10-Q 1 first10q_063005.htm Firstbank Corporation Form 10-Q

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 AND EXCHANGE ACT OF 1934

For the quarterly period ended JUNE 30, 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 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 the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

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

        Common stock . . . 5,356,336 shares outstanding as of July 31, 2005.


INDEX

PART I   FINANCIAL INFORMATION        
 
Item 1.  Financial Statements (UNAUDITED)    Page 3  
 
Item 2.  Management's Discussion and Analysis of Financial Condition    Page 9  
    and Results of Operations 
 
Item 3.  Quantitative and Qualitative Disclosures about Market Risk    Page 13  
 
Item 4.  Controls and Procedures    Page 14  
 
PART II  OTHER INFORMATION 
 
Item 4.  Submission of Matters to a Vote of Security Holders    Page 15  
 
Item 5.  Other Information    Page 15  
 
Item 6.  Exhibits    Page 16  
 
SIGNATURES       Page 17  
 
EXHIBIT INDEX       Page 18  



2


Item 1: Financial Statements (UNAUDITED)

FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2005 AND DECEMBER 31, 2004
(Dollars in thousands)
UNAUDITED

June 30,
2005
December 31,
2004
ASSETS      
Cash and due from banks  $  26,541   $  23,715  


Short term investments  4,826   2,057  
            Total Cash and Cash Equivalents  31,367   25,772  
Securities available for sale  77,803   72,475  
Federal Home Loan Bank stock  5,563   5,355  
Loans held for sale  1,533   1,969  
Loans, net of allowance for loan losses of $10,094 at June 30, 2005 
   and $10,581 at December 31, 2004  675,464   660,506  
Premises and equipment, net  17,126   17,658  
Acquisition goodwill  4,465   4,465  
Other intangibles  2,240   2,395  
Accrued interest receivable and other assets  15,126   15,540  


TOTAL ASSETS  $830,687   $806,135  


LIABILITIES AND SHAREHOLDERS' EQUITY 
LIABILITIES 
   Deposits: 
      Noninterest bearing accounts  $109,269   $106,208  
      Interest bearing accounts: 
         Demand  160,576   177,067  
         Savings  131,589   100,277  
         Time  222,420   219,715  


            Total Deposits  623,854   603,267  
Securities sold under agreements to repurchase and overnight borrowings  34,374   39,100  
Federal Home Loan Bank advances  76,161   71,315  
Notes Payable  95   115  
Subordinated Debentures  10,310   10,310  
Accrued interest and other liabilities  10,472   9,164  


            Total Liabilities  755,266   733,271  
SHAREHOLDERS' EQUITY 
Preferred stock; no par value, 300,000 shares authorized, none issued 
Common Stock; 20,000,000 shares authorized, 5,350,816 shares issued 
    and outstanding (5,322,137 in December 2004)  65,155   64,713  
Retained earnings  10,166   7,816  
Accumulated other comprehensive income/(loss)  100   335  


            Total Shareholders' Equity  75,421   72,864  


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $830,687   $806,135  



See notes to consolidated financial statements.

3


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
JUNE 30, 2005 AND 2004
(Dollars in thousands except per share data)
UNAUDITED

Three Months Ended June 30,
2005 2004
Interest Income:      
   Interest and fees on loans  $11,353   $ 10,058  
   Securities 
      Taxable  504   380  
      Exempt from Federal Income Tax  231   479  
   Short term investments  30   32  


            Total Interest Income  12,118   10,698  
Interest Expense: 
   Deposits  2,617   1,815  
   FHLB advances and other  1,105   995  
   Subordinated Debt  132   0  


            Total Interest Expense  3,854   2,810  
            Net Interest Income  8,264   7,888  
   Provision for loan losses  73   60  


   Net Interest Income after provision for loan losses  8,191   7,828  
Noninterest Income: 
   Gain on sale of mortgage loans  431   847  
   Service charges on deposit accounts  783   703  
   Gain on sale of securities  17   11  
   Mortgage servicing, net of amortization  30   (56 )
   Other  1,336   1,316  


            Total Noninterest Income  2,597   2,821  
Noninterest Expense: 
   Salaries and employee benefits  3,836   3,838  
   Occupancy and equipment  969   923  
   Amortization of intangibles  75   75  
   FDIC insurance premium  21   21  
   Michigan single business tax  30   24  
   Other  2,163   1,990  


            Total Noninterest Expense  7,094   6,871  
Income before federal income taxes  3,694   3,778  
Federal income taxes  1,186   1,213  


NET INCOME  $  2,508   $   2,565  


   Comprehensive Income  $  2,703   $   2,046  


   Basic Earnings Per Share  $    0.47   $     0.44  


   Diluted Earnings Per Share  $    0.46   $     0.43  


   Dividends Per Share  $    0.22   $     0.20  



See notes to consolidated financial statements.

4


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
JUNE 30, 2005 AND 2004
(Dollars in thousands except per share data)
UNAUDITED

Six Months Ended June 30,
2005 2004
Interest Income:      
   Interest and fees on loans  $22,200   $ 20,238  
   Securities 
      Taxable  962   763  
      Exempt from Federal Income Tax  479   470  
   Short term investments  64   56  


            Total Interest Income  23,705   21,527  
Interest Expense: 
   Deposits  4,860   3,601  
   FHLB advances and other  2,181   2,025  
   Subordinated Debt  252   0  


            Total Interest Expense  7,293   5,626  
            Net Interest Income  16,412   15,901  
   Provision for loan losses  81   (131 )


   Net Interest Income after provision for loan losses  16,331   16,032  
Noninterest Income: 
   Gain on sale of mortgage loans  886   1,631  
   Service charges on deposit accounts  1,503   1,352  
   Gain on sale of securities  29   11  
   Mortgage servicing, net of amortization  78   (76 )
   Other  2,314   2,268  


            Total Noninterest Income  4,810   5,186  
Noninterest Expense: 
   Salaries and employee benefits  7,723   7,779  
   Occupancy and equipment  1,985   1,892  
   Amortization of intangibles  151   151  
   FDIC insurance premium  42   43  
   Michigan single business tax  89   45  
   Other  4,320   3,562  


            Total Noninterest Expense  14,310   13,474  
Income before federal income taxes  6,831   7,744  
Federal income taxes  2,186   2,498  


NET INCOME  $  4,645   $   5,246  


   Comprehensive Income  $  4,410   $   4,715  


   Basic Earnings Per Share  $    0.87   $     0.89  


   Diluted Earnings Per Share  $    0.85   $     0.87  


   Dividends Per Share  $    0.43   $     0.39  



See notes to consolidated financial statements.

5


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED
JUNE 30, 2005 AND 2004
(Dollars in thousands)
UNAUDITED

Six months ended June 30,
2005 2004
OPERATING ACTIVITIES      
   Net income  $   4,645   $   5,246  
   Adjustments to reconcile net income to net cash provided by operating activities 
   Provision for loan losses  81   (131 )
   Depreciation of premises and equipment  976   940  
   Net amortization of security premiums/discounts  82   223  
   Gain on sale of securities  (29 ) (11 )
   Amortization of intangibles  151   153  
   Gain on sale of mortgage loans  (886 ) (1,631 )
   Proceeds from sales of mortgage loans  40,396   72,576  
   Loans originated for sale  (39,074 ) (68,185 )
   Vesting of Restricted Stock  3   0  
   Decrease (increase) in accrued interest receivable and other assets  539   1,099  
   Increase in accrued interest payable and other liabilities  1,308   (239 )


            NET CASH PROVIDED BY OPERATING ACTIVITIES  8,192   10,040  
 
INVESTING ACTIVITIES 
   Proceeds from sale of securities available for sale  66   313  
   Proceeds from maturities and calls of securities available for sale  7,168   20,478  
   Purchases of securities available for sale  (13,179 ) (17,354 )
   Proceeds from the sale of property plant and equipment  0   (312 )
   Net decrease/(increase) in portfolio loans  (15,039 ) (15,752 )
   Net purchases of premises and equipment  (444 ) (760 )


            NET CASH USED IN INVESTING ACTIVITIES  (21,428 ) (13,387 )
 
FINANCING ACTIVITIES 
   Net increase in deposits  20,587   21,814  
   Decrease in securities sold under agreements to repurchase and other 
   (4,726 ) (18,186 )
      short term borrowings 
   Retirement of notes payable  (20 ) (19 )
   Retirement of Federal Home Loan Bank borrowings  (3,354 ) (1,761 )
   Proceeds from Federal Home Loan Bank borrowings  8,200   7,000  
   Cash proceeds from issuance of common stock  1,454   1,719  
   Purchase of common stock  (1,015 ) (3,195 )
   Cash dividends  (2,295 ) (2,293 )


            NET CASH PROVIDED BY FINANCING ACTIVITIES  18,831   5,079  
 
INCREASE IN CASH AND CASH EQUIVALENTS  5,595   1,732  
   Cash and cash equivalents at beginning of period  25,772   33,145  


            CASH AND CASH EQUIVALENTS AT END OF PERIOD  $ 31,367   $ 34,887  


Supplemental Disclosure 
   Interest Paid  $   7,003   $   5,657  
   Income Taxes Paid  $   1,225   $   1,525  

See notes to consolidated financial statements.


6


FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 and six month periods ended June 30, 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 Corporation’s 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.

Three months ended June 30, Six months ended June 30,
2005 2004 2005 2004
Net Income as Reported   $     2,508,000   $     2,565,000   $     4,645,000   $     5,246,000  
Deduct Stock-Based Compensation Expense 
    Determined Under Fair Value Based Method  47,000   31,000   93,000   62,000  




               Pro Forma Net Income  $     2,461,000   $     2,534,000   $     4,552,000   $     5,184,000  
 
Basic Earnings per Share as Reported  $0.47 $0.44 $0.87 $0.89
               Pro Forma Basic Earnings per Share  $0.46 $0.43 $0.85 $0.88
 
Diluted Earnings per Share as Reported  $0.46 $0.43 $0.86 $0.87
               Pro Forma Diluted Earnings per Share  $0.45 $0.42 $0.84 $0.86

7


NOTE B — 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,
2005
December 31,
2004
Nonperforming loans:      
     Nonaccrual loans  $1,872   $1,456  
     Loans 90 days or more past due  961   408  
     Renegotiated loans  0   0  


          Total nonperforming loans  $2,833   $1,864  
Property from defaulted loans  $   277   $   950  
Nonperforming loans as a percent of total loans*  0.41% 0.28%
Nonperforming loans plus Other Real Estate as a percent of total  0.54% 0.42%
loans* plus Other Real Estate 
Nonperforming assets as a percent of total assets  0.37% 0.35%

Analysis of the Allowance for Loan Losses

(Dollars in Thousands)

Three months ended
June 30,
Six Months Ended
June 30,
2005 2004 2005 2004
Balance at beginning of period   $   10,127   $   11,292   $   10,581   $   11,627  
Charge-offs  (210 ) (192 ) (886 ) (405 )
Recoveries  104   73   319   142  




   Net charge-offs  (106 ) (119 ) (568 ) (263 )
   Provision for loan losses  73   60   81   (131 )




   Balance at end of period  $   10,094   $   11,233   $   10,094   $   11,233  




Average total loans* outstanding during the period  $ 678,835   $ 644,715   $ 674,539   $ 643,813  
Allowance for loan loss as a percent of total loans*  1.47% 1.73% 1.47% 1.73%
Allowance for loan loss as a percent 
   of nonperforming loans  356% 464% 356% 464%
Net Charge-offs^ as a percent of average loans*  0.06% 0.07% 0.17% 0.08%

*All loan ratios exclude loans held for sale
^Annualized

8


NOTE C – BASIC AND DILUTED EARNINGS PER SHARE

(Dollars in Thousands Except for per Share Data)

Three months ended June 30, Six Months Ended June 30,
2005 2004 2005 2004
Earnings per share          
   Net income  $2,508   $2,565   $4,645   $5,246  
   Weighted average common shares outstanding  5,335   5,876   5,332   5,886  
   Basic Earnings per Share  $  0.47   $  0.44   $  0.87   $  0.89  




Earnings per share assuming dilution 
   Net income  $2,508   $2,565   $4,645   $5,246  
   Weighted average common shares outstanding  5,335   5,876   5,332   5,886  
   Add dilutive effect of assumed exercises of options  90   117   100   127  




   Weighted average common and dilutive potential common  5,425   5,993   5,432   6,013  
      shares outstanding 
   Diluted Earnings per Share  $  0.46   $  0.43   $  0.85   $  0.87  





Stock options for 59,039 shares for the three and six month periods of 2004, and 109,098 shares for the three and six month and periods of 2005, were not considered in computing diluted earnings per share because they were antidilutive.

NOTE D – ACQUISITIONS

On May 12, the Corporation announced an agreement to acquire Keystone Financial Corporation (Keystone) headquartered in Kalamazoo, Michigan. Keystone is a financial services company that owns and operates Keystone Community Bank in the Kalamazoo market through its four branches. At March 31, the bank had $151 million in assets. Under the terms of the agreement, shareholders of Keystone Financial Corporation will receive one (1) share of Firstbank common stock plus $19.35 in cash for each outstanding share of Keystone Financial Corporation common stock. Based upon the closing price of Firstbank shares on May 11, 2005 of $25.15, the transaction has a value of $44.50 for each Keystone share, and an approximate aggregate value of $26,572,000. The merger is expected to be accretive to earnings per share in the first full year of operations, is expected to be completed during the fourth quarter of 2005, and is subject to approval by Keystone shareholders, regulatory approval and other customary closing conditions.

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 $24.6 million, or 3.0%, during the first six months of 2005. Cash and cash equivalents decreased $5.6 million , or 21.7%, and securities available for sale increased $5.3 million, or 7.4%. The net increase in liquid assets was primarily the result of an increase in short term investments at one of the Corporation’s affiliates.

9


Total gross loans increased $14.5 million, or 2.2%, during the first six months of 2005. Average total loans were 2.3% higher in the second quarter of 2005 when compared with the fourth quarter of 2004. Residential mortgages were $12.5 million, or 5.4% 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 $10.1 million, or 21.1%, due to local economic factors and timing of certain construction projects. Commercial and commercial real estate loans were higher, increasing $11.4 million, or 3.4%, from December 31, 2004, and were $29.0 million, or 9.1% above the year-ago level.

Net charge-offs of loans were $568,000 in the first half of 2005 compared to $263,000 in the first half of 2004. The higher level of charge-offs in this year’s first half 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 0.17% in the first six months of 2005 compared to 0.08% in the same period 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 half of 2005, continuing favorable developments and pay downs relating to a small number of credits allowed the Corporation to keep its provision expense low, at $81,000. During the first six months of 2004, the Corporation had a negative provision for loan losses of $131,000 which resulted from a partial pay off of a single commercial loan for which a specific allocation of allowance had been established. At June 30, 2005, the allowance as a percentage of average outstanding loans was 1.47% compared with 1.58% at year end 2004. Management continues to maintain the allowance for loan losses at a level considered appropriate to cover losses within the loan portfolio. The allowance balance is established after considering past loan loss experience, current economic conditions, composition of the loan portfolio, delinquencies, and other relevant factors.

Total deposits increased $20.6 million or 3.4%, during the first half of 2005. Increases of $31.3 million, or 31.2%, in savings deposits, $2.7 million, or 1.2% in time deposits and $3.1 million, or 2.9% in non-interest bearing demand deposits were partially offset by a decrease of $16.5 million, or 9.3%, in interest bearing demand deposits. Beginning in March, the five affiliate banks began to offer a new savings product, which resulted in a shift of approximately $27 million of deposits from other products, primarily interest bearing demand and attracted $12 million in new money. For the six month period ended June 30, 2005, securities sold under agreements to repurchase and overnight borrowings decreased $4.7 million, or 12.1%, due to normal fluctuations in customer cash flows and less reliance on overnight borrowing. FHLB advances and notes payable increased $4.8 million during the quarter.

Total shareholders’ equity increased $2.6 million, or 3.5%, during the first six months of 2005. Net income of $4,645,000 and stock issuances of $1,454,000 increased shareholders’ equity, while stock repurchases of $1,015,000 and dividends of $2,295,000 decreased shareholders’ equity. Stock issuance was primarily related to dividend reinvestment and exercise of stock options. The per share book value of shareholders’ equity was $14.10 at June 30, 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 June 30, 2005   $78,637   $78,637   $86,846  
Required Regulatory Capital  $32,952   $26,705   $53,410  
Capital in Excess of Regulatory Minimums  $45,685   $51,932   $33,436  
 
 
Capital Ratios at June 30, 2005  9.55% 11.78% 13.01%
Regulatory Capital Ratios - Minimum Requirement  4.00% 4.00% 8.00%

10


Results of Operations

Three Months Ended June 30, 2005

For the second quarter of 2005, net income was $2,508,000, basic earnings per share were $0.47, and diluted earnings per share were $0.46, compared to $2,565,000, $0.44, and $0.43 for the second quarter of 2004. The lower earnings level in this year’s second quarter was mainly a result of a decrease of $416,000 in mortgage loan sale gains, and higher operating expenses which increased $136,000.

Average earning assets increased $36.7 million, or 5.0%, from the second quarter of 2004 to the same period of 2005. The yield on earning assets increased 45 basis points, to 6.41%, for the quarter ended June 30, 2005, compared to 5.96% for the quarter ended June 30, 2004. The cost of funding related liabilities also increased, rising 47 basis points when comparing the three month periods ended June 30th, from 1.55% in 2004, to 2.02% 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 2 basis points, from 4.41% in 2004 to 4.39% in 2005. The net interest margin was also affected by the Corporation’s capital restructuring efforts in 2004, which benefited earnings per share, but had a negative impact on the net interest margin, as expected. Net interest income increased $376,000 to $8.3 million in the second three months of 2005 compared to the same period in 2004.

The provision for loan losses increased $13,000, when the second quarter of 2005 is compared to the same quarter of 2004. 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 most affected by current risks in the economic and political environment and the review of 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 2005 decreased by $13,000 to $106,000, when compared to $119,000 in the same period of 2004.

Total non-interest income decreased $224,000, or 7.9%, when the second quarter of 2005 is compared to the same period in 2004. Mortgage refinance activity that occurred in the second quarter of 2004 resulted in an unsustainably high level of mortgage gains. The second quarter of 2005 saw a lower level of re-finance activity, producing mortgage gains of $431,000, a drop of $416,000, or 49.1%, compared with the same period in 2004. Mortgage servicing income increased $86,000 as a result of fewer prepayments on serviced mortgages. Service charges on deposit accounts for the three month period ended June 30, 2005 were $80,000, or 11.4%, higher than the same period of 2004.

Total non-interest expense increased $223,000, or 3.2%, when comparing the three month periods ended June 30, 2005 and 2004. Salaries and employee benefits were basically unchanged from the 2004 level. Other miscellaneous non-interest expense increased $179,000, or 8.9%, when the second three months of 2005 are compared to the same period of 2004. An increase of $61,000 in this area resulted from the Corporation’s non-banking subsidiaries and was offset by higher revenues from these operations.

Federal Income tax expense decreased $27,000, or 2.2%, reflecting reduced taxes as a result of lower earnings and a lower effective tax rate.

Six Months Ended June 30, 2005

For the first six months of 2005, net income was $4,645,000, basic earnings per share were $0.87, and diluted earnings per share were $0.85, compared to $5,246,000, $0.89, and $0.87 for the same period of 2004. The lower earnings level in this year’s second quarter was mainly a result of a decrease of $745,000 in mortgage loan sale gains, and higher operating expenses which increased $836,000.

11


Average earning assets increased $33.8 million, or 4.4%, when the first half of 2004 is compared with the same period of 2005. The yield on earning assets increased 33 basis points, to 6.34%, for the six months ended June 30, 2005, compared to 6.01% for the six months ended June 30, 2004. The cost of funding related liabilities also increased, rising 38 basis points when comparing the periods ending June 30, from 1.56% in 2004, to 1.93% 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 5 basis points, from 4.46% in 2004 to 4.41% in 2005. The net interest margin was also affected by the Corporation’s capital restructuring efforts in 2004, which benefited earnings per share, but had a negative impact on the net interest margin, as expected. Net interest income increased $511,000 to $16.3 million in 2005 compared to the same period in 2004.

The provision for loan losses increased $212,000 when the first half of 2005 is compared to the same period of 2004. Provision expense in 2004‘s first half was a negative $131,000, which had resulted from a partial pay off of a single commercial loan for which a specific allocation of allowance had been established, compared with expense of $81,000 in 2005. Management’s quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses is described in the second quarter results discussion. Net charge-offs for the year to date period of 2005 were $567,000, compared with $263,000 in the same period of 2004. The higher level of charge offs in 2005 was primarily due to a single credit that was charged off in the first quarter of the year and had specific reserves set aside.

Total non-interest income decreased $376,000, or 7.3%, when the first half 2005 is compared to the same period in 2004. Mortgage refinance activity that occurred in the first six months of 2004 resulted in an unsustainably high level of mortgage gains. The first half of 2005 saw a lower level of re-finance activity, producing mortgage gains of $886,000, a drop of $745,000, or 45.7%, compared with the same period in 2004. Mortgage servicing income increased $154,000 as a result of fewer prepayments on serviced mortgages. Service charges on deposit accounts for the six month period ended June 30, 2005 were $151,000, or 11.2%, higher than the same period of 2004.

Total non-interest expense increased $836,000, or 6.2%, when comparing the six month periods ended June 30, 2005 and 2004. Salaries and employee benefits were down slightly from the 2004 level showing a decrease of $56,000. Other miscellaneous non-interest expense increased $758,000, or 21.3%, when the first half of 2005 is compared to the same period of 2004. An increase of $149,000 in this area resulted from the Corporation’s non-banking subsidiaries and was offset by higher revenues from these operations. Audit costs increased $170,000 from the prior year as the Corporation completed its 2004 required review of internal control to comply with the new Sarbanes-Oxley Act requirements and incurred costs relating to the current year’s testing. The remaining increase was caused by a variety of items including conversions and related technology expense for improving the Corporation’s internet banking service, and other technology and marketing related costs.

Federal Income tax expense decreased $312,000, or 12.5%, 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, 2004 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 12 of the Corporation’s Form 10K Annual Report, and is incorporated herein by reference.

Critical Accounting Policies

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. 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 Corporation’s significant accounting policies are discussed in detail in Managements Discussion and Analysis on pages 12 through 14 in the Corporation’s annual report to shareholders for the year ended December 31, 2004.

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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 10 and 11 and “Quantitative and Qualitative Disclosure About Market Risk” on pages 14 and 15 in the registrant’s annual report to shareholders for the year ended December 31, 2004, 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, 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 Corporation manages this risk with static GAP analysis and simulation modeling. The Corporation does not believe that there has been a material change in the nature of the Corporation’s primary market risk exposures, including the categories of market risk to which the Corporation is exposed and the particular markets that present the primary risk of loss to the Corporation. As of the date of this Form 10-Q Quarterly Report, the Corporation does not know of nor expect there to be any material change in the general nature of its primary market risk exposure in the near term.

The methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q quarterly report, the Corporation does not expect to change those methods in the near term. However, the Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

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

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Item 4. Controls and Procedures

a)  Evaluation of Disclosure Controls and Procedures

  On August 3, 2005, the Corporation’s Chief Executive Officer and Chief Financial Officer reported on the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) 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, 2005 is as follows: “Based on our knowledge and the most recent evaluation, we believe the disclosure controls and procedures 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 4. Submission of Matters to a Vote of Security Holders

The annual meeting was held on April 25, 2005. At the meeting, two directors were elected, each for a three year term, and the shareholders approved an amendment to the Articles of Incorporations increasing the registrant’s authorized common stock from 10,000,000 to 20,000,000 shares. The votes were as follows:

Director Nominee: Term Expires:      For: Withheld:
Edward B. Grant   2008   4,111,971   24,285  
Samuel A. Smith  2008  4,114,706  21,550  

Increase in Authorized Common Stock:

                            For:              Against: Abstained:
3,932,607   142,589   54,536  

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.


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Item 6.                                        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: August 8, 2005





Date: August 8, 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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