11-K 1 c469396_11-k.htm FORM 11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

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

For the fiscal year ended December 31, 2016

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

For the transition period from ______ to ______

Commission File Number 333-197114

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

First Bancorp Employees’ 401(k) Savings Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

First Bancorp

300 SW Broad Street

Southern Pines, NC 28387

First Bancorp Employees’ 401(k) Savings Plan
INDEX


	Page

Report of Independent Registered Public Accounting Firm		3

Statements of Net Assets Available for Benefits as of December 31, 2016 and 2015		4

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2016		5

Notes to the Financial Statements		6

Supplemental Schedule:

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		13

Signature		14

Exhibit Index		15

Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm		16


* 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee

First Bancorp Employees’ 401(k) Savings Plan

Southern Pines, North Carolina

We have audited the accompanying statements of net assets available for benefits of First Bancorp Employees’ 401(k) Savings Plan (the “Plan”) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. 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 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

The supplemental information in the accompanying schedule, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016, 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 includes 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 in the accompanying schedule, 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.

/s/ Elliott Davis Decosimo, PLLC

Charlotte, North Carolina

June 23, 2017

First Bancorp Employees' 401(k) Savings Plan

Statements of Net Assets Available for Benefits

As of December 31, 2016 and 2015

	2016			2015

Assets
Investments at fair value
Common collective trust fund	$	7,171,883		$	5,485,902
Mutual funds		32,057,395			28,376,242
First Bancorp unitized stock fund		13,325,772			10,384,198
		52,555,050			44,246,342
Receivables
Notes receivable from participants		1,262,495			1,157,913
Total assets		53,817,545			45,404,255

Liabilities
Employee contribution payable		(50	)		—
Employer contribution payable		(40	)		—
Total liabilities		(90	)		—

Net assets available for benefits	$	53,817,455		$	45,404,255

First Bancorp Employees' 401(k) Savings Plan

Statement of Changes in Net Assets Available for Benefits

For the year ended December 31, 2016

Additions:
Investment income
Net appreciation in fair value of mutual funds	$	1,971,524
Net appreciation in fair value of First Bancorp unitized stock fund		4,285,900
Net appreciation in fair value of common collective trust fund		88,852
Mutual fund dividends		482,473
First Bancorp common stock dividends		170,930
		6,999,679
Interest income on notes receivable from participants		49,376
Contributions
Participant		3,037,507
Employer		1,741,949
Rollover		1,257,797
		6,037,253
Total additions		13,086,308

Deductions:
Benefits paid to participants		4,656,510
Administrative expenses		16,598
Total deductions		4,673,108
Net increase		8,413,200

Net assets available for benefits, beginning of year		45,404,255
Net assets available for benefits, end of year	$	53,817,455

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 (the “Company” or “Plan Sponsor”) 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 the Company 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”).

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 a 5% of eligible compensation and their contributions invested in a designated balanced fund until changed by the participant. The Company contributes an amount equal to the sum of 1) 100% of the employee’s pre-tax salary contributed up to 3% and 2) 50% of the employee’s pre-tax salary contributed between 3% and 5%. The Company may make additional discretionary contributions to the Plan to be allocated among participants completing a minimum of 1,000 hours of service during the Plan year. Employer matching contributions are invested according to the same investment elections each participant has established for their deferral contributions. Employer matching contributions totaled approximately $1.7 million while the Company made no discretionary contributions for the 2016 Plan year. Contributions are subject to certain IRS limitations.

The Plan allows for Roth elective deferrals. The Roth deferrals are included in an employee’s ordinary taxable income and are maintained in a separate account from pre-tax deferrals. Earnings on an employee’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.

Participant accounts:

Each participant's account is credited with the participant's contributions and Company matching contributions, as well as allocations of 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 benefit that can be provided from 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 and bear interest at rates that are commensurate with the prime rate plus 1.00%, as fixed at inception of the loan. All loans currently bear interest rates between 4.25% and 4.75%. Principal and interest are paid ratably through bi-monthly 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. 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:

At December 31, 2016 and 2015, forfeited nonvested accounts totaled $0 and $4,802, respectively. Forfeited non-vested accounts are used to reduce future employer contributions. During 2016, employer contributions were reduced by $7,317 from forfeited nonvested accounts.

Note 2. Summary of Significant Accounting Policies and Activities

Basis of accounting:

The financial statements of the Plan have been prepared on the accrual basis of accounting.

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 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.

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, 2016 or 2015. If a participant ceases to make 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.

Excess contributions payable:

The Plan had no excess contributions payable for 2016 as the Plan satisfies the requirements for Safe Harbor 401(k) plans.

Payment of benefits:

Benefit payments are recorded when paid.

Expenses:

Certain expenses of maintaining the Plan are paid directly by the Plan; however, such expenses may, at the discretion of the Board of Directors of the Company, be paid by the Company. During 2016, substantially all such expenses were paid by the Company. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. During 2016, $16,598 in distribution and withdrawal fees were paid from the respective participants’ accounts. Investment related expenses are included in net appreciation in fair value of investments.

Subsequent events:

The Plan has evaluated subsequent events through the date the financial statements were issued, and did not identify any subsequent events since the date of the statement of net assets available for benefits requiring adjustment to or disclosure in the financial statements.

Recently issued accounting pronouncements:

In January 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. With certain exceptions, early adoption is not permitted. Plan management is currently evaluating the impact that ASU 2016-01 will have on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Plan’s net assets or changes in net assets.

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, 2016 and 2015.

Common collective trust fund: Valued at net asset value (“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 order to ensure that securities liquidations will be carried out in an orderly business manner.

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.

Unitized stock fund: Valued at the unit price, which is based on the closing price of the underlying stock reported on the active market on which the individual security is traded. The unitized stock fund also maintains a cash portion to provide daily liquidity. Cost approximates fair value for the cash portion of the unitized stock fund.

The following table sets forth by level, within the fair value hierarchy, the Plan’s fair value measurements as of December 31, 2016 and 2015.

	December 31, 2016
	Level 1		Level 2		Level 3		Total

Mutual funds	$	32,057,395	$	—	$	—	$	32,057,395
Unitized stock fund		—		13,325,772		—		13,325,772
Total assets included in the fair value hierarchy	$	32,057,395	$	13,325,772	$	—		45,383,167
Investments measured at NAV (a)								7,171,883
Total investments at fair value							$	52,555,050

	December 31, 2015
	Level 1		Level 2		Level 3		Total

Mutual funds	$	28,376,242	$	—	$	—	$	28,376,242
Unitized stock fund		—		10,384,198		—		10,384,198
Total assets included in the fair value hierarchy	$	28,376,242	$	10,384,198	$	—		38,760,440
Investments measured at NAV (a)								5,485,902
Total investments at fair value							$	44,246,342

(a)

Investments reported at NAV as a practical expedient to estimate fair value include a common collective trust fund. These investments have not been classified in the fair value hierarchy. The fair value amounts presented in this table 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, 2016 and 2015 sets forth a summary of the Plan's investments reported at NAV as a practical expedient to estimate fair value:

December 31, 2016

Investment

Fair

Value

Unfunded

commitment

Redemption

frequency

Redemption

notice period

Common collective trust fund

7,171,883

—

(a)

December 31, 2015

Investment

Fair

Value

Unfunded

commitment

Redemption

frequency

Redemption

notice period

Common collective trust fund

5,485,902

—

(a)

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 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. Such plan sponsor directed actions include, but are not limited to: (i) trustee or plan sponsor-directed reallocation of investments; (ii) company sponsored layoffs/termination of groups of employees; (iii) disposing of or selling a component of the business which involves the transfer or termination of employees; (iv) terminating the Fund as an investment option of the plan; and (v) terminating the plan. Plan sponsors are prohibited from intentionally and specifically advising participants, or releasing participant communication, that is intended to encourage participants to not contribute to the Fund, or to withdraw part or all of their contributions from the Fund.

All plan sponsor-directed requests for full or partial withdrawals must be submitted to the fund trustee in writing certifying the reason for the withdrawal request. All such requests are subject to the twelve month advance written notice requirement. The fund trustee may choose to disburse withdrawals in less than the required one year period if, in the fund trustee's discretion, it determines that such a disbursement is in the best interest of the Fund as a whole.

Note 4. Related Party and Party-In-Interest Transactions

The trustee of the Plan is Branch Banking & Trust Company (“BB&T”), while Stanley, Hunt, Dupree & Rhine, Inc. (“SHDR”) serves as the Plan’s recordkeeper. During 2016, substantially all administrative fees were paid by the Company on behalf of the Plan, and therefore, these transactions 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 investments, as they are paid through revenue sharing, rather than a direct payment. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. During 2016, $16,598 in distribution and withdrawal fees were paid from the respective participants’ accounts. The plan sponsor 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 the First Bancorp Unitized Stock Fund represent investments in shares of common stock of First Bancorp, the Plan Sponsor. The Plan received dividend income of $170,930 on the Company’s common stock in 2016.

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 Company has adopted the Plan based on a prototype plan document sponsored by BB&T. BB&T has received an opinion letter from the IRS dated March 31, 2014 that states that the form of the prototype plan is acceptable under Section 401 of the Internal Revenue Code (“IRC”). The Plan administrator has not requested a determination letter from the IRS on the Plan. The Plan has been amended since the date of the IRS opinion letter on the prototype plan. While the Plan cannot rely on the IRS opinion letter, the Company and the Plan administrator believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require 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 through a unitized stock fund. These investments comprised approximately 24.8% and 22.9% of Plan net assets at December 31, 2016 and 2015, 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, 2016 and 2015, the Plan held $13,325,772 and $10,384,198, respectively, in a First Bancorp Unitized Stock Fund, which is comprised of the Company’s common stock and a small amount of cash. For the year ended December 31, 2016, dividends paid on the investment in the Company’s common stock was $170,930. Net appreciation in fair value of the First Bancorp Unitized Stock Fund for the year ended December 31, 2016 was $4,285,900.

The Company’s common stock price was valued at $27.14 and $18.74 at December 31, 2016 and 2015, respectively. As of June 22, 2017, the date the financial statements were available to be issued, the Company’s common stock was valued at $30.21 per share based on the closing price as listed on the NASDAQ.

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, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Note 8. Subsequent Event

Effective March 3, 2017, the Company acquired Carolina Bank Holdings, Inc. (“Carolina Bank”) and as a result of the acquisition, Carolina Bank’s 401(k) Plan will merge with First Bancorp Employees’ 401(k) Plan at a date yet to be determined. The Carolina Bank 401(k) Plan had total assets of $11,817,381 as of June 19, 2017. Eligibility provisions of the Plan will be applied to Carolina Bank’s 401(k) Plan as of the date of the merger. There was no impact on the Plan’s tax status as a result of the plan merger.

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)

As of December 31, 2016

(a)

(b)

(c)

(d)

(e)

Identity of issue,

Description of investment including

borrower, lessor,

maturity date, rate of interest

Current

or similar party

collateral, par or maturity value

Cost

value

Common collective fund

Union Bond & Trust Company

Morley Stable Value Fund

284,603.0445

7,171,883

Mutual funds

American Funds

Europacific Growth R6 Fund

35,963.8986

1,619,814

Fidelity

Contrafund

63,850.5312

6,286,723

MFS

Value R4 Fund

107,026.3238

3,858,299

Oppenheimer

Developing Markets Y Fund

8,834.8647

282,451

T. Rowe Price

Mid-Cap Growth Fund

42,984.1113

3,239,712

Vanguard

500 Index Admiral Fund

7,663.9820

1,583,149

Vanguard

Mid-Cap Index Admiral Fund

4,827.8769

786,654

Vanguard

Selected Value Fund

74,857.8439

2,154,409

Vanguard

Small Cap Index Admiral Fund

15,522.6424

958,834

Vanguard

Total Bond Market Index Fund

195,392.9289

2,077,027

Vanguard

Wellington Fund

55,046.6232

3,712,895

Vanguard

Target Retirement Fund 2015

21,403.5382

310,565

Vanguard

Target Retirement Fund 2020

17,315.4813

489,336

Vanguard

Target Retirement Fund 2025

41,156.2310

672,904

Vanguard

Target Retirement Fund 2030

22,171.1783

647,398

Vanguard

Target Retirement Fund 2035

49,678.8723

881,303

Vanguard

Target Retirement Fund 2040

44,828.1608

1,354,259

Vanguard

Target Retirement Fund 2045

30,971.4647

585,051

Vanguard

Target Retirement Fund 2050

18,315.6370

556,612

Common stock

First Bancorp

Unitized Stock Fund

909,802.3271

units

13,325,772

Notes receivable from participants

All interest rates are currently at 4.25% - 4.75%

N/A

1,262,495

53,817,545

*		Denotes a party-in-interest to the Plan
**		Cost information omitted due to participant-directed funds

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.

	First Bancorp Employees’ 401(k) Savings Plan


	By:	/s/ Timothy S. Maples
		Timothy S. Maples
		Executive Vice President
		Plan Administrator


	Date:	June 23, 2017

EXHIBIT INDEX

Exhibit Number	Document
Exhibit 23.1	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM