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

FORM 10-Q

[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)

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 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 . . . 5,622,745 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 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.

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 Corporation’s 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 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. 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 year’s 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.

11


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 Corporation’s 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 year’s 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 year’s 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 year’s 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 Corporation’s overall level of these financial obligations since December 31, 2003 and that any changes in the Corporation’s 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 Corporation’s Form 10K Annual Report, and is incorporated herein by reference.

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Critical Accounting Policies

Firstbank’s 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 Corporation’s accounting policies are important to the portrayal of the Corporation’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. The Corporation’s accounting policies are discussed in detail in Note A of the Notes to Consolidated Financial Statements on pages 20 through 23 in the Corporation’s 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.

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.

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.

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 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.

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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 15 of this Form 10-Q quarterly report for a discussion of the limitations on Firstbank’s responsibility for such statements.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

  On August 3, 2004, the Corporation’s Chief Executive Officer and Chief Financial Officer reported on the Corporation’s 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 Corporation’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Corporation’s 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 Corporation’s 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 registrant’s 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

Date: August 6, 2004




/s/ Samuel G. Stone
——————————————
Samuel G. Stone
Executive Vice President and Chief Financial Officer



21


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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