================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-K/A
Amendment No. 2 to Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission File Number 0-15572
FIRST BANCORP
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-1421916
---------------------------------------- -------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
341 North Main Street, Troy, North Carolina 27371-0508
------------------------------------------------ -------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (910) 576-6171
-------------------------------------------
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [X] YES [ ] NO
The aggregate market value of the voting stock, Common Stock, no par value,
held by non-affiliates of the registrant, based on the closing price of the
Common Stock as of June 30, 2004 as reported on the NASDAQ National Market
System, was approximately $251,936,000. Shares of Common Stock held by each
officer and director and by each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
The number of shares of the registrant's Common Stock outstanding on March
31, 2005 was 14,138,379.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement to be filed pursuant to
Regulation 14A are incorporated herein by reference into Part III.
================================================================================
Explanatory Note
First Bancorp (the "Company") is hereby amending its previously filed
Amendment No. 1 to its Annual Report on Form 10-K for the year ended December
31, 2004. This Amendment No. 2 is being filed solely to correct a minor
unintentional omission in paragraph 4 of Exhibits 31.a and 31.b. Other than
dates, no other changes have been made. This Amendment No. 2 does not reflect
events occurring after the filing of the original Report on Form 10-K or
Amendment No. 1 and does not modify or update disclosures therein in any way
other than as described above.
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the chief executive officer and chief financial officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on the evaluation, the chief executive officer
and chief financial officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in the Company's periodic reports with the Securities
and Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote. In addition, no change in the Company's internal control over
financial reporting has occurred during, or subsequent to, the period covered by
this report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
Management's Report On Internal Control Over Financial Reporting
Management of First Bancorp and subsidiaries (the "Company") is responsible
for establishing and maintaining effective internal control over financial
reporting. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.
Under the supervision and with the participation of management, including
the principal executive officer and principal financial officer, the Company
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation under the framework in Internal Control - Integrated
Framework, management of the Company has concluded the Company maintained
effective internal control over financial reporting, as such term is defined in
Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2004.
Internal control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting can
also be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
Management is also responsible for the preparation and fair presentation of
the consolidated financial statements and other financial information contained
in this report. The accompanying consolidated financial statements were prepared
in conformity with U.S. generally accepted accounting principles and include, as
necessary, best estimates and judgments by management.
KPMG LLP, an independent, registered public accounting firm, has audited
the Company's consolidated financial statements as of and for the year ended
December 31, 2004, and the Company's assertion as to the effectiveness of
internal control over financial reporting as of December 31, 2004, as stated in
their reports, which are included herein.
/s/ James H. Garner /s/ Eric P. Credle
James H. Garner Eric P. Credle
President and Senior Vice President and
Chief Executive Officer Chief Financial Officer
April 25, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
The Board of Directors and Stockholders
First Bancorp:
We have audited management's assessment, included in the accompanying First
Bancorp and subsidiaries: Management's Report on Internal Control over Financial
Reporting, that First Bancorp maintained effective internal control over
financial reporting as of December 31, 2004, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). First Bancorp's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.
We conducted our audit 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 effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition,
2
use, or disposition of the company's assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that First Bancorp maintained effective
internal control over financial reporting as of December 31, 2004, is fairly
stated, in all material respects, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, First
Bancorp maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
First Bancorp and subsidiaries as of December 31, 2004 and 2003, and the related
consolidated statements of income, comprehensive income, stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2004, and our report dated March 6, 2005, expressed an unqualified opinion on
those consolidated financial statements.
/s/ KPMG LLP
Charlotte, North Carolina
April 25, 2005
3
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements - See Item 8 and the Cross Reference Index on
page 2 for information concerning the Company's consolidated financial
statements and report of independent auditors.
2. Financial Statement Schedules - not applicable
3. Exhibits
The following exhibits are filed with this report or, as noted, are
incorporated by reference. Management contracts, compensatory plans
and arrangements are marked with an asterisk (*).
3.a Copy of Articles of Incorporation of the Company and amendments
thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 2002, and
are incorporated herein by reference
3.b Copy of the Amended and Restated Bylaws of the Company was filed as
Exhibit 3.b to the Company's Annual Report on Form 10-K for the year
ended December 31, 2003, and is incorporated herein by reference.
4 Form of Common Stock Certificate was filed as Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, and is incorporated herein by reference.
10 Material Contracts
10.a Data Processing Agreement dated October 1, 1984 by and between Bank of
Montgomery (First Bank) and Montgomery Data Services, Inc. was filed
as Exhibit 10(k) to the Registrant's Registration Statement Number
33-12692, and is incorporated herein by reference.
10.b First Bancorp Annual Incentive Plan was filed as Exhibit 10(a) to the
Form 8-K filed on January 26, 2005 and is incorporated herein by
reference. (*)
10.c Indemnification Agreement between the Company and its Directors and
Officers was filed as Exhibit 10(t) to the Registrant's Registration
Statement Number 33-12692, and is incorporated herein by reference.
10.d First Bancorp Senior Management Supplemental Executive Retirement Plan
was filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2001, and is incorporated herein by
reference. (*)
10.e First Bancorp 1994 Stock Option Plan was filed as Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the year ended December 31,
2001, and is incorporated herein by reference. (*)
10.f First Bancorp 2004 Stock Option Plan was filed as Exhibit B to the
Registrant's Form Def 14A filed on March 30, 2004 and is incorporated
herein by reference. (*)
4
10.g Employment Agreement between the Company and James H. Garner dated
August 17, 1998 was filed as Exhibit 10(l) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998, and is
incorporated by reference (Commission File Number 000-15572). (*)
10.h Employment Agreement between the Company and Anna G. Hollers dated
August 17, 1998 was filed as Exhibit 10(m) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998, and is
incorporated by reference (Commission File Number 000-15572). (*)
10.i Employment Agreement between the Company and Teresa C. Nixon dated
August 17, 1998 was filed as Exhibit 10(n) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998, and is
incorporated by reference (Commission File Number 000-15572). (*)
10.j Employment Agreement between the Company and Eric P. Credle dated
August 17, 1998 was filed as Exhibit 10(p) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, and is
incorporated herein by reference (Commission File Number 333-71431).
(*)
10.k Employment Agreement between the Company and John F. Burns dated
September 14, 2000 was filed as Exhibit 10.w to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
and is incorporated herein by reference. (*)
10.l Employment Agreement between the Company and James G. Hudson, Jr.
dated May 17, 2001 was filed as Exhibit 10(p) to the Company's Annual
Report on Form 10-K for the year ended December 31, 2001, and is
incorporated herein by reference. (*)
10.m Employment Agreement between the Company and R. Walton Brown dated
January 15, 2003, was filed as Exhibit 10(b) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and
is incorporated herein by reference. (*)
10.n Amendment to the employment agreement between the Company and R.
Walton Brown dated March 8, 2005 was filed as Exhibit 10.n to the
Company's original Annual Report on Form 10-K for the year ended
December 31, 2004 that was filed on March 15, 2005, and is
incorporated herein by reference. (*)
10.o Copy of First Bancorp Long Term Care Insurance Plan was filed as
Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004, and is incorporated by reference.
(*)
10.p Description of Director Compensation pursuant to Item
601(b)(10)(iii)(A) of Regulation S-K. was filed as Exhibit 10.p to the
Company's original Annual Report on Form 10-K for the year ended
December 31, 2004 that was filed on March 15, 2005, and is
incorporated herein by reference.
21 List of Subsidiaries of Registrant was filed as Exhibit 21 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2003, and is incorporated herein by reference.
23.a Consent of Independent Registered Public Accounting Firm
5
31.a Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 2002.
31.b Chief Financial Officer Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 2002.
32.a Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.b Chief Financial Officer Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, First Bancorp has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Troy,
and State of North Carolina, on the 4th day of May, 2005.
First Bancorp
By: /s/ James H. Garner
-------------------
James H. Garner
President, Chief Executive Officer and Treasurer
7