[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file number: 000-14209
FIRSTBANK CORPORATION
(Exact name of
registrant as specified in its charter)
Michigan (State or other jurisdiction of incorporation or organization) 311 Woodworth Avenue, Alma, Michigan (Address of principal executive offices) |
38-2633910 (I.R.S. Employer Identification Number) 48801 (Zip Code) |
Registrants 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 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 issuers classes of common stock, as of the latest practicable date.
Common stock . . . 5,622,745 shares outstanding as of July 30, 2004.
1
INDEX
PART I. | FINANCIAL INFORMATION | |
Item 1. |
Financial Statements (UNAUDITED) |
Page 3 |
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
Page 10 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
Page 14 |
Item 4. |
Controls and Procedures |
Page 15 |
|
(a) Evaluation of Disclosure Controls and Procedures |
|
|
(b) Changes in Internal Controls |
|
PART II. |
OTHER INFORMATION |
|
Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
Page 16 |
Item 4. |
Submission of Matters to a Vote of Securities Holders |
Page 16 |
Item 5. |
Other Information |
Page 17 |
Item 6. |
Exhibits and Reports on Form 8-K |
Page 17 |
SIGNATURES |
Page 18 |
|
EXHIBIT INDEX |
Page 19 |
2
Item 1: Financial Statements (UNAUDITED)
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE
SHEETS
AS OF JUNE 30, 2004 AND
DECEMBER 31, 2003
(Dollars in
thousands)
UNAUDITED
June 30, 2004 | December 31, 2003 | |||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Cash and due from banks | $ | 24,070 | $ | 27,442 | ||||
Short term investments | 10,807 | 5,703 | ||||||
Total Cash and Cash Equivalents | 34,877 | 33,145 | ||||||
Securities available for sale | 66,256 | 70,731 | ||||||
Federal Home Loan Bank stock | 5,241 | 4,929 | ||||||
Loans held for sale | 1,400 | 4,160 | ||||||
Loans, net of allowance for loan losses of $11,233 in 2004 and $11,627 in 2003 | 639,830 | 623,826 | ||||||
Premises and equipment, net | 17,923 | 18,103 | ||||||
Goodwill | 4,880 | 4,880 | ||||||
Other intangibles | 2,547 | 2,709 | ||||||
Accrued interest receivable and other assets | 13,102 | 14,017 | ||||||
TOTAL ASSETS | $ | 786,056 | $ | 776,500 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
LIABILITIES | ||||||||
Deposits: | ||||||||
Noninterest bearing accounts | $ | 105,104 | $ | 102,296 | ||||
Interest bearing accounts: | ||||||||
Demand | 181,272 | 181,642 | ||||||
Savings | 98,651 | 95,395 | ||||||
Time | 204,341 | 188,221 | ||||||
Total Deposits | 589,368 | 567,554 | ||||||
Securities sold under agreements to repurchase and overnight borrowings | 28,883 | 47,069 | ||||||
Federal Home Loan Bank Advances | 72,361 | 67,121 | ||||||
Notes payable | 114 | 134 | ||||||
Accrued interest payable and other liabilities | 8,641 | 8,878 | ||||||
Total Liabilities | $ | 699,367 | $ | 690,756 | ||||
SHAREHOLDERS' EQUITY | ||||||||
Preferred stock; no par value, 300,000 shares authorized, none issued | ||||||||
Common Stock; 10,000,000 shares authorized, 5,615,224 shares issued | ||||||||
and outstanding (5,642,304 in December 2003) | $ | 74,115 | $ | 75,591 | ||||
Retained earnings | 12,139 | 9,187 | ||||||
Accumulated other comprehensive income | 435 | 966 | ||||||
Total Shareholders' Equity | 86,689 | 85,744 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 786,056 | $ | 776,500 | ||||
See notes to consolidated financial statements.
3
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS
OF INCOME
JUNE 30, 2004 AND 2003
(Dollars in
thousands except per share data)
UNAUDITED
Three Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2004 | 2003 | |||||||
Interest Income: | ||||||||
Interest and fees on loans | $ | 10,058 | $ | 10,309 | ||||
Securities | ||||||||
Taxable | 380 | 483 | ||||||
Exempt from Federal Income Tax | 228 | 262 | ||||||
Short term investments | 32 | 108 | ||||||
Total Interest Income | 10,698 | 11,162 | ||||||
Interest Expense: | ||||||||
Deposits | 1,815 | 2,252 | ||||||
Notes payable and other | 995 | 1,025 | ||||||
Total Interest Expense | 2,810 | 3,277 | ||||||
Net Interest Income | 7,888 | 7,885 | ||||||
Provision for loan losses | 60 | 120 | ||||||
Net Interest Income after provision for loan losses | 7,828 | 7,765 | ||||||
Noninterest Income: | ||||||||
Gain on sale of mortgage loans | 847 | 3,114 | ||||||
Service charges on deposit accounts | 703 | 646 | ||||||
Gain on sale of securities | 11 | 2 | ||||||
Mortgage servicing, net of amortization | (56 | ) | (429 | ) | ||||
Other | 1,316 | 1,464 | ||||||
Total Noninterest Income | 2,821 | 4,797 | ||||||
Noninterest Expense: | ||||||||
Salaries and employee benefits | 3,838 | 4,080 | ||||||
Occupancy | 923 | 914 | ||||||
Amortization of intangibles | 77 | 73 | ||||||
FDIC insurance premium | 21 | 23 | ||||||
Michigan Single Business Tax | 24 | 74 | ||||||
Other | 1,988 | 2,334 | ||||||
Total Noninterest Expense | 6,871 | 7,498 | ||||||
Income before Federal Income Taxes | 3,788 | 5,064 | ||||||
Federal Income Taxes | 1,213 | 1,691 | ||||||
NET INCOME | $ | 2,565 | $ | 3,373 | ||||
Comprehensive Income | $ | 2,046 | $ | 3,662 | ||||
Basic Earnings Per Share | $ | 0.46 | $ | 0.59 | ||||
Diluted Earnings Per Share | $ | 0.45 | $ | 0.57 | ||||
Dividends Per Share | $ | 0.21 | $ | 0.19 | ||||
4
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS
OF INCOME
JUNE 30, 2004 AND 2003
(Dollars in
thousands except per share data)
UNAUDITED
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2004 | 2003 | |||||||
Interest Income: | ||||||||
Interest and fees on loans | $ | 20,238 | $ | 20,871 | ||||
Securities | ||||||||
Taxable | 763 | 980 | ||||||
Exempt from Federal Income Tax | 470 | 526 | ||||||
Short term investments | 56 | 230 | ||||||
Total Interest Income | 21,527 | 22,607 | ||||||
Interest Expense: | ||||||||
Deposits | 3,601 | 4,721 | ||||||
Notes payable and other | 2,025 | 2,045 | ||||||
Total Interest Expense | 5,626 | 6,766 | ||||||
Net Interest Income | 15,901 | 15,841 | ||||||
Provision for loan losses | (131 | ) | 330 | |||||
Net Interest Income after provision for loan losses | 16,032 | 15,511 | ||||||
Noninterest Income: | ||||||||
Gain on sale of mortgage loans | 1,631 | 5,484 | ||||||
Service charges on deposit accounts | 1,352 | 1,251 | ||||||
Gain on sale of securities | 11 | 9 | ||||||
Mortgage servicing, net of amortization | (76 | ) | (694 | ) | ||||
Other | 2,268 | 2,836 | ||||||
Total Noninterest Income | 5,186 | 8,886 | ||||||
Noninterest Expense: | ||||||||
Salaries and employee benefits | 7,779 | 7,842 | ||||||
Occupancy | 1,892 | 1,863 | ||||||
Amortization of intangibles | 153 | 185 | ||||||
FDIC insurance premium | 43 | 46 | ||||||
Michigan Single Business Tax | 45 | 135 | ||||||
Other | 3,562 | 4,307 | ||||||
Total Noninterest Expense | 13,474 | 14,378 | ||||||
Income before Federal Income Taxes | 7,744 | 10,019 | ||||||
Federal Income Taxes | 2,498 | 3,351 | ||||||
NET INCOME | $ | 5,246 | $ | 6,668 | ||||
Comprehensive Income | $ | 4,715 | $ | 6,823 | ||||
Basic Earnings Per Share | $ | 0.94 | $ | 1.18 | ||||
Diluted Earnings Per Share | $ | 0.92 | $ | 1.14 | ||||
Dividends Per Share | $ | 0.41 | $ | 0.37 | ||||
See notes to consolidated financial statements
5
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED
JUNE 30, 2004 AND 2003
(Dollars in
thousands)
UNAUDITED
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2004 | 2003 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income | $ | 5,246 | $ | 6,668 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Provision for loan losses | (131 | ) | 330 | |||||
Depreciation of premises and equipment | 940 | 848 | ||||||
Net amortization of security premiums/discounts | 223 | 378 | ||||||
Gain on sale of securities | (11 | ) | (9 | ) | ||||
Amortization of intangibles | 153 | 185 | ||||||
Gain on sale of mortgage loans | (1,631 | ) | (5,484 | ) | ||||
Proceeds from sales of mortgage loans | 72,576 | 230,216 | ||||||
Loans originated for sale | (68,185 | ) | (222,959 | ) | ||||
Decrease (increase) in accrued interest receivable and other assets | 1,099 | (121 | ) | |||||
Decrease in accrued interest payable and other liabilities | (239 | ) | (963 | ) | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | $ | 10,040 | $ | 9,089 | ||||
INVESTING ACTIVITIES | ||||||||
Proceeds from sale of securities available for sale | $ | 313 | $ | 109 | ||||
Proceeds from maturities of securities available for sale | 20,478 | 15,376 | ||||||
Purchases of securities available for sale | (17,354 | ) | (24,295 | ) | ||||
Purchases of Federal Loan Bank stock | (312 | ) | (63 | ) | ||||
Net change in portfolio loans | (15,752 | ) | 5,444 | |||||
Net purchases of premises and equipment | (760 | ) | (556 | ) | ||||
NET CASH USED IN INVESTING ACTIVITIES | $ | (13,387 | ) | $ | (3,985 | ) | ||
FINANCING ACTIVITIES | ||||||||
Net increase (decrease) in deposits | $ | 21,814 | $ | (2,763 | ) | |||
Decrease in securities sold under agreements to repurchase and other | ||||||||
short term borrowings | (18,186 | ) | (2,289 | ) | ||||
Decrease of notes payable | 5,220 | 714 | ||||||
Cash proceeds from issuance of common stock | 1,719 | 1,965 | ||||||
Purchase of common stock | (3,195 | ) | (2,361 | ) | ||||
Cash dividends | (2,293 | ) | (2,102 | ) | ||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | $ | 5,079 | $ | (6,836 | ) | |||
INCREASE IN CASH AND CASH EQUIVALENTS | 1,732 | (1,732 | ) | |||||
Cash and cash equivalents at beginning of period | 33,145 | 60,547 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 34,877 | $ | 58,815 | ||||
Supplemental Disclosure | ||||||||
Interest Paid | $ | 5,657 | $ | 7,226 | ||||
Income Taxes Paid | $ | 1,525 | $ | 4,200 |
See notes to consolidated financial statements.
6
FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
JUNE 30, 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; 1st Armored, Inc., 1st 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 six month period ended June 30, 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 Corporations 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.
Three months ended June 30, | Six months ended June 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2004 | 2003 | 2004 | 2003 | |||||||||||
Net Income as Reported | $ | 2,565,000 | $ | 3,373,000 | $ | 5,246,000 | $ | 6,668,000 | ||||||
Deduct Stock-Based Compensation Expense | ||||||||||||||
Determined Under | ||||||||||||||
Fair Value Based Method | 31,000 | 27,000 | 62,000 | 54,000 | ||||||||||
Pro Forma Net Income | 2,534,000 | 3,346,000 | 5,184,000 | 6,614,000 | ||||||||||
Basic Earnings per Share as Reported | $ | 0.46 | $ | 0.59 | $ | 0.94 | $ | 1.18 | ||||||
Pro Forma Basic Earnings per Share | $ | 0.45 | $ | 0.59 | $ | 0.92 | $ | 1.17 | ||||||
Diluted Earnings per Share as Reported | $ | 0.45 | $ | 0.57 | $ | 0.92 | $ | 1.14 | ||||||
Pro Forma Diluted Earnings per Share | $ | 0.44 | $ | 0.57 | $ | 0.91 | $ | 1.13 |
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.
7
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. These commitments have credit risk essentially the same as that involved in extending loans to customers and are subject to the Corporations normal credit policies and collateral requirements. Loan commitments, which are predominately at variable rates, were approximately $136 million and $140 million at June 30, 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:
(Dollars in Thousands) |
June 30, 2004 |
December 31, 2003 | ||||||
---|---|---|---|---|---|---|---|---|
Nonperforming loans: | ||||||||
Nonaccrual loans | $ | 143 | $ | 834 | ||||
Loans 90 days or more past due | 2,276 | 581 | ||||||
Renegotiated loans | 0 | 0 | ||||||
Total nonperforming loans | $ | 2,419 | $ | 1,415 | ||||
Property from defaulted loans | 245 | 364 | ||||||
Nonperforming loans as a percent of total loans* | 0.37 | % | 0.22 | % | ||||
Nonperforming loans + ORE as a percent of total loans* + ORE | 0.39 | % | 0.28 | % | ||||
Nonperforming assets as a percent of total assets | 0.33 | % | 0.23 | % |
Analysis of the Allowance for Loan Losses
(Dollars in Thousands) | Three Months Ended | Six Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2004 | June 30, 2003 | June 30, 2004 | June 30, 2003 | |||||||||||
Balance at beginning of period | $ | 11,292 | $ | 11,691 | $ | 11,627 | $ | 11,536 | ||||||
Charge-offs | (192 | ) | (168 | ) | (405 | ) | (296 | ) | ||||||
Recoveries | 73 | 69 | 142 | 142 | ||||||||||
Net (charge-offs) recoveries | (119 | ) | (99 | ) | (263 | ) | (154 | ) | ||||||
Provision for loan losses | 60 | 120 | (131 | ) | 330 | |||||||||
Balance at end of period | $ | 11,233 | $ | 11,712 | $ | 11,233 | $ | 11,712 | ||||||
Average total loans* outstanding during the period | $ | 644,715 | $ | 591,952 | $ | 643,813 | $ | 592,223 | ||||||
Allowance for loan loss as a percent of total loans* | 1.73 | % | 1.97 | % | 1.73 | % | 1.97 | % | ||||||
Allowance for loan loss as a percent of nonperforming loans | 464 | % | 608 | % | 464 | % | 608 | % | ||||||
Net Charge-offs^ as a percent of average loans* | 0.07 | % | 0.07 | % | 0.08 | % | 0.05 | % |
*All loan ratios exclude loans held
for sale
^Annualized
8
NOTE E BASIC AND DILUTED EARNINGS PER SHARE
(In thousands, except for per share data) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2004 | 2003 | 2004 | 2003 | |||||||||||
Earnings per share | ||||||||||||||
Net income | $ | 2,565 | $ | 3,373 | $ | 5,246 | $ | 6,668 | ||||||
Weighted average common shares outstanding | 5,597 | 5,670 | 5,606 | 5,657 | ||||||||||
Basic earnings per share | $ | 0.46 | $ | 0.59 | $ | 0.94 | $ | 1.18 | ||||||
Earnings per share assuming dilution | ||||||||||||||
Net income | $ | 2,565 | $ | 3,373 | $ | 5,246 | $ | 6,668 | ||||||
Weighted average common shares outstanding | 5,597 | 5,670 | 5,606 | 5,657 | ||||||||||
Add dilutive effect of assumed exercises of options | 111 | 190 | 121 | 175 | ||||||||||
Weighted average common and dilutive potential common | ||||||||||||||
shares outstanding | 5,708 | 5,860 | 5,727 | 5,832 | ||||||||||
Diluted earnings per share | $ | 0.45 | $ | 0.57 | $ | 0.92 | $ | 1.14 | ||||||
Stock options for 56,228 shares of common stock were not considered in computing the earnings per share for the three and six month periods of 2004, because they were anti-dilutive.
NOTE F ACQUISITION INTANGIBLES
Acquired Intangible Assets
Acquired intangible assets were as follows:
June 30, 2004 | December 31, 2003 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(In thousands, except for per share data) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||
Core deposit premium resulting from branch | ||||||||||||||
Acquisitions | $ | 4,740 | $ | 2,203 | $ | 4,740 | $ | 2,053 | ||||||
Other customer relationship intangibles | 20 | 11 | 20 | 9 | ||||||||||
Total | $ | 4,760 | $ | 2,214 | $ | 4,760 | $ | 2,062 | ||||||
Estimated remaining amortization expense for the remainder of 2004 and each of the next four years is as follows:
2004 2005 2006 2007 2008 |
151 301 300 298 297 |
9
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; 1st Armored, Inc., 1st 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.
Tender Offer
On June 15, 2004, the Corporation initiated a self tender offer to acquire up to 500,000 shares of its common stock, plus an additional 2% of outstanding shares on June 15, 2004 at a price of $30 per share. As a result of the offer, which was oversubscribed, the Corporation will purchase 600,000 shares, or 10.7%, of the outstanding shares of its common stock for a total purchase price of $18.0 million excluding fees and expenses incurred in connection with the offer, in the third quarter of 2004. The Corporation plans to borrow $11.0 million on its line of credit and utilize cash held by the parent company to fund the remaining $7.0 million of the purchase. As a result of the purchase, the Corporation's cash and equity will be reduced, and its debt increased. Upon completion of the transaction, the Corporation expects to remain classified as "Well Capitalized", as that term is defined by federal banking regulations, for Tier 1 leverage, Tier 1 Capital, and Total Risk Based Capital.
Financial Condition
Total assets showed little change during the first six months of 2004 increasing $9.6 million, or 1.2%, when compared to December 31, 2003. Cash and cash equivalents decreased $3.4 million, or 12.3%, and securities available for sale decreased $4.5 million, or 6.3%. This decrease in liquid assets resulted primarily from a lower level of securities sold under agreements to repurchase and overnight borrowings, which were $18.2 million, or 38.6% lower at June 30, 2004 compared with December 31, 2003. Offsetting the lower short term funding was an increase of $21.8 million in deposits and an increase of $5.2 million in FHLB advances.
Total portfolio loans increased $15.6 million, or 2.5%, during the first six months of 2004. Average total loans increased 4.8% in the second quarter of 2004 compared with the fourth quarter of 2003. Residential mortgages were $17.0 million, or 8.3% 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 $3.7 million, or 6.7%, due to seasonal and economic factors. Consumer and credit card loans to individuals decreased by $372,000, or 0.6%. Commercial and commercial real estate loans were higher, increasing $2.7 million from December 31, 2003, and were $18.6 million, or 6.2% above the year-ago level.
Net charge-offs of loans were $263,000 in the first six months of 2004 compared to $296,000 in the first half of 2003. The ratio of net charge-offs of loans (annualized) to average loans was 0.08% in the first half of 2004 compared to 0.05% in the first six months of 2003. Both levels are considered favorable by industry standards. During the first quarter of 2004, one of the Corporations 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. In the second quarter of the year the provision for loan losses was $60,000, bringing the year to date provision for loan losses to a negative $131,000 compared with a positive provision expense of $330,000 for the first six months of 2003. At June 30, 2004, the allowance as a percentage of outstanding loans was 1.76% 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 $21.8 million, or 3.8%, from December 31, 2003 to June 30, 2004, including increases of $16.1 million, or 8.6%, in time deposits, $3.3 million, or 3.4%, in savings deposits, and $2.8 million, or 2.7% in non-interest bearing account balances. Interest bearing transaction accounts were basically unchanged, decreasing $370,000 from year end. For the six month period ended June 30, 2004, securities sold under agreements to repurchase and overnight borrowings decreased $18.2 million, or 38.6%, due to normal fluctuations in customer cash flows and less reliance on overnight borrowing. FHLB advances and notes payable increased $5.2 million as $7.0 million of new advances were drawn and $1.8 million were repaid during the first half of the year.
10
Total shareholders equity increased $945,000, or 1.1%, during the first six months of 2004. Net income of $5,246,000 and stock issuances of $1,720,000 increased shareholders equity, while stock repurchases of $3,195,000 and dividends of $2,294,000 decreased shareholders equity. Stock issuance was primarily related to dividend reinvestment and exercise of stock options. Book value was $15.44 per share at June 30, 2004, up from $15.20 at December 31, 2003.
The following table discloses compliance with current regulatory capital requirements on a consolidated basis:
(Dollars in Thousands) | Leverage | Tier 1 Capital | Total Risk- Base Capital | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Capital Balances at June 30, 2004 | $ | 78,710 | $ | 78,710 | $ | 86,524 | ||||||||
Required Regulatory Capital | 31,179 | 25,104 | 50,208 | |||||||||||
Capital in Excess of Regulatory Minimums | 47,531 | 53,606 | 36,316 | |||||||||||
Capital Ratios at June 30, 2004 | 10.10 | % | 12.54 | % | 13.79 | % | ||||||||
Regulatory Capital Ratios - "Well Capitalized" Definition | 5.00 | % | 6.00 | % | 10.00 | % | ||||||||
Regulatory Capital Ratios - Minimum Requirement | 4.00 | % | 4.00 | % | 8.00 | % |
Results of Operations
For the Quarter ended June 30
For the second quarter of 2004, net income was $2,565,000, basic earnings per share were $0.46, and diluted earnings per share were $0.45, compared to $3,373,000, $0.59, and $0.57 for the second quarter of 2003. The lower earnings level in this years second 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 $2,267,000, or 72.8% from a year earlier.
Average earning assets increased $14.8 million, or 2.1%, from the second quarter of 2003 compared with the same period of 2004. The yield on earning assets decreased 48 basis points, to 5.97%, for the quarter ended June 30, 2004, compared to 6.45% for the quarter ended June 30, 2003. The cost of funding related liabilities decreased 35 basis points when comparing the three month periods ended June 30th, from 1.90% 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 9 basis points, from 4.51% in 2003 to 4.42% in 2004. Net interest income was basically unchanged, at $7.9 million in the second three months of 2004 compared to the same period in 2003.
The provision for loan losses decreased $60,000, or 50%, when the second quarter of 2004 is compared to the second quarter of 2003. 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 second quarter of 2004 increased by $20,000 to $119,000, when compared to $99,000 in the same period of 2003. Management believes that the analysis described above provides a consistent basis for the current provision levels.
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Total non-interest income decreased $1,977,000, or 41.2%, when the second quarter of 2004 is compared to the same period in 2003. The heavy mortgage refinance activity that occurred in the second quarter of 2003 resulted in an unsustainably high level of mortgage gains. The second quarter of 2004 saw much lower re-finance activity, producing mortgage gains of $847,000, a drop of $2,267,000, or 72.8%, compared with the same period in 2003. Service charges on deposit accounts for the three month period ended June 30, 2004 were $57,000, or 8.8%, higher than the same period of 2003. Miscellaneous non-interest income decreased by $149,000, or 10.2%, when the second quarter of 2004 is compared to the same period of 2003. Lower revenue among the real estate mortgage related non-bank subsidiaries (1st Title, Inc. and Gladwin Land, Inc.) resulted in a decrease of $219,000. These businesses were negatively affected by the slower mortgage re-finance environment. Partially offsetting the decrease in mortgage related revenue was an increase of $88,000 within the Corporations armored car subsidiary.
Certain other categories of non-interest income improved, most notably mortgage servicing income, which rose from a negative $429,000, for the second quarter of 2003 to a negative $56,000 in the same period of 2004. The larger negative amounts in last years second 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 $632,000, or 8.4%, when comparing the three month periods ended June 30, 2004 and 2003. Salaries and employee benefits decreased $243,000, or 6.0%, over the 2003 level. The lower personnel expense is reflective of lower staffing levels compared with those necessary to support last years mortgage refinance activities, partially offset by an increase in salaries for annual merit increases and higher benefit costs in the current year. Amortization of intangible assets were basically unchanged from the year ago second quarter. Michigan Single Business tax was $50,000 below the 2003 expense due to a lower level of taxable income in the second quarter of 2004. Other miscellaneous non-interest expense decreased $346,000, or 14.8%, when the second 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 second quarter.
Federal Income tax expense decreased $478,000, or 28.3%, reflecting reduced taxes as a result of lower earnings and a lower effective tax rate.
Year to date
For the first six months of 2004, net income was $5,246,000, basic earnings per share were $0.94, and diluted earnings per share were $0.92, compared to $6,668,000, $1.18, and $1.14 for the same period of 2003. The lower earnings level in this years first half was mainly a result of a sharp decrease in re-finance activity for residential mortgage loans. Gains on the sale of mortgages were down $3,853,000, or 70.3% from a year earlier.
Average earning assets increased $12.1 million, or 1.7%, from the first half of 2003 compared with the same period of 2004. The yield on earning assets decreased 43 basis points, to 6.02%, for the six month period ended June 30, 2004, compared to 6.45% for the same period of 2003. The cost of funding related liabilities decreased 34 basis points when comparing the six month periods ended June 30th, from 1.90% in 2003, to 1.56% 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 8 basis points, from 4.54% in 2003 to 4.46% in 2004. Net interest income, at $15.9 million in the six months of 2004, was basically unchanged compared to the same period in 2003.
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The provision for loan losses decreased $461,000, or 140%, when the first six months of 2004 is compared to the same period 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 six months of 2004 increased by $109,000 to $263,000, when compared to $154,000 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 $3,730,000, or 42.0%, when the first half of 2004 is compared to the same period in 2003. The heavy mortgage refinance activity that occurred in the first half of 2003 resulted in an unsustainably high level of mortgage gains. Re-finance activity in 2004 has been much lower, producing mortgage gains of $1,631,000, a drop of $3,853,000, or 70.3%, compared with the same period in 2003. Service charges on deposit accounts for the six month period ended June 30, 2004 were $101,000, or 8.1%, higher than the same period of 2003. Miscellaneous non-interest income decreased by $570,000, or 20.1%, when the first half 2004 results are compared to the same period of 2003. Lower revenue among the real estate mortgage related non-bank subsidiaries (1st Title, Inc. and Gladwin Land, Inc.) accounted for $444,000 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 $77,000 lower in 2004; and the sale of certain brokerage customer lists in 2003 for a gain of $67,000.
Certain other categories of non-interest income improved, most notably mortgage servicing income, which rose from a negative $694,000, for the first six months of 2003 to a negative $76,000 in the same period of 2004. The larger negative amounts in last years second 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 $934,000, or 6.5%, when comparing the six month periods ended June 30, 2004 and 2003. Salaries and employee benefits decreased $64,000, or 0.8%, over the 2003 level. The reduced personnel expense in the current year is reflective of lower staffing levels associated with the slower mortgage refinance environment, resulting in a 2.5% decrease in salaries. Partially offsetting the lower salary costs was a 5.5% increase in benefit costs, mainly due to higher health care costs. Amortization of intangible assets decreased by $32,000, or 17.3%, 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 $90,000 below the 2003 expense due to a lower level of taxable income in the first half of 2004. Other miscellaneous non-interest expense decreased $745,000, or 17.3%, when the six 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 $853,000, or 25.5%, 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 Corporation has various financial obligations, including contractual obligations and commitments that may require future cash payments. Management believes that there have been no material changes in the Corporations overall level of these financial obligations since December 31, 2003 and that any changes in the Corporations obligations which have occurred are routine for the industry. Further discussion of the nature of each type of obligation is included in Managements Discussion and Analysis on page 28 of the Corporations Form 10K Annual Report, and is incorporated herein by reference.
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Critical Accounting Policies
Firstbanks consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the banking and other industries in which it operates. Certain of the Corporations accounting policies are important to the portrayal of the Corporations 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. The Corporations accounting policies are discussed in detail in Note A of the Notes to Consolidated Financial Statements on pages 20 through 23 in the Corporations annual report to shareholders for the year ended December 31, 2003. Management believes that its most significant 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.
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 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.
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 registrants annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference. Firstbanks annual report is filed as Exhibit 13 to its Form 10-K annual report for its fiscal year ended December 31, 2003.
The Corporation 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 Corporations 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.
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The Corporations 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 Firstbanks 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 15 of this Form 10-Q quarterly report for a discussion of the limitations on Firstbanks responsibility for such statements.
Item 4. Controls and Procedures
a) | Evaluation of Disclosure Controls and Procedures |
On August 3, 2004, the Corporations Chief Executive Officer and Chief Financial Officer reported on the Corporations disclosure controls to the Audit Committee. The portion of that report which constitutes their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of June 30, 2004 is as follows: Based on our knowledge and the most recent evaluation, we believe the controls to be reasonably effective and commercially practical in providing information for management of the Corporation and for fair reporting to the investing public. |
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. |
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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 Corporation 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 Corporation 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 Corporation 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 Corporation had repurchased 8,000 shares of its stock at an average price of $32.21 under the new authorization.
During the second quarter of 2004, the Corporation continued to repurchase shares of its common stock under the November 25, 2003 plan. For the three months ended June 30, 2004, the Corporation repurchased 11,300 shares of its common stock at an average price of $26.96 per share. For the year, the Corporation repurchased 106,700 shares of its common stock for an average cost per share of $29.95 under the November 2003 repurchase plan.
On June 15, 2004, the Corporation announced a self tender offer to purchase up to 500,000 shares of its common stock, plus up to 2% of outstanding shares, at a price of $30.00 per share and suspended activity under its repurchase program. The offer to purchase shares expired on July 30, with the tender offer over subscribed. The Corporation accepted 600,000 shares of those tendered for a total cost of $18.0 million. The Corporation has made no determination regarding future open market purchases of its common stock following the closing of the self tender period at this time. Additional information on the Corporations repurchase program is presented in the table below.
ISSUER PURCHASES OF EQUITY SECURITIES
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Dollars Authorized for Repurchase Plan | Maximum Dollars that May yet Be Purchased Under the Approved Plan | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
April | 1,500 | $ | 27.18 | $ | 10,000,000 | $ | 6,810,793 | |||||||
May | 9,800 | $ | 26.93 | $ | 10,000,000 | $ | 6,546,888 | |||||||
June | 0 | n/a | $ | 10,000,000 | $ | 6,546,888 | ||||||||
Total | 11,300 | $ | 26.96 | $ | 10,000,000 | $ | 6,546,888 |
Item 4. Submission of Matters to a Vote of Securities Holders.
The annual meeting of shareholders of the Corporation was held on April 26, 2004. The shareholders of the Corporation voted on the following matters at the meeting:
Election of three directors with terms expiring in 2007. | ||||||||
Director Nominee: | For | Withhold | ||||||
Duane A. Carr | 4,301,130 | 78,090 | ||||||
David W. Fultz | 4,303,394 | 75,826 | ||||||
William E. Goggin | 4,298,934 | 80,286 |
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Item 5. Other Information
The audit committee of the Board of Directors approved the categories of all non-audit services performed by the registrants independent accountants during the period covered by this report, except for certain miscellaneous services that meet the de minimus exception under current regulations.
Item 6. | Exhibits and Reports on Form 8-K |
(a) | Exhibits: |
Exhibit | Description |
31.1 | Certificate of the President and Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certificate of the Executive Vice President and Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certificate of the Chief Executive Officer and the 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. |
(b) | Reports on Form 8-K: |
Report
on Form 8-K dated April 22, 2004 submitting press release announcing 2004 first quarter
operating results. Report on Form 8-K dated April 27, 2004 reporting declaration of a cash dividend. |
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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.
Date: August 6, 2004 Date: August 6, 2004 |
FIRSTBANK CORPORATION (Registrant) /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 Accounting Officer) |
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EXHIBIT INDEX
Exhibit | Description |
31.1 | Certificate of the Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certificate of the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certificate of the Chief Executive Officer and the 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. |
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EXHIBIT 31.1
I, Thomas R. Sullivan, certify that:
1. | I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 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: |
(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: August 6, 2004
/s/ Thomas R. Sullivan Thomas R. Sullivan President and Chief Executive Officer |
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EXHIBIT 31.2
I, Samuel G. Stone, certify that:
1. | I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 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: |
(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: August 6, 2004
/s/ Samuel G. Stone Samuel G. Stone Executive Vice President and Chief Financial Officer |
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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:
(1) | the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and |
(2) | the information contained in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 fairly presents, in all material respects, the financial condition and results of operations of Firstbank Corporation. |
Dated: August 6, 2004
/s/ Thomas R. Sullivan Thomas R. Sullivan President and Chief Executive Officer /s/ Samuel G. Stone Samuel G. Stone Executive Vice President and Chief Financial Officer |
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