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

FORM 10-Q

For the quarterly period ended MARCH 31, 2004

or

For the transition period from ___________ to _______________.

Commission file number: 000-14209

FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (989) 463-3131

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15 (d) of the Securities 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 filing requirements for the past 90 days. [X] Yes [__] No

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [__] No

        Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

        Common stock . . . 5,589,389 shares outstanding as of March 31, 2004.

INDEX

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Item 1: Financial Statements (UNAUDITED)

FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
(Dollars in thousands)
UNAUDITED

See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
MARCH 31, 2004 AND 2003
(Dollars in thousands except per share data)
UNAUDITED

See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED
MARCH 31, 2004 AND 2003
(Dollars in thousands)
UNAUDITED

See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
UNAUDITED

NOTE A — FINANCIAL STATEMENTS

The accompanying unaudited financial information presented is for Firstbank Corporation (“Corporation”) and its wholly owned subsidiaries: Firstbank — Alma, Firstbank (Mt. Pleasant), Firstbank — West Branch (including its wholly owned subsidiaries; 1^st Armored, Inc., 1^st Title, Inc., and its majority holding in C.A. Hanes Realty, Inc.), Firstbank — Lakeview, Firstbank — St. Johns (collectively the “Banks”) and Gladwin Land Company, Inc. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The balance sheet at December 31, 2003, has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation’s annual report on Form 10-K for the year ended December 31, 2003.

Stock Compensation

Employment 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.

NOTE B- SECURITIES

Individual securities held in the security portfolio are classified as securities available for sale. Securities might be sold prior to maturity due to changes in interest rates, prepayment risks, yield, availability of alternate 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 is reported, net of related income tax effects, as a separate component of shareholders’ equity until realized.

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NOTE C — LOAN COMMITMENTS

Loan commitments (including unused lines of credit and letters of credit) are made to accommodate the financial needs of the Banks’ customers. The commitments have credit risk essentially the same as that involved in extending loans to customers and are subject to the Corporation’s normal credit policies and collateral requirements. Loan commitments, which are predominately at variable rates, were approximately $163 million and $140 million at March 31, 2004 and December 31, 2003 respectively.

NOTE D — NONPERFORMING LOANS AND ASSETS

Nonperforming Loans and Assets

The following table summarizes nonaccrual and past due loans at the dates indicated:

Analysis of the Allowance for Loan Losses

*All loan ratios exclude loans held for sale
^Annualized

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NOTE E – BASIC AND DILUTED EARNINGS PER SHARE

Stock options for 56,228 shares were not considered in computing diluted earnings per share for the three month period of 2004 because they were antidilutive. There were no antidilutive stock option shares at March 31, 2003.

NOTE F — INTANGIBLE AMORTIZATION

Acquired Intangible Assets

Acquired intangible assets were as follows:

Estimated amortization expense for the remaining nine months of 2004, and full year for each of the next four years is as follows:

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The consolidated financial information presented is for Firstbank Corporation (“Corporation”) and its wholly owned subsidiaries; Firstbank — Alma, Firstbank (Mt. Pleasant), Firstbank — West Branch (including its wholly owned subsidiaries; 1^st Armored, Inc., 1^st Title, Inc. and its majority holding in C.A. Hanes Realty, Inc.), Firstbank — Lakeview, Firstbank — St. Johns (collectively the “Banks”) and Gladwin Land Company, Inc.

Financial Condition

Total assets showed little change during the first three months of 2004 decreasing $4.5 million, or 0.6%, when compared to December 31, 2003. Cash and cash equivalents increased $292,000, or less than 1%, and securities available for sale decreased $6.6 million, or 9.3%. This decrease in liquid assets resulted primarily from a lower level of securities sold under agreements to repurchase and overnight borrowings, which were $19.7 million, or 41.8% lower at March 31, 2004 compared with December 31, 2003. Partially offsetting the lower short term funding was an increase of $9.1 million in deposits.

Total gross loans increased $1.8 million, or 0.3%, during the first quarter of 2004. Average total loans increased 4.5% in the first quarter of 2004 compared with the fourth quarter of 2003. Residential mortgages were $7.4 million, or 3.6% higher, mainly due to new loans which were retained for the loan portfolio because of their specific rate and collateral characteristics. Real estate construction loans decreased $2.4 million, or 4.4%, due to seasonal and economic factors. Consumer and credit card loans to individuals decreased by $2.0 million, or 3.4%. Commercial and commercial real estate loans were marginally higher, increasing $336,000, from December 31, 2003, although they were $25.5 million, or 8.8% above the year-ago level.

Net charge-offs of loans were $142,000 in the first quarter of 2004 compared to $55,000 in the first quarter of 2003. The ratio of net charge-offs of loans (annualized) to average loans was 0.09% in the first quarter of 2004 compared to 0.04% in the first quarter of 2003. Both levels are considered favorable by industry standards. During the first quarter of 2004, one of Firstbank Corporation’s affiliate banks received a partial payoff of a classified loan, for which the allowance for loan losses included a specific reserve. Since the specific reserve for this loan then exceeded the remaining unpaid portion of the loan, and the allowance was otherwise at an appropriate level for the balance of the loan portfolio, the bank reversed $271,000 of reserve related to the loan. This reversal resulted in negative provision for loan losses in the first quarter of 2004 of $191,000 compared with positive provision expense of $210,000 for the first three months of 2003. At March 31, 2004, the allowance as a percentage of outstanding loans was 1.77% compared with 1.83% at year end 2003. Management continues to maintain the allowance for loan losses at a level considered appropriate to absorb losses in the portfolio. 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.

Total deposits increased $9.1 million, or 1.6%, from December 31, 2003 to March 31, 2004. Increases of $8.1 million, or 4.5%, in interest bearing demand deposits, $4.5 million, or 4.7%, in savings deposits, and $7.6 million, or 4.1% in time deposits were partially offset by seasonal decreases of $11.2 million, or 10.9%, in non-interest bearing account balances. For the three month period ended March 31, 2004, securities sold under agreements to repurchase and overnight borrowings decreased $19.7 million, or 41.8%, due to normal fluctuations in customer cash flows and less reliance on overnight borrowing. FHLB advances and notes payable increased $5.5 million as $7.0 million of new advances were drawn and $1.5 million were repaid during the quarter.

Total shareholders’ equity decreased $506,000, or 0.6%, during the first three months of 2004. Net income of $2,681,000 and stock issuances of $835,000 increased shareholders’ equity, while stock repurchases of $2,891,000 and dividends of $1,119,000 decreased shareholders’ equity. Stock issuance was primarily related to dividend reinvestment and exercise of stock options. Book value was $15.22 per share at March 31, 2004, up from $15.20 at December 31, 2003.

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The following table discloses compliance with current regulatory capital requirements on a consolidated basis:

(Dollars in Thousands)

Results of Operations

For the first quarter of 2004, net income was $2,681,000, basic earnings per share were $0.48, and diluted earnings per share were $0.47, compared to $3,295,000, $0.58, and $0.57 for the first quarter of 2003. The lower earnings level in this year’s first quarter was mainly a result of a sharp decrease in re-finance activity for residential mortgage loans. Gains on the sale of mortgages were down $1,586,000, or 66.9% from a year earlier.

Average earning assets increased $9.4 million, or 1.3%, from the first quarter of 2003 to the same period of 2004. The yield on earning assets decreased 49 basis points, to 6.06%, for the quarter ended March 31, 2004, compared to 6.55% for the quarter ended March 31, 2003. The cost of funding related liabilities decreased 42 basis points when comparing the three month periods ended March 31st, from 1.97% in 2003, to 1.55% in 2004. Since the decrease in yield on earning assets was greater than the decrease in the cost of funds relative to earning assets, the net interest margin declined by six basis points, from 4.57% in 2003 to 4.51% in 2004. Net interest income was basically unchanged, at $8.0 million in the first three months of 2004 compared to the same period in 2003.

The provision for loan losses decreased $401,000, or 191%, when the first quarter of 2004 is compared to the first quarter of 2003. The provision for loan losses was reduced by $271,000 in the first quarter because of the partial payoff of a large classified loan, discussed previously. Management has developed 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 growth rates, 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 are not considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Net charge-offs for the first three months of 2004 increased by $87,000 to $142,000, when compared to $55,000 in the same period of 2003. Management believes that the analysis described above provides a consistent basis for the current provision levels.

Total non-interest income decreased $1,724,000, or 42.2%, when the first three months of 2004 are compared to the same period in 2003. The heavy mortgage refinance activity that occurred in the first quarter of 2003 resulted in an unsustainably high level of mortgage gains. The first three months of 2004 saw much lower re-finance activity, producing mortgage gains of $784,000, a drop of $1,586,000, or 66.9%, compared with the same period in 2003. Service charges on deposit accounts for the three month period ended March 31, 2004 were $44,000, or 7.3%, higher than the same period of 2003. Miscellaneous non-interest income decreased by $420,000, or 30.6%, when the first quarter of 2004 is compared to the same period of 2003. Lower revenue among the real estate mortgage related non-bank subsidiaries (1^st Title, Inc. and Gladwin Land, Inc.) accounted for $225,000 of the decrease. These businesses were negatively affected by the slower mortgage re-finance environment. Other items contributing to the decrease in miscellaneous non-interest income were: gains on the sale of Other Real Estate Owned, which were $95,000 lower in 2004; and the sale of certain brokerage customer lists in 2003 for a gain of $67,000.

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Certain other categories of non-interest income increased, most notably mortgage servicing income, which rose from a negative $265,000, for the first quarter of 2003 to a negative $20,000 in the same period of 2004. The larger negative amounts in last year’s first quarter were due to the impact of re-finances and other pre-payments, which require the remaining mortgage servicing rights on a prepaid or re-financed mortgage to be written off against mortgage servicing income. At the same time, new mortgage servicing rights are created for the new mortgage and recorded as part of gain on sale of mortgages.

Total non-interest expense decreased $277,000, or 4.0%, when comparing the three month periods ended March 31, 2004 and 2003. Salaries and employee benefits increased $179,000, or 4.8%, over the 2003 level. The increased personnel expense is reflective of a 2.5% increase in salaries for annual merit increases and a 12.2% increase in benefit costs. Amortization of intangible assets decreased by $36,000, or 32.1%, due to the sale of a brokerage customer list and the write-off of the remaining intangible assets related to that customer list and certain other customer accounts at the end of the first quarter of 2003. Michigan Single Business tax was slightly below the 2003 expense due to a lower level of taxable income in the first quarter of 2004. Other miscellaneous non-interest expense decreased $399,000, or 20.2%, when the first three months of 2004 are compared to the same period of 2003. Lower costs were mainly a result of the reduced mortgage refinance activity compared with the year ago first quarter.

Federal Income tax expense decreased $375,000, or 22.6%, reflecting reduced taxes as a result of lower earnings and a lower effective tax rate.

Contractual Obligations, Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements

The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments.

The following table presents, as of March 31, 2004, significant fixed and determinable contractual obligations to third parties by payment date.

(1)     Contractual payments including principal and interest.

Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.

The Company’s 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.

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The following table details the amounts and expected maturities of significant loan and credit commitments as of March 31, 2004.

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 without being drawn upon.

Critical Accounting Policies

Certain of the Company’s accounting policies are important to the portrayal of the Company’s 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 Company’s critical accounting policies are discussed in detail in Note A of the Notes to Consolidated Financial Statements on pages 20 through 23 in the Company’s annual report to shareholders for the year ended December 31, 2003.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements that are based on management’s 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 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 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; 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.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Information under the headings, “Liquidity and Interest Rate Sensitivity” on pages 8 and 9 and “Quantitative and Qualitative Disclosure About Market Risk” on pages 11 and 12 in the registrant’s annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference. Firstbank’s annual report is filed as Exhibit 13 to its Form 10-K annual report for its fiscal year ended December 31, 2003.

Firstbank faces market risk to the extent that both earnings and the fair values of its financial instruments are affected by changes in interest rates. The Corporation manages this risk with static GAP analysis and simulation modeling. The Corporation does not believe that there has been a material change in the nature of the Corporation’s primary market risk exposures, including the categories of market risk to which the Corporation is exposed and the particular markets that present the primary risk of loss to the Corporation. As of the date of this Form 10-Q Quarterly Report, the Corporation 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 methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q quarterly report, the Corporation does not expect to change those methods in the near term. However, the Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Corporation’s market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships in the future will be primarily determined by market, economic, and geopolitical factors which are outside of Firstbank’s control. All information provided in response to this item consists of forward looking statements. Reference is made to the section captioned “Forward Looking Statements” on page 12 of this Form 10-Q quarterly report for a discussion of the limitations on Firstbank’s responsibility for such statements.

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Item 4. Controls and Procedures

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PART II. OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

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 per share. During 2003, the Company had repurchased 168,100 shares of its stock at an average price of $31.49 per share 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.

During the first three months of 2004, the Company continued to repurchase shares of its common stock under the November 25, 2003 plan. For the three months ended March 31, 2004, the Company repurchased 95,400 shares of its common stock at an average price of $30.30 per share. Additional information on the Company’s repurchase program is available in the table below.

ISSUER PURCHASES OF EQUITY SECURITIES

Item 5. Other Information

The audit committee of the Board of Directors approved the categories of all non-audit services performed by the registrant’s independent accountants during the period covered by this report, except for certain miscellaneous services that meet the de minimis exception under current regulations.

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Item 6. Exhibits and Reports on Form 8-K

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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EXHIBIT 31.1

I, Thomas R. Sullivan, certify that:

Date: May 7, 2004

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EXHIBIT 31.2

I, Samuel G. Stone, certify that:

Date: May 7, 2004

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EXHIBIT 32.1

        Thomas R. Sullivan, President and Chief Executive Officer of Firstbank Corporation, and Samuel G. Stone, Executive Vice President and 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:

Dated: May 7, 2004

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