þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Page (s) | ||||||||
Report of Independent Registered Public Accounting Firm |
1 | |||||||
Financial Statements |
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2 | ||||||||
3 | ||||||||
4 - 9 | ||||||||
Supplemental Schedule |
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10 | ||||||||
EX-23.1 CONSENT OF PRICEWATERCOOPERS LLP |
Note: | Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
2006 | 2005 | |||||||
Assets |
||||||||
Investments, at fair value |
||||||||
Investments in mutual funds |
$ | 16,362,272 | $ | 14,232,975 | ||||
Investment in First BanCorp. common stock |
1,968,460 | 2,284,731 | ||||||
Participant loans receivable |
1,165,651 | 1,081,195 | ||||||
Total investments |
19,496,383 | 17,598,901 | ||||||
Receivables |
||||||||
Employer contribution |
740,040 | 647,251 | ||||||
Employee contribution |
57,010 | | ||||||
Other receivables, principally interest and dividends |
14,282 | 11,610 | ||||||
Due from brokers for security sold |
26 | 225,793 | ||||||
Total receivables |
811,358 | 884,654 | ||||||
Cash |
82,585 | 168,328 | ||||||
Total assets |
20,390,326 | 18,651,883 | ||||||
Liabilities |
||||||||
Due to brokers for securities purchased |
| 161,955 | ||||||
Total liabilities |
| 161,955 | ||||||
Net assets available for benefits |
$ | 20,390,326 | $ | 18,489,928 | ||||
2
2006 | ||||
Additions |
||||
Investment income |
||||
Net appreciation in fair value of investments |
$ | 695,111 | ||
Dividends |
771,968 | |||
Interest income on loans to participants |
82,263 | |||
Total investment income |
1,549,342 | |||
Contributions |
||||
Participants |
1,367,633 | |||
Employer |
949,923 | |||
Rollovers from other qualified plans |
213,268 | |||
Total contributions |
2,530,824 | |||
Total additions |
4,080,166 | |||
Deductions |
||||
Benefits paid to participants |
2,179,768 | |||
Total deductions |
2,179,768 | |||
Net increase in net assets available for benefits |
1,900,398 | |||
Net assets available for benefits |
||||
Beginning of year |
18,489,928 | |||
End of year |
$ | 20,390,326 | ||
3
1. | Description of the Plan | |
Reporting Entity | ||
The accompanying financial statements include the assets of the FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (the Plan) sponsored by FirstBank Puerto Rico (the Bank) for its Puerto Rico employees only. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a complete description of the Plans provisions. | ||
General | ||
The Plan is a defined contribution plan, which became effective in 1965, and was amended in 1977, to comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and as of January 1, 1985, to comply with the requirements of the Retirement Equity Act of 1984 (REACT). Accordingly, the Plan is subject to the provisions of ERISA. Effective September 1, 1991, the Plan was further amended to become a savings plan under the provisions of the Puerto Rico Internal Revenue Code Section 1165(e). | ||
Eligibility | ||
All full-time employees of the Bank and its wholly owned Puerto Rico subsidiaries are eligible to participate in the Plan after completion of three months of service for purposes of making elective deferral contributions and one year of service for purposes of sharing in the Banks matching, qualified matching and qualified nonelective contributions. | ||
Contributions | ||
Participants are permitted to contribute up to 10% of their pretax annual compensation, as defined in the Plan, and up to an additional 8% on an after-tax basis. Contributions are subject to certain limitations. For the year ended December 31, 2006, pre-tax contributions were limited to a maximum of $8,000, as defined by the Puerto Rico Internal Revenue Code of 1994, as amended. The Bank is required to make a matching contribution of twenty-five cents for every dollar on the first 4% of the participants compensation that a participant contributes to the Plan on a pre-tax basis. In addition, the Bank may voluntarily make additional discretionary contributions to the Plan at the end of the year to be distributed among the participants accounts as established in the Plan. Investment of participants and employers contributions are directed by participants into various investment options, which include several mutual funds and the common stock of First BanCorp. the Banks parent company. The Plan allows for rollover contributions from other qualified plans. | ||
Participant Accounts | ||
Each participants account is credited with the participants contributions and allocations of (a) the Banks contributions and (b) Plan investment earnings. Allocations are based on participant earnings or account balances, based on the participants investment elections, as defined by the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | ||
Vesting | ||
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Banks contribution portion of their account is based on years of continuous service. A participant is 100% vested after five years of credited service. |
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Vesting schedule for the Banks matching and additional discretionary contribution is as follows: |
Years of | Vested | |
Service | Percentage | |
Less than 2
|
0% | |
2 | 20% | |
3 | 40% | |
4 | 60% | |
5 or more | 100% |
Loans to Participants | ||
Under the terms of the Plan, participants are allowed to borrow from their accounts up to 50% of their vested account balance or $50,000, whichever is less. Loan transactions are treated as a transfer to (from) the investment funds from (to) the Participants Loan Fund. Loans are collateralized by the balance in the participants accounts and bear interest at the rate determined by the Plan administrator at the time the loan is granted. At December 31, 2006 and 2005 the interest rates of these loans range from 6% to 10.25% and 6% to 9% respectively, and are due at various dates through July 8, 2016. Principal and interest is paid ratably through biweekly payroll deductions. | ||
Payment of Benefits | ||
Plan participants are permitted to make withdrawals from the Plan, subject to provisions in the Plan agreement. If a participant suffers financial hardship, as defined in the Plan agreement, the participant may request a withdrawal from his or her contributions. In the case of participant termination because of death, the entire vested amount is paid to the person or persons legally entitled thereto. | ||
Vested plan benefits not exceeding $5,000 are distributed to participants in a single lump-sum cash payment after employment with the Bank is terminated. If the value of the vested account is more than $5,000, the participant may elect to defer any benefit payable under the Plan until a specified future date. If benefit payments are to be deferred, the Plan will earmark the balance as part of its assets in a special account or a deposit certificate with the funds of the former participant. Interest earned on such special account is paid to the participant. Such special accounts or certificates do not participate in the allocation of the Banks contributions or earnings of the Plans investments. There were no outstanding benefits payable to participants at December 31, 2006 and 2005. | ||
Plan Expenses and Administration | ||
Bank and participant contributions were held by Charles Schwab as custodian and managed by Milliman USA, Inc. as plan recordkeeper, both appointed by the Board of Directors of the Bank. The custodian invests cash received, interest and dividend income and makes distributions to participants. | ||
Administrative expenses for the custodians and recordkeepers fees are paid by the Bank unless there are forfeitures available to offset such expenses. For the year ended December 31, 2006 the Bank paid $231,287 in administrative fees on behalf of the Plan. | ||
Forfeitures | ||
Forfeited balances of terminated participants nonvested accounts are used to reduce future Bank contributions or used to cover administrative expenses of the Plan. |
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2. | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The financial statements of the Plan are prepared under the accrual basis of accounting and reflect managements estimates and assumptions, such as those regarding fair value, that affect the recorded amounts. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Contributions | ||
Employee contributions are recorded in the period in which the Bank makes payroll deductions from the participants compensation. Matching employers contributions are recorded in the same period. Discretionary contributions are recorded in the period they are earned by the participant, as determined by the Banks Board of Directors. | ||
Investments Valuation and Income Recognition | ||
The Plans investments in mutual funds and common stock of First BanCorp are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at the reporting date. First BanCorps common stock is valued at its quoted market price. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. | ||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. | ||
Participant Loans | ||
Participant loans are valued at their outstanding balance, which approximates fair value. | ||
Payment of Benefits | ||
Benefits are recorded when paid. |
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3. | Investments | |
The following presents the Plans investments: |
2006 | 2005 | |||||||||||||||
Value | # of shares | Value | # of shares | |||||||||||||
First BanCorp. common stock* |
$ | 1,968,460 | 206,554 | $ | 2,284,731 | 184,104 | ||||||||||
Ameristock Fund* |
1,920,928 | 43,867 | 1,567,713 | 40,709 | ||||||||||||
Ariel Fund |
489,360 | 9,445 | 386,069 | 7,711 | ||||||||||||
Dodge &
Cox Balanced Fund* |
1,604,865 | 18,430 | 1,534,410 | 18,864 | ||||||||||||
FMI Focus* |
| | 1,321,702 | 40,668 | ||||||||||||
GE Premier
Growth Equity Class A |
228,383 | 9,080 | 166,211 | 6,174 | ||||||||||||
Harbor Bond
Institutional Class Fund |
539,138 | 46,638 | 556,222 | 47,868 | ||||||||||||
Harbor Bond
Institutional International Class Fund* |
2,456,001 | 39,587 | 1,602,328 | 32,488 | ||||||||||||
Royce
Pennsylvania Mutual Fund* |
1,460,591 | 126,240 | | | ||||||||||||
Schwab Value
Advantage Money Fund* |
3,747,873 | 3,747,873 | 3,711,152 | 3,711,152 | ||||||||||||
Vanguard
S&P 500 Index* |
3,915,133 | 29,980 | 3,387,168 | 29,474 | ||||||||||||
Participant Loans receivable* |
1,165,651 | | 1,081,195 | | ||||||||||||
$ | 19,496,383 | $ | 17,598,901 | |||||||||||||
* | Investment exceeds five percent of net assets available for benefits. |
During the year ended December 31, 2006, the Plans investments (including gains and losses on investments bought and sold) appreciated (depreciated) in value as follows: |
Mutual Funds |
$ | 1,203,254 | ||
Common stock First BanCorp. |
(508,143 | ) | ||
$ | 695,111 | |||
4. | Party-In Interest Transactions | |
Certain plan investments are shares of a mutual fund managed by The Charles Schwab Trust Company, which is also a provider of custodial services as defined by the Plan since April 1, 2005. In addition, at December 31, 2006 and 2005, the Plan held 206, 554 and 184,104 units, with a quoted market value of $1,968,460 and $2,284,731, respectively, of common stock of First BanCorp., the Financial Holding Company of the Plan Sponsor. For the year ended December 31, 2006, the Plan received dividend income related to the common stock of First BanCorp held by the Plan in the amount of $55,624. These transactions qualify as party-in-interest transactions permitted under provisions of ERISA. |
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5. | Tax Status | |
The Puerto Rico Department of Treasury has determined and informed the Bank under letter dated November 10, 2005 that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code of the Commonwealth of Puerto Rico and, therefore, exempt from income taxes. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plans tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code of the Commonwealth of Puerto Rico. | ||
6. | Plan Termination | |
Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts and such termination shall not reduce the interest of any participating employee or their beneficiaries accrued under the Plan up to the date of such termination. | ||
7. | Forfeited Amount | |
Forfeited nonvested accounts amounted to $7,371 at December 31, 2006 ($5,156 at December 31, 2005). These accounts are transferred by the Plan administrator to an unallocated account to be used to cover administrative expenses of the Plan or reduce the Banks future contributions. For the year ended December 31, 2006, $174 from forfeited non-vested accounts was used to reduce the Banks contributions. No forfeitures were used to cover administrative expenses of the Plan in 2006. | ||
8. | Risks and Uncertainties | |
The Plans investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in these factors in the near term would materially affect participants account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. | ||
9. | Additional Contributions | |
The Board of Directors of the Bank approved in 2007 and 2006 additional contributions of $552,488 and $488,284 based on the Banks results for the years ended December 31, 2006 and 2005, respectively. In addition, as a result of the Plans non-compliance with its non-discrimination test for the years ended December 31, 2006 and 2005, the Bank agreed to contribute $178,584 and $158,967, respectively, to non-highly compensated participants to satisfy contribution requirements. At December 31, 2006 and 2005, these additional contributions were recorded as employer contribution receivables and as contributions from employer. |
8
10. | Additional benefits paid to participants | |
On December 14, 2006, the Plan Administrator sent a notification to the participants of the Plan communicating the option for participants to perform an in-service withdrawal from the Plan for the payment of a special 5% prepaid tax on their Plan account balance as provided by the Act 87 of the Puerto Rico Internal Revenue Code of 1994, as amended on May 13, 2006. In-Service withdrawals paid during the year ended December 31, 2006 as a result of this provision aggregated to $272,603 and were recorded as benefits paid to participants on the financial statements. |
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(b) Identity of issue, borrower | (c) Description of Investment including | |||||||||
(a) | lessor or similar party | maturity date, rate of interest, par value | (d) Cost | (e) Current value | ||||||
* | First BanCorp. Common Stock | Common Stock, 206,554 shares |
** | $ | 1,968,460 | |||||
Ameristock Fund | Mutual Fund, 43,867 shares |
** | 1,920,928 | |||||||
Ariel Fund | Mutual Fund, 9,445 shares |
** | 489,360 | |||||||
Dodge & Cox Balanced Fund | Mutual Fund, 18,430 shares |
** | 1,604,865 | |||||||
GE Premier Growth Equity Class A | Mutual Fund, 9,080 shares |
** | 228,383 | |||||||
Harbor Bond International Class Fund | Mutual Fund, 46,638 shares |
** | 539,138 | |||||||
Harbor Bond Institutional International Class Fund | Mutual Fund, 39,587 shares |
** | 2,456,001 | |||||||
Royce Pennsylvania Mutual Fund | Mutual Fund, 126,240 shares |
** | 1,460,591 | |||||||
* | Schwab Value Advantage Money Fund | Mutual Fund, 3,747,873 shares |
** | 3,747,873 | ||||||
Vanguard S&P 500 Index | Mutual Fund, 29,980 shares |
** | 3,915,133 | |||||||
Total mutual funds |
16,362,272 | |||||||||
* | Participant loans receivable | Interest
rates ranging from 6% to 10.25%,
maturity dates of 6/18/2007 to 7/8/2016 |
** | 1,165,651 | ||||||
$ | 19,496,383 | |||||||||
* | Party in-interest | |||||||||
** | Historical cost is not required for participant directed investment. |
10
FIRST BANCORP. |
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Dated: 7/16/2007 | By: | /s/ Pedro A. Romero | ||
Authorized Representative | ||||
Dated: 7/16/2007 | By: | /s/ Maria Medina | ||
Authorized Representative | ||||