8-K 1 first8k_012004.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: January 20, 2005

FIRSTBANK CORPORATION
(Exact Name of Registrant as Specified in Charter)

Michigan
(State or Other Jurisdiction
of Incorporation)
000-14209
(Commission
File Number)
38-2633910
(IRS Employer
Identification No.)

311 Woodworth Avenue
Alma, Michigan

(Address of principal executive office)
48801
(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).


Section 2.02 Results of Operations and Financial Conditions

  On January 20, 2005, Firstbank Corporation issued a press release announcing results for the fourth quarter of 2004 and full year 2004 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

  The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9.01 Financial Statements and Exhibits

      (c)   Exhibit

              99.1 Press Release Dated January 20, 2005.







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SIGNATURE

        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.

Dated: January 20, 2005 FIRSTBANK CORPORATION
(Registrant)


By: /s/ Samuel G. Stone
      ———————————————
      Samuel G. Stone
      Executive Vice President and CFO






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EXHIBIT INDEX

      99.1     Press Release Dated January 20, 2005






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EXHIBIT 99.1



FOR IMMEDIATE RELEASE
 
NEWS RELEASE
 
Date Submitted:
NASDAQ Symbol:
January 20, 2005
FBMI
Contact: Samuel G. Stone
Executive Vice President and
Chief Financial Officer
(989) 466-7325

FIRSTBANK CORPORATION ANNOUNCES
FOURTH QUARTER AND FULL YEAR 2004 RESULTS

Highlights Include:
  Earnings per share (diluted) of $0.45 for the fourth quarter of 2004, up 9.8% from year-ago, and earnings per share (diluted) of $1.79 for full year 2004  
  Positive impacts on earnings per share and return on equity from capital management strategies 
  Continuing loan and deposit growth 
  Continuing strong asset quality and capital ratios 

Alma, Michigan (FBMI) — Thomas R. Sullivan, President and Chief Executive Officer of Firstbank Corporation announced earnings per share of $0.45, up 9.8% from $0.41 for the fourth quarter of 2003. Net income of $2,455,000 for the quarter ended December 31, 2004, compared to $2,513,000 for the quarter ended December 31, 2003, a decrease of 2.3%. Earnings per share benefited from Firstbank’s 600,000 share common stock self tender offer which was completed in August of 2004. While this type of capital management strategy improves earnings per share and return on equity, the impacts on net income and return on assets are negative. Returns on average assets and average equity for the fourth quarter of 2004 were 1.21% and 13.5%, respectively, compared with 1.30% and 11.7%, respectively, in the fourth quarter of 2003. Earnings in the fourth quarter of 2004 included the effect of several non-cash adjustments to the balance sheet as explained further below. The net effect of these adjustments was to increase net income by just $45,000 and increase earnings per share by less than $0.01. All per share amounts are fully diluted amounts and have been adjusted to reflect the 5% stock dividend paid in December 2004.

For full year 2004, net income of $10,358,000 compared to $12,056,000 for 2003, a decrease of 14.1%. Earnings per share were $1.79, down a smaller 9.1% from $1.97 for 2003 due to the reduction in shares outstanding. Returns on average assets and average equity for 2004 were 1.32% and 13.0%, respectively, compared with 1.58% and 14.5%, respectively, in 2003. Earnings in 2003 were bolstered by unusually strong mortgage refinances.

Growth in Firstbank’s balance sheet continued as total assets exceeded the $800 million mark for the first time. Total portfolio loans grew 0.6% in the fourth quarter of 2004 and were 5.6% above the level at December 31, 2003. Commercial and commercial real estate loans increased 6.4% above the year-ago level, and residential mortgage loans increased 12.9%. Total deposits as of December 31, 2004, were 6.3% above the year-ago level, and non-interest bearing deposits increased 3.8% over this time period.

Firstbank’s net interest margin, at 4.52% in the fourth quarter of 2004, increased 0.08% from the 4.44% level achieved in the third quarter of 2004 and compared to 4.51% in the fourth quarter of 2003. Benefit from increases in the prime rate was partially offset by the interest cost of funds used to repurchase shares in the self tender offer and by increases in rates on other funding sources.


Mr. Sullivan stated, “The most significant accomplishments of 2004 were the completion of our tender offer, the issuance of our trust preferred securities, and the re-focusing of our efforts on traditional lending and deposit services to customers in our markets. Following the end of the mortgage re-finance boom, we were able to achieve reasonably good loan growth in an environment that showed only modest economic growth. Also notable, our asset quality measures have remained very good. We had positive developments and pay downs associated with a small number of credits in the first and third quarters of the year. These developments required us to reduce reserves related to those specific loans and added to our net income. With our people re-focused on core products and services, we are poised to benefit from a continuing economic recovery. We have experienced some improvement in our net interest margin due to a rising prime rate, and we expect to see further increases in our net interest margin if the Federal Reserve moves interest rates still higher.”

The non-cash adjustments to the balance sheet referenced above consisted of adjustments to tax asset, tax liability, and goodwill accounts. The tax account adjustments resulted from a comprehensive review of estimated federal and state expected tax liabilities. The goodwill adjustments, totaling $415,000, were associated with two of Firstbank’s real estate subsidiaries. All goodwill associated with Gladwin Land Company, Inc. was eliminated as the appraisal business declined significantly with the end of the mortgage refinance boom. Additional goodwill write-down occurred in the 55% owned C. A. Hanes brokerage business as volatility in that business has caused it to lag original expectations. The impact of these non-cash balance sheet adjustments on net income was to increase net income by $45,000, or less than $0.01 per share, in the fourth quarter of 2004. Although the adjustments affected federal income tax expense recorded for the fourth quarter of 2004, for 2005 the relationship of federal income tax to income before federal income taxes (the effective tax rate) should be in line with the first three quarters of 2004.

Firstbank maintained its focus on managing costs in 2004. For the year, total non-interest expense of $28,361,000 included $780,000 due to the non-cash balance sheet goodwill and tax account adjustments in the fourth quarter. Other Non-interest Expense also included $205,000 to pay audit firms for additional internal and external audit work, including first-year implementation and ongoing procedures, needed to meet the requirements of the Sarbanes Oxley Act. This was a cost in 2004 that was not incurred in prior years, and Firstbank plans to seek ways to reduce this cost in future years. Excluding these amounts, total non-interest expense decreased 5.2% from 2003. Salaries and employee benefits were 3.0% less in 2004 compared to 2003 despite increasing costs of health care benefits. Occupancy and equipment expenses increased 3.8% primarily due to improvements and additions to certain retail facilities.

While costs were being contained, revenues progressed. Net interest income of $32,383,000 in 2004 increased 2.4% from the level in 2003, overcoming the additional funding cost associated with the share repurchase and self-tender offer strategies. Although the nearly 70% decline in mortgage gains helped cause total non-interest income to decline 36.7%, non-interest income excluding security gains and real estate businesses increased 3.1%.

Primarily as a result of the self tender offer, shareholders’ equity decreased 15.1% during 2004. To further enhance its capital structure, during the fourth quarter of 2004, as previously announced, Firstbank raised $10 million through a private offering of trust preferred securities. The trust preferred securities were issued by a special purpose trust subsidiary as part of a pooled transaction. This capital is shown on the December 31, 2004, balance sheet as Subordinated Debt in accordance with generally accepted accounting principles. The ratio of average equity to average assets stood at 9.0% in the fourth quarter of 2004, compared to 11.1% in the fourth quarter of 2003.

Firstbank’s mortgage servicing portfolio grew to $473.1 million as of December 31, 2004, from $472.5 million at September 30, 2004, and increased 1.9% from $464.4 million at December 30, 2003.


Firstbank’s asset quality measures remained strong. The ratio of non-performing loans to loans was 0.28% as of December 31, 2004, compared to 0.37% at September 30, 2004, and 0.22% at December 31, 2003. Net charge-offs in 2004 were $620,000, or 0.09% as a percentage of average loans, compared to $459,000, or 0.08% as a percentage of average loans in 2003. These measures of asset quality remain at low levels and continue to be at levels considered in the industry to be favorable. During 2004, positive developments and pay downs related to a small number of credits, as disclosed previously, required Firstbank to reduce reserves related to these specific loans. These positive developments were the primary factors that resulted in provision for loan losses for 2004 to be a negative $425,000 compared to a positive $550,000 in 2003.

Firstbank Corporation, headquartered in Alma, Michigan is currently a five bank financial services company with assets of $806 million and 35 banking offices located in central and northeast Michigan. Bank subsidiaries include: Firstbank — Alma; Firstbank (Mt. Pleasant); Firstbank — West Branch; Firstbank - Lakeview; and Firstbank — St. Johns. Other corporate affiliates include 1st Armored, Inc.; 1st Title; Gladwin Land Company, Inc.; and C. A. Hanes Realty, Inc. Investment services are available through affiliations with CB Wealth Management N.A., MML Investors Services, Inc., and Raymond James Financial Services Inc.

This press release contains certain forward-looking statements that involve risks and uncertainties. When used in this press release the words “anticipate,” “believe,” “expect,” “potential,” “should,” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning future business growth, increases in interest rates and positioning of balance sheets to benefit net interest margins and earnings. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services, interest rates and fees for services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share data)
UNAUDITED

Three months Ended: Twelve Months Ended:


Dec 31
2004
Sep 30
2004
Dec 31
2003
Dec 31
2004
Dec 31
2003


  Interest and fees on loans     $ 10,734   $ 10,378   $ 10,047   $ 41,350   $ 40,989  
  Investment securities  
    Taxable    442    449    399    1,654    1,818  
    Exempt from federal income tax    248    234    254    952    1,035  
    Short term investments    50    30    44    136    387  


Total interest income    11,474    11,091    10,744    44,092    44,229  
   
Interest expense:  
  Deposits    1,951    1,878    1,812    7,430    8,533  
  Notes payable and other    1,157    1,097    1,000    4,279    4,065  


Total interest expense    3,108    2,975    2,812    11,709    12,598  
   
Net interest income    8,366    8,116    7,932    32,383    31,631  
Provision for loan losses    80    (374 )  105    (425 )  550  


Net interest income after provision for loan losses    8,286    8,490    7,827    32,808    31,081  
   
Noninterest income:  
  Gain on sale of mortgage loans    565    467    515    2,663    8,560  
  Service charges on deposit accounts    731    730    630    2,813    2,534  
  Gain on sale of securities    33    10    381    54    390  
  Mortgage servicing    (13 )  34    64    (55 )  (1,100 )
  Other    1,125    1,182    1,083    4,575    5,494  


Total noninterest income    2,441    2,423    2,673    10,050    15,878  
   
Noninterest expense:  
  Salaries and employee benefits    4,052    3,888    4,012    15,719    16,198  
  Occupancy and equipment    987    986    912    3,865    3,725  
  Amortization of intangibles    76    76    76    304    336  
  FDIC insurance premium    21    21    21    85    90  
  Other    2,772    2,008    1,740    8,388    8,546  


Total noninterest expense    7,908    6,979    6,761    28,361    28,895  
   
Income before federal income taxes    2,819    3,934    3,739    14,497    18,064  
Federal income taxes    364    1,277    1,226    4,139    6,008  


Net Income   $ 2,455   $ 2,657   $ 2,513   $ 10,358   $ 12,056  


   
Fully Tax Equivalent Net Interest Income   $ 8,475   $ 8,249   $ 8,005   $ 32,865   $ 32,271  
   
Per Share Data:  
  Basic Earnings   $ 0.46   $ 0.48   $ 0.42   $ 1.83   $ 2.03  
  Diluted Earnings   $ 0.45   $ 0.47   $ 0.41   $ 1.79   $ 1.97  
  Dividends Paid   $ 0.20   $ 0.20   $ 0.18   $ 0.79   $ 0.71  
   
Performance Ratios:  
  Return on Average Assets*    1.21 %  1.33 %  1.30 %  1.32 %  1.58 %
  Return on Average Equity*    13.5 %  13.8 %  11.7 %  13.0 %  14.5 %
  Net Interest Margin (FTE) *    4.52 %  4.44 %  4.51 %  4.47 %  4.50 %
  Book Value Per Share+   $ 13.74   $ 13.43   $ 14.47   $ 13.74   $ 15.20  
  Average Equity/Average Assets    9.0 %  9.6 %  11.1 %  10.1 %  10.9 %
   
  Net Charge-offs    293    64    112    620    459  
  Net Charge-offs as a % of Average Loans^*    0.18 %  0.04 %  0.07 %  0.09 %  0.08 %
   
* Annualized  
+ Period End  
^ Total loans less loans held for sale  



FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
UNAUDITED

Dec 31
2004
Sep 30
2004
Dec 31
2003



ASSETS                
   
Cash and cash equivalents:  
  Cash and due from banks   $ 23,715   $ 31,087   $ 27,442  
  Short term investments    2,057    4,136    5,703  



Total cash and cash equivalents    25,772    35,223    33,145  
   
Securities available for sale    72,471    63,327    70,731  
Federal Home Loan Bank stock    5,359    5,303    4,929  
Loans:  
  Loans held for sale    1,969    434    4,160  
  Portfolio loans:  
    Commercial    110,261    110,726    112,263  
    Commercial real estate    225,372    223,307    203,080  
    Residential mortgage    231,213    223,808    204,806  
    Real estate construction    47,920    50,682    55,160  
    Consumer    54,491    56,871    57,557  
    Credit card    1,830    1,832    2,587  



Total portfolio loans    671,087    667,226    635,453  
  Less allowance for loan losses    (10,581 )  (10,795 )  (11,627 )



Net portfolio loans    660,506    656,431    623,826  
   
Premises and equipment, net    17,658    17,860    18,103  
Goodwill    4,466    4,880    4,880  
Other intangibles    2,395    2,471    2,698  
Other assets    15,503    12,873    14,028  



TOTAL ASSETS   $ 806,099   $ 798,802   $ 776,500  



   
LIABILITIES AND SHAREHOLDERS' EQUITY  
   
LIABILITIES  
   
Deposits:  
  Noninterest bearing accounts    106,208    111,165    102,296  
  Interest bearing accounts:  
  Demand    177,067    182,221    181,642  
  Savings    100,277    101,048    95,395  
  Time    219,715    207,514    188,221  



Total deposits    603,267    601,948    567,554  
   
Securities sold under agreements to  
  repurchase and overnight borrowings    39,100    36,021    47,069  
FHLB Advances and notes payable    71,430    81,462    67,255  
Subordinated Debt    10,310    0    0  
Accrued interest and other liabilities    9,163    8,305    8,878  



Total liabilities    733,270    727,736    690,756  
   
SHAREHOLDERS' EQUITY  
Preferred stock; no par value, 300,000  
  shares authorized, none issued  
Common stock; 10,000,000 shares authorized *    64,713    56,662    75,591  
Retained earnings    7,816    13,740    9,187  
Accumulated other comprehensive income    300    664    966  



Total shareholders' equity    72,829    71,066    85,744  



TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 806,099   $ 798,802   $ 776,500  



   
* Common stock shares issued and outstanding    5,299,708    5,289,895    5,924,419  
   
Asset Quality Ratios:  
  Non-Performing Loans / Loans^    0.28 %  0.37 %  0.22 %
  Non-Perf. Loans + OREO / Loans^ + OREO    0.42 %  0.43 %  0.26 %
  Non-Performing Assets / Total Assets    0.35 %  0.36 %  0.21 %
  Allowance for Loan Loss as a % of Loans^    1.58 %  1.62 %  1.83 %
  Allowance / Non-Performing Loans    568 %  438 %  822 %
   
Quarterly Average Balances:  
  Total Portfolio Loans^   $ 663,475   $ 661,813   $ 615,474  
  Total Earning Assets   $ 746,814   $ 741,979   $ 714,907  
  Total Shareholders' Equity   $ 72,021   $ 76,450   $ 85,028  
  Total Assets    799,688    793,781    763,503  
  Diluted Shares Outstanding    5,420,497    5,665,732    6,105,735  
   
^ Total Loans less loans held for sale