SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 |
[ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from_______________ to ______________ |
Commission File Number: 000-14209
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan (State of Incorporation) 311 Woodworth Avenue Alma, Michigan (Address of principal executive offices) |
38-2633910 (I.R.S. Employer Identification No.) 48801 (Zip Code) |
Registrant's telephone number, including area code: (989) 463-3131
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 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. Yes X 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 registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2). Yes X No ___
State the aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrants most recently completed second quarter.
Aggregate Market Value as of 6/30/2003: $158,626,464
Indicate the number of shares outstanding in each of the registrants classes of common stock, as of the latest practicable date.
Common stock outstanding at March 5, 2004: 5,594,668 shares.
Portions of the registrants annual report to shareholders for the year ended December 31, 2003, are incorporated by reference in Part II.
Portions of the definitive proxy statement for the registrants annual shareholders meeting to be held April 26, 2004, are incorporated by reference in Part III.
FORWARD LOOKING STATEMENTS
This annual report on Form 10-K including, without limitation, managements discussion and analysis of financial condition and results of operations and other sections of the Corporations Annual Report to Shareholders which are incorporated by reference in this report, contains forward looking statements that are based on managements beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself. Words such as anticipate, believe, determine, estimate, expect, forecast, intend, is likely, plan, project, opinion, variations of such terms, and similar expressions are intended to identify such forward looking statements. The presentations and discussions of the provision and allowance for loan losses and determinations as to the need for other allowances presented or incorporated by reference in this report are inherently forward looking statements in that they involve judgments and statements of belief as to the outcome of future events. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward looking statements. Internal and external factors that may cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition of traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior and customer ability to repay loans; software failure; errors or miscalculations; changes in accounting principles, policies and guidelines; and the vicissitudes of the national economy. The Corporation undertakes no obligation to update, amend or clarify forward looking statements, whether as a result of new information, future events, or otherwise.
Copies of the Corporations Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the Corporations website (www.firstbank-corp.com) as soon as reasonably practicable after the Corporation electronically files the material with, or furnishes it to, the Securities and Exchange Commission. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document.
Firstbank Corporation (the Corporation) is a bank holding company. The Corporation owns all of the outstanding stock of Firstbank Alma, Firstbank (Mt. Pleasant), Firstbank West Branch, Firstbank Lakeview, Firstbank St. Johns and Gladwin Land Company, Inc. (a real estate appraisal company).
The Corporations business is concentrated in a single industry segment commercial banking. Each subsidiary bank of the Corporation is a full-service community bank. The subsidiary banks offer all customary banking services, including the acceptance of checking, savings, and time deposits and the making of commercial, mortgage (principally single family), home improvement, automobile, and other consumer loans. Trust services are offered to customers through Citizens Bank Wealth Management in the Firstbank Alma main office.
The principal sources of revenues for the Corporation and its subsidiaries are interest and fees on loans and non-interest revenue resulting from banking and non-bank subsidiary activity. On a consolidated basis, interest and fees on loans accounted for approximately 68% of total revenue in 2003, 74% in 2002, and 78% in 2001. Non-interest revenue accounted for approximately 27% of total revenue in 2003, 20% in 2002, and 15% in 2001. Interest on securities accounted for approximately 5% of total revenue in 2003, 5% in 2002, and 6% in 2001. The Corporation has no foreign assets and no income from foreign sources. The business of the subsidiary banks of the Corporation is not seasonal to any material extent. Beginning in 2001, each of the subsidiary banks established mortgage company subsidiaries. Each of the subsidiary banks also offers securities brokerage services at their main offices through arrangements with third party brokerage firms.
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Firstbank Alma is a Michigan state chartered bank. It and its predecessors have operated continuously in Alma, Michigan since 1880. Its main office and one branch are located in Alma. Firstbank Alma also has one full service branch located in each of the following communities near Alma: Ashley, Auburn, Ithaca, Merrill, Pine River Township, St. Charles, St. Louis and Vestaburg. Firstbank Alma Mortgage Company, a subsidiary of the bank, was established in 2001.
Firstbank (Mount Pleasant) is a Michigan state chartered bank which was incorporated in 1894. Its main office and one branch are located in Mount Pleasant, Michigan. Firstbank (Mount Pleasant) also has two full service branches in Union Township and one full service branch located in each of the following communities near Mount Pleasant: Clare, Shepherd, Cadillac and Winn. Firstbank (Mount Pleasant) Mortgage Company, a subsidiary of the bank, was established in 2001.
Firstbank West Branch is a Michigan state chartered bank which was incorporated in 1980. Its main office and two branches are located in West Branch, Michigan. Firstbank West Branch also has one full service branch located in each of the following communities near West Branch: Fairview, Hale, Higgins Lake, Rose City, St. Helen and West Branch Township. Firstbank West Branch owns 1st Armored, Incorporated (an armored car service provider), 1st Title, Incorporated (a title insurance company), Firstbank West Branch Mortgage Company (a subsidiary of the bank, established in 2001) and a 55% interest in C.A. Hanes Realty, Incorporated.
Firstbank Lakeview is a Michigan state chartered bank which was established in 1904. Its main office and one branch are located in Lakeview, Michigan. Firstbank Lakeview also has one full service branch located in each of the following communities; Howard City, Morley, Remus and Canadian Lakes (Morton Township). Firstbank Lakeview Mortgage Company, a subsidiary of the bank, was established in 2001.
Firstbank St. Johns is a Michigan state chartered bank which was established in 2000. Its main office and one branch are located in St. Johns, Michigan. Firstbank St. Johns Mortgage Company, a subsidiary of the bank, was established in 2001.
The following table shows comparative information concerning the Corporations subsidiary banks at December 31, 2003:
Firstbank - Alma |
Firstbank (Mt Pleasant) |
Firstbank - West Branch |
Firstbank - Lakeview |
Firstbank - St. Johns | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||||||
Assets | $239,909 | $171,433 | $201,856 | $115,333 | $46,134 | ||||||
Deposits | 176,526 | 129,940 | 151,710 | 80,985 | 38,389 | ||||||
Loans | 174,255 | 149,092 | 180,133 | 95,973 | 39,610 |
As of December 31, 2003, the Corporation and its subsidiaries employed 390 persons on a full-time equivalent basis.
Banking in the Corporations market areas and in the State of Michigan is highly competitive. In addition to competition from other commercial banks, banks face significant competition from non-bank financial institutions. Savings and loan associations are able to compete aggressively with commercial banks for deposits and loans. Credit unions and finance companies are also significant factors in the consumer loan market. Insurance companies, investment firms and retailers are significant competitors for investment products. Banks compete for deposits with a broad spectrum of other types of investments such as mutual funds, debt securities of corporations and debt securities of the federal government, state governments and their respective agencies. The principal methods of competition for financial services are price (interest rates paid on deposits, interest rates charged on loans and fees charged for services) and service (the convenience and quality of services rendered to customers).
The Corporations subsidiary banks compete directly with other banks, thrift institutions, credit unions and other non-depository financial institutions in four geographic banking markets where their offices are located. Firstbank Alma primarily competes in Gratiot, Bay, Montcalm, and Saginaw counties; Firstbank (Mount Pleasant) primarily in Isabella, Clare and Wexford counties; Firstbank West Branch primarily in Iosco, Oscoda, Ogemaw, and Roscommon counties; Firstbank Lakeview primarily in Mecosta and Montcalm counties; and Firstbank St. Johns primarily in Clinton County.
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Banks and bank holding companies are extensively regulated. The Corporation is a bank holding company that is regulated by the Federal Reserve System. Firstbank Alma, Firstbank (Mount Pleasant), Firstbank West Branch, Firstbank Lakeview and Firstbank St. Johns are chartered under state law and are supervised, examined, and regulated by the Federal Deposit Insurance Corporation and the Division of Financial Institutions of the Michigan Office of Financial and Insurance Services.
Laws that govern banks significantly limit their business activities in a number of respects. Prior approval of the Federal Reserve Board, and in some cases various other governing agencies, is required for the Corporation to acquire control of any additional banks or branches. The business activities of the Corporation and its subsidiaries are limited to banking and to other activities which are determined, by the Federal Reserve Board, to be closely related to banking. Transactions among the Corporation and its subsidiary banks are significantly restricted. In addition, bank regulations govern the ability of the subsidiary banks to pay dividends or make other distributions to the Corporation.
In addition to laws that affect businesses in general, banks are subject to a number of federal and state laws and regulations which have a material impact on their business. These include, among others, state usury laws, state laws relating to the Expedited Funds Availability Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Bank Secrecy Act, the Community Development and Regulatory Improvement Act, the Financial Institutions Reform, the Recovery and Enforcement Act, the FDIC Improvement Act of 1991 (the FDIC Improvement Act), the U.S.A. Patriot Act, electronic funds transfer laws, redlining laws, antitrust laws, environmental laws and privacy laws.
The Corporations common stock is registered under the Securities Exchange Act of 1934, as amended (the Exchange Act). It is therefore, subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act provides for numerous changes to the reporting, accounting, corporate governance and business practices of companies as well as financial and other professionals who have involvement with the U.S. public markets. The SEC continues to issue new and proposed rules implementing various provisions of the Sarbanes-Oxley Act.
The enactment of the Gramm-Leach-Bliley Act of 1999 (the GLB Act) represents a pivotal point in the history of the financial services industry. The GLB Act sweeps away large parts of a regulatory framework that had its origins in the Depression Era of the 1930s. Effective March 11, 2000, new opportunities became available for banks, other depository institutions, insurance companies and securities firms to enter into combinations that permit a single financial service organization to offer customers a more complete array of financial products and services. The GLB Act provided a new regulatory framework for regulation through the financial holding company which will have, as its umbrella regulator, the Federal Reserve Board. Functional regulation of the financial holding companys separately regulated subsidiaries will be conducted by their primary functional regulator. In order to qualify as a financial holding company a bank holding company must file an election to become a financial holding company and each of its banks must be well capitalized and well managed. In addition, the GLB Act makes satisfactory or above Community Reinvestment Act compliance, for insured depository institutions and their financial holding companies, necessary in order for them to engage in new financial activities. The GLB Act provides a federal right to privacy of non-public personal information of individual customers. The Corporation and its subsidiary banks are also subject to certain state laws that deal with the use and distribution of non-public personal information.
The Corporation believes that the GLB Act could significantly increase competition in its business. The Corporation believes that it is qualified to elect financial holding company status but has not yet decided to do so.
The instruments of government monetary policy, as determined by the Federal Reserve Board, may influence the growth and distribution of bank loans, investments, and deposits and may also affect interest rates on loans and deposits. These policies have a significant effect on the operating results of banks.
Under applicable laws, regulations and policies, the Corporation is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each subsidiary bank. Any insured depository institution owned by the Corporation may be assessed for losses incurred by the Federal Deposit Insurance Corporation (the FDIC) in connection with assistance provided to, or the failure of, any other insured depository institution owned by the Corporation.
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The FDIC has the authority to impose special assessments on insured depository institutions to repay FDIC borrowings from the United States Treasury or other sources and to establish periodic assessment rates on Bank Insurance Fund (BIF) member banks so as to maintain the BIF at the designated reserve ratio defined in the FDIC Improvement Act. Firstbank Alma and Firstbank (Mount Pleasant) also hold deposits that are insured by the Savings Association Insurance Fund (SAIF) administered by the FDIC. Deposit insurance premiums on those deposits are paid to the SAIF at rates applicable to that fund. The FDIC has implemented a system of risk-based premiums for deposit insurance pursuant to which the premiums paid by a depository institution will be based on the perceived probability that the insurance funds will incur a loss in respect of that institution.
Federal law allows bank holding companies to acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law and to establish interstate branch networks through acquisitions of other banks. Michigan and federal law permits both U.S. and non U.S. banks to establish branch offices in Michigan. The Michigan Banking Code permits, in appropriated circumstances and with the approval of the Commissioner: (i) acquisition of Michigan banks by FDIC insured banks, savings banks, or savings and loan associations located in other states (ii) sale by a Michigan bank of branches to an FDIC insured bank, savings bank or savings and loan association located in a state in which a Michigan bank could purchase branches of the purchasing entity; (iii) consolidation of Michigan banks and FDIC insured banks, savings banks or savings and loan associations located in other states having laws permitting such consolidation; (iv) establishment of branches in Michigan by FDIC insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws permitting a Michigan bank to establish a branch in such jurisdiction; and (v) establishment by foreign banks of branches located in Michigan.
Risk-based capital and leverage standards apply to all banks under federal regulations. The risk-based capital ratio standards establish a systematic analytical framework that is intended to make regulatory capital requirements sensitive to differences in risk profiles among banking organizations, take off-balance sheet liability exposures into explicit account in assessing capital adequacy and minimize disincentives to hold liquid, low risk assets. Risk-based capital ratios are determined by allocating assets and specified off-balance sheet commitments into risk-weighting categories. Higher levels of capital are required for categories perceived as representing greater risk.
Failure to meet minimum capital ratio standards could subject a bank to a variety of enforcement remedies available to the federal regulatory authorities including restrictions on certain kinds of activities, restrictions on asset growth, limitations on the ability to pay dividends, the issuance of a directive to increase capital and the termination of deposit insurance premiums at the lowest available rate.
Each of the Corporations subsidiary banks, and the Corporation itself on a consolidated basis, maintains capital at levels which exceed both the minimum and well capitalized levels under currently applicable regulatory requirements.
The following table summarizes compliance with regulatory capital ratios by the Corporation and each of its subsidiary banks at December 31, 2003:
Tier 1 Leverage Ratio |
Tier 1 Capital Ratio |
Total risk-Based Capital | |||||
---|---|---|---|---|---|---|---|
Minimum regulatory requirement | 4 | % | 4 | % | 8 | % | |
Well capitalized regulatory level | 5 | % | 6 | % | 10 | % | |
Firstbank Corporation - Consolidated | 10 | .11% | 12 | .65% | 13 | .89% | |
Firstbank - Alma | 8 | .00% | 11 | .06% | 12 | .32% | |
Firstbank (Mount Pleasant) | 9 | .51% | 10 | .93% | 12 | .18% | |
Firstbank - West Branch | 8 | .59% | 10 | .77% | 12 | .03% | |
Firstbank - Lakeview | 9 | .06% | 11 | .27% | 12 | .53% | |
Firstbank - St. Johns | 9 | .79% | 10 | .34% | 11 | .60% |
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The following table shows the amounts by which the Corporations capital (on a consolidated basis) exceeds current regulatory requirements on a dollar amount basis:
Tier 1 Leverage |
Tier 1 Capital |
Total Risk-Based Capital | |||||
---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||
Capital Balances at December 31, 2003 | $77,199 | $77,199 | $84,808 | ||||
Required Regulatory Capital | 30,529 | 24,416 | 48,832 | ||||
Capital in Excess of Regulatory Minimums | $46,670 | $52,783 | $35,976 | ||||
The nature of the business of the Corporations subsidiaries is such that they hold title, on a temporary or permanent basis, to a number of parcels of real property. These include property owned for branch offices and other business purposes as well as properties taken in, or in lieu of, foreclosures to satisfy loans in default. Under current state and federal laws, present and past owners of real property may be exposed to liability for the cost of remediation of contamination on or originating from such properties, even though they are wholly innocent of the actions which caused the contamination. Such liabilities can be material and can exceed the value of the contaminated property.
The table below provides an analysis of the changes in interest income and interest expense due to volume and rate:
2002/2003 Change in Interest Due to: |
2001/2002 Change in Interest Due to: | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Average Volume |
Average Rate |
Net Change |
Average Volume |
Average Rate |
Net Change |
||||||||
(In Thousands of Dollars) | |||||||||||||
Interest Income: Securities Taxable Securities(2) |
$ 307 | $ (800 | ) | $ (493 | ) | $ 194 | $ (592 | ) | $ (398 | ) | |||
Tax-exempt Securities | (234 | ) | 73 | (161 | ) | (243 | ) | 23 | (220 | ) | |||
Total Securities | 73 | (727 | ) | (654 | ) | (49 | ) | (569 | ) | (618 | ) | ||
Loans(2) | 108 | (4,494 | ) | (4,386 | ) | (155 | ) | (5,672 | ) | (5,827 | ) | ||
Federal Funds Sold | 191 | (180 | ) | 11 | 246 | (230 | ) | 16 | |||||
Interest Bearing Deposits | (19 | ) | (18 | ) | (37 | ) | 38 | (11 | ) | 27 | |||
Total Interest Income on Earning Assets | 353 | (5,419 | ) | (5,066 | ) | 80 | (6,482 | ) | (6,402 | ) | |||
Interest Expense: | |||||||||||||
Deposits | |||||||||||||
Interest Paying Demand | 199 | (1,335 | ) | (1,136 | ) | 648 | (1,922 | ) | (1,274 | ) | |||
Savings | 145 | (375 | ) | (230 | ) | 121 | (386 | ) | (265 | ) | |||
Time | (812 | ) | (1,293 | ) | (2,105 | ) | (1,375 | ) | (3,888 | ) | (5,263 | ) | |
Total Deposits | (468 | ) | (3,003 | ) | (3,471 | ) | (606 | ) | (6,196 | ) | (6,802 | ) | |
Federal Funds Purchased and Securities | |||||||||||||
Sold under Agreements to Repurchase | (26 | ) | (157 | ) | (183 | ) | (13 | ) | (716 | ) | (729 | ) | |
Notes Payable | (50 | ) | 40 | (10 | ) | (615 | ) | (186 | ) | (801 | ) | ||
Total Interest Expense on Liabilities | (544 | ) | (3,120 | ) | (3,664 | ) | (1,234 | ) | (7,098 | ) | (8,332 | ) | |
Net Interest Income | $ 897 | $(2,299 | ) | $(1,402 | ) | $ 1,314 | $ 616 | $ 1,930 | |||||
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(1) | Changes in volume/rate have been allocated between the volume and rate variances on the basis of the ratio that the volume and rate variances bear to each other. |
(2) | Interest is presented on a fully taxable equivalent basis using a federal income tax rate of 35%. |
The carrying values of investment securities as of the date indicated are summarized as follows:
2003 | December 31 2002 |
2001 | |||||
---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||
Taxable US Treasury |
$ 3,043 | ||||||
US Government Agencies | $40,073 | $29,153 | 25,684 | ||||
States and Political Subdivisions | 6,908 | 5,602 | 6,352 | ||||
Mortgage Backed Securities | 0 | 0 | 172 | ||||
Corporate and Other | 1,254 | 5,099 | 6,490 | ||||
Total Taxable | 48,235 | 39,854 | 41,741 | ||||
Tax-Exempt | |||||||
States and Political Subdivisions | 22,496 | 23,597 | 25,604 | ||||
Total | $70,731 | $63,451 | $67,345 | ||||
The following table shows, by class of maturities at December 31, 2003, the amounts and weighted average yields of such investment securities (1):
Carrying Value |
Average Yield (2) | ||||
---|---|---|---|---|---|
(In Thousands of Dollars) | |||||
U.S. Agencies: One Year or Less |
$ 3,821 | 1 | .25% | ||
Over One Through Five Years | 32,308 | 2 | .96% | ||
Over Five Through Ten Years | 3,882 | 5 | .80% | ||
Over Ten Years | 62 | 3 | .76% | ||
Total | $40,073 | 3 | .07% | ||
State and Political Subdivisions: | |||||
One Year or Less | $ 4,234 | 1 | .90% | ||
Over One Through Five Years | 14,211 | 2 | .64% | ||
Over Five Through Ten Years | 8,190 | 4 | .13% | ||
Over Ten Years | 2,769 | 5 | .10% | ||
Total | $29,404 | 3 | .18% | ||
Corporate and Other: | |||||
One Year or Less | $ 1,254 | 0 | .94% | ||
Over One Through Five Years | 0 | 0 | % | ||
Total | 1,254 | 0 | .94% | ||
TOTAL | $70,731 | 3 | .07% | ||
(1) | Calculated on the basis of the carrying value and effective yields weighted for the scheduled maturity of each security. |
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(2) | Weighted average yield has been computed on a fully taxable equivalent basis. The rates shown on securities issued by states and political subdivisions have been presented assuming a 35% tax rate. |
The following table presents the loans outstanding at December 31st for the years ended:
2003 | 2002 | 2001 | 2000 | 1999 | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||||||
Loan Categories: Commercial and Agricultural |
$112,384 | $ 97,951 | $106,148 | $111,557 | $ 97,327 | ||||||
Real Estate Mortgages | 407,924 | 392,950 | 394,303 | 386,135 | 315,210 | ||||||
Real Estate Construction | 55,160 | 47,103 | 33,203 | 22,836 | 20,775 | ||||||
Consumer | 60,128 | 63,417 | 66,781 | 79,221 | 73,809 | ||||||
Total | $635,596 | $601,421 | $600,435 | $599,749 | $507,121 | ||||||
The following table shows the maturity of commercial and agricultural and real estate construction loans outstanding at December 31, 2003. Also provided are the amounts due after one year, classified according to their sensitivity to changes in interest rates.
One Year or Less |
One Year to Five Years |
After Five Years |
Total | ||||||
---|---|---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||||
Commercial and Agricultural | $ 70,765 | $36,612 | $ 5,007 | $112,384 | |||||
Real Estate Construction | 43,232 | 10,823 | 1,105 | 55,160 | |||||
Total | $113,997 | $47,435 | $ 6,112 | $167,544 | |||||
Commercial and Agricultural and Real Estate | |||||||||
Construction | |||||||||
Loans Due after One Year: | |||||||||
With Pre-determined Rate | $ 46,130 | $ 6,112 | $52,242 | ||||||
With Adjustable Rates | 1,305 | 0 | 1,305 | ||||||
Total | $ 47,435 | $ 6,112 | $53,547 | ||||||
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The following table summarizes nonaccrual, troubled debt restructurings and past-due loans at December 31st for the years ended:
2003 | 2002 | 2001 | 2000 | 1999 | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||||||
Nonperforming Loans: Nonaccural Loans: Commercial and Agricultural |
$ 529 | $ 215 | $ 197 | $ 834 | $ 701 | ||||||
Real Estate Mortgages | 269 | 355 | 286 | 876 | 1,454 | ||||||
Consumer | 36 | 60 | 18 | 5 | 10 | ||||||
Total | 834 | 630 | 501 | 1,715 | 2,165 | ||||||
Accruing Loans 90 Days or More Past Due: | |||||||||||
Commercial and Agricultural | 21 | 2,821 | 1,437 | 351 | 561 | ||||||
Real Estate Mortgages | 543 | 290 | 619 | 91 | 74 | ||||||
Consumer | 17 | 19 | 33 | 20 | 28 | ||||||
Total | 581 | 3,130 | 2,089 | 462 | 663 | ||||||
Renegotiated Loans: | |||||||||||
Commercial and Agricultural | 0 | 53 | 53 | 53 | 55 | ||||||
Real Estate Mortgages | 0 | 0 | 0 | 0 | 0 | ||||||
Total | 0 | 53 | 53 | 53 | 55 | ||||||
Total Nonperforming Loans | 1,415 | 3,813 | 2,643 | 2,230 | 2,883 | ||||||
Property from Defaulted Loans | 364 | 578 | 516 | 513 | 511 | ||||||
Total Nonperforming Assets | $1,779 | $4,391 | $3,159 | $2,743 | $3,394 |
Nonperforming assets are defined as nonaccrual loans, loans 90 days or more past due, property from defaulted loans and renegotiated loans.
The amount of interest income on the above loans that was included in net income for the period ended December 31, 2003, was $115,347. If the nonaccrual and renegotiated loans had performed in accordance with their original terms and had been outstanding throughout the period, or since origination if held for part of the period, an additional $24,997 in gross interest income would have been recorded.
Loan performance is reviewed regularly by external loan review specialists, loan officers and senior management. When reasonable doubt exists concerning collectibility of interest or principal, the loan is placed in nonaccrual status. Any interest previously accrued but not collected at that time is reversed and charged against current earnings.
At December 31, 2003, the Corporation had $28,174,000 in commercial and mortgage loans for which payments are presently current although the borrowers are experiencing financial difficulties. Those loans are subject to special attention and their status is reviewed on a monthly basis.
At December 31, 2003, there were no concentrations of loans exceeding 10 percent of total loans, which are not otherwise disclosed as a category of loans, in the consolidated balance sheets of the Corporation contained in the Corporations Annual Report to shareholders for the year ended December 31, 2003.
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The following table summarizes changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off by loan category and additions to the allowance which were charged to expense at December 31st for the years ended:
(In Thousands of Dollars) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | 2000 | 1999 | |||||||
Balance at Beginning of Period | $11,536 | $11,038 | $ 9,857 | $9,317 | $9,048 | ||||||
Charge-Offs: | |||||||||||
Commercial and Agricultural | 219 | 285 | 65 | 369 | 240 | ||||||
Real Estate Mortgages | 50 | 242 | 147 | 25 | 67 | ||||||
Consumer | 509 | 508 | 468 | 431 | 492 | ||||||
Total Charge-Offs | 778 | 1,035 | 680 | 825 | 799 | ||||||
Recoveries: | |||||||||||
Commercial and Agricultural | 104 | 98 | 77 | 355 | 234 | ||||||
Real Estate Mortgages | 32 | 64 | 41 | 2 | 20 | ||||||
Consumer | 183 | 201 | 276 | 272 | 300 | ||||||
Total Recoveries | 319 | 363 | 394 | 629 | 554 | ||||||
Net Charge-Offs | 459 | 672 | 286 | 196 | 245 | ||||||
Additions to Allowance for Loan Losses | 550 | 1,170 | 1,467 | 736 | 514 | ||||||
Balance at End of Period | $11,627 | $11,536 | $11,038 | $9,857 | $9,317 | ||||||
Net Charge-Offs as a Percent of Average Loans | .08 | % | .11 | % | .05 | % | .03 | % | .05 | % |
The allowance for loan losses is based on managements evaluation of the portfolio, past loan loss experience, current economic conditions, volume, growth, composition of the loan portfolio and other relevant factors. The allowance is increased by provisions for loan losses that have been charged to expense and reduced by net charge-offs.
The allowance for loan losses was allocated to provide for probable losses within the following loan categories as of December 31st for the years ended:
(In Thousands of Dollars) | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||||||||
Allowance for loan losses | % of loans to total loans | Allowance for loan losses | % of loans to total loans | Allowance for loan losses | % of loans to total loans | Allowance for loan losses | % of loans to total loans | Allowance for loan losses | % of loans to total loans | ||||||||||||
Commercial and Agricultural | $ 9,130 | 50 | % | $ 8,527 | 54 | % | $ 6,678 | 50 | % | $5,749 | 44 | % | $5,344 | 45 | % | ||||||
Real Estate | |||||||||||||||||||||
Mortgages | 1,250 | 41 | % | 1,493 | 34 | % | 972 | 38 | % | 769 | 43 | % | 539 | 40 | % | ||||||
Consumer | 1,154 | 9 | % | 1,220 | 12 | % | 1,625 | 12 | % | 1,600 | 13 | % | 1,521 | 15 | % | ||||||
Unallocated* | 93 | 296 | 1,763 | 1,739 | 1,913 | ||||||||||||||||
Total | $11,627 | 100 | % | $11,536 | 100 | % | $11,038 | 100 | % | $9,857 | 100 | % | $9,317 | 100 | % | ||||||
*Beginning in 2001 and continuing throughout 2003, management has developed and implemented a more comprehensive quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses. This methodology is applied more consistently across the five banking subsidiaries and considers exposures to industries potentially most affected by current risks in the economic and political environment and the review of potential risks in certain credits. One result of this methodology has been the reduction in the amount of allowance that is considered unallocated to specific loan categories.
9
The daily average deposits and rates paid on such deposits for the years ending December 31st are as follows:
2003 | 2002 | 2001 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amount | Rate | Amount | Rate | Amount | Rate | ||||||||
(In Thousands of Dollars) | |||||||||||||
Average Balance: Non-interest-bearing Demand Deposits |
$ 96,147 | $ 88,151 | $ 78,271 | ||||||||||
Interest-bearing Demand Deposits | 183,361 | 0 | .93% | 171,376 | 1 | .66% | 145,260 | 2 | .84% | ||||
Other Savings Deposits | 91,151 | 0 | .73% | 78,512 | 1 | .15% | 70,515 | 1 | .65% | ||||
Other Time Deposits | $202,812 | 3 | .04% | 224,932 | 3 | .67% | 252,938 | 5 | .35% | ||||
Total Average Deposits | $573,471 | 1 | .49% | $562,971 | 2 | .13% | $546,984 | 3 | .44% | ||||
The time remaining until maturity of time certificates of deposit and other time deposits of $100,000 or more at December 31, 2003, was as follows (In Thousands of Dollars):
Three Months or Less | $ 9,292 | ||
Over Three Through Six Months | 4,700 | ||
Over Six Through Twelve Months | 11,953 | ||
Over Twelve Months | 12,979 | ||
Total | $38,924 | ||
The following table sets forth certain financial ratios for the years ended:
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Financial Ratios: Return on Average Total Assets |
1 | .58% | 1 | .58% | 1 | .24% | |
Return on Average Equity | 14 | .47% | 15 | .50% | 13 | .40% | |
Average Equity to Average Total Assets | 10 | .90% | 10 | .17% | 9 | .23% | |
Dividend Payout Ratio | 35 | .29% | 32 | .61% | 37 | .50% |
Included in short term borrowed funds are repurchase agreements as described in Note K to the consolidated financial statements in the Corporations Annual Report to Shareholders for the year ended December 31, 2003, which consist of the following:
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Amounts Outstanding at the End of the Year | $24,769 | $30,358 | $32,223 | ||||
Weighted Average Interest Rate at the End of the Year | 0.65% | 0.93% | 1.62% | ||||
Longest Maturity | 1/01/04 | 1/01/03 | 2/21/02 | ||||
Maximum Amount Outstanding at any Month End During Year | $32,780 | $37,194 | $33,336 | ||||
Approximate Average Amounts Outstanding During the Year | $26,762 | $30,743 | $27,558 | ||||
Approximate Weighted Average Interest Rate for the Year | 0.79% | 1.33% | 3.44% |
The weighted average interest rates are derived by dividing the interest expense for the period by the daily average balance during the period.
10
The offices of the Corporation and the main office of Firstbank Alma are located at 311 Woodworth Avenue, Alma, Michigan. Firstbank Alma occupies approximately 24,000 square feet of this building which is owned by the Bank. The Corporations Operations Center is housed in a 14,800 square foot building located at 308 Woodworth Avenue, Alma, Michigan and owned by Firstbank Alma. The main office of Firstbank (Mount Pleasant) is located at 102 South Main Street, Mount Pleasant, Michigan. The 5,600 square foot facility is leased. This lease will expire in 2006, however, Firstbank (Mt. Pleasant) has an option to extend the term for an additional five years. The main office of Firstbank West Branch is located at 502 West Houghton Avenue, West Branch, Michigan in an approximately 3,600 square foot building owned by the Bank. The executive offices of Firstbank West Branch and a full service branch are located at 601 West Houghton Avenue, West Branch, Michigan in a 10,000 square foot building owned by the Bank. The main office of Firstbank Lakeview is located at 506 South Lincoln Avenue, Lakeview, Michigan in an approximately 16,000 square foot building owned by the Bank. The main office of Firstbank St. Johns is located at 201 North Clinton, St. Johns, Michigan in a 3,400 square foot building owned by the Bank. The subsidiary banks operate a total of 37 branch facilities, all but five of which are owned and most of which are full service facilities ranging in size from 1,200 to 3,200 square feet used for banking purposes. In several instances, branch facilities contain more space than is required for current banking operations. This excess space, totaling approximately 17,000 square feet, is leased to unrelated businesses.
Management considers the properties and equipment of the Corporation and its subsidiaries to be well maintained, in good operating condition and adequate for their operations.
The Corporation and its subsidiaries are parties, as plaintiff or as defendant, to routine litigation arising in the normal course of their business. In the opinion of management, the liabilities arising from these proceedings, if any, will not be material to the Corporations consolidated financial condition.
Not applicable.
The following information concerning executive officers of the Corporation has been omitted from the registrants proxy statement pursuant to Instruction 3 to Regulation S-K, Item 401(b).
Officers of the Corporation are appointed annually by the Board of Directors of the Corporation and serve at the pleasure of the Board of Directors. Information concerning the executive officers of the Corporation to the Board of Directors of the Corporation is given below. Except as otherwise indicated, all existing officers have had the same principal employment for over 5 years.
William L. Benear (age 57) became president & CEO of Firstbank Lakeview and Vice President of the Corporation in January 2000. Prior to his appointment as Lakeviews President & CEO, Mr. Benear has served as Executive Vice President of Firstbank Lakeview since 1994.
David L. Miller (age 38) was named a Vice President of the Corporation in December 2000. Prior to this appointment Mr. Miller served as Senior Vice President of Firstbank Lakeview, having been employed there since 1992. Mr. Miller serves in the Human Resources Department for the Corporation and its subsidiaries.
Dale A. Peters (age 61) has been a Vice President of the Corporation, President, CEO, and a director of Firstbank West Branch since 1987.
11
Samuel G. Stone (age 58) was appointed Executive Vice President, CFO, Secretary and Treasurer of the Corporation in December 2001. From November 2000 to the December 2001 appointment, Mr. Stone was Vice President, CFO, Secretary and Treasurer of the Corporation. From 1998 until his appointment to Firstbank Corporation, Mr. Stone served as Senior Vice President Corporate Planning of National City Corporation (successor to First of America). Previous positions Mr. Stone held during his 28-year tenure with First of America included Senior Vice President and Treasurer, Vice President Director of Corporate Planning and Vice President Trust Investments.
Thomas R. Sullivan (age 53) was appointed President & CEO of the Corporation in January 2000. He also serves as President, CEO, and Director of Firstbank (Mt. Pleasant) by appointment in 1991. Mr. Sullivan was Executive Vice President of the Corporation from 1996 to 2000 and served as Vice President of the Corporation from 1991 to 1996.
James M. Taylor (age 62) was appointed as the President & CEO of Firstbank St. Johns in March 2000. He was appointed a Vice President of the Corporation in June 2000. Prior to these appointments, Mr. Taylor was Senior Vice President of Firstbank (Mount Pleasant) since 1989.
James E. Wheeler, II (age 44) was appointed President & CEO of Firstbank Alma in January 2000. He also serves as a Vice President of the Corporation to which he was appointed in 1989. Mr. Wheeler served as Executive Vice President of Firstbank Alma from 1999 to 2000 and from 1989 to 1999 as Senior Vice President and Chief Loan Officer of Firstbank Alma.
The information under the caption Common Stock Data on page 13 in the registrants annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference.
The information under the heading Financial Highlights on page 2 in the registrants annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference.
The information under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 3 through 13 in the registrants annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference.
Information under the headings Liquidity and Interest Rate Sensitivity on pages 8 and 9 and Quantitative and Qualitative Disclosure About Market Risk on pages 10 and 11 in the registrants annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference.
The report of independent auditors and the consolidated financial statements on pages 14 through 18 and the quarterly results of operations on page 36 in the registrants annual report to shareholders for the year ended December 31, 2003, are here incorporated by reference.
12
None.
(a) Evaluation of Disclosure Controls and Procedures.
The Corporations Chief Executive Officer and the Chief Financial Officer, after evaluating the effectiveness of the Corporations disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) as of the end of the period covered by this Form 10-K Annual Report, have concluded that the Corporations disclosure controls and procedures were adequate and effective to ensure that material information relating to the Corporation would be made known to them by others within the Corporation, particularly during the period in which this Form 10-K Annual Report was being prepared.
(b) Changes in Internal Controls.
During the period covered by this report, there have been no changes in the Corporations internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Corporations internal control over financial reporting.
ITEM 10. Directors and Executive Officers of the Registrant.
The information under the captions Board of Directors and Section 16(a) Beneficial Ownership Reporting Compliance in the registrants definitive proxy statement for its annual meeting of shareholders to be held April 26, 2004, is here incorporated by reference.
The Board of Directors of the Corporation has determined that Edward J. Grant, a director and member of the Audit Committee, qualifies as an Audit Committee Financial Expert as defined in rules adopted by the Securities and Exchange Committee pursuant to the Sarbanes-Oxley Act of 2002.
The Board of Directors of the Corporation has adopted a Code of Ethics which details principles and responsibilities governing ethical conduct for all Corporation directors and executive officers. The Code of Ethics is filed as an Exhibit to this Report on Form 10-K.
Information contained under the captions Compensation of Directors and Executive Officers and Compensation Committee Interlocks and Insider Participation in the registrants definitive proxy statement for its annual meeting of shareholders to be held April 26, 2004, is here incorporated by reference.
The information under the caption Voting Securities in the registrants definitive proxy statement for its annual meeting of shareholders to be held April 26, 2004, is here incorporated by reference.
13
Securities Authorized for Issuance Under Equity Compensation Plans. The Corporation had the following equity compensation plans at December 31, 2003:
Plan Category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) | ||||
---|---|---|---|---|---|---|---|
(A) | (B) | (C) | |||||
Equity compensation plans approved by security holders | 428,222 | $ 19 | .14 | 118,460 | |||
Equity compensation | |||||||
plans not approved by | |||||||
security holders | 0 | 0 | 0 | ||||
Total | 428,222 | $ 19 | .14 | 118,460 | |||
These equity compensation plans are more fully described in Note N to the Consolidated Financial Statements.
The information under the caption Compensation Committee Interlocks and Insider Participation in the registrants definitive proxy statement for its annual meeting of shareholders to be held April 26, 2004, is hereby incorporated by reference.
The information set forth under the heading Relationship with Independent Certified Public Accounts on page 14 of the Corporations definitive proxy statement for its annual meeting of shareholders to be held April 26, 2004, is hereby incorporated by reference.
14
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) Financial Statements.
The following consolidated financial statements of the Corporation and its subsidiaries and report of independent auditors are incorporated by reference from the registrants annual report to shareholders for the year ended December 31, 2003, in Item 8:
Statement or Report | Page Number in Annual Report | ||
---|---|---|---|
Report of Independent Auditors | 14 | ||
Consolidated Balance Sheets as of December 31, 2003 and 2002 | 15 | ||
Consolidated Statements of Income and Comprehensive | |||
Income for the years ended December 31, 2003, 2002, and 2001 | 16 | ||
Consolidated Statements of Changes in Shareholders' Equity for | |||
the years ended December 31, 2003, 2002, and 2001 | 17 | ||
Consolidated Statements of Cash Flows for the years ended | |||
December 31, 2003, 2002, and 2001 | 18 | ||
Notes to Consolidated Financial Statements | 19-36 |
The consolidated financial statements, notes to consolidated financial statements and report of independent auditors listed above are incorporated by reference in Item 8 of this report from the corresponding portions of the registrants annual report to shareholders for the year ended December 31, 2003.
(2) | Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted. |
(3) | Exhibits (Numbered in accordance with Item 601 of Regulation S-K) The Exhibit Index is located on the final page of this report on Form 10-K. |
(b) Reports on Form 8-K.
Form 8-K Report filed November 25, 2003, announcing a 5% stock dividend and an increase in funds authorized for stock repurchases.
Form 8-K Report filed October 28, 2003, announcing quarterly cash dividend.
Form 8-K Report filed October 16, 2993, announcing financial results for the quarter ended September 30, 2003.
15
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, dated March 15, 2004.
FIRSTBANK CORPORATION /s/ Thomas R. Sullivan Thomas R. Sullivan President & Chief Executive Officer (Principal Executive Officer) /s/ Samuel G. Stone Samuel G. Stone Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Each director of the Registrant, whose signature appears below, hereby appoints Thomas R. Sullivan and Samuel G. Stone and each of them severally, as his attorney-in-fact, to sign in his name and on his behalf, as a director of the Registrant, and to file with the Commission any and all Amendments to this Report on Form 10-K.
Signature | Date | ||
---|---|---|---|
/s/ Duane A. Carr Duane A. Carr |
March 15, 2004 | ||
/s/ William E. Goggin William E. Goggin | March 15, 2004 | ||
/s/Edward B. Grant Edward B. Grant | March 15, 2004 | ||
/s/ Phillip G. Peasley Phillip G. Peasley | March 15, 2004 | ||
/s/ David D. Roslund David D. Roslund | March 15, 2004 | ||
/s/ Jeffrey C. Schubert Jeffrey C. Schubert | March 15, 2004 | ||
/s/ Samuel A. Smith Samuel A. Smith | March 15, 2004 | ||
/s/ Thomas R. Sullivan Thomas R. Sullivan | March 15, 2004 |
Number Exhibit
3(a) | Articles of Incorporation. Previously filed as an exhibit to registrants Form 10-Q for the quarter ended March 31, 1997. Here incorporated by reference. |
3(b) | Bylaws. Previously filed as an exhibit to the registrants Registration Statement on Form S-2 (Registration No. 33-68432) filed on September 3, 1993. Here incorporated by reference. |
10(a)* | Form of Indemnity Agreement with Directors and Officers. Previously filed as an exhibit to the registrants Registration Statement on Form S-2 (Registration No. 33-68432) filed on September 3, 1993. Here incorporated by reference. |
10(b)* | Deferred Compensation Plan. Previously filed as an exhibit to the registrant's Form 10-K for the year ended December 31, 1995. Here incorporated by reference. |
10(c)* | Trust under Deferred Compensation Plan. Previously filed as an exhibit to the registrant's Form 10-K for the year ended December 31, 1995. Here incorporated by reference. |
10(d)* | Stock Option and Restricted Stock Plan of 1993. Previously filed as an appendix to the registrants definitive proxy statement for its annual meeting of shareholders held April 26, 1993. Here incorporated by reference. |
10(e)* | Stock Option and Restricted Stock Plan of 1997. Previously filed as an appendix to the registrants definitive proxy statement for its annual meeting of shareholders held April 28, 1997. Here incorporated by reference. |
10(f) | Employee Stock Purchase Plan of 1999. Previously filed as an exhibit to the registrants Registration Statement on Form S-8 (Registration No. 333-89771) filed on October 27, 1999. Here incorporated by reference. |
10(g)* | Form of Change of Control Severance Agreement. Filed as exhibit 10 to registrants report on Form 10-Q for the quarter ended September 30, 2000. Here incorporated by reference. |
13 | 2003 Annual Report to Shareholders. (This report, except for those portions which are expressly incorporated by reference in this filing, is furnished for the information of the Securities and Exchange Commission and is not deemed filed as part of this filing). This report was delivered to the registrants shareholders as an appendix to the registrants proxy statement dated March 15, 2004, relating to the April 26, 2004 Annual Meeting of Shareholders which was delivered to the registrants shareholders in compliance with Rule 14(a)-3 under the Securities Exchange Act of 1934. |
14 | Code of Ethics. |
21 | Subsidiaries of Registrant. |
23 | Consent of Crowe Chizek and Company LLC - Independent Public Accountants. |
24 | Powers of Attorney. Contained on the signature page of this report. |
31.1 | Certificate of Chief Executive Officer of Firstbank Corporation pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certificate of Chief Financial Officer of Firstbank Corporation pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certificate of Chief Executive Officer and Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
99 | Firstbank Corporation 401(k) Plan Performance Table. |
*Management contract or compensatory plan.
The registrant will furnish a copy of any exhibit listed above to any shareholder of the registrant without charge upon written request to Samuel G. Stone, Secretary, Firstbank Corporation, 311 Woodworth Avenue, P.O. Box 1029, Alma, Michigan 48801.
PRESIDENTS MESSAGE
During 2003 we achieved our 12th consecutive year of record earnings, posting over $12 million of net income for the first time in the history of our company. These strong results, achieved during a year which featured sluggish state and local economies along with record low interest rates, is directly attributed to the balance we have created within our loan portfolios. The slow economy softened commercial and consumer loan demand, and the low interest rates squeezed margins as rates on loans declined faster and further than we could adjust deposit and funding costs. Our banks long history of residential mortgage lending, though, perfectly positioned us to produce record volumes of mortgage loans as homeowners rushed to refinance their mortgages in order to capture the record low rates. During the year our mortgage lending team originated, processed, and closed over 5,000 mortgage loans, representing over $375 million of local home loans, and contributing significantly to the income of Firstbank.
Briefly, one of the core strategies of our company has been to maintain a balance between residential mortgage lending, which generally features fixed rate loans and does well when rates are low or falling, and our other portfolios which have more variable rate loans and perform better when rates are rising. In 2003 this strategy contributed greatly to our success.
During 2003 we also took several steps to help position our company for growth in the future. A new branch facility of Firstbank West Branch in St. Helen, located at exit 222 just off of I-75, improves both visibility and functionality versus the previous branch. Firstbank St. Johns opened its first full service branch office, supplementing its Main Office in downtown St. Johns. Firstbank (Mt. Pleasant) partnered with key Cadillac community leaders to establish a full service office in Cadillac, a market which lacked a strong community banking organization. Finally, Firstbank Alma began establishment of a loan production office in a high traffic, high growth area, of eastern Saginaw County which will open in early 2004.
Another key to the success of Firstbank Corporation is that we have dedicated, hard-working, energetic, and professional staff members who have done outstanding work again this year. We are also fortunate to have directors, at both the bank and corporate levels, who contribute their time and talent to helping Firstbank be a premier community banking company in Michigan.
I would particularly like to recognize Mr. Phillip Peasley who, after 31 years of service to Firstbank Corporation, will be retiring from the board following the Annual Meeting. Mr. Peasley joined the board of Firstbank Alma in February 1973, was a founding member of the board of directors of Firstbank Corporation in 1985, and has maintained a record of perfect attendance at board meetings throughout all of those years. His many contributions are sincerely appreciated.
2004 will be a year of challenges for the banking industry. The low rate environment and soft economy will continue to limit our ability to expand margins and increase our asset base. However, we will continue to execute the strategies that have created a company that has a strong capital position with a focus on maintaining superior asset quality, and is positioned for future success.
Thank you for your investment in Firstbank Corporation. We appreciate the support and encouragement of our shareholders, and always welcome your comments or suggestions.
Respectfully Submitted,
/s/ Thomas R. Sullivan
Thomas R. Sullivan
President & Chief Executive Officer
Firstbank Corporation
FINANCIAL HIGHLIGHTS
Firstbank Corporation
(In Thousands of Dollars, Except per Share Data) For the year: |
2003 | 2002 | 2001 | 2000 | 1999 | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Interest income | $ 44,229 | $ 49,248 | $ 55,510 | $ 54,224 | $ 46,062 | ||||||
Net interest income | 31,631 | 32,987 | 30,917 | 28,697 | 26,779 | ||||||
Provision for loan losses | 550 | 1,170 | 1,467 | 736 | 514 | ||||||
Non-interest income | 15,878 | 12,133 | 9,940 | 5,539 | 5,369 | ||||||
Non-interest expense | 28,895 | 26,237 | 25,756 | 21,052 | 20,068 | ||||||
Net income | 12,056 | 11,826 | 9,122 | 8,543 | 8,036 | ||||||
At year end: | |||||||||||
Total assets | 776,500 | 767,520 | 751,990 | 733,267 | 650,552 | ||||||
Total earning assets | 720,976 | 709,857 | 696,681 | 679,322 | 598,915 | ||||||
Loans | 639,613 | 611,058 | 606,076 | 600,767 | 508,238 | ||||||
Deposits | 567,554 | 576,909 | 561,139 | 537,224 | 491,404 | ||||||
Other borrowings | 114,324 | 98,942 | 107,838 | 122,259 | 90,203 | ||||||
Shareholders' equity | 85,744 | 80,181 | 72,426 | 64,204 | 61,032 | ||||||
Average balances: | |||||||||||
Total assets | 764,693 | 750,476 | 737,681 | 687,190 | 607,443 | ||||||
Total earning assets | 716,636 | 700,823 | 688,483 | 637,317 | 561,045 | ||||||
Loans | 602,733 | 601,306 | 603,134 | 553,201 | 464,550 | ||||||
Deposits | 573,467 | 562,971 | 546,984 | 510,194 | 491,368 | ||||||
Other borrowings | 97,541 | 99,939 | 107,733 | 105,593 | 47,120 | ||||||
Shareholders' equity | 83,317 | 76,356 | 68,101 | 62,675 | 60,752 | ||||||
Per share: (1) | |||||||||||
Basic earnings | $ 2.13 | $ 2.09 | $ 1.64 | $ 1.51 | $ 1.40 | ||||||
Diluted earnings | $ 2.07 | $ 2.04 | $ 1.61 | $ 1.50 | $ 1.37 | ||||||
Cash dividends | $ 0.75 | $ 0.68 | $ 0.61 | $ 0.56 | $ 0.50 | ||||||
Shareholders' equity | $ 15.20 | $ 14.23 | $ 12.83 | $ 11.63 | $ 11.23 | ||||||
Financial ratios: | |||||||||||
Return on average assets | 1.58 | % | 1.58 | % | 1.24 | % | 1.24 | % | 1.32 | % | |
Return on average equity | 14.47 | % | 15.50 | % | 13.40 | % | 13.63 | % | 13.23 | % | |
Average equity to average assets | 10.90 | % | 10.17 | % | 9.23 | % | 9.12 | % | 10.00 | % | |
Dividend payout ratio | 35.29 | % | 32.61 | % | 37.50 | % | 36.73 | % | 35.76 | % |
Firstbank St. Johns results are included from June 16, 2000, the date of inception. Gladwin Land Company, Inc. results are included from May 8, 2000, the date of acquisition.
(1) All per share amounts are adjusted for stock dividends and stock split.
The Companys Form 10-K Annual Report filed with the Securities and Exchange Commission will be provided to any shareholder, without charge, upon written request. Requests should be addressed to: Samuel G. Stone, Chief Financial Officer, Firstbank Corporation, 311 Woodworth Avenue, P. O. Box 1029, Alma, Michigan 48801-6029.
The purpose of this section of the annual report is to provide a narrative discussion about Firstbank Corporations financial condition and results of operations. Please refer to the consolidated financial statements and the selected financial data presented in this report in addition to the following discussion and analysis.
Firstbank Corporation (the Company) posted record net earnings for the twelfth consecutive year. Net income of $12,056,000 exceeds 2002 results by $230,000, or 1.9%. For the past five years net income has increased at an annual compound growth rate of 10.6%. These results reflect continued strength of core banking activities as well as increased activity in mortgage refinances and resulting secondary market sales during the year. The mortgage refinancing levels of 2003 are expected to decline significantly in the current year, which will likely make it difficult to continue the growth trend of the last few years. Net income in 2002 increased $2,704,000, or 29%, over net income in 2001.
Management believes that standard performance indicators help evaluate performance. Firstbank posted a return on average assets of 1.58%, 1.58%, and 1.24% for 2003, 2002, and 2001, respectively. Total average assets increased $14 million in 2003, $13 million in 2002, and $50 million in 2001. Diluted earnings per share were $2.07, $2.04, and $1.61 for the same time periods. The Company repurchased 176,100 shares of its common stock in 2003, 122,710 shares in 2002, and 1,212 shares in 2001. In 2000, 2002, and again in 2003, the Board of Directors authorized share repurchase programs that helped maintain capital and return on equity at appropriate levels. Return on equity was 14.47% in 2003, 15.50% in 2002, and 13.40% in 2001.
The core business of the Company is earning interest on loans and securities while paying interest on deposits and borrowings. The interest rate environment in 2003 squeezed interest spreads between earning assets and the cost of funding those assets. As such, the Companys net interest income decreased by $1.4 million for 2003, a 4.1% decrease when compared to 2002. The net interest margin also decreased to 4.50% in 2003 compared to 4.80% in 2002, and 4.61% in 2001. During 2003, the Companys average loan to average deposit ratio was 105%, compared to 107% in 2002, and 110% in 2001. A critical task of management is to price assets and liabilities so that the spread between the interest earned on assets and the interest paid on liabilities is maximized without unacceptable risks. While interest rates on earning assets and interest bearing liabilities are subject to market forces, in general and in the short run, the Company can exert more control over deposit rates than earning asset rates. However, competitive forces and the need to maintain and grow deposits as a funding source place limitations on the degree of control over deposit rates.
The following table presents a summary of net interest income for 2003, 2002, and 2001. In 2003, the average rate realized on earning assets was 6.26%, a decrease of 86 basis points from the 2002 results of 7.12%, and a 192 basis point reduction from the rate of 8.18% realized in 2001. During 2001, the prime rate decreased each quarter sliding 150 basis points during the first quarter, 125 in the second quarter, 75 in the third quarter, and 125 in the fourth quarter, for a total decline of 475 basis points. During 2002, the prime rate held steady for the first three quarters and then decreased 50 basis points in the fourth quarter. In 2003, the prime rate continued the trend, remaining unchanged in the first quarter, and then falling 25 basis points in the second quarter to its current level of 4.00%. As of December 31, 2003, slightly over 40% of the loan portfolio was comprised of variable rate instruments. Except for a relatively small portion of these loans that are affected under current interest rate conditions by interest rate floors or ceilings, these loans will re-price monthly or quarterly as rates change. The remaining 60% of the loan portfolio is made up of fixed rate loans that do not re-price until maturity. Of the fixed rate loans approximately $108 million, or nearly 28% of the loan portfolio, matures within the next twelve months and are subject to rate adjustments at maturity.
Summary of Consolidated Net Interest Income
Year Ended December 31, 2003 | Year Ended December 31, 2002 | Year Ended December 31, 2001 | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | ||||||||||||||||||||||
Average Assets | ||||||||||||||||||||||||||||||
Interest Earning Assets: | ||||||||||||||||||||||||||||||
Taxable securities | $ | 54,501 | $ | 1,817 | 3.33 | % | $ | 47,694 | $ | 2,310 | 4.84 | % | $ | 44,328 | $ | 2,708 | 6.11 | % | ||||||||||||
Tax exempt securities(1) | 21,980 | 1,590 | 7.23 | % | 25,362 | 1,751 | 6.90 | % | 28,885 | 1,971 | 6.82 | % | ||||||||||||||||||
Total Securities | 76,481 | 3,407 | 4.45 | % | 73,056 | 4,061 | 5.56 | % | 73,213 | 4,679 | 6.39 | % | ||||||||||||||||||
Loans(1) (2) | 602,733 | 41,048 | 6.81 | % | 601,306 | 45,434 | 7.56 | % | 603,134 | 51,261 | 8.50 | % | ||||||||||||||||||
Federal funds sold | 35,875 | 381 | 1.06 | % | 23,668 | 370 | 1.56 | % | 11,601 | 354 | 3.05 | % | ||||||||||||||||||
Interest bearing deposits | 1,547 | 6 | 0.38 | % | 2,793 | 43 | 1.54 | % | 535 | 16 | 2.99 | % | ||||||||||||||||||
Total Earning Assets | 716,636 | 44,842 | 6.26 | % | 700,823 | 49,908 | 7.12 | % | 688,483 | 56,310 | 8.18 | % | ||||||||||||||||||
Nonaccrual loans | 795 | 880 | 1,177 | |||||||||||||||||||||||||||
Less allowance for loan | ||||||||||||||||||||||||||||||
loss | (11,695 | ) | (11,308 | ) | (10,230 | ) | ||||||||||||||||||||||||
Cash and due from banks | 21,144 | 21,625 | 19,812 | |||||||||||||||||||||||||||
Other non-earning assets | 37,813 | 38,456 | 38,439 | |||||||||||||||||||||||||||
Total Assets | $ | 764,693 | $ | 750,476 | $ | 737,681 | ||||||||||||||||||||||||
Average Liabilities | ||||||||||||||||||||||||||||||
Interest Bearing Liabilities: | ||||||||||||||||||||||||||||||
Demand | $ | 183,361 | 1,711 | 0.93 | % | $ | 171,376 | $ | 2,847 | 1.66 | % | $ | 145,260 | $ | 4,121 | 2.84 | % | |||||||||||||
Savings | 91,151 | 669 | 0.73 | % | 78,512 | 899 | 1.15 | % | 70,515 | 1,164 | 1.65 | % | ||||||||||||||||||
Time | 202,812 | 6,153 | 3.03 | % | 224,932 | 8,258 | 3.67 | % | 252,938 | 13,521 | 5.35 | % | ||||||||||||||||||
Total Deposits | 477,324 | 8,533 | 1.79 | % | 474,820 | 12,004 | 2.53 | % | 468,713 | 18,806 | 4.01 | % | ||||||||||||||||||
Federal funds purchased | ||||||||||||||||||||||||||||||
and repurchase agreements | 29,245 | 240 | 0.82 | % | 31,143 | 422 | 1.36 | % | 31,509 | 1,151 | 3.65 | % | ||||||||||||||||||
FHLB advances and notes payable | 68,296 | 3,825 | 5.60 | % | 69,195 | 3,835 | 5.54 | % | 80,175 | 4,636 | 5.78 | % | ||||||||||||||||||
Total Interest Bearing | ||||||||||||||||||||||||||||||
Liabilities | 574,865 | 12,598 | 2.19 | % | 575,158 | 16,261 | 2.83 | % | 580,397 | 24,593 | 4.24 | % | ||||||||||||||||||
Demand Deposits | 96,143 | 88,151 | 78,271 | |||||||||||||||||||||||||||
Total Funds | 671,008 | 663,309 | 658,668 | |||||||||||||||||||||||||||
Other Non-Interest Bearing | ||||||||||||||||||||||||||||||
Liabilities | 10,368 | 10,811 | 10,912 | |||||||||||||||||||||||||||
Total Liabilities | 681,376 | 674,120 | 669,580 | |||||||||||||||||||||||||||
Average Shareholders' Equity | 83,317 | 76,356 | 68,101 | |||||||||||||||||||||||||||
Total Liabilities and | ||||||||||||||||||||||||||||||
Shareholders' Equity | $ | 764,693 | $ | 750,476 | $ | 737,681 | ||||||||||||||||||||||||
Net Interest Income(1) | $ | 32,244 | $ | 33,647 | $ | 31,717 | ||||||||||||||||||||||||
Rate Spread(1) | 4.07 | % | 4.29 | % | 3.94 | % | ||||||||||||||||||||||||
Net Interest Margin (percent of | ||||||||||||||||||||||||||||||
Average earning assets) (1) | 4.50 | % | 4.80 | % | 4.61 | % | ||||||||||||||||||||||||
(1) | Presented on a fully taxable equivalent basis using a federal income tax rate of 35% for 2003, 35% for 2002, and 35% for 2001. |
(2) | Interest income includes amortization of loan fees of $1,472,000, $1,395,000, and $1,454,000 for 2003, 2002, and 2001, respectively. |
Interest on nonaccrual loans is not included.
As rates declined in 2002 and 2003, maturing securities in the investment portfolio could not be replaced with securities of comparable quality bearing equal or higher yields. Quality standards were maintained and portfolio yields declined. In the current rate environment, management expects to lose some additional yield when replacing securities and has chosen to use high quality, short term investments in order to be positioned to take advantage of expected future rate increases.
The average rate paid on interest bearing liabilities was 2.19% in 2003, compared to 2.83% in 2002, and 4.24% in 2001. Deposit rates decreased during 2003 as maturing time deposits were re-priced and rates on checking and savings deposits were lowered in response to the prime rate reductions of 2002 and 2003.
In past years the Company has funded a portion of its loan growth with borrowings from the Federal Home Loan Bank and notes payable. During 2003, the average outstanding balance of FHLB advances and notes payable decreased nearly $900,000 and the year end balance decreased $1.3 million when compared to 2002 balances. Increases in other short term borrowing, primarily Federal Funds Purchased, allowed the Company to repay some maturing FHLB notes without renewing them and to provide funding for loan growth. While FHLB borrowings are an economical method of funding loans when increased core deposits are not available, the cost is typically higher than the Companys core deposit costs. The average rate of Federal Home Loan Bank advances and notes payable funding increased 6 basis points in 2003, to 5.60%, when compared to the 2002 rate of 5.54%, because maturing notes were at lower than the average rate. Borrowings from the Federal Home Loan Bank carry significant prepayment penalties that act as a deterrent to prepayment.
The 2003 rate spread of 4.07% is 22 basis points lower than the 2002 result of 4.29%, but 13 basis points higher than the 2001 result of 3.94%. Tax equivalent net interest income decreased $1.4 million in 2003 as an increase in total average earning assets of $15 million was more than offset by the narrow interest margin. The net interest margin of 4.50% for 2003 was 30 basis points below the 2002 result, and 11 basis points lower than in 2001. Decreases in both net interest margin and rate spread are the result of rates on average earning assets decreasing 86 basis points while the average cost of interest bearing liabilities decreased 64 basis points. Average earning assets represented 94% of total average assets in 2003 and 93% in 2002.
The provision for loan losses was $550,000 in 2003 compared to $1,170,000 in 2002, and $1,467,000 in 2001. At December 31, 2003, the allowance for loan losses as a percent of total loans was 1.83% compared to 1.92% and 1.84% at December 31, 2002, and December 31, 2001, respectively. Net charged off loans totaled $459,000 in 2003 compared to $672,000 in 2002 and $286,000 in 2001. During 2003, recoveries of previously charged off loans were $319,000 compared to $363,000 in 2002, and $394,000 in 2001. Net charged off loans as a percent of average loans were 0.08% in 2003, 0.11% in 2002, and 0.05% in 2001. Total nonperforming loans were 0.22% of ending loans at December 31, 2003, compared to 0.63% and 0.44% at the two previous year ends. Management maintains the allowance for loan losses at a level considered appropriate. The allowance balance is established after considering past loan loss experience, current economic conditions, volume, growth and composition of the loan portfolio, delinquencies, and other relevant factors. Management uses a quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses consistently across its five banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment weightings, and industry and regional factors and trends as they affect the banks portfolios. The consideration of exposures to industries most affected by current risks in the economic and political environment and the review of risks in certain credits that either are, or are not, considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Management believes that the analysis described above provides a consistent basis for the current provision level.
Continuing the upward trend which began in 2001, total non-interest income increased $3,745,000 during 2003. Improved collection rates on fees and better management of fee waivers along with growth in deposit accounts contributed to an increase of $115,000, or 4.8%, in service charges on deposit accounts from 2002 to 2003. Gain on sale of mortgage loans increased by $2,681,000, or 45.6%, over the 2002 results as forty year lows in mortgage interest rates continued to fuel mortgage refinance activity. In the final quarter of the year, the Company saw this activity diminish significantly as rates on residential mortgages increased. When a mortgage is refinanced or pre-paid, capitalized mortgage servicing rights relating to that mortgage are written off. The gain on sale was somewhat offset by a decline in mortgage servicing income of $391,000, from a negative $709,000 in 2002, to a negative $1,100,000 in 2003 that largely resulted from the write off of previously capitalized mortgage servicing rights. Gains on the sale of securities were $373,000 higher in 2003, mainly due to the sale of an equity holding that had a low yield compared to other investments. Total non-interest income grew by $2,193,000 in 2002 compared with 2001 reflecting improved collection rates on deposit fees and higher mortgage banking revenue.
During the first quarter of 2002, Firstbank-Alma, the subsidiary that operated a Trust Department, reached an agreement with a larger, unrelated company to assume operations of the Trust Department. As a part of the agreement, the bank received revenue of $152,000 in 2003, which is recorded in other income.
Courier and cash delivery services income increased 30.5% to $736,000 in 2003 after having increased 21.8% in 2002. This income is primarily from the operations of 1st Armored and does not include income from servicing Firstbank affiliates. Real estate appraisal services contributed $912,000 to non-interest income in 2003, up from $857,000 in 2002 and $789,000 in 2001. Commissions on real estate sales resulted in $940,000 of non-interest income in 2003, compared to $816,000 in 2002 and $635,000 in 2001. Title insurance fees produced $1,104,000 of non-interest income, compared to $726,000 in 2002 and $593,000 in 2001. Appraisal and title insurance revenues were helped greatly by the high level of mortgage refinancing during the current year, which is not likely to continue in 2004.
Other non-interest income increased $346,000, or 23.8%, when the results of 2003 are compared to 2002. The improvement in this line was primarily due to an increase in gains on the sale of other real estate owned and from the sale of certain customer lists associated with the brokerage business. When comparing 2002 to 2001 results other non-interest income declined $545,000. The largest areas of decline were in fees from brokerage business activities and lower dividend and capital gains associated with deferred compensation accounts. The deferred compensation accounts change was offset by an equal decline in non-interest expenses.
Salary and employee benefits expenses increased $1,951,000, or 13.7%, when 2003 is compared to 2002. Increased salary expense was a result of originating, processing and managing secondary market sales related to the high volume in the mortgage business, yearly salary increments, merit raises and normal staffing requirements related to growth in business. Employee benefits expense increased as well, primarily from higher employee group insurance cost and payroll taxes associated with the higher salary expense. The Company employed 390 full time equivalent employees at the end of 2003, 14 more than at the same time in 2002. Salary and benefit expenses were $897,000 higher when 2002 is compared with 2001 as the Company expanded its work force to meet the demands of mortgage refinance activity, staffed new branch facilities and yearly merit and incentive increases.
Expenses of occupancy and equipment increased $53,000, or 1.4%, over the 2002 level. This increase is primarily due to a full year of depreciation on facilities and equipment which were put into place during the prior year. Occupancy and equipment costs increased in 2002, compared with 2001, by $151,000 mainly due to costs associated with facilities and equipment which were put into place during the third and forth quarters of 2001.
Amortization of intangible assets decreased $26,000, or 7.2%, during 2003 as amortization was reduced due to the sale of certain customer lists related to the brokerage business. Intangible amortization decreased $423,000 in 2002 compared with 2001 due to adoption of new accounting standards on January 1, 2002, which required that the Company no longer amortize goodwill relating to past bank and branch acquisitions.
Expenses for outside professional services increased $436,000 to $1,995,000 in 2003 compared to $1,559,000 in 2002. Title search fees and costs paid to independent contractors in the title, appraisal and real estate sales operations accounted for substantially all of the increase. These costs were largely driven by the high level of mortgage refinance activity. Professional service fees increased in 2002 above 2001s level by $438,000 with fees associated with mortgage refinancing driving the increase.
Advertising and special promotion expense increased to $787,000 from $522,000 in 2002 and was largely driven by a large increase in promotional expense for mortgage refinances. Other non-interest expense decreased by $22,000, or 0.4%, from 2002 to 2003. Advertising and promotional expense was higher in 2002 than the previous year by $134,000 for expenditures relating to mortgage refinance activity.
Other non-interest expense decreased slightly from $5,701,000 in 2002 to $5,679,000 in 2003. Prior year expenses had also decreased from 2001 by $579,000, primarily as a result of a $687,000 non-recurring charge made in the first quarter of 2001.
The Companys effective federal income tax rates were 33% for 2003, 2002 and 2001. The Companys investment in securities and loans which provide income exempt from federal income tax is the principal cause of the difference between the effective tax rates and the statutory tax rate of 35% for all three years.
FINANCIAL CONDITION
Total assets at December 31, 2003 were $777 million, exceeding the December 31, 2002 assets of $768 million by $9 million, or slightly over 1%. Short term investments decreased by $25 million as the Company redeployed its excess liquidity which resulted from heavy mortgage re-financing and reduced mortgage portfolio balances. Loans held for sale in the secondary market decreased 56.9% at December 31, 2003, when compared to the balance at December 31, 2002, as re-finance activity slowed at the end of the year. Total portfolio loans, net of allowance for loan loss, increased 5.7% at December 31, 2003 compared with the balance at the previous year end. Commercial loans increased $14.4 million, or 14.7%. Residential mortgage and commercial mortgage loans increased $6.1 million, or 3.1%, and $8.9 million, or 4.6%, respectively. Construction loans were also higher at December 31, 2003, rising $8.1 million, or 17.1%, from the previous year end. Consumer loans were $3.3 million, or 5.2% lower at the current year end.
(In Thousands of Dollars) | |||||||||
---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | Change | % Change | ||||||
Commercial | $112,384 | $ 97,951 | $ 14,433 | 15 | % | ||||
Commercial real estate | 203,080 | 194,194 | 8,886 | 5 | % | ||||
Residential real estate | 204,844 | 198,756 | 6,088 | 3 | % | ||||
Construction | 55,160 | 47,103 | 8,057 | 17 | % | ||||
Consumer | 60,128 | 63,417 | (3,289 | ) | (5 | %) | |||
Total | $635,596 | $601,421 | $ 34,175 | 6 | % | ||||
Mortgages serviced for others | $464,400 | $373,800 | $ 90,800 | 24 | % |
Total securities increased $7.5 million, or 10.9%, as available funds were invested to support collateral pledging needs.
Premises and equipment increased by $589,000 after recognized depreciation of $1,682,000. The increase in premise and equipment was mainly due to construction of two new branch facilities in Cadillac and St. Helen, Michigan, which opened in the fourth quarter.
Total deposits decreased at the end of 2003 to $568 million, a decrease of 1.6% compared to $577 million at year end 2002. A drop in time deposits of $30.5 million, or 13.9% from the prior year end, more than offset gains in all other categories of deposits. Non-interest bearing demand deposit balances increased $4.1 million, or 4.2%, while interest bearing demand increased by $4.6 million, or 2.6% and savings account balances increased by $12.4 million, or 14.9%. Firstbanks banks did not need to bid aggressively for higher cost, rate sensitive, time deposits. Securities sold under agreements to repurchase decreased by $5.6 million and federal funds purchased increased $22.3 million.
Federal Home Loan Bank advances and notes payable decreased by $1.3 million at December 31, 2003 as compared to December 31, 2002. Excess liquidity and the use of federal funds purchased allowed repayment of some Federal Home Loan Bank borrowings as they matured. Note K and Note L of the Notes to Consolidated Financial Statements have additional discussion of borrowings.
Management continues to follow a conservative course in the recognition of problem loans. Loans are carried at an amount which management believes will be collected. A balance considered not collectible is charged against (reduction of) the allowance for loan losses. In 2003, net charged off loans were $459,000 compared to $672,000 in 2002. Net charged off loans as a percentage of average loans were 0.08% and 0.11% in 2003 and 2002.
Nonperforming loans are defined as nonaccrual loans, loans 90 days past due, and any loans where the terms have been renegotiated. Total nonperforming loans were $1.4 million and $3.8 million at December 31, 2003 and 2002, respectively. The average investment in impaired loans was $3.5 million during 2003 compared to $4.8 million during 2002. The decrease in impaired loans was mainly due to two large past due credits which paid off or paid to current status in 2003. Please refer to Note F of the Notes to Consolidated Financial Statements for more information on impaired loans. Total nonaccrual loans were $834,000 at December 31, 2003, compared to $630,000 at the end of 2002.
The allowance for loan losses increased $91,000, or 0.8%, during 2003. The allowance for loan losses represents 1.83% of outstanding loans at the end of 2003 as compared to 1.92% at December 31, 2002. Management maintains the allowance at a level which they believe adequately provides for losses inherent in the loan portfolio. Such losses are estimated by a variety of factors, including specific examination of certain borrowing relationships and consideration of historical losses incurred on certain types of credits. Management focuses on early identification of problem credits through ongoing reviews by management, loan personnel and an outside loan review specialist.
Asset liability management aids the Company in achieving reasonable and predictable earnings and liquidity while maintaining a balance between interest earning assets and interest bearing liabilities. Liquidity management involves the ability to meet the cash flow requirements of the Companys customers. These customers may be either borrowers needing to meet their credit needs or depositors wanting to withdraw funds. Management of interest rate sensitivity attempts to manage the level of varying net interest margins and to achieve consistent net interest income through periods of changing interest rates. The net interest margin was 4.50% in 2003, compared to 4.80% in 2002. Loan yields decreased by 75 basis points, from 7.56% in 2002, to 6.81% in 2003. Deposit costs decreased 74 basis points from 2.53% in 2002 to 1.79% in 2003. Although loan yields decreased approximately the same as deposit costs, loan demand was weak through most of the year and the mix of earning assets shifted from loans to lower yielding federal funds sold.
The low interest rate environment and uncertainty relating to the war in Iraq led to higher deposits early in the year. As the stock market recovered in the second half of the year, funds began to flow back into the equity markets resulting in a lower level of time deposits at year end. The lower level of time deposits coupled with high loan demand in the fourth quarter resulted in the use of overnight federal funds purchased of $22.3 million at year end. FHLB advances and notes payable decreased as a funding source with average balances of $68,296,000 in 2003 compared to $69,195,000 in 2002. In 2003, the average cost of funds on notes payable was 5.60% compared to 1.79% on deposits.
A decision to decrease deposit rates affects most rates currently paid and, therefore, has an immediate positive impact on net interest margin. With the exception of variable rate loans, a decrease in loan rates does not affect the yield until a new loan is made. When the level of interest rates decreases dramatically certain fixed rate loan customers demand new, lower rate loans to replace present higher rate loans. In the second quarter of 2003 the prime rate dropped 25 basis points bringing the average rate to 4.00%, from an average of 4.25% in January. Since deposit rates were already low, Firstbanks net interest margin was compressed as the ability to lower deposit rates at the same pace as loan rates were declining was restricted by the already low rates being paid on deposits.
The principal sources of liquidity for the Company are maturing securities, federal funds purchased or sold, loan payments by borrowers, investment securities, loans held for sale, deposit or deposit equivalent growth and Federal Home Loan Bank advances. Although securities maturing within one year at December 31, 2003, were $8.0 million compared to $15.8 million at December 31, 2002, total investments available for sale increased $8 million to $74 million.
The table below shows the interest sensitivity gaps for five different intervals as of December 31, 2003. Deposits that do not have a fixed maturity date are shown as immediately re-pricing according to reporting conventions.
Maturity or Re-Pricing Frequency (Dollars in Millions) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
1 Day | 2 Days through 3 Months |
4 Months through 12 Months |
13 Months through 5 Years |
5+ Years | |||||||
Interest Earning Assets: Loans |
$ 259 | .7 | $ 61 | .7 | $ 75 | .2 | $ 224 | .4 | $ 18 | .8 | |
Securities | 1 | .5 | 12 | .1 | 28 | .6 | 26 | .2 | 1 | .1 | |
Other earning assets | 5 | .7 | 0 | .0 | .0 | 0 | .0 | 6 | .2 | ||
Total | 266 | .9 | 73 | .8 | 103 | .8 | 250 | .6 | 26 | .1 | |
Interest Bearing Liabilities: | |||||||||||
Deposits | 277 | .2 | 32 | .5 | 87 | .7 | 67 | .9 | 0 | .0 | |
Other interest bearing liabilities | 47 | .2 | 53 | .9 | 1 | .0 | 6 | .4 | 5 | .9 | |
Total | 324 | .4 | 86 | .4 | 88 | .7 | 74 | .3 | 5 | .9 | |
Interest Sensitivity Gap | (57 | .5) | (12 | .6) | 15 | .1 | 176 | .3 | 20 | .2 | |
Cumulative Gap | $ (57 | .5) | $ (70 | .1) | $ (55 | .0) | $ 121 | .3 | $ 141 | .5 |
For the one day interval, maturities of interest bearing liabilities exceed those of interest earning assets by $57.5 million. Included in the one day maturity classification are $277.0 million in savings and checking accounts which are contractually available to the Companys customers immediately, but in practice function as core deposits with considerably longer maturities. In the two day through the five year time frame, interest sensitive assets exceed interest sensitive liabilities resulting in a cumulative effect of interest sensitive assets exceeding interest sensitive liabilities by $121.3 million through five years. For the time period greater than five years the positive relationship increases further so that, cumulatively, interest sensitive assets exceed interest sensitive liabilities by $141.5 million.
Showing a negative cumulative gap through the twelve month period does not necessarily result in a corresponding increase in net interest income during a declining rate environment. In practice, deposit rates do not change as rapidly as would be indicated by the contractual availability of deposit balances to customers. Some of the gain associated with the lowering of deposit costs is mitigated by rate decreases on variable rate loans and by fixed rate loan customers ability to use new, lower rate loans to prepay existing higher rate loans. Conversely, showing a negative cumulative gap through the twelve month period does not necessarily result in a corresponding decrease in net interest income during a rising rate environment for similar reasons. Due to the behavior of deposits, contrary to the GAP information as shown, management believes that an increase in interest rates will result in an increased spread and increased earnings. Conversely, a decrease in interest rates would likely result in a decrease in spreads and net income.
Interest rate sensitivity varies with different types of interest earning assets and interest bearing liabilities. Overnight investments, on which rates change daily, and loans tied to the prime rate differ considerably from long term investment securities and fixed rate loans. Time deposits over $100,000 and money market accounts are more interest sensitive than regular savings accounts. Comparison of the re-pricing intervals of interest earning assets to interest bearing liabilities is a measure of the interest sensitivity gap. Balancing interest rate sensitivity is a continual challenge in a changing rate environment. The Company uses a sophisticated computer program to perform analysis of interest rate risk, assist with its asset liability management and model and measure interest rate sensitivity.
The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments.
The following table presents, as of December 31, 2003, significant fixed and determinable contractual obligations to third parties by payment date.
(In Thousands of Dollars) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Contractual Obligation | One Year or less |
1 - 3 Years | 3 - 5 Years | More than 5 Years |
Total | ||||||
Federal Funds Borrwed and Repurchase Agreements(1) | $47,070 | $ 0 | $ 0 | $ 0 | $47,070 | ||||||
Long Term Debt(1) | 6,101 | 17,304 | 13,003 | 53,285 | 89,693 | ||||||
Operating Leases (Note G) | 165 | 270 | 263 | 0 | 697 |
(1) Contractual payments including principle and interest.
Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.
The Companys operating lease obligations represent short and long-term lease and rental payments, primarily for facilities and to a lesser degree for certain software and data processing equipment.
The following table details the amounts and expected maturities of significant commitments as of December 31, 2003.
(In Thousands of Dollars) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
One Year Or Less | One to Three Years | Three to Five Years | Over Five Years | Total | |||||||
Credit: Commercial real estate |
$62,066 | $3,462 | $ 743 | $ 614 | $66,885 | ||||||
Residential real estate | 21,321 | 0 | 0 | 0 | 21,321 | ||||||
Construction loans | 8,612 | 1,579 | 819 | 7 | 11,017 | ||||||
Revolving home equity and credit card lines | 3,210 | 4,890 | 15,648 | 929 | 24,678 | ||||||
Other | 0 | 794 | 1,588 | 0 | 2,381 | ||||||
Commercial letters of credit | 4,601 | 4,250 | 0 | 2,313 | 11,164 |
Commitments to extend credit, including loan commitments, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements, in that these commitments often expire with being drawn upon. Further discussion of these commitments is included in Note P to the consolidated financial statements.
Certain of the Companys accounting policies are important to the portrayal of the Companys financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but without limitation, changes in interest rate, in local and national economic conditions, or the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses, determining the fair value of securities and other financial instruments and the valuation of mortgage servicing rights. The Companys critical accounting policies are discussed in detail in Note A of the Notes to the Consolidated Financial Statements.
The Company faces market risk to the extent that both earnings and the fair market values of its financial instruments are affected by changes in interest rates. The Company manages this risk with static GAP analysis and simulation modeling. During 2003, as the prime rate declined and fixed rate mortgages in the Companys portfolio were replaced with variable rate commercial loans, Firstbanks simulations showed increased sensitivity to changes in interest rates with positive changes in projected earnings related to increases in rates and negative changes in projected earnings related to decreases in rates. As of the date of this annual report the Company does not know of nor expect there to be any material change in the general nature of its primary market risk exposure in the near term.
The Companys market risk exposure is mainly comprised of its vulnerability to interest rate risk. The Company does not accept significant interest rate risk in its mortgage banking operations. To manage its interest rate risk in mortgage banking the Company generally locks in its sale price to the purchaser of a loan at the same time it makes a rate commitment to the borrower. Prevailing interest rates and interest rate relationships in the future will be primarily determined by market factors which are outside of the Companys control. All information provided in response to this item consists of forward looking statements. Reference is made to the section captioned Forward Looking Statements in this annual report for a discussion of the limitations on the Companys responsibility for such statements.
The following tables provide information about the Companys financial instruments that are sensitive to changes in interest rates as of December 31, 2003 and 2002. They show expected maturity date values for loans and securities which were calculated without adjusting the instruments contractual maturity dates for expected prepayments. Maturity date values for interest bearing core deposits were not based on estimates of the period over which the deposits would be outstanding, but rather, the opportunity for re-pricing. The Company believes that re-pricing dates, as opposed to expected maturity dates, may be more relevant in analyzing the value of such instruments and are reported as such in the following tables. Fair value is computed as the present value of expected cash flows at rates in effect at the date indicated.
Principal/Notional Amounts Maturing in: | (In Thousands of Dollars) | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
As of December 31, 2003 |
2004 |
2005 |
2006 |
2007 |
2008 |
Thereafter |
Total |
Fair Value 12/31/03 | ||||||||||||||||||
Rate Sensitive Assets: | ||||||||||||||||||||||||||
Fixed interest rate loans | $ | 107,714 | $ | 57,627 | $ | 63,111 | $ | 38,502 | $ | 51,271 | $ | 65,241 | 383,466 | $ | 384,234 | |||||||||||
Average interest rate | 6.79 | % | 7.54 | % | 7.20 | % | 7.28 | % | 6.84 | % | 8.16 | % | ||||||||||||||
Variable interest rate loans | 83,576 | 17,734 | 22,282 | 42,943 | 67,360 | 22,252 | 256,147 | 254,715 | ||||||||||||||||||
Average interest rate | 4.20 | % | 4.69 | % | 4.93 | % | 4.79 | % | 4.66 | % | 4.46 | % | ||||||||||||||
Fixed interest rate securities | 8,055 | 14,358 | 9,419 | 18,329 | 4,414 | 16,095 | 70,669 | 70,669 | ||||||||||||||||||
Average interest rate | 1.62 | % | 2.02 | % | 2.65 | % | 3.52 | % | 3.36 | % | 4.78 | % | ||||||||||||||
Variable interest rate | ||||||||||||||||||||||||||
Securities | 62 | 62 | 62 | |||||||||||||||||||||||
Average interest rate | 6.36 | % | ||||||||||||||||||||||||
Other interest bearing assets | 5,703 | 4,929 | 10,632 | 10,632 | ||||||||||||||||||||||
Average interest rate | 0.51 | % | ||||||||||||||||||||||||
Rate Sensitive Liabilities: | ||||||||||||||||||||||||||
Savings and interest bearing | ||||||||||||||||||||||||||
checking | 277,037 | 277,037 | 277,037 | |||||||||||||||||||||||
Average interest rate | 0.63 | % | ||||||||||||||||||||||||
Time deposits | 124,407 | 26,447 | 13,217 | 16,869 | 7,178 | 103 | 188,221 | 191,111 | ||||||||||||||||||
Average interest rate | 2.18 | % | 3.45 | % | 3.89 | % | 4.45 | % | 3.20 | % | 4.13 | % | ||||||||||||||
Fixed interest rate | ||||||||||||||||||||||||||
borrowings | 24,800 | 10,823 | 0 | 5,157 | 2,372 | 46,403 | 89,555 | 93,576 | ||||||||||||||||||
Average interest rate | 1.45 | % | 5.58 | % | 0.00 | % | 5.02 | % | 3.48 | % | 5.65 | % | ||||||||||||||
Variable interest rate | ||||||||||||||||||||||||||
borrowings | 0 | 0 | 0 | |||||||||||||||||||||||
Average interest rate | 0.00 | % | ||||||||||||||||||||||||
Repurchase agreements | 24,769 | 24,769 | 24,769 | |||||||||||||||||||||||
Average interest rate | 1.62 | % |
(In Thousands of Dollars) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
As of December 31, 2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
Thereafter |
Total |
Fair Value 12/31/02 | ||||||||||||||||||
Rate Sensitive Assets: | ||||||||||||||||||||||||||
Fixed interest rate loans | $ | 108,167 | $ | 80,053 | $ | 68,209 | $ | 57,258 | $ | 40,218 | $ | 63,493 | $ | 417,398 | $ | 422,798 | ||||||||||
Average interest rate | 7.27 | % | 8.04 | % | 7.89 | % | 7.89 | % | 7.90 | % | 8.46 | % | ||||||||||||||
Variable interest rate loans | 76,391 | 11,703 | 16,647 | 17,478 | 50,682 | 20,759 | 193,660 | 193,443 | ||||||||||||||||||
Average interest rate | 4.64 | % | 5.20 | % | 5.46 | % | 5.31 | % | 5.27 | % | 5.00 | % | ||||||||||||||
Fixed interest rate securities | 15,805 | 8,228 | 4,391 | 6,145 | 9,685 | 19,133 | 63,386 | 63,386 | ||||||||||||||||||
Average interest rate | 1.89 | % | 2.12 | % | 2.29 | % | 3.87 | % | 3.03 | % | 4.47 | % | ||||||||||||||
Variable interest rate | ||||||||||||||||||||||||||
securities | 65 | 65 | 65 | |||||||||||||||||||||||
Average interest rate | 6.03 | % | ||||||||||||||||||||||||
Other interest bearing assets | 30,602 | 4,746 | 35,348 | 35,348 | ||||||||||||||||||||||
Average interest rate | 1.02 | % | ||||||||||||||||||||||||
Rate Sensitive Liabilities: | ||||||||||||||||||||||||||
Savings and interest bearing | ||||||||||||||||||||||||||
checking | 260,038 | 260,038 | 260,038 | |||||||||||||||||||||||
Average interest rate | 1.10 | % | ||||||||||||||||||||||||
Time deposits | 147,742 | 32,633 | 14,732 | 9,065 | 14,397 | 154 | 218,723 | 321,564 | ||||||||||||||||||
Average interest rate | 2.84 | % | 4.18 | % | 4.88 | % | 4.62 | % | 4.58 | % | 2.81 | % | ||||||||||||||
Fixed interest rate | ||||||||||||||||||||||||||
borrowings | 4,000 | 1,500 | 10,962 | 0 | 5,165 | 46,957 | 68,584 | 76,799 | ||||||||||||||||||
Average interest rate | 5.16 | % | 5.15 | % | 6.29 | % | 0.00 | % | 5.02 | % | 5.66 | % | ||||||||||||||
Variable interest rate | ||||||||||||||||||||||||||
borrowings | 0 | 0 | 0 | |||||||||||||||||||||||
Average interest rate | ||||||||||||||||||||||||||
Repurchase agreements | 30,358 | 30,358 | 30,358 | |||||||||||||||||||||||
Average interest rate | 1.62 | % |
The Company obtains funds for its operating expenses and dividends to shareholders through dividends from its subsidiary banks. In general, the subsidiary banks pay only those amounts required to meet holding company cash requirements, while maintaining appropriate capital at the banks. Capital is maintained at the subsidiary banks to support growth.
Bank regulators have established risk based capital guidelines for banks and bank holding companies. Minimum capital levels are established under these guidelines and each asset category is assigned a perceived risk weighting. Off balance sheet items, such as loan commitments and standby letters of credit, also require capital allocations.
As of December 31, 2003, the Companys total capital to risk weighted assets exceeded the minimum requirement for capital adequacy purposes of 8% by 5.89% or $36 million. Tier 1 capital to risk weighted assets exceeded the minimum of 4% by 8.65%, or $53 million, and Tier 1 capital to average assets exceeded the minimum of 4% by 6.11%, or $47 million. For a more complete discussion of capital requirements please refer to Note T of the Notes to Consolidated Financial Statements. The Federal Deposit Insurance Corporation insures specified customer deposits and assesses premium rates based on defined criteria. Insurance assessment rates may vary from bank to bank based on the factors that measure the perceived risk of a financial institution. One condition for maintaining the lowest risk assessment, and therefore, the lowest insurance rate, is the maintenance of capital at the well capitalized level. Each of the Companys affiliate banks has exceeded the regulatory criteria for a well capitalized financial institution and each bank pays the lowest assessment rate assigned by the FDIC.
A certain level of capital growth is desirable to maintain an appropriate ratio of equity to total assets. The compound annual growth rate for total average assets for the past five years was 6.4%. The compound annual growth rate for average equity over the same period was 8.2%.
Management has determined one way of maintaining capital adequacy is to maintain a reasonable rate of internal capital growth. The percentage return on average equity times the percentage of earnings retained after dividends equals the internal growth percentage. The following table illustrates this relationship:
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Return on average equity | 14 | .47% | 15 | .50% | 13 | .40% | |
Multiplied by | |||||||
Percentage of earnings retained | 64 | .71% | 67 | .39% | 62 | .50% | |
Equals | |||||||
Internal capital growth | 9 | .36% | 10 | .45% | 8 | .38% |
The Company has retained between 63% and 67% of its earnings from 2001 to 2003. To achieve the goal of acceptable internal capital growth, management intends to continue its efforts to increase the Companys return on average equity while maintaining a reasonable cash dividend.
As an additional enhancement to capital growth the Company offers a dividend reinvestment program. The Firstbank Corporation Dividend Reinvestment Plan was first offered in 1988. At December 31, 1988, 123 owners holding 209,856 shares participated in the Plan. By the end of 2003, 1,695 owners holding 2,211,310 shares were participating in the Plan.
The Company is not aware of any recommendations by regulatory authorities at December 31, 2003, which are likely to have a material effect on Firstbank Corporations liquidity, capital resources or operations.
This annual report including, without limitation, managements discussion and analysis of financial condition and results of operations, and other sections of the Companys Annual Report to Shareholders, contain forward-looking statements that are based on managements beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Company itself. Words such as anticipate, believe, determine, estimate, expect, forecast, intend, is likely, plan, project, opinion, should, variations of such terms, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward looking statements. Internal and external factors that may cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior and customer ability to repay loans; software failure, errors or miscalculations; the ability of the Company to locate and correct all data sensitive computer codes; and the vicissitudes of the national economy. The Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
Firstbank Corporation Common Stock was held by 1,710 shareholders of record as of December 31, 2003. Total shareholders number approximately 2,874, including those whose shares are held in nominee name through brokerage firms. The Companys shares are listed on the NASDAQ National Market under the symbol FBMI and are traded by several brokers. The range of high and low sales prices for shares of common stock for each quarterly period during the past two years is as follows:
Quarter | High | Low | |||
4th `03 | $ 31 | .90 | $29 | .79 | |
3rd `03 | $ 34 | .52 | $28 | .41 | |
2nd `03 | $ 32 | .19 | $27 | .69 | |
1st `03 | $ 28 | .06 | $23 | .90 | |
4th `02 | $ 24 | .20 | $20 | .32 | |
3rd `02 | $ 22 | .67 | $20 | .41 | |
2nd `02 | $ 21 | .77 | $18 | .70 | |
1st `02 | $ 19 | .95 | $17 | .96 |
The prices quoted above were obtained from the NASDAQ.com through the Companys market makers. Prices have been adjusted to reflect stock dividends.
The following table summarizes cash dividends paid per share (adjusted for stock dividends) of common stock during 2003 and 2002.
2003 | 2002 | ||||
---|---|---|---|---|---|
First Quarter | $ .1809 | $ .1632 | |||
Second Quarter | .1905 | .1723 | |||
Third Quarter | .1905 | .1723 | |||
Fourth Quarter | .1905 | .1723 | |||
Total | $ .7524 | $ .6801 |
The Companys principal sources of funds to pay cash dividends are the earnings of and dividends paid by the subsidiary banks. Under current regulations the subsidiary banks are restricted in their ability to transfer funds in the form of cash dividends, loans, and advances to the Company (See Note R of the Notes to Consolidated Financial Statements). As of January 1, 2004, approximately $23.9 million of the subsidiaries retained earnings were available for transfer in the form of dividends to the Company without prior regulatory approval. In addition, the subsidiaries 2004 earnings are expected to be available for distributions as dividends to the Company.
32
REPORT OF INDEPENDENT AUDITORS
Board of Directors and
Shareholders
Firstbank Corporation
Alma, Michigan
We have audited the consolidated balance sheets of Firstbank Corporation as of December 31, 2003 and 2002, and the related consolidated statements of income and comprehensive income, changes in shareholders equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 consolidated financial statements referred to above, present fairly, in all material respects, the financial position of Firstbank Corporation at December 31, 2003 and 2002 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, are in conformity with accounting principles generally accepted in the United States of America.
/s/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC |
January 29, 2004
Grand Rapids,
Michigan
33
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE
SHEETS
(In Thousands of Dollars,
Except for Share Data)
December 31 | |||||
---|---|---|---|---|---|
ASSETS | 2003 | 2002 | |||
Cash and due from banks | $ 27,442 | $ 29,945 | |||
Short term investments | 5,703 | 30,602 | |||
Total cash and cash equivalents | 33,145 | 60,547 | |||
Securities available for sale | 70,731 | 63,451 | |||
Federal Home Loan Bank stock | 4,929 | 4,746 | |||
Loans held for sale | 4,160 | 9,663 | |||
Loans, net of allowance for loan losses of $11,627 in 2003 and | |||||
$11,536 in 2002 | 623,826 | 589,859 | |||
Premises and equipment, net | 18,103 | 17,514 | |||
Goodwill | 4,880 | 4,880 | |||
Core deposits and other intangibles | 2,698 | 3,158 | |||
Accrued interest receivable and other assets | 14,028 | 13,702 | |||
TOTAL ASSETS | $776,500 | $767,520 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
LIABILITIES | |||||
Deposits: | |||||
Non-interest bearing demand accounts | $102,296 | $ 98,148 | |||
Interest bearing accounts: | |||||
Demand | 181,642 | 177,018 | |||
Savings | 95,395 | 83,020 | |||
Time | 188,221 | 218,723 | |||
Total Deposits | 567,554 | 576,909 | |||
Securities sold under agreements to repurchase and overnight borrowings | 47,069 | 30,358 | |||
Federal Home Loan Bank advances | 67,121 | 68,433 | |||
Notes payable | 134 | 151 | |||
Accrued interest payable and other liabilities | 8,878 | 11,488 | |||
Total Liabilities | $690,756 | $687,339 | |||
SHAREHOLDERS' EQUITY | |||||
Preferred stock; no par value, 300,000 shares authorized, none issued | |||||
Common stock, no par value, 10,000,000 shares authorized; | |||||
5,642,304 and 5,368,100 shares issued and outstanding in 2003 and 2002 | $ 75,591 | $ 68,934 | |||
Retained earnings | 9,187 | 9,755 | |||
Accumulated other comprehensive income | 966 | 1,492 | |||
Total Shareholders' Equity | 85,744 | 80,181 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $776,500 | $767,520 | |||
See notes to consolidated financial statements.
34
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
(In Thousands of Dollars, Except for Per Share Data)
Year Ended December 31 | |||||||
---|---|---|---|---|---|---|---|
Interest Income: | 2003 | 2002 | 2001 | ||||
Loans, including fees | $ 40,989 | $ 45,387 | $ 51,151 | ||||
Securities: | |||||||
Taxable | 1,818 | 2,310 | 2,708 | ||||
Exempt from federal income tax | 1,035 | 1,138 | 1,281 | ||||
Short term investments | 387 | 413 | 370 | ||||
Total Interest Income | 44,229 | 49,248 | 55,510 | ||||
Interest Expense: | |||||||
Deposits | 8,533 | 12,004 | 18,806 | ||||
FHLB Advances and notes payable | 3,825 | 3,835 | 4,636 | ||||
Other | 240 | 422 | 1,151 | ||||
Total Interest Expense | 12,598 | 16,261 | 24,593 | ||||
Net Interest Income | 31,631 | 32,987 | 30,917 | ||||
Provision for loan losses | 550 | 1,170 | 1,467 | ||||
Net Interest Income after Provision for Loan Losses | 31,081 | 31,817 | 29,450 | ||||
Non-Interest Income: | |||||||
Service charges on deposit accounts | 2,534 | 2,419 | 1,986 | ||||
Gain on sale of mortgage loans | 8,560 | 5,879 | 3,215 | ||||
Mortgage servicing, net of amortization | (1,100 | ) | (709 | ) | (108 | ) | |
Trust fees | 0 | 108 | 338 | ||||
Gain on sale of securities | 390 | 17 | 28 | ||||
Courier and cash delivery services | 736 | 564 | 463 | ||||
Real estate appraisal services | 912 | 857 | 789 | ||||
Commissions on real estate sales | 940 | 816 | 635 | ||||
Title insurance fees | 1,104 | 726 | 593 | ||||
Other | 1,802 | 1,456 | 2,001 | ||||
Total Non-Interest Income | 15,878 | 12,133 | 9,940 | ||||
Non-Interest Expense: | |||||||
Salaries and employee benefits | 16,198 | 14,247 | 13,350 | ||||
Occupancy and equipment | 3,725 | 3,672 | 3,521 | ||||
Amortization of intangibles | 336 | 362 | 785 | ||||
Michigan single business tax | 175 | 174 | 311 | ||||
Outside professional services | 1,995 | 1,559 | 1,121 | ||||
Advertising and promotions | 787 | 522 | 388 | ||||
Other | 5,679 | 5,701 | 6,280 | ||||
Total Non-Interest Expense | 28,895 | 26,237 | 25,756 | ||||
Income Before Federal Income Taxes | 18,064 | 17,713 | 13,634 | ||||
Federal Income Taxes | 6,008 | 5,887 | 4,512 | ||||
NET INCOME | $ 12,056 | $ 11,826 | $ 9,122 | ||||
Other comprehensive income: | |||||||
Change in unrealized gain (loss) on securities, net of tax | |||||||
and reclassification effects | (526 | ) | 426 | 698 | |||
COMPREHENSIVE INCOME | $ 11,530 | $ 12,252 | $ 9,820 | ||||
Basic earnings per share | $ 2.13 | $ 2.09 | $ 1.64 | ||||
Diluted earnings per share | $ 2.07 | $ 2.04 | $ 1.61 | ||||
See notes to consolidated financial statements.
35
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002, AND 2001
(In
Thousands of Dollars, Except for Share and per Share Data)
Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||
---|---|---|---|---|---|---|---|---|---|
Balances at January 1, 2001 | $ 56,550 | $ 7,286 | 368 | $64,204 | |||||
Net income for 2001 | 9,122 | 9,122 | |||||||
Cash dividends - $.61 per share | (3,416 | ) | (3,416 | ) | |||||
5% stock dividend - 243,748 shares | 4,729 | (4,732 | ) | (3 | ) | ||||
Issuance of 10,520 shares of common stock | |||||||||
through exercise of stock options | 135 | 135 | |||||||
Issuance of 70,081 shares of common stock | |||||||||
through the dividend reinvestment plan | 1,207 | 1,207 | |||||||
Issuance of 15,553 shares of common stock | |||||||||
from supplemental shareholder investments | 283 | 283 | |||||||
Purchase of 1,212 shares of stock | (24 | ) | (24 | ) | |||||
Issuance of 12,604 shares of common stock | 220 | 220 | |||||||
Net change in unrealized appreciation on | |||||||||
securities available for sale, net of tax of $375 | 698 | 698 | |||||||
BALANCES AT DECEMBER 31, 2001 | 63,100 | 8,260 | 1,066 | 72,426 | |||||
Net income for 2002 | 11,826 | 11,826 | |||||||
Cash dividends - $.68 per share | (3,857 | ) | (3,857 | ) | |||||
5% stock dividend - 255,595 shares | 6,474 | (6,474 | ) | ||||||
Issuance of 37,331 shares of common stock | |||||||||
through exercise of stock options | 566 | 566 | |||||||
Issuance of 54,764 shares of common stock | |||||||||
through the dividend reinvestment plan | 1,210 | 1,210 | |||||||
Issuance of 10,434 shares of common stock | |||||||||
from supplemental shareholder investments | 235 | 235 | |||||||
Purchase of 122,710 shares of stock | (2,963 | ) | (2,963 | ) | |||||
Issuance of 13,533 shares of common stock | 312 | 312 | |||||||
Net change in unrealized appreciation on | |||||||||
securities available for sale, net of tax of $229 | 426 | 426 | |||||||
BALANCES AT DECEMBER 31, 2002 | 68,934 | 9,755 | 1,492 | 80,181 | |||||
Net income for 2003 | 12,056 | 12,056 | |||||||
Cash dividends - $.75 per share | (4,254 | ) | (4,254 | ) | |||||
5% stock dividend -268,635 shares | 8,370 | (8,370 | ) | ||||||
Issuance of 122,733 shares of common stock | |||||||||
through exercise of stock options | 2,060 | 2,060 | |||||||
Issuance of 37,817 shares of common stock | |||||||||
through the dividend reinvestment plan | 1,137 | 1,137 | |||||||
Issuance of 6,858 shares of common stock | |||||||||
from supplemental shareholder investments | 209 | 209 | |||||||
Purchase of 176,100 shares of stock | (5,551 | ) | (5,551 | ) | |||||
Issuance of 14,261 shares of common stock | 432 | 432 | |||||||
Net change in unrealized appreciation on | |||||||||
securities available for sale, net of tax of $276 | (526 | ) | (526 | ) | |||||
BALANCES AT DECEMBER 31, 2003 | $ 75,591 | $ 9,187 | $ 966 | $85,744 | |||||
See notes to consolidated financial statements.
36
FIRSTBANK CORPORATION
CONSOLIDATED
STATEMENTS OF CASHFLOWS
(In Thousands of Dollars)
Year Ended December 31, | |||||||
---|---|---|---|---|---|---|---|
OPERATING ACTIVITIES | 2003 | 2002 | 2001 | ||||
Net income | $ 12,056 | $ 11,826 | $ 9,122 | ||||
Adjustments to reconcile net income to net cash from | |||||||
operating activities: | |||||||
Provision for loan losses | 550 | 1,170 | 1,467 | ||||
Depreciation of premises and equipment | 1,682 | 1,534 | 1,469 | ||||
Net amortization of security premiums/discounts | 645 | 374 | 199 | ||||
Gain on sale of securities | (390 | ) | (17 | ) | (28 | ) | |
Amortization of intangibles | 336 | 362 | 785 | ||||
Gain on sale of mortgage loans | (8,560 | ) | (5,879 | ) | (2,727 | ) | |
Proceeds from sales of mortgage loans | 375,588 | 270,864 | 179,344 | ||||
Loans originated for sale | (361,525 | ) | (268,926 | ) | (181,321 | ) | |
Deferred federal income tax benefit | (13 | ) | 109 | (699 | ) | ||
(Increase) decrease in accrued interest receivable and other assets | 207 | (904 | ) | 406 | |||
Increase (decrease) in accrued interest payable and other liabilities | (2,609 | ) | 901 | 1,007 | |||
NET CASH FROM OPERATING ACTIVITIES | 17,967 | 11,414 | 9,024 | ||||
INVESTING ACTIVITIES | |||||||
Proceeds from sales and calls of securities available for sale | 2,400 | 2,075 | 2,191 | ||||
Proceeds from maturities of securities available for sale | 31,665 | 47,901 | 55,810 | ||||
Purchase of securities available for sale | (42,402 | ) | (45,784 | ) | (52,600 | ) | |
Purchase of Federal Home Loan Bank stock | (183 | ) | (113 | ) | (301 | ) | |
Net increase in portfolio loans | (34,638 | ) | (1,713 | ) | (891 | ) | |
Net purchases of premises and equipment | (2,271 | ) | (1,424 | ) | (3,411 | ) | |
NET CASH FROM INVESTING ACTIVITIES | (45,429 | ) | 942 | 798 | |||
FINANCING ACTIVITIES | |||||||
Net increase (decrease) in deposits | (9,355 | ) | 15,770 | 23,915 | |||
Net increase (decrease) in securities sold under agreements to | |||||||
repurchase and overnight borrowings | 16,711 | (1,865 | ) | (6,084 | ) | ||
Retirement of notes payable | (17 | ) | (2,717 | ) | (5,416 | ) | |
Proceeds from Federal Home Loan Bank borrowings | 3,000 | 3,500 | 21,250 | ||||
Proceeds from notes payable | 0 | 0 | 1,400 | ||||
Retirement of Federal Home Loan Bank borrowings | (4,312 | ) | (7,814 | ) | (25,571 | ) | |
Cash dividends and cash paid in lieu of fractional shares on stock | |||||||
dividend | (4,254 | ) | (3,857 | ) | (3,419 | ) | |
Purchase of common stock | (5,551 | ) | (2,963 | ) | (24 | ) | |
Net proceeds from issuance of common stock | 3,838 | 2,323 | 1,845 | ||||
NET CASH FROM FINANCING ACTIVITIES | 60 | 2,377 | 7,896 | ||||
INCREASE IN CASH AND CASH EQUIVALENTS | (27,402 | ) | 14,733 | 17,718 | |||
Cash and cash equivalents at beginning of year | 60,547 | 45,814 | 28,096 | ||||
CASH AND CASH EQUIVALENTS AT END OF YEAR | $ 33,145 | $ 60,547 | $ 45,814 | ||||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the year for: | |||||||
Interest | $ 13,196 | $ 16,744 | $ 25,521 | ||||
Income taxes | $ 6,250 | $ 5,433 | $ 4,211 |
See notes to consolidated financial statements.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Firstbank Corporation (the Company) is a bank holding company. Each subsidiary bank of the Company is a full service community bank. The subsidiary banks offer all customary banking services, including the acceptance of checking, savings and time deposits, and the making of commercial, agricultural, real estate, personal, home improvement, automobile and other installment and consumer loans. The consolidated assets of the Company, of $777 million as of December 31, 2003, primarily represent commercial and retail banking activity. Mortgage loans serviced for others of $464 million, as of December 31, 2003, are not included in the Companys consolidated balance sheet.
Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, Firstbank Alma; Firstbank (Mt. Pleasant); Firstbank West Branch; Firstbank Lakeview; and Firstbank St. Johns (the Banks); 1st Armored, Incorporated; Gladwin Land Company, Incorporated; 1st Title, Incorporated; and C.A. Hanes Realty, Incorporated, after elimination of inter-company accounts and transactions. These subsidiaries are wholly owned, except C.A. Hanes Realty, which has a 45% minority interest. During 2001, each of the Companys five banks formed its own Mortgage Company. The operating results of these mortgage companies are consolidated into each Banks financial statements.
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 at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Certain Significant Estimates: The primary estimates incorporated into the Companys financial statements, which are susceptible to change in the near term, include the allowance for loan losses, the determination of the fair value of certain financial instruments and the valuation of mortgage servicing rights.
Current Vulnerability Due to Certain Concentrations: The Companys business is concentrated in the mid-central section of the lower peninsula of Michigan. Management is of the opinion that no concentrations exist that make the Company vulnerable to the risk of a near term severe impact. While the loan portfolio is diversified, the customers ability to honor their debts is partially dependent on the local economies. The Companys service area is primarily dependent on manufacturing (automotive and other), agricultural and recreational industries. Most commercial and agricultural loans are secured by business assets, including commercial and agricultural real estate and federal farm agency guarantees. Generally, consumer loans are secured by various items of personal property and mortgage loans are secured by residential real estate. The Companys funding sources include time deposits and other deposit products which bear interest. Periods of rising interest rates result in an increase in the cost of funds to the Company and an increase in yields on certain assets. Conversely, periods of falling interest rates result in a decrease in yields on certain assets and costs of certain funds.
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, amounts due from banks and short term investments, which include interest bearing deposits with banks, federal funds sold, and overnight money market fund investments. Generally, federal funds and overnight money market funds are purchased for a one day period. The Company reports customer loan transactions, deposit transactions and repurchase agreements and overnight borrowings on a net basis within its cash flow statement.
Securities Available for Sale: Securities available for sale consist of bonds and notes which might be sold prior to maturity due to changes in interest rate, prepayment risks, yield and availability of alternative investments, liquidity needs or other factors. Securities classified as available for sale are reported at their fair value and the related unrealized holding gain or loss (the difference between the fair value and amortized cost of the securities so classified) is reported, net of related income tax effect, in accumulated other comprehensive income, a separate component of shareholders equity until realized. Gains and losses on sales are determined using the specific identification method. Premium and discount amortization is
38
recognized in interest income, using the level yield method over the period to maturity. Other securities such as Federal Home Loan Bank stock are carried at cost.
Mortgage Banking Activities: Servicing rights are recognized as assets for purchased rights and for the allocated value of retained servicing rights on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Any impairment of a grouping is reported as a valuation allowance. The Company generally locks in its sale price to the purchaser of the loan at the same time it makes a rate commitment to the borrower.
Loans: Loans receivable, for which management has the intent and ability to hold for the foreseeable future or payoff are reported at their outstanding unpaid principal balances, net of any deferred fees or costs on originated loans, unamortized premiums or discounts. Loan origination fees and certain origination costs are capitalized and recognized as an adjustment to yield of the related loan. Loans held for sale are reported at the lower of cost or market on an aggregate basis. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income on mortgage and commercial loans is discontinued at the time the loan becomes 90 days delinquent unless the credit is well secured and in process of collection. In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued, but not received, for loans placed on nonaccrual status is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual. Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Management uses a quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses consistently across its five banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment weightings and industry and regional factors and trends as they affect the banks portfolios. The consideration of exposures to industries potentially most affected by current risks in the economic and political environment and the review of potential risks in certain credits that either are, or are not, considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Loan losses are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed.
Loans are reviewed on an ongoing basis for impairment. A loan is impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected cash flows discounted at the loans effective interest rate or, as a practical expedient, at the loans observable market price or fair value of collateral, if the loan is collateral dependent. Loans considered to be impaired are reduced to the present value of expected future cash flows or to the fair value of collateral by allocating a portion of the allowance for loan losses to such loans. If these allocations cause an increase in the allowance for loan losses such increase is reported as provision for loan loss. Increases or decreases in carrying value due to changes in estimates of future payments or the passage of time are reported as reductions or increases in the provision for loan losses.
Smaller balance homogeneous loans such as residential first mortgage loans secured by one to four family residences, residential construction, automobile, home equity and second mortgage loans, are collectively evaluated for impairment. Commercial loans and first mortgage loans secured by other properties are evaluated individually for impairment. When credit analysis of the borrowers operating results and financial condition indicates the underlying ability of the borrowers business activity is not sufficient to generate adequate cash flow to service the business cash needs, including the Companys loans to the borrower, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 90 days or less. Commercial loans are rated on a scale of 1 to 8, with grades 1 to 4 being pass grades, 5 being special attention or watch, 6 substandard, 7 doubtful, and 8 loss. Loans graded 6, 7, and 8 are considered for impairment. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
39
Premises and Equipment: Premises and equipment are stated on the basis of cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the assets, primarily by accelerated methods for income tax purposes and by the straight line method for financial reporting purposes.
Other Real Estate: Other real estate (included as a component of other assets) includes properties acquired through either a foreclosure proceeding or acceptance of a deed in lieu of foreclosure and is initially recorded at the lower of the loan amount or fair value at the date of foreclosure, establishing a new cost basis. These properties are evaluated periodically and are carried at the lower of cost or estimated fair value less estimated costs to sell.
Goodwill and Other Intangible Assets: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Upon adopting new accounting guidance in 2002, the Company ceased amortizing goodwill. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.
Other intangible assets consist of core deposit and acquired customer relationship intangible assets arising from whole bank and branch acquisitions. They are initially measured at fair value and then are amortized on an accelerated method over their estimated useful lives.
Income Taxes: The Company records income tax expense based on the amount of taxes due on its tax return plus the change in deferred taxes computed, based on the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Stock Splits and Dividends: Dividends issued in stock are reported by transferring the market value of the stock issued from retained earnings to common stock. Fractional shares are issued or are paid in cash. Earnings and dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements. A stock dividend of 5% was paid on December 31, 2003, to shareholders of record as of December 18, 2003. A stock dividend of 5% was paid on December 31, 2002, to shareholders of record as of December 18, 2002. A stock dividend of 5% was paid on December 31, 2001, to shareholders of record as of December 14, 2001.
Stock Compensation: Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Net income as reported | $ 12,056,000 | $ 11,826,000 | $ 9,122,000 | ||||
Deduct stock-based compensation expense determined | |||||||
under fair value based method | 135,000 | 134,000 | 438,000 | ||||
Pro forma net income | $ 11,921,000 | $ 11,692,000 | $ 8,684,000 | ||||
Basic earnings per share as reported | $2.13 | $2.09 | $1.64 | ||||
Pro forma basic earnings per share | $2.11 | $2.07 | $1.57 | ||||
Diluted earnings per share as reported | $2.07 | $2.04 | $1.61 | ||||
Pro forma diluted earnings per share | $2.05 | $2.02 | $1.52 |
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The pro forma effects are computed using option pricing models and using the following weighted-average assumptions as of grant date.
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Risk-free interest rate | 4.04% | 4.55% | 4.52% | ||||
Expected option life | 7 Years | 7 Years | 7 Years | ||||
Expected stock price volatility | 21.8% | 20.9% | 19.7% | ||||
Dividend yield | 3% | 3% | 3% |
Earnings Per Share: Basic earnings per share is based on weighted average common shares outstanding. Diluted earnings per share include the dilutive effect of additional common shares issuable under stock options. All per share amounts are restated for stock dividends and stock splits through the date of issuance of the financial statements.
Comprehensive Income: Comprehensive income consists of net income and unrealized gains and losses on securities available for sale, net of tax, which is recognized as a separate component of equity. Accumulated other comprehensive income consists of unrealized gains and losses on securities available for sale, net of tax.
Reclassification: Certain 2002 and 2001 amounts have been reclassified to conform to the 2003 presentation.
Adoption of New Accounting Standards: During 2003, the Company adopted FASB Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, FASB Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities, FASB Statement 132 (revised 2003), Employers Disclosures about Pensions and Other Postretirement Benefits, FASB Interpretation 45, Guarantors Accounting and Disclosure Requiremenst for Guarantees, and FASB Interpretation 46, Consolidation of Variable Interest Entities. Adoption of the new standards did not materially affect the Companys operating results or financial condition.
Segment Information: While the Companys chief decision makers monitor the revenue streams of various products and services, substantially all of the Companys operations are managed and financial performance is evaluated on a company wide basis. Accordingly, all of the Companys operations are considered by Management to be aggregated in one reportable operating segment. There are no material separately identifiable reporting segments.
NOTE B ACQUISITIONS/DIVESTURES
On December 31, 2001 the Companys Firstbank West Branch subsidiary sold its collection agency, 1st Collections, Incorporated. Operating results of 1st Collections are included in consolidated results until the date of sale. The effect of the operation and sale of 1st Collections was not material to the consolidated financial statements of the Company.
On October 20, 2000, Firstbank Corporation, through its affiliate Firstbank West Branch, completed the acquisition of the West Branch Real Estate One franchise which was re-named 1st Realty, Incorporated. On January 2, 2001, also through its Firstbank West Branch affiliate, Firstbank Corporation completed the acquisition of C.A. Hanes Real Estate in a transaction that merged C.A. Hanes with 1st Realty, Incorporated. Firstbank West Branch maintains a 55% ownership of the new company which does business as C.A. Hanes Realty, Incorporated. This real estate subsidiary complements the prior acquisitions of Gladwin Land Company and 1st Title, Incorporated and these subsidiaries provide service to all five banks of Firstbank Corporation and position the banks to provide the full spectrum of services related to real estate transactions. This acquisition did not have a material effect on the Companys consolidated financial statements.
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NOTE C RESTRICTIONS ON CASH AND DUE FROM BANKS
The Companys subsidiary banks are required to maintain average reserve balances in the form of cash and non-interest bearing balances due from the Federal Reserve Bank. The average reserve balances required to be maintained at December 31, 2003 and 2002 were $3,269,000 and $3,381,000, respectively. These balances do not earn interest.
NOTE D SECURITIES
The fair value of securities available for sale was as follows:
Securities Available for Sale: | Fair Value | Gross Unrealized Gains | Gross Unrealized Losses | ||||
---|---|---|---|---|---|---|---|
(In Thousands of Dollars) | |||||||
December 31, 2003: | |||||||
U.S. governmental agency | $40,073 | $ 286 | $(11 | ) | |||
States and political subdivisions | 29,404 | 1,212 | (1 | ) | |||
Equity | 1,254 | 0 | (0 | ) | |||
Total | $70,731 | $1,498 | $(12 | ) | |||
December 31, 2002: | |||||||
U.S. governmental agency | $29,154 | $ 551 | $(6 | ) | |||
States and political subdivisions | 29,198 | 1,683 | (1 | ) | |||
Corporate | 4,336 | 63 | (2 | ) | |||
Equity | 763 | 0 | 0 | ||||
Total | $63,451 | $2,297 | $(9 | ) | |||
Securities with unrealized losses at year end 2003 not recognized in income are as follows:
Less than 12 Months | 12 Months or More | Total | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Description of Securities | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||
US Government Agencies | $3,144 | $3 | $5,993 | $8 | $9,137 | $11 | |||||||
States and Political Subdivisions | 686 | 1 | 0 | 0 | 686 | 1 | |||||||
Total Temporarily Impaired | $3,830 | $4 | $5,993 | $8 | $9,823 | $12 |
Gross realized gains (losses) on sales and calls of securities were:
(In Thousands of Dollars) | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Gross realized gains | $390 | $ 30 | $28 | ||||
Gross realized losses | 0 | (13 | ) | 0 | |||
Net realized gains (losses) | $390 | $ 17 | $28 | ||||
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The fair value of securities at December 31, 2003, by stated maturity, is shown below. Actual maturities may differ from stated maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Fair Value (In Thousands of Dollars) | |||
---|---|---|---|
Due in one year or less | $ 8,055 | ||
Due after one year through five years | 46,519 | ||
Due after five years through ten years | 12,072 | ||
Due after ten years | 2,831 | ||
Total | 69,477 | ||
Equity securities | 1,254 | ||
Total securities | $70,731 | ||
At December 31, 2003, securities with a carrying value approximating $59,510,000 were pledged to secure public trust deposits, securities sold under agreements to repurchase and for such other purposes as required or permitted by law.
NOTE E SECONDARY MORTGAGE MARKET ACTIVITIES
Loans serviced for others, which are not reported as assets, total $464,400,000 at December 31, 2003, and $373,800,000 at December 31, 2002.
Activity for capitalized mortgage servicing rights was as follows:
(In Thousands of Dollars) | |||||
---|---|---|---|---|---|
Servicing rights: | 2003 | 2002 | |||
Beginning of year | $ 2,062 | $ 1,607 | |||
Additions | 2,713 | 2,078 | |||
Amortized to expense | (2,233 | ) | (1,623 | ) | |
Valuation Impairment | (5 | ) | 0 | ||
End of year | $ 2,537 | $ 2,062 | |||
Management has determined that a valuation allowance of four thousand five hundred dollars is necessary at December 31, 2003. No valuation allowance was required at December 31, 2002.
NOTE F LOANS
Loans at year end were as follows:
(In Thousands of Dollars) | |||||
---|---|---|---|---|---|
2003 | 2002 | ||||
Commercial | $112,384 | $ 97,951 | |||
Mortgage Loans on Real Estate: | |||||
Residential | 204,844 | 198,756 | |||
Commercial | 203,080 | 194,194 | |||
Construction | 55,160 | 47,103 | |||
Consumer | 57,541 | 60,685 | |||
Credit Card | 2,587 | 2,732 | |||
Subtotal | 635,596 | 601,421 | |||
Less: | |||||
Allowance for loan losses | 11,627 | 11,536 | |||
Net deferred loan costs | 143 | 26 | |||
Loans, net | $623,826 | $589,859 | |||
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Activity in the allowance for loan losses was as follows:
(In Thousands of Dollars) | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Beginning balance | $ 11,536 | $ 11,038 | $ 9,857 | ||||
Provision for loan losses | 550 | 1,170 | 1,467 | ||||
Loans charged off | (778 | ) | (1,035 | ) | (680 | ) | |
Recoveries | 319 | 363 | 394 | ||||
Ending balance | $ 11,627 | $ 11,536 | $ 11,038 | ||||
Impaired loans were as follows:
(In Thousands of Dollars) | |||||
---|---|---|---|---|---|
2003 | 2002 | ||||
Year end loans with no allocated allowance for loan losses | $1,879 | $3,429 | |||
Year end loans with allocated allowance for loan losses | 1,544 | 1,209 | |||
Total | $3,423 | $4,638 | |||
Amount of the allowance for loan losses allocated | $ 843 | $ 118 |
(In Thousands of Dollars) | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Nonaccrual loans at year end | $ 834 | $ 630 | $ 501 | ||||
Loans past due over 90 days still on accrual at year end | 581 | 3,130 | 2,089 | ||||
Average of impaired loans during the year | 3,522 | 4,754 | 1,513 | ||||
Interest income recognized during impairment | 168 | 283 | 10 | ||||
Cash-basis interest income recognized | 30 | 32 | 12 |
Approximately $37,146,000 of commercial loans were pledged to the Federal Reserve Bank of Chicago at December 31, 2003 and 2002 to secure potential overnight borrowings.
NOTE G PREMISES AND EQUIPMENT
Year end premises and equipment were as follows:
2003 | 2002 | ||||
---|---|---|---|---|---|
Land | $ 3,995 | $ 3,925 | |||
Buildings | 16,089 | 14,988 | |||
Furniture, fixtures and equipment | 13,892 | 12,792 | |||
Total | 33,976 | 31,705 | |||
Less: | |||||
Accumulated depreciation | (15,873 | ) | (14,191 | ) | |
Total | $ 18,103 | $ 17,514 | |||
Rent expense was $194,000 for 2003, $173,000 for 2002, and $126,000 for 2001. Rental commitments for the next five years under non-cancelable operating leases were as follows (before considering renewal options that generally are present):
2004 | $165,000 | ||
2005 | 143,000 | ||
2006 | 127,000 | ||
2007 | 130,000 | ||
2008 | 133,000 | ||
Total | 698,000 | ||
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NOTE H GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill is no longer amortized starting in 2002. The effect of not amortizing goodwill is summarized as follows: (In Thousands of Dollars, except per share data)
(In Thousands of Dollars, except per share data) | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Reported net income | $12,056 | $11,826 | $ 9,122 | ||||
Add back: goodwill amortization, net of tax | 0 | 0 | 296 | ||||
Adjusted net income | $12,056 | $11,826 | $ 9,418 | ||||
Basic earnings per share: | |||||||
Reported net income | $ 2.13 | $ 2.09 | $ 1.64 | ||||
Goodwill amortization | 0 | 0 | .05 | ||||
Adjusted net income | $ 2.13 | $ 2.09 | $ 1.69 | ||||
Diluted earnings per share: | |||||||
Reported net income | $ 2.07 | $ 2.04 | $ 1.61 | ||||
Goodwill amortization | 0 | 0 | .05 | ||||
Adjusted net income | $ 2.07 | $ 2.04 | $ 1.66 | ||||
Acquired Intangible Assets
Acquired intangible assets at year end were as follows:
(In Thousands of Dollars) | |||||||||
---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | ||||||||
Gross Carrrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||
Amortized intangible assets: | |||||||||
Core deposit premium resulting from | |||||||||
branch acquisitions | $4,740 | $2,053 | $4,740 | $1,756 | |||||
Other customer relationship intangibles | 20 | 9 | 346 | 172 | |||||
Total | $4,760 | $2,062 | $5,086 | $1,928 | |||||
During the first quarter of 2003, the Corporation sold customer relationship intangibles with a gross carrying value of $329,000 and accumulated amortization of $205,000 which resulted in a gain of $67,000.
Aggregate amortization expense was $336,000, $362,000, and $785,000 for 2003, 2002, and 2001, respectively.
Estimated amortization expense for each of the next five years:
2004 | $302 | ||
2005 | 301 | ||
2006 | 300 | ||
2007 | 298 | ||
2008 | 297 |
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NOTE I FEDERAL INCOME TAXES
Federal income taxes consist of the following:
(In Thousands of Dollars) | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Current expense | $ 6,050 | $5,778 | $ 5,211 | ||||
Deferred expense (benefit) | (42 | ) | 109 | (699 | ) | ||
Total | $ 6,008 | $5,887 | $ 4,512 | ||||
A reconciliation of the difference between federal income tax expense and the amount computed by applying the federal statutory tax rate of 35% in 2003, 2002 and 2001 is as follows:
(In Thousands of Dollars) | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Tax at statutory rate | $ 6,322 | $ 6,200 | $ 4,772 | ||||
Effect of surtax exemption | 0 | 0 | 0 | ||||
Effect of tax-exempt interest | (365 | ) | (374 | ) | (428 | ) | |
Other | 51 | 61 | 168 | ||||
Federal income taxes | $ 6,008 | $ 5,887 | $ 4,512 | ||||
Effective tax rate | 33 | % | 33 | % | 33 | % |
The components of deferred tax assets and liabilities consist of the following at December 31st year end:
(In Thousands of Dollars) | |||||
---|---|---|---|---|---|
2003 | 2002 | ||||
Deferred tax assets: Allowance for loan losses |
$ 4,069 | $ 4,038 | |||
Deferred compensation | 1,048 | 822 | |||
Other | 325 | 297 | |||
Total deferred tax assets | 5,442 | 5,157 | |||
Deferred tax liabilities: | |||||
Fixed assets | (1,450 | ) | (1,348 | ) | |
Mortgage servicing rights | (890 | ) | (722 | ) | |
Purchase accounting adjustment | (357 | ) | (401 | ) | |
Unrealized gain on securities available for sale | (520 | ) | (798 | ) | |
Other | (262 | ) | (245 | ) | |
Total deferred tax liabilities | (3,419 | ) | (3,514 | ) | |
Net deferred tax assets | $ 1,963 | $ 1,643 | |||
A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefits related to such assets will not be realized. Management has determined that no such allowance is required at December 31, 2003 or 2002.
Deferred tax assets at December 31, 2003 and 2002 are included in other assets in the accompanying consolidated balance sheets.
46
NOTE J DEPOSITS
Time deposits of $100,000 or more were $38,924,000 and $49,475,000 at year end 2003 and 2002.
Scheduled maturities of time deposits at December 31, 2003 were as follows:
Year | (In Thousands of Dollars) Amount |
||
2004 | $117,180 | ||
2005 | 31,405 | ||
2006 | 14,489 | ||
2007 | 16,941 | ||
2008 | 7,639 | ||
2009 and after | 567 | ||
Total | $188,221 | ||
NOTE K BORROWINGS
Information relating to securities sold under agreements to repurchase is as follows:
(In Thousands of Dollars) | |||||
---|---|---|---|---|---|
2003 | 2002 | ||||
At December 31: | |||||
Outstanding Balance | $24,769 | $30,358 | |||
Average Interest Rate | .65 | % | .93 | % | |
Daily Average for the Year: | |||||
Outstanding Balance | $26,762 | $30,743 | |||
Average Interest Rate | .79 | % | 1.33 | % | |
Maximum Outstanding at any Month End | $32,780 | $37,194 |
Securities sold under agreements to repurchase (repurchase agreements) generally have original maturities of less than one year. Repurchase agreements are treated as financings and the obligations to repurchase securities sold are reflected as liabilities. Securities involved with the agreements are recorded as assets of the Company and are primarily held in safekeeping by correspondent banks. Repurchase agreements are offered principally to certain large deposit customers as deposit equivalent investments.
The Company had overnight borrowings of $22,300,000 at December 31, 2003. There were no outstanding overnight borrowings at December 31, 2002.
The Company established a line of credit agreement with LaSalle Bank, Chicago, Illinois on June 30, 2003 at a variable interest rate chosen by the Company of either the LaSalle Bank's prime commercial borrowing rate, or LIBOR plus 2.25%. This agreement allows for a revolving line of credit up to an aggregate principal amount of $25,000,000. The collateral for this agreement consists of all outstanding capital stock of Firstbank - Alma, Firstbank (Mt. Pleasant) and Firstbank - West Branch. At December 31, 2003, there was no outstanding balance.
At December 31, 2002, the Company had an established line of credit agreement with Citizens Bank, Flint, Michigan at a variable interest rate 80 basis points below Citizens' prime commercial borrowing rate. This agreement allowed for a revolving line of credit up to an aggregate principal amount of $20,000,000. This agreement expired on July 1, 2003 and was not renewed.
Firstbank - Alma has notes payable with a total balance of $134,000 and $151,000 at December 31, 2003 and 2002. These notes mature on January 1, 2010 and were part of the consideration paid for a subsidiary, which has since been sold.
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NOTE L - FEDERAL HOME LOAN BANK ADVANCES
Long term borrowings have been secured from the Federal Home Loan Bank to fund the Company's loan growth. At year end, advances from the Federal Home Loan Bank were as follows:
(In Thousands of Dollars) | |||||
---|---|---|---|---|---|
2003 | 2002 | ||||
Maturities March 2004 through November 2022 at | |||||
fixed rates ranging from 1.67% to 7.3%, averaging 5.46% | $67,121 | $68,433 |
Each Federal Home Loan Bank advance is payable at its maturity date with a prepayment penalty. The advances were collateralized by $135,350,000 and $141,455,000 of first mortgage loans under a blanket lien arrangement at year end 2003 and 2002.
Maturities over the next five years are as follows:
(In Thousands of Dollars) | |||
---|---|---|---|
2004 | $ 2,500 | ||
2005 | 10,822 | ||
2006 | 0 | ||
2007 | 5,157 | ||
2008 | 2,372 | ||
2009 and after | 46,270 | ||
Total | $67,121 | ||
NOTE M BENEFIT PLANS
The 401(k) plan, a defined contribution plan, is an IRS qualified 401(k) salary deferral plan, under which employees can direct investment in Firstbank Corporation stock. Both employee and employer contributions may be made to the plan. Due to the March 2003 ESOP termination, at year end 2003, there were no ESOP shares outstanding. During March 2003, each participant was given various options to roll-over their ESOP balance to a qualified plan, including Firstbank Corporation 401(k), or take a distribution. At that time, participants that rolled their balance into the Firstbank Corporation 401(k) plan made new investment elections. At year end 2002, there were 195,972 ESOP shares outstanding with a market value of $4,919,000. The Companys 2003, 2002 and 2001 matching 401(k) contributions charged to expense were $407,000, $357,000 and $326,000, respectively. The percent of the Companys matching contribution to the 401(k) is determined annually by the Board of Directors.
The Board of Directors established the Firstbank Corporation Affiliate Deferred Compensation Plan (Plan). Directors of the holding company and each affiliate bank are eligible to participate in the Plan. In addition, key management of the holding company and affiliate banks as designated by the Board of Directors are eligible to participate. The plan is a nonqualified plan as defined by the Internal Revenue Code, and as such, all contributions are invested at the recommendation of the participant and are assets of the Company. The Company recognizes a corresponding liability to each participant. The plan allows Directors to defer their director fees and key management to defer a portion of their salaries into the Plan.
NOTE N STOCK OPTIONS
The Firstbank Corporation Stock Option Plans of 1993 and 1997 (Plans), as amended, provide for the grant of 342,068 and 512,945 shares of stock, respectively, in either restricted form or under option. Options may be either incentive stock options or nonqualified stock options. The Plan of 1993 terminated April 26, 2003. The 1997 Plan will terminate April 28, 2007. The Board, at its discretion, may terminate either or both Plans prior to the Plans termination dates.
Each option granted under the Plans may be exercised in whole or in part during such period as is specified in the option agreement governing that option. Options are issued with exercise prices equal to the stocks market value at date of issuance. The length of time available for a nonqualified stock option to be exercised is governed by each option agreement, but has not been more than ten years from the grant date.
48
Incentive stock options may not be exercised after ten years from the grant date. In November 2001, the Board of Directors changed the ten year vesting schedule to five years with 20% of the options granted vesting each year. The new schedule was retroactive to the 1993 options. To date, the accelerated vesting schedule had no impact on compensation expense or net income as reported. However, the accelerated vesting schedule did impact pro forma net income and earnings per share for 2003, 2002 and 2001 due to an increase in pro forma compensation expense for 2001.
The following is a summary of option transactions which occurred during 2001, 2002 and 2003:
Number of Shares | Weighted Average | ||||
---|---|---|---|---|---|
Outstanding - January 1, 2001 | 492,661 | $ 15 | .08 | ||
Granted | 52,557 | $ 15 | .65 | ||
Exercised | (12,174 | ) | $ 8 | .44 | |
Cancelled | (19.286 | ) | $ 18 | .04 | |
Outstanding - December 31, 2001 | 513,758 | $ 15 | .17 | ||
Granted | 53,637 | $ 22 | .22 | ||
Exercised | (41,304 | ) | $ 10 | .44 | |
Cancelled | (20,659 | ) | $ 20 | .47 | |
Outstanding - December 31, 2002 | 505,432 | $ 16 | .09 | ||
Granted | 56,647 | $ 30 | .30 | ||
Exercised | (128,919 | ) | $ 10 | .96 | |
Cancelled | (4,938 | ) | $ 19 | .55 | |
Outstanding - December 31, 2003 | 428,222 | $ 19 | .14 | ||
Available for Grant - December 31, 2003 | 118,460 | ||||
Available for Exercise - December 31, 2003 | 287,847 | $ 17 | .11 | ||
Available for Exercise - December 31, 2002 | 362,398 | $ 14 | .85 | ||
Available for Exercise - December 31, 2001 | 358,988 | $ 14 | .09 |
Range of Exercise Prices | Number | Outstanding Weighted Average Remaining Contractual Life |
Weighted Average Exercise Price | Exercisable Number |
Weighted Average Exercise Price | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
$ 6 - $ 9 | 73,358 | 3.2 | $ 7 | .92 | 73,358 | $ 7 | .92 | ||||||
$12 - $16 | 141,753 | 6.1 | $ 15 | .31 | 97,901 | $ 15 | .00 | ||||||
$17 - $23 | 87,708 | 7.7 | $ 20 | .41 | 47,411 | $ 19 | .47 | ||||||
$24 - $31 | 125,403 | 7.2 | $ 23 | .76 | 69,177 | $ 23 | .88 | ||||||
428,222 | 287,847 |
The fair value of options granted during 2003, 2002 and 2001 is estimated using the Black-Scholes model and the following weighted average information: risk free interest rate of 4.04%, 4.55%, and 4.52%; expected life of 7 years; expected volatility of stock price of 21.8%, 20.9%, and 19.7%, and expected dividends of 3% per year. The fair values of each option granted in 2003, 2002, and 2001 were $6.59, $3.67, and $3.18, respectively. The aggregate fair value of the options granted in 2003, 2002, and 2001 were $373,304, $196,670, and $167,000, respectively. For options outstanding at December 31, 2003, the range of exercise prices was $6.68 to $30.30 and the weighted average remaining contractual life was 6.3 years.
49
NOTE O RELATED PARTY TRANSACTIONS
Loans to principal officers, directors, and their affiliates in 2003 were as follows:
(In Thousands of Dollars) | |||
---|---|---|---|
Beginning balance | $ 34,608 | ||
New loans | 47,080 | ||
Effect of changes in related parties | (7,256 | ) | |
Repayments | (40,872 | ) | |
Ending balance | $ 33,560 |
Deposits from principal officers, directors, and their affiliates at year end 2003 and 2002 were $11,436,000 and $11,492,000, respectively.
NOTE P FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.
Financial instruments with off-balance sheet risk were as follows at year end:
(In Thousands of Dollars) | |||||||||
---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | ||||||||
Fixed Rate | Variable Rate | Fixed Rate | Variable Rate | ||||||
Commitments to make loans | $30,932 | $12,004 | $41,921 | $ 8,148 | |||||
(at market rates) | |||||||||
Unused lines of credit and letters of | |||||||||
credit | $15,413 | $81,373 | $13,784 | $65,158 |
Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments have interest rates ranging from 3.4% to 10.75% and maturities ranging from 15 years to 30 years.
NOTE Q - CONTINGENCIES
From time to time certain claims are made against the Company and its banking subsidiaries in the normal course of business. There were no outstanding claims considered by management to be material at December 31, 2003.
NOTE R - DIVIDEND LIMITATION OF SUBSIDIARIES
Capital guidelines adopted by Federal and State regulatory agencies and restrictions imposed by law limit the amount of cash dividends the banks can pay to the Company. At December 31, 2003, using the most restrictive of these conditions for each bank, the aggregate cash dividends that the banks can pay the Company without prior approval was $23,865,000. It is not the intent of management to have dividends paid in amounts which would reduce the capital of the banks to levels below those which are considered prudent by management and in accordance with guidelines of regulatory authorities.
50
NOTE S - STOCK REPURCHASE PROGRAM
On July 23, 2002, the Company announced a stock repurchase plan authorizing the repurchase of up to $10 million in Firstbank Corporation common stock. As of December 31, 2002, 122,710 shares had been repurchased at an average price of $24.05. During 2003, the Company had repurchased 168,100 shares of its stock at an average price of $31.49 under the 2002 authorization.
On November 25, 2003, the Company announced a repurchase plan that re-established the authorized limit for share repurchases, from that point forward, of up to $10 million of Firstbank Corporation common stock. As of December 31, 2003, the Company had repurchased 8,000 shares of its stock at an average price of $32.21 under the new authorization.
NOTE T - CAPITAL ADEQUACY
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
Actual and required capital amounts at year end (in Thousands of Dollars) and ratios are presented below:
Actual | Minimum Require For Capital Adequacy Purposes | Capitalized Under Prompt Corrective Action Provisions | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||
Total Capital to Risk Weighted Assets | |||||||||||||
Consolidated | $84,808 | 13 | .89% | $48,832 | 8 | .00% | $61,041 | 10 | .00% | ||||
Firstbank - Alma | 21,459 | 12 | .32 | 13,932 | 8 | .00 | 17,415 | 10 | .00 | ||||
Firstbank - Mt. Pleasant | 17,306 | 12 | .18 | 11,363 | 8 | .00 | 14,203 | 10 | .00 | ||||
Firstbank - West Branch | 18,591 | 12 | .03 | 12,365 | 8 | .00 | 15,456 | 10 | .00 | ||||
Firstbank - Lakeview | 11,585 | 12 | .53 | 7,396 | 8 | .00 | 9,244 | 10 | .00 | ||||
Firstbank - St. Johns | 4,810 | 11 | .60 | 3,317 | 8 | .00 | 4,146 | 10 | .00 | ||||
Tier 1 (Core) Capital to Risk Weighted Assets | |||||||||||||
Consolidated | $77,199 | 12 | .65% | $24,416 | 4 | .00% | $36,624 | 6 | .00% | ||||
Firstbank - Alma | 19,261 | 11 | .06 | 6,966 | 4 | .00 | 10,449 | 6 | .00 | ||||
Firstbank - Mt. Pleasant | 15,522 | 10 | .93 | 5,681 | 4 | .00 | 8,522 | 6 | .00 | ||||
Firstbank - West Branch | 16,648 | 10 | .77 | 6,182 | 4 | .00 | 9,273 | 6 | .00 | ||||
Firstbank - Lakeview | 10,422 | 11 | .27 | 3,698 | 4 | .00 | 5,547 | 6 | .00 | ||||
Firstbank - St. Johns | 4,289 | 10 | .34 | 1,658 | 4 | .00 | 2,488 | 6 | .00 | ||||
Tier 1 (Core) Capital to Average Assets | |||||||||||||
Consolidated | $77,199 | 10 | .11% | $30,529 | 4 | .00% | $38,161 | 5 | .00% | ||||
Firstbank - Alma | 19,261 | 8 | .00 | 9,631 | 4 | .00 | 12,038 | 5 | .00 | ||||
Firstbank - Mt. Pleasant | 15,522 | 9 | .51 | 6,530 | 4 | .00 | 8,163 | 5 | .00 | ||||
Firstbank - West Branch | 16,648 | 8 | .59 | 7,749 | 4 | .00 | 9,686 | 5 | .00 | ||||
Firstbank - Lakeview | 10,422 | 9 | .06 | 4,599 | 4 | .00 | 5,749 | 5 | .00 | ||||
Firstbank - St. Johns | 4,289 | 9 | .79 | 1,752 | 4 | .00 | 2,191 | 5 | .00 |
51
2002 Total Capital to Risk Weighted Assets |
|||||||||||||||
Consolidated | $76,113 | 13 | .16% | $46,279 | 8 | .00% | $57,848 | 10 | .00% | ||||||
Firstbank - Alma | 21,658 | 12 | .37 | 14,008 | 8 | .00 | 17,511 | 10 | .00 | ||||||
Firstbank - Mt. Pleasant | 15,192 | 12 | .30 | 9,882 | 8 | .00 | 12,352 | 10 | .00 | ||||||
Firstbank - West Branch | 17,741 | 12 | .38 | 11,465 | 8 | .00 | 14,331 | 10 | .00 | ||||||
Firstbank - Lakeview | 11,310 | 11 | .56 | 7,827 | 8 | .00 | 9,783 | 10 | .00 | ||||||
Firstbank - St. Johns | 4,388 | 13 | .48 | 2,605 | 8 | .00 | 3,256 | 10 | .00 | ||||||
Tier 1 (Core) Capital to Risk Weighted Assets | |||||||||||||||
Consolidated | $68,904 | 11 | .91% | $23,139 | 4 | .00% | $34,709 | 6 | .00% | ||||||
Firstbank - Alma | 19,448 | 11 | .11 | 7,004 | 4 | .00 | 10,560 | 6 | .00 | ||||||
Firstbank - Mt. Pleasant | 13,638 | 11 | .04 | 4,941 | 4 | .00 | 7,411 | 6 | .00 | ||||||
Firstbank - West Branch | 15,935 | 11 | .12 | 5,732 | 4 | .00 | 8,599 | 6 | .00 | ||||||
Firstbank - Lakeview | 10,081 | 10 | .30 | 3,913 | 4 | .00 | 5,870 | 6 | .00 | ||||||
Firstbank - St. Johns | 3,978 | 12 | .22 | 1,302 | 4 | .00 | 1,954 | 6 | .00 | ||||||
Tier 1 (Core) Capital to Average Assets | |||||||||||||||
Consolidated | $68,904 | 8 | .80% | $31,331 | 4 | .00% | $39,164 | 5 | .00% | ||||||
Firstbank - Alma | 19,448 | 7 | .40 | 10,510 | 4 | .00 | 13,138 | 5 | .00 | ||||||
Firstbank - Mt. Pleasant | 13,638 | 8 | .49 | 6,423 | 4 | .00 | 8,029 | 5 | .00 | ||||||
Firstbank - West Branch | 15,935 | 8 | .46 | 7,533 | 4 | .00 | 9,416 | 5 | .00 | ||||||
Firstbank - Lakeview | 10,081 | 8 | .30 | 4,857 | 4 | .00 | 6,071 | 5 | .00 | ||||||
Firstbank - St. Johns | 3,978 | 9 | .44 | 1,686 | 4 | .00 | 2,108 | 5 | .00 |
NOTE U FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as follows at year end:
(In Thousands of Dollars) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | ||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||
Financial Assets: Cash and cash equivalents |
$ 33,145 | $ 33,145 | $ 60,547 | $ 60,547 | |||||||||
Securities available for sale | 70,731 | 70,731 | 63,451 | 63,451 | |||||||||
Federal Home Loan Bank stock | 4,929 | 4,929 | 4,746 | 4,746 | |||||||||
Loans held for sale | 4,160 | 4,160 | 9,663 | 9,663 | |||||||||
Loans, net | 623,826 | 623,162 | 589,859 | 595,042 | |||||||||
Accrued interest receivable | 2,598 | 2,598 | 2,873 | 2,873 | |||||||||
Financial Liabilities: | |||||||||||||
Deposits | (567,554 | ) | (570,424 | ) | (576,909 | ) | (581,602 | ) | |||||
Securities sold under agreements to | |||||||||||||
repurchase and overnight borrowings | (47,069 | ) | (47,069 | ) | (30,358 | ) | (30,358 | ) | |||||
Federal Home Loan Bank advances | (67,121 | ) | (71,120 | ) | (68,433 | ) | (76,616 | ) | |||||
Notes payable | (134 | ) | (156 | ) | (151 | ) | (183 | ) | |||||
Accrued interest payable | (625 | ) | (625 | ) | (836 | ) | (836 | ) |
The methods and assumptions used to estimate fair value are described as follows:
Carrying amount is the estimated fair value for cash and cash equivalents, short term borrowings, Federal Home Loan Bank stock, accrued interest receivable and payable, demand deposits, short term debt, and variable rate loans or deposits that re-price frequently and fully. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent re-pricing or re-pricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values. Fair value of loans held for sale is based on market quotes. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is based on the current fees or cost that would be charged to enter into or terminate such arrangements. The fair value of off-balance sheet items was not material to the consolidated financial statements at December 31, 2003 and 2002.
52
NOTE V BASIC AND DILUTED EARNINGS PER SHARE
(In Thousands, Except per Share Data)
Year Ended December 31 | |||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2001 | |||||
Basic Earnings per Share Net income |
$12,056 | $11,826 | $9,122 | ||||
Weighted average common shares outstanding | 5,659 | 5,669 | 5,573 | ||||
Basic earnings per share | $ 2.13 | $ 2.09 | $ 1.64 | ||||
Diluted Earnings per Share | |||||||
Net income | $12,056 | $11,826 | $9,122 | ||||
Weighted average common shares outstanding | 5,659 | 5,669 | 5,573 | ||||
Add dilutive effects of assumed exercises of options | 152 | 131 | 82 | ||||
Weighted average common and dilutive potential | |||||||
Common shares outstanding | 5,811 | 5,800 | 5,655 | ||||
Diluted earnings per share | $ 2.07 | $ 2.04 | $ 1.61 | ||||
Stock options for 56,228, 138,599, and 283,897 shares of common stock were not considered in computing diluted earnings per share for 2003, 2002, and 2001 because they were anti-dilutive.
NOTE W FIRSTBANK
CORPORATION (PARENT COMPANY ONLY)CONDENSED
FINANCIAL INFORMATION (In Thousands of
Dollars)
CONDENSED BALANCE SHEETS
Years Ended December 31st
2003 | 2002 | ||||
---|---|---|---|---|---|
ASSETS Cash and cash equivalents |
$ 6,727 | $ 2,782 | |||
Commercial loans | 549 | 1,290 | |||
Investment in and advances to banking subsidiaries | 71,014 | 68,807 | |||
Other assets | 11,021 | 9,970 | |||
Total Assets | $89,311 | $82,849 | |||
LIABILITIES AND EQUITY | |||||
Accrued expenses and other liabilities | $ 3,567 | $ 2,668 | |||
Shareholders' equity | 85,744 | 80,181 | |||
Total Liabilities and Shareholders' Equity | $89,311 | $82,849 | |||
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Dividends from banking subsidiaries | $ 10,270 | $ 10,478 | $ 10,302 | ||||
Other income | 4,835 | 4,080 | 3,950 | ||||
Other expense | (6,239 | ) | (5,308 | ) | (5,785 | ) | |
Income before income tax and undistributed subsidiary income | 8,866 | 9,250 | 8,467 | ||||
Income tax benefit | 457 | 396 | 532 | ||||
Equity in undistributed subsidiary income | 2,733 | 2,180 | 123 | ||||
Net income | 12,056 | 11,826 | 9,122 | ||||
Change in unrealized gain (loss) on securities, net of tax and | |||||||
classification effects | (526 | ) | 426 | 698 | |||
Comprehensive income | $ 11,530 | $ 12,252 | $ 9,820 | ||||
53
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31 | 2003 | 2002 | 2001 | ||||
---|---|---|---|---|---|---|---|
Cash flows from operating activities Net income |
$ 12,056 | $ 11,826 | $ 9,122 | ||||
Adjustments: | |||||||
Equity in undistributed subsidiary income | (2,733 | ) | (2,180 | ) | (122 | ) | |
Change in other assets | (1,050 | ) | (335 | ) | (1,687 | ) | |
Change in other liabilities | 899 | (450 | ) | 409 | |||
Net cash from operating activities | 9,172 | 8,861 | 7,722 | ||||
Cash flows from investing activities | |||||||
Proceeds from sale of securities available for sale | 0 | 0 | 26 | ||||
Net decrease (increase) in commercial loans | 741 | 10 | (1,300 | ) | |||
Net cash from investing activities | 741 | 10 | (1,274 | ) | |||
Cash flows from financing activities | |||||||
Proceeds from issuance of long-term debt | 0 | 0 | 1,400 | ||||
Payments of long-term debt | 0 | (2,700 | ) | (5,400 | ) | ||
Proceeds from stock issuance | 3,838 | 2,323 | 1,845 | ||||
Purchase of common stock | (5,551 | ) | (2,963 | ) | (24 | ) | |
Dividends paid and cash paid in lieu of fractional shares | |||||||
on stock dividend | (4,255 | ) | (3,857 | ) | (3,419 | ) | |
Net cash from financing activities | (5,968 | ) | (7,197 | ) | (5,598 | ) | |
Net change in cash and cash equivalents | 3,945 | 1,674 | 850 | ||||
Beginning cash and cash equivalents | 2,782 | 1,108 | 258 | ||||
Ending cash and cash equivalents | $ 6,727 | $ 2,782 | $ 1,108 | ||||
NOTE X OTHER COMPREHENSIVE INCOME
Other comprehensive income components and related taxes were as follows (In Thousands of Dollars):
2003 | 2002 | 2001 | |||||
---|---|---|---|---|---|---|---|
Change in unrealized holding gains and losses on available for sale securities | ($ 419 | ) | $ 674 | $ 1,102 | |||
Less reclassification adjustments for gains and losses later recognized in income | 390 | 17 | 28 | ||||
Net unrealized gains and losses | (809 | ) | 657 | 1,074 | |||
Tax effect | 283 | (231 | ) | (376 | ) | ||
Other comprehensive income (loss) | $(526 | ) | $ 426 | $ 698 | |||
NOTE Y QUARTERLY FINANCIAL DATA (UNAUDITED)
2003 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
1st Quarter |
2nd Quarter |
3rd Quarter |
4th Quarter |
Year | |||||||
Interest income | $11,445 | $11,162 | $10,878 | $10,744 | $44,229 | ||||||
Net interest income | 7,956 | 7,885 | 7,858 | 7,932 | 31,631 | ||||||
Income before federal income taxes | 4,955 | 5,064 | 4,306 | 3,739 | 18,064 | ||||||
Net income | 3,295 | 3,373 | 2,875 | 2,513 | 12,056 | ||||||
Basic earnings per share | 0.58 | 0.59 | 0.51 | 0.45 | 2.13 | ||||||
Diluted earnings per share | 0.56 | 0.57 | 0.50 | 0.44 | 2.07 | ||||||
2002 | |||||||||||
1st Quarter |
2nd Quarter |
3rd Quarter |
4th Quarter |
Year | |||||||
Interest income | $12,497 | $12,231 | $12,375 | $12,145 | $49,248 | ||||||
Net interest income | 8,121 | 8,183 | 8,365 | 8,318 | 32,987 | ||||||
Income before federal income taxes | 4,038 | 4,131 | 4,661 | 4,883 | 17,713 | ||||||
Net income | 2,697 | 2,787 | 3,110 | 3,232 | 11,826 | ||||||
Basic earnings per share | 0.48 | 0.50 | 0.54 | 0.57 | 2.09 | ||||||
Diluted earnings per share | 0.47 | 0.48 | 0.53 | 0.56 | 2.04 |
All per share amounts have been adjusted for stock dividends and stock splits. The first, second and third quarters of 2002 net income amounts were restated at the end of 2002 for the impact of adopting SFAS 147 on October 1, 2002.
54
FIRSTBANK CORPORATION
BOARD OF DIRECTORS
William E. Goggin, Chairman Chairman, Firstbank - Alma Officer Attorney, Goggin & Baker Duane A. Carr Chief Financial Attorney, Miel and Carr Treasurer Edward B. Grant, Ph.D., CPA Chairman, Firstbank (Mt. Pleasant) General Manager, Public Broadcasting, Central Michigan University Phillip G. Peasley Operations Manager, Peasley's Hardward & Furniture, Inc. (Retail) David D. Roslund, CPA Administrator, Wilcox Health Care Center (Long-Term Care Facility) Small Business Investor and Manager Jeffrey C. Schubert, D.D.S. Dentist Samuel A. Smith Owner, Smith Family Funeral Homes, Inc. Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation President & Chief Executive Officer, Firstbank (Mt. Pleasant) |
OFFICERS Thomas R. Sullivan President & Chief Executive Officer Samuel G. Stone Executive Vice President, Chief Financial Officer, Secretary & Treasurer William L. Benear Vice President David L. Miller Vice President Dale A. Peters Vice President James M. Taylor Vice President James E. Wheeler, II Vice President NON-BANK SUBSIDIARY Gladwin Land Company |
||
FIRSTBANK CORPORATION 311 Woodworth Avenue P. O. Box 1029 Alma, Michigan 48801 |
FIRSTBANK CORPORATION OPERATIONS CENTER 308 Woodworth Avenue Alma, Michigan 48801 (989) 463-3131 |
55
FIRSTBANK ALMA
BOARD OF DIRECTORS William E. Goggin, Chairman Chairman, Firstbank Corporation Officer Attorney, Goggin & Baker Martha A. Bamfield, D.D.S. Dentist, Nester & Bamfield, DDS, PC Edward J. DeGroat, CCIM Commercial Real Estate Operator Paul C. Lux Owner, Lux Funeral Homes, Inc. Donald L. Pavlik Superintendent, Alma Public Schools Phillip G. Peasley Operations Manager, Peasley's Hardware & Furniture, Inc. David D. Roslund, CPA Administrator, Wilcox Health Care Center Small Business Investor and Manager Victor V. Rozas, MD Physician Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation President & Chief Executive Officer, Firstbank (Mt. Pleasant) Saundra J. Tracy, Ph.D. President, Alma College James E. Wheeler, II President & Chief Executive Officer, Firstbank - Alma Vice President, Firstbank Corporation Company |
OFFICERS James E. Wheeler, II President & Chief Executive Officer Richard A. Barratt Executive Vice President Gregory A. Daniels Vice President Marita A. Harkness Vice President Gerald E. Kench Vice President Timothy M. Lowe Vice President Joan S. Welke Vice President Pamela K. Winters Vice President SUBSIDIARY Firstbank - Alma Mortgage |
||
OFFICE LOCATIONS | |||||||
---|---|---|---|---|---|---|---|
Alma 7455 N. Alger Road (989) 463-3134 230 Woodworth Ave. (989) 463-3137 311 Woodworth Ave. (989) 463-3131 |
Ashley 114 S. Sterling St. (989) 847-2394 Merrill 125 W. Saginaw St. (989) 643-7253 Riverdale/Vestaburg 9002 W. Howard City-Edmore Rd. (989) 268-5445 |
Auburn 4710 S. Garfield Rd. (989) 662-4459 St. Charles 102 Pine St. (989) 865-9918 |
Ithaca 219 E. Center St. (989) 875-4107 St. Louis 135 W. Washington Ave. (989) 681-5758 |
56
FIRSTBANK (MT. PLEASANT)
BOARD OF DIRECTORS Edward B. Grant, Ph.D., CPA, Chairman General Manager, Public Broadcasting, Central Michigan University Officer Steve K. Anderson John Buckley President & CEO, Cadillac Tire Center, Cadillac Cadillac President & CEO, Upper Lakes Tire, Gaylord Jack D. Benson Management Consultant Formerly - President, Old Kent Bank of Cadillac Ralph M. Berry Owner, Berry Funeral Home Kenneth C. Bovee, CPM Partner, Keystone Property Management, Inc. Glen D. Blystone, CPA Blystone & Bailey, CPA's, PC Sibyl M. Ellis President, Someplace Special, Inc. Robert E. List, CPA Shareholder, Weinlander Fitzhugh, CPA's Manager, Clare and Gladwin Offices William M. McClintic Attorney, W.M. McClintic, PC J. Regan O'Neill President and Co-Founder, Network Reporting Corporation President and Co-Founder, NetMed Transcription Services, LLC Phillip R. Seybert President, P.S. Equities, Inc. Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation President & Chief Executive Officer, Firstbank (Mt. Pleasant) Arlene A. Yost Secretary and Treasurer, Jay's Sporting Goods, Inc. Mortgage Company |
OFFICERS Thomas R. Sullivan President & Chief Executive Officer John Buckley Community Bank President - Cadillac Douglas J. Ouellette Senior Vice President Mark B. Perry Senior Vice President Robert L. Wheeler Senior Vice President Cheryl Gaudard Vice President Daniel J. Timmins Vice President Roger L. Trudell Vice President SUBSIDIARY Firstbank - Mt. Pleasant Mortgage Company |
OFFICE LOCATIONS
Mt. Pleasant 102 S. Main St. (989) 773-2600 4699 Pickard St. (989) 773-2335 2013 S. Mission St. (989) 773-3959 1925 E. Remus Rd. (989) 775-8528 |
Clare 806 N. McEwan Ave. (989) 386-7313 Cadillac 114 W. Pine St. (231) 775-9000 |
Shepherd 258 W. Wright Ave. (989) 828-6625 |
Winn 2783 Blanchard Rd. (989) 866-2210 |
57
FIRSTBANK WEST BRANCH
BOARD OF DIRECTORS
Joseph M. Clark, Chairman Owner, Morse Clark Furniture Officer Bryon A. Bernard Daniel H. Grenier CEO, Bernard Building Center David W. Fultz Owner, Fultz Insurance Agency Owner, Kirtland Insurance Agency Robert T. Griffin Owner and President, Griffin Beverage Company Northern Beverage Co. and West Branch Tank & Trailer Charles A. Hanes President, C. A. Hanes, Inc. Christine R. Juarez Attorney, Juarez and Juarez, PLLC Norman J. Miller Owner, Miller Farms and Miller Dairy Equipment and Feed Dale A. Peters President & Chief Executive Officer, Firstbank - West Branch Vice President, Firstbank Corporation Jeffrey C. Schubert, D.D.S. Dentist Camila J. Steckling, CPA Weinlander Fitzhugh, CPA's Certified Public Accountants & Consultants Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation President & Chief Executive Officer, Firstbank (Mt. Pleasant) Mark D. Weber, MD Orthopedic Surgeon |
OFFICERS Dale A. Peters President & Chief Executive Officer Daniel H. Grenier Executive Vice President Michael F. Ehinger Vice President Danny J. Gallagher Vice President Eileen S. McGregor Vice President Larry M. Schneider Vice President Mark D. Wait Vice President Marie A. Wilkins Vice President SUBSIDIARIES 1ST Armored, Incorporated 1st Title, Incorporated C.A. Hanes Realty, Incorporated Firstbank - West Branch Mortgage Company |
OFFICE LOCATIONS
\58
FIRSTBANK LAKEVIEW
BOARD OF DIRECTORS Chalmer Gale Hixson, Chairman Owner, Country Corner Supermarket Owner, A Flair for Hair Owner, Harry Chalmers, Inc. Owner, Powderhorn Ranch William L. Benear President & Chief Executive Officer, Firstbank - Lakeview Vice President, Firstbank Corporation Duane A. Carr Attorney, Miel and Carr V. Dean Floria Sheridan Township Supervisor Gerald L. Nielsen Owner, Nielsen's TV & Appliance Kenneth A. Rader Owner, Ken Rader Farms Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation President & Chief Executive Office, Firstbank (Mt. Pleasant) |
OFFICERS William L. Benear President & Chief Executive Officer Kim D. vonKronenberger Senior Vice President SUBSIDIARY Firstbank - Lakeview Mortgage Company |
OFFICE LOCATION
Lakeview 506 Lincoln Ave. (989) 352-7271 9531 N. Greenville Rd. (989) 352-8180 |
Canadian Lakes 10049 Buchanan Rd. Stanwood, MI (231) 972-4200 Remus 201 W. Wheatland Ave. (989) 967-3602 |
Howard City 20020 Howard City-Edmore Rd. (231) 937-4383 Morley 101 E. 4th St. (231) 856-7652 |
59
FIRSTBANK - ST. JOHNS
BOARD OF DIRECTORS John M. Sirrine, Chairman Owner, John M. Sirrine & Associates, Inc., Accountants Ann M. Flermoen, D.D.S. Dentist William G. Jackson Attorney, William G. Jackson, PC Frank Pauli President, St. Johns Ford-Mercury, Inc. Sara Clark-Pierson Attorney, Certified Public Accountant, Clark Family Enterprises Donald A. Rademacher Owner, RSI Home Improvement, Inc. Samuel A. Smith Owner, Smith Funeral Homes, Inc. Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation President & Chief Executive Officer, Firstbank (Mt. Pleasant) James M. Taylor President & Chief Executive Officer, Firstbank - St. Johns Vice President, Firstbank Corporation |
OFFICERS James M. Taylor President & Chief Executive Officer Craig A. Bishop Vice President Lawrence Kruger Vice President Peggy Underwood Vice President SUBSIDIARY Firstbank - St. Johns Mortgage Company |
OFFICE LOCATIONS
St. Johns
201 N. Clinton Ave.
(989) 227-8383
1501 Glastonbury Dr.
(989)227-6995
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BUSINESS OF THE COMPANY
Firstbank Corporation (the Company) is a bank holding company. As of December 31, 2003, the Companys subsidiaries are Firstbank Alma; Firstbank (Mt. Pleasant); Firstbank West Branch; Firstbank Lakeview; Firstbank St. Johns; 1st Armored, Incorporated; Gladwin Land Company; 1st Title, Incorporated;, and C.A. Hanes Realty, Incorporated. As of December 31, 2003, the Company and its subsidiaries employed 390 people on a full-time equivalent basis.
The Company is in the business of banking. Each subsidiary bank of the Company is a full service community bank. The subsidiary banks offer all customary banking services, including the acceptance of checking, savings and time deposits and the making of commercial, agricultural, real estate, personal, home improvement, automobile and other installment and consumer loans. Trust services are offered to customers through Citizens Bank Wealth Management in the Firstbank Alma main office. Deposits of each of the banks are insured by the Federal Deposit Insurance Corporation.
The banks obtain most of their deposits and loans from residents and businesses in Bay, Clare, Gratiot, Iosco, Isabella, Mecosta, Midland, Montcalm, Ogemaw, Oscoda, Roscommon, Saginaw, and parts of Clinton and Wexford counties. Firstbank Alma has its main office and one branch in Alma, Michigan, and one branch located in each of the following areas: Ashley, Auburn, Ithaca, Merrill, Pine River Township (near Alma), St. Charles, St. Louis, and Vestaburg, Michigan. Firstbank (Mt. Pleasant) has its main office in Mt. Pleasant, Michigan, two branches located in Union Township (near Mt. Pleasant), and one branch located in each of the following areas: Cadillac, Clare, Mt. Pleasant, Shepherd, and Winn, Michigan. Firstbank West Branch has its main office in West Branch, Michigan, and one branch located in each of the following areas: Fairview, Hale, Higgins Lake, Rose City, St. Helen, and West Branch Township (near West Branch), Michigan. Firstbank Lakeview has its main office and one branch in Lakeview, Michigan, and one branch located in each of the following areas: Canadian Lakes, Howard City, Morley, and Remus, Michigan. Firstbank St. Johns has its main office and one branch located in St. Johns, Michigan. The banks have no material foreign assets or income.
The principal sources of revenues for the Company and its subsidiaries are interest and fees on loans and non-interest revenue resulting from banking and non-bank subsidiary activity. On a consolidated basis, interest and fees on loans accounted for approximately 68% of total revenues in 2003, 74% in 2002, and 78% in 2001. Non-interest revenue accounted for approximately 27% of total revenue in 2003, 20% in 2002, and 15% in 2001. Interest on securities accounted for approximately 5% of total revenue in 2003, 5% in 2002, and 6% in 2001.
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CORPORATE INFORMATION
Annual Meeting: The annual meeting of shareholders will be held on Monday, April 26, 2004, 4:30 p.m., Heritage Center, Alma College, Alma, Michigan. Independent Auditors: Crowe Chizek and Company LLC Grand Rapids, Michigan General Counsel: Varnum Riddering Schmidt & Howlett, LLP Grand Rapids, Michigan |
Stock Information: Organizations making a market in Firstbank Corporation Common Stock include: Archipelago, LLC BrokerageAmerica, LLC B-Trade Services, LLC Goldman, Sachs & Company Howe Barnes Investments, Inc. Keefe, Bruyette & Woods, Inc. Knight Equity Markets, L.P. Merrill Lynch, Pierce, Fenner Morgan Stanley & Company., Inc. Oppenheimes & Company., Inc. Raymond James Financial Services, Inc. RBC Dain Rauscher, Inc. Robert W. Baird & Company, Inc. Sandler O'Neill & Partners Schwab Capital Markets Stifel, Nicolaus & Company, Inc. Susquehanna Capital Group THE BRUT ECN, LLC Trident Securities, Inc. UBS Securities, LLC For research information and/or investment recommendations, contact: Fahnestock & Company, Inc. (800) 863-5434 Howe Barnes Investments, Inc. (800) 800-4693 Stifel, Nicolaus & Company, Inc. (314) 342-2000 Registrar and Transfer Company is Firstbank Corporations Transfer Agent. You may contact the Investor Relations Department at: (800) 368-5948 |
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EXHIBIT 14
CODE OF ETHICS
FIRSTBANK CORPORATION
CODE OF ETHICS FOR CHIEF
EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
In my role as the Chief Executive Officer or as a Senior Financial Officer of Firstbank Corporation (the Company), I certify to the Company and the Audit Committee of the Board of Directors of the Company, that I will adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct to the best of my knowledge and ability:
1. I will act with honesty and integrity, avoiding actual or apparent conflicts of interest in all personal and professional relationships.
2. I will provide information that is accurate, complete, objective, relevant, timely and understandable.
3. I will comply with the rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies.
4. I will act in good faith, responsibly, and with due care. I will not misrepresent material facts or allow my independent judgment to be subordinated or otherwise compromised.
5. I will respect and maintain the confidentiality of information reviewed or acquired in carrying out my duties except when authorized or otherwise legally obligated to disclose.
6. I will share knowledge and maintain skills important and relevant to the needs of the Company.
7. I will proactively practice and promote ethical behavior as a professional in my role with the Company.
8. I will comply with and adhere to all of the Companys policies and practices, including those policies governing accounting and financial reporting practices and corporate governance.
9. I will promptly disclose to an appropriate person or persons any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest and/or violations of this Code.
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EXHIBIT 21
FIRSTBANK CORPORATION SUBSIDIARIES
NAME | STATE OF INCORPORATION | OWNERSHIP | |||
---|---|---|---|---|---|
Firstbank - Alma | Michigan | 100 | % | ||
Firstbank (Mt. Pleasant) | Michigan | 100 | % | ||
Firstbank - West Branch | Michigan | 100 | % | ||
Firstbank - Lakeview | Michigan | 100 | % | ||
Firstbank - St. Johns | Michigan | 100 | % | ||
Gladwin Land Company | Michigan | 100 | % | ||
1st Armored, Inc. | Michigan | 100 | % by Firstbank - West Branch | ||
1st Title, Inc. | Michigan | 100 | % by Firstbank - West Branch | ||
C.A. Hanes Realty, Inc. | Michigan | 55 | % by Firstbank - West Branch | ||
Firstbank - Alma Mortgage Company | Michigan | 100 | % by Firstbank - Alma | ||
Firstbank (Mt. Pleasant) Mortgage Company | Michigan | 100 | % by Firstbank (Mt. Pleasant) | ||
Firstbank - West Branch Mortgage Company | Michigan | 100 | % by Firstbank - West Branch | ||
Firstbank - Lakeview Mortgage Company | Michigan | 100 | % by Firstbank - Lakeview | ||
Firstbank - St. Johns Mortgage Company | Michigan | 100 | % by Firstbank - St. Johns |
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements of Firstbank Corporation on Form S-8 (File Nos. 333-97011, 333-60190, 333-95427, 333-53957) and Form S-3 (File Nos. 333-84286, 333-15131) of our report dated January 29, 2004, on the 2003 Consolidated Financial Statements of Firstbank Corporation, which report is included in the 2003 Annual Report on Form 10-K of Firstbank Corporation.
/s/ Crowe Chizek and Company LLC CROWE CHIZEK AND COMPANY LLC |
Grand
Rapids, Michigan
March 12, 2004
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EXHIBIT 31.1
CERTIFICATIONS
I, Thomas R. Sullivan, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Firstbank Corporation. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 15, 2004 | /s/ Thomas R. Sullivan Thomas R. Sullivan Chief Executive Officer |
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EXHIBIT 31.2
CERTIFICATIONS
I, Samuel G. Stone, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Firstbank Corporation. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 15, 2004 | /s/ Samuel G. Stone Samuel G. Stone Chief Financial Officer |
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Exhibit 32.1
Each of Thomas R. Sullivan, Chief Executive Officer, and Samuel G. Stone, Chief Financial Officer, of Firstbank Corporation., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
the information contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, fairly presents, in all material respects, the financial condition and results of operations of Firstbank Corporation.
Dated: March 15, 2004 | /s/ Thomas R. Sullivan Thomas R. Sullivan Chief Executive Officer /s/ Samuel S. Stone Samuel G. Stone Chief Financial Officer |
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EXHIBIT 99
Firstbank Corporation
401(k) Plan
Performance Table*
FUND | VALUE AS OF 12/31/1999 |
VALUE AS OF 12/31/2000 |
VALUE AS OF 12/31/2001 |
VALUE AS OF 12/31/2002 |
VALUE AS OF 12/31/2003 | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|
ABN AMRO Income Plus Fund | 5.80 | % | 5.84 | % | 5.72 | % | 5.30 | % | 4.38 | % | |
$1,058.00 | $1,120.00 | $1,184.00 | $1,247.00 | 1,301.00 | |||||||
PIMCO Total Return (A) | -0.76% | 11.56 | % | 8.99 | % | 9.69 | % | 5.08 | % | ||
$ 992.00 | $1,107.00 | $1,207.00 | $1,324.00 | 1,391.00 | |||||||
ABN AMRO/Chicago Capital Balanced | 12.89 | % | 5.47 | % | -6.14% | -10.04% | 15.78 | % | |||
Fund | $1,129.00 | $1,191.00 | $1,118.00 | $1,005.00 | 1,164.00 | ||||||
ABN AMRO S&P 500 Index Fund | 21.17 | % | -8.94% | -11.93% | -22.03% | 28.33 | % | ||||
$1,212.00 | $1,103.00 | $ 972.00 | $ 758.00 | 972.00 | |||||||
Washington Mutual Investors Fund | 1.16 | % | 9.06 | % | 1.51 | % | -14.85% | 25.83 | % | ||
$1,012.00 | $1,103.00 | $1,120.00 | $ 954.00 | 1,200.00 | |||||||
SSR Aurora Fund (A) | 33.55 | % | 37.02 | % | 15.83 | % | -19.79% | 49.73 | % | ||
$1,336.00 | $1,830.00 | $2,120.00 | $1,700.00 | 2,546.00 | |||||||
ABN AMRO Chicago Capital Growth Fund | 23.30 | % | 2.10 | % | -13.13% | -19.37% | 21.58 | % | |||
$1,233.00 | $1,259.00 | $1,094.00 | $ 882.00 | 1,072.00 | |||||||
ABN AMRO/Veredus Aggressive Growth Fund | 112.57 | % | -30.18% | -13.16% | -43.91% | 44.48 | % | ||||
$2,126.00 | $1,484.00 | $1,289.00 | $ 723.00 | 1,044.00 | |||||||
EuroPacific Growth Fund | 56.97 | % | -17.84% | -12.17% | -13.61% | 41.41 | % | ||||
$1,570.00 | $1,290.00 | $1,133.00 | $ 979.00 | 1,384.00 | |||||||
Firstbank Stock Fund | -14.59% | 7.88 | % | 9.18 | % | 42.07 | % | 33.67 | % | ||
$ 854.00 | $ 921.00 | $1,006.00 | $1,429.00 | 1,910.00 |
*All assume an initial investment on 1/01/99 of $1,000.00.
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