10-Q 1 k07594e10vq.htm QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2006 e10vq
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
    For the quarterly period ended June 30, 2006
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
o   For the transition period from                                  to                                .
Commission file number: 000-14209
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
     
Michigan   38-2633910
(State of Incorporation)   (I.R.S. Employer Identification No.)
     
311 Woodworth Avenue
Alma, Michigan
(Address of principal executive offices)
  48801
(Zip Code)
Registrant’s telephone number, including area code: (989) 463-3131
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No þ interceptions or interference.
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the 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 such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12-b-2).
Large accelerated filer o     Accelerated filer þ      Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Common stock outstanding at July 31, 2006: 6,288,716 shares.
 
 

 


 

INDEX
         
PART I. FINANCIAL INFORMATION
       
 
       
  Page 3
 
       
  Page 11
 
       
  Page 15
 
       
  Page 16
 
       
       
 
       
  Page 17
 
       
  Page 17
 
       
  Page 17
 
       
  Page 18
 
       
  Page 19
 
       
  Page 20
 Form of Stock Option Agreement 2006 Stock Compensation Plan
 Form of Restricted Stock Agreement 2006 Stock Compensation Plan
 Certificate of the Chief Executive Officer to Section 302
 Certificate of the Chief Financial Officer to Section 302
 Certificate of the CEO anf CFO to Section 906

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Item 1: Financial Statements (UNAUDITED)
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2006 AND DECEMBER 31, 2005
(Dollars in thousands)
UNAUDITED
                 
    June 30,     December 31,  
    2006     2005  
ASSETS
               
Cash and due from banks
  $ 30,065     $ 36,037  
Short term investments
    4,141       17,295  
 
           
Total Cash and Cash Equivalents
    34,206       53,332  
 
               
Securities available for sale
    68,916       73,811  
Federal Home Loan Bank stock
    6,506       6,309  
Loans held for sale
    468       293  
Loans, net of allowance for loan losses of $11,621 at June 30, 2006 and $11,559 at December 31, 2005
    900,075       867,065  
Premises and equipment, net
    19,992       19,477  
Acquisition goodwill
    19,888       19,888  
Other intangibles
    3,374       3,710  
Accrued interest receivable and other assets
    18,230       17,233  
 
           
 
               
TOTAL ASSETS
  $ 1,071,655     $ 1,061,118  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
LIABILITIES
               
Deposits:
               
Noninterest bearing accounts
  $ 130,940     $ 130,556  
Interest bearing accounts:
               
Demand
    163,988       187,398  
Savings
    134,691       133,584  
Time
    380,686       359,567  
 
           
Total Deposits
    810,305       811,105  
 
               
Securities sold under agreements to repurchase and overnight borrowings
    40,452       43,311  
Federal Home Loan Bank advances
    91,633       83,044  
Notes Payable
    73       7,590  
Subordinated Debentures
    20,620       10,310  
Accrued interest and other liabilities
    13,033       12,181  
 
           
Total Liabilities
    976,116       967,541  
 
               
SHAREHOLDERS’ EQUITY
               
Preferred stock; no par value, 300,000 shares authorized, none issued Common Stock; 20,000,000 shares authorized, 6,266,038 shares issued and outstanding ( 6,278,035 at December 31, 2005)
    87,276       87,634  
Retained earnings
    8,734       6,198  
Accumulated other comprehensive income/(loss)
    (471 )     (255 )
 
           
Total Shareholders’ Equity
    95,539       93,577  
 
           
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 1,071,655     $ 1,061,118  
 
           
See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
JUNE 30, 2006 AND 2005
(Dollars in thousands except per share data)
UNAUDITED
                 
    Three Months Ended June 30,  
    2006     2005  
Interest Income:
               
Interest and fees on loans
  $ 16,688     $ 11,353  
Securities
               
Taxable
    540       504  
Exempt from Federal Income Tax
    241       231  
Short term investments
    76       30  
 
           
Total Interest Income
    17,545       12,118  
Interest Expense:
               
Deposits
    5,463       2,617  
FHLB advances and other
    1,608       1,105  
Subordinated Debt
    349       132  
 
           
Total Interest Expense
    7,420       3,854  
Net Interest Income
    10,125       8,264  
Provision for loan losses
    200       73  
 
           
Net Interest Income after provision for loan losses
    9,925       8,191  
Noninterest Income:
               
Gain on sale of mortgage loans
    362       431  
Service charges on deposit accounts
    1,016       783  
Gain on sale of securities
    1       17  
Mortgage servicing, net of amortization
    120       30  
Other
    1,499       1,336  
 
           
Total Noninterest Income
    2,998       2,597  
Noninterest Expense:
               
 
               
Salaries and employee benefits
    4,627       3,836  
Occupancy and equipment
    1,231       969  
Amortization of intangibles
    168       75  
Other
    2,718       2,214  
 
           
Total Noninterest Expense
    8,744       7,094  
 
               
Income before federal income taxes
    4,179       3,694  
Federal income taxes
    1,280       1,186  
 
           
 
               
NET INCOME
  $ 2,899     $ 2,508  
 
           
 
               
Comprehensive Income
  $ 2,807     $ 2,703  
 
           
 
               
Basic Earnings Per Share
  $ 0.46     $ 0.45  
 
           
 
               
Diluted Earnings Per Share
  $ 0.46     $ 0.44  
 
           
 
               
Dividends Per Share
  $ 0.225     $ 0.210  
 
           
See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
JUNE 30, 2006 AND 2005
(Dollars in thousands except per share data)
UNAUDITED
                 
    Six Months Ended June 30,  
    2006     2005  
Interest Income:
               
Interest and fees on loans
  $ 32,531     $ 22,200  
Securities
               
Taxable
    1,053       962  
Exempt from Federal Income Tax
    489       479  
Short term investments
    187       64  
 
           
Total Interest Income
    34,260       23,705  
Interest Expense:
               
Deposits
    10,407       4,860  
FHLB advances and other
    3,141       2,181  
Subordinated Debt
    646       252  
 
           
Total Interest Expense
    14,194       7,293  
Net Interest Income
    20,066       16,412  
Provision for loan losses
    385       81  
 
           
Net Interest Income after provision for loan losses
    19,681       16,331  
Noninterest Income:
               
Gain on sale of mortgage loans
    610       886  
Service charges on deposit accounts
    1,938       1,503  
Gain on sale of securities
    7       29  
Mortgage servicing, net of amortization
    204       78  
Other
    2,522       2,314  
 
           
Total Noninterest Income
    5,281       4,810  
Noninterest Expense:
               
Salaries and employee benefits
    9,185       7,723  
Occupancy and equipment
    2,503       1,985  
Amortization of intangibles
    336       151  
Other
    5,211       4,451  
 
           
Total Noninterest Expense
    17,235       14,310  
Income before federal income taxes
    7,727       6,831  
Federal income taxes
    2,404       2,186  
 
           
 
               
NET INCOME
  $ 5,323     $ 4,645  
 
           
 
               
Comprehensive Income
  $ 5,107     $ 4,410  
 
           
 
               
Basic Earnings Per Share
  $ 0.85     $ 0.83  
 
           
 
               
Diluted Earnings Per Share
  $ 0.84     $ 0.81  
 
           
 
               
Dividends Per Share
  $ 0.445     $ 0.410  
 
           
See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED
JUNE 30, 2006 AND 2005
(Dollars in thousands)
UNAUDITED
                 
    Six months ended June 30,  
    2006     2005  
OPERATING ACTIVITIES
               
Net income
  $ 5,323     $ 4,645  
Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses
    385       81  
Depreciation of premises and equipment
    1,228       976  
Loss on sale of fixed assets
    8       0  
Net amortization of security premiums/discounts
    44       82  
Gain on sale of securities
    (7 )     (29 )
Amortization of intangibles
    336       151  
Stock option and stock grant compensation expense
    121       0  
Gain on sale of mortgage loans
    (610 )     (886 )
Proceeds from sales of mortgage loans
    26,496       40,396  
Loans originated for sale
    (26,061 )     (39,074 )
Increase in accrued interest receivable and other assets
    (886 )     539  
Increase in accrued interest payable and other liabilities
    852       1,308  
 
           
NET CASH PROVIDED BY OPERATING ACTIVITIES
    7,229       8,192  
 
               
INVESTING ACTIVITIES
               
Proceeds from sale of securities available for sale
    0       66  
Proceeds from maturities and calls of securities available for sale
    17,051       7,168  
Purchases of securities available for sale
    (12,520 )     (12,971 )
Purchases of FHLB stock
    (197 )     (208 )
Net increase in portfolio loans
    (33,395 )     (15,039 )
Net purchases of premises and equipment
    (1,751 )     (444 )
 
           
NET CASH USED IN INVESTING ACTIVITIES
    (30,812 )     (21,428 )
 
               
FINANCING ACTIVITIES
               
Net increase/(decrease) in deposits
    (800 )     20,587  
Decrease in securities sold under agreements to repurchase and other short term borrowings
    (2,859 )     (4,726 )
Repayment of notes payable and other borrowings
    (7,517 )     (20 )
Repayment of Federal Home Loan Bank borrowings
    (5,131 )     (3,354 )
Proceeds from Federal Home Loan Bank borrowings
    13,720       8,200  
Proceeds from subordinated debentures
    10,310       0  
Cash proceeds from issuance of common stock
    1,437       1,454  
Purchase of common stock
    (1,916 )     (1,015 )
Cash dividends
    (2,787 )     (2,295 )
 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES
    4,457       18,831  
 
               
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    (19,126 )     5,595  
Cash and cash equivalents at beginning of period
    53,332       25,772  
 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 34,206     $ 31,367  
 
           
 
               
Supplemental Disclosure
               
Interest Paid
  $ 13,705     $ 7,003  
Income Taxes Paid
  $ 2,525     $ 1,225  
See notes to consolidated financial statements.

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FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
UNAUDITED
NOTE 1— 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. and 1st Investors Title, LLC), Firstbank — Lakeview, Firstbank — St. Johns, Keystone Community Bank (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 and six month periods ended June 30, 2006, are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. The balance sheet at December 31, 2005, 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, 2005.
Stock Compensation
The Firstbank Corporation Stock Option Plans of 1993, 1997 and 2006 (“Plans”), as amended, provide for the grant of 377,130, 565,522 and 300,000 shares of stock, respectively, in either restricted form or under option. Options may be either incentive stock options or nonqualified stock options. The Plan of 1993 terminated April 26, 2003. The 1997 Plan will terminate April 28, 2007. The 2006 Plan will terminate February 27, 2016. The Board, at its discretion, may terminate any or all of the Plans prior to the Plans’ termination dates.
Each option granted under the Plans may be exercised in whole or in part during such period as is specified in the option agreement governing that option. Options may only be issued with exercise prices equal to, or greater than, the stock’s market value on the date of issuance. The length of time available for a nonqualified stock option to be exercised is governed by each option agreement, but has not been more than ten years from the grant date.
Statement of Financial Accounting Standards No. 123R requires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. This applies to outstanding awards vesting, granted or modified after January 1, 2006. The effect on results of operations will depend on the level of future options grants and the calculation of the fair value of the options grated at such future date, as well as the vesting periods provided, and so cannot currently be predicted. Existing options that will vest after adoption date are expected to result in additional compensation expense of approximately $214,000 in 2006, $100,000 in 2007, $53,000 in 2008, and $23,000 in 2009 and $7,000 in 2010.
Beginning with the first quarter of 2006 stock-based compensation cost is reflected in net income using the fair value method, as required by Statement of Financial Accounting Standards No. 123R - Share based Payments. Prior to the first quarter of 2006, stock-based compensation cost was reflected as a footnote adjustment to net income, as allowed by FASB Statement No. 123, Accounting for Stock-Based Compensation. All options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. There were no grants of stock options in the first two quarter of 2006, or 2005.

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Activity under the plans:
                         
    Six months ended June 30, 2006
    Total options outstanding
            Weighted   Weighted
            Average   Average Fair
    Shares   Exercise Price   Value
Options outstanding, beginning of period
    448,568     $ 20.23     $ 2.86  
Granted
    0              
Exercised
    (22,737 )   $ 14.36     $ 8.73  
Forfeited
    (2,885 )   $ 25.93        
Options outstanding, end of period
    422,946     $ 20.50     $ 2.59  
Options exercisable, end of period
    275,366     $ 18.58     $ 4.51  
The aggregate intrinsic value of all options outstanding at June 30,2006 was $1.5 million. The aggregate intrinsic value of all options that were exercisable at June 30, 2006 was $1.4 million.
Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:
                 
    Six months ended June 30,
(dollars in thousands)   2006   2005
Proceeds of options exercised
  $ 327     $ 406  
Related tax benefit recognized
  $ 111     $ 138  
Intrinsic value of options exercised
  $ 198     $ 306  
Options outstanding at June 30, 2006 were as follows:
                                         
    Options outstanding     Exercisable  
            Weighted     Weighted             Weighted  
            Average     Average             Average  
            Exercise     Contractual             Exercise  
Range of exercise prices   Shares     Price     Life (years)     Shares     Price  
$4.92  –  $12.00
    10,028     $ 9.87       0.60       10,028     $ 9.87  
$12.01 – $16.00
    119,819     $ 14.63       3.82       112,066     $ 14.66  
$16.01 – $21.00
    69,652     $ 18.76       5.36       53,516     $ 18.34  
$21.01 –   27.49
    223,447     $ 24.68       6.98       99,756     $ 23.99  
 
                                   
Total
    422,946     $ 20.50       5.67       275,366     $ 18.58  
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.
                 
Periods ended June 30, 2005            
(Dollars in thousands except per share data)   Three months     Six months  
Net Income as Reported
  $ 2,508     $ 4,645  
Less: Value Determined Under Fair Value Based Method (net of taxes)
    47       93  
Amount Expensed in the Period (net of taxes)
    0       0  
 
           
Pro Forma Net Income
  $ 2,461     $ 4,552  
 
               
Basic Earnings per Share as Reported
  $ 0.45     $ 0.83  
Pro Forma Basic Earnings per Share
  $ 0.44     $ 0.81  
 
               
Diluted Earnings per Share as Reported
  $ 0.44     $ 0.82  
Pro Forma Diluted Earnings per Share
  $ 0.43     $ 0.80  

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Newly Issued, Not Yet Effective Accounting Standard
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition and measurement threshold for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has not completed its evaluation of the impact of the adoption of FIN 48.
NOTE 2 — 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,     December 31,  
    2006     2005  
Nonperforming loans:
               
Nonaccrual loans
  $ 5,877     $ 4,770  
Loans 90 days or more past due
    1,504       2,440  
Renegotiated loans
    0       0  
 
           
Total nonperforming loans
  $ 7,381     $ 7,210  
 
               
Property from defaulted loans
  $ 1,351     $ 1,020  
 
               
Nonperforming loans as a percent of total loans*
    0.81 %     0.82 %
Nonperforming loans plus Other Real Estate as a percent of total loans* plus Other Real Estate
    0.98 %     0.94 %
Nonperforming assets as a percent of total assets
    0.82 %     0.78 %
Analysis of the Allowance for Loan Losses
(Dollars in Thousands)
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Balance at beginning of period
  $ 11,562     $ 10,127     $ 11,559     $ 10,581  
Charge-offs
    (221 )     (210 )     (514 )     (886 )
Recoveries
    80       104       191       319  
 
                       
Net charge-offs
    (141 )     (106 )     (323 )     (568 )
Provision for loan losses
    200       73       385       81  
 
                       
Balance at end of period
  $ 11,621     $ 10,094     $ 11,621     $ 10,094  
 
                       
 
                               
Average total loans* outstanding during the period
  $ 900,802     $ 678,835     $ 892,200     $ 674,539  
Allowance for loan loss as a percent of total loans*
    1.27 %     1.47 %     1.27 %     1.47 %
Allowance for loan loss as a percent of nonperforming loans
    157 %     356 %     157 %     356 %
Net Charge-offs^ as a percent of average loans*
    0.06 %     0.06 %     0.07 %     0.17 %
 
*   All loan ratios exclude loans held for sale
 
^   Annualized

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NOTE 3 — BASIC AND DILUTED EARNINGS PER SHARE
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
(Dollars in Thousands Except per Share Data)   2006     2005     2006     2005  
Earnings per share
                               
Net income
  $ 2,899     $ 2,508     $ 5,323     $ 4,645  
Weighted average common shares outstanding
    6,271       5,602       6,271       5,598  
 
                               
Basic Earnings per Share
  $ 0.46     $ 0.45     $ 0.85     $ 0.83  
 
                       
 
                               
Earnings per share assuming dilution
                               
Net income
  $ 2,899     $ 2,508     $ 5,323     $ 4,645  
Weighted average common shares outstanding
    6,271       5,602       6,271       5,598  
Add dilutive effect of assumed exercises of options
    37       95       37       105  
 
                       
Weighted average common and dilutive potential common shares outstanding
    6,308       5,697       6,308       5,703  
 
                               
Diluted Earnings per Share
  $ 0.46     $ 0.44     $ 0.84     $ 0.81  
 
                       
Stock options for 109,098 shares for the three and six month periods of 2005, and 169,031 shares for the three and six month and periods of 2006, were not considered in computing diluted earnings per share because they were antidilutive.

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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. and 1st Investors Title, LLC), Firstbank — Lakeview, Firstbank — St. Johns, Keystone Community Bank (collectively the “Banks”) and Gladwin Land Company, Inc.
Subsequent events
The Corporation signed an agreement to sell a its Gladwin Land appraisal business in its continuing efforts to reduce under-productive expenses. The sale closed on August 1, and will not have a material impact on earnings in the third quarter.
Financial Condition
Total assets increased $10.5 million, or 1.0%, during the first six months of 2006. Cash and cash equivalents decreased $19.1 million, or 35.9%. Securities available for sale were lower, decreasing $4.9 million, or 6.6%, from December 31, 2005.
Total portfolio loans increased $33.1 million, or 3.8%, during the first six months of 2006. Average total loans were 3.7% higher in the second quarter of 2006 when compared with the fourth quarter of 2005. Residential mortgages were $9.8 million, or 3.6% 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 increased $6.9 million, or 11.2%. Commercial and commercial real estate loans were also higher, increasing $13.4 million, or 7.3%, from December 31, 2005.
Net charge-offs of loans were $323,000 in the first six months of 2006 compared to $568,000 in the first six months of 2005. The lower level of charge-offs this year was primarily due to the charge off of a single commercial loan in early 2005 which had been previously identified as a problem loan and had a specific allowance allocation. The year-to-date ratio of net charge-offs of loans (annualized) to average loans was 0.07% in 2006 compared to 0.17% in the same period of 2005. During the first two quarters of 2005, favorable developments and pay downs relating to a small number of problem credits allowed the Corporation to keep its provision expense low, at $81,000. Provision expense in the first half of 2006 was $385,000, as the Corporation provided additional reserves for loans which show increasing signs of weakness, growth in its loan portfolios, and for charged off loans that were not specifically reserved for in the remainder of the portfolio.
Non-performing loans as a percent of total loans was 0.81% at June 30, 2006, compared with 0.82% at year end 2005. Nonperforming loans were at a similar level as 2005 year end, but continue to run higher than the year ago period, primarily due to a single credit which was placed into nonaccrual status in the fourth quarter of 2005, as previously disclosed.
At June 30, 2006, the allowance as a percentage of average outstanding loans was 1.27% compared with 1.47% at the same point a year earlier. Management continues to maintain the allowance for loan losses at a level considered adequate 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 core deposits increased $13.1 million or 1.8%, during the six months of 2006. Increases of $35.2 million, or 12.8%, in time deposits and $986,000 in savings deposits more than offset seasonal declines in interest bearing demand deposits of $23.4 million, or 12.5%. Wholesale CD’s decreased of $13.9 million or 16.6%. Non-interest bearing demand deposits grew by $384,000, or 0.3% from year end levels.
For the six month period ended June 30, 2006, securities sold under agreements to repurchase and overnight borrowings decreased $2.9 million, or 6.6%, due to normal fluctuations in customer cash flows and less reliance on overnight borrowing. Federal Home Loan Bank advances and notes payable increased $1.1 million compared with year end 2005. The Corporation issued $10.3 million of subordinated debt in January of this

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year through a special purpose trust which was formed to issue trust preferred securities. This method of issuing debt provides the Corporation with additional funding as well as providing it with regulatory capital. The subordinated debt carries a rate of 6.049% for five years, at which time it converts to the current 90 day LIBOR rate plus 1.27%.
Total shareholders’ equity increased $2.0 million, or 2.1%, during the first six months of 2006. Net income of $5.3 million and stock issuances of $1.4 million increased shareholders’ equity, while stock repurchases of $1,916,000 and dividends of $2.8 million 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 $15.25 at June 30, 2006, increasing 2.3% from $14.91 at December 31, 2005.
The following table discloses compliance with current regulatory capital requirements on a consolidated basis:
                         
                    Total Risk-
            Tier 1   Based
(Dollars in Thousands)   Leverage   Capital   Capital
Capital Balances at June 30, 2006
  $ 93,465     $ 93,465     $ 103,920  
Required Regulatory Capital
  $ 41,757     $ 35,477     $ 70,954  
Capital in Excess of Regulatory Minimums
  $ 51,708     $ 57,988     $ 32,966  
 
                       
Capital Ratios at June 30, 2006
    8.95 %     10.54 %     11.72 %
Regulatory Capital Ratios — Minimum Requirement
    4.00 %     4.00 %     8.00 %
Results of Operations
Three Months Ended June 30, 2006
For the second quarter of 2006, net income was $2,899,000, basic and diluted earnings per share were $0.46, compared to $2,508,000, $0.45, and $0.44 for the second quarter of 2005. Included in second quarter 2006 earnings is a gain on the sale of a 45% minority interest in the company’s title insurance subsidiary of $274,000 or $0.03 per share. The comparison of this year’s second quarter to last year is also effected by the addition of Keystone Community Bank through the acquisition of Keystone Financial Corporation, completed on October 1, 2005.
Average earning assets increased $214.8 million, or 28.0%, from the second quarter of 2005 to the same period of 2006. The yield on earning assets increased 83 basis points, to 7.24%, for the quarter ended June 30, 2006, compared to 6.41% for the quarter ended June 30, 2005. The cost of funding related liabilities also increased, rising 102 basis points when comparing the three month periods ended June 30th, from 2.01% in 2005, to 3.03% in 2006. 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 decreased by 19 basis points, from 4.40% in 2005 to 4.21% in 2006. This year’s second quarter net interest margin, as compared to the prior year, was negatively impacted by six basis points due to the cost of funding the cash portion of the purchase consideration for the Keystone acquisition. Net interest income increased $1.9 million to $10.1 million in the second quarter of 2006 compared with the same period of 2005.
The provision for loan losses increased $127,000, when the second quarter of 2006 is compared to the same quarter of 2005. In the second quarter of 2005, the Corporation was able to provide just $73,000 to its allowance for loan loss reserve as a result of pay offs and pay downs of loans with established specific reserves. The second quarter of 2006 provision for loan loss was at a more normal level of $200,000. Net charge-offs for the second quarter of 2006 increased by $35,000 to $141,000, when compared to $106,000 in the same period of 2005. 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

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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.
Total non-interest income increased $401,000, or 15.4%, when the second quarter of 2006 is compared to the same period in 2005. The 2006 second quarter includes the $274,000 gain on the sale of a minority interest in the company’s title insurance subsidiary mentioned previously. Service charges on deposit accounts for the three month period ended June 30, 2006 were $233,000, or 22.9%, higher than the same period of 2005. Mortgage origination activity that occurred in the second quarter of 2005 resulted in a higher level of mortgage gains than occurred in this year’s second quarter. With interest rates moving higher throughout the last twelve months, the second quarter of 2006 saw minimal re-finance activity resulting in mortgage gains of just $362,000, a decrease of $69,000, or 19.1%, compared with the same period in 2005. Mortgage servicing income on the other hand increased $90,000 as a result of fewer prepayments on serviced mortgages. Other non-interest income, which includes the gain on the sale of a minority interest in the company’s title insurance subsidiary mentioned above, increased $163,000 when the second quarter of 2006 is compared with the same period of 2005.
Total non-interest expense increased $1.7 million, or 19.3%, when comparing the three month periods ended June 30, 2006 and 2005. Salaries and employee benefits were $791,000 higher than the 2005 level. Occupancy and equipment costs increased $262,000, or 21.3%, from the prior year’s second quarter. Amortization of intangibles was $93,000 higher than the previous year, increasing to $168,000 for the second quarter. Other miscellaneous non-interest expense increased $497,000, or 22.4%, when the second quarter of 2006 is compared to the same period of 2005. The increases in these four categories were primarily a result of the inclusion of Keystone’s cost in this year’s second quarter.
Federal Income tax expense increased $94,000, or 7.4%, reflecting increased taxes as a result of higher earnings. In the second quarter of 2006, Management reviewed its tax asset and liability accounts in order to reassess previous estimates of contingent tax positions. As a result of this review, the Corporation’s accrual rate for federal income tax was lowered to achieve its full year target effective tax rate.
Six Months Ended June 30, 2006
For first six months of 2006, net income was $5,323,000, basic earnings per share were $0.85, and diluted earnings per share were $0.84, compared to $4,645,000, $0.83, and $0.81 for the first six months of 2005. Include in the 2006 results is a gain on the sale of a 45% minority interest in the company’s title insurance subsidiary of $274,000 or $0.03 per share. The comparison of this year’s first half to last year is also effected by the addition of Keystone Community Bank through the acquisition of Keystone Financial Corporation, completed on October 1, 2005.
Average earning assets increased $216.9 million, or 28.4%, from the half of 2005 to the same period of 2006. The yield on earning assets increased 78 basis points, to 7.12%, for the period ended June 30, 2006, compared to 6.34% for the first half of 2005. The cost of funding related liabilities also increased, rising 99 basis points when comparing the six month periods ended June 30th, from 1.93% in 2005, to 2.92% in 2006. 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 decreased by 22 basis points, from 4.42% in 2005 to 4.20% in 2006. This year’s year-to-date net interest margin, as compared to the prior year, was negatively impacted by six basis points due to the cost of funding the cash portion of the purchase consideration for the Keystone acquisition. Net interest income increased $3.7 million to $20.1 million in the first half of 2006 compared with the same period of 2005.
The provision for loan losses increased $304,000, when the first six months of 2006 is compared to the same period of 2005. In the first half of 2005, the Corporation was able to provide just $81,000 to its allowance for loan loss reserve as a result of pay offs and pay downs of loans with established specific reserves. For the first six months of 2006, provision for loan loss was at a more normal level of $385,000, roughly offsetting net charge offs of $323,000. Net charge-offs for the first six months of 2005 were $568,000, which included one large charge off, for which specific allowance allocations had been previously established. 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

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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.
Total non-interest income increased $471,000, or 9.8%, when year-to-date 2006 is compared to the same period in 2005. The 2006 results include the $274,000 gain on the sale of a minority interest in the company’s title insurance subsidiary previously mentioned. Excluding the gain, non-interest income would have increased $197,000 or 4.1%. Service charges on deposit accounts for the six month period ended June 30, 2006 were $435,000, or 28.9%, higher than the same period of 2005. Mortgage origination activity that occurred in the first half of 2005 resulted in a higher level of mortgage gains than occurred in the current year. With interest rates moving higher throughout the last twelve months, the first half of 2006 saw minimal re-finance activity resulting in mortgage gains of $610,000, a decrease of $276,000, or 31.2%, compared with the same period in 2005. Mortgage servicing income on the other hand increased $126,000 as a result of fewer prepayments on serviced mortgages. Other non-interest income, which includes the $274,000 gain on the sale of a minority interest in the company’s title insurance subsidiary mentioned above, increased $208,000 when the first six months of 2006 are compared with the same period of 2005.
Total non-interest expense increased $2.9 million, or 20.4%, when comparing the six month periods ended June 30, 2006 and 2005. Salaries and employee benefits were $1.5 million higher than the 2005 level. Occupancy and equipment costs increased $518,000, or 26.1%, from the prior year. Amortization of intangibles was $185,000 higher than the previous year, increasing to $336,000 for the year. Other miscellaneous non-interest expense increased $749,000, or 17.0%, when the six months of 2006 are compared to the same period of 2005. The increases in these four categories were primarily a result of the inclusion of Keystone’s cost in this year’s first six months.
Federal Income tax expense increased $218,000, or 14.6%, reflecting increased taxes as a result of higher earnings. In the second quarter of 2006, Management reviewed its tax asset and liability accounts in order to reassess previous estimates of contingent tax positions. As a result of this review, the Corporation’s accrual rate for federal income tax was lowered to achieve its full year target 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, 2005 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 pages 13 and 14 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, determination of purchase accounting adjustments, 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 14 through 16 in the Corporation’s annual report to shareholders for the year ended December 31, 2005.

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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 12 and 13 and “Quantitative and Qualitative Disclosure About Market Risk” on pages 16 and 17 in the registrant’s annual report to shareholders for the year ended December 31, 2005, 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, 2005.
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. While commercial customer preferences have begun to shift from variable rate to fixed rate loans, 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 7, 2006, 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, 2006 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 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
On November 25, 2003, the Corporation announced a repurchase plan that authorized share repurchases of up to $10 million of Firstbank Corporation common stock. As of December 31, 2003, the Corporation repurchased 8,000 shares of its stock at an average price of $32.21 under the authorization. During 2004 the Company repurchased 106,700 shares of its common stock for an average cost per share of $29.95. During 2005, the Corporation repurchased 37,200 shares of its common stock for an average cost per share of $27.27.
In the first quarter of 2006, the Corporation repurchased 24,500 shares of its common stock in open market transactions under the November 2003 repurchase plan. The shares were purchased at an average price of $23.23 per share. During the second quarter of 2006, the corporation repurchased 57,000 shares of its common stock in open market transactions at an average cost of $23.61. The Corporation has remaining authority to repurchase up to $3,616,068 of market value of its common stock under the November 2003 repurchase plan.
ISSUER PURCHASES OF EQUITY SECURITIES
                                 
                            Maximum
                    Total Number of   Approximate
                    Shares Purchased as   Dollar Value of
                    a Part of Publicly   Shares that May yet
    Total Number   Average Price   Announced Plans   Be Purchased Under
Period   of Shares Purchased   Paid per Share   or Programs   the Approved Plan
April
    0             0     $ 4,962,118  
 
                               
May
    57,000     $ 23.61       57,000     $ 3,616,068  
 
                               
June
    0             0     $ 3,616,068  
 
                               
Total
    57,000     $ 23.23       57,000     $ 3,616,068  
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting was held on April 24, 2006. At the meeting, three directors were elected, each for a three year term, and the shareholders approved the Firstbank Corporation 2006 Stock Compensation Plan. The votes were as follows:
                         
            Vote
Director Nominee:   Term Expires   For:   Withheld:
Jeff A. Gardner
    2009       4,481,643       30,387  
David D. Roslund
    2009       4,479,622       62,408  
Thomas R. Sullivan
    2009       4,356,441       155,589  
Approval of the Firstbank Corporation 2006 Stock Compensation Plan:
                         
    For:   Against:   Abstained:
 
    2,892,086       421,744       56,311  
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
10.1
  Form of Stock Option Agreement 2006 Stock Compensation Plan
 
   
10.2
  Form of Restricted Stock Agreement 2006 Stock Compensation Plan
 
   
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.
         
 
  FIRSTBANK CORPORATION
(Registrant)
   
 
       
Date: August 7, 2006
  /s/ Thomas R. Sullivan    
 
       
 
  Thomas R. Sullivan
President, Chief Executive Officer
(Principal Executive Officer)
   
 
       
Date: August 7, 2006
  /s/ Samuel G. Stone    
 
       
 
  Samuel G. Stone
Executive Vice President, Chief Financial Officer
(Principal Accounting Officer)
   

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EXHIBIT INDEX
     
Exhibit   Description
10.1
  Form of Stock Option Agreement 2006 Stock Compensation Plan
 
   
10.2
  Form of Restricted Stock Agreement 2006 Stock Compensation Plan
 
   
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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