loans:
Individually evaluated for impairment
Collectively evaluated for impairment
Total ending allowance balance
Loans:
Individually evaluated for impairment
Collectively evaluated for impairment
Total ending loan balance
$
$
$
$
6,874 $
1,853
8,727
$
8,217 $
17,776
25,993
$
- $
- $
18,446
18,446
$
31,878
31,878
$
15,091
69,953
85,044
71,196 $
506,220
577,416 $
61,128 $
1,608,507
1,669,635 $
- $
- $
382,432
382,432 $
1,277,867
1,277,867 $
132,324
3,775,026
3,907,350
133
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 8 — FORECLOSED REAL ESTATE
The following tables present the activity related to foreclosed real estate for the years ended December 31, 2020, 2019 and 2018:
Balance at beginning of year
Additions
Sales
Decline in value
Other adjustments
Balance at end of year
NOTE 9 — PREMISES AND EQUIPMENT
Year Ended December 31,
2020
2019
2018
(In thousands)
$
$
29,909
3,654
(18,521)
(2,489)
(957)
11,596
$
$
33,768
22,406
(20,642)
(4,762)
(861)
29,909
$
$
44,174
20,011
(24,660)
(5,757)
-
33,768
Premises and equipment at December 31, 2020 and 2019 are stated at cost less accumulated depreciation and amortization as follows:
Land
Buildings and improvements
Leasehold improvements
Furniture and fixtures
Information technology and other
Less: accumulated depreciation and amortization
Useful Life
(Years)
December 31,
2020
2019
—
40
5 — 10
3 — 7
3 — 7
(In thousands)
4,363 $
75,974
22,439
17,517
40,273
160,566
(76,780)
83,786 $
4,363
74,840
21,358
16,686
29,230
146,477
(65,372)
81,105
$
$
Depreciation and amortization of premises and equipment totaled $12.7 million in 2020, $8.5 million in 2019 and $8.9 million in
2018. These are included in the consolidated statements of operations as part of occupancy and equipment expenses.
NOTE 10 - SERVICING ASSETS
At December 31, 2020, the servicing asset amounted to $47.3 million ($50.8 million — December 31, 2019) related to mortgage
servicing rights.
On December 31, 2019, Oriental completed the Scotiabank PR & USVI Acquisition, increasing its servicing assets by $40.5 million.
The impact of Covid-19 has been considered in the fair value for year ended December 31, 2020.
The following table presents the changes in servicing rights measured using the fair value method for the years ended December 31,
2020, 2019 and 2018:
134
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Fair value at beginning of year
Servicing from mortgage securitizations or asset transfers
Additions from servicing portfolio acquired
Changes due to payments on loans[1]
Changes in fair value due to changes in valuation model inputs or
assumptions
Fair value at end of year
[1] Represents changes due to collection/realization of expected cash flows over time.
$
$
2020
Year Ended December 31,
2019
(In thousands)
10,716
$
1,174
40,463
(906)
50,779
2,394
-
(4,067)
$
2018
9,821
1,481
-
(814)
(1,811)
47,295
$
(668)
50,779
$
228
10,716
The following table presents key economic assumption ranges used in measuring the mortgage-related servicing asset fair value for
the years ended December 31, 2020, 2019 and 2018:
Constant prepayment rate
Discount rate
Year Ended December 31,
2019
2018
2020
4.3% - 9.02%
5.02% - 35.22% 4.47% - 18.81%
10.00% - 15.50% 10.00% - 15.00% 10.00% - 12.00%
The sensitivity of the current fair value of servicing assets to immediate 10 percent and 20 percent adverse changes in the above key
assumptions were as follows:
Mortgage-related servicing asset
Carrying value of mortgage servicing asset
Constant prepayment rate
Decrease in fair value due to 10% adverse change
Decrease in fair value due to 20% adverse change
Discount rate
Decrease in fair value due to 10% adverse change
Decrease in fair value due to 20% adverse change
December 31, 2020
(In thousands)
$
$
$
$
$
47,295
(1,111)
(2,177)
(1,891)
(3,653)
These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10%
variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair
value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest
is calculated without changing any other assumption.
Changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower
prepayments), which may magnify or offset the sensitivities. Mortgage banking activities, a component of total banking and financial
service revenue in the consolidated statements of operations, include the changes from period to period in the fair value of the
mortgage loan servicing rights, which may result from changes in the valuation model inputs or assumptions (principally reflecting
changes in discount rates and prepayment speed assumptions) and other changes, including changes due to collection/realization of
expected cash flows.
Servicing fee income is based on a contractual percentage of the outstanding principal balance and is recorded as income when earned.
Servicing fees on mortgage loans for the years ended December 31, 2020, 2019 and 2018 totaled $17.2 million, $4.2 million and $4.1
million, respectively.
135
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 11 — DERIVATIVES
The following table presents Oriental’s derivative assets and liabilities at December 31, 2020 and 2019:
Derivative assets:
Interest rate caps
Derivative liabilities:
Interest rate swaps designated as cash flow hedges
Interest rate caps
Interest Rate Swaps
December 31,
2020
2019
(In thousands)
$
$
$
$
- $
- $
1,712 $
-
1,712 $
6
6
907
6
913
Oriental enters into interest rate swap contracts to hedge the variability of future interest cash flows of forecasted wholesale
borrowings attributable to changes in a predetermined variable index rate. The interest rate swaps effectively fix Oriental’s interest
payments on an amount of forecasted interest expense attributable to the variable index rate corresponding to the swap notional stated
rate. These swaps are designated as cash flow hedges for the forecasted wholesale borrowing transactions and are properly
documented as such; therefore, qualify for cash flow hedge accounting. Any gain or loss associated with the effective portion of the
cash flow hedges is recognized in other comprehensive income and is subsequently reclassified into operations in the period during
which the hedged forecasted transactions affect earnings. Changes in the fair value of these derivatives are recorded in accumulated
other comprehensive income to the extent there is no significant ineffectiveness in the cash flow hedging relationships. Currently,
Oriental does not expect to reclassify any amount included in other comprehensive income related to these interest rate swaps to
operations in the next twelve months.
The following table shows a summary of these swaps and their terms at December 31, 2020:
Type
Interest Rate Swaps
Notional
Amount
(In thousands)
$
30,259
$
30,259
Fixed
Rate
Variable
Rate Index
Trade
Date
Settlement
Date
Maturity
Date
2.4210% 1-Month LIBOR
07/03/13
07/03/13
08/01/23
Accumulated unrealized losses of $1.7 million and $907 thousand were recognized in accumulated other comprehensive income
related to the valuation of these swaps at December 31, 2020 and 2019, respectively, and the related liability is being reflected in the
consolidated statements of financial condition.
Interest Rate Caps
Oriental has entered into interest rate cap transactions with various clients with floating-rate debt who wish to protect their financial
results against increases in interest rates. In these cases, Oriental simultaneously enters into mirror-image interest rate cap transactions
with financial counterparties. None of these cap transactions qualify for hedge accounting, and therefore, they are marked to market
through earnings. As of December 31, 2020 and 2019, the outstanding total notional amount of interest rate caps was $40.4 million
and $41.5 million, respectively. At December 31, 2020 and 2019, the interest rate caps sold to clients represented a liability with zero
value and $6 thousand, respectively, and were included as part of derivative liabilities in the consolidated statements of financial
condition. At December 31, 2020 and 2019, the interest rate caps purchased as mirror-images represented an asset of zero value and
$6 thousand, respectively, and were included as part of derivative assets in the consolidated statements of financial condition.
136
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 12 — GOODWILL AND OTHER INTANGIBLE ASSETS
As of December 31, 2020 and 2019, Oriental had $86.1 million of goodwill allocated as follows: $84.1 million to the banking segment
and $2.0 million to the wealth management segment (refer to Note 30 for the definition of Oriental’s reportable business segments).
There were no changes in the carrying amount of goodwill for the years ended December 31, 2020, 2019 and 2018.
Goodwill recorded in connection with the BBVAPR Acquisition and the FDIC-assisted Eurobank Acquisition is not amortized to
expense but is tested at least annually for impairment. No goodwill was recorded in connection with the recent Scotiabank PR & USVI
Acquisition. A quantitative annual impairment test is not required if, based on a qualitative analysis, Oriental determines that the
existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. Oriental performs annual
goodwill impairment test as of October 31 and monitors for interim triggering events on an ongoing basis. Oriental tests for
impairment by first allocating its goodwill and other assets and liabilities, as necessary, to defined reporting segments. A fair value is
then determined for each reporting segment. If the fair values of the reporting segments exceed their book values, no write-down of
the recorded goodwill is necessary.
Reporting segment valuation is inherently subjective, with a number of factors based on assumptions and management judgments or
estimates. Actual values may differ significantly from such estimates. Among these are future growth rates for the reporting units,
selection of comparable market transactions, discount rates and earnings capitalization rates. Changes in assumptions and results due
to economic conditions, industry factors, and reporting unit performance and cash flow projections could result in different
assessments of the fair values of reporting segments and could result in impairment charges. If an event occurs or circumstances
change that would more likely than not reduce the fair value of a reporting segment below its carrying amount, an interim impairment
test is required.
Relevant events and circumstances for evaluating whether it is more likely than not that the fair value of a reporting segment is less
than its carrying amount may include macroeconomic conditions (such as a further deterioration of the Puerto Rico economy or the
liquidity for Puerto Rico securities or loans secured by assets in Puerto Rico), adverse changes in legal factors or in the business
climate, adverse actions by a regulator, unanticipated competition, the loss of key employees, natural disasters, or similar events.
Oriental performed its annual impairment review of goodwill during the fourth quarters of 2020 and 2019 using October 31, 2020 and
2019, respectively, as the annual evaluation dates and concluded that there was no impairment at December 31, 2020 and 2019.
In connection with reviewing our financial condition in light of the pandemic, we evaluated our assets, including goodwill and other
intangibles, for potential impairment. Based upon our review as of December 31, 2020, no impairments have been recorded.
The following table reflects the components of other intangible assets subject to amortization at December 31, 2020 and 2019:
December 31, 2020
Core deposit intangibles
Customer relationship intangibles
Other intangibles
Total other intangible assets
December 31, 2019
Core deposit intangibles
Customer relationship intangibles
Other intangibles
Total other intangible assets
Gross
Carrying
Amount
Accumulated
Amortization
(In thousands)
Net
Carrying
Value
$
$
$
$
51,402 $
16,419 $
17,753
567
7,124
283
69,722 $
23,826 $
51,402 $
8,217 $
17,753
567
4,540
-
69,722 $
12,757 $
34,983
10,629
284
45,896
43,185
13,213
567
56,965
137
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
In connection with the Eurobank FDIC-assisted acquisition, the BBVAPR Acquisition and the Scotiabank PR & USVI Acquisition,
Oriental recorded a core deposit intangible representing the value of checking and savings deposits acquired. At December 31, 2020,
this core deposit intangible amounted to $35.0 million. At December 31, 2019, core deposit intangible amounted to $43.2 million,
including $41.5 from the Scotiabank PR & USVI Acquisition. In addition, Oriental recorded a customer relationship intangible
representing the value of customer relationships acquired with the acquisition of a securities broker-dealer and insurance agency in the
BBVAPR Acquisition and an insurance agency in the Scotiabank PR & USVI Acquisitions. At December 31, 2020 this customer
relationship intangible amounted to $10.6 million. At December 31, 2019 customer relationship intangible amounted to $13.2 million,
including $12.7 million from the Scotiabank PR & USVI Acquisition. Oriental also recorded other intangibles from the Scotiabank PR
& USVI Acquisition which amounted to $284 thousand and $567 thousand at December 31, 2020 and 2019, respectively.
Other intangible assets have a definite useful life. Amortization of other intangible assets for the years ended December 31, 2020,
2019 and 2018 was $11.1 million, $1.2 million, and $1.3 million, respectively.
The following table presents the estimated amortization of other intangible assets for each of the following periods.
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
NOTE 13 — ACCRUED INTEREST RECEIVABLE AND OTHER ASSETS
Accrued interest receivable at December 31, 2020 and 2019 consists of the following:
Loans
Investments
(In thousands)
$
9,802
8,501
6,898
5,913
4,927
9,854
December 31,
2020
2019
(In thousands)
64,465 $
1,082
65,547 $
32,728
4,053
36,781
$
$
138
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental estimates expected credit losses on accrued interest receivable for loans that participated in the Covid-19 deferral programs.
An allowance has been established for loans with delinquency status in 30 to 89 days past due and is calculated by applying the
corresponding loan projected loss factors to the accrued interest receivable balance. At December 31, 2020, the allowance for credit
losses for accrued interest receivable for loans that participated in the Covid-19 deferral programs amounted to $711 thousand, and is
included in accrued interest receivable in the statement of financial condition.
Other assets at December 31, 2020 and 2019 consist of the following:
December 31,
2020
2019
Prepaid expenses
Other repossessed assets
Tax credits
Investment in Statutory Trust
Accounts receivable and other assets
$
$
$
(In thousands)
61,332
1,816
-
1,083
78,845
143,076
$
52,558
3,327
277
1,083
78,600
135,845
Prepaid expenses amounting to $61.3 million at December 31, 2020, include prepaid municipal, property and income taxes
aggregating to $54.3 million. At December 31, 2019 prepaid expenses amounted to $52.6 million, including prepaid municipal,
property and income taxes aggregating to $45.3 million, from which $31.9 million corresponded to the Scotiabank PR & USVI
Acquisition.
Other repossessed assets totaled $1.8 million and $3.3 million at December 31, 2020 and 2019, respectively, that consist mainly of
repossessed automobiles, which are recorded at their net realizable value.
NOTE 14— DEPOSITS AND RELATED INTEREST
Total deposits, including related accrued interest payable, as of December 31, 2020 and 2019 consist of the following:
Non-interest bearing demand deposits
Interest-bearing savings and demand deposits
Retail certificates of deposit
Institutional certificates of deposit
Total core deposits
Brokered deposits
Total deposits
December 31,
2020
2019
(In thousands)
2,259,048 $
4,274,586
1,540,406
292,485
8,366,525
49,115
8,415,640 $
1,675,315
3,718,846
1,781,237
279,714
7,455,112
243,498
7,698,610
$
$
Brokered deposits include $25.0 million in certificates of deposits and $24.1 million in money market accounts at December 31, 2020,
and $222.1 million in certificates of deposits and $21.4 million in money market accounts at December 31, 2019.
The weighted average interest rate of Oriental’s deposits was 0.80% and 0.86%, respectively, at December 31, 2020 and 2019. Interest
expense for the years ended December 31, 2020, 2019 and 2018 was as follows:
139
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Demand and savings deposits
Certificates of deposit
Year Ended December 31,
2019
2018
2020
$
$
$
25,798
34,400
60,198 $
$
14,925
24,430
39,355 $
12,478
20,475
32,953
At December 31, 2020 and 2019, time deposits in denominations of $250 thousand or higher, excluding accrued interest and
unamortized discounts, amounted to $628.4 million and $692.1 million, respectively.
At December 31, 2020 and 2019, total public fund deposits from various Puerto Rico government municipalities, agencies and
corporations amounted to $218.9 million and $278.7 million, respectively. These public funds were collateralized with commercial
loans and securities amounting to $242.8 million and $320.8 million at December 31, 2020 and 2019, respectively.
Excluding accrued interest of approximately $1.5 million and $11.7 million, the scheduled maturities of certificates of deposit at
December 31, 2020 and 2019 are as follows:
Within one year:
Three (3) months or less
Over 3 months through 1 year
Over 1 through 2 years
Over 2 through 3 years
Over 3 through 4 years
Over 4 through 5 years
December 31,
2020
2019
(In thousands)
$
$
379,563 $
805,117
1,184,680
328,336
177,701
75,094
90,590
1,856,401 $
314,796
881,183
1,195,979
732,421
175,032
89,148
78,706
2,271,286
The table of scheduled maturities of certificates of deposits above includes brokered-deposits and individual retirement accounts.
The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans amounted to $1.1 million and $1.0
million as of December 31, 2020 and 2019, respectively.
NOTE 15— BORROWINGS AND RELATED INTEREST
Securities Sold under Agreements to Repurchase
At December 31, 2019, securities underlying agreements to repurchase were delivered to, and held by, the counterparties with whom
the repurchase agreements were transacted. The counterparties agreed to resell to Oriental the same or similar securities at the maturity
of these agreements. The purpose of these transactions was to provide financing for Oriental’s securities portfolio.
At December 31, 2020, Oriental did not have repurchase agreements outstanding due to the maturing of $140 million during the year,
which were not renewed, and to $50 million which were terminated early.
140
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Short-term fixed-rate repurchase agreements, interest ranging from 1.85% to 2.70% (December 31, 2019) $
140,000
Long-term fixed-rate repurchase agreements, interest ranging from 1.85% to 2.86% (December 31, 2019)
Total assets sold under agreements to repurchase
$
50,000
190,000
Repurchase agreements’ maturities were as follows:
December 31,
2019
(In thousands)
Less than 90 days
Over 90-days
Total
The following securities were sold under agreements to repurchase:
December 31,
2019
(In thousands)
$
$
140,000
50,000
190,000
Underlying Securities
FNMA and FHLMC Certificates
Total
Advances from the Federal Home Loan Bank of New York
December 31, 2019
Amortized
Cost of
Underlying
Securities
Approximate
Fair Value
of Underlying
Securities
Weighted
Average
Interest Rate
of Security
Balance of
Borrowing
(Dollars in thousands)
$
$
204,225 $
204,225 $
190,000 $
190,000 $
204,068
204,068
2.98%
2.98%
Advances are received from the FHLB-NY under an agreement whereby Oriental is required to maintain a minimum amount of
qualifying collateral with a fair value of at least 110% of the outstanding advances. At December 31, 2020 and 2019, these advances
were secured by mortgage and commercial loans amounting to $1.159 billion and $1.060 billion, respectively. Also, at December 31,
2020 and 2019, Oriental had an additional borrowing capacity with the FHLB-NY of $814 million and $983 million, respectively. At
December 31, 2020 and 2019, the weighted average remaining maturity of FHLB’s advances was 18.2 months and 22.7 months,
respectively. The original terms of these advances range between one day and seven years, and the FHLB-NY does not have the right
to exercise put options at par on any advances outstanding as of December 31, 2020.
141
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table shows a summary of the advances and their terms, excluding accrued interest in the amount of $96 thousand and
$160 thousand at December 31, 2020 and 2019, respectively:
Short-term fixed-rate advances from FHLB, with a weighted average interest rate of 0.34%
(December 31, 2019 - from 1.85% to 2.59%)
Long-term fixed-rate advances from FHLB, with a weighted average interest rate from 2.92% to
3.24% (December 31, 2019 - from 2.92% to 3.24% )
Advances from FHLB mature as follows:
Under 90 days
Over one to three years
Over three to five years
Over five years
December 31,
2020
2019
(In thousands)
$
$
30,259 $
40,472
35,206
65,465 $
37,377
77,849
December 31,
2020
2019
(In thousands)
30,259 $
30,972
4,234
-
65,465 $
31,955
8,517
33,018
4,359
77,849
$
$
All of the advances referred to above with maturity dates up to the date of this report were renewed as one-month short-term advances.
Subordinated Capital Notes
Subordinated capital notes amounted to $36.1 million at December 31, 2020 and 2019, respectively.
In August 2003, the Statutory Trust II, a special purpose entity of Oriental, was formed for the purpose of issuing trust redeemable
preferred securities. In September 2003, $35.0 million of trust redeemable preferred securities were issued by the Statutory Trust II as
part of a pooled underwriting transaction.
The proceeds from this issuance were used by the Statutory Trust II to purchase a like amount of a floating rate junior subordinated
deferrable interest debenture issued by Oriental. The subordinated deferrable interest debenture has a par value of $36.1 million, bears
interest based on 3-month LIBOR plus 295 basis points (3.18% at December 31, 2020; 4.85.% at 2019), is payable quarterly, and
matures on September 17, 2033. It may be called at par after five years and quarterly thereafter (next call date March 2021). The trust
redeemable preferred securities have the same maturity and call provisions as the subordinated deferrable interest debenture. The
subordinated deferrable interest debenture issued by Oriental is accounted for as a liability denominated as a subordinated capital note
on the consolidated statements of financial condition.
The subordinated capital note is treated as Tier 1 capital for regulatory purposes. Under the Dodd-Frank Act and the Basel III capital
rules issued by the federal banking regulatory agencies in July 2013, bank holding companies are prohibited from including in their
Tier 1 capital hybrid debt and equity securities, including trust preferred securities, issued on or after May 19, 2010. Any such
instruments issued before May 19, 2010 by a bank holding company, such as Oriental, with total consolidated assets of less than $15
billion as of December 31, 2009, may continue to be included as Tier 1 capital. Therefore, Oriental is permitted to continue to include
its existing trust preferred securities as Tier 1 capital.
142
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 16 – OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES
Oriental’s derivatives are subject to agreements which allow a right of set-off with each respective counterparty. In
addition, Oriental’s securities purchased under agreements to resell and securities sold under agreements to repurchase
have a right of set-off with the respective counterparty under the supplemental terms of the master repurchase agreements.
In an event of default, each party has a right of set-off against the other party for amounts owed in the related agreements
and any other amount or obligation owed in respect of any other agreement or transaction between them. Security
collateral posted to open and maintain a master netting agreement with a counterparty, in the form of cash and securities,
may from time to time be segregated in an account at a third-party custodian pursuant to an account control agreement.
The following table presents the potential effect of rights of set-off associated with Oriental’s recognized financial assets
and liabilities at December 31, 2020 and 2019:
December 31, 2019
Gross Amounts Not Offset in
the Statement of Financial
Condition
Gross
Amounts
Offset in the
Net amount
of
Assets
Presented
Statement of
in Statement
Cash
Financial
Condition
of Financial
Condition
Financial
Instruments
Collateral
Received
Net
Amount
Gross
Amount
of Recognized
Assets
Derivatives
$
6 $
- $
(In thousands)
6 $
- $
- $
6
143
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
December 31, 2020
Gross
Amounts
Offset in the
Statement of
Financial
Condition
Net Amount of
Liabilities
Presented
in Statement
of Financial
Condition
Gross Amount
of Recognized
Liabilities
Gross Amounts Not Offset in the
Statement of Financial Condition
Financial
Instruments
Cash
Collateral
Provided
Net
Amount
Derivatives
Total
$
$
1,712 $
1,712 $
- $
- $
(In thousands)
1,712 $
1,712 $
- $
- $
- $
- $
1,712
1,712
December 31, 2019
Gross
Amounts
Offset in the
Statement of
Financial
Condition
Net Amount of
Liabilities
Presented
in Statement
of Financial
Condition
Gross Amount
of Recognized
Liabilities
Gross Amounts Not Offset in the
Statement of Financial Condition
Financial
Instruments
Cash
Collateral
Provided
Net
Amount
Derivatives
Securities sold under
agreements to repurchase
Total
$
$
913 $
190,000
190,913 $
- $
-
- $
(In thousands)
913 $
-
190,000
190,913 $
204,068
204,068 $
- $
-
- $
913
(14,068)
(13,155)
144
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 17 — EMPLOYEE BENEFIT PLAN
Oriental has a profit-sharing plan containing a cash or deferred arrangement qualified under Sections 1081.01(a) and 1081.01(d) of the
Puerto Rico Internal Revenue Code of 2011, as amended, (the “PR Code”), and Sections 401(a) and 401(k) of the United States
Internal Revenue Code of 1986, as amended (the “US Code”). The plan is subject to the provisions of Title I of the Employee
Retirement Income Security Act of 1976, as amended (“ERISA”). This plan covers all full-time employees of Oriental who are age 21
or older. Under this plan, participants may contribute each year up to $19,500. Oriental's matching contribution is 50 cents for each
dollar contributed by an employee, up to 4% of such employee’s base salary. It is invested in accordance with the employee’s decision
among the available investment alternatives provided by the plan. This plan is entitled to acquire and hold qualifying employer
securities as part of its investment of the trust assets pursuant to ERISA Section 407. Oriental contributed $2.3 million, $923 thousand
and $856 thousand in cash during 2020, 2019 and 2018, respectively. Oriental’s contribution becomes 100% vested once the
employee completes three years of service. In December 2020, all the balances related to the Retirement Plan for Scotiabank de Puerto
Rico employee accounts were merged into the plan.
Also, Oriental offers to its senior management a non-qualified deferred compensation plan, where executives can defer taxable
income. Both the employer and the employee have flexibility because non-qualified plans may not be subject to ERISA nor the PR
Code and the US Code contribution limits and discrimination tests in terms of who must be included in the plan. Under this plan, the
employee’s current taxable income is reduced by the amount being deferred. Generally, funds deposited in a deferred compensation
plan can accumulate without current income tax to the individual. Income taxes are due when the funds are withdrawn.
NOTE 18 — RELATED PARTY TRANSACTIONS
Oriental grants loans to its directors, executive officers and to certain related individuals or organizations in the ordinary course of
business. These loans are offered at the same terms as loans to unrelated third parties. The activity and balance of these loans for the
years December 31, 2020, 2019, and 2018 was as follows:
Year Ended December 31,
2019
2018
2020
Balance at the beginning of year
New loans and disbursements
Repayments
Balance at the end of year
$
$
(In thousands)
$
22,312
17,896
(19,096)
21,112
$
28,520
203
(6,411)
22,312
$
$
28,138
10,388
(10,006)
28,520
Oriental also hires professional services amounting to $3.2 million, $3.7 million and $3.8 million for the year ended December 31,
2020, 2019, and 2018, respectively, from a related party.
145
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 19 — INCOME TAXES
Oriental is subject to the provisions of the PR Code. For 2020, the PR Code imposed a maximum statutory corporate tax rate of
37.5%. Oriental has operations in the U.S. through its wholly owned subsidiary OPC, a retirement plan administration based in
Florida; also in March 2019, Oriental formed a new subsidiary, OFG Ventures, based in Missouri. In addition, in October 2017,
Oriental expanded its operations in U.S. through the Bank's wholly owned subsidiary OFG USA. These subsidiaries are subject to
state and federal taxes. OPC is subject to Florida state taxes, OFG Ventures is subject to Missouri state taxes and OFG USA is subject
to North Carolina state taxes. OFG Ventures and OFG USA elected to be classified as a corporation for federal income tax purposes.
Under the PR Code, all companies are treated as separate taxable entities and are not entitled to file consolidated tax returns. Oriental
and its subsidiaries are subject to Puerto Rico regular income tax or the alternative minimum tax (“AMT”) on income earned from all
sources. The AMT is payable if it exceeds regular income tax. The excess of AMT over regular income tax paid in any one year may
be used to offset regular income tax in future years, subject to certain limitations.
The components of income tax expense for the years ended December 31, 2020, 2019, and 2018 are as follows:
Current income tax (benefit) expense
Deferred income tax expense (benefit)
Total income tax expense
2020
Year Ended December 31,
2019
(In thousands)
2018
$
$
(7,347) $
27,846
20,499 $
25,477 $
(4,068)
21,409 $
33,618
14,772
48,390
In relation to the exempt income level, the Bank’s investment securities portfolio and loans portfolio generated net tax-exempt interest
income of $15.2 million at 2020, $11.8 million at 2019 and $11.0 million at 2018. OIB generated exempt income of $4.1 million,
$10.3 million and $5.3 million for 2020, 2019, and 2018, respectively.
Oriental maintained an effective tax rate lower than statutory rate for the year ended December 31, 2020, mainly by investing in tax-
exempt obligations, doing business through its international banking entities and by expanding its subsidiary operations in the U.S.,
which are taxed at a lower rate.
Oriental’s income tax expense differs from amounts computed by applying the applicable statutory rate to income before income taxes
as follows:
146
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2020
Amount
Rate
Year Ended December 31,
2019
Amount
Rate
(Dollars in thousands)
2018
Amount
Rate
$
Income tax expense at statutory
rates
Tax of exempt income, net
Disallowed net operating loss
carryover
Change in valuation allowance
Unrecognized tax benefits, net
Capital gain at preferential rate
Effect of change in tax rate
Tax rate difference (ordinary vs
capital)
Bargain purchase gain
Other items, net
35,567
(7,272)
202
2,267
(1,941)
(450)
-
(4,218)
(2,751)
(905)
$
37.51%
-7.67%
0.21%
2.39%
-2.05%
-0.47%
0.00%
-4.45%
-2.90%
-0.95%
28,219
(8,728)
384
1,217
1,794
(265)
-
-
(118)
(1,094)
37.50%
-11.60%
$
0.51%
1.62%
2.38%
-0.35%
0.00%
0.00%
-0.16%
-1.44%
51,792
(6,645)
269
1,504
(386)
(20)
4,069
-
-
(2,193)
39.00%
-5.01%
0.20%
1.13%
-0.29%
-0.02%
3.06%
0.00%
0.00%
-1.63%
Income tax expense
$
20,499
21.60%
$
21,409
28.50%
$
48,390
36.40%
Oriental’s effective tax rate for the year ended December 31, 2020 was 21.62%, and it was mainly affected by several items pertaining
to the year 2020, and not expected to reoccur on future years, such as the bargain purchase gain and tax rate differentials. For the years
ended December 31, 2019 and 2018, the effective tax rate was 28.46% and 36.44%, respectively. On December 10, 2018, the Puerto
Rico government enacted No. Act 257-2018 introducing several amendments to the PR Code. Some of the most relevant income tax
changes include: a reduction of the maximum corporate income tax rate to 37.5%, from 39%, and a restriction of the use of
partnership gains to offset current and accumulated operating losses generated by a corporate partner.
Oriental classifies unrecognized tax benefits in other liabilities. These gross unrecognized tax benefits would affect the effective tax
rate if realized. At December 31, 2020, the amount of unrecognized tax benefits was $728 thousands (December 31, 2019 - $2.7
million). Oriental had accrued $50 thousand at December 31, 2020 (December 31, 2019 - $51 thousand) for the payment of interest
and penalties relating to unrecognized tax benefits and released $2.0 million due to expiration of statute of limitation.
The following table presents a reconciliation of unrecognized tax benefits:
Balance at beginning of year
Additions for tax positions of prior years
Additions due to new tax positions
Reduction for tax positions as a result of lapse of statute of limitations or new
information resulting in a change in assessment
Balance at end of year
2020
Year Ended December 31,
2019
(In thousands)
2018
$
$
2,668 $
50
-
875 $
51
2,181
(1,990)
(439)
728 $
2,668 $
1,260
81
-
(466)
875
Oriental follows a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will
be sustained on audit, including resolution of related appeals of litigation processes, if any. The second step is to measure the tax
benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The amount of unrecognized tax
benefits may increase or decrease in the future due to new or current tax year positions, expiration of open income tax returns, changes
in management’s judgment about the level of uncertainty, status of examinations, litigations and legislative activity. For 2020 there
was a net decrease in unrecognized tax benefit of $1.9 million.
147
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The statute of limitations under the PR Code is four years and the statute of limitations for federal tax purposes is three years, after a
tax return is due or filed, whichever is later. Oriental is potentially subject to income tax audits in the Commonwealth of Puerto Rico
for taxable years 2016 to 2019, until the applicable statute of limitations expires. In addition, Oriental’s US subsidiaries are potentially
subject to income tax audits by the IRS for taxable years 2017 to 2019. Tax audits by their nature are often complex and can require
several years to complete.
The determination of the deferred tax expense or benefit is generally based on changes in the carrying amounts of assets and liabilities
that generate temporary differences. The carrying value of Oriental’s net deferred tax assets assumes that Oriental will be able to
generate sufficient future taxable income based on estimates and assumptions. If these estimates and related assumptions change in the
future, Oriental may be required to record valuation allowances against its deferred tax assets resulting in additional income tax
expense in the consolidated statements of operations. Significant components of Oriental’s deferred tax assets and liabilities as of
December 31, 2020, and 2019 were as follows:
Deferred tax asset:
Allowance for loan and lease losses and other reserves
$
Scotiabank PR discount
Loans and other real estate valuation adjustment
Deferred loan charge-offs
Net operating loss carry forwards
Alternative minimum tax
Unrealized net loss included in other comprehensive income
Deferred loan origination income, net
Goodwill
Acquired portfolio
Other assets allowances
Other deferred tax assets
Total gross deferred tax asset
Less: valuation allowance
Net gross deferred tax assets
Deferred tax liability:
Acquired loans tax basis
FDIC-assisted Eurobank acquisition, net
Customer deposit and customer relationship intangibles
Building valuation adjustment
Unrealized net gain on available-for-sale securities
Servicing asset
Other deferred tax liabilities
Total gross deferred tax liabilities
December 31,
2020
2019
(In thousands)
83,578
$
5,461 $
5,769
140,445
7,947
15,513
642
5,147
23,927
52,301
525
24,767
366,022
(8,842)
357,180
(135,816)
(9,171)
(13,823)
(7,412)
(2,106)
(14,682)
(11,692)
(194,702)
75,747
15,499
6,874
144,799
7,785
25,123
340
11,303
30,408
51,079
457
23,506
392,920
(6,585)
386,335
(146,496)
(14,004)
(17,838)
(7,848)
(82)
(15,988)
(7,339)
(209,595)
Net deferred tax asset
$
162,478
$
176,740
148
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of December 31, 2020 and 2019, Oriental's net deferred tax asset, net of a valuation allowance of $8.8 million and $6.6 million,
respectively, amounted to $162.5 million and $176.7 million, respectively. The deferred tax assets as of December 31, 2019 include
acquisition related deferred tax assets of $59.9 million. The acquisition of SBPR was a nontaxable transaction where the historical tax
bases of the acquired business carries over to the acquirer; the historical tax bases include a tax-deductible goodwill from prior
acquisitions of SBPR with a deferred tax asset of $30.4 million. Also, as part of the acquisition of Scotiabank, certain closing
agreements were transferred to Oriental in connection with the preferential tax treatment, and other provisions, applicable to a loan
portfolio formerly acquired by SBPR. The increase in valuation allowance of $2.3 million was mainly related to the realizability of the
Holding company’s deferred tax assets. In assessing the realizability of the deferred tax asset, management considers whether it is
more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax
asset is dependent upon the generation of future income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future income, and tax planning strategies in
making this assessment. Based upon the assessment of positive and negative evidence, the level of historical taxable income,
projections for future taxable income over the periods in which the deferred tax asset are deductible, and provisions of certain closing
agreements, management believes it is more likely than not that Oriental will realize the benefits of these deductible differences, net of
the existing valuation allowances, at December 31, 2020. The amount of the deferred tax asset considered realizable, however, could
be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.
NOTE 20 — REGULATORY CAPITAL REQUIREMENTS
Regulatory Capital Requirements
Oriental (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by federal and
Puerto Rico 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 Oriental’s financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective action, Oriental 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 classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
Pursuant to the Dodd-Frank Act, federal banking regulators adopted capital rules based on the framework of the Basel Committee on
Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”),
which became effective January 1, 2015 for Oriental and the Bank (subject to certain phase-in periods through January 1, 2019) and
that replaced their general risk-based capital rules, advanced approaches rule, market risk rule, and leverage rules. Among other
matters, the Basel III capital rules: (i) introduce a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory
capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital”
instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be
made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital
as compared to prior regulations. The Basel III capital rules prescribe a new standardized approach for risk weightings that expand the
risk-weighting categories from the previous four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-
sensitive number of categories, depending on the nature of the assets, and resulting in higher risk weights for a variety of asset classes.
Pursuant to the Basel III capital rules, the minimum capital ratios requirements are as follows:
4.5% CET1 to risk-weighted assets;
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known
as the “leverage ratio”).
149
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
In July 2019, the federal banking regulatory agencies adopted a final rule, pursuant to the Economic Growth and Regulatory
Paperwork Reduction Act of 1996 that simplifies for non-advanced approaches banking organizations simplifies the regulatory capital
treatment for mortgage servicing assets (“MSAs”) and certain deferred tax assets arising from temporary differences (temporary
difference DTAs). It increases CET1 capital threshold deductions from 10% to 25% and removes the aggregate 15% CET1 threshold
deduction. However, it retains the 250% risk weight applicable to non-deducted amounts of MSAs and temporary difference DTAs. In
November 2019, the agencies jointly issued a final rule that permits insured depository institutions and depository institution holding
companies to implement the simplifications to the capital rule on January 1, 2020, rather than April 1, 2020. These banking
organizations may elect to use the revised effective date of January 1, 2020 or wait until the quarter beginning April 1, 2020. Oriental
elected to early implement the simplifications to the capital rule on January 1, 2020. The simplification rule increased the capital
ratios.
On January 1, 2020, Oriental adopted CECL with the initial implementation adjustment to Non-PCD loans and off-balance sheet
instruments against retained earnings. On March 27, 2020, in response to the Covid-19 pandemic, U.S. banking regulators issued an
interim final rule that Oriental adopted to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a
three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year
transition period). During the two-year delay, Oriental will add back to CET1 capital 100 percent of the initial adoption impact of
CECL plus 25 percent of the cumulative quarterly changes in the allowance for credit losses (i.e., quarterly transitional amounts).
After two years, starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be
phased out of CET1 capital over the three-year period. For more information, see Note 1 – Significant Accounting Policies.
As of December 31, 2020 and 2019, Oriental and the Bank met all capital adequacy requirements to which they are subject. As of
December 31, 2020 and 2019, Oriental and the Bank are “well capitalized” under the regulatory framework for prompt corrective
action. To be categorized as “well capitalized,” an institution must maintain minimum CET1 risk-based, Tier 1 risk-based, total risk-
based, and Tier 1 leverage ratios as set forth in the tables presented below.
150
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental’s and the Bank’s actual capital amounts and ratios as of December 31, 2020 and 2019 are as follows:
Actual
Amount
Ratio
Minimum Capital
Requirement (including
capital conservation buffer)
Amount
Ratio
(Dollars in thousands)
Minimum to be Well
Capitalized
Amount
Ratio
1,096,766
16.04% $
717,974
10.50% $
683,785
10.00%
1,010,945
14.78% $
581,217
8.50% $
547,028
894,075
13.08% $
478,649
7.00% $
444,460
1,010,945
10.30% $
392,424
4.00% $
490,530
8.00%
6.50%
5.00%
937,962
13.91% $
707,789
10.50% $
674,085
10.00%
852,311
12.64% $
572,972
8.50% $
539,268
735,441
10.91% $
471,859
7.00% $
438,155
852,311
9.24% $
369,151
4.00% $
461,438
8.00%
6.50%
5.00%
Actual
Amount
Ratio
Minimum Capital
Requirement (including
capital conservation buffer)
Amount
Ratio
(Dollars in thousands)
Minimum to be Well
Capitalized
Amount
Ratio
1,044,275
15.32% $
714,480
10.50% $
680,457
10.00%
786,731
14.06% $
578,388
8.50% $
544,366
956,845
14.06% $
476,320
7.00% $
442,297
956,845
9.81% $
390,304
4.00% $
487,879
8.00%
6.50%
5.00%
898,812
13.36% $
706,800
10.50% $
672,848
10.00%
813,444
12.09% $
572,230
8.50% $
538,279
813,444
12.09% $
471,303
7.00% $
437,351
813,444
8.85% $
367,537
4.00% $
459,421
8.00%
6.50%
5.00%
OFG Bancorp Ratios
As of December 31, 2020
Total capital to risk-weighted
assets
Tier 1 capital to risk-weighted
assets
Common equity tier 1 capital to
risk-weighted assets
Tier 1 capital to average total
assets
As of December 31, 2019
Total capital to risk-weighted
assets
Tier 1 capital to risk-weighted
assets
Common equity tier 1 capital to
risk-weighted assets
Tier 1 capital to average total
assets
$
$
$
$
$
$
$
$
Bank Ratios
As of December 31, 2020
Total capital to risk-weighted
assets
Tier 1 capital to risk-weighted
assets
Common equity tier 1 capital to
risk-weighted assets
Tier 1 capital to average total
assets
As of December 31, 2019
Total capital to risk-weighted
assets
Tier 1 capital to risk-weighted
assets
Common equity tier 1 capital to
risk-weighted assets
Tier 1 capital to average total
assets
$
$
$
$
$
$
$
$
151
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 21 – EQUITY-BASED COMPENSATION PLAN
The Omnibus Plan provides for equity-based compensation incentives through the grant of stock options, stock appreciation rights,
restricted stock, restricted stock units, and dividend equivalents, as well as equity-based performance awards.
The activity in outstanding options for the years ended December 31, 2020, 2019, and 2018 is set forth below:
Year Ended December 31,
2020
2019
2018
Number
Of
Options
634,294
$
-
(119,500)
(33,350)
481,444
$
Weighted
Average
Exercise
Price
14.60
-
12.36
15.42
15.10
Number
Of
Options
739,326
$
-
(105,032)
-
634,294
$
Weighted
Average
Exercise
Price
14.28
-
12.32
-
14.60
Number
Of
Options
845,619
$
-
(101,268)
(5,025)
739,326
$
Weighted
Average
Exercise
Price
14.14
-
13.41
17.08
14.28
Beginning of year
Options granted
Options exercised
Options forfeited
End of year
The following table summarizes the range of exercise prices and the weighted average remaining contractual life of the options
outstanding at December 31, 2020:
Range of Exercise Prices
11.27 to 14.08
14.09 to 16.90
16.91 to 19.71
Outstanding
Exercisable
Weighted
Average
Contract Life
Remaining
Weighted
Average
Exercise Price
(Years)
11.83
15.40
17.44
15.10
1.0
2.7
4.2
2.7
Number of
Options
118,894
224,700
137,850
481,444
$
Number of
Options
Weighted
Average
Exercise Price
118,894
224,700
137,850
481,444 $
11.83
15.40
17.44
15.10
Aggregate Intrinsic Value
$
1,655,880
$
1,655,880
There were no options granted during 2020, 2019 and 2018. The average fair value of each option granted would have been estimated
at the date of the grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model was developed for use
in estimating the fair value of traded options that have no restrictions and are fully transferable and negotiable in a free trading market.
Black-Scholes does not consider the employment, transfer or vesting restrictions that are inherent in Oriental’s stock options. Use of
an option valuation model, as required by GAAP, includes highly subjective assumptions based on long-term predictions, including
the expected stock price volatility and average life of each option grant.
152
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes the activity in restricted units under the Omnibus Plan for the years ended December 31, 2020, 2019
and 2018:
2020
Year Ended December 31,
2019
Weighted
Average
Grant Date
Fair Value
15.32
16.82
14.74
15.93
15.58
Restricted
Units
379,150 $
257,850
(102,525)
(4,705)
529,770 $
Restricted
Units
254,050 $
125,100
-
-
379,150 $
Beginning of year
Restricted units granted
Restricted units lapsed
Restricted units forfeited
End of year
Weighted
Average
Grant Date
Fair Value
2018
Weighted
Average
Grant Date
Fair Value
Restricted
Units
12.50
21.36
-
-
15.32
105,800 $
176,250
(24,017)
(3,983)
254,050 $
14.19
12.12
17.12
12.48
12.50
The total unrecognized compensation cost related to non-vested restricted units to members of management at December 31, 2020 was
$3.9 million and is expected to be recognized over a weighted-average period of 1.5 years.
NOTE 22 – STOCKHOLDERS’ EQUITY
Preferred Stock and Common Stock
At both December 31, 2020 and 2019, preferred and common stock paid-in capital amounted $92.0 million and $59.9 million,
respectively.
Additional Paid-in Capital
Additional paid-in capital represents contributed capital in excess of par value of common and preferred stock net of the costs of
issuance. As of both December 31, 2020 and 2019, accumulated issuance costs charged against additional paid-in capital amounted to
$13.6 million and $10.1 million for common and preferred stock, respectively.
Legal Surplus
The Puerto Rico Banking Act requires that a minimum of 10% of the Bank’s net income for the year be transferred to a reserve fund
until such fund (legal surplus) equals the total paid in capital on common and preferred stock. At December 31, 2020 and 2019, the
Bank’s legal surplus amounted to $103.3 million and $95.8 million, respectively. The amount transferred to the legal surplus account
is not available for the payment of dividends to shareholders.
Treasury Stock
Under Oriental’s current stock repurchase program, it is authorized to purchase in the open market up to $5.5 million of its
outstanding shares of common stock. The shares of common stock repurchased are to be held by Oriental as treasury shares. During
the year ended December 31, 2020, Oriental repurchased 175,000 shares under this program for a total of $2.2 million, at an average
price of $12.69 per share. During years ended December 31, 2019 and 2018, Oriental did not repurchase any shares under the
program.
At December 31, 2020 the number of shares that may yet be purchased under the $70 million program is estimated at 297,219 and was
calculated by dividing the remaining balance of $5.5 million by $18.54 (closing price of Oriental’s common stock at December 31,
2020). Oriental did not purchase any shares of its common stock during the years ended December 31, 2020, 2019 and 2018, other
than through its publicly announced stock repurchase program.
153
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The activity in connection with common shares held in treasury by Oriental for the years ended December 31, 2020, 2019 and 2018 is
set forth below:
2020
Dollar
Amount
Shares
Year Ended December 31,
2019
Shares
Dollar
Amount
(In thousands, except shares data)
2018
Shares
Dollar
Amount
$
8,486,278
$
102,339
8,591,310
$
103,633
$
8,678,427
$
104,502
(163,115)
(1,616)
(105,032)
(1,294)
(87,117)
(869)
175,000
8,498,163
$
$
2,226
102,949
-
8,486,278
$
-
102,339
$
-
8,591,310
$
-
103,633
Beginning of year
Common shares used upon
lapse of restricted stock units
and options
Common shares repurchased
as part of the stock
repurchase program
End of year
NOTE 23 - ACCUMULATED OTHER COMPREHENSIVE INCOME
Accumulated other comprehensive income, net of income taxes, as of December 31, 2020 and 2019 consisted of:
Unrealized loss on securities available-for-sale which are not
other-than-temporarily impaired
Income tax effect of unrealized loss on securities available-for-sale
Net unrealized gain on securities available-for-sale which are not
other-than-temporarily impaired
Unrealized (loss) gain on cash flow hedges
Income tax effect of unrealized (loss) gain on cash flow hedges
Net unrealized (loss) gain on cash flow hedges
December 31,
2020
2019
(In thousands)
$
$
14,262
(2,170)
12,092
(1,711)
641
(1,070)
(306)
(135)
(441)
(907)
340
(567)
Accumulated other comprehensive (loss), net of income taxes
$
11,022
$
(1,008)
At December 31, 2019, unrealized losses on available-for-sale securities included $12.0 million, net of tax effect of the adoption of
ASU No. 2017-12, from reclassification of all of its mortgage backed securities with carrying value of $424.7 million, from the held-
to-maturity portfolio into the available-for-sale portfolio.
154
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table presents changes in accumulated other comprehensive income by component, net of taxes, for years ended
December 31, 2020, 2019 and 2018:
Year Ended December 31, 2020
Net unrealized Net unrealized Accumulated
loss on
cash flow
other
comprehensive
gains on
Securities
available-for-
sale
hedges
(loss) income
(In thousands)
Beginning balance
Other comprehensive income (loss) before reclassifications
Amounts reclassified out of accumulated other comprehensive income
Other comprehensive income (loss)
Ending balance
$
$
(441) $
7,803
4,730
12,533
12,092 $
(567) $
(2,491)
1,988
(503)
(1,070) $
(1,008)
5,312
6,718
12,030
11,022
Year Ended December 31, 2019
Net unrealized Net unrealized Accumulated
loss on
cash flow
other
comprehensive
gains on
Securities
available-for-
sale
hedges
(loss) income
(In thousands)
Beginning balance
Transfer of securities held-to-maturity to available-for-sale
Other comprehensive income (loss) before reclassifications
Amounts reclassified out of accumulated other comprehensive income
Other comprehensive income (loss)
Ending balance
$
$
(10,972) $
(12,041)
14,335
8,237
10,531
(441) $
9 $
-
(2,442)
1,866
(576)
(567) $
(10,963)
(12,041)
11,893
10,103
9,955
(1,008)
Year Ended December 31, 2018
Net unrealized Net unrealized Accumulated
loss on
cash flow
other
comprehensive
gains on
Securities
available-for-
sale
hedges
(loss) income
(In thousands)
Beginning balance
Other comprehensive loss before reclassifications
Amounts reclassified out of accumulated other comprehensive income (loss)
Other comprehensive income (loss)
Ending balance
$
$
(2,638) $
(8,104)
(230)
(8,334)
(10,972) $
(311) $
(1,555)
1,875
320
9 $
(2,949)
(9,659)
1,645
(8,014)
(10,963)
155
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table presents reclassifications out of accumulated other comprehensive income for the years ended December 31,
2020, 2019 and 2018:
Amount reclassified out of accumulated other
comprehensive income
Year Ended December 31,
2020
2019
(In thousands)
2018
Affected Line
Item in
Consolidated
Statement of
Operations
$
1,988
$
1,866
$
Net interest
expense
1,875
4,728
-
8,274
-
-
5
$
2
6,718 $
(37)
10,103 $
(235)
1,645
Net gain on sale
of securities
Income tax
expense
Income tax
expense
Cash flow hedges:
Interest-rate contracts
Available-for-sale securities:
Gain on sale of investments
Residual tax effect from OIB's change in applicable tax rate
Tax effect from changes in tax rates
NOTE 24 – EARNINGS PER COMMON SHARE
The calculation of earnings per common share for the years ended December 31, 2020, 2019 and 2018 is as follows:
Net income
Less: Dividends on preferred stock
Non-convertible preferred stock (Series A, B, and D)
Convertible preferred stock (Series C)
Income available to common shareholders
Effect of assumed conversion of the convertible preferred stock
Income available to common shareholders assuming conversion
Average common shares outstanding
Effect of dilutive securities:
Average potential common shares-options
Average potential common shares-assuming conversion of convertible
preferred stock
Total weighted average common shares outstanding and equivalents
Earnings per common share - basic
Earnings per common share - diluted
Year Ended December 31,
2018
2019
2020
(In thousands, except per share data)
$
74,327
$
53,841
$
84,410
(6,512)
-
67,815
-
67,815
$
$
(6,512)
-
47,329
-
47,329
$
$
(6,511)
(5,513)
72,386
5,513
77,899
51,358
51,335
45,400
197
-
51,555
384
-
51,719
1.32
$
0.92
$
142
5,807
51,349
1.59
1.32
$
0.92
$
1.52
$
$
$
$
156
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
During the fourth quarter of 2018, Oriental converted all of its 84,000 outstanding shares of Series C Preferred Stock into common
stock. Each Series C Preferred Stock share was converted into 86.4225 shares of common stock. In computing diluted earnings per
common share during the first nine months of 2018, the 84,000 shares of Series C Preferred Stock that remained outstanding, with a
conversion rate, subject to certain conditions, of 86.4225 shares of common stock per share, were included as average potential
common shares from the date they were issued and outstanding. Moreover, in computing diluted earnings per common share, the
dividends declared during the year ended December 31, 2018 on the convertible preferred stock were added back as income available
to common shareholders.
For the years ended December 31, 2020, 2019 and 2018, weighted-average stock options with an anti-dilutive effect on earnings per
share not included in the calculation amounted to 7,841, 2,575, and 432,532, respectively.
NOTE 25 – GUARANTEES
At December 31, 2020 and 2019, the notional amount of the obligations undertaken in issuing the guarantees under standby letters of
credit represented a liability of $19.5 million and $47.3 million, respectively.
Oriental has a liability for residential mortgage loans sold subject to credit recourse pursuant to GNMA’s and FNMA’s residential
mortgage loan sales and securitization programs. At December 31, 2020, the unpaid principal balance of residential mortgage loans
sold subject to credit recourse was $135.3 million. At December 31, 2019, the unpaid principal balance of residential mortgage loans
sold subject to credit recourse was $147.4 million, from which $142.5 million were related to the Scotiabank PR & USVI Acquisition.
The following table shows the changes in Oriental’s liability for estimated losses from these credit recourse agreements, included in
the consolidated statements of financial condition during the years ended December 31, 2020, 2019 and 2018 .
Balance at beginning of year
Additions from Scotiabank PR & USVI Acquisition
Net (charge-offs/terminations) recoveries
Balance at end of year
Year Ended December 31,
2020
2019
2018
$
$
985 $
-
(767)
218 $
346 $
710
(71)
985 $
358
-
(12)
346
The estimated losses to be absorbed under the credit recourse arrangements were recorded as a liability when the credit recourse was
assumed and are updated on a quarterly basis. The expected loss, which represents the amount expected to be lost on a given loan,
considers the probability of default and loss severity. The probability of default represents the probability that a loan in good standing
would become 120 days delinquent, in which case Oriental is obligated to repurchase the loan.
If a borrower defaults, pursuant to the credit recourse provided, Oriental is required to repurchase the loan or reimburse the third-party
investor for the incurred loss. The maximum potential amount of future payments that Oriental would be required to make under the
recourse arrangements is equivalent to the total outstanding balance of the residential mortgage loans serviced with recourse and
interest, if applicable. During the year ended December 31, 2020, Oriental repurchased $481 thousand in mortgage loans subject to
credit recourse. During the year ended December 31, 2019, Oriental did not repurchase any mortgage loans subject to the credit
recourse provision. During 2018, Oriental repurchased approximately $705 thousand of unpaid principal balance in mortgage loans
subject to the credit recourse provisions. If a borrower defaults, Oriental has rights to the underlying collateral securing the mortgage
loan. Oriental suffers losses on these mortgage loans when the proceeds from a foreclosure sale of the collateral property are less than
the outstanding principal balance of the loan, any uncollected interest advanced, and the costs of holding and disposing the related
property. At December 31, 2020, Oriental’s liability for estimated credit losses related to loans sold with credit recourse amounted to
$218 thousand (December 31, 2019– $985 thousand).
157
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
When Oriental sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the
characteristics of the loans sold. Oriental's mortgage operations division groups conforming mortgage loans into pools which are
exchanged for FNMA and GNMA mortgage-backed securities, which are generally sold to private investors, or are sold directly to
FNMA or other private investors for cash. As required under such mortgage backed securities programs, quality review procedures are
performed by Oriental to ensure that asset guideline qualifications are met. To the extent the loans do not meet specified
characteristics, Oriental may be required to repurchase such loans or indemnify for losses and bear any subsequent loss related to the
loans. During the year ended December 31, 2020, Oriental repurchased $27.9 million (December 31, 2019 – $12 million; December
31, 2018 – $7.7 million) of unpaid principal balance in mortgage loans, excluding mortgage loans subject to credit recourse provision
referred above. At December 31, 2020 and 2019, Oriental had a $2.6 million and a $4.6 million liability, respectively, for the
estimated credit losses related to these loans.
During the years ended December 31, 2020, 2019 and 2018, Oriental recognized $658 thousand in gains, and $17 thousand and $556
thousand in losses, net of reserves, respectively, from the repurchase of residential mortgage loans sold subject to credit recourse, and
$2.2 million, $123 thousand and $160 thousand, respectively, in losses from the repurchase of residential mortgage loans as a result of
breaches of customary representations and warranties.
Servicing agreements relating to the mortgage-backed securities programs of FNMA and GNMA, and to mortgage loans sold or
serviced to certain other investors, including the FHLMC, require Oriental to advance funds to make scheduled payments of principal,
interest, taxes and insurance, if such payments have not been received from the borrowers. At December 31, 2020, Oriental serviced
$5.4 billion (December 31, 2019 - $5.4 billion) in mortgage loans for third parties. Oriental generally recovers funds advanced
pursuant to these arrangements from the mortgage owner, from liquidation proceeds when the mortgage loan is foreclosed or, in the
case of FHA/VA loans, under the applicable FHA and VA insurance and guarantees programs. However, in the meantime, Oriental
must absorb the cost of the funds it advances during the time the advance is outstanding. Oriental must also bear the costs of
attempting to collect on delinquent and defaulted mortgage loans. In addition, if a defaulted loan is not cured, the mortgage loan would
be canceled as part of the foreclosure proceedings and Oriental would not receive any future servicing income with respect to that
loan. At December 31, 2020, the outstanding balance of funds advanced by Oriental under such mortgage loan servicing agreements
was approximately $20.7 million (December 31, 2019 - $13.2 million). To the extent the mortgage loans underlying Oriental's
servicing portfolio experience increased delinquencies, Oriental would be required to dedicate additional cash resources to comply
with its obligation to advance funds as well as incur additional administrative costs related to increases in collection efforts.
NOTE 26— COMMITMENTS AND CONTINGENCIES
Loan Commitments
In the normal course of business, Oriental becomes a party to credit-related financial instruments with off-balance-sheet risk to meet
the financing needs of its customers. These financial instruments include commitments to extend credit, standby and commercial
letters of credit, and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest rate risk in
excess of the amounts recognized in the consolidated statements of financial condition. The contract or notional amount of those
instruments reflects the extent of Oriental’s involvement in particular types of financial instruments.
Oriental’s exposure to credit losses in the event of nonperformance by the counterparty to the financial instrument for commitments to
extend credit, including commitments under credit card arrangements, and commercial letters of credit is represented by the
contractual notional amounts of those instruments, which do not necessarily represent the amounts potentially subject to risk. In
addition, the measurement of the risks associated with these instruments is meaningful only when all related and offsetting
transactions are identified. Oriental uses the same credit policies in making commitments and conditional obligations as it does for on-
balance-sheet instruments.
Credit-related financial instruments at December 31, 2020 and 2019 were as follows:
158
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Commitments to extend credit
Commercial letters of credit
December 31,
2020
2019
(In thousands)
$
1,133,503 $
225
853,148
2,178
Commitments to extend credit represent agreements to lend to a customer as long as there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.
Oriental evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed
necessary by Oriental upon the extension of credit, is based on management’s credit evaluation of the counterparty.
At December 31, 2020 and 2019, commitments to extend credit consisted mainly of undisbursed available amounts on commercial
lines of credit, construction loans, and revolving credit card arrangements. Since many of the unused commitments are expected to
expire unused or be only partially used, the total amount of these unused commitments does not necessarily represent future cash
requirements.
Commercial letters of credit are issued or confirmed to guarantee payment of customers’ payables or receivables in short-term
international trade transactions. Generally, drafts will be drawn when the underlying transaction is consummated as intended.
However, the short-term nature of this instrument serves to mitigate the risk associated with these contracts.
The summary of instruments that are considered financial guarantees in accordance with the authoritative guidance related to
guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others, at
December 31, 2020 and 2019, is as follows:
Standby letters of credit and financial guarantees
Loans sold with recourse
December 31,
2020
2019
$
(In thousands)
19,476 $
135,252
47,251
147,399
Standby letters of credit and financial guarantees are written conditional commitments issued by Oriental to guarantee the payment
and/or performance of a customer to a third party (“beneficiary”). If the customer fails to comply with the agreement, the beneficiary
may draw on the standby letter of credit or financial guarantee as a remedy. The amount of credit risk involved in issuing letters of
credit in the event of non-performance is the face amount of the letter of credit or financial guarantee. These guarantees are primarily
issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.
The amount of collateral obtained, if it is deemed necessary by Oriental upon extension of credit, is based on management’s credit
evaluation of the customer.
On January 1, 2020, Oriental adopted CECL, which requires the measurement of the allowance for credit losses to be based on
management’s best estimate of expected credit losses inherent in all financial assets measured at amortized cost and off-balance-sheet
credit exposures. Upon adoption, Oriental recognized an increase in the off-balance sheet allowance of $0.2 million with the
corresponding decrease in retained earnings. At December 31, 2020 and 2019, the allowance for credit losses for off-balance sheet
credit exposures corresponding to commitments to extend credit and stand by letters of credit amounted to $1.1 million and $2.7
million, respectively, and is included in other liabilities in the statement of financial condition.
Contingencies
Oriental and its subsidiaries are defendants in a number of legal proceedings incidental to their business. In the ordinary course of
business, Oriental and its subsidiaries are also subject to governmental and regulatory examinations. Certain subsidiaries of Oriental,
including the Bank (and its subsidiary, OIB), Oriental Financial Services, and Oriental Insurance, are subject to regulation by various
U.S., Puerto Rico and other regulators.
159
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental seeks to resolve all arbitration, litigation and regulatory matters in the manner management believes is in the best interests of
Oriental and its shareholders, and contests allegations of liability or wrongdoing and, where applicable, the amount of damages or
scope of any penalties or other relief sought as appropriate in each pending matter.
In accordance with applicable accounting guidance, Oriental establishes an accrued liability when those matters present loss
contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued.
As a matter develops, Oriental, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether
such matter presents a loss contingency that is probable and estimable. Once the loss contingency is deemed to be both probable and
estimable, Oriental will establish an accrued liability and record a corresponding amount of expense. At December 31, 2020 and 2019,
this accrued liability amounted to $8.1 million and $6.8 million, respectively. Oriental continues to monitor the matter for further
developments that could affect the amount of the accrued liability that has been previously established.
Subject to the accounting and disclosure framework under the provisions of ASC 450, it is the opinion of Oriental’s management,
based on current knowledge and after taking into account its current legal accruals, that the eventual outcome of all matters would not
be likely to have a material adverse effect on the consolidated statements of financial condition of Oriental. Nonetheless, given the
substantial or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of such matters, an adverse
outcome in certain of these matters could, from time to time, have a material adverse effect on Oriental’s consolidated results of
operations or cash flows in particular quarterly or annual periods. Oriental has evaluated all arbitration, litigation and regulatory
matters where the likelihood of a potential loss is deemed reasonably possible. Oriental has determined that the estimate of the
reasonably possible loss is not significant.
NOTE 27— OPERATING LEASES
Substantially all leases in which Oriental is the lessee are comprised of real estate property for branches, ATM locations, and office
space with terms extending through 2032. Oriental’s leases do not contain residual value guarantees or material variable lease
payments. All leases are classified as operating leases and are included on the consolidated statements of financial condition as a right-
of-use asset and a corresponding lease liability. Oriental leases to others certain space in its principal offices for terms extending
through 2023; all are operating leases.
Operating Lease Cost
Lease costs
Variable lease costs
Short-term lease cost
Lease income
Total lease cost
Year Ended December 31,
2020
2019
(In thousands)
$
13,233 $
2,133
800
(499)
$
15,667 $
6,571
2,324
180
(554)
8,521
Statement of
Operations
Classification
Occupancy and
equipment
Occupancy and
equipment
Occupancy and
equipment
Occupancy and
equipment
Rent expense for the year ended December 31, 2018, prior to adoption of ASU 2016-02 (Topic 842), was $9.0 million included in the
occupancy and equipment caption in the consolidated statements of operations.
160
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Operating Lease Assets and Liabilities
Right-of-use assets
Lease Liabilities
December 31,
2020
2019
Statement of Financial Condition Classification
(In thousands)
$
$
31,383 $
32,566 $
39,112
39,840
Operating lease right-of-use assets
Operating leases liabilities
Weighted-average remaining lease term
Weighted-average discount rate
December 31, 2020
(In thousands)
6.2 years
6.8%
Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2020 were as
follows:
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
Present value of lease liabilities
Minimum Rent
(In thousands)
8,534
7,388
6,578
4,518
3,459
10,161
40,638
8,072
32,566
$
$
$
In April 2020, the FASB staff issued a Q&A document on accounting for lease concessions related to the effects of the COVID-19
pandemic. The FASB staff noted that entities may elect to not evaluate whether certain concessions provided by lessors to mitigate the
effects of Covid-19 on lessees are lease modifications. This option is intended to reduce the operational challenges of individually
assessing every Covid-19 related lease concession to determine whether it results in having to apply Topic 842 lease modification
guidance. This election is available only for concessions related to the effects of the Covid-19 pandemic that do not result in a
substantial increase in either the rights of the lessor or the obligations of the lessee. For entities that choose this election, they may
account for the concession as if no changes to the lease contract were made. Under that accounting, a lessor would continue to
recognize income. Oriental has elected to apply the relief provided by the FASB not to evaluate individual contracts. Oriental also
elected not to apply the lease modification framework for concessions granted.
Oriental, as lessor, leases and subleases real property to lessee tenants under operating leases. As of December 31, 2020, no material
lease concessions have been granted to lessees. Oriental, as lessee, also leases real estate property for branch locations, ATM
locations, and office space. As of December 31, 2020, Oriental has not requested any lease concessions.
During the year ended December 31, 2020, Oriental decided to consolidate several branches as a result of the Scotiabank PR & USVI
Acquisition and modified certain lease contracts. These contracts were evaluated under Topic 842 lease modification guidance and
removed from books, as they were considered short-term at December 31, 2020.
161
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 28 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Oriental follows the fair value measurement framework under U.S. Generally Accepted Accounting Principles (“GAAP”).
Fair Value Measurement
The fair value measurement framework defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. This framework also establishes a fair value hierarchy which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value.
Money market investments
The fair value of money market investments is based on the carrying amounts reflected in the consolidated statements of financial
condition as these are reasonable estimates of fair value given the short-term nature of the instruments.
Investment securities
The fair value of investment securities is based on valuations obtained from an independent pricing provider, ICE Data Pricing
(formerly known as IDC). ICE is a well-recognized pricing company and an established leader in financial information. Such
securities are classified as Level 1 or Level 2 depending on the basis for determining fair value. If listed prices or quotes are not
available, fair value is based upon externally developed models that use both observable and unobservable inputs depending on the
market activity of the instrument, and such securities are classified as Level 3. At December 31, 2020 and 2019, Oriental did not have
investment securities classified as Level 3.
Derivative instruments
The fair value of the interest rate swaps is largely a function of the financial market’s expectations regarding the future direction of
interest rates. Accordingly, current market values are not necessarily indicative of the future impact of derivative instruments on
earnings. This will depend, for the most part, on the shape of the yield curve, the level of interest rates, as well as the expectations for
rates in the future. The fair value of most of these derivative instruments is based on observable market parameters, which include
discounting the instruments’ cash flows using the U.S. dollar LIBOR-based discount rates, and also applying yield curves that account
for the industry sector and the credit rating of the counterparty and/or Oriental. Certain other derivative instruments with limited
market activity are valued using externally developed models that consider unobservable market parameters. Based on their valuation
methodology, derivative instruments are classified as Level 2 or Level 3.
Servicing assets
Servicing assets do not trade in an active market with readily observable prices. Servicing assets are priced using a discounted cash
flow model. The valuation model considers servicing fees, portfolio characteristics, prepayment assumptions, delinquency rates, late
charges, other ancillary revenues, cost to service and other economic factors. Due to the unobservable nature of certain valuation
inputs, the servicing rights are classified as Level 3.
Foreclosed real estate
Foreclosed real estate includes real estate properties securing residential mortgage and commercial loans. The fair value of foreclosed
real estate may be determined using an external appraisal, broker price option or an internal valuation. These foreclosed assets are
classified as Level 3 given certain internal adjustments that may be made to external appraisals.
Other repossessed assets
Other repossessed assets include repossessed automobiles. The fair value of the repossessed automobiles may be determined using
internal valuation and an external appraisal. These repossessed assets are classified as Level 3 given certain internal adjustments that
may be made to external appraisals.
162
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized below:
Recurring fair value measurements:
Investment securities available-for-sale
$
10,983 $
435,455 $
- $
446,438
Level 1
December 31, 2020
Fair Value Measurements
Level 3
Level 2
(In thousands)
Total
Trading securities
Money market investments
Servicing assets
Derivative liabilities
Non-recurring fair value measurements:
Collateral dependent loans
Foreclosed real estate
Other repossessed assets
Recurring fair value measurements:
Investment securities available-for-sale
Trading securities
Money market investments
Derivative assets
Servicing assets
Derivative liabilities
Non-recurring fair value measurements:
Impaired commercial loans
Foreclosed real estate
Other repossessed assets
-
11,908
-
-
$
22,891 $
-
-
-
- $
$
Level 1
$
397,183 $
-
6,775
-
-
-
403,958 $
- $
-
-
- $
$
$
$
22
-
-
(1,712)
433,765 $
-
-
-
- $
-
-
47,295
-
47,295 $
29,279
11,596
1,816
42,691 $
December 31, 2019
Fair Value Measurements
Level 3
Level 2
(In thousands)
676,986 $
37
-
6
-
(913)
676,116 $
- $
-
-
- $
- $
-
-
-
50,779
-
50,779 $
61,128 $
29,909
3,327
94,364 $
22
11,908
47,295
(1,712)
503,951
29,279
11,596
1,816
42,691
Total
1,074,169
37
6,775
6
50,779
(913)
1,130,853
61,128
29,909
3,327
94,364
163
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the years ended December 31, 2020, 2019 and 2018:
Level 3 Instruments Only
Balance at beginning year
New instruments acquired
Principal repayments
Changes in fair value of servicing assets
Balance at end of year
Servicing Assets
Year Ended December 31,
2019
(In thousands)
2018
2020
$
$
50,779 $
2,394
(4,067)
(1,811)
47,295 $
10,716 $
41,637
(906)
(668)
50,779 $
9,821
1,481
(814)
228
10,716
There were no transfers into or out of level 3 and no changes in unrealized gains and losses from recurring level 3 fair value
measurements held at December 31, 2020, 2019 and 2018 during the years then ended included in other comprehensive income. For
more information on the qualitative information about level 3 fair value measurements, see Note 10 – Servicing Assets.
During the years ended December 31, 2020, 2019 and 2018, there were purchases and sales of assets and liabilities measured at fair
value on a recurring basis.
The table below presents quantitative information for all assets and liabilities measured at fair value on a recurring and non-recurring
basis using significant unobservable inputs (Level 3) at December 31, 2020:
December 31, 2020
Valuation
Technique
Unobservable
Input
Range
Weighted
Average
Fair Value
(In thousands)
Servicing assets
$
47,295
Cash flow
valuation
Collateral dependent loans
Foreclosed real estate
Other repossessed assets
Fair value of
property
or collateral
29,279
Fair value of
property
or collateral
11,596
Fair value of
property
or collateral
1,816
$
$
$
164
Constant
prepayment
rate
Discount rate
Appraised
value less
disposition
costs
Appraised
value less
disposition
costs
Estimated net
realizable
value less
disposition
costs
5.02% -
35.22%
10.00% -
15.50%
6.87%
11.52%
15.20% -
29.20%
19.88%
14.20% -
29.20%
18.68%
30.00% -
62.00%
52.06%
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Information about Sensitivity to Changes in Significant Unobservable Inputs
Servicing assets – The significant unobservable inputs used in the fair value measurement of Oriental’s servicing assets are constant
prepayment rates and discount rates. Changes in one factor may result in changes in another (for example, increases in market interest
rates may result in lower prepayments), which may magnify or offset the sensitivities. Mortgage banking activities, a component of
total banking and financial service revenue in the consolidated statements of operations, include the changes from period to period in
the fair value of the mortgage loan servicing rights, which may result from changes in the valuation model inputs or assumptions
(principally reflecting changes in discount rates and prepayment speed assumptions) and other changes, including changes due to
collection/realization of expected cash flows.
Fair Value of Financial Instruments
The information about the estimated fair value of financial instruments required by GAAP is presented hereunder. The aggregate fair
value amounts presented do not necessarily represent management’s estimate of the underlying value of Oriental.
The estimated fair value is subjective in nature, involves uncertainties and matters of significant judgment and, therefore, cannot be
determined with precision. Changes in assumptions could affect these fair value estimates. The fair value estimates do not take into
consideration the value of future business and the value of assets and liabilities that are not financial instruments. Other significant
tangible and intangible assets that are not considered financial instruments are the value of long-term customer relationships of retail
deposits, and premises and equipment.
165
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The estimated fair value and carrying value of Oriental’s financial instruments at December 31, 2020 and 2019 is as follows:
Level 1
Financial Assets:
Cash and cash equivalents
Restricted cash
Investment securities available-for-sale
Level 2
Financial Assets:
Trading securities
Investment securities available-for-sale
Federal Home Loan Bank (FHLB) stock
Other investments
Derivative assets
Financial Liabilities:
Derivative liabilities
Level 3
Financial Assets:
Total loans (including loans held-for-sale)
Accrued interest receivable
Servicing assets
Accounts receivable and other assets
Financial Liabilities:
Deposits
$
$
$
$
$
$
$
$
$
$
$
$
$
$
December 31,
2020
2019
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value
(In thousands)
2,154,202 $
1,375 $
10,983 $
2,154,202 $
1,375 $
10,983 $
22 $
435,455 $
8,278 $
3,962 $
- $
22 $
435,455 $
8,278 $
3,962 $
- $
851,307 $
1,450 $
397,183 $
37 $
676,986 $
13,048 $
560 $
6 $
851,307
1,450
397,183
37
676,986
13,048
560
6
1,712 $
1,712 $
913 $
913
6,323,689 $
65,547 $
47,295 $
78,845 $
6,501,259 $
65,547 $
47,295 $
78,845 $
5,894,745 $
36,781 $
50,779 $
78,595 $
6,641,847
36,781
50,779
78,595
8,422,599 $
8,415,640 $
7,679,685 $
7,698,610
Securities sold under agreements to repurchase$
$
Advances from FHLB
$
Other borrowings
$
Subordinated capital notes
$
Accrued expenses and other liabilities
- $
68,147 $
707 $
33,325 $
154,418 $
- $
65,561 $
707 $
36,083 $
154,418 $
190,345 $
79,620 $
1,195 $
35,886 $
185,660 $
190,274
78,009
1,195
36,083
185,660
166
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following methods and assumptions were used to estimate the fair values of significant financial instruments at December 31,
2020 and 2019:
• Cash and cash equivalents (including money market investments and time deposits with other banks), restricted cash, accrued
interest receivable, accounts receivable and other assets, accrued expenses and other liabilities, and other borrowings have been
valued at the carrying amounts reflected in the consolidated statements of financial condition as these are reasonable estimates of
fair value given the short-term nature of the instruments.
• Investments in FHLB-NY stock are valued at their redemption value.
• The fair value of investment securities, including trading securities and other investments, is based on quoted market prices, when
available or prices provided from contracted pricing providers, or market prices provided by recognized broker-dealers. If listed
prices or quotes are not available, fair value is based upon externally developed models that use both observable and unobservable
inputs depending on the market activity of the instrument.
• The fair value of servicing asset is estimated by using a cash flow valuation model which calculates the present value of estimated
future net servicing cash flows, taking into consideration actual and expected loan prepayment rates, discount rates, servicing
costs, and other economic factors, which are determined based on current market conditions.
• The fair values of the derivative instruments, which include interest rate swaps and forward-settlement swaps, are based on the net
discounted value of the contractual projected cash flows of both the pay-fixed receive-variable legs of the contracts. The projected
cash flows are based on the forward yield curve and discounted using current estimated market rates.
• The fair value of the loan portfolio (including loans held-for-sale and non-performing loans) is based on the exit market price,
which is estimated by segregating by type, such as mortgage, commercial, consumer, auto and leasing. Each loan segment is
further segmented into fixed and adjustable interest rates. The fair value is calculated by discounting contractual cash flows,
adjusted for prepayment estimates (voluntary and involuntary), if any, using estimated current market discount rates that reflect the
credit and interest rate risk inherent in the loan.
• The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date. The fair value of
fixed-maturity certificates of deposit is based on the discounted value of the contractual cash flows, using estimated current market
discount rates for deposits of similar remaining maturities.
• The fair value of long-term borrowings, which include securities sold under agreements to repurchase, advances from FHLB, and
subordinated capital notes is based on the discounted value of the contractual cash flows using current estimated market discount
rates for borrowings with similar terms, remaining maturities and put dates.
167
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 29 – BANKING AND FINANCIAL SERVICE REVENUES
The following table presents the major categories of banking and financial service revenues for the years ended December 31, 2020,
2019 and 2018:
Banking service revenues:
Checking accounts fees
Savings accounts fees
Electronic banking fees
Credit life commissions
Branch service commissions
Servicing and other loan fees
International fees
Miscellaneous income
2020
Year Ended December 31,
2019
(In thousands)
2018
$
8,577 $
6,003 $
1,451
47,542
254
1,462
2,485
623
185
658
32,282
531
1,491
1,367
521
13
5,878
635
32,431
541
1,581
1,844
718
10
Total banking service revenues
62,579
42,866
43,638
Wealth management revenue:
Insurance income
Broker fees
Trust fees
Retirement plan and administration fees
Investment banking fees
Total wealth management revenue
Mortgage banking activities:
Net servicing fees
Net gains on sale of mortgage loans and valuation
Other
Total mortgage banking activities
13,618
6,828
10,446
897
-
6,826
7,544
10,922
932
-
31,789
26,224
12,120
4,437
(53)
16,504
3,854
527
(106)
4,275
Total banking and financial service revenues
$
110,872 $
73,365 $
6,956
6,996
10,878
1,095
9
25,934
5,024
305
(562)
4,767
74,339
168
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Oriental recognizes the revenue from banking services, wealth management and mortgage banking based on the nature and timing of
revenue streams from contracts with customer:
Banking Service Revenues
Electronic banking fees are credit and debit card processing services, use of the Bank’s ATMs by non-customers, debit card
interchange income and service charges on deposit accounts. Revenue is recorded once the contracted service has been provided.
Service charges on checking and saving accounts as consumer periodic maintenance revenue is recognized once the service is
rendered, while overdraft and late charges revenue are recorded after the contracted service has been provided.
Other income as credit life commissions, servicing and other loan fees, international fees, and miscellaneous fees recognized as
banking services revenue are out of the scope of ASC 606 – Revenue from Contracts with Customers.
Wealth Management Revenue
Insurance income from commissions and sale of annuities are recorded once the sale has been completed.
Brokers fees consist of two categories:
Sales commissions generated by advisors for their clients’ purchases and sales of securities and other investment
products, which are collected once the stand-alone transactions are completed at trade date or as earned, and
managed account fees which are fees charged to advisors’ clients’ accounts on the Company corporate advisory
platform. These revenues do not cover future services, as a result there is no need to allocate the amount received to
any other service.
Fees for providing distribution services related to mutual funds, net of compensation paid to a service provider who
provides such services, as well as trailer fees (also known as 12b-1 fees). These fees are considered variable and are
recognized over time, as the uncertainty of the fees to be received is resolved as the net asset value of the mutual
fund is determined and investor activity occurs. Fees do not cover future services, as a result there is no need to
allocate the amount received to any other service.
Retirement plan and administration fees are revenues related to the payment received from the clients of OPC for assistance with the
planning, design and administration of retirement plans, acting as third-party administrator for such plans, and daily record keeping
services of retirement plans. Fees are collected once the stand-alone transaction was completed at trade date. Fees do not cover future
services, as a result there is no need to allocate the amount received to any other service.
Trust fees are revenues related to fiduciary services provided to 401K retirement plans, a unit investment trust, and retirement plans,
which include investment management, payment of distributions, if any, safekeeping, custodial services of plan assets, servicing of
Trust officers, on-going due diligence of the Trust, and recordkeeping of transactions. Fees are billed based on services contracted.
Negotiated fees are detailed in the contract. Fees collected in advance, are amortized over the term of the contract. Fees are collected
on a monthly basis once the administrative service has been completed. Monthly fee does not include future services.
Investment banking fees as compensation fees are out of the scope of ASC 606.
Mortgage Banking Activities
Mortgage banking activities as servicing fees, gain on sale of mortgage loans valuation and other are out of the scope of ASC 606.
169
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 30 – BUSINESS SEGMENTS
Oriental segregates its businesses into the following major reportable segments of business: Banking, Wealth Management, and
Treasury. Management established the reportable segments based on the internal reporting used to evaluate performance and to assess
where to allocate resources. Other factors such as Oriental’s organization, nature of its products, distribution channels and economic
characteristics of the products were also considered in the determination of the reportable segments. Oriental measures the
performance of these reportable segments based on pre-established goals of different financial parameters such as net income, net
interest income, loan production, and fees generated. Oriental’s methodology for allocating non-interest expenses among segments is
based on several factors such as revenue, employee headcount, occupied space, dedicated services or time, among others. These
factors are reviewed on a periodical basis and may change if the conditions warrant.
Banking includes the Bank’s branches and traditional banking products such as deposits and commercial, consumer and mortgage
loans. Mortgage banking activities are carried out by the Bank’s mortgage banking division, whose principal activity is to originate
mortgage loans for Oriental’s own portfolio. As part of its mortgage banking activities, Oriental may sell loans directly into the
secondary market or securitize conforming loans into mortgage-backed securities.
Wealth Management is comprised of the Bank’s trust division, Oriental Financial Services, Oriental Insurance, and OPC. The core
operations of this segment are financial planning, money management and investment banking, brokerage services, insurance sales
activity, corporate and individual trust and retirement services, as well as retirement plan administration services.
The Treasury segment encompasses all of Oriental’s asset/liability management activities, such as purchases and sales of investment
securities, interest rate risk management, derivatives, and borrowings. Intersegment sales and transfers, if any, are accounted for as if
the sales or transfers were to third parties, that is, at current market prices.
170
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Following are the results of operations and the selected financial information by operating segment for the years ended December 31,
2020, 2019 and 2018:
Banking
Wealth
Management
Treasury
Total Major
Segments
Eliminations
Consolidated
Total
Year Ended December 31, 2020
Interest income
Interest expense
Net interest income
Provision for loan and
lease losses, net
Non-interest income
Non-interest expenses
Intersegment revenue
Intersegment expenses
Income before income
taxes
Income tax expense
Net income
Total assets
$
$
$
$
$
462,493
(57,811)
404,682
(92,237)
87,810
(320,997)
2,443
-
81,701
15,939
65,762
8,478,326
$
$
$
59
-
59
-
32,043
(20,240)
-
(1,164)
10,698
4,506
6,192
32,893
$
$
$
$
(In thousands)
10,795
(7,104)
3,691
$
473,347
(64,915)
408,432
(435)
4,499
(4,049)
-
(1,279)
(92,672)
124,352
(345,286)
2,443
(2,443)
2,427
54
2,373
$
$
94,826
20,499
74,327
2,436,029
$ 10,947,248
$
$
$
$
-
-
-
-
-
-
(2,443)
2,443
-
-
-
(1,121,237)
$
$
$
$
473,347
(64,915)
408,432
(92,672)
124,352
(345,286)
-
-
94,826
20,499
74,327
9,826,011
$
Interest income
Interest expense
Net interest income
Provision for loan and
lease losses, net
Non-interest income
Non-interest expenses
Intersegment revenue
Intersegment expenses
Income before income taxes $
Income tax expense
Net income
Total assets
$
$
Banking
Wealth
Management
Treasury
Total Major
Segments
Eliminations
Consolidated
Total
Year Ended December 31, 2019
337,448 $
(36,023)
301,425
(96,504)
47,517
(211,755)
2,207
-
42,890 $
16,084
26,806 $
7,486,314 $
69 $
-
69
-
26,649
(17,163)
-
(652)
8,903 $
3,339
5,564 $
33,369 $
(In thousands)
36,278 $
(14,979)
21,299
373,795 $
(51,002)
322,793
- $
-
-
(288)
8,327
(4,326)
-
(1,555)
23,457 $
1,986
21,471 $
2,865,186 $
(96,792)
82,493
(233,244)
2,207
(2,207)
75,250 $
21,409
53,841 $
10,384,869 $
-
-
-
(2,207)
2,207
- $
-
- $
(1,087,208) $
373,795
(51,002)
322,793
(96,792)
82,493
(233,244)
-
-
75,250
21,409
53,841
9,297,661
171
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Wealth
Banking Management
Treasury
Total Major
Segments
Eliminations
Consolidated
Total
Year Ended December 31, 2018
(In thousands)
$
40,289
(14,779)
25,510
Interest income
Interest expense
Net interest income
Provision for non-covered loan
and lease losses
Non-interest income
Non-interest expenses
Intersegment revenue
Intersegment expenses
Income before income taxes
Income tax expense (benefit)
Net income
Total assets
$
$
$
$
$
320,084
(29,746)
290,338
(55,885)
53,592
(186,460)
2,126
-
103,711
40,447
63,264
5,863,067
$
$
$
$
46
-
46
-
26,457
(16,440)
-
(788)
9,275
3,617
5,658
25,757
$
$
$
(223)
46
(4,181)
-
(1,338)
19,814
4,326
15,488
1,708,455
$
$
$
360,419
(44,525)
315,894
(56,108)
80,095
(207,081)
2,126
(2,126)
132,800
48,390
84,410
$
$
$
$
-
-
-
-
-
-
(2,126)
2,126
-
-
-
$
$
360,419
(44,525)
315,894
(56,108)
80,095
(207,081)
-
-
132,800
48,390
84,410
7,597,279
$ (1,013,927) $
6,583,352
NOTE 31 – OFG BANCORP (HOLDING COMPANY ONLY) FINANCIAL INFORMATION
As a bank holding company subject to the regulations and supervisory guidance of the Federal Reserve Board, OFG Bancorp
generally should inform the Federal Reserve Board and eliminate, defer or significantly reduce its dividends if: (i) its net income
available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund
the dividends; (ii) its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective
financial condition; or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The
payment of dividends by the Bank to OFG Bancorp may also be affected by other regulatory requirements and policies, such as the
maintenance of certain regulatory capital levels. During 2020, 2019, and 2018, the Bank paid $26.1 million, $20.0 million and $37.7
million, respectively, in dividends to OFG Bancorp. During 2020, 2019, and 2018, Oriental Insurance paid $4.0 million, $6.0 million,
and $4.0 million, respectively, in dividends to OFG Bancorp.
The following condensed financial information presents the financial position of the holding company only as of December 31, 2020
and 2019, and the results of its operations and its cash flows for the years ended December 31, 2020, 2019 and 2018:
172
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
OFG BANCORP
CONDENSED STATEMENTS OF FINANCIAL POSITION INFORMATION
(Holding Company Only)
ASSETS
Cash and cash equivalents
Investment in bank subsidiary, equity method
Investment in nonbank subsidiaries, equity method
Due from bank subsidiary, net
Deferred tax asset, net
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Dividend payable
Accrued expenses and other liabilities
Subordinated capital notes
Total liabilities
Stockholders’ equity
December 31,
2020
2019
(In thousands)
$
26,529 $
1,064,671
32,293
2,024
2,637
942
$
1,129,096 $
5,223
1,816
36,083
43,122
1,085,974
27,932
1,027,633
32,803
40
-
676
1,089,084
5,222
2,301
36,083
43,606
1,045,478
Total liabilities and stockholders’ equity
$
1,129,096
$
1,089,084
173
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
OFG BANCORP
CONDENSED STATEMENTS OF OPERATIONS INFORMATION
(Holding Company Only)
Income:
Interest income
Investment trading activities, net and other
Total income
Expenses:
Interest expense
Operating expenses
Total expenses
Loss before income taxes
Income tax expense
Loss before changes in undistributed earnings of subsidiaries
Equity in undistributed earnings from:
Bank subsidiary
Nonbank subsidiaries
Net income
2020
Year Ended December 31,
2019
(In thousands)
2018
$
$
$
86
6,583
6,669
$
828
5,308
6,136
1,394
7,483
8,877
(2,208)
(1,363)
(845)
2,012
7,516
9,528
(3,392)
1,705
(5,097)
74,899
273
74,327
$
56,114
2,824
53,841
$
477
6,003
6,480
1,905
7,980
9,885
(3,405)
2,400
(5,805)
87,128
3,087
84,410
OFG BANCORP
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME INFORMATION
(Holding Company Only)
2020
Year Ended December 31,
2019
(In thousands)
53,841
$
$
74,327
12,030
12,030
-
12,030
86,357
$
9,955
9,955
-
9,955
63,796
$
2018
84,410
(8,014)
(8,014)
-
(8,014)
76,396
Net income
Other comprehensive loss before tax:
Other comprehensive income from bank subsidiary
Other comprehensive loss before taxes
Income tax effect
Other comprehensive loss after taxes
Comprehensive income
$
$
174
OFG BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
OFG BANCORP
CONDENSED STATEMENTS OF CASH FLOWS INFORMATION
(Holding Company Only)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in undistributed earnings from banking subsidiary
Equity in undistributed earnings from nonbanking subsidiaries
Stock-based compensation
Deferred income tax, net
Net (increase) decrease in other assets
Net (decrease) increase in accrued expenses and other liabilities
Dividends from banking subsidiary
Dividends from non-banking subsidiary
Net cash provided by operating activities
Cash flows from investing activities:
Net increase in due from bank subsidiary, net
Net decrease (increase) in due to non-bank subsidiary, net
Proceeds from sales of premises and equipment
Capital contribution to banking subsidiary
Capital contribution to non-banking subsidiary
Additions to premises and equipment
Net cash (used in) investing activities
Cash flows from financing activities:
Proceeds from exercise of stock options and lapsed restricted units, net
Purchase of treasury stock
Dividends paid
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2020
Year Ended December 31,
2019
(In thousands)
2018
$
74,327
$
53,841
$
84,410
(74,899)
(273)
2,170
(2,637)
12
(486)
26,100
9,531
33,845
(1,984)
-
282
(1,703)
(9,013)
(295)
(12,713)
583
(2,226)
(20,892)
(22,535)
(1,403)
27,932
26,529
$
(56,114)
(2,824)
2,134
-
458
64
20,000
6,017
23,576
-
(14)
310
(1,720)
(13,518)
(319)
(15,261)
1,294
-
(20,884)
(19,590)
(11,275)
39,207
27,932
$
(87,128)
(3,087)
1,401
2,230
372
203
37,700
4,000
40,101
-
14
200
(1,105)
(24)
(97)
(1,012)
508
-
(24,820)
(24,312)
14,777
24,430
39,207
$
175
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Oriental’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of December 31, 2020, an evaluation was carried out under
the supervision and with the participation of Oriental’s management, including the Chief Executive Officer (“CEO”) and the Chief
Financial Officer (“CFO”), of the effectiveness of the design and operation of Oriental’s disclosure controls and procedures. Based
upon such evaluation, the CEO and CFO have concluded that, as of the end of the period covered by this annual report on Form 10-K,
Oriental’s disclosure controls and procedures provided reasonable assurance of effectiveness in recording, processing, summarizing
and reporting, on a timely basis, information required to be disclosed by Oriental in the reports that it files or submits under the
Securities Exchange Act of 1934. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that it will detect or uncover failures within Oriental to disclose material information
otherwise required to be set forth in Oriental’s periodic reports.
Management’s Annual Report on Internal Control over Financial Reporting
The Management’s Annual Report on Internal Control over Financial Reporting is included in Item 8 of this report.
Report of the Registered Public Accounting Firm
The registered public accounting firm’s report on Oriental’s internal control over financial reporting is included in Item 8 of this
report.
Changes in Internal Control over Financial Reporting
There have not been any changes in Oriental’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the last quarter of the year ended December 31, 2020, that has materially affected, or is
reasonably likely to materially affect, Oriental’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
176
Items 10 through 14 are incorporated herein by reference to Oriental’s definitive proxy statement to be filed with the SEC no later than
120 days after the end of the fiscal year covered by this report, except with respect to the information set forth below under Item 12.
PART III
177
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Oriental’s 2007 Omnibus Performance Incentive Plan, as amended and restated (the “Omnibus Plan”), provides for equity-based
compensation incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted units and dividend
equivalents, as well as equity-based performance awards. The Omnibus Plan was adopted in 2007, amended and restated in 2008, and
further amended in 2010 and 2013.
The following table shows certain information pertaining to the awards under the Omnibus Plan as of December 31, 2020:
(a)
(b)
(c)
Number of Securities
Number of Securities to
be
Weighted-Average
Remaining Available for
Issued Upon Exercise of
Exercise Price of
Outstanding Options,
Warrants and Rights
Outstanding
Options,
Warrants and Rights
Future Issuance Under
Equity
Equity Compensation Plans
(excluding
those reflected in column (a))
Plan Category
Equity compensation plans approved by
shareholders:
Omnibus Plan
(1) Includes 481,444 stock options and 529,770 restricted stock units.
(2) Exercise price related to stock options.
1,011,214 (1) $
$
1,011,214
7.19 (2)
7.19
857,028
857,028
Oriental recorded $2.170 million, $2.134 million and $1.401 million related to stock-based compensation expense during the years
ended December 31, 2020, 2019 and 2018, respectively.
Other information required by this Item is incorporated herein by reference to Oriental’s definitive proxy statement to be filed with the
SEC no later than 120 days after the end of the fiscal year covered by this report.
178
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements are filed as part of this report under Item 8 — Financial Statements and Supplementary Data.
PART IV
Management’s Report on Internal Control Over Financial Reporting
Financial Statements:
Reports of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Consolidated Statements of Financial Condition as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to the Consolidated Financial Statements
Financial Statement Schedules
No schedules are presented because the information is not applicable or is included in the accompanying consolidated financial
statements or in the notes thereto described above.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
179
Exhibits
Exhibit No.:
Description Of Document:
2.1
2.2
2.3
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
21.1
23.1
31.1
Stock Purchase Agreement dated June 26, 2019, between The Bank of Nova Scotia and Oriental Bank, and, solely
for the purposes expressly provided therein, OFG Bancorp. (1)
Sale and Purchase Agreement (USVI) dated June 26, 2019, between The Bank of Nova Scotia and Oriental Bank,
and, solely for the purposes expressly provided therein, OFG Bancorp. (2)
Sale and Purchase Agreement (PR) dated June 26, 2019, between The Bank of Nova Scotia and Oriental Bank,
and, solely for the purposes expressly provided therein, OFG Bancorp. (3)
Composite Certificate of Incorporation.
Amended and Restated By-Laws.(4)
Certificate of Designation of the 7.125% Noncumulative Monthly Income Preferred Stock, Series A.(5)
Certificate of Designation of the 7.0% Noncumulative Monthly Income Preferred Stock, Series B.(6)
Certificate of Designations of 7.125% Non-Cumulative Perpetual Preferred Stock, Series D.(7)
Form of Certificate for the 7.125% Noncumulative Monthly Income Preferred Stock, Series A.(8)
Form of Certificate for the 7.0% Noncumulative Monthly Income Preferred Stock, Series B.(9)
Form of Certificate for the 7.125% Non-Cumulative Perpetual Preferred Stock, Series D.(7)
Change in Control Compensation Agreement between Oriental and José R. Fernández.(10)
Change in Control Compensation Agreement between Oriental and Ganesh Kumar (11)
Technology Outsourcing Agreement dated as of January 26, 2007, between Oriental and Metavante
Corporation.(12)
OFG Bancorp 2007 Omnibus Performance Incentive Plan, as amended and restated.(13)
Form of qualified stock option award and agreement (14)
Form of restricted stock award and agreement (15)
Form of restricted unit award and agreement (16)
Form of performance shares award and agreement (17)
Employment Agreement dated as of February 28, 2018 between Oriental and José R. Fernández (18)
Amendment, dated as of May 31, 2018, to Technology Outsourcing Agreement between Oriental and Metavante
Corporation (19)
Amendment, dated as of November 30, 2020, to Technology Outsourcing Agreement between Oriental and FIS.(20)
Amendment, dated February 26, 2020, to Employment Agreement between Oriental and José R. Fernández.
List of subsidiaries
Consent of KPMG LLP
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
180
31.2
32.1
32.2
101.1
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following materials from Oriental’s annual report on Form 10-K for the year ended December 31, 2020, formatted
in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii)
Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv)
Consolidated Statements of Comprehensive Income, and (v) Consolidated Statements of Cash Flow.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Incorporated herein by reference to Exhibit 2.1 of Oriental’s current report on Form 8-K filed with the SEC on July 2, 2019. Portions of this exhibit have been omitted
pursuant to Item 601(b)(2)(ii) of Regulation S-K.
Incorporated herein by reference to Exhibit 2.2 of Oriental’s current report on Form 8-K filed with the SEC on July 2, 2019. Portions of this exhibit have been omitted
pursuant to Item 601(b)(2) )(ii) of Regulation S-K.
Incorporated herein by reference to Exhibit 2.3 of Oriental’s current report on Form 8-K filed with the SEC on July 2, 2019. Portions of this exhibit have been omitted
pursuant to Item 601(b)(2) )(ii) of Regulation S-K.
Incorporated herein by reference to Exhibit 3(ii) of Oriental’s current report on Form 8-K filed with the SEC on January 28, 2021.
Incorporated herein by reference to Exhibit 4.1 of Oriental’s registration statement on Form 8-A filed with the SEC on April 30, 1999.
Incorporated herein by reference to Exhibit 4.1 of Oriental’s registration statement on Form 8-A filed with the SEC on September 26, 2003.
Incorporated herein by reference to Exhibit 3.1 of Oriental’s current report on Form 8-K filed with the SEC on November 8, 2012.
Incorporated herein by reference to Exhibit 4.2 of Oriental’s registration statement on Form S-3 filed with the SEC on April 2, 1999.
Incorporated herein by reference to Exhibit 4.2 of Oriental’s registration statement on Form S-3, as amended, filed with the SEC on September 23, 2003.
(10)
Incorporated herein by reference to Exhibit 10.12 of Oriental’s annual report on Form 10-K filed with the SEC on September 13, 2005.
(11)
Incorporated herein by reference to Exhibit 10.14 of Oriental’s annual report on Form 10-K filed with the SEC on September 13, 2005.
(12)
Incorporated herein by reference to Exhibit 10.23 of Oriental’s annual report on Form 10-K filed with the SEC on March 28, 2007. Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.
(13)
Incorporated herein by reference to Exhibit 4.1 of Oriental’s registration statement on Form S-8 filed with the SEC on October 7, 2013.
(14)
Incorporated herein by reference to Exhibit 10.1 of Oriental’s registration statement on Form S-8 filed with the SEC on November 30, 2007.
(15)
Incorporated herein by reference to Exhibit 10.2 of Oriental’s registration statement on Form S-8 filed with the SEC on November 30, 2007.
(16)
Incorporated herein by reference to Exhibit 10.1 of Oriental’s quarterly report on Form 10-Q filed with the SEC on May 8, 2015.
(17) Incorporated herein by reference to Exhibit 10.1 of Oriental’s quarterly report on Form 10-Q filed with the SEC on November 2, 2018.
(18)
Incorporated herein by reference to Exhibit 10.1 of Oriental’s quarterly report on Form 10-Q filed with the SEC on May 4, 2018.
(19)
Incorporated herein by reference to Exhibit 10.1 of Oriental’s quarterly report on Form 10-Q filed with the SEC on August 3, 2018. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.
(20) Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
181
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURES
By: /s/ José Rafael Fernández
José Rafael Fernández
President and Chief Executive Officer
OFG BANCORP
Dated: February 26, 2021
By: /s/ Maritza Arizmendi Díaz
Maritza Arizmendi Díaz
Executive Vice President and Chief Financial Officer
By: /s/ Krisen Aguirre Torres
Krisen Aguirre Torres
Vice President Financial Reporting and Accounting Control
Dated: February 26, 2021
Dated: February 26, 2021
182
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant in the capacities and on the date indicated.
By: /s/ Julian S. Inclán
Julian Inclán
Chairman of the Board
By: /s/ José Rafael Fernández
José Rafael Fernández
Vice Chairman of the Board
By: /s/ Juan Carlos Aguayo
Juan Carlos Aguayo
Director
By: /s/ Jorge Colón Gerena
Jorge Colón Gerena
Director
By: /s/ Pedro Morazzani
Pedro Morazzani
Director
By: /s/ Edwin Pérez Hernández
Edwin Pérez Hernández
Director
By: /s/ Néstor de Jesús
Néstor de Jesús
Director
By: /s/ Susan S. Harnett
Susan s. Harnett
Director
Dated: February 26, 2021
Dated: February 26, 2021
Dated: February 26, 2021
Dated: February 26, 2021
Dated: February 26, 2021
Dated: February 26, 2021
Dated: February 26, 2021
Dated: February 26, 2021
183
EXHIBIT 3.1
COMPOSITE CERTIFICATE OF INCORPORATION OF OFG BANCORP
FIRST: The name of the corporation (hereinafter called the Corporation) is “OFG Bancorp”.
SECOND: The principal office of the Corporation in the Commonwealth of Puerto Rico is located at Hato Rey Tower, 268
Muñoz Rivera Avenue, Suite 501, Hato Rey, Puerto Rico in the Municipality of San Juan, Puerto Rico. The name of the
resident agent of the Corporation is OFG Bancorp and the address is Oriental Center, Legal Department, 254 Munoz Rivera
Avenue, San Juan, Puerto Rico 00918.
THIRD: The purpose of the Corporation is to engage, for profit, in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the Commonwealth of Puerto Rico.
FOURTH: The authorized capital of the Corporation shall be ONE HUNDRED TEN MILLION DOLLARS ($110,000,000)
represented by ONE HUNDRED MILLION (100,000,000) shares of common stock, $1.00 par value per share, and TEN
MILLION (10,000,000) shares of preferred stock, $1.00 par value per share. The shares may be issued by the Corporation from
time to time as authorized by the Board of Directors without the further approval of shareholders, except to the extent that such
approval is required by governing law, rule or regulation.
The Board of Directors is expressly authorized to provide, when it deems necessary, for the issuance of shares of preferred
stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting
powers; and with such designations, preferences, rights, qualifications, limitations or restrictions thereof, as shall be expressed
in the resolution or resolutions of the Board of Directors, authorizing such issuance, including (but without limiting the
generality of the foregoing) the following:
(a)
the designation of such series, the number of shares to constitute such series and the stated value thereof if
different from the par value thereof;
(b) the dividend rate of such series, the conditions and dates upon which the dividends shall be payable, the
preference or relation which such dividends shall bear to the dividends payable on any other class or classes of
capital stock of the Corporation, and whether such dividends shall be cumulative or non-cumulative;
(c)
whether the shares of such series shall be subject to redemption by Corporation, and if made subject to such
redemption, the terms and conditions of such redemption;
(d) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
(e) whether the shares of such series shall be convertible and if provision be made for conversion, the terms of such
conversion;
(f)
the extent, if any, to which the holders of such shares shall be entitled to vote; provided, however, that in no
event, shall any holder of any series of preferred stock be entitled to more than one vote for each such share;
(g) the restrictions and conditions, if any, upon the issue or re-issue of any additional preferred stock ranking on a
parity with or prior to such shares as to dividends or upon dissolution;
(h) the rights of the holders of such shares upon dissolution of, or upon distribution of assets of the Corporation,
which rights may be different in the case of a voluntary dissolution; and
(i) any other powers, preferences and relative, participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof.
1
The powers, preferences and relative, participating, optional and other special rights, of each series of preferred stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. All
shares of any one series of preferred stock shall be identical in all respects with all other shares of such series, except that shares of
any one series issued at different times may differ as to the dates from which dividends thereon shall accrue and/or be cumulative.
FIFTH: No holder of the capital stock of the Corporation shall be entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any class whatsoever of the Corporation, or of securities convertible into
stock of any class whatsoever, whether now or hereafter authorized, or whether issued for cash or other consideration or by way of a
dividend.
SIXTH: The name, place of residence and postal address of the sole incorporator are as follows:
Name
Pedro Maldonado
Place of Residence and Postal Address
Carretera 971
Kilómetro 12.2
Barrio Sonadora
Naguabo, Puerto Rico
P.O. Box 364225
San Juan, Puerto Rico 00936-4225
SEVENTH: The Corporation is to have perpetual existence:
EIGHTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further creation,
definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders, it is further provided:
1. Directors and Number of Directors. The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors. The number of directors of the Corporation shall be fixed by, or in the manner provided in, the
by-laws. The directors of the Corporation need not be stockholders.
2. Classification and Term. The Board of Directors, other than those who may be elected by the holders of any
class or series of stock having preference over the Common Stock as to dividends or upon liquidation, shall be divided into three
classes as nearly equal in number as possible until the 2019 annual meeting of stockholders, with one class to be elected annually. The
term of office of the initial directors shall be as follows: the term of directors of the first class shall expire at the first annual meeting of
stockholders after the effective date of this Certificate of Incorporation; the term of office of the directors of the second class shall
expire at the second annual meeting of stockholders after the effective date of this Certificate of Incorporation; and the term of office
of the third class shall expire at the third annual meeting of stockholders after the effective date of this Certificate of Incorporation;
and, as to directors of each class, when their respective successors are elected and qualified. At each annual meeting of stockholders
until the 2019 meeting, directors elected to succeed those whose terms are expiring shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders and when their respective successors are elected and qualified.
At the 2019 annual meeting of stockholders, the term of office of all classes of directors shall expire. Effective as of the date of the
2019 annual meeting of stockholders, the classification of the Board of Directors shall be eliminated, and all directors thereafter shall
be elected annually.
3. Cumulative Voting. At each annual meeting of stockholders in which more than one director is being elected,
every stockholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by
the stockholder for as many persons as there are directors to be elected and for whose election the stockholder has a right to vote, or to
cumulate the votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of
his shares shall equal, or by distributing such votes on the same principle among any number of candidates.
4. Vacancies. Except as otherwise fixed pursuant to the provisions of Article FOURTH hereof relating to the rights
of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect
directors, any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of
directors, may be filled by a majority vote of the directors then in office, whether or not a quorum is present, or by a sole remaining
2
director, and any director so chosen shall hold office for the remainder of the term to which the director has been selected and until
such director's successor shall have been elected and qualified. When the number of directors is changed prior to the 2019 annual
meeting of stockholders, the Board of Directors shall determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided that no decrease in the number of directors shall shorten the term of any incumbent director.
5. Removal. Subject to the rights of any class or series of stock having preference over the Common Stock as to
dividends or upon liquidation to elect directors, any director (including persons elected by directors to fill vacancies in the Board of
Directors) may be removed from office only with cause by an affirmative vote of not less than a majority of the votes eligible to be
cast by stockholders at a duly constituted meeting of stockholders called expressly for such purpose.
6. By-Laws. The Board of Directors is expressly authorized and empowered to make, alter and repeal the by-laws of
the Corporation, subject to the power of the stockholders to alter or repeal the by-laws made by the Board of Directors. Such action by
the Board of Directors shall require the affirmative vote of a majority of the directors then in office at any regular or special meeting
of the Board of Directors. Such action by the stockholders shall require the affirmative vote of the holders of a majority of the shares
of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote
of the preferred stock as may be required by the provisions of any series thereof.
NINTH: The personal liability of the directors and officers of the Corporation for monetary damages shall be eliminated to
the fullest extent permitted by the General Corporation Law of the Commonwealth of Puerto Rico as it exists on the effective date of
this Certificate of Incorporation or as such law may be thereafter in effect. No amendment, modification or repeal of this Article
NINTH shall adversely affect the rights provided hereby with respect to any claim, issue or matter in any proceeding that is based in
any respect on any alleged action or failure to act prior to such amendment, modification or repeal.
3
Certain identified information has been excluded from this exhibit pursuant to
Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would
likely cause competitive harm to the registrant if publicly disclosed.
Exhibit 10.11
ORDER
Prepared for: Oriental Bank
254 Munoz Rivera Avenue15th Floor San Juan, PR 00918
Order Effective Date: 7/28/2020
1
Fidelity Information Services, LLC 601 Riverside Avenue
Jacksonville, FL 32204-2946
This Order is governed by the Technology Outsourcing Agreement originally entered into between Oriental Bank
(“Client”) and Metavante Corporation dated 1/26/2007 (“Agreement”). The Solution Terms below apply to the
referenced Solutions, in addition to the Technology Outsourcing Agreement. By signing this Order, Client agrees to
purchase the Services and license the Software listed on the attached pricing attachment(s).
SOLUTIONS & TERM
Solution
IBS Banking System
Applicable Solution
Terms (Existing)
The existing
Technology
Outsourcing Agreement
Applicable
Solution Terms
(Attached)
Initial Term
Renewal Term
Coterminous with
the Services
provided under the
Technology
Outsourcing
Agreement.
Coterminous with
the Services
provided under
the Technology
Outsourcing
Agreement.
Each Service on this Order will begin on the Commencement Date for that Service and continue for the initial term in
the table above (the “Initial Term”). After the Initial Term, or the then current Renewal Term, the term of the Service
automatically renews for successive renewal terms as set forth in the table above (each, a “Renewal Term”) unless
terminated by Client or FIS in writing at least 180 days prior to the last day of the Initial Term or of the then current
Renewal Term.
As of the Order Effective Date above, Metavante Corporation hereby assigns, and Fidelity Information Services, LLC,
herby assumes, all of the rights and obligations of the Agreement existing or accruing on or before the date of this
Amendment to the same extent as if Fidelity Information Services, LLC had been the original party to the Agreement.
The parties agree that the Agreement is hereby Amended to replace references to “Metavante Corporation” with
references to Fidelity Information Services, LLC, whose principal place of business is 601 Riverside Avenue,
Jacksonville, FL 32204-2946. All references to “Metavante” or “FIS” shall hereafter refer to Fidelity Information Services,
LLC.
This Order may be executed and delivered by electronic means. Electronic signatures will be deemed original
signatures for all purposes and will legally bind the parties to the same extent as an original signature. In the event of
any conflict between this Order and the Agreement, the terms of this Order govern the Solutions on this Order.
ORIENTAL BANK
FIDELITY INFORMATION SERVICES, LLC
Signature: /s/ Ana Ramos
Signature: /s/ Matthew Egan
Name:
Ana Ramos
Ana T. Ramos, CIO
Title:
Date:
Name:
Title:
Matthew Egan
Accounting Manager
November 18, 2020 | 15:05 PST
Date: November 30, 2020 | 11:30 EST
Account ID: 11461
OID: 00663758
2
Prepared for: Oriental Bank
Page 1
3
PRICING ATTACHMENT
ORIENTAL BANK
[* * *]
REVISED: OCTOBER 23, 2020
4
Company Confidential/SB/663758/S1/C3
Page 1 of 7
5
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.12
BETWEEN
OFG BANCORP
AND
JOSÉ RAFAEL FERNÁNDEZ
This Second Amendment to Employment Agreement (the “Amendment”) is made
and entered into on the 26th day of February, 2020 (the “Effective Date”), by
and between OFG BANCORP, a financial holding company that has its principal
office in San Juan, Puerto Rico (the “Company”), and JOSÉ RAFAEL FERNÁNDEZ
(the “President and CEO” or “Mr. Fernández”).
WITNESSETH:
WHEREAS, Mr. Fernández has been an executive officer of the Company since
June 1991, is presently the Company’s President, Chief Executive Officer, and
Vice Chairperson of the Board of Directors, and the retention of his services
for and on behalf of the Company is of material importance to the preservation
and enhancement of the value of the Company's business;
WHEREAS, the Company and the President and CEO have entered into an
Employment Agreement dated February 28, 2018 (the “Employment Agreement”),
which is now in effect, and wish to enter into this Amendment and intend that
this Amendment shall become effective on the Effective Date, subject to the
final approval of this Amendment by the Board of Directors of the Company,
and amend the Employment Agreement;
NOW THEREFORE, in consideration of the mutual covenants herein set forth,
the Company and the President and CEO do hereby agree as follows:
1.
Section 3.2 of the Employment Agreement is hereby amended in its entirety
to read as follows:
3.2
Bonus. The Compensation Committee shall set for the President and
1
CEO an annual target bonus based on a percentage of his annual base salary
as may be earned by him under the Company’s non-equity incentive bonus
plan (the “Incentive Bonus”). The bonus shall be due and payable on or
before March 31 of each contract year of this Agreement commencing with
the bonus corresponding to calendar year 2019 due and payable on or before
March 31, 2020.
2.
Section 5.2(b) of the Employment Agreement is hereby amended in its
entirety to read as follows:
The Compensation Committee shall consider in each contract year of this
Agreement granting the President and CEO additional incentive
compensation under the Company’s equity-based compensation plan, as
approved by the Compensation Committee, up to an annual amount equal to
a percentage, to be determined by the Compensation Committee from time to
time, of his annual base salary. The incentive compensation grants to the
President and CEO shall be made on or before March 31 of each contract
year of this Agreement commencing with the year 2017. As long as he is in
compliance with the requirements of the Company’s Stock Ownership Policy,
with respect to any incentive compensation award granted to him by the
Compensation Committee, the President and CEO shall have the option of
electing to receive the award in deferred cash equivalents.
3.
The Employment Agreement, as amended by this Amendment, constitutes the
entire agreement and understanding between the parties hereto with respect to
the subject matter thereof and hereof and, as of the Effective Date, supersedes
all prior agreements and understandings, whether written or oral, relating to
such subject matter. This Amendment to the Employment Agreement shall be
effective as of the Effective Date subject to the approval and ratification
of this Amendment by the Board of Directors of the Company. For the avoidance
of doubt, nothing in the Employment Agreement or this Amendment limits, expands
or otherwise amends the terms of the Change in Control Compensation Agreement.
2
4.
This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall constitute
one and the same agreement.
3
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement in San Juan, Puerto Rico, as of the date first above written.
PRESIDENT AND CEO
/s/José Rafael Fernández
José Rafael Fernández
OFG BANCORP
By:
Compensation Committee of the
Board of Directors
By: /s/Jorge Colón Gerena
Jorge Colón Gerena
Chairman – Compensation Committee
4
EXHIBIT 21.1
A) ORIENTAL BANK – an FDIC insured non-member commercial bank organized and existing under the laws of the
LIST OF SUBSIDIARIES
Commonwealth of Puerto Rico.
SUBSIDIARIES OF ORIENTAL BANK:
1.
Oriental International Bank Inc. – a corporation and an international banking entity organized and existing under
the laws of the Commonwealth of Puerto Rico.
2. OFG USA, LLC - a limited liability company organized and existing under the laws of the State of Delaware.
B) ORIENTAL FINANCIAL SERVICES LLC - a limited liability company and a registered securities broker-dealer and
investment adviser organized and existing under the laws of the Commonwealth of Puerto Rico.
C) ORIENTAL INSURANCE LLC – a limited liability company and a registered insurance agency organized and existing under
the laws of the Commonwealth of Puerto Rico.
D) ORIENTAL PENSION CONSULTANTS, INC – a corporation organized and existing under the laws of the State of Florida.
E) ORIENTAL FINANCIAL (PR) STATUTORY TRUST II – a special purpose statutory trust organized under the laws of the
State of Connecticut.
F)
OFG VENTURES LLC – a limited liability company organized and existing under the laws of the State of Delaware.
1
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23.1
The Board of Directors
OFG Bancorp:
We consent to the incorporation by reference in the registration statement (No. 333-191603, 333-170064, 333-147727, 333-102696,
333-57052, and 333-84473) on Forms S-8 of OFG Bancorp and subsidiaries (the Company) of our reports dated February 26, 2021,
with respect to the consolidated statements of financial condition of the Company as of December 31, 2020 and 2019, the related
consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in
the three-year period ended December 31, 2020, and the related notes, and the effectiveness of internal control over financial reporting
as of December 31, 2020, which reports appear in the December 31, 2020 annual report on Form 10-K of the Company.
Our report on the consolidated financial statements refers to a change to the Company’s method of accounting for the recognition and
measurement of credit losses as of January 1, 2020 due to the adoption of ASC Topic 326, Financial Instruments – Credit Losses
/s/ KPMG LLP
San Juan, Puerto Rico
February 26, 2021
1
MANAGEMENT CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, José Rafael Fernández, President and Chief Executive Officer of OFG Bancorp, certify that:
1. I have reviewed this annual report on Form 10-K of OFG Bancorp;
EXHIBIT 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f ) and 15d-15(f )) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with U. S.
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to
materially affect the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 26, 2021
By: /s/ José Rafael Fernández
José Rafael Fernández
President and Chief Executive Officer
1
MANAGEMENT CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.2
I, Maritza Arizmendi, Executive Vice President and Chief Financial Officer of OFG Bancorp, certify that:
1 I have reviewed this annual report on Form 10-K of OFG Bancorp;
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3 . Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f ) and 15d-15(f )) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to
materially affect the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 26, 2021
By: /s/ Maritza Arizmendi
Maritza Arizmendi
Executive Vice President and Chief Financial Officer
1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. §1350)
EXHIBIT 32.1
In connection with OFG Bancorp’s annual report on Form 10-K for the year ended December 31, 2020, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, José Rafael Fernández, President and Chief Executive
Officer of OFG Bancorp, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of OFG Bancorp.
In witness whereof, I execute this certification in San Juan, Puerto Rico, this 26th day of February 2021.
By: /s/ José Rafael Fernández
José Rafael Fernández
President and Chief Executive Officer
1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. §1350)
EXHIBIT 32.2
In connection with OFG Bancorp’s annual report on Form 10-K for the period ended December 31, 2020, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Maritza Arizmendi, Executive Vice President and Chief
Financial Officer of OFG Bancorp, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of OFG Bancorp.
In witness whereof, I execute this certification in San Juan, Puerto Rico, this 26th day of February 2021.
By: /s/ Maritza Arizmendi
Maritza Arizmendi
Executive Vice President and Chief Financial Officer
1
Executives
José Rafael Fernández
Chief Executive Officer
Ganesh Kumar
Chief Operating Officer
Maritza Arizmendi
Chief Financial Officer
José E. Cabrera Lázaro
Chief Risk and Compliance Officer
Carlos O. Souffront
Corporate Performance Officer
Board of Directors
Julian S. Inclán
Chair Board of Directors | Member of all Board Committees
José Rafael Fernández
President, CEO and Vice Chair of the Board
Juan Carlos Aguayo
Chair - Corporate Governance and Nominating Committee
Jorge Colón Gerena
Chair - Compensation Committee
Nestor De Jesús
Chair - Board Risk and Compliance Committee;
Member - Corporate Governance and Nominating Committee
Sue Harnett
Member - Board Risk and Compliance Committee
Pedro Morazzani Ferrer
Chair - Audit Committee
Edwin Pérez Hernández
Member - Compensation Committee
Carlos O. Souffront
Secretary
General Info
Main Office
Oriental Center
254 Muñoz Rivera Avenue
San Juan, PR 00918
Telephone: (787) 771-6800
Transfer Agent and Register
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
Telephone: (718) 921-8257
Dividend Reinvestment Plan
Corporate Legal Department
OFG Bancorp
PO Box 195115
San Juan, PR 00919
Telephone: (787) 771-6800
Independent Certified Public Accountants
KPMG LLP
250 Muñoz Rivera Avenue, Suite 1100
San Juan, PR 00918
Form 10-K
Annual Report on Form 10-K filed with the SEC is available
on request at: www.proxyvote.com
Annual Meeting
April 28, 2021 at 10:00 AM (EST)
It can be accessed live on
https://www.virtualshareholdermeeting.com/OFG2021
Business Lines
Banking: Retail, Commercial and Wholesale
Auto Lending
Mortgage Lending
Wealth Management: Trust and Retirement Services, Securities
Brokerage, Investment Advisory Services
Insurance
Annual Certifications
Our President and CEO has submitted to the NYSE the Domestic
Company Section 303A Annual CEO Certification regarding our
compliance with the corporate governance listing standards of the
NYSE. Also, we have filed with the SEC, as exhibits 31.1 and 31.2 to our
annual report on Form 10-K for fiscal 2020, the Sarbanes-Oxley
Act Section 302 Certifications of both our CEO and CFO regarding
the quality of our public disclosures.
www.OFGBancorp.com (NYSE: OFG)
www.orientalbank.com