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 September 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 October 31, 2008: 7,531,645 shares.
INDEX
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements (UNAUDITED)
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Page 3
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Item 2.
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Management's Discussion and Analysis of Financial Condition
and Results of Operations
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Page 13
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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Page 19
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Item 4.
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Controls and Procedures
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Page 20
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PART II.
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OTHER INFORMATION
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Page 21
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Item 5.
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Other Information
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Page 21
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Item 6.
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Exhibits
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Page 22
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SIGNATURES
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Page 23
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EXHIBIT INDEX
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Page 24
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2
Item 1: Financial
Statements (UNAUDITED)
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Dollars in thousands)
UNAUDITED
|
September 30,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
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|
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ASSETS
|
|
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Cash and due from banks
|
|
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$
|
35,589
|
|
$
|
42,198
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|
Short term investments
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|
|
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3,873
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|
|
3,331
|
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Total Cash and Cash Equivalents
|
|
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39,462
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45,529
|
|
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Trading account securities
|
|
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303
|
|
|
675
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|
Securities available for sale
|
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119,453
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|
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104,455
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Federal Home Loan Bank stock
|
|
|
|
8,760
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|
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8,007
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Loans held for sale
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|
|
|
757
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|
|
1,725
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Loans, net of allowance for loan losses of $12,767 at September 30, 2008
|
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and $11,477 at December 31, 2007
|
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1,141,443
|
|
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1,110,452
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Premises and equipment, net
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|
|
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27,565
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|
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27,554
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Acquisition goodwill
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|
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35,603
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34,421
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Other intangibles
|
|
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4,126
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|
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5,832
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Accrued interest receivable and other assets
|
|
|
|
29,581
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|
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27,089
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|
|
|
|
|
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|
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TOTAL ASSETS
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|
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$
|
1,407,053
|
|
$
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1,365,739
|
|
|
|
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|
|
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LIABILITIES AND SHAREHOLDERS' EQUITY
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LIABILITIES
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Deposits:
|
|
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Non-interest bearing accounts
|
|
|
$
|
148,762
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|
$
|
152,126
|
|
Interest bearing accounts:
|
|
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Demand
|
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216,894
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|
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222,371
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|
Savings
|
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157,681
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|
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147,654
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Time
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504,705
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489,241
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|
|
|
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Total Deposits
|
|
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1,028,042
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1,011,392
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|
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Securities sold under agreements to repurchase and overnight borrowings
|
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55,877
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|
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42,791
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Federal Home Loan Bank advances
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|
|
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147,956
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|
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138,126
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|
Notes Payable
|
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5,909
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|
909
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Subordinated Debentures
|
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36,084
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36,084
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Accrued interest and other liabilities
|
|
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15,669
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|
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17,826
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Total Liabilities
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1,289,537
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1,247,128
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SHAREHOLDERS' EQUITY
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Preferred stock; no par value, 300,000 shares authorized, none issued
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Common Stock; 20,000,000 shares authorized, 7,530,235 shares issued
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and outstanding (7,407,198 at December 31, 2007)
|
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|
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112,970
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|
|
111,436
|
|
Retained earnings
|
|
|
|
4,842
|
|
|
6,692
|
|
Accumulated other comprehensive income
|
|
|
|
(296
|
)
|
|
483
|
|
|
|
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Total Shareholders' Equity
|
|
|
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117,516
|
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118,611
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
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$
|
1,407,053
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|
$
|
1,365,739
|
|
|
|
|
|
|
|
|
|
See notes to
consolidated financial statements.
3
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
SEPTEMBER 30, 2008 AND 2007
(Dollars in thousands except per share data)
UNAUDITED
|
Three Months Ended September 30,
|
|
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2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest Income:
|
|
|
Interest and fees on loans
|
|
|
$
|
19,136
|
|
$
|
20,817
|
|
Securities
|
|
|
Taxable
|
|
|
|
918
|
|
|
921
|
|
Exempt from Federal Income Tax
|
|
|
|
357
|
|
|
363
|
|
Short term investments
|
|
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91
|
|
|
334
|
|
|
|
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Total Interest Income
|
|
|
|
20,502
|
|
|
22,435
|
|
Interest Expense:
|
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Deposits
|
|
|
|
6,164
|
|
|
7,892
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|
FHLB advances and other
|
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|
1,958
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2,286
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Subordinated Debt
|
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|
485
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|
|
522
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Total Interest Expense
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|
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8,607
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|
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10,700
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Net Interest Income
|
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|
|
11,895
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|
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11,735
|
|
Provision for loan losses
|
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1,028
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223
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|
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Net Interest Income after provision for loan losses
|
|
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|
10,867
|
|
|
11,512
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|
Non-interest Income:
|
|
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Gain on sale of mortgage loans
|
|
|
|
317
|
|
|
428
|
|
Service charges on deposit accounts
|
|
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|
1,218
|
|
|
1,290
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|
Gain/(loss) on trading account securities
|
|
|
|
(200
|
)
|
|
0
|
|
Gain/(loss) on securities, including other than temporary impairment
|
|
|
|
(1,674
|
)
|
|
0
|
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Mortgage servicing, net of amortization
|
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|
180
|
|
|
141
|
|
Other
|
|
|
|
690
|
|
|
1,119
|
|
|
|
|
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|
Total Non-interest Income
|
|
|
|
531
|
|
|
2,978
|
|
Non-interest Expense:
|
|
|
Salaries and employee benefits
|
|
|
|
5,342
|
|
|
5,744
|
|
Occupancy and equipment
|
|
|
|
1,728
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|
|
1,597
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|
Amortization and impairment of intangibles
|
|
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|
264
|
|
|
332
|
|
FDIC insurance premium
|
|
|
|
166
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|
|
61
|
|
Other
|
|
|
|
3,116
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|
|
3,408
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|
|
|
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Total Non-interest Expense
|
|
|
|
10,616
|
|
|
11,142
|
|
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|
Income before federal income taxes
|
|
|
|
782
|
|
|
3,348
|
|
Federal income taxes
|
|
|
|
45
|
|
|
933
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
$
|
737
|
|
$
|
2,415
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
$
|
696
|
|
$
|
2,850
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
$
|
0.10
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share
|
|
|
$
|
0.10
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
Dividends Per Share
|
|
|
$
|
0.225
|
|
$
|
0.225
|
|
|
|
|
|
|
See notes to
consolidated financial statements.
4
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
SEPTEMBER 30, 2008 AND 2007
(Dollars in thousands except per share data)
UNAUDITED
|
Nine Months Ended
September 30,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income:
|
|
|
Interest and fees on loans
|
|
|
$
|
57,922
|
|
$
|
54,662
|
|
Securities
|
|
|
Taxable
|
|
|
|
2,902
|
|
|
2,234
|
|
Exempt from Federal Income Tax
|
|
|
|
1,059
|
|
|
900
|
|
Short term investments
|
|
|
|
268
|
|
|
914
|
|
|
|
|
|
|
Total Interest Income
|
|
|
|
62,151
|
|
|
58,710
|
|
Interest Expense:
|
|
|
Deposits
|
|
|
|
19,684
|
|
|
20,988
|
|
FHLB advances and other
|
|
|
|
6,057
|
|
|
5,577
|
|
Subordinated Debt
|
|
|
|
1,534
|
|
|
1,209
|
|
|
|
|
|
|
Total Interest Expense
|
|
|
|
27,275
|
|
|
27,774
|
|
Net Interest Income
|
|
|
|
34,876
|
|
|
30,936
|
|
Provision for loan losses
|
|
|
|
5,309
|
|
|
241
|
|
|
|
|
|
|
Net Interest Income after provision for loan losses
|
|
|
|
29,567
|
|
|
30,695
|
|
Non-interest Income:
|
|
|
Gain on sale of mortgage loans
|
|
|
|
2,024
|
|
|
1,127
|
|
Service charges on deposit accounts
|
|
|
|
3,642
|
|
|
3,238
|
|
Gain/(loss) on trading account securities
|
|
|
|
(373
|
)
|
|
0
|
|
Gain/(loss) on securities, including other than temporary impairment
|
|
|
|
(1,612
|
)
|
|
(130
|
)
|
Mortgage servicing, net of amortization
|
|
|
|
188
|
|
|
393
|
|
Other
|
|
|
|
1,940
|
|
|
3,012
|
|
|
|
|
|
|
Total Non-interest Income
|
|
|
|
5,809
|
|
|
7,640
|
|
Non-interest Expense:
|
|
|
Salaries and employee benefits
|
|
|
|
16,712
|
|
|
15,299
|
|
Occupancy and equipment
|
|
|
|
5,217
|
|
|
4,306
|
|
Amortization and impairment of intangibles
|
|
|
|
826
|
|
|
929
|
|
FDIC insurance premium
|
|
|
|
382
|
|
|
110
|
|
Other
|
|
|
|
8,506
|
|
|
8,206
|
|
|
|
|
|
|
Total Non-interest Expense
|
|
|
|
31,643
|
|
|
28,850
|
|
|
|
|
Income before federal income taxes
|
|
|
|
3,733
|
|
|
9,485
|
|
Federal income taxes
|
|
|
|
554
|
|
|
2,665
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
$
|
3,179
|
|
$
|
6,820
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
$
|
2,494
|
|
$
|
7,162
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
$
|
0.43
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share
|
|
|
$
|
0.43
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
Dividends Per Share
|
|
|
$
|
0.675
|
|
$
|
0.675
|
|
|
|
|
|
|
See notes to
consolidated financial statements.
5
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007
(Dollars in thousands)
UNAUDITED
|
Nine months ended
September 30,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
Net income
|
|
|
$
|
3,179
|
|
$
|
6,820
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
Provision for loan losses
|
|
|
|
5,309
|
|
|
241
|
|
Depreciation of premises and equipment
|
|
|
|
2,395
|
|
|
2,141
|
|
Net amortization of security premiums/discounts
|
|
|
|
4
|
|
|
(268
|
)
|
Loss on trading account securities
|
|
|
|
373
|
|
|
0
|
|
Loss/(Gain) on sale of securities
|
|
|
|
1,612
|
|
|
130
|
|
Amortization and impairment of intangibles
|
|
|
|
826
|
|
|
929
|
|
Stock option and stock grant compensation expense
|
|
|
|
162
|
|
|
210
|
|
Gain on sale of mortgage loans
|
|
|
|
(2,024
|
)
|
|
(1,127
|
)
|
Proceeds from sales of mortgage loans
|
|
|
|
88,146
|
|
|
43,042
|
|
Loans originated for sale
|
|
|
|
(85,154
|
)
|
|
(41,106
|
)
|
Deferred federal income tax expense/(benefit)
|
|
|
|
(577
|
)
|
|
(872
|
)
|
Decrease in accrued interest receivable and other assets
|
|
|
|
1,810
|
|
|
5,117
|
|
(Decrease) in accrued interest payable and other liabilities
|
|
|
|
(2,156
|
)
|
|
(879
|
)
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
13,905
|
|
|
14,378
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
Bank acquisition, net of cash assumed
|
|
|
|
0
|
|
|
(15,170
|
)
|
Proceeds from sale of securities available for sale
|
|
|
|
3,435
|
|
|
18,111
|
|
Proceeds from maturities and calls of securities available for sale
|
|
|
|
103,584
|
|
|
30,705
|
|
Purchases of securities available for sale
|
|
|
|
(124,865
|
)
|
|
(50,059
|
)
|
Purchases of FHLB stock
|
|
|
|
(753
|
)
|
|
(296
|
)
|
Sales of FHLB stock
|
|
|
|
0
|
|
|
50
|
|
Proceeds from sale of fixed assets
|
|
|
|
46
|
|
|
574
|
|
Net increase in portfolio loans
|
|
|
|
(39,875
|
)
|
|
(28,611
|
)
|
Net purchases of premises and equipment
|
|
|
|
(2,452
|
)
|
|
(2.612
|
)
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
|
(60,880
|
)
|
|
(47,328
|
)
|
|
|
|
FINANCING ACTIVITIES
|
|
|
Net increase/(decrease) in deposits
|
|
|
|
16,650
|
|
|
(2,938
|
)
|
Increase/(decrease) in securities sold under agreements to repurchase and
|
|
|
other short term borrowings
|
|
|
|
13,086
|
|
|
13,666
|
|
Repayment of notes payable and other borrowings
|
|
|
|
(145
|
)
|
|
(19,750
|
)
|
Proceeds from issuance of other borrowings
|
|
|
|
5,176
|
|
|
19,600
|
|
Repayment of Federal Home Loan Bank borrowings
|
|
|
|
(50,201
|
)
|
|
(12,793
|
)
|
Proceeds from Federal Home Loan Bank borrowings
|
|
|
|
60,000
|
|
|
21,500
|
|
Proceeds from issuance of subordinated debentures
|
|
|
|
0
|
|
|
15,464
|
|
Issuance of common stock, net
|
|
|
|
1,372
|
|
|
2,081
|
|
Purchases of common stock
|
|
|
|
0
|
|
|
(1,801
|
)
|
Cash dividends
|
|
|
|
(5,030
|
)
|
|
(4,608
|
)
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
40,908
|
|
|
30,421
|
|
|
|
|
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
|
(6,067
|
)
|
|
(2,529
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
|
45,529
|
|
|
56,937
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
|
$
|
39,462
|
|
$
|
54,408
|
|
|
|
|
|
|
6
CONSOLIDATED STATEMENTS
OF CASHFLOWS (continued)
|
Nine months ended
September 30,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure
|
|
|
Interest Paid
|
|
|
$
|
27,436
|
|
$
|
27,325
|
|
Income Taxes Paid
|
|
|
$
|
1,775
|
|
$
|
2,425
|
|
Non cash transfers of loans to Other Real Estate Owned
|
|
|
$
|
3,575
|
|
$
|
1,685
|
|
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
SEPTEMBER 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; 1
st
Armored, Inc.,
1
st
Title, Inc., and its majority holding in 1
st
Investors Title,
LLC and C.A. Hanes Realty, Inc. for the nine 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 nine month period ended September 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
|
|
|
(275
|
)
|
Goodwill from acquisitions
|
|
|
|
302
|
|
|
15,336
|
|
Reclassification of other intangibles to goodwill
|
|
|
|
880
|
|
|
0
|
|
|
|
|
|
|
Balance at September 30
|
|
|
$
|
35,603
|
|
$
|
35,155
|
|
|
|
|
|
|
Amounts 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. The $275,000 impairment write down in 2007 was
due to the sale of our CA Hanes, Inc. affiliate.
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)
|
September 30,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans:
|
|
|
Nonaccrual loans
|
|
|
$
|
17,797
|
|
$
|
10,454
|
|
Loans 90 days or more past due and still accruing
|
|
|
|
2,861
|
|
|
3,161
|
|
Renegotiated loans
|
|
|
|
276
|
|
|
543
|
|
|
|
|
|
|
Total nonperforming loans
|
|
|
$
|
20,934
|
|
$
|
14,158
|
|
|
|
|
|
|
|
|
|
Property from defaulted loans
|
|
|
$
|
4,975
|
|
$
|
3,167
|
|
|
|
|
Nonperforming loans as a percent of total loans*
|
|
|
|
1.81
|
%
|
|
1.26
|
%
|
Nonperforming loans plus Other Real Estate as a percent of total
|
|
|
|
2.24
|
%
|
|
1.54
|
%
|
loans* plus Other Real Estate
|
|
|
Nonperforming assets as a percent of total assets
|
|
|
|
1.84
|
%
|
|
1.27
|
%
|
Analysis of the
Allowance for Loan Losses
(Dollars in Thousands)
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
$
|
12,328
|
|
$
|
9,501
|
|
$
|
11,477
|
|
$
|
9,966
|
|
Allowance acquired through acquisitions
|
|
|
|
0
|
|
|
2,346
|
|
|
0
|
|
|
2,346
|
|
Charge-offs
|
|
|
|
(680
|
)
|
|
(440
|
)
|
|
(4,590
|
)
|
|
(1,122
|
)
|
Recoveries
|
|
|
|
91
|
|
|
191
|
|
|
571
|
|
|
390
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
|
(589
|
)
|
|
(249
|
)
|
|
(4,019
|
)
|
|
(732
|
)
|
Provision for loan losses
|
|
|
|
1,028
|
|
|
223
|
|
|
5,309
|
|
|
241
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
$
|
12,767
|
|
$
|
11,821
|
|
$
|
12,767
|
|
$
|
11,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total loans* outstanding during the period
|
|
|
$
|
1,156,041
|
|
$
|
1,102,696
|
|
$
|
1,143,056
|
|
$
|
974,426
|
|
Allowance for loan loss as a percent of total loans*
|
|
|
|
1.11
|
%
|
|
1.06
|
%
|
|
1.11
|
%
|
|
1.06
|
%
|
Allowance for loan loss as a percent
|
|
|
of nonperforming loans
|
|
|
|
61
|
%
|
|
106
|
%
|
|
61
|
%
|
|
106
|
%
|
Net Charge-offs^ as a percent of average loans*
|
|
|
|
0.20
|
%
|
|
0.09
|
%
|
|
0.47
|
%
|
|
0.10
|
%
|
*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 September 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 September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
$
|
104,604
|
|
|
-
|
|
$
|
14,849
|
|
$
|
119,453
|
|
Federal Home Loan Bank stock
|
|
|
|
-
|
|
$
|
8,760
|
|
|
-
|
|
$
|
8,760
|
|
Trading securities
|
|
|
$
|
303
|
|
|
-
|
|
|
-
|
|
$
|
303
|
|
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
|
|
|
|
(1,632
|
)
|
Total unrealized gains/(losses) included in other comprehensive income
|
|
|
|
(770
|
)
|
Net purchases, sales, calls and maturities
|
|
|
|
4,796
|
|
Net transfers in/out of Level 3
|
|
|
|
(285
|
)
|
|
|
|
Balance at September 30, 2008
|
|
|
$
|
14,869
|
|
|
|
|
The Level 3 assets that were still
held at September 30, 2008 are carried at historical cost unless a better fair value can
be determined. During the period, $601,000 of these securities were sold, or paid down,
and $5,397,000 of new securities was acquired. The $285,000 of net transfers out of Level
3 related to a $35,000 re-classification of two small assets which were reclassified to
other assets and one $250,000 asset which was transferred to the loan portfolio because it
had fallen below investment grade.
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. Through the first nine months of 2008 we have
recognized non-cash impairment charges of $2,657,000 to adjust these assets to their
estimated fair values.
11
Assets Measured at Fair
Value on a Nonrecurring Basis
(Dollars in Thousands)
|
Balance at September 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 September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans accounted for
|
|
|
under FAS 114
|
|
|
$
|
24,441
|
|
|
-
|
|
|
-
|
|
$
|
24,441
|
|
$
|
(2,657
|
)
|
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
$2.7 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
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
Net income
|
|
|
$
|
737
|
|
$
|
2,415
|
|
$
|
3,179
|
|
$
|
6,820
|
|
Weighted average common shares outstanding
|
|
|
|
7,498,000
|
|
|
7,389,000
|
|
|
7,456,000
|
|
|
6,809,000
|
|
|
|
|
Basic Earnings per Share
|
|
|
$
|
0.10
|
|
$
|
0.33
|
|
$
|
0.43
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share assuming dilution
|
|
|
Net income
|
|
|
$
|
737
|
|
$
|
2,415
|
|
$
|
3,179
|
|
$
|
6,820
|
|
Weighted average common shares outstanding
|
|
|
|
7,498,000
|
|
|
7,389,000
|
|
|
7,456,000
|
|
|
6,809,000
|
|
Add dilutive effect of assumed exercises of options
|
|
|
|
0
|
|
|
3,000
|
|
|
0
|
|
|
13,000
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and dilutive potential
|
|
|
common shares outstanding
|
|
|
|
7,498,000
|
|
|
7,392,000
|
|
|
7,456,000
|
|
|
6,822,000
|
|
|
|
|
Diluted Earnings per Share
|
|
|
$
|
0.10
|
|
$
|
0.33
|
|
$
|
0.43
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
Stock options for 324,794 shares for
the three month period and 280,332 for the nine month period of 2007, and 481,330 shares
for the three and nine 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: 1
st
Armored, Inc.,
1
st
Title, Inc. and its majority holding in 1
ST
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
Third Quarter 2008
On September 7, the federal
government placed the Federal National Mortgage Association (Fannie Mae) and Federal Home
Loan Mortgage Corporation (Freddie Mac) into receivership. As a result, the value of
certain of our investments in Freddie Mac were determined to be significantly impaired and
resulted in an other than temporary pre-tax impairment charge to earnings of $1,632,000.
Because the underlying security of the investment was an equity security, that loss is
characterized as a capital loss on September 30.
Subsequent Events
Congress passed the Emergency
Economic Stabilization Act of 2008 on October 3 which has resulted in the following
programs: 1) Asset Purchase Program; 2) Asset Guarantee Program; 3) Homeownership
Preservation; 4) Deposit Guarantee Program; 5) Debt Guarantee Program; and 6) Capital
Purchase Program. The legislation also provided for the re-characterization of losses on
Freddie Mac and Fannie Mae preferred stock from a capital loss to an ordinary loss,
thereby making it less onerous for banks to claim a tax benefit from the loss.
The legislation provided for the
creation of the $700 million Troubled Asset Relief Program (TARP). On October 14, the U.S.
Department of Treasury announced its plan to make $250 million of those funds available to
qualifying financial institutions through the Capital Purchase Program (CPP). This program
allows financial institutions to issue preferred stock and common stock warrants to the
Treasury in return for Tier 1 Capital. Financial institutions are allowed to apply for
participation in the program, but are not required to do so. We are currently analyzing
the program merits to determine if we will participate.
Financial Condition
The Michigan and national economies
continued to struggle during the third quarter. Michigan continues to have one of the
highest unemployment rates in the nation, with 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. Non
performing assets continued to increase during the quarter with additional loans moving to
non accrual status and other real estate owned. We believe 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 $41.3 million,
or 3.0%, during the first nine months of 2008. Cash and cash equivalents decreased $6.1
million, or 13.3%. Securities available for sale were higher, increasing $14.6 million, or
13.9%, from December 31, 2007. Total portfolio loans increased $32.3 million, or 2.8%,
during the first nine months of 2008. Average total loans were 4.8% higher in the third
quarter of 2008 when compared with the fourth quarter of 2007.
Residential mortgages grew $11.7
million, or 3.0% 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 $4.4 million, or 3.5%
primarily from a limited number of new loans to developers. Commercial and commercial real
estate loans were $17.3 million, or 3.3%, higher, than December 31, 2007.
13
Net charge-offs of loans were
$589,000 in the third quarter of 2008 compared to $249,000 in the third quarter of 2007
and $2,687,000 in the second quarter of 2008. The ratio of net charge-offs of loans
(annualized) to average loans was 0.20% in the third quarter of 2008 compared to 0.09% in
the same period of 2007 and 0.94% in the second quarter of 2008. The charge offs in the
current quarter were largely concentrated within our newest affiliate, Firstbank-West
Michigan, which recorded loan losses of $310,000 in the quarter as we continue to work
through problem loans in that portfolio.
At September 30, 2008, the allowance
as a percentage of average outstanding loans was 1.11% compared with 1.06% at the same
point a year earlier and 1.02% at year end 2007. Non-performing loans as a percent of
total loans was 1.81% at September 30, 2008, compared with 1.00% a year earlier, and 1.26%
at year end 2007. Nonperforming loans increased $6.8 million from year end, and other real
estate owned increased $1.8 million 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.
Securities available for sale were
higher by $15.0 million or 14.4% in the first nine months, primarily due to a $23.1
million increase in agency backed securities. The increase in agency backed securities
improved the companys liquidity position and provided collateral for our repurchase
sweep product.
We held $7.0 million of auction rate
securities at September 30, 2008 compared with $8.0 million at year end 2007. This
portfolio had reached a peak at the end of the first quarter of 2008 of $9.4 million.
During the current quarter, we recorded a pre-tax other than temporary impairment loss of
$1,632,000 on this portfolio relating to those securities where the underlying collateral
was Freddie Mac preferred stock. Freddie Mac was placed in receivership by the federal
government on September 7, at which time it ceased to pay dividends, causing us to devalue
the securities and record the impairment charge. Due to current market conditions
surrounding the remainder of these auction rate securities, and their illiquid state, the
remainder of the portfolio was written down $770,000 through other comprehensive income in
the third quarter.
Total deposits increased $16.7
million, or 1.6% when compared with year end balances. Within the deposit base,
non-interest bearing demand account balances decreased $3.4 million or 2.2%, interest
bearing demand account balances decreased $5.5 million, or 2.5%, savings balances
increased $10.0 million, or 6.8%, and time balances increased $15.5 million, or 3.2%.
Within time balances, wholesale CDs were $6.1 million higher than year end, while core
market CDs increased $9.3 million. These changes resulted from normal season fluctuations
and customer preferences.
For the nine month period ended
September 30, 2008, securities sold under agreements to repurchase and overnight
borrowings increased $13.1 million, or 30.6%, due to normal fluctuations in customer cash
flows, and in some cases, customer preference toward our repurchase sweep program. Federal
Home Loan Bank advances and notes payable were up $14.8 million, or 10.7% 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 $1.1 million, or 0.9%, during the first nine months of 2008. Net income of $3.2
million and stock issuances of $1.4 million increased shareholders equity, while
dividends of $5.0 million decreased shareholders equity. Stock issuance was
primarily related to shares issued through dividend reinvestment. The per share book value
of shareholders equity was $15.61 at September 30, 2008, decreasing from $16.01 at
December 31, 2007. Tangible shareholders equity per share (total equity less goodwill and
other intangible assets) was $10.33 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 through the third quarter.
14
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 September 30, 2008
|
|
|
$
|
114,942
|
|
$
|
114,942
|
|
$
|
126,493
|
|
Required Regulatory Capital
|
|
|
$
|
55,136
|
|
$
|
45,217
|
|
$
|
90,434
|
|
Capital in Excess of Regulatory Minimums
|
|
|
$
|
59,806
|
|
$
|
69,725
|
|
$
|
36,059
|
|
|
|
|
|
|
|
Capital Ratios at September 30, 2008
|
|
|
|
8.34
|
%
|
|
10.17
|
%
|
|
11. 19%
|
|
Regulatory Capital Ratios - Minimum Requirement
|
|
|
|
4.00
|
%
|
|
4.00
|
%
|
|
8.00
|
%
|
Our capital remains well within
regulatory guidelines although slightly lower than year end 2007. At the end of the third
quarter our total risk based capital ratio was 11.19% compared with 11.28% at year end
2007. Tier 1 capital and tier 1 leverage ratios were 10.17% and 8.34% compared with 10.25%
and 8.51% at year end 2007. The slight decrease in capital ratios has resulted from a
dividend payout level which has exceeded earnings for the year. We continue to monitor our
capital position and have thus far been able to absorb the current year shocks to our
income while maintaining all of our affiliate banks at well capitalized levels. We are
evaluating the merits of participation in the Treasurys Capital Purchase Program to
determine if it will strengthen our capital position and further insulate the company from
future unexpected shocks from the soft economy.
Results of Operations
Three Months Ended
September 30, 2008
For the third quarter of 2008, net
income was $737,000, basic and diluted earnings per share were $0.10, compared with
$2,415,000, and $0.33 basic and diluted per share for the third quarter of 2007, and
$292,000, $0.04 basic and diluted earnings per share, for the second quarter of 2008. This
years third quarter was heavily impacted by the $1.6 million pre-tax write down on
the Freddie Mac securities discussed above and a $1.0 million charge to loan loss
provision. The charge to loan loss provision was necessary as we identified additional
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.
Average earning assets increased
$46.7 million, or 3.8%, when the third quarter of 2008 is compared to the same quarter a
year ago. Compared with the previous quarter, earning assets increased $16.2 million, or
1.3%. The yield on earning assets decreased 86 basis points, to 6.50%, for the quarter
ended September 30, 2008, compared to 7.36% for the same quarter a year ago, and was 10
basis points lower when compared with the quarter ended June 30, 2008. The cost of funding
related liabilities also decreased, falling 77 basis points when comparing this
years third quarter to the same period a year ago, from 3.45% in 2007, to 2.68% in
2008. Compared with prior quarter, the cost of funding related liabilities fell by 15
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 eight
basis points from last years third quarter to 3.82% in the current quarter, but
improved five basis points when compared to the previous quarter. Net interest income
increased $0.2 million to $11.9 million in the third quarter of 2008 compared with the
same period of 2007, primarily due to the $46.7 million increase in average earning assets
compared with the year ago quarter. Unpaid interest on loans which are transferred to
nonaccrual status is reversed against interest income in the period. During the third
quarter, interest reversals associated with loans moving to nonaccrual status were $49,000
compared with $203,000 in the second quarter.
The provision for loan losses
increased $805,000 when the third quarter of 2008 is compared to the same quarter of 2007.
Provision for loan losses was $1.0 million in this years third quarter compared with
a provision for loan losses of $223,000 in the third quarter of 2007. In the third quarter
of 2008 we continued to identify 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 nine 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.
15
Total non-interest income was
$531,000 in the third quarter, compared with $3.0 million in the third quarter of 2007 and
$2.4 million in the second quarter of 2008. Compared with 2007s third quarter,
mortgage gains and deposit fees were lower by $111,000 and $82,000, respectively. Also
reducing non-interest income in the current quarter were losses on trading account
securities of $200,000 and losses on available for sale securities of $1.7 million
(includes the previously mentioned $1.6 million write down of Freddie Mac securities), the
latter of which relates to the previously discussed write down on Freddie Mac preferred
stock. Other income also fell $431,000 compared with the previous year.
Total non-interest expense decreased
$518,000, or 4.7%, when comparing the three month periods ended September 30, 2008 and
2007 and was largely due to a $401,000 reduction in salaries and employee benefits. In the
third quarter of 2007, we were still carrying excess staff at Firstbank West
Michigan as we completed the integration of that new affiliate into the centralized
operations of the company. Compared with the second quarter of 2008, non-interest expense
increased $272,000, primarily from higher other operating expenses associated with loan
collection issues. Within the salary and employee benefits area, salaries were $96,000
lower than second quarter and benefits decreased $86,000 mainly due to lower group health
care, unemployment, and FICA costs.
Federal Income tax expense was
$45,000 in the third quarter as tax exempt income exceeded net income. We had a tax
benefit of $212,000 the second quarter of the year as tax exempt income was higher than
taxable income, and $933,000 of federal tax expense in the third quarter of 2007 based on
higher earnings levels.
Nine months ended
September 30, 2008
For the first nine months of 2008,
net income was $3,179,000, basic and diluted earnings per share were $0.43, compared with
$6,820,000, and $1.01 basic and diluted per share for the first nine months of 2007. The
first nine months 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 $241,000 for loan losses in the first
nine months of 2007. The benefit to last years first nine months earnings of that
event was $0.10 per share. Provision for loan losses in the first nine months of 2008 was
$5.3 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. Also effecting earnings in the current year
was a $1.6 million write down relating to Freddie Mac preferred stock and $373,000 of
trading account security losses.
Average earning assets increased
$177.9 million, or 16.4%, when the first nine months 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 deposit. As a result, the yield on
earning assets decreased 66 basis points, to 6.67%, for the nine months ended September
30, 2008, compared to 7.33% for the same nine months a year ago. The cost of funding
related liabilities also decreased, falling 55 basis points when comparing this
years first nine months to the same period a year ago, from 3.43% in 2007, to 2.88%
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 12 basis
points from last years first nine months. Net interest margin in this years
first nine months was 3.79% compared with 3.91% for the same period a year ago. Net
interest income increased $3.9 million to $34.9 million in the first nine 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 $307,000
compared with $161,000 in the first nine months of 2007.
16
The provision for loan losses
increased $5.1 million when the first nine months 2008 are compared to the same period of
2007. Provision for loan losses was $5.3 million in the first nine months of 2007 compared
with a provision for loan losses of $241,000 in the last years first nine months. 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 decreased $1.8
million in the first nine months of 2008, when compared with the same period of 2007
primarily due to the previously mentioned securities losses associated with Freddie Mac
preferred stock and trading account losses. Gains on the sale of mortgage loans increased
$897,000 and deposit fees were $404,000 higher than a year ago. The addition of Firstbank
West Michigan contributed $149,000 of the increase in mortgage gains and $310,000
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 $205,000 when compared with last years first nine months.
Other income decreased $1.0 million from a year ago largely due to losses on the sale of
other real estate owned in 2008 and the sale of our CA Hanes affiliate at the end of the
third quarter of 2007.
Total non-interest expense increased
$3.3 million, or 18.8%, when comparing the nine month periods ended September 30, 2008 and
2007 and was largely due to the addition of Firstbank West Michigan, which had
non-interest expense of $5.2 million during the first nine months of 2008 compared with
$2.0 million in the first months of last year due to the July 1, 2007 acquisition date.
Also contributing to the higher non-interest expense are FDIC premiums, which are $272,000
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 absorbed in the current year and will lead to higher expenses in this area going
forward.
Federal Income tax expense was
$554,000 in the first nine months of the year compared with $2.7 million of federal income
tax in the first nine months of last year. The lower tax expense was primarily due to the
lower level of earnings in the current year.
Liquidity
At September 30, 2008, we have
adequate sources of liquidity to meet our needs. Our banks maintain access to immediately
available funds through federal funds lines at two correspondent banks, with aggregate
available limits of $69 million. In addition, four of our six affiliates have access to
overnight funds through the Federal Reserves discount window. Each of our six
affiliates can access funds through the brokered CD markets and the Federal Home Loan Bank
of Indianapolis.
In addition to the funds available
directly to our affiliate banks, Firstbank Corporation has a $30 million line of credit
which could be drawn upon to augment bank level needs if necessary. As of September 30,
there was $24.9 million available on the line of credit.
17
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.
18
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 our financial instruments are affected by
changes in interest rates. We manage 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.
19
Item 4
. Controls and
Procedures
a)
|
Evaluation
of Disclosure Controls and Procedures
|
|
On November
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 September 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.
|
20
PART II. OTHER INFORMATION
Item 2
. Unregistered
Sales of Equity Securities and Use of Proceeds
As of September 30, 2008, we have
remaining authority to repurchase $3.2 million of our common stock under plans previously
approved by the board of directors. We have not repurchased any shares during the first
three quarters of this year.
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
|
|
|
August
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
|
|
|
September
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
|
|
|
Total
|
|
|
|
0
|
|
|
-
|
|
|
0
|
|
$
|
3,199,242
|
|
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.
21
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.
|
22
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: November 5, 2008
|
|
FIRSTBANK CORPORATION
(Registrant)
/s/ Thomas R. Sullivan
Thomas R. Sullivan
President, Chief Executive Officer
(Principal Executive Officer)
|
Date: November 5, 2008
|
|
/s/ Samual G. Stone
Samuel G. Stone
Executive Vice President, Chief Financial Officer
(Principal Accounting Officer)
|
23
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.
|
24
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