SEC Comment Letter for OFG BANCORP (OFG) (CIK 0001030469) (OFG) — Dec 7, 2020
OFG BANCORP (OFG) (CIK 0001030469)
Date: Dec. 7, 2020 · CIK: 0001030469 · Accession: 0000000000-20-011691
AI Filing Summary & Sentiment
File numbers found in text: 001-12647
Letter
United States securities and exchange commission logo December 7, 2020 Jose Rafael Fernandez President and Chief Executive Officer OFG BANCORP 254 Munoz Rivera Avenue San Juan, Puerto Rico 00918 Re:OFG BANCORP Form 10-K for the Fiscal Period ending December 31, 2019 Filed March 3, 2020 Form 10-Q for the Quarterly Period ending September 30, 2020 Filed November 6, 2020 Form 8-K Filed October 23, 2020 File No. 001-12647 Dear Mr. Fernandez: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the fiscal period ending December 31, 2019 Business Loan Underwriting, page 1 1.You disclose that commercial loans bear interest rates that float with the prime rate, Libor, or another established index. Please disclose in future filings, your Libor exposure and the potential impact to your financial statements from the expected discontinuation of Libor. Please also include a risk factor concerning your Libor exposure, as appropriate.
FirstName LastNameJose Rafael Fernandez Comapany NameOFG BANCORP December 7, 2020 Page 2 FirstName LastNameJose Rafael Fernandez OFG BANCORP December 7, 2020 Page 2 Financial Highlights Year ended 2019, page 31 2.We note that you disclose non-GAAP adjusted net income excluding the impact of "qualitative factors adjustment" as a result of sustained favorable macroeconomic conditions in Puerto Rico. It appears that this adjustment represents a tailored accounting principal prohibited by Rule 100(b) of Regulation G, as discussed in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosures Interpretations (CD&Is). Please remove this adjustment from future filings. Alternatively, tell us how you comply with the guidance.
Form 10Q for the Quarterly Period Ending September 30, 2020 Note 5 - Loans, page 27 3.We note that you classify certain loans as US Loan Program. Please clarify in future filings the basis for this classification, including customer and or loan characteristics as well as distinct credit quality features.
Form 8-K filed October 23, 2020 Table 8-3: Reconciliation of GAAP to Non-GAAP with adjustments to exclude the impact of significant events, page 15 4.We note that you disclose non-GAAP adjusted net income including the impact of additional provision for credit losses due to Covid-19. Please tell us how you were able to differentiate between changes in expected credit losses directly related to Covid-19 and credit losses attributable to other market factors and conditions, including how this adjustment is calculated. In addition, tell us how you plan to report this adjustment going forward as the impact from macroeconomic conditions due to COVID subsides. Refer to Rule 100(b) of Regulation G, as discussed in Question 100.4 of the Non-GAAP Financial Measures Compliance and Disclosures Interpretations (CD&Is).
5.We note that you disclose non-GAAP adjusted net income including the impact of Covid- 19 expenses. Please tell us, and enhance future filings to describe the nature of these expenses and how you were able to determine they are incremental to your normal operations and nonrecurring. Refer to Rule 100(b) of Regulation G, as discussed in Question 100.1 of the Non-GAAP Financial Measures Compliance and Disclosures Interpretations (CD&Is).
FirstName LastNameJose Rafael Fernandez Comapany NameOFG BANCORP December 7, 2020 Page 3 FirstName LastName Jose Rafael Fernandez OFG BANCORP December 7, 2020 Page 3
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 with any questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
December 7, 2020
Jose Rafael Fernandez
President and Chief Executive Officer
OFG BANCORP
254 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
Re:OFG BANCORP
Form 10-K for the Fiscal Period ending December 31, 2019
Filed March 3, 2020
Form 10-Q for the Quarterly Period ending September 30, 2020
Filed November 6, 2020
Form 8-K
Filed October 23, 2020
File No. 001-12647
Dear Mr. Fernandez:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal period ending December 31, 2019
Business
Loan Underwriting, page 1
1.You disclose that commercial loans bear interest rates that float with the prime rate, Libor,
or another established index. Please disclose in future filings, your Libor exposure and
the potential impact to your financial statements from the expected discontinuation of
Libor. Please also include a risk factor concerning your Libor exposure, as appropriate.
FirstName LastNameJose Rafael Fernandez
Comapany NameOFG BANCORP
December 7, 2020 Page 2
FirstName LastNameJose Rafael Fernandez
OFG BANCORP
December 7, 2020
Page 2
Financial Highlights
Year ended 2019, page 31
2.We note that you disclose non-GAAP adjusted net income excluding the impact of
"qualitative factors adjustment" as a result of sustained favorable macroeconomic
conditions in Puerto Rico. It appears that this adjustment represents a tailored accounting
principal prohibited by Rule 100(b) of Regulation G, as discussed in Question 100.04 of
the Non-GAAP Financial Measures Compliance and Disclosures Interpretations
(CD&Is). Please remove this adjustment from future filings. Alternatively, tell us how
you comply with the guidance.
Form 10Q for the Quarterly Period Ending September 30, 2020
Note 5 - Loans, page 27
3.We note that you classify certain loans as US Loan Program. Please clarify in future
filings the basis for this classification, including customer and or loan characteristics as
well as distinct credit quality features.
Form 8-K filed October 23, 2020
Table 8-3: Reconciliation of GAAP to Non-GAAP with adjustments to exclude the impact of
significant events, page 15
4.We note that you disclose non-GAAP adjusted net income including the impact of
additional provision for credit losses due to Covid-19. Please tell us how you were able to
differentiate between changes in expected credit losses directly related to Covid-19 and
credit losses attributable to other market factors and conditions, including how this
adjustment is calculated. In addition, tell us how you plan to report this adjustment going
forward as the impact from macroeconomic conditions due to COVID subsides. Refer to
Rule 100(b) of Regulation G, as discussed in Question 100.4 of the Non-GAAP Financial
Measures Compliance and Disclosures Interpretations (CD&Is).
5.We note that you disclose non-GAAP adjusted net income including the impact of Covid-
19 expenses. Please tell us, and enhance future filings to describe the nature of these
expenses and how you were able to determine they are incremental to your normal
operations and nonrecurring. Refer to Rule 100(b) of Regulation G, as discussed in
Question 100.1 of the Non-GAAP Financial Measures Compliance and Disclosures
Interpretations (CD&Is).
FirstName LastNameJose Rafael Fernandez
Comapany NameOFG BANCORP
December 7, 2020 Page 3
FirstName LastName
Jose Rafael Fernandez
OFG BANCORP
December 7, 2020
Page 3
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance