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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
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Form 8-K
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PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 25, 2005
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First Bancorp
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-15572 56-1421916
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
341 North Main Street, Troy, North Carolina 27371
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(Address of Principal Executive Offices) (Zip Code)
(910) 576-6171
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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First Bancorp
INDEX
Page
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Item 1.01 - Entry into a Material Definitive Agreement 3
Item 2.02 - Results of Operations and Financial Condition 3
Item 9.01 - Financial Statements and Exhibits 3
Signatures 4
Exhibit 99 (a) News Release dated October 25, 2005 Exhibit
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Item 1.01. Entry into a Material Definitive Agreement
First Bancorp (the "Registrant") has a Management Incentive Plan that was first
adopted by the Board of Directors on January 20, 1996 and, except as discussed
in the following sentence, pays bonuses to officers, including executive
officers, based on a formula that considers whether the Registrant's financial
performance meets certain targets as measured by return on equity and earnings
per share. Subsequent to the adoption of the Management Incentive Plan, the
Board of Directors of the Registrant exempted the Chief Executive Officer from
the formula described above, and instead the Chief Executive Officer's bonus has
been set at 1% of reported net income. The Management Incentive Plan was
included as Exhibit 10(a) to the Form 8-K filed on January 26, 2005.
On October 25, 2005, the Registrant reported financial results for the three and
nine months ended September 30, 2005. The financial results for the three and
nine months ended September 30,2005 included a contingency loss reserve related
to income tax exposure amounting to $6,320,000. The financial results for the
nine months ended September 30, 2005 included unanticipated expenses amounting
to $492,000 on an after-tax basis related to 1) immediately vested retirement
benefits granted in the second quarter of 2005 to the Registrant's CEO amounting
to $196,000 ($120,000 after-tax), and 2) the 2004 Sarbanes-Oxley internal
control certification amounting to $574,000 ($372,000 after-tax).
On October 25, 2005, the Compensation Committee of the Registrant determined
that the financial impact of the $6,320,000 contingency loss accrual and the
unanticipated expenses totaling $492,000 (after-tax) would be excluded from the
Registrant's financial results for the purposes of paying bonuses based on 2005
financial results under the terms of the Management Incentive Plan.
Item 2.02 - Results of Operations and Financial Condition
On October 25, 2005, the Registrant issued a news release to announce its
financial results for the quarter-to-date and year-to-date periods ended
September 30, 2005. The news release is attached hereto as Exhibit 99(a) and is
incorporated by reference. The news release includes disclosure of net interest
income on a tax-equivalent basis, which is a non-GAAP performance measure used
by management in operating its business, which management believes provides
investors with a more accurate picture of net interest income and net interest
margins for comparative purposes. The news release also presents net income and
diluted earnings per share for the third quarter of 2005 on both a basis
consistent with generally accepted accounting principles (GAAP) and on a pro
forma non-GAAP basis. The Registrant believes the presentation of the non-GAAP
pro forma net income and non-GAAP diluted earnings per share amounts provide
useful information to investors regarding the Company's results of operations
because of the expected nonrecurring nature of the only adjustment made to GAAP
net income and GAAP diluted earnings per share, a contingency tax loss amounting
to $6,320,000. As discussed in Item 1.01 above, the Registrant has also decided
to use pro forma non-GAAP net income in determining net income for purposes of
its annual bonus plan.
As of September 30, 2005, the Registrant had 14,186,887 shares outstanding.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99(a) Press release issued on October 25, 2005
Disclosures About Forward Looking Statements
The discussions included in this document and its exhibits may contain
forward looking statements within the meaning of the Private Securities
Litigation Act of 1995, including Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933. Such statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results to differ materially. For the purposes of these discussions, any
statements that are not statements of historical fact may be deemed to be
forward looking statements. Such statements are often characterized by the use
of qualifying words such as "expects," "anticipates," "believes," "estimates,"
"plans," "projects," or other statements concerning opinions or judgments of the
Registrant and its management about future events. The accuracy of such forward
looking statements could be affected by such factors as, including but not
limited to, the financial success or changing conditions or strategies of the
Registrant's customers or vendors, fluctuations in interest rates, actions of
government regulators, the availability of capital and personnel or general
economic conditions.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First Bancorp
October 25, 2005 By: /s/ James H. Garner
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James H. Garner
President and Chief Executive Officer
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