SEC Company Response from Macro Bank Inc. (BMA) (CIK 0001347426) (BMA) — Sep 27, 2010
Macro Bank Inc. (BMA) (CIK 0001347426)
Date: Sept. 27, 2010 · CIK: 0001347426 · Accession: 0001144204-10-051010
AI Filing Summary & Sentiment
File numbers found in text: 001-32827
Referenced dates: September 13, 2010
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CORRESP
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VIA EDGAR AND FACSIMILE
Sarmiento
447 – C1041AAI
C.A.B.A
– Rep. Argentina
.
Mr.
Michael Seaman
September
27, 2010
Special
Counsel
Mr.
Matt McNair
Attorney-Adviser
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, NE, Washington, D.C. 20549
Fax:
(703) 813-6983
Re.
Macro
Bank, Inc.
Form
20-F for Fiscal Year Ended December 31, 2009
Filed June 1, 2010
File No. 001-32827
Dear Mr.
Seaman:
By letter
dated September 13, 2010, the staff of the Securities and Exchange Commission
(the “Staff”)
provided certain comments on Banco Macro S.A. (Macro Bank, Inc.) (the
“Company”)’s
annual report on Form 20-F for the fiscal year ended December 31, 2009 (the
“2009 Form
20-F”), which was filed with the Securities and Exchange Commission (the
“Commission”)
on June 1, 2010. In response to the Staff’s comments, the Company
submits the responses below.
For your
convenience, the Company has reproduced below in italics the Staff’s comments
and has provided responses immediately below the comments.
Comment No.
1
Item 4. Information on the
Bank
Allocation of the Allowance
for Loan Losses, page 53
1.
Please revise future filings to present this information for five years as
required by Industry Guide 3.
Response to Comment No.
1
The
Company will revise future filings to present the information requested for five
years.
Comment No.
2
Item 7. Major Shareholders
and Related Party Transactions
B. Related Party
Transactions, page 87
2.
Please provide to the staff the information required by Item 7.B.2 of Form 20-F
and revise future filings accordingly. Alternatively, confirm, if accurate, that
Instruction 2 to Item 7.B is applicable and revise future filings
accordingly.
1
Response to Comment No.
2
Instruction
2 to Item 7.B is applicable to the Company, and the Company will conform its
disclosure to such instruction in future filings.
Comment No.
3
Item 10. Additional
Information
C. Material Contracts, page
94
3. Please provide us with a detailed
explanation of the analysis you undertook to conclude that you have no material
contracts.
Response to Comment No.
3
In
connection with the preparation of the 2009 Form 20-F, the Company conducted
internal inquiries to obtain the information necessary to update its disclosure
in accordance with the instructions to Form 20-F. These inquiries
included, the identification of contracts to which the Company or any subsidiary
is a party that (i) are not contracts that ordinarily accompany the kind of
business that the Company and its subsidiaries conduct, (ii) fall under any of
the categories set forth in paragraph 4(b) of the “Instructions as to Exhibits”
of Form 20-F, or (iii) are otherwise considered material under paragraph 4(c) of
the “Instructions as to Exhibits” of Form 20-F.
Based on
such inquiries, the Company concluded that, during the two years immediately
preceding publication of the 2009 Form 20-F, the Company and its subsidiaries
did not enter into or become a party to any contract that is required to be
disclosed under Item 10.C of Form 20-F.
Comment No.
4
Item 18. Financial
Statements
31. Consolidated Income
Statements and Balance Sheet, page F-62
4.
The Consolidated Income Statement on page 53 indicates it is presented under the
measurement methods provided by the Central Bank but under the US SEC disclosure
requirements. Please tell us and revise future filings to clarify the
specific nature of the organization and development expenses you are amortizing
and the provision for losses other receivables and other allowance that you
present in the Consolidated Income Statement. Clarify the US GAAP
guidance that you relied on for your reconciliation to US GAAP and the
associated US GAAP accounting policies.
Response to Comment No.
4
As
indicated in the Company’s audited consolidated financial statements as of and
for the years ended December 31, 2009 and 2008 (see notes 4.4.l), 26 and 35.5.),
“Amortization of organization and development expenses” includes
primarily:
2
·
Costs
related to information technology projects (purchased software): under
Central Bank Rules, the Company records as expenses software costs
relating to preliminary application development and post–implementation
stages of software development. Central Bank Rules allow
capitalization of certain costs that are not eligible for capitalization
under ASC 350- 40. The Company follows the requirements of ASC
350- 40 for its US GAAP policy with respect to such costs. Please see also
note 35.5.b) of the Company’s audited consolidated financial statements as
of and for the years ended December 31, 2009 and
2008.
·
Differences
due to court orders: under Central Bank Rules, the Company records under
this item exchange differences related to payments and provisions made by
the Company in relation to the constitutional protection and court
judgments resulting from court decisions mentioned in note 2 to the
Company’s audited consolidated financial statements as of and for the
years ended December 31, 2009 and 2008. Under ASC 450, the
right to obtain compensations for this asset is deemed a contingent gain
that cannot be recognized until realized and, therefore, the Company
includes this in the US GAAP reconciliation. Please see also note 35.5.a)
of the Company’s audited consolidated financial statements as of and for
the years ended December 31, 2009 and
2008.
·
Organization
costs: under Central Bank Rules, the Company records under this item cost
inherent to the set up and organization of the Bank. Under ASC 720-15,
these organization costs are expensed. Please see also note 35.5.c) of the
Company’s audited consolidated financial statements as of and for the
years ended December 31, 2009 and
2008.
Additionally,
as described in the Company’s audited consolidated financial statements as of
and for the years ended December 31, 2009 and 2008 (see notes 4.4.o) and 27),
“Provision for losses on other receivables and other allowances” mainly includes
expenses related to contingent liabilities for probable claims, lawsuits and
other proceedings, including those related to labor and other obligations. The
amounts have been accrued in accordance with Central Bank Rules, which are
similar to ASC 450 “Contingencies”.
The
Company takes note of the Staff´s comment and will review future filings to
include cross references in note 31 to the notes mentioned in previous
paragraphs and vice-versa.
Comment No.
5
35. Summary of Significant
Differences … page F-68
5.
Please tell us and revise future filings to provide a discussion of your
accounting policy for repurchase agreements and how it complies with US GAAP.
Discuss whether you record these transactions as sale or as secured financings
and, in each case, how you determined the appropriateness of your
accounting.
3
Response to Comment No.
5
With
regard to the Company’s repurchase agreements, the Company determined that
Central Bank Rules are similar to ASC 860. As a consequence, the Company
recorded all of those agreements as secured financings and there is no
difference under US GAAP. There are no agreements that would qualify for sales
under applicable accounting policies.
The
Company takes note of the Staff´s comment and will review future filings to
clarify our accounting policy for repurchase agreements under US
GAAP.
Comment No.
6
35.1. Income Taxes, page
F-68
6.
Please tell us and revise future filings to disclose why it is more likely than
not that you will not realize a portion of your deferred tax assets such that a
valuation allowance is required. Clearly disclose how you determined
the amount of the valuation allowance that was required at each balance sheet
date.
Response to Comment No.
6
In
accordance with ASC 740-10-30-16 through 30-25, the Company evaluates for each
consolidated entity all available evidence, both positive and negative and the
future realization of the tax benefit over a relatively short period of time
(considering future reversals of existing taxable temporary differences, future
taxable income exclusive of reversing temporary differences and carryforwards
and tax-planning strategies). The Company considers using future projections of
income for only relatively short periods of time to be a reasonable approach,
given Argentina's history of economic volatility.
In
determining the amount of the valuation allowance for deferred tax assets
required at each balance sheet date, the Company applies ASC 740 as mentioned in
note 35.1. to the Company’s audited consolidated financial statements as of and
for the years ended December 31, 2009 and 2008. At each balance sheet date and
since the Initial Public Offering, the Company has applied the same
policy.
The
Company takes note of the Staff´s comment and will review future filings to
clarify the disclosures for valuation allowances for deferred tax.
Comment No.
7
35.2 Exposure to Argentine
Public Sector and Private Securities, page F-70
7.
Please provide us with a schedule that presents securities available for sale in
a tabular format that reconciles them to the balance sheet in footnote 31 and
that includes the disclosure requirements of ASC
320-10-50-2. Similarly, please address the disclosure requirements of
ASC 320-10-50 sub paragraphs 6 and 7. Revise future filings to
include this information.
4
Response to Comment No.
7
The
following tabular format reconciles securities classified as available for sale
(note 35.2. to the Company’s audited consolidated financial statements as of and
for the years ended December 31, 2009 and 2008) to the balance sheet under
Central Bank Rules (note 31) and includes the disclosure requirements of ASC
320-10-50-2:
As of December 31, 2009
Securities
Balance Sheet
Amortized Cost
Net Unrealized
Gains
Fair Value
Holdings
in special investment accounts
659,371
578,755
318,487
897,242
Instrument
issued by Central Bank of Argentina and other unlisted
securities
(1)
5,374,035
5,359,701
(4,622
)
5,355,079
6,033,406
5,938,456
313,865
6,252,321
As of December 31, 2008
Securities
Balance Sheet
Amortized Cost
Net Unrealized
Gains
Fair Value
Holdings
in special investment accounts
448,305
459,797
(51,130
)
408,667
Instrument
issued by Central Bank of Argentina and other unlisted
securities
(1)
3,967,708
3,957,135
(53,662
)
3,903,473
4,416,013
4,416,932
(104,792
)
4,312,140
(1)
As of December 31, 2009
and 2008, it includes 521,159 and 5,626, respectively, related to
available for sale securities under repurchased agreements classified in
note 31 as “Federal Funds sold and securities purchased under resale
agreements of similar
arrangements”.
In
addition, the following table presents the contractual maturities of the
securities available for sale as of December 31, 2009 (see notes 21. and 24. for
the contractual maturities under Central Bank Rules):
Maturing
Securities
Within 1
year
After 1 year
but within 5
years
After 5 year
but within
10 years
After 10
years
Without
due date
Total
Holdings
in special investment accounts
19,308
633,028
219,818
25,088
0
897,242
Instrument
issued by Central Bank of Argentina and other unlisted
securities
5,228,164
107,193
19,722
0
0
5,355,079
5,247,472
740,221
239,540
25,088
0
6,252,321
In
accordance with the disclosure requirements of ASC 320-10-50 sub paragraph 6 and
7, the following table presents information regarding investments with
unrealized loss position:
5
For the years ended December 31
2009
2008
Securities
Gross Unrealized
losses
Fair Value
Gross Unrealized
losses
Fair Value
Holdings
in special investment accounts
0
0
(51,766
)
355,130
Instrument
issued by Central Bank of Argentina and other unlisted
securities
(19,919
)
3,510,618
(61,517
)
2,450,063
(19,919
)
3,510,618
(113,283
)
2,805,193
As of
December 31, 2009 and 2008, all investments had been in a continuous unrealized
loss position for less than 12 months.
In
addition, as of December 31, 2009 the unrealized losses were not significant.
However, the Company evaluated the Argentine macroeconomic environment and the
decline in fair value to determine whether it was other than temporary and
concluded that there was no need to record anything other than temporary
impairment.
The
Company takes note of the Staff´s comment and will review future filings to
include the disclosure requirements of ASC 320-10-50 paragraphs 2, 6 and
7.
******
In
accordance with the requests at the end of your letter, the Company hereby
acknowledges that (i) it is responsible for the adequacy and accuracy of the
disclosure in it