FIRST BANCORP.
Table of Contents

 
 
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, 2006
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 THE
U.S. VIRGIN ISLANDS AND OF THE UNITED STATES OF AMERICA
(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 principal executive office)
 
 

 


Table of Contents

FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands
and of the United States of America
Financial Statements and Supplemental Schedule
December 31, 2006 and 2005

 


 

FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Financial Statements and Supplemental Schedule
Index
         
    Page (s)  
Report of Independent Registered Public Accounting Firm
    1  
 
       
Financial Statements
       
 
       
    2  
 
       
    3  
 
       
    4 - 8  
 
       
Supplemental Schedule
       
 
       
    9  
 EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP
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.

 


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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
FirstBank 401(k) Retirement Plan for Residents
of the U.S. Virgin Islands and of the United States of America
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 the U.S. Virgin Islands and of the United States of America (the “Plan”) at December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 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, 2006 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.
San Juan, Puerto Rico
July 10, 2007


CERTIFIED PUBLIC ACCOUNTANTS
(OF PUERTO RICO)
License No. 216 Expires Dec. 1, 2007
Stamp 221 3804 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report

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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
                 
    2006     2005  
Assets
               
Investments, at fair value
               
Investments in mutual funds
  $ 3,057,868     $ 2,600,509  
Investment in First BanCorp. common stock
    294,115       297,244  
Participant loans receivable
    243,136       130,788  
 
           
Total investments
    3,595,119       3,028,541  
 
           
 
               
Receivables
               
Employer contributions
    132,966       127,133  
Employee contributions
    12,474        
Other receivables, principally interest and dividends
    1,980       1,542  
Due from broker for security sold
          10,248  
 
           
Total receivables
    147,420       138,923  
 
           
Cash
    15,649       17,812  
 
           
Total assets
    3,758,188       3,185,276  
 
           
 
               
Liabilities
               
Accounts payable
          10,896  
Due to broker for securities purchased
          10,085  
 
           
Total liabilities
          20,981  
 
           
 
               
Net assets available for benefits
  $ 3,758,188     $ 3,164,295  
 
           
The accompanying notes are an integral part of these financial statements.

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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
         
    2006  
Additions
       
Investment income
       
Net appreciation in fair value of investments
  $ 72,609  
Dividends
    166,060  
Interest income on participant loans
    15,230  
 
     
Total investment income
    253,899  
 
     
 
       
Contributions
       
Employer
    181,206  
Participants
    310,702  
 
     
Total contributions
    491,908  
 
     
Total additions
    745,807  
 
     
 
       
Deductions
       
Benefits paid to participants
    151,914  
 
     
Total deductions
    151,914  
 
     
Net increase in net assets available for benefits
    593,893  
 
       
Net assets available for benefits
       
Beginning of year
    3,164,295  
 
     
End of year
  $ 3,758,188  
 
     
The accompanying notes are an integral part of these financial statements.

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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Notes to Financial Statements
December 31, 2006 and 2005
1.   Description of the Plan
 
    Reporting Entity
 
    The accompanying financial statements include the assets of the FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin Islands and of the United States of America (the “Plan”) sponsored by FirstBank Puerto Rico (the “Bank”) for its U.S. Virgin Islands and United States of America 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 on May 15, 1977. Effective September 1, 1991, the Plan was further amended to become a savings plan under the provisions of the U.S. Internal Revenue Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
 
    Eligibility
 
    All full-time employees 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 Company’s matching, qualified matching and qualified nonelective contributions.
 
    Contributions
 
    Participants are permitted to contribute up to 10% of their pre-tax 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 $15,000, as defined by the Internal Revenue Service. The Bank is required to make a matching contribution of twenty-five cents for every dollar on the first 4% of the participant’s 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. The Plan allows for rollover contributions from other qualified plans.
 
    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. Allocations are based on participant earnings or account balances, based upon the participant’s 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 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.

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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Notes to Financial Statements
December 31, 2006 and 2005
    Vesting schedule for the Bank’s matching and additional 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 4.75% to 10.25% and 4.75% to 9.5% respectively, and are due at various maturity dates through November 30, 2011. 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 $1,000 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 $1,000, 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 Bank’s contributions or earnings of the Plan’s 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 custodian’s and recordkeeper’s 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 $61,919 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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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Notes to Financial Statements
December 31, 2006 and 2005
2.   Summary of Significant Accounting Policies
 
    Basis of Accounting
 
    The Plan’s policy is to prepare its financial statements using the accrual basis of accounting and reflect management’s 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 accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and changes therein 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. Discretionary contributions are recorded in the period they are earned by the participant, as determined by the Bank’s Board of Directors.
 
    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 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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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Notes to Financial Statements
December 31, 2006 and 2005
3.   Investments
 
    The following presents the Plan’s investments:
                                 
    2006     2005  
    Value     # of shares     Value     # of shares  
First BanCorp. common stock *
  $ 294,115       30,862     $ 297,244       23,952  
Ameristock Fund *
    220,381       5,033       170,002       4,414  
Ariel Fund
    73,521       1,419       68,084       1,360  
Dodge & Cox Balanced Fund *
    234,405       2,692       180,077       2,214  
FMI Focus *
                187,888       5,781  
GE Premier Growth Equity Class A *
    228,745       9,095       188,909       7,017  
Harbor Bond Institutional Class Fund *
    389,195       33,667       439,323       37,807  
Harbor Bond Institutional International Class Fund *
    501,537       8,084       389,534       7,898  
Royce Pennsylvania Mutual Fund *
    208,715       18,039              
Schwab Value Advantage Money Fund *
    929,605       929,605       773,429       773,429  
Vanguard S&P 500 Index *
    271,764       2,081       203,263       1,769  
Participant loans receivable *
    243,136             130,788        
 
                           
 
  $ 3,595,119             $ 3,028,541          
 
                           
 
*   Investment exceeds five percent of net assets available for benefits.
    During 2006, the Plan’s investments (including gains and losses on investments bought and sold) appreciated (depreciated) in value as follows:
         
Mutual funds
  $ 159,130  
Common stock — First BanCorp.
    (86,521 )
 
     
 
  $ 72,609  
 
     
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 30,862 and 23,952 units, with a quoted market value of $294,115 and $297,244, 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 $7,714. These transactions qualify as party-in-interest transactions permitted under provisions of ERISA.

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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Notes to Financial Statements
December 31, 2006 and 2005
5.   Tax Status
 
    The Internal Revenue Service has determined and informed the Bank under letter dated December 22, 2003 that the Plan is designed in accordance with the applicable sections of the U.S. Internal Revenue Code (IRC) and, therefore, exempt from income taxes. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
 
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 $5,163 at December 31, 2006 ($4,928 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 Bank’s future contributions. No forfeited non-vested accounts were used to cover administrative expenses of the plan in 2006. No forfeitures were used to reduce the Bank’s contributions in 2006.
 
8.   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 participant’s 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 contribution of $130,970 and $127,133 based on the Bank’s results for the years ended December 31, 2006 and 2005, respectively. At December 31, 2006 and 2005, these additional contributions were recorded as employer contribution receivables and as contributions from employer.
 
    In addition, as a result of the Plan’s non compliance with its non-discrimination test for 2005, the Plan reimbursed during 2006 excess contributions of $10,896 to Plan participants, such amounts was recorded as accounts payable at December 31, 2005.

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FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin
Islands and of the United States of America
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2006   Exhibit I
                     
    (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, 30,862 shares   **   $ 294,115  
   
 
             
 
   
Ameristock Fund
  Mutual Fund, 5,033 shares   **     220,381  
   
Ariel Fund
  Mutual Fund, 1,419 shares   **     73,521  
   
Dodge & Cox Balanced Fund
  Mutual Fund, 2,692 shares   **     234,405  
   
GE Premier Growth Equity Class A
  Mutual Fund, 9,095 shares   **     228,745  
   
Harbor Bond Institutional Class Fund
  Mutual Fund, 33,667 shares   **     389,195  
   
Harbor Bond Institutional International Class Fund
  Mutual Fund, 8,084 shares   **     501,537  
   
Royce Pennsylvania Mutual Fund
  Mutual Fund, 18,039 shares   **     208,715  
*  
Schwab Value Advantage Money Fund
  Mutual Fund, 929,605 shares   **     929,605  
   
Vanguard S&P 500 Index
  Mutual Fund, 2,081 shares   **     271,764  
   
 
             
   
 
 
Total mutual funds
        3,057,868  
   
 
             
 
*  
Participant loans receivable
  Interest rates ranging from 4.75% to 10.25%, maturity dates of 7/3/2007 to 11/30/2011   **     243,136  
   
 
             
   
 
          $ 3,595,119  
   
 
             
 
*   Party in-interest
 
**   Historical cost is not required for participant directed investment.

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SIGNATURE
The Plan. Pursuant to the requirement of the Securities Exchange Act of 1934, the Board of Trustees (or 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.    
 
           
Dated: 7/16/2007
  By:   /s/ Pedro Romero    
 
           
 
      Authorized Representative    
 
           
Dated: 7/16/2007
  By:   /s/ Maria Medina    
 
           
 
      Authorized Representative