EX-99 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

 

 

NEWS RELEASE

 

Date Submitted: October 24, 2013

Contact: Samuel G. Stone

NASDAQ Symbol:     FBMI   

Executive Vice President and

 

Chief Financial Officer

  (989) 466-7325

                            

FIRSTBANK CORPORATION ANNOUNCES

THIRD QUARTER AND YEAR-TO-DATE 2013 RESULTS

 

Highlights Include:

 

For the first nine months of 2013, diluted earnings per share were $1.06, increasing 29% from $0.82 for the first nine months of 2012

● 

For the third quarter of 2013, diluted earnings per share were $0.35, increasing from $0.31 for the third quarter of 2012 

Merger related expenses recorded in the third quarter of 2013 reduced diluted earnings per share for the quarter and nine-months by $0.07 per share

Provision expense in third quarter of 2013 reduced to zero due to continued improvement in asset quality metrics and strong level of reserves 

Non-accrual loans reduced 5% in the quarter and 30% less than year-ago; other real estate owned reduced 14% from the prior quarter and 28% less than year-ago

Merger with Mercantile Bank Corporation proceeding and expected to complete and be effective January 1, 2014 

Equity ratios remained strong with affiliate banks continuing to exceed regulatory well-capitalized requirements

 

 

Alma, Michigan (FBMI) ---- Thomas R. Sullivan, President and Chief Executive Officer of Firstbank Corporation, announced net income of $2,869,000 for the third quarter of 2013, increasing 5.7% from $2,715,000 for the third quarter of 2012, with net income available to common shareholders of $2,869,000 in the third quarter of 2013 increasing 15.0% from $2,495,000 in the third quarter of 2012. Diluted earnings per share were $0.35 in the third quarter of 2013 compared to $0. 31 in the third quarter of 2012. Returns on average assets and average equity for the third quarter of 2013 were 0. 78% and 8.6%, respectively, compared to 0.72% and 7.4% respectively in the third quarter of 2012.

 

For the first nine months of 2013, net income of $9,075,000 increased 20.4% from $7,536,000 for the first nine months of 2012, with net income available to common shareholders of $8,594,000 in the first nine months of 2013 increasing 32.7% from $6,476,000 in the first nine months of 2012. Diluted earnings per share were $1.06 in the first nine months of 2013 compared to $0.82 in the first nine months of 2012. Returns on average assets and average equity for the first nine months of 2013 were 0.81% and 8.5%, respectively, compared to 0.68% and 6.7% respectively in the first nine months of 2012.

 

Expenses of $738,000 related to the pending merger with Mercantile Bank Corporation were recorded in the third quarter of 2013. These expenses reduced after tax earnings and net income available to common shareholders by $569,000 for both the third quarter of 2013 and the nine months ended September 30, 2013. Correspondingly, they reduced diluted earnings per share for both periods by $0.07 per share.

 

 
 

 

  

Mr. Sullivan stated, “We continued to make great progress on reducing non-accrual loans and other real estate owned. Resolving these situations and getting these non-performing assets removed from our balance sheet allow our lending staff to focus more on developing new relationships and serving existing good customers. We have achieved growth in portfolio loans for two consecutive quarters, which helps our earning asset mix and is a sign of an improving economic environment. However, we do continue to experience more competitive pricing pressure on new and renewed loans, and the improvement in mix in the quarter was not quite enough to offset the pricing pressure. Therefore, we did see a decline in earning asset yield in the quarter. With continued improvement in mix, we would expect to see this negative trend in yield reverse and become positive.

 

“We are proceeding with the previously announced merger with Mercantile Bank Corporation and expect to complete the merger effective January 1, 2014, subject to shareholder and regulatory approvals. Strong improvement in our earnings and asset quality metrics, and our exciting plans for the future are the result of much hard work and dedication to our customers and company by our wonderful staff, and we thank them for their efforts.”

 

Provision for Loan Losses. The provision for loan losses was zero in the third quarter of 2013, compared to the $552,000 amount required in the second quarter of 2013 and the $1,364,000 amount in the year-ago third quarter. Net charge-offs of only $630,000 in the third quarter and the strong level of allowance for loan losses made it unnecessary to provide additional amounts to the allowance in the quarter.

 

Net Interest Income. Net interest income, at $12,855,000 in the third quarter of 2013 was 5.1%, lower than in the third quarter of 2012, as a result of a 17 basis point lower net interest margin compared to the year-ago quarter. Net interest margin in the third quarter of 2013 decreased to 3.82% from 3.89% in the second quarter of 2013. Average portfolio loans grew in the second quarter of 2013, but competitive pricing pressure continued to force yields lower on new and renewed loans. The yield on average earning assets decreased by 8 basis points, to 4.26% in the third quarter of 2013 from 4.34% in the second quarter of 2013. The cost of funds to average earning assets declined by 1 basis point, to 0.44% in the third quarter of 2013 from 0.45% in the second quarter of 2013.

 

Non-interest Income. Total non-interest income, at $2,486,000 in the third quarter of 2013, was 17.6% lower than in the third quarter of 2012, as the anticipated slowdown in mortgage refinance volume materialized. Gain on sale of mortgages, at $894,000 in the third quarter of 2013, decreased 39.1% compared to the second quarter of 2013 and was 46.2% less than the year-ago level. The category of “other” non-interest income, at $444,000 in the third quarter of 2013, was 7.7% less than the amount in the second quarter of 2013, primarily due to reduced CD early withdrawal fees and $40,000 loss on sale of fixed assets related to the sale of former branch properties. This category of “other” non-interest income was 9.6% more than in the third quarter of 2012, primarily due to gain on sale of other real estate of $107,000 in the third quarter of 2013 compared to $64,000 in the third quarter of 2012.

 

Non-interest Expense. Total non-interest expense, at $11,247,000 in the third quarter of 2013, was 1.6% lower than the level in the third quarter of 2012, even with the above mentioned merger related expenses included, and salaries and employee benefits were 1.0% less than in the third quarter of 2012. Occupancy and equipment costs were 5.4% more than the amount in last year’s third quarter mostly due to upgrades of computer equipment. FDIC insurance premium expense, at $233,000 in the third quarter of 2013, was 12.1% less than the level in the third quarter of 2012 due to the timing of expense recognition related to the FDIC’s change in methodology for assessing premiums based on assets rather than deposits. The category of “other” non-interest expense, totaling $3,050,000 in the third quarter of 2013 included a $250,000 expense for adding to the reserve for potential put-back claims related to mortgages previously sold in the secondary market. This reserve now stands at $1 million. In spite of this additional expense, the category of “other” non-interest expense decreased 22.3% compared to the third quarter of 2012, as write-downs of valuations of other real estate owned (OREO) included in the category were $48,000 in the third quarter of 2013, well below the $341,000 amount in the third quarter of 2012, and expenses related to the maintenance of OREO properties declined to $95,000 compared to $172,000.

 

 
 

 

  

Total Assets. Total assets of Firstbank Corporation at September 30, 2013, were $1.477 billion, a decrease of 0.3% from year-ago. Total portfolio loans of $982 million increased 0.8% from the level at June 30, 2013, and reached a level 0.5% above year-ago. Commercial and commercial real estate loans increased 2.0% in the third quarter of 2013, and were 1.1% more than year ago, and real estate construction loans decreased 11.9% from year ago, including a 10.7% decrease in the third quarter of 2013. Residential mortgage loans increased 0.5% in the third quarter of 2013, and were 1.0% more than year ago. Consumer loans increased 1.8% in the third quarter of 2013 and were 3.9% above year ago. Firstbank continues to have ample capital and funding resources to increase loans on its balance sheet. Total deposits as of September 30, 2013, were $1.230 billion, compared to $1.225 billion at September 30, 2012, an increase of 0.4%. Core deposits at September 30, 2013, were 0.7% above the year-ago level, and they increased $22.7 million in the third quarter of 2013, mostly in interest bearing demand deposits.

 

Net Charge-offs. Net charge-offs were $630,000 in the third quarter of 2013, decreasing from $1,161,000 in the second quarter of 2013 and decreasing from $1,554,000 in the third quarter of 2012. In the third quarter of 2013, net charge-offs annualized represented 0.26% of average loans, down significantly from 0.48% in the second quarter of 2013 and 0.63% in the third quarter of 2012.

 

Allowance and Asset Quality. Asset quality metrics continued to improve in the third quarter of 2013, indicating a lesser need for reserves. At the end of the third quarter of 2013 the ratio of the allowance for loan losses to loans was 2.00%, compared to 2.08% at June 30, 2013, and 2.18% at September 30, 2012. Performing adjusted loans (troubled debt restructurings, or TDRs) were $20,170,000 at September 30, 2013, compared to $21,815,000 at June 30, 2013, and $19,619,000 at September 30, 2012. Loans past due over 90 days and accruing interest were $26,000 at September 30, 2013, compared to $18,000 at June 30, 2013, and reduced from the $655,000 amount at September 30, 2012. Non-accrual loans were $11,204,000 at September 30, 2013, a decrease of 5.4% from the level at June 30, 2013, and a decrease of 30.5% from the $16,118,000 amount at September 30, 2012.

 

Other real estate owned decreased to $2,161,000 at September 30, 2013, compared to the $2,504,000 level at June 30, 2013, and was down 28% from the $3,001,000 level at September 30, 2012.

 

Equity to Assets Ratio. The ratio of average equity to average assets remained a strong 9.1% in the third quarter of 2013. The decline in this ratio from 9.7% in the third quarter of 2012 reflects the repurchase and retirement of all remaining preferred stock outstanding during the second quarter of 2013, as reported previously. Firstbank Corporation’s affiliate banks continue to meet or exceed regulatory well-capitalized requirements.

 

Firstbank Corporation, headquartered in Alma, Michigan, is a bank holding company using a community bank local decision-making format with assets of $1.5 billion and 46 banking offices serving Michigan’s Lower Peninsula. Firstbank Corporation has a pending merger with the similarly sized Mercantile Bank Corporation.

 

 
 

 

  

Important Information for Investors

 

Communications in this press release do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger and issuance of Mercantile Bank Corporation common stock in connection with the proposed merger will be submitted to Mercantile’s shareholders for their consideration, and the proposed merger will be submitted to Firstbank’s shareholders for their consideration. On September 17, 2013 Mercantile filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that includes a preliminary joint proxy statement to be used by Mercantile and Firstbank to solicit the required approval of their respective shareholders in connection with the proposed merger, and will constitute a prospectus of Mercantile. Mercantile and Firstbank may also file other documents with the SEC concerning the proposed merger. INVESTORS AND SECURITY HOLDERS OF MERCANTILE AND FIRSTBANK ARE URGED TO READ THE JOINT PROXY STATEMENT AND PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN AND WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the joint proxy statement and prospectus and other documents containing important information about Mercantile and Firstbank, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Firstbank will be available free of charge on Firstbank’s website at www.firstbankmi.com under the tab “Investor Relations.” or by contacting Samuel Stone, Executive Vice President and Chief Financial Officer at (989) 466-7325.  Copies of the documents filed with the SEC by Mercantile will be available free of charge on Mercantile’s website at www.mercbank.com under the tab “Investor Relations.” or by contacting Charles Christmas, Chief Financial Officer, at 616-726-1202.

 

Participants in the Transaction

 

Firstbank, Mercantile and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Mercantile and Firstbank in connection with the proposed transaction. Information about the directors and executive officers of Firstbank is set forth in its proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on March 15, 2013. Information about the directors and executive officers of Mercantile is set forth in its proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on March 15, 2013. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement and prospectus and other relevant materials to be filed with the SEC.

 

 

This press release contains certain forward-looking statements that involve risks and uncertainties. When used in this press release the words “anticipate,” “believe,” “expect,” “hopeful,” “potential,” “should,” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, future business growth, changes in interest rates, loan charge-off rates, demand for new loans, future profitability, and the resolution of problem loans. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive, governmental, regulatory and technological factors affecting the Company's operations, markets, products, services, interest rates and fees for services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

 

 
 

 

 

FIRSTBANK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands except per share data)

UNAUDITED

 

   

Three Months Ended:

   

Nine Months Ended:

 
   

Sep 30

2013

   

Jun 30

2013

   

Sep 30

2012

   

Sep 30

2013

   

Sep 30

2012

 

Interest income:

                                       

Interest and fees on loans

  $ 13,012     $ 13,399     $ 14,145     $ 39,695     $ 43,206  

Investment securities

                                       

Taxable

    894       865       1,104       2,721       3,508  

Exempt from federal income tax

    441       432       272       1,244       845  

Short term investments

    36       55       53       146       161  

Total interest income

    14,383       14,751       15,574       43,806       47,720  
                                         

Interest expense:

                                       

Deposits

    1,190       1,237       1,588       3,777       5,198  

Notes payable and other borrowing

    338       323       444       971       1,374  

Total interest expense

    1,528       1,560       2,032       4,748       6,572  
                                         

Net interest income

    12,855       13,191       13,542       39,058       41,148  

Provision for loan losses

    0       552       1,364       1,830       6,352  

Net interest income after provision for loan losses

    12,855       12,639       12,178       37,228       34,796  
                                         

Noninterest income:

                                       

Gain on sale of mortgage loans

    894       1,467       1,661       3,922       4,816  

Service charges on deposit accounts

    1,043       1,044       1,048       3,107       3,166  

Gain on trading account securities

    (4 )     6       (5 )     2       1  

Gain on sale of AFS securities

    0       2       2       52       42  

Mortgage servicing

    109       (27 )     (95 )     (54 )     (174 )

Other

    444       481       405       1,325       1,408  

Total noninterest income

    2,486       2,973       3,016       8,354       9,259  
                                         

Noninterest expense:

                                       

Salaries and employee benefits

    5,805       5,705       5,865       17,428       17,003  

Occupancy and equipment

    1,335       1,327       1,267       4,021       3,912  

Amortization of intangibles

    86       103       109       291       380  

FDIC insurance premium

    233       276       265       768       964  

Other

    3,050       3,496       3,923       9,509       11,249  

Merger related expense

    738                       738          

Total noninterest expense

    11,247       10,907       11,429       32,755       33,508  
                                         

Income before federal income taxes

    4,094       4,705       3,765       12,827       10,547  

Federal income taxes

    1,225       1,362       1,050       3,752       3,011  

Net Income

    2,869       3,343       2,715       9,075       7,536  

Preferred Stock Dividends

    0       266       220       481       1,060  

Net Income available to Common Shareholders

  $ 2,869     $ 3,077     $ 2,495     $ 8,594     $ 6,476  
                                         

Fully Tax Equivalent Net Interest Income

  $ 13,122     $ 13,438     $ 13,719     $ 39,792     $ 41,638  
                                         

Per Share Data:

                                       

Basic Earnings

  $ 0.36     $ 0.38     $ 0.31     $ 1.07     $ 0.82  

Diluted Earnings

  $ 0.35     $ 0.38     $ 0.31     $ 1.06     $ 0.82  

Dividends Paid

  $ 0.06     $ 0.06     $ 0.01     $ 0.18     $ 0.08  
                                         

Performance Ratios:

                                       

Return on Average Assets (a)

    0.78 %     0.90 %     0.72 %     0.81 %     0.68 %

Return on Average Equity (a)

    8.6 %     9.1 %     7.4 %     8.5 %     6.7 %

Net Interest Margin (FTE) (a)

    3.82 %     3.89 %     3.99 %     3.85 %     4.02 %

Book Value Per Share (b)

  $ 16.75     $ 16.41     $ 16.24     $ 16.75     $ 16.24  

Tangible Book Value per Share (b)

  $ 12.27     $ 11.92     $ 11.64     $ 12.27     $ 11.64  

Average Equity/Average Assets

    9.1 %     9.8 %     9.7 %     9.6 %     10.2 %

Net Charge-offs

  $ 630     $ 1,161     $ 1,554     $ 3,561     $ 6,039  

Net Charge-offs as a % of Average Loans (c)(a)

    0.26 %     0.48 %     0.63 %     0.49 %     0.82 %

 

(a) Annualized

(b) Period End `

(c) Total loans less loans held for sale

 

 
 

 

 

FIRSTBANK CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

UNAUDITED

 

   

Sep 30

2013

   

Jun 30

2013

   

Dec 31

2012

   

Sep 30

2012

 

ASSETS

                               
                                 

Cash and cash equivalents:

                               

Cash and due from banks

  $ 30,384     $ 14,132     $ 38,544     $ 29,710  

Short term investments

    31,019       40,298       63,984       45,192  

Total cash and cash equivalents

    61,403       54,430       102,528       74,902  
                                 

Securities available for sale

    357,429       351,022       353,684       350,231  

Federal Home Loan Bank stock

    7,266       7,266       7,266       7,266  

Loans:

                               

Loans held for sale

    732       992       2,921       3,813  

Portfolio loans:

                               

Commercial

    159,199       155,787       149,265       151,252  

Commercial real estate

    363,059       356,137       357,831       365,402  

Residential mortgage

    340,877       339,054       331,896       337,587  

Real estate construction

    49,215       55,138       58,530       55,855  

Consumer

    69,936       68,688       66,240       67,314  

Total portfolio loans

    982,286       974,804       963,762       977,410  

Less allowance for loan losses

    (19,608 )     (20,239 )     (21,340 )     (21,332 )

Net portfolio loans

    962,678       954,565       942,422       956,078  
                                 

Premises and equipment, net

    23,893       24,322       24,356       24,926  

Goodwill

    35,513       35,513       35,513       35,513  

Other intangibles

    675       761       965       1,068  

Other assets

    27,362       28,175       29,107       28,313  

TOTAL ASSETS

  $ 1,476,951     $ 1,457,046     $ 1,498,762     $ 1,482,110  
                                 

LIABILITIES AND SHAREHOLDERS' EQUITY

                               
                                 

LIABILITIES

                               
                                 

Deposits:

                               

Noninterest bearing accounts

  $ 259,946     $ 251,742     $ 251,109     $ 229,437  

Interest bearing accounts:

                               

Demand

    359,926       338,168       348,598       348,712  

Savings

    276,783       273,921       265,323       262,314  

Time

    317,440       327,596       358,791       365,745  

Wholesale CD's

    16,021       16,875       17,580       18,653  

Total deposits

    1,230,116       1,208,302       1,241,401       1,224,861  
                                 

Securities sold under agreements to repurchase and overnight borrowings

    47,333       43,661       42,785       45,927  

FHLB Advances and notes payable

    19,861       27,862       22,493       19,558  

Subordinated Debt

    36,084       36,084       36,084       36,084  

Accrued interest and other liabilities

    8,242       8,693       8,941       9,591  

Total liabilities

    1,341,636       1,324,602       1,351,704       1,336,021  
                                 

SHAREHOLDERS' EQUITY

                               

Preferred stock; no par value, 300,000 shares authorized, 33,000 outstanding

    0       0       16,908       16,904  

Common stock; 20,000,000 shares authorized

    116,466       116,369       115,621       115,228  

Retained earnings

    18,064       15,679       10,921       9,812  

Accumulated other comprehensive income

    785       396       3,608       4,145  

Total shareholders' equity

    135,315       132,444       147,058       146,089  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 1,476,951     $ 1,457,046     $ 1,498,762     $ 1,482,110  
                                 

Common stock shares issued and outstanding

    8,076,621       8,070,268       8,001,903       7,952,502  

Principal Balance of Loans Serviced for Others ($mil)

  $ 609.1     $ 609.9     $ 608.2     $ 594.8  
                                 

Asset Quality Information:

                               

Performing Adjusted Loans (TDRs) (b)

    20,170       21,815       20,720       19,619  

Loans Past Due over 90 Days

    26       18       37       655  

Non-Accrual Loans

    11,204       11,849       15,668       16,118  

Other Real Estate Owned

    2,161       2,504       2,925       3,001  

Allowance for Loan Loss as a % of Loans (a)

    2.00 %     2.08 %     2.21 %     2.18 %
                                 

Quarterly Average Balances:

                               

Total Portfolio Loans (a)

  $ 977,069     $ 965,722     $ 968,509     $ 982,144  

Total Earning Assets

    1,366,068       1,384,833       1,381,004       1,371,768  

Total Shareholders' Equity

    133,557       146,755       145,186       143,805  

Total Assets

    1,471,510       1,489,905       1,496,135       1,483,546  

Diluted Shares Outstanding

    8,134,948       8,118,717       7,994,996       7,987,968  

 

(a) Total Loans less loans held for sale

                               

(b) Troubled Debt Restructurings in Call Reports