FIRST BANCORP
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K

    þ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

    o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-14793

FIRSTBANK 401 (K) RETIREMENT PLAN FOR RESIDENTS OF PUERTO RICO

(Full title of the Plan and address of the Plan, if different from that of the issuer named below)

FIRST BANCORP

1519 Ponce de León Avenue, Stop 23
Santurce, Puerto Rico 00908-0146

(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)

 
 

 


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Financial Statements and Supplemental Schedule
December 31, 2004 and 2003

 


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Financial Statements and Supplemental Schedule
Index
 
         
    Page (s)
Report of Independent Registered Public Accounting Firm
    1
 
       
Financial Statements
       
 
       
Statements of Net Assets Available for Benefits at December 31, 2004 and 2003
    2
 
       
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2004
    3
 
       
Notes to Financial Statements
    4-8
 
       
Supplemental Schedule*
       
 
       
Exhibit I — Schedule H, Line 4i — Schedule of Assets (Held at End of Year) — December 31, 2004
    9
     
Note:
  Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

 


 

     
 
  PricewaterhouseCoopers LLP
 
  254 Muñoz Rivera Ave.
 
  BBV Tower, 9th Floor
 
  Hato Rey, PR 00918
 
  Telephone: (787) 754 9090
 
  Facsimile: (787) 766 1094

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

     
/s/ PricewaterhouseCoopers LLP
   
San Juan, Puerto Rico
   
June 24, 2005
   

 


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003

 
                 
    2004     2003  
Assets
               
Investments:
               
Investments in mutual funds, at fair value
  $ 13,030,564     $ 12,044,285  
Investment in First BanCorp common stock, at fair value
    4,852,037       2,421,488  
Participant loans receivable
    906,188       344,502  
 
           
Total investments
    18,788,789       14,810,275  
 
Receivables:
               
Employer contribution
    634,347       588,832  
Participant contributions
    8,000        
Other receivables, principally interest and dividends
          72  
 
           
Total receivables
    642,347       588,904  
Cash
    176,411       95,967  
 
           
Total assets
    19,607,547       15,495,146  
 
Liabilities
               
Due to brokers for securities purchased
          2,367  
 
           
Net assets available for benefits
  $ 19,607,547     $ 15,492,779  
 
           

The accompanying notes are an integral part of these financial statements.

2


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Statements of Net Assets Available for Benefits
Year Ended December 31, 2004
 
         
Additions
       
Additions to net assets attributed to
       
Investment income
       
Net appreciation in fair value of investments
  $ 2,423,900  
Interest income on loans to participants
    41,594  
Dividends
    292,102  
 
     
 
    2,757,596  
 
     
 
       
Contributions
       
Employer
    813,346  
Participants
    1,106,287  
Rollovers from other qualified plans
    4,976  
 
     
 
    1,924,609  
 
     
Total additions
    4,682,205  
 
     
Deductions
       
Deductions from net assets attributed to
       
Benefits paid to participants
    545,806  
Administrative expenses
    21,631  
 
     
Total deductions
    567,437  
 
     
 
       
Net increase
    4,114,768  
Net assets available for benefits
       
Beginning of year
    15,492,779  
 
     
End of year
  $ 19,607,547  
 
     

The accompanying notes are an integral part of these financial statements.

3


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Notes to Financial Statements
December 31, 2004 and 2003

 

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 Plan’s 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 (ERISA) and as of January 1, 1985, to comply with the requirements of the Retirement Equity Act of 1984 (REACT). Accordingly, it 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).
 
    All full-time employees of the Bank and its wholly owned Puerto Rico subsidiaries are eligible to participate in the Plan after completion of one year of service.
 
    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. During the plan year, pre-tax contributions were limited to a maximum of $8,000 per year. 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 employer’s contributions are directed by participants into various investment options, which include several mutual funds and the common stock of First BanCorp, the Bank’s parent company. Contributions are subject to certain limitations.
 
    Participant Accounts
 
    Each participant’s account is credited with the participant’s contributions and allocations of (a) the Bank’s contributions and (b) Plan earnings, and charged with an allocation of investment management expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
    Vesting
 
    Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Bank’s contribution portion of their account is based on years of continuous service. A participant is 100% vested after five years of credited service.

4


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Notes to Financial Statements
December 31, 2004 and 2003

 

Vesting schedule for the Bank’s 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 secured by the balance in the participants’ accounts and bear interest at the rate determined by the Plan administrator at the time of the loan. At December 31, 2004 the interest rates of these loans range from 6% to 9%. 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.

Benefits are paid in a lump-sum cash payment. 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 member. Interest earned on such special account is paid to the participant. Such special accounts or certificates do not participate in the allocation of the Bank’s contributions or earnings of the Plan’s investments. There were no deferred vested benefits at December 31, 2004 and 2003.

Plan Expenses and Administration

Bank and participant contributions are held by AST Trust Company 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 custodian’s and recordkeeper’s fees are paid by the Bank.

Forfeitures

Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Bank contributions or used to cover administrative expenses of the Plan.

5


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Notes to Financial Statements
December 31, 2004 and 2003

 

2.   Summary of Significant Accounting Policies
 
    Basis of Accounting
 
    The financial statements of the Plan are prepared under the accrual basis of accounting.
 
    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 employer’s contributions are recorded in the same period.
 
    Investments Valuation and Income Recognition
 
    The Plan’s 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 BanCorp’s common stock is valued at its quoted market price. The Plan presents in the statements 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 them.
 
    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.

6


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Notes to Financial Statements
December 31, 2004 and 2003

 

3.   Investments
 
    The following presents the Plan’s investments:
                                 
    2004     2003  
    Value     # of shares     Value     # of shares  
Ameristock Mutual Fund*
  $ 1,573,624       38,817     $ 1,567,843       39,783  
Ariel Fund
    304,080       5,719       119,767       2,654  
Baron Asset Fund*
                1,131,926       25,825  
Dodge & Cox Balanced Fund*
    1,396,977       17,605              
First BanCorp Common Stock*
    4,852,037       76,398       2,421,488       61,226  
FMI Focus*
    1,205,379       34,687              
GE Premier Growth Equity A
    127,319       4,683              
Harbor Bond Mutual Fund
    528,384       44,665       463,221       39,156  
Harbor International Institutional Fund*
    1,218,451       28,535       1,072,575       29,154  
Janus Balanced Fund
                1,237,290       62,051  
Janus Investment Growth & Income
                93,275       3,226  
Vanguard Money Market*
    3,483,805       3,483,805       3,467,004       3,467,004  
Vanguard S&P Indexed Fund*
    3,192,545       28,597       2,891,384       28,162  
Participant loans
    906,188             344,502        
 
                           
 
  $ 18,788,789             $ 14,810,275          
 
                           
 
*  Investment exceeds five percent of net assets available for benefits.
 
During 2004, the Plan’s investments (including gains and losses on investments bought and sold) appreciated in value as follows:
         
Mutual Funds
  $ 711,606  
Common stock — First BanCorp
    1,712,294  
 
     
 
  $ 2,423,900  
 
     

4.   Tax Status
 
    The Puerto Rico Department of Treasury has determined and informed the Bank under letter dated November 10, 2004 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.
 
5.   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


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Notes to Financial Statements
December 31, 2004 and 2003

 

6.   Forfeited Amount
 
    Forfeited nonvested accounts amounted to $200 at December 31, 2004 (2003 — $11,603). 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 Bank’s future contributions. In 2004, $21,631 from forfeited nonvested accounts were used to cover administrative expenses of the Plan. No forfeitures were used to reduce the Bank’s contributions in 2004.
 
7.   Risks and Uncertainties
 
    The Plan’s 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.
 
8.   Additional Contributions
 
    The Board of Directors of the Bank approved in 2005 an additional contribution of $501,273 based on the Bank’s 2004 results. Such additional contribution has been recorded as an employer contribution receivable and on contribution from employer in the accompanying financial statements. In addition, as part of the Plan’s compliance with its non-discrimination test, the Bank agreed to contribute $133,074 to non-highly compensated participants to satisfy contribution requirements. Such additional contribution has also been recorded as an employer contribution receivable and on contribution from employer in the accompanying financial statements.

* * * * *

8


 

FirstBank 401(k) Retirement Plan for Residents of Puerto Rico

Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2004   Exhibit I
 
                   
 
(a)   (b) Identity of issue, borrower, lessor   (c) Description of investment including maturity   (d) Cost   (e) Current value
  or similar party   date, rate of interest or par    
 
 
  Ameristock Mutual Fund   Mutual Fund, 38,817 shares   **   $ 1,573,624
 
  Ariel Fund   Mutual Fund, 5,719 shares   **     304,080
 
  Dodge & Cox Balanced Fund   Mutual Fund, 17,605 shares   **     1,396,977
*
  First BanCorp Common Stock   76,398 shares of common stock   **     4,852,037
 
  FMI Focus   Mutual Fund, 34,687 shares   **     1,205,379
 
  GE Premier Growth Equity A   Mutual Fund, 4,683 shares   **     127,319
 
  Harbor Bond Mutual Fund   Mutual Fund, 44,665 shares   **     528,384
 
  Harbor International Institutional Fund   Mutual Fund, 28,535 shares   **     1,218,451
 
  Vanguard Money Market   Mutual Fund, 3,483,805 shares   **     3,483,805
 
  Vanguard S&P Indexed Fund   Mutual Fund, 28,597 shares   **     3,192,545
*
  Participant loans   Interest rates ranging from 6% to 9%, maturity dates of 01/04/2005 to 04/18/2014   **     906,188
 
                 
 
              $ 18,788,789
 
                 
 
*   Party-in-interest
 
**   Historical cost is not required for participant directed investments.

9


 

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

         
  FIRST BANCORP
 
 
Date: 06/29/05  By:   /s/ Annie Astor-Carbonell    
    Annie Astor-Carbonell   
    Authorized Representative   
 
     
Date: 06/29/05  By:   /s/ Aida M. García    
    Aida M. García   
    Authorized Representative