U.S. 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, 2008
[_]
|
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 of Incorporation)
|
38-2633910
(I.R.S. Employer Identification No.)
|
311 Woodworth Avenue
Alma, Michigan
(Address of principal executive offices)
|
48801
(Zip Code)
|
Registrants
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
No
X
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 [_] No [X] 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
X
No
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 registrants 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. [_]
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act (check one):
Large accelerated filer
Accelerated filer
X
Non-accelerated filer
Smaller reporting company
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
X
Common stock
outstanding at July 31, 2008: 7,491,836 shares.
INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART I.
|
|
|
FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
Item 1.
|
|
|
Financial Statements (UNAUDITED)
|
|
|
Page 3
|
|
|
|
|
|
Item 2.
|
|
|
Management's Discussion and Analysis of Financial Condition
and Results of Operations
|
|
|
Page 13
|
|
|
|
|
|
Item 3.
|
|
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Page 18
|
|
|
|
|
|
Item 4.
|
|
|
Controls and Procedures
|
|
|
Page 19
|
|
|
|
|
|
|
|
|
|
|
|
PART II.
|
|
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
Item 2.
|
|
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Page 20
|
|
|
|
|
|
Item 4.
|
|
|
Submission of Matters to a Vote of Security Holders
|
|
|
Page 20
|
|
|
|
|
|
Item 5.
|
|
|
Other Information
|
|
|
Page 20
|
|
|
|
|
|
Item 6.
|
|
|
Exhibits
|
|
|
Page 21
|
|
|
|
|
|
|
|
|
SIGNATURES
|
|
|
|
|
|
Page 22
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT INDEX
|
|
|
|
|
|
Page 23
|
|
|
|
|
|
2
Item 1
: Financial
Statements (UNAUDITED)
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2008 AND DECEMBER 31, 2007
(Dollars in thousands)
UNAUDITED
|
June 30,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
Cash and due from banks
|
|
|
$
|
40,283
|
|
$
|
42,198
|
|
Short term investments
|
|
|
|
6,281
|
|
|
3,331
|
|
|
|
|
|
|
Total Cash and Cash Equivalents
|
|
|
|
46,564
|
|
|
45,529
|
|
|
|
|
Trading account securities
|
|
|
|
502
|
|
|
675
|
|
Securities available for sale
|
|
|
|
96,489
|
|
|
104,455
|
|
Federal Home Loan Bank stock
|
|
|
|
8,666
|
|
|
8,007
|
|
Loans held for sale
|
|
|
|
191
|
|
|
1,725
|
|
Loans, net of allowance for loan losses of $12,328 at June 30, 2008
|
|
|
and $11,477 at December 31, 2007
|
|
|
|
1,140,508
|
|
|
1,110,452
|
|
Premises and equipment, net
|
|
|
|
27,959
|
|
|
27,554
|
|
Acquisition goodwill
|
|
|
|
35,553
|
|
|
34,421
|
|
Other intangibles
|
|
|
|
4,390
|
|
|
5,832
|
|
Accrued interest receivable and other assets
|
|
|
|
28,336
|
|
|
27,089
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
$
|
1,389,158
|
|
$
|
1,365,739
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
LIABILITIES
|
|
|
Deposits:
|
|
|
Non-interest bearing accounts
|
|
|
$
|
148,385
|
|
$
|
152,126
|
|
Interest bearing accounts:
|
|
|
Demand
|
|
|
|
219,161
|
|
|
222,371
|
|
Savings
|
|
|
|
160,862
|
|
|
147,654
|
|
Time
|
|
|
|
485,300
|
|
|
489,241
|
|
|
|
|
|
|
Total Deposits
|
|
|
|
1,013,708
|
|
|
1,011,392
|
|
|
|
|
Securities sold under agreements to repurchase and overnight borrowings
|
|
|
|
48,718
|
|
|
42,791
|
|
Federal Home Loan Bank advances
|
|
|
|
152,966
|
|
|
138,126
|
|
Notes Payable
|
|
|
|
3,957
|
|
|
909
|
|
Subordinated Debentures
|
|
|
|
36,084
|
|
|
36,084
|
|
Accrued interest and other liabilities
|
|
|
|
15,605
|
|
|
17,826
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
1,271,038
|
|
|
1,247,128
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
Preferred stock; no par value, 300,000 shares authorized, none issued
|
|
|
Common Stock; 20,000,000 shares authorized, 7,484,368 shares issued
|
|
|
and outstanding (7,407,198 at December 31, 2007 )
|
|
|
|
112,491
|
|
|
111,436
|
|
Retained earnings
|
|
|
|
5,790
|
|
|
6,692
|
|
Accumulated other comprehensive income
|
|
|
|
(161
|
)
|
|
483
|
|
|
|
|
|
|
Total Shareholders' Equity
|
|
|
|
118,120
|
|
|
118,611
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
$
|
1,389,158
|
|
$
|
1,365,739
|
|
|
|
|
|
|
See notes to
consolidated financial statements.
3
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
JUNE 30, 2008 AND 2007
(Dollars in thousands except per share data)
UNAUDITED
|
Three Months Ended June 30,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income:
|
|
|
Interest and fees on loans
|
|
|
$
|
19,031
|
|
$
|
17,042
|
|
Securities
|
|
|
Taxable
|
|
|
|
945
|
|
|
687
|
|
Exempt from Federal Income Tax
|
|
|
|
349
|
|
|
267
|
|
Short term investments
|
|
|
|
86
|
|
|
269
|
|
|
|
|
|
|
Total Interest Income
|
|
|
|
20,411
|
|
|
18,265
|
|
Interest Expense:
|
|
|
Deposits
|
|
|
|
6,468
|
|
|
6,589
|
|
FHLB advances and other
|
|
|
|
1,961
|
|
|
1,659
|
|
Subordinated Debt
|
|
|
|
501
|
|
|
342
|
|
|
|
|
|
|
Total Interest Expense
|
|
|
|
8,893
|
|
|
8,590
|
|
Net Interest Income
|
|
|
|
11,518
|
|
|
9,675
|
|
Provision for loan losses
|
|
|
|
3,466
|
|
|
739
|
|
|
|
|
|
|
Net Interest Income after provision for loan losses
|
|
|
|
8,052
|
|
|
8,936
|
|
Non-interest Income:
|
|
|
Gain on sale of mortgage loans
|
|
|
|
565
|
|
|
375
|
|
Service charges on deposit accounts
|
|
|
|
1,256
|
|
|
994
|
|
Gain/(loss) on trading account securities
|
|
|
|
(160
|
)
|
|
0
|
|
Gain/(loss) on sale of securities
|
|
|
|
(67
|
)
|
|
0
|
|
Mortgage servicing, net of amortization
|
|
|
|
131
|
|
|
130
|
|
Other
|
|
|
|
647
|
|
|
896
|
|
|
|
|
|
|
Total Non-interest Income
|
|
|
|
2,372
|
|
|
2,395
|
|
Non-interest Expense:
|
|
|
Salaries and employee benefits
|
|
|
|
5,523
|
|
|
4,826
|
|
Occupancy and equipment
|
|
|
|
1,740
|
|
|
1,326
|
|
Amortization and impairment of intangibles
|
|
|
|
281
|
|
|
436
|
|
FDIC insurance premium
|
|
|
|
103
|
|
|
25
|
|
Other
|
|
|
|
2,697
|
|
|
2,357
|
|
|
|
|
|
|
Total Non-interest Expense
|
|
|
|
10,344
|
|
|
8,970
|
|
|
|
|
Income before federal income taxes
|
|
|
|
80
|
|
|
2,361
|
|
Federal income taxes
|
|
|
|
(212
|
)
|
|
614
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
$
|
292
|
|
$
|
1,747
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
$
|
(548
|
)
|
$
|
1,516
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
$
|
0.04
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share
|
|
|
$
|
0.04
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
Dividends Per Share
|
|
|
$
|
0.225
|
|
$
|
0.225
|
|
|
|
|
|
|
See notes to
consolidated financial statements.
4
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
JUNE 30, 2008 AND 2007
(Dollars in thousands except per share data)
UNAUDITED
|
Six Months Ended June 30,
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income:
|
|
|
Interest and fees on loans
|
|
|
$
|
38,786
|
|
$
|
33,840
|
|
Securities
|
|
|
Taxable
|
|
|
|
1,984
|
|
|
1,313
|
|
Exempt from Federal Income Tax
|
|
|
|
702
|
|
|
537
|
|
Short term investments
|
|
|
|
177
|
|
|
580
|
|
|
|
|
|
|
Total Interest Income
|
|
|
|
41,649
|
|
|
36,270
|
|
Interest Expense:
|
|
|
Deposits
|
|
|
|
13,520
|
|
|
13,096
|
|
FHLB advances and other
|
|
|
|
4,099
|
|
|
3,291
|
|
Subordinated Debt
|
|
|
|
1,049
|
|
|
687
|
|
|
|
|
|
|
Total Interest Expense
|
|
|
|
18,668
|
|
|
17,074
|
|
Net Interest Income
|
|
|
|
22,981
|
|
|
19,196
|
|
Provision for loan losses
|
|
|
|
4,281
|
|
|
18
|
|
|
|
|
|
|
Net Interest Income after provision for loan losses
|
|
|
|
18,700
|
|
|
19,178
|
|
Non-interest Income:
|
|
|
Gain on sale of mortgage loans
|
|
|
|
1,707
|
|
|
699
|
|
Service charges on deposit accounts
|
|
|
|
2,424
|
|
|
1,938
|
|
Gain/(loss) on trading account securities
|
|
|
|
(173
|
)
|
|
0
|
|
Gain/(loss) on sale of securities
|
|
|
|
62
|
|
|
(130
|
)
|
Mortgage servicing, net of amortization
|
|
|
|
8
|
|
|
275
|
|
Other
|
|
|
|
1,275
|
|
|
1,891
|
|
|
|
|
|
|
Total Non-interest Income
|
|
|
|
5,303
|
|
|
4,673
|
|
Non-interest Expense:
|
|
|
Salaries and employee benefits
|
|
|
|
11,370
|
|
|
9,556
|
|
Occupancy and equipment
|
|
|
|
3,489
|
|
|
2,677
|
|
Amortization and impairment of intangibles
|
|
|
|
562
|
|
|
597
|
|
FDIC insurance premium
|
|
|
|
216
|
|
|
49
|
|
Other
|
|
|
|
5,415
|
|
|
4,837
|
|
|
|
|
|
|
Total Non-interest Expense
|
|
|
|
21,052
|
|
|
17,716
|
|
Income before federal income taxes
|
|
|
|
2,951
|
|
|
6,135
|
|
Federal income taxes
|
|
|
|
509
|
|
|
1,730
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
$
|
2,442
|
|
$
|
4,405
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
$
|
1,798
|
|
$
|
5,107
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
$
|
0.33
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share
|
|
|
$
|
0.33
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
Dividends Per Share
|
|
|
$
|
0.450
|
|
$
|
0.450
|
|
|
|
|
|
|
See notes to
consolidated financial statements.
5
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED
JUNE 30, 2008 AND 2007
(Dollars in thousands)
UNAUDITED
|
Six months ended June 30,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
Net income
|
|
|
$
|
2,442
|
|
$
|
4,405
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
Provision for loan losses
|
|
|
|
4,281
|
|
|
18
|
|
Depreciation of premises and equipment
|
|
|
|
1,586
|
|
|
1,351
|
|
Net amortization of security premiums/discounts
|
|
|
|
13
|
|
|
(168
|
)
|
Loss on trading account securities
|
|
|
|
173
|
|
|
0
|
|
Loss/(Gain) on sale of securities
|
|
|
|
(62
|
)
|
|
130
|
|
Amortization and impairment of intangibles
|
|
|
|
562
|
|
|
597
|
|
Stock option and stock grant compensation expense
|
|
|
|
107
|
|
|
140
|
|
Gain on sale of mortgage loans
|
|
|
|
(1,707
|
)
|
|
(699
|
)
|
Proceeds from sales of mortgage loans
|
|
|
|
73,751
|
|
|
32,653
|
|
Loans originated for sale
|
|
|
|
(70,510
|
)
|
|
(31,462
|
)
|
Deferred federal income tax expense/(benefit)
|
|
|
|
(1,237
|
)
|
|
48
|
|
Increase in accrued interest receivable and other assets
|
|
|
|
2,198
|
|
|
1,235
|
|
Increase in accrued interest payable and other liabilities
|
|
|
|
(2,221
|
)
|
|
277
|
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
9,376
|
|
|
8,525
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
Proceeds from sale of securities available for sale
|
|
|
|
2,335
|
|
|
13,394
|
|
Proceeds from maturities and calls of securities available for sale
|
|
|
|
80,414
|
|
|
18,340
|
|
Purchases of securities available for sale
|
|
|
|
(75,711
|
)
|
|
(36,118
|
)
|
Purchases of FHLB stock
|
|
|
|
(659
|
)
|
|
(137
|
)
|
Proceeds from sale of fixed assets
|
|
|
|
7
|
|
|
0
|
|
Net increase in portfolio loans
|
|
|
|
(36,464
|
)
|
|
(11,773
|
)
|
Net purchases of premises and equipment
|
|
|
|
(1,998
|
)
|
|
(1.298
|
)
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
|
(32,076
|
)
|
|
(17,592
|
)
|
|
|
|
FINANCING ACTIVITIES
|
|
|
Net increase/(decrease) in deposits
|
|
|
|
2,316
|
|
|
(9,680
|
)
|
Increase/(decrease) in securities sold under agreements to repurchase and
|
|
|
other short term borrowings
|
|
|
|
5,927
|
|
|
7,718
|
|
Repayment of notes payable and other borrowings
|
|
|
|
(27
|
)
|
|
(22
|
)
|
Proceeds from issuance of other borrowings
|
|
|
|
3,076
|
|
|
0
|
|
Repayment of Federal Home Loan Bank borrowings
|
|
|
|
(15,161
|
)
|
|
(8,785
|
)
|
Proceeds from Federal Home Loan Bank borrowings
|
|
|
|
30,000
|
|
|
12,000
|
|
Issuance of common stock, net
|
|
|
|
948
|
|
|
1,327
|
|
Cash dividends
|
|
|
|
(3,344
|
)
|
|
(2,931
|
)
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
23,735
|
|
|
(373
|
)
|
|
|
|
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
|
1,035
|
|
|
(9,440
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
|
45,529
|
|
|
56,937
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
|
$
|
46,564
|
|
$
|
47,497
|
|
|
|
|
|
|
6
CONSOLIDATED STATEMENTS
OF CASHFLOWS (continued)
|
Six months ended June 30,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure
|
|
|
Interest Paid
|
|
|
$
|
19,075
|
|
$
|
13,705
|
|
Income Taxes Paid
|
|
|
$
|
1,775
|
|
$
|
2,525
|
|
Non cash transfers of loans to Other Real Estate Owned
|
|
|
$
|
2,127
|
|
$
|
891
|
|
See notes to
consolidated financial statements.
ICNB Financial
acquisition:
(In Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
Securities acquired (including FHLB stock)
|
|
|
|
28,252
|
|
Loans acquired, net of allowance for loan losses
|
|
|
|
178,456
|
|
Bank premises and equipment acquired
|
|
|
|
7,283
|
|
Acquisition intangibles recorded
|
|
|
|
18,983
|
|
Other assets acquired
|
|
|
|
12,152
|
|
Deposits assumed
|
|
|
|
(171,999
|
)
|
Borrowings assumed
|
|
|
|
(32,558
|
)
|
Other liabilities assumed
|
|
|
|
(6,679
|
)
|
7
FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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 1st Investors Title, LLC and C.A. Hanes Realty, Inc. for
the six months of 2007), Firstbank St. Johns, Keystone Community Bank, Firstbank
West Michigan and its wholly owned subsidiary Accord Financial Services, Inc.,
collectively the Banks), FBMI Risk Management Services, Inc., and Austin
Mortgage Company. 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 six month period ended June 30, 2008, are not necessarily
indicative of the results that may be expected for the year ending December 31, 2008. The
balance sheet at December 31, 2007, has been derived from the audited financial statements
at that date. For further information, refer to the consolidated financial statements and
footnotes thereto included in the Corporations annual report on Form 10-K for the
year ended December 31, 2007.
Effect of Newly Issued
Accounting Standards
In February 2006, the Financial
Accounting Standards Board (FASB) issued Statement No. 159, The Fair Value Option for
Financial Assets and Liabilities. Adoption of this statement is required for January 1,
2008. Early adoption was allowed, effective to January 1, 2007, if that election was made
by April 30, 2007. This statement allows, but does not require, companies to record
certain assets and liabilities at their fair value. The fair value determination is made
at the instrument level, so similar assets or liabilities could be partially accounted for
using the historical cost method, while other similar assets or liabilities are accounted
for using the fair value method. Changes in fair value are recorded through the income
statement in subsequent periods. The statement provides for a one time opportunity to
transfer existing assets and liabilities to fair value at the point of adoption with a
cumulative effect adjustment recorded against equity. After adoption, the election to
report assets or liabilities at fair value must be made at the point of their inception.
The adoption of this standard did not have a material effect on our financial statements.
In September 2006, the FASB issued
Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes
a framework for measuring fair value and expands disclosures about fair value
measurements. This Statement establishes a fair value hierarchy about the assumptions used
to measure fair value and clarifies assumptions about risk and the effect of a restriction
on the sale or use of an asset. The standard is effective for fiscal years beginning after
November 15, 2007. The adoption of this standard did not have a material effect on our
financial statements.
In September 2006, the FASB Emerging
Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and
Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.
This issue requires that a liability be recorded during the service period when a
split-dollar life insurance agreement continues after participants employment or
retirement. The required accrued liability will be based on either the post-employment
benefit cost for the continuing life insurance or based on the future death benefit
depending on the contractual terms of the underlying agreement. This issue is effective
for fiscal years beginning after December 15, 2007. The adoption of EITF No. 06-4 did not
have a material effect on our financial statements.
8
Effect of Newly Issued
but not yet Effective Accounting Standards
In January 2008, the FASB issued
Statement No. 160, Noncontrolling Interest in Consolidated Financial Statements an
amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated
financial statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding noncontrolling interest in one or more subsidiaries or
that deconsolidate a subsidiary. The statement requires specific reporting and accounting
treatment for minority interest and changes in minority interest positions of an entity.
We do not anticipate that this statement will have a significant effect on the results of
the company.
NOTE 2 ACQUISITIONS
AND DIVESTITURES
On July 1, 2007 we acquired ICNB
Financial Corporation (ICNB). ICNB was the holding company for The Ionia County National
Bank of Ionia, based in Ionia, Michigan. Ionia County National Bank subsequently changed
its name to Firstbank West Michigan. The purpose of the acquisition was to increase
market share in the Michigan banking market. As of June 30, 2007, ICNB had total assets of
$231 million, total deposits of $171 million, and total loans, net of allowance, of $180
million. The merger was accounted for using the purchase accounting method of accounting,
and accordingly the purchase price was allocated to assets acquired and the liabilities
assumed based upon the estimated fair value as of the merger date.
Firstbank Corporation paid an
aggregate value of $38.4 million to acquire the shares of ICNB common stock outstanding.
The purchase price was determined using the Firstbanks market price on February 1,
2007, the date of the merger agreement. We issued 874,740 shares of Firstbank common
stock, and paid $19,584,000 in cash for the acquisition. The acquisition resulted in the
creation of $18.6 million of intangible assets, of which $14.9 million was designated as
goodwill and $3.7 million as core deposit intangible.
ICNBs financial information is
incorporated into the financial statements contained within this report from July 1, 2007
forward, the date of the merger.
On September 30, 2007, we sold our
55% ownership in C.A. Hanes Realty, Inc. at a loss after taxes of $104,000. Historical
earnings from C.A. Hanes Realty, Inc. are included in the financial statements presented
in this report.
NOTE 3 GOODWILL
Changes in the carrying amount of
goodwill are as follows:
|
(In Thousands of Dollars)
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
$
|
34,421
|
|
$
|
20,094
|
|
Impairment write down
|
|
|
|
0
|
|
|
0
|
|
Goodwill from acquisitions
|
|
|
|
252
|
|
|
0
|
|
Reclassification of other intangibles to goodwill
|
|
|
|
880
|
|
|
0
|
|
|
|
|
|
|
Balance at June 30
|
|
|
$
|
35,553
|
|
$
|
20,094
|
|
|
|
|
|
|
The $252,000 shown as goodwill from
acquisitions relates to the ICNB purchase, and the $880,000 reclassification represents
goodwill relating to the acquisition of Firstbank Lakeview which had previously
been reported as other intangible assets.
9
NOTE 4
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,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans:
|
|
|
Nonaccrual loans
|
|
|
$
|
16,265
|
|
$
|
10,454
|
|
Loans 90 days or more past due and still accruing
|
|
|
|
1,428
|
|
|
3,161
|
|
Renegotiated loans
|
|
|
|
278
|
|
|
543
|
|
|
|
|
|
|
Total nonperforming loans
|
|
|
$
|
17,971
|
|
$
|
14,158
|
|
|
|
|
|
|
|
|
|
Property from defaulted loans
|
|
|
$
|
3,923
|
|
$
|
3,167
|
|
|
|
|
Nonperforming loans as a percent of total loans*
|
|
|
|
1.56
|
%
|
|
1.26
|
%
|
Nonperforming loans plus Other Real Estate as a percent of total
|
|
|
|
1.89
|
%
|
|
1.54
|
%
|
loans* plus Other Real Estate
|
|
|
Nonperforming assets as a percent of total assets
|
|
|
|
1.58
|
%
|
|
1.27
|
%
|
Analysis of the Allowance
for Loan Losses
(Dollars in Thousands)
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
$
|
11,550
|
|
$
|
9,081
|
|
$
|
11,477
|
|
$
|
11,559
|
|
Charge-offs
|
|
|
|
(2,928
|
)
|
|
(410
|
)
|
|
(3,916
|
)
|
|
(682
|
)
|
Recoveries
|
|
|
|
240
|
|
|
91
|
|
|
486
|
|
|
199
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
|
(2,688
|
)
|
|
(319
|
)
|
|
(3,430
|
)
|
|
(483
|
)
|
Provision for loan losses
|
|
|
|
3,466
|
|
|
739
|
|
|
4,281
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
$
|
12,328
|
|
$
|
9,501
|
|
$
|
12,328
|
|
$
|
9,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total loans* outstanding during the period
|
|
|
$
|
1,142,324
|
|
$
|
916,775
|
|
$
|
1,136,477
|
|
$
|
910,676
|
|
Allowance for loan loss as a percent of total loans*
|
|
|
|
1.07
|
%
|
|
1.03
|
%
|
|
1.07
|
%
|
|
1.03
|
%
|
Allowance for loan loss as a percent
|
|
|
of nonperforming loans
|
|
|
|
69
|
%
|
|
103
|
%
|
|
69
|
%
|
|
103
|
%
|
Net Charge-offs^ as a percent of average loans*
|
|
|
|
0.94
|
%
|
|
0.14
|
%
|
|
0.60
|
%
|
|
0.11
|
%
|
*All loan ratios exclude
loans held for sale
^Annualized
NOTE 5 FAIR VALUE
OF FINANCIAL INSTRUMENTS
The following tables present
information about our assets measured at fair value on a recurring basis at June 30, 2008,
and valuation techniques used by us to determine those fair values.
In general, fair values determined by
Level 1 inputs use quoted prices in active markets for identical assets that we have the
ability to access.
10
Fair values determined by Level 2
inputs use other inputs that are observable, either directly or indirectly. These Level 2
inputs include quoted prices for similar assets in active markets, and other inputs such
as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 inputs are unobservable
inputs, including inputs that are available in situations where there is little, if any,
market activity for the related asset or liability.
Assets Measured at Fair
Value on a Recurring Basis
(Dollars in Thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance at
June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
$
|
80,655
|
|
|
-
|
|
$
|
15,834
|
|
$
|
96,489
|
|
Federal Home Loan Bank stock
|
|
|
|
-
|
|
$
|
8,666
|
|
|
-
|
|
$
|
8,666
|
|
Trading securities
|
|
|
$
|
502
|
|
|
-
|
|
|
-
|
|
$
|
502
|
|
Changes in Level 3
Assets Measured at Fair Value on a Recurring Basis
(Dollars in Thousands)
|
Investment Securities
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
$
|
12,760
|
|
Total realized and unrealized gains/(losses) included in income
|
|
|
|
0
|
|
Total unrealized gains/(losses) included in other comprehensive income
|
|
|
|
(509
|
)
|
Net purchases, sales, calls and maturities
|
|
|
|
3,619
|
|
Net transfers in/out of Level 3
|
|
|
|
(35
|
)
|
|
|
|
Balance at June 30, 2008
|
|
|
$
|
15,835
|
|
The Level 3 assets that were still
held by us at June 30, 2008 are carried at historical cost unless a better fair value can
be determined. During the period, $461,000 of these securities were sold, or paid down,
and $4,080,000 of new securities was acquired. The $35,000 of net transfers out of Level 3
related to a re-classification of two small assets which were reclassified to other
assets.
Both observable and unobservable
inputs may be used to determine the fair value of positions classified as Level 3 assets.
As a result, the unrealized gains and losses for these assets presented in the tables
above may include changes in fair value that were attributable to both observable and
unobservable inputs.
Available for sale investments
securities categorized as Level 3 assets primarily consist of bonds issued by local
municipalities, auction rate securities, and other like assets. We carry local municipal
securities at historical cost unless economic conditions for the municipalities changes to
a degree requiring a valuation adjustment. The valuation of auction rate securities is
based on recent transactions for similar securities.
We also have assets that under
certain conditions are subject to measurement at fair value on a non-recurring basis.
These assets consist of impaired loans, which are accounted for under the guidelines of
SFAS 114
Accounting by Creditors for Impairment of a Loan
. We have estimated the
fair value of these assets using Level 3 inputs, specifically valuation of loans based on
either a discounted cash flow projection, or a discount to the appraised value of the
collateral underlying the loan. At June 30, 2008 we recognized a non-cash impairment
charge of $536,000 to adjust these assets to their estimated fair values.
11
Assets Measured at Fair
Value on a Nonrecurring Basis
(Dollars in Thousands)
|
Balance at
June 30, 2008
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Losses for
the period ended
June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans accounted
|
|
|
for under FAS 114
|
|
|
$
|
22,699
|
|
|
-
|
|
|
-
|
|
$
|
22,699
|
|
$
|
(2,375
|
)
|
Impaired loans accounted for under
FAS 114 categorized as Level 3 assets consist of non-homogeneous loans that are considered
impaired. We estimate the fair value of the loans based on the present value of expected
future cash flows using managements best estimate of key assumptions. These
assumptions include future payment ability, timing of payment streams, and estimated
realizable values of available collateral (typically based on outside appraisals). The
$2.4 million in losses indicated in the table above were charged to the allowance for loan
losses.
Other assets, including bank-owned
life insurance, goodwill, intangible assets and other assets acquired in business
combinations, are also subject to periodic impairment assessments under other accounting
principles generally accepted in the United States of America. These assets are not
considered financial instruments. Effective February 12, 2008, the Financial Accounting
Standards Board issued a staff position, FSP FAS 157-2, which delayed the applicability of
FAS 157 to non-financial instruments. Accordingly, these assets have been omitted from the
above disclosures.
NOTE 6 BASIC AND
DILUTED EARNINGS PER SHARE
(Dollars in Thousands Except per Share Data)
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
Net income
|
|
|
$
|
292
|
|
$
|
1,747
|
|
$
|
2,442
|
|
$
|
4,405
|
|
Weighted average common shares outstanding
|
|
|
|
7,452,000
|
|
|
6,533,000
|
|
|
7,435,000
|
|
|
6,514,000
|
|
|
|
|
Basic Earnings per Share
|
|
|
$
|
0.04
|
|
$
|
0.27
|
|
$
|
0.33
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share assuming dilution
|
|
|
Net income
|
|
|
$
|
292
|
|
$
|
1,747
|
|
$
|
2,442
|
|
$
|
4,405
|
|
Weighted average common shares outstanding
|
|
|
|
7,452,000
|
|
|
6,533,000
|
|
|
7,435,000
|
|
|
6,514,000
|
|
Add dilutive effect of assumed exercises of options
|
|
|
|
0
|
|
|
12,000
|
|
|
0
|
|
|
17,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and dilutive potential common
|
|
|
|
7,452,000
|
|
|
6,545,000
|
|
|
7,435,000
|
|
|
6,531,000
|
|
shares outstanding
|
|
|
|
|
|
Diluted Earnings per Share
|
|
|
$
|
0.04
|
|
$
|
0.27
|
|
$
|
0.33
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
|
Stock options for 284,752 shares for
the three month period and 230,719 for the six month period of 2007, and 484,520 shares
for the three and six month periods of 2008, were not considered in computing diluted
earnings per share because they were anti-dilutive.
12
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 1ST Investors Title, LLC, and C.A. Hanes Realty, Inc.),
Firstbank St. Johns, Keystone Community Bank, Firstbank West Michigan
(collectively the Banks), FBMI Risk Management Services, Inc., and Austin
Mortgage Company. See note 2 of the notes to consolidated financial statements for
additional disclosures on Firstbank West Michigan and C.A. Hanes Realty, Inc.
Comparisons to prior year are affected by the acquisition of Firstbank West
Michigan in the third quarter of 2007.
Events Occurring in the
Second Quarter 2008
In the second quarter of 2008, we
completed our previously announced merger of our Mt. Pleasant and Lakeview affiliates into
one entity. While we still remain committed to our multi-charter structure, these two
affiliates already shared many resources and had overlapping geographic markets. The
merger of these two affiliates is expected to provide greater efficiency in serving these
markets and will allow us to better serve our customers in those markets.
We also closed the loan origination
component of our Austin Mortgage Company affiliate (acquired in the Ionia County National
Bank acquisition in 2007) in the second quarter of the year. The balance sheet of the
entity retained a small loan portfolio of under $635,000, which will remain on the books
of the company. Current market conditions and the state of the economy in Michigan no
longer provide a profitable business climate for the lending activities in which this
affiliate participates. We recorded $106,000 of pre-tax expense associated with severance
and lease facility expenses in the second quarter associated with the closing of this
business unit.
Financial Condition
The Michigan economy continues to
struggle through difficult times with the highest unemployment rate in the nation, rising
foreclosures, and slowing demand for manufactured products. Despite these negative trends,
we have maintained respectable core profitability and favorable asset quality measures
compared with peer banks. Trends showing higher non performing assets, while elevated, are
showing signs of slowing in their progression. Nonperforming loans will continue to be a
problem in the near term due to current economic conditions; however, we are constantly
monitoring our loan portfolios for developing issues and reacting to them with swift
actions to mitigate losses wherever possible.
Total assets increased $23.4 million,
or 1.7%, during the first six months of 2008. Cash and cash equivalents increased $1.0
million, or 2.3%. Securities available for sale were lower, decreasing $8.1 million, or
7.7%, from December 31, 2007. Total portfolio loans increased $30.9 million, or 2.8%,
during the first six months of 2008. Average total loans were 2.1% higher in the second
quarter of 2008 when compared with the fourth quarter of 2007.
Residential mortgages grew $6.0
million, or 1.6% from year end 2007. For a short period in the first quarter, rates on
residential mortgages provided us the opportunity to refinance loans and increase our
residential portfolio. Real estate construction loans increased $6.9 million, or 5.5%
primarily from a limited number of new loans to developers. Commercial and commercial real
estate loans were $18.5 million, or 3.5%, higher, than December 31, 2007.
Net charge-offs of loans were
$2,688,000 in the second quarter of 2008 compared to $319,000 in the second three months
of 2007 and $743,000 in the first quarter of 2008. The ratio of net charge-offs of loans
(annualized) to average loans was 0.94% in 2008 compared to 0.14% in the same period of
2007 and 0.26% in the first quarter of 2008. Of the $2,688,000 in net charge offs,
$1,839,000 had specific reserves allocated to them in prior periods. The charge offs in
the current quarter were largely within our newest affiliate, Firstbank-West Michigan,
which recorded loan losses of $2,173,000 in the quarter.
At June 30, 2008, the allowance as a
percentage of average outstanding loans was 1.07% compared with 1.03% at the same point a
year earlier and 1.02% from year end 2007. Non-performing loans as a percent of total
loans was 1.56% at June 30, 2008, compared with 0.97% a year earlier, and 1.26% at year
end 2007. Nonperforming loans increased $3.8 million from year end, and other real estate
owned increased $756,000 compared with year end numbers. Our overall asset quality has
always been considered one of the strengths of our banking franchise and has allowed us to
maintain favorable asset quality measures relative to competitor banks in Michigan. We
continue to be diligent in review of our loan portfolios for problem loans and believe
that early detection of troubled credits is critical to our ability to maintain our
allowance for loan losses at its current level. We 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.
13
Securities available for sale were
lower by $8.0 million or 7.6% in the first half, primarily due to a $7.7 million decrease
in agency backed securities. We held $8.9 million of auction rate securities at June 30,
2008 compared with $8.0 million at year end 2007. Due to current market conditions, these
auction rate securities have become less liquid than in previous periods and were written
down $506,000 through other comprehensive income in the second quarter.
Total deposits were basically
unchanged when compared with year end balances, increasing just $2.3 million, or 0.2%.
Within the deposit base, non-interest bearing demand account balances decreased $3.7
million or 2.5%, interest bearing demand account balances decreased $3.2 million, or 1.4%,
savings balances increased $13.2 million, or 8.9%, and time balances decreased $3.9
million, or 0.8%. Within time balances, wholesale CDs were $0.4 million higher than year
end, while core market CDs decreased $4.3 million. These changes resulted from normal
season fluctuations and customer preferences.
For the six month period ended June
30, 2008, securities sold under agreements to repurchase and overnight borrowings
increased $5.9 million, or 13.9%, due to normal fluctuations in customer cash flows.
Federal Home Loan Bank advances and notes payable were up $17.9 million, or 12.9% higher
than year end. Federal Home Loan Bank advances were utilized to fund loan growth which
outpaced increase in core deposits.
Total shareholders equity
decreased $0.5 million, or 0.4%, during the first six months of 2008. Net income of $2.4
million and stock issuances of $948,000 increased shareholders equity, while
dividends of $3.4 million decreased shareholders equity. Stock issuance was
primarily related to shares issued through dividend reinvestment. The per share book value
of shareholders equity was $15.78 at June 30, 2008, decreasing from $16.01 at
December 31, 2007. Tangible shareholders equity per share (total equity less goodwill and
other intangible assets) was $10.45 at the end of the second quarter of 2008, compared
with $10.58 at year end 2007. The declines in both these measures of shareholders
equity per share resulted from dividends exceeding earnings in the second quarter.
The following table discloses
compliance with current regulatory capital requirements on a consolidated basis:
(Dollars in Thousands)
|
Leverage
|
|
Tier I
Capital
|
|
Total Risk-
Based Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Balances at June 30, 2008
|
|
|
$
|
113,906
|
|
$
|
113,906
|
|
$
|
125,634
|
|
Required Regulatory Capital
|
|
|
$
|
54,395
|
|
$
|
45,039
|
|
$
|
90,077
|
|
Capital in Excess of Regulatory Minimums
|
|
|
$
|
59,511
|
|
$
|
68,867
|
|
$
|
35,557
|
|
|
|
|
Capital Ratios at June 30, 2008
|
|
|
|
8.38
|
%
|
|
10.12
|
%
|
|
11. 16
|
%
|
Regulatory Capital Ratios - Minimum Requirement
|
|
|
|
4.00
|
%
|
|
4.00
|
%
|
|
8.00
|
%
|
Results of Operations
Three Months Ended June
30, 2008
For the second quarter of 2008, net
income was $292,000, basic and diluted earnings per share were $0.04, compared with
$1,747,000, and $0.27 basic and diluted per share for the second quarter of 2007, and
$2,150,000, $0.29 basic and diluted earnings per share, for the first quarter of 2008.
This years second quarter was heavily impacted by a $3.5 million charge to loan loss
provision, reducing after-tax earnings by $2.3 million. The charge to loan loss provision
was required as we identified several loans for which the borrowers had exhausted their
sources of repayment. These loans were either transferred into nonaccrual status and
specific reserves established, or charged down to the value of the collateral that can be
recovered on the loan.
14
Average earning assets increased
$244.6 million, or 24.1%, when the second quarter of 2008 is compared to the same quarter
a year ago. This comparison is affected by the acquisition of Firstbank West
Michigan in the third quarter of 2007. Compared with the previous quarter, earning assets
increased $9.9 million, or 0.8%. The yield on earning assets decreased 71 basis points, to
6.60%, for the quarter ended June 30, 2008, compared to 7.31% for the same quarter a year
ago, and was 33 basis points lower when compared with the quarter ended March 31, 2008.
The cost of funding related liabilities also decreased, falling 25 basis points when
comparing this years second quarter to the same period a year ago, from 3.39% in
2007, to 3.14% in 2008. Compared with prior quarter, the cost of funding related
liabilities also fell by 22 basis points. Since the decrease in yield on earning assets
was larger than the decrease in the cost of funds relative to earning assets, the net
interest margin decreased 13 basis points from last years second quarter to 3.79% in
the current quarter and a similar 11 basis points when compared to the previous quarter.
Net interest income increased $1.8 million to $11.5 million in the second quarter of 2008
compared with the same period of 2007, primarily due to the previously mentioned
acquisition. Unpaid interest on loans which are transferred to nonaccrual status is
reversed against interest income in the period. During the second quarter, interest
reversals associated with loans moving to nonaccrual status were $203,000 compared with
$55,000 in the first quarter.
The provision for loan losses
increased $2.7 million when the second quarter of 2008 is compared to the same quarter of
2007. Provision for loan losses was $3.5 million in the second quarter compared with a
provision for loan losses of $739,000 in the second quarter of 2007. In the second quarter
of 2008 we identified several loans in our portfolio which the borrowers had been making
payments, but were unable to sustain those payments as the economy continued to struggle.
After a detailed review of these loans, it was determined that some of them should be
moved to nonaccrual status, while others should be charged off. Following that review, our
analysis showed that we needed to increase our provision for loan losses to provide for
the remaining probable losses in the portfolio. We perform quantitative and qualitative
analysis of factors which impact the allowance for loan losses consistently across our six
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.
Total non-interest income was $2.4
million in the second quarter, compared with $2.4 million in the second quarter of 2007
and $2.9 million in the first quarter of 2008. Compared with 2007s second quarter,
mortgage gains and deposit fees were higher by $190,000 and $262,000, respectively.
Offsetting these improvements were losses on trading account securities, losses on the
sale of securities, and other income, which were down $160,000, $67,000, and $249,000,
respectively.
Total non-interest expense increased
$1.4 million, or 15.3%, when comparing the three month periods ended June 30, 2008 and
2007 and was largely due to the addition of Firstbank West Michigan. Compared with
the first quarter of 2008, non-interest expense decreased $364,000, primarily from lower
salary and benefits costs. Within the salary and employee benefits area, salaries were
$92,000 lower than first quarter and benefits decreased $231,000 mainly due to lower group
health care, unemployment, and FICA costs.
Federal Income tax expense was a
benefit of $212,000 in the second quarter as tax exempt income exceeded net income. We had
$721,000 of federal income tax in the first quarter of the year and $614,000 in the second
quarter of 2007.
Six months ended June 30,
2008
For the first half of 2008, net
income was $2,442,000, basic and diluted earnings per share were $0.33, compared with
$4,405,000, and $0.68 basic and diluted per share for the first half of 2007. The first
half of 2007 included a one time benefit of a $971,000 pre-tax reversal of loan loss
provision relating to a payoff of a large commercial loan, which had been considered
impaired. As a result, we provided only $18,000 for loan losses in the first six months of
2007. The benefit to last years first half earnings of that event was $0.10 per
share. Provision for loan losses in the first six months of 2008 was $4.3 million,
resulting in substantially lower earnings for the year. The higher provision expense for
this year was required as we identified several loans for which the borrowers had
exhausted their sources of repayment. These loans were either transferred into nonaccrual
status and specific reserves established, or charged down to the value of the collateral
that can be recovered on the loan.
15
Average earning assets increased
$243.5 million, or 24.1%, when the first half of 2008 is compared to the same period a
year ago. This comparison is affected by the acquisition of Firstbank West
Michigan. The Federal Reserve lowered its target federal funds rate by 125 basis points in
January, by another 75 basis points in March, and by 25 basis points in May. The prime
rate, which is used in pricing our variable rate loan portfolios followed suit and
decreased by the same amount, putting pressure on our net interest margin late in the
first quarter and throughout the second quarter of the year. These significant rate moves
by the Federal Reserve in the first quarter caused our loans tied to prime rate to
re-price at a significantly faster pace than we were able to offset by reducing the rates
paid on our deposit accounts and certificates of depoit. As a result, the yield on earning
assets decreased 55 basis points, to 6.77%, for the six months ended June 30, 2008,
compared to 7.32% for the same six months a year ago. The cost of funding related
liabilities also decreased, falling 41 basis points when comparing this years first
six months to the same period a year ago, from 3.40% in 2007, to 2.99% in 2008. Since the
decrease in yield on earning assets was larger than the decrease in the cost of funds
relative to earning assets, the net interest margin decreased 14 basis points from last
years first half. Net interest margin in this years first six months was 3.78%
compared with 3.92% for the same period a year ago. Net interest income increased $3.8
million to $23.0 million in the first six months of 2008 compared with the same period of
2007, primarily due to the previously mentioned acquisition. Unpaid interest on loans
which are transferred to nonaccrual status is reversed against interest income in the
period the loan is transferred. During the current year, interest reversals associated
with loans moving to nonaccrual status were $258,000 compared with $127,000 in the first
half of 2007.
The provision for loan losses
increased $4.3 million when the first six months 2008 are compared to the same period of
2007. Provision for loan losses was $4.3 million in the first half of 2007 compared with a
provision for loan losses of $18,000 in the last years first half. In the second
quarter of 2008 we identified several loans in our portfolio for which the borrowers had
been making payments, but were unable to sustain those payments as the economy continued
to struggle. After a detailed review of these loans, it was determined that some of them
should be moved to nonaccrual status, while others should be charged off. Following that
review, our analysis showed that we needed to increase our provision for loan losses to
provide for the remaining probable losses in the portfolio. We perform quantitative and
qualitative analysis of factors which impact the allowance for loan losses consistently
across our seven 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.
Non interest income increased
$630,000 in the first six months of 2008, when compared with the same period of 2007.
Gains on the sale of mortgage loans increased $1 million and deposit fees were $486,000
higher than a year ago. The addition of Firstbank West Michigan contributed
$150,000 of the increase in mortgage gains and $402,000 of the increase in deposit fees.
During the first two months of the year, rates on residential mortgage loans fell to a
level that spurred re-finance activity. We were able to take advantage of that rate
environment, resulting in higher gains on sale of loans. Also resulting from the increased
mortgage re-finance activity was lower mortgage servicing income as amortization of
mortgage servicing rights increased, reducing non-interest income by $267,000 when
compared with last years first half. Gains and losses on securities transactions,
which were a loss of $111,000 in this years first half, were little changed from a
year ago when we recorded a loss of $130,000. Other income decreased $616,000 from a year
ago largely due to losses on the sale of other real estate owned in 2008.
Total non-interest expense increased
$3.3 million, or 18.8%, when comparing the six month periods ended June 30, 2008 and 2007
and was largely due to the addition of Firstbank West Michigan, which had
non-interest expense of $3.5 million during the first half of 2008. Also contributing to
the higher non-interest expense is FDIC premiums, which are $167,000 higher than a year
ago. The FDIC began charging higher premiums late last year, but provided partial
reductions to those charges in the form of credits, based on each banks historical
contributions to the insurance fund. Those credits are becoming fully aborbed in the
current year and will lead to higher expenses in this area going forward.
16
Federal Income tax expense was
$509,000 in the first six months of the year compared with $1.7 million of federal income
tax in the first half of last year. The lower tax expense was primarily due to the lower
level of earnings in the current year.
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
Corporations overall level of these financial obligations since December 31, 2007
and that any changes in the Corporations obligations which have occurred are routine
for the industry. Further discussion of the nature of each type of obligation is included
in Managements Discussion and Analysis on page 14 of the Corporations Form 10K
Annual Report, and is incorporated herein by reference.
Critical Accounting
Policies
Certain of the Corporations
accounting policies are important to the portrayal of the Corporations 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, without limitation, changes in interest rates, 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 Corporations significant accounting
policies are discussed in detail in Managements Discussion and Analysis on pages 15
through 16 in the Corporations annual report to shareholders for the year ended
December 31, 2007.
FORWARD LOOKING STATEMENTS
This report contains forward-looking
statements that are based on managements beliefs, assumptions, current expectations,
estimates and projections about the financial services industry, the economy, and about
the Corporation itself. Words such as anticipate, believe,
determine, estimate, expect, forecast,
intend, is likely, plan, project,
opinion, variations of such terms, and similar expressions are intended to
identify such forward-looking statements. The presentations and discussions of the
provision and allowance for loan losses, and determinations as to the need for other
allowances presented in this report are inherently forward-looking statements in that they
involve judgments and statements of belief as to the outcome of future events. These
statements are not guarantees of future performance and involve certain risks,
uncertainties, and assumptions that are difficult to predict with regard to timing,
extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed or forecasted in such forward-looking
statements. Internal and external factors that may cause such a difference include changes
in interest rates and interest rate relationships; demand for products and services; the
degree of competition by traditional and non-traditional competitors; changes in banking
regulations; changes in tax laws; changes in prices, levies, and assessments; the impact
of technological advances; governmental and regulatory policy changes; the outcomes of
pending and future litigation and contingencies; trends in customer behavior and customer
ability to repay loans; software failure, errors or miscalculations; and the vicissitudes
of the national economy. The Corporation undertakes no obligation to update, amend or
clarify forward-looking statements, whether as a result of new information, future events,
or otherwise.
17
Item 3
. Quantitative and
Qualitative Disclosures about Market Risk
Information under the headings,
Liquidity and Interest Rate Sensitivity on pages 12 through 14 and
Quantitative and Qualitative Disclosure About Market Risk on pages 17 and 18
in the registrants annual report to shareholders for the year ended December 31,
2007, is here incorporated by reference. Firstbanks annual report is filed as
Exhibit 13 to its Form 10-K annual report for its fiscal year ended December 31, 2007.
We face 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. We do not believe that there has been a material change in the nature
of our primary market risk exposures, including the categories of market risk to which we
are 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, we do not know of nor
expect there to be any material change in the general nature of our primary market risk
exposure in the near term.
The methods by which we manage our
primary market risk exposures, as described in the sections of our 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, we do not expect to
change those methods in the near term. However, we may change those methods in the future
to adapt to changes in circumstances or to implement new techniques.
Our market risk exposure is mainly
comprised of our 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 our 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 our responsibility for such
statements.
18
Item 4
. Controls and
Procedures
a)
|
Evaluation
of Disclosure Controls and Procedures
|
|
On
August 5, 2008, the Corporations Chief Executive Officer and Chief Financial Officer
reported on the Corporations 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, 2008 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 Corporations
internal control over financial reporting that have materially affected or are reasonably
likely to materially affect the Corporations internal control over financial
reporting.
|
19
PART II. OTHER
INFORMATION
Item 2
. Unregistered
Sales of Equity Securities and Use of Proceeds
During 2006, the Corporation
repurchased 222,500 shares of its common stock in open market transactions under the
November 2003 repurchase plan. The shares were purchased at an average price of $23.61 per
share. As of June 30, the Corporation had remaining authority to repurchase up to $278,813
of market value of its common stock under the November 2003 repurchase plan.
On July 23,2007, the board of
directors approved a plan to re-establish the authorization to repurchase shares for
an aggregate amount of up to $5 million, from this point forward, of Firstbank Corporation
stock. During the third quarter of 2007, we repurchased 103,100 shares of our stock at an
average price of $17.47. We had no stock repurchases during the first two quarters of
2008.
ISSUER PURCHASES OF
EQUITY SECURITIES
Period
|
|
Total Number
of Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as
a Part of Publicly
Announced Plans
or Programs
|
|
Maximum
Approximate Dollar Value of Shares that May yet Be Purchased Under the Approved Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
|
|
|
May
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
|
|
|
June
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
|
|
|
Total
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
Item 4
. Submission of
Matters to a Vote of Security Holders
The annual meeting was held on April
28, 2008. At the meeting, three directors were elected to hold office, each for a term of
three years.
|
|
|
Vote
|
|
Director Nominee:
|
|
Term Expires
|
|
For:
|
|
Withheld:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas P. Dickinson
|
|
|
|
2011
|
|
|
5,661,101
|
|
|
137,627
|
|
Edward B. Grant
|
|
|
|
2011
|
|
|
5,652,710
|
|
|
146,019
|
|
Samuel A. Smith
|
|
|
|
2011
|
|
|
5,652,801
|
|
|
145,927
|
|
Item 5
. Other Information
The audit committee of the Board of
Directors approved the categories of all non-audit services performed by the
registrants independent accountants during the period covered by this report.
20
Item 6
. Exhibits
|
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.
|
21
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 5, 2008
|
|
FIRSTBANK CORPORATION
(Registrant)
/s/ Thomas R. Sullivan
Thomas R. Sullivan
President, Chief Executive Officer
(Principal Executive Officer)
|
Date: August 5, 2008
|
|
/s/ Samuel G. Stone
Samuel G. Stone
Executive Vice President, Chief Financial Officer
(Principal Accounting Officer)
|
22
EXHIBIT INDEX
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.
|
23
Firstbank Corp. (MM) (NASDAQ:FBMI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Firstbank Corp. (MM) (NASDAQ:FBMI)
Historical Stock Chart
From Jul 2023 to Jul 2024