Annual Report by an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
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‘11-K’ — Annual Report by an Employee Stock Purchase, Savings or Similar Plan
* All
other schedules required by Section 2520.103-10 of the U.S. Department of Labor’s rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
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Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Participants
First Bancorp Employees’ 401(k) Savings Plan
Southern Pines,
North Carolina
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the First Bancorp Employees’ 401(k) Savings Plan (the “Plan”) as of December 31, 2021 and 2020, the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020,
and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2021, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements
but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to
the financial statements as a whole.
Interest
income on notes receivable from participants
109,098
Contributions
Participant
5,859,051
Employer
4,428,012
Rollover
586,259
10,873,322
Total
additions
29,304,868
Deductions:
Benefits paid to participants
15,228,366
Administrative expenses
114,617
Total
deductions
15,342,983
Net increase
13,961,885
Net
assets available for benefits, beginning of year
107,131,761
Net assets available for benefits, end of year
$
121,093,646
See
Accompanying Notes to Financial Statements
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First Bancorp Employees’ 401(k) Savings Plan
Notes to the Financial Statements
Note 1. Description of the Plan
The following description of the First Bancorp Employees’ 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description
of the Plan’s provisions.
General:
The Plan is a defined contribution plan covering all employees of First Bancorp (the “Company”, “Plan Sponsor”, or “Employer”), except union and part time employees with less than 1,000 hours of service, who are age 21 or older, beginning on the employment commencement date. First Bank, a wholly owned subsidiary of the Company, serves as the Plan administrator. The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Trustee and Recordkeeper:
The trustee and recordkeeper of the Plan is Fidelity Management Trust Company ("Fidelity").
Contributions:
Employees
electing participation in the Plan may contribute up to the annual Internal Revenue Service (“IRS”) deferral limit, pursuant to a salary reduction agreement. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 6% of eligible compensation and their contributions invested in a designated balanced fund until changed by the participant.
The Plan allows for Roth elective deferrals. The Roth deferrals are included in a participant’s ordinary taxable
income and are maintained in a separate account from pre-tax deferrals. Earnings on a participant’s Roth account accumulate on a tax free basis. Plan participants may elect all pre-tax, all Roth, or a combination of elective deferrals each pay period. In addition, the Plan accepts direct rollovers from other Roth 401(k) accounts. Upon hardship withdrawals, an employee’s Roth account is distributed last.
The Company has elected a safe harbor match and contributes 100% of the first 6% of participant deferrals. Employer safe harbor matching contributions totaled approximately $4.4 million in 2021. The Company may make additional discretionary contributions to the Plan to be allocated amongst participants.
The Company made no discretionary contributions for the 2021 Plan year. Employer contributions are invested according to the same investment elections each participant has established for their deferral contributions. Contributions are subject to certain IRS limitations.
During 2021, the contribution period for matching employer contributions was changed from each payroll period to each plan year. At year end, the Plan performs a true-up calculation of the employer matching contribution for all participants and makes any necessary additional matching contributions in the subsequent year. True-up contributions are currently being reviewed for the 2021 Plan year.
Participant accounts:
Individual
accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contributions and Company matching contributions, as well as allocations of the Company’s discretionary contributions and Plan earnings. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the amount in the participant's vested account.
Vesting:
Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s
matching contribution portion and discretionary contribution portion of their accounts is also immediate.
Notes receivable from participants:
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Only one loan may be outstanding at one time. The highest outstanding balance for prior loans plus any new loans may not exceed $50,000 in a 12-month period. The loans are secured by the balance in the participant’s account
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and bear interest at rates that are commensurate with the prime rate plus 1.00%, as fixed at inception
of the loan. Principal and interest are paid ratably through bi-weekly payroll deductions.
Payment of benefits:
On termination of service, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in either a lump sum, other installment options as provided by the Plan, or may be kept in the Plan. If a participant’s vested account is less than $5,000, the participant will receive a lump‑sum distribution as soon as practical following termination. Any distribution greater than $1,000 and less than $5,000 that is made to the participant without the participant’s consent before the participant’s normal retirement age will be rolled over to an individual retirement plan designated by the Plan Administrator. Hardship distributions are permitted upon demonstration of financial
hardship. All fully vested balances are available for distribution after the participant reaches the age of 59 ½. In the event of the death of a participant, the Company’s contributions to the participant are considered to be 100% vested, and the total account shall be paid to the participant’s beneficiary.
Forfeited accounts:
Forfeited non-vested accounts are used to reduce future employer contributions or pay administrative expenses. At December 31, 2021 and 2020, the balance in the forfeited non-vested accounts were not material to the Plan's financial statements. During 2021, no forfeited non-vested accounts were used by the Plan.
Note
2. Summary of Significant Accounting Policies
Basis of accounting:
The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of estimates:
The preparation of financial statements in conformity with GAAP 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. Actual results could differ from these estimates.
Investment valuation and income recognition:
The
Plan's investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s management determines the Plan’s valuation policies utilizing information provided by the investment advisors. See Note 3 for discussion of fair value measurements.
The Revenue Credit Program provides income in situations where recordkeeping revenue earned in connection with plan services exceeds agreed-upon compensation. Fidelity will deposit any excess revenue, regardless of source, in a plan-level suspense account (i.e. Revenue Credit Account) in the Plan. The Plan Administrator can then direct Fidelity to pay qualified plan-level expenses or allocate unused credit to eligible participants via funds from the Revenue Credit Account. At
December 31, 2021 and 2020, the balance in Revenue Credit Accounts were not material to the Plan. The Plan did not utilize any credits during 2021.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes receivable from participants:
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as
administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2021 or 2020. If a participant ceases to make
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loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
Payment of benefits:
Benefit payments are recorded when paid.
Expenses:
All reasonable expenses of administering the Plan are either charged
to participants and paid out of the Plan or paid by the Company. Expenses paid by the Company are not included in the Plan’s financial statements. Fees related to participant requested transactions are charged to the participant’s account. All other administrative fees are charged on a pro-rata basis based upon account balances of participants. Investment related expenses are presented net of net appreciation in the fair value of investments on the Statement of Changes in Net Assets Available for Benefits.
Note 3. Fair Value Measurements
The framework for measuring fair value provides
a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2: Inputs to the valuation methodology include:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices
for identical or similar assets or liabilities in inactive markets;
•Inputs other than quoted prices that are observable for the asset or liability;
•Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the
fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2021 and 2020.
Money market fund: Valued at net asset value (“NAV”) of $1 per share. The money market fund is invested in the Fidelity Government Money Market Fund. The Plan invests in the money market fund to provide daily liquidity.
Common
collective trust fund: Valued at NAV. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in
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order to ensure that securities liquidations will be carried out in an orderly business manner. This investment is a direct filing entity.
Mutual
funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.
The following table sets forth by level, within the fair value hierarchy, the Plan’s fair value measurements as of December 31, 2021 and 2020.
(a)Investments reported at NAV as a practical expedient to estimate fair value include a common collective trust fund. The investment has not been classified in the fair value hierarchy. The fair value amounts presented in the above tables are intended to permit reconciliation of the fair value hierarchy to investments at fair value presented in the Statements
of Net Assets Available for Benefits.
The following table for December 31, 2021 and 2020 sets forth a summary of the Plan's investments reported at NAV as a practical expedient to estimate fair value:
(b)The NAV of the common collective trust fund (the “Fund”) is determined
each business day (valuation date) by the fund trustee. Contributions to the Fund may be made daily at the current NAV and are considered as made immediately after the daily valuation. Withdrawals from the Fund for benefit payments and participant transfers to noncompeting options to be paid to plan participants shall be made within 30 days after written notification has been
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received and are considered as made immediately after the next valuation date subsequent to the fund trustee's approval.
Withdrawals, other than for benefit payments and participant transfers to noncompeting options, require a twelve month advance written notice. Included in this advance written notice requirement are full
or partial withdrawals of assets invested in the Fund resulting from plan sponsor directed actions.
Note 4. Related Party and Party-In-Interest Transactions
Certain Plan investments are managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions and any revenue credits received qualify as party-in-interest transactions. Fees incurred by the Plan for the investment management services are included in net appreciation in fair value of the investment, as they are paid through revenue sharing, rather than a direct payment. The Plan made direct payments to the third party administrator totaling $114,617 in 2021 which were not covered by revenue sharing. The
Company pays directly any other fees related to the Plan’s operations.
Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan.
Investments in First Bancorp Common Stock represent investment in shares of common stock of First Bancorp, the Plan Sponsor. As of December 31, 2021, the Plan held 347,659 shares of First Bancorp Common Stock with a cost basis of $8,250,177. As of December 31, 2020, the Plan held 436,677 shares
of First Bancorp Common Stock with a cost basis of $9,748,818.
Participants may borrow from their fund accounts and these loans are considered party-in-interest transactions.
Note 5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.
Note 6. Tax Status
The
Plan was established under the Fidelity Volume Submitter Plan Document. Fidelity has received an advisory letter from the IRS dated March 31, 2014 which states that the form of the Fidelity Volume Submitter Plan is acceptable under Section 401 of the Internal Revenue Code (“IRC”). Although the Plan has been amended since the date of the IRS advisory letter, Plan management believes that the Plan currently is designed and is being operated in compliance with the applicable requirements of the IRC.
GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the related taxing authorities. The plan is subject to routine audits by taxing
jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 7. Risks and Uncertainties
Concentration of market risk:
The Plan invests certain Plan assets in the Company’s common stock. These investments comprised approximately 13.1% and 13.8% of Plan net assets at December 31, 2021 and 2020, respectively. It is reasonably possible that a decline in the value of the Company’s common
stock could occur and that such a change could severely impact participant account balances and the amounts reported on the Statements of Net Assets Available for Benefits. At December 31, 2021 and 2020, the Plan held $15,896,319 and $14,774,030, respectively, in the Company’s common stock.
Other risks:
The Plan invests in various investment securities which are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, including investments in excess of 10% of Plan net assets, it is at least reasonably possible that changes in
the values of investment securities will occur in the near term and that
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such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Note 8. Subsequent Events
The Plan has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Except as disclosed below, there were no events that require adjustment to or disclosure in the financial statements of the Plan.
The
Plan was restated in April, 2022 and adopted a pre-approved plan provided by Fidelity. Fidelity obtained an advisory letter dated June 30, 2020 from the IRS which states that the form of the pre-approved plan was acceptable under Section 401 of the IRC.
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First
Bancorp Employees' 401(k) Savings Plan EIN; 56-1421916, Plan No. 001
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Cost
information omitted due to participant-directed funds
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
