[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2005
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 incorporation or organization) 311 Woodworth Avenue, Alma, Michigan (Address of principal executive offices) |
38-2633910 of (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 the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common stock . . . 5,327,335 shares outstanding as of April 30, 2005.
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 9 | |||||
Item 3 | Quantitative and Qualitative Disclosures about Market Risk | Page 13 | |||||
Item 4 | Controls and Procedures | Page 14 | |||||
(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 15 | |||||
Item 5 | Other Information | Page 15 | |||||
Item 6 | Exhibits and Reports on Form 8-K | Page 16 | |||||
SIGNATURES | Page 17 | ||||||
EXHIBIT INDEX | Page 20 |
Item 1: Financial Statements (UNAUDITED)
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF
MARCH 31, 2005 AND DECEMBER 31, 2004
(Dollars in thousands) UNAUDITED
March 31, 2005 |
December 31, 2004 | ||||
---|---|---|---|---|---|
ASSETS | |||||
Cash and due from banks | $ 21,930 | $ 23,715 | |||
Short term investments | 1,849 | 2,057 | |||
Total Cash and Cash Equivalents | 23,779 | 25,772 | |||
Securities available for sale | 77,855 | 72,475 | |||
Federal Home Loan Bank stock | 5,412 | 5,355 | |||
Loans held for sale | 1,786 | 1,969 | |||
Loans, net of allowance for loan losses of $10,127 at March 31, 2005 | |||||
and $10,581 at December 31, 2004 | 664,774 | 660,506 | |||
Premises and equipment, net | 17,323 | 17,658 | |||
Acquisition goodwill | 4,465 | 4,465 | |||
Other intangibles | 2,320 | 2,395 | |||
Accrued interest receivable and other assets | 16,462 | 15,540 | |||
TOTAL ASSETS | $ 814,176 | $806,135 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
LIABILITIES | |||||
Deposits: | |||||
Noninterest bearing accounts | $ 99,424 | $106,208 | |||
Interest bearing accounts: | |||||
Demand | 173,542 | 177,067 | |||
Savings | 115,234 | 100,277 | |||
Time | 230,425 | 219,715 | |||
Total Deposits | 618,625 | 603,267 | |||
Securities sold under agreements to repurchase and overnight borrowings | 31,855 | 39,100 | |||
Federal Home Loan Bank advances | 68,804 | 71,315 | |||
Notes Payable | 95 | 115 | |||
Subordinated Debentures | 10,310 | 10,310 | |||
Accrued interest and other liabilities | 11,214 | 9,164 | |||
Total Liabilities | 740,903 | 733,271 | |||
SHAREHOLDERS' EQUITY | |||||
Preferred stock; no par value, 300,000 shares authorized, none issued | |||||
Common Stock; 10,000,000 shares authorized, 5,326,667 shares issued | |||||
and outstanding (5,322,137 in December 2004) | 64,533 | 64,713 | |||
Retained earnings | 8,835 | 7,816 | |||
Accumulated other comprehensive income/(loss) | (95 | ) | 335 | ||
Total Shareholders' Equity | 73,273 | 72,864 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 814,176 | $806,135 | |||
See notes to consolidated financial statements.
3
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS
OF INCOME
MARCH 31, 2005 AND 2004
(Dollars in
thousands except per share data)
UNAUDITED
Three Months Ended March 31, | 2005 | 2004 | |||
---|---|---|---|---|---|
Interest Income: | |||||
Interest and fees on loans | $10,847 | $ 10,180 | |||
Securities | |||||
Taxable | 458 | 383 | |||
Exempt from Federal Income Tax | 248 | 242 | |||
Short term investments | 40 | 24 | |||
Total Interest Income | 11,593 | 10,829 | |||
Interest Expense: | |||||
Deposits | 2,226 | 1,786 | |||
FHLB advances and other | 1,099 | 1,030 | |||
Subordinated Debt | 120 | 0 | |||
Total Interest Expense | 3,445 | 2,816 | |||
Net Interest Income | 8,148 | 8,013 | |||
Provision for loan losses | 8 | (191 | ) | ||
Net Interest Income after provision for loan losses | 8,140 | 8,204 | |||
Noninterest Income: | |||||
Gain on sale of mortgage loans | 455 | 784 | |||
Service charges on deposit accounts | 720 | 649 | |||
Gain on sale of securities | 12 | 0 | |||
Mortgage servicing, net of amortization | 48 | (20 | ) | ||
Other | 978 | 952 | |||
Total Noninterest Income | 2,213 | 2,365 | |||
Noninterest Expense: | |||||
Salaries and employee benefits | 3,887 | 3,941 | |||
Occupancy and equipment | 1,016 | 969 | |||
Amortization of intangibles | 76 | 76 | |||
FDIC insurance premium | 21 | 22 | |||
Michigan single business tax | 59 | 21 | |||
Other | 2,157 | 1,574 | |||
Total Noninterest Expense | 7,216 | 6,603 | |||
Income before federal income taxes | 3,137 | 3,966 | |||
Federal income taxes | 1,000 | 1,285 | |||
NET INCOME | $ 2,137 | $ 2,681 | |||
Comprehensive Income | $ 1,707 | $ 2,669 | |||
Basic Earnings Per Share | $ 0.40 | $ 0.45 | |||
Diluted Earnings Per Share | $ 0.39 | $ 0.44 | |||
Dividends Per Share | $ 0.21 | $ 0.19 | |||
See notes to consolidated financial statements.
4
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED
MARCH 31, 2005 AND 2004
(Dollars
in thousands)
UNAUDITED
Three months ended March 31, | ||||||
---|---|---|---|---|---|---|
2005 | 2004 | |||||
OPERATING ACTIVITIES | ||||||
Net income | $ 2,137 | $ 2,681 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Provision for loan losses | 8 | (191 | ) | |||
Depreciation of premises and equipment | 487 | 458 | ||||
Net amortization of security premiums/discounts | 48 | 99 | ||||
Gain on sale of securities | (12 | ) | ||||
0 | ||||||
Amortization of intangibles | 76 | 76 | ||||
Gain on sale of mortgage loans | (455 | ) | (784 | ) | ||
Proceeds from sales of mortgage loans | 20,775 | 33,122 | ||||
Loans originated for sale | (20,137 | ) | (30,850 | ) | ||
Decrease (increase) in accrued interest receivable and other assets | (701 | ) | 165 | |||
Increase in accrued interest payable and other liabilities | 2,050 | 1,194 | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 4,276 | 5,970 | ||||
INVESTING ACTIVITIES | ||||||
Proceeds from sale of securities available for sale | 32 | 301 | ||||
Proceeds from maturities and calls of securities available for sale | 2,490 | 9,179 | ||||
Purchases of securities available for sale | (8,647 | ) | (3,265 | ) | ||
Proceeds from the sale of property plant and equipment | 0 | 18 | ||||
Net decrease/(increase) in portfolio loans | (4,276 | ) | (3,271 | ) | ||
Net purchases of premises and equipment | (152 | ) | (304 | ) | ||
NET CASH PROVIDED BY INVESTING ACTIVITIES | (10,553 | ) | 2,658 | |||
FINANCING ACTIVITIES | ||||||
Net increase in deposits | 15,358 | 9,050 | ||||
Decrease in securities sold under agreements to repurchase and other | (7,245 | ) | (19,683 | ) | ||
short term borrowings | ||||||
Retirement of notes payable | (20 | ) | (19 | ) | ||
Retirement of Federal Home Loan Bank borrowings | (2,511 | ) | (1,509 | ) | ||
Proceeds from Federal Home Loan Bank borrowings | 0 | 7,000 | ||||
Cash proceeds from issuance of common stock | 835 | 835 | ||||
Purchase of common stock | (1,015 | ) | (2,891 | ) | ||
Cash dividends | (1,118 | ) | (1,119 | ) | ||
NET CASH USED IN FINANCING ACTIVITIES | 4,284 | (8,336 | ) | |||
INCREASE IN CASH AND CASH EQUIVALENTS | (1,993 | ) | 292 | |||
Cash and cash equivalents at beginning of period | 25,772 | 33,145 | ||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 23,779 | $ 33,437 | ||||
Supplemental Disclosure | ||||||
Interest Paid | $ 3,161 | $ 2,738 | ||||
Income Taxes Paid | $ 0 | $ 0 |
See notes to consolidated financial statements.
5
FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2005
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 three month period ended March 31, 2005, are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The balance sheet at December 31, 2004, 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, 2004.
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.
March 31, | |||||
---|---|---|---|---|---|
2005 | 2004 | ||||
Net Income as Reported | $ 2,137,000 | $ 2,681,000 | |||
Deduct Stock-Based Compensation Expense Determined Under | |||||
Fair Value Based Method | 47,000 | 31,000 | |||
Pro Forma Net Income | $ 2,090,000 | 2,650,000 | |||
Basic Earnings per Share as Reported | $ 0.40 | $ 0.45 | |||
Pro Forma Basic Earnings per Share | $ 0.39 | $ 0.44 | |||
Diluted Earnings per Share as Reported | $ 0.39 | $ 0.44 | |||
Pro Forma Diluted Earnings per Share | $ 0.38 | $ 0.43 |
6
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) | March 31, 2005 |
December 31, 2004 | |||
---|---|---|---|---|---|
Nonperforming loans: | |||||
Nonaccrual loans | $ 780 | $1,456 | |||
Loans 90 days or more past due | 1,036 | 408 | |||
Renegotiated loans | 0 | 0 | |||
Total nonperforming loans | $1,816 | $1,864 | |||
Property from defaulted loans | $ 859 | $ 950 | |||
Nonperforming loans as a percent of total loans* | 0.23 | % | 0.28 | % | |
Nonperforming loans plus Other Real Estate as a percent of total | 0.36 | % | 0.42 | % | |
loans* plus Other Real Estate | |||||
Nonperforming assets as a percent of total assets | 0.30 | % | 0.35 | % |
Analysis of the Allowance for Loan Losses
Three Months Ended March 31, | |||||
---|---|---|---|---|---|
(Dollars in thousands) | 2005 | 2004 | |||
Balance at beginning of period | $ 10,581 | $ 11,627 | |||
Charge-offs | (677 | ) | (213 | ) | |
Recoveries | 215 | 69 | |||
Net charge-offs | (462 | ) | (144 | ) | |
Provision for loan losses | 8 | (191 | ) | ||
Balance at end of period | $ 10,127 | $ 11,292 | |||
Average total loans* outstanding during the period | $ 670,240 | $ 642,911 | |||
Allowance for loan loss as a percent of total loans* | 1.50 | % | 1.77 | % | |
Allowance for loan loss as a percent of nonperforming loans | 558 | % | 606 | % | |
Net Charge-offs^ as a percent of average loans* | 0.28 | % | 0.09 | % |
*All loan ratios exclude loans held for
sale
^Annualized
7
NOTE E BASIC AND DILUTED EARNINGS PER SHARE
Three Months Ended March 31, | |||||
---|---|---|---|---|---|
(Dollars in Thousands Except for per Share Data) | 2005 | 2004 | |||
Earnings per share | |||||
Net income | $2,137 | $2,681 | |||
Weighted average common shares outstanding | 5,328 | 5,896 | |||
Basic Earnings per Share | $ 0.40 | $ 0.45 | |||
Earnings per share assuming dilution | |||||
Net income | $2,137 | $2,681 | |||
Weighted average common shares outstanding | 5,328 | 5,896 | |||
Add dilutive effect of assumed exercises of options | 110 | 143 | |||
Weighted average common and dilutive potential common | 5,438 | 6,039 | |||
shares outstanding | |||||
Diluted Earnings per Share | $ 0.39 | $ 0.44 | |||
Stock options for 59,039 shares for the three month period of 2004, and 56,729 shares for the three month period of 2005, were not considered in computing diluted earnings per share because they were antidilutive.
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.
Financial Condition
Total assets increased $8.0 million, or 1.0%, during the first three months of 2005. Cash and cash equivalents decreased $1,993,000, or 7.7%, and securities available for sale increased $5.4 million, or 7.4%. The net increase in liquid assets resulted primarily as a result of an increase in the liquidity of one of its affiliates.
Total gross loans increased $3.8 million, or 0.6%, during the first quarter of 2005. Average total loans increased 1.0% in the first quarter of 2005 compared with the fourth quarter of 2004. Residential mortgages were $9.1 million, or 3.9% 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 $10.0 million, or 21.0%, due to seasonal and economic factors. Consumer and credit card loans to individuals decreased by $1.8 million, or 3.3%. Commercial and commercial real estate loans were higher, increasing $6.6 million, from December 31, 2004, although they were $26.6 million, or 8.4% above the year-ago level.
Net charge-offs of loans were $461,000 in the first quarter of 2005 compared to $144,000 in the first quarter of 2004. The higher level of charge-offs in this years first quarter was primarily due to the charge off of a single commercial loan which had been previously identified as a problem loan and had a specific allowance allocation. The ratio of net charge-offs of loans (annualized) to average loans was 0.28% in the first quarter of 2005 compared to 0.09% in the first quarter of 2004. Even with the higher level of charge-offs in the first quarter of 2005, these measures of asset quality continue to be at favorable levels in the industry. During the first quarter of 2005, continuing favorable developments and pay downs relating to a small number of credits allowed the Company to keep its provision expense low, at $8,000 for the quarter. During the first quarter of 2004, the Company had a negative provision for loan losses of $191,000 which had resulted from a partial pay off of a single commercial loan for which a specific allocation of allowance had been established. At March 31, 2005, the allowance as a percentage of outstanding loans was 1.50% compared with 1.58% at year end 2004. 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.
8
Total deposits increased $15.4 million or 2.5%, during the quarter. Short term borrowing of federal funds and repurchase agreements decreased $7.2 million, or 18.5%. Increases of $15.0 million, or 14.9%, in savings deposits, and $10.7 million, or 4.9% in time deposits were partially offset by seasonal decreases of $6.8 million, or 6.4%, in non-interest bearing account balances and $3.5 million, or 2.0%, in interest bearing demand deposits. For the three month period ended March 31, 2005, securities sold under agreements to repurchase and overnight borrowings decreased $7.2 million, or 18.5%, due to normal fluctuations in customer cash flows and less reliance on overnight borrowing. FHLB advances and notes payable decreased $2.5 million during the quarter.
Total shareholders equity increased $409,000, or 0.6%, during the first three months of 2005. Net income of $2,137,000 and stock issuances of $835,000 increased shareholders equity, while stock repurchases of $1,015,000 and dividends of $1,118,000 decreased shareholders equity. Stock issuance was primarily related to dividend reinvestment and exercise of stock options. The book value was $13.76 per share at March 31, 2005, up from $13.74 at December 31, 2004.
The following table discloses compliance with current regulatory capital requirements on a consolidated basis:
(Dollars in Thousands) |
Leverage | Tier 1 Capital | Total Risk- Based Capital | ||||
---|---|---|---|---|---|---|---|
Capital Balances at March 31, 2005 | $76,578 | $76,578 | $84,703 | ||||
Required Regulatory Capital | $32,341 | $26,264 | $52,527 | ||||
Capital in Excess of Regulatory Minimums | $44,237 | $50,314 | $22,176 | ||||
Capital Ratios at March 31, 2005 | 9.47 | % | 11.66 | % | 12.90 | % | |
Regulatory Capital Ratios - Minimum Requirement | 4.00 | % | 4.00 | % | 8.00 | % |
Results of Operations
For the first quarter of 2005, net income was $2,137,000, basic earnings per share were $0.40, and diluted earnings per share were $0.39, compared to $2,669,000, $0.45, and $0.44 for the first quarter of 2004. The lower earnings level in this years first quarter was mainly a result a decrease of $329,000 in mortgage loan sale gains, and higher operating expenses which increased $613,000. Also affecting the comparison to last years first quarter is an increase of $199,000 in loan loss provision, which was a negative expense in 2004 due to a favorable adjustment relating to the pay down of a single commercial loan for which allowance had been allocated.
Average earning assets increased $30.8 million, or 1.2%, from the first quarter of 2004 to the same period of 2005. The yield on earning assets increased 21 basis points, to 6.27%, for the quarter ended March 31, 2005, compared to 6.06% for the quarter ended March 31, 2004. The cost of funding related liabilities also increased, rising 29 basis points when comparing the three month periods ended March 31st, from 1.55% in 2004, to 1.84% in 2005. Since the increase in yield on earning assets was less than the increase in the cost of funds relative to earning assets, the net interest margin declined by 10 basis points, from 4.51% in 2004 to 4.41% in 2005. The net interest margin was also affected by the Companys capital restructuring efforts in 2004, which benefited earnings per share, but had a negative impact of approximately 0.09% on the net interest margin, as expected. Net interest income increased $135,000 to $8.1 million in the first three months of 2005 compared to the same period in 2004.
9
The provision for loan losses increased $199,000, when the first quarter of 2005 is compared to the first quarter of 2004. The provision for loan losses was reduced by $271,000 in the year ago first quarter because of the partial payoff of a large classified loan, discussed previously. Management has developed a quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses consistently across its five banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment growth rates, and industry and regional factors and trends as they affect the banks portfolios. The consideration of exposures to industries potentially most affected by current risks in the economic and political environment and the review of potential risks in certain credits that are not considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Net charge-offs for the first three months of 2005 increased by $319,000 to $461,000, when compared to $142,000 in the same period of 2004. The increase in this years charge-offs was primarily caused by the write off of a single commercial credit which had been previously identified as a problem loan and specific allowance allocated. Management believes that the analysis described above provides a consistent basis for the current provision levels.
Total non-interest income decreased $152,000, or 6.4%, when the first three months of 2005 are compared to the same period in 2004. Mortgage refinance activity that occurred in the first quarter of 2004 resulted in an unsustainably high level of mortgage gains. The first three months of 2005 saw a lower level of re-finance activity, producing mortgage gains of $455,000, a drop of $329,000, or 42.0%, compared with the same period in 2004. Mortgage servicing income increased $68,000 as a result of fewer prepayments on serviced mortgages. Service charges on deposit accounts for the three month period ended March 31, 2005 were $71,000, or 10.9%, higher than the same period of 2004.
Total non-interest expense increased $613,000, or 9.3%, when comparing the three month periods ended March 31, 2005 and 2004. Salaries and employee benefits decreased $54,000, or 1.4%, below the 2004 level. Other miscellaneous non-interest expense increased $583,000, or 37.0%, when the first three months of 2005 are compared to the same period of 2004. An increase of $88,000 in this area resulted from the Companys non-banking subsidiaries and was more that covered by higher revenues from these operations. Audit costs increased $128,000 from the prior year as the Company completed its required internal control review to comply with the new Sarbanes-Oxley Act requirements. The remaining increase was caused by a variety of items including, conversions related technology expense for improving the Companys internet banking service, and other technology and marketing related costs.
Federal Income tax expense decreased $285,000, or 22.2%, reflecting reduced taxes as a result of lower earnings and a lower effective tax rate.
Contractual Obligations, Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements
The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. Management believes that there have been no material changes in the Corporations overall level of these financial obligations since December 31, 2004 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 12 of the Companys Form 10K Annual Report, and is incorporated herein by reference.
Critical Accounting Policies
Certain of the Companys accounting policies are important to the portrayal of the Companys financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but without limitation, changes in interest rate, in local and national economic conditions, or the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses, determining the fair value of securities and other financial instruments, the valuation of mortgage servicing rights, and estimating state and federal contingent tax liabilities. The Companys significant accounting policies are discussed in detail in Managements Discussion and Analysis on pages 12 through 14 in the Companys annual report to shareholders for the year ended December 31, 2004.
10
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 Company 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 10 and 11 and Quantitative and Qualitative Disclosure About Market Risk on pages 14 and 15 in the registrants annual report to shareholders for the year ended December 31, 2004, 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, 2004.
Firstbank faces market risk to the extent that both earnings and the fair values of its financial instruments are affected by changes in interest rates. The Company 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 Companys primary market risk exposures, including the categories of market risk to which the Company is exposed and the particular markets that present the primary risk of loss to the Company. As of the date of this Form 10-Q Quarterly Report, the Corporation does not know of nor expect there to be any material change in the general nature of its primary market risk exposure in the near term.
The methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q quarterly report, the Corporation does not expect to change those methods in the near term. However, the Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.
The Companys 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 11 of this Form 10-Q quarterly report for a discussion of the limitations on Firstbanks responsibility for such statements.
11
Item 4. Controls and Procedures
a) | Evaluation of Disclosure Controls and Procedures |
On May 5, 2005, 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 March 31, 2005 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 Companys internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting. |
12
PART II. OTHER INFORMATION
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
On November 25, 2003, the Company announced a repurchase plan that re-established its authorized limit for share repurchases, from that point forward, of up to $10 million of Firstbank Corporation common stock. As of December 31, 2004, the Company had repurchased 114,700 shares of its stock at an average price of $30.11 under the new authorization. There is no specific date for expiration under this authorization.
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 ($28.57 per share after adjusting for the December 31, 2004 stock dividend) and suspended activity under its repurchase program. The offer to purchase shares expired on July 30, with the tender offer over subscribed. On August 5, 2004, the Corporation accepted 600,000 shares of those tendered for a total cost of $18.0 million.
During the first three months of 2005, the Company continued to repurchase shares of its common stock under the November 25, 2003 plan. For the three months ended March 31, 2005, the Company repurchased 37,200 shares of its common stock at an average price of $27.27 per share. Additional information on the Companys repurchase program is available in the table below.
ISSUER PURCHASES OF EQUITY SECURITIES
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs | Maximum Approximate Dollar Value of Shares that May yet Be Purchased Under the Approved Plan | ||||||
---|---|---|---|---|---|---|---|---|---|---|
January | 0 | - | 0 | $6,545,888 | ||||||
February | 11,500 | $ 28.00 | 11,500 | $6,223,838 | ||||||
March | 25,700 | $ 26.94 | 25,700 | $5,531,368 | ||||||
Total | 37,200 | $ 27.27 | 37,200 | $5,531,368 |
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.
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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. |
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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: May 5, 2005 Date: May 5, 2005 |
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | 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 |
(d) | 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: May 5, 2005
/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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | 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 |
(d) | 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: May 5, 2005
/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 March 31, 2005 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 March 31, 2005 fairly presents, in all material respects, the financial condition and results of operations of Firstbank Corporation. |
Dated: May 5, 2005
/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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